
7			Jennifer M. Grigsby Former Executive Vice President and Chief Financial Officer of Ascent Resources LLC

			Ms. Grigsby was named an independent director of SilverBow Resources on January 9, 2023 by the Company’s Board, and is recommended for election at the Annual Meeting by both our Nominating and Strategy Committee and our Board. Ms. Grigsby was first identified as a director candidate by a non-management director and included in the overall candidate pool reviewed by a third-party, global search firm engaged for the director selection process. Most recently, Ms. Grigsby served as Secretary of Economic Administration for the State of Oklahoma, from March 2021 through November 2022. Prior to this role, Ms. Grigsby served as Executive Vice President and Chief Financial Officer of Ascent Resources, LLC, an oil and gas exploration and production company located in Oklahoma City, Oklahoma, from 2015 until 2020. Ms. Grigsby previously served as CFO of American Energy – Woodford, LLC and CEO and CFO of American Energy Minerals, LLC from February 2015 to July 2015. Prior to her roles at American Energy, Ms. Grigsby spent almost 19 years with Chesapeake Energy Corporation and served in various executive roles including Senior Vice President, Treasurer and Corporate Secretary and Senior Vice President – Corporate and Strategic Planning. Ms. Grigsby currently serves on the board of directors and audit committee of each of CrossFirst Bankshares, Inc., as well as Cetarus Ltd. and on the board of directors and investment committee of CompSource Mutual Insurance Company. Ms. Grigsby holds a BS degree in Accounting from Oklahoma State University and an MBA from Oklahoma City University. Ms. Grigsby is a Certified Public Accountant and Chartered Global Management Accountant and is a member of the Oklahoma Society of Certified Public Accountants and the American Institute of Certified Public Accountants. Ms, Grigsby brings over 30 years of progressive senior management experience in accounting, treasury, risk management, corporate governance, and corporate finance, primarily in the oil and gas exploration and production industry to the Board.
Independent Director
Age: 54
Service commenced: 2023
Board Committees: None at present; to be assigned
Other current public company directorships: CrossFirst Bankshares, Inc.


9 \| SilverBow Resources, Inc.			~~2022~~2023 Proxy Statement


			Christoph O. Majeske Advisor of Strategic Value Partners

			Mr. Majeske has served as a director of SilverBow since September 2016. He was designated as a director by SVP pursuant to the Nomination Agreement, and is recommended for re-election at this Annual Meeting by both our Nominating and Strategy Committee and our Board. Mr. Majeske is an Advisor of Strategic Value Partners and was previously a Director of Strategic Value Partners and member of the North American investment team with a focus on energy, transportation and industrials. From 2006 to 2015, he was a Vice President and Operating Executive of Cerberus Capital Management (“Cerberus”). At Cerberus, Mr. Majeske executed private equity transactions and held various interim executive roles at portfolio companies, including Chief Financial Officer and Chief Restructuring Officer, in both North America and Europe across a range of industries. From 2000 to 2006, Mr. Majeske was a member of the M&A Advisory team at PricewaterhouseCoopers. He received a Bachelor of Business Administration in Finance, Accounting and Economics with High Distinction from the University of Michigan in 2000. He also serves on the Board of Directors of White Energy. He was previously on the Board of Directors of Dolphin Drilling, Genco Shipping & Trading, GSE Environmental and PureField Ingredients. Mr. Majeske brings a wealth of financial and restructuring experience to the Board.
Independent Director
Age: 44
Service commenced: 2016
Board Committees: Compensation (Chair)
Other current public company directorships: None

Class II Director Nominee


~~Sean C. Woolverton~~			Kathleen McAllister Former Chief Executive Officer and Chief Financial Officer of Transocean Partners LLC

			~~Employee~~Ms. McAllister was named an independent director of SilverBow Resources on January 9, 2023 by the Company’s Board and is recommended for election at this Annual Meeting by both our Nominating and Strategy Committee and our Board. Ms. McAllister was first identified as a director candidate by a third-party, global search firm engaged for the director selection process. Most recently, Ms. McAllister served as President, Chief Executive Officer, and Director of Transocean Partners LLC, an offshore drilling contractor, from 2014 to 2016 and as Chief Financial Officer in 2016. From 2011 to 2014, Ms. McAllister served as Vice President and Treasurer of Transocean Ltd. and led the initial public offering of Transocean Partners in 2014 after holding roles of increasing responsibility in corporate and operations, finance, treasury, accounting and tax with Transocean Ltd. Ms. McAllister began her career at Deloitte & Touche LLP and served in various finance, treasury, accounting and tax roles at Baker Hughes Company, Helix Energy Solutions Group, Inc. and Veritas DGC Inc. prior to joining Transocean. Ms. McAllister currently serves as an independent director and audit committee chair for The Metals Company, an independent director and audit committee member of Black Hills Corporation, and an independent director, audit committee member and conflicts committee member of Höegh LNG Partners LP. Ms. McAllister holds a BS degree in Accounting from the University of Houston-Clear Lake. Ms. McAllister brings proven leadership and global, capital-intensive business experience and financial acumen to the Board.
Independent Director
Age: 5258
Service commenced: ~~2017~~ 2023
Board Committees: None at present; to be assigned
Other current public company directorships:~~None~~ The Metals Company Black Hills Corporation


2023 Proxy Statement			SilverBow Resources, Inc. \| 10

~~Mr. Woolverton was appointed Chief Executive Officer~~

Vote Required and ~~a member of the~~ Board of SilverBow in March 2017. He was appointed to the Board by our Nominating and Strategy Committee in accordance with the terms of the Nomination Agreement, and is recommended for re-election at this Annual Meeting by both our Nominating and Strategy Committee and our Board. He was previously the Chief Operating Officer of Samson Resources Company (“Samson”), a private oil and natural gas company, from January 2016 to February 2017, having joined Samson in November 2013. Samson filed for bankruptcy protection in the Federal Court in the District of Delaware on September 16, 2015, and emerged from bankruptcy on March 1, 2017, shortly after Mr. Woolverton’s resignation. From 2007 to 2013, Mr. Woolverton held a series of positions of increasing responsibility at Chesapeake Energy Corporation, a public independent exploration and development oil and natural gas company, including Vice President of its Southern Appalachia business unit. Prior to joining Chesapeake Energy Corporation, Mr. Woolverton worked for Encana Corporation, a North American oil and natural gas producer, where he oversaw its Fort Worth Basin development and shale exploration teams in North Texas. Earlier in his career, Mr. Woolverton worked for Burlington Resources in multiple engineering and management roles. Mr. Woolverton received his Bachelor of Science degree in Petroleum Engineering from Montana Tech. Mr. Woolverton brings his vast operational leadership and knowledge to SilverBow and the Board.Recommendation

SilverBow's Bylaws provide that a plurality of the votes cast by holders of shares entitled to vote is necessary to elect each nominee. Brokers do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, your broker will not be permitted to vote your shares with respect to the election of the director nominees.


The Board of Directors unanimously recommends that shareholders vote “FOR” ~~all~~ each director ~~nominees~~nominee identified in this proxy statement to serve as a Class ~~III directors.~~I or Class II Director, as applicable.

The persons named as proxies in these proxy materials, unless otherwise directed by a shareholder on a proxy card, intend to vote “FOR” the election of ~~all nominees~~each nominee named in this proxy statement standing for election as ~~Class III directors.~~a director. If any nominee should become unavailable or unable to serve as a director, the persons named as proxies may vote for a substitute nominee, the size of the Board may be reduced accordingly, or a new nominee or director may be appointed pursuant to the then-applicable terms of the Nomination Agreement; however, the Board is not aware of any circumstances likely to render any nominee unavailable.


~~2022 Proxy Statement~~			11 \| SilverBow Resources, Inc. ~~\| 8~~			2023 Proxy Statement

CONTINUING MEMBERS OF THE BOARD OF DIRECTORS

~~Class I Directors~~


~~Michael Duginski~~ ~~President and Chief Executive Officer, Sentinel Peak Resources~~

~~Independent Director~~						~~Board Committees:~~
~~Age:~~ 56						~~Audit~~
~~Service commenced:~~ ~~2016~~						~~Nominating and Strategy~~
~~Other current public company directorships:~~ ~~None~~

Mr. Duginski has served as a director of SilverBow since April 2016. He is classified as an “independent director,” as such term is specifically used in the Nomination Agreement, meaning he was not designated by any of the Consenting Noteholders including SVP. Mr. Duginski assumed the role of President and CEO of Sentinel Peak Resources in 2015, a company focused on acquisition, development and exploration of oil and gas assets. Previously, Mr. Duginski was Chief Operating Officer and Executive Vice President of Berry Petroleum from 2007 to 2013, where he led all operations including corporate development, production, reserves, drilling, EH&S and land, including corporate strategic planning, until Berry's sale to Linn Energy. Mr. Duginski has served on the public board of Madagascar Oil Limited from April 2015 to April 2016, and several private boards. Mr. Duginski received his Master of Business Administration from California State University, Bakersfield, and his Bachelor of Science in Mechanical Engineering from the University of Arizona. His qualifications to serve on the Board include his approximately 35 years of experience in the oil and gas industry along with his executive and directorship experience.


~~Christoph O. Majeske~~ ~~Director, Strategic Value Partners~~

~~Independent Director~~						~~Board Committees:~~
~~Age:~~ 43						~~Compensation~~
~~Service commenced:~~ ~~2016~~
~~Other current public company directorships:~~ ~~None~~

Mr. Majeske has served as a director of SilverBow since September 2016. He was designated as a director by SVP pursuant to the Nomination Agreement. Mr. Majeske is a Director of Strategic Value Partners and is a member of the North American investment team with a focus on energy, transportation and industrials. From 2006 to 2015, he was a Vice President and Operating Executive of Cerberus Capital Management (“Cerberus”). At Cerberus, Mr. Majeske executed private equity transactions and held various interim executive roles at portfolio companies, including Chief Financial Officer and Chief Restructuring Officer, in both North America and Europe across a range of industries. From 2000 to 2006, Mr. Majeske was a member of the M&A Advisory team at PricewaterhouseCoopers. He received a Bachelor of Business Administration in Finance, Accounting and Economics with High Distinction from the University of Michigan in 2000. He also serves on the Board of Directors of White Energy. He was previously on the Board of Directors of Dolphin Drilling, Genco Shipping & Trading, GSE Environmental and PureField Ingredients. Mr. Majeske brings a wealth of financial and restructuring experience to the Board.


~~9 \| SilverBow Resources, Inc.~~			~~2022 Proxy Statement~~

Class II Directors


	Gabriel L. Ellisor Managing Partner of 3BAR ~~Inustries~~Industries LLC

	~~Independent Director~~	~~Board Committees:~~
~~Age:~~ 48		~~Audit~~
~~Service commenced:~~ ~~2016~~		~~Compensation~~
~~Other current public company directorships:~~ ~~None~~

Mr. Ellisor was named a director of SilverBow in April 2016. He was originally designated as a director by the Consenting Noteholders (excluding SVP) pursuant to the Nomination Agreement. Mr. Ellisor assumed the role of Managing Partner of 3BAR Industries, LLC, a construction company focused on civil work primarily for solar projects, in June 2021. He previously served as Chief Financial Officer of Three Rivers Operating Company II, an oil and gas company, from July 2012 to February 2015 and as Chief Financial Officer for Three Rivers Operating Company I from 2010 to 2012, until such acquisition vehicles were sold. Prior to joining Three Rivers, Mr. Ellisor was a principal at Rivington Capital Advisors from 2008 to 2010. Mr. Ellisor has approximately 25 years of experience in the finance sector of the oil and gas industry, including holding various positions at First Interstate Bank, Wells Fargo, and BNP Paribas. He also served on the board of Salt Creek Midstream LLC from March 2018 until July 2020 and on the board of Energy XXI and as chair of its Audit Committee from April 2018 until its merger with Cox Oil in October 2018. Mr. Ellisor earned a B.B.A., with a major in Finance, from Texas Christian University. Mr. Ellisor’s qualifications to serve on the Board include his vast financial and transactional experience.Independent Director

Age: 49

Service commenced: 2016

Board Committees:

Audit (Chair)

Compensation

Other current public company directorships: None


	Charles W. Wampler Chief Executive Officer & President of Resource Rock Exploration II, LLC

	Mr. Wampler has served as a director of SilverBow since April 2016. He was originally designated as a director by the Consenting Noteholders (excluding SVP) pursuant to the Nomination Agreement. Mr. Wampler assumed the role of Chairman, CEO and President of Resource Rock Exploration II, LLC in June 2017, a company that is focused on acquiring and developing oil and gas properties. Previously, Mr. Wampler served as Chief Operating Officer of Aspect Holdings, President of Aspect Energy and General Exploration Partners (“GEP”) and Board member for GEP from 2007 to 2012. Mr. Wampler directed the day-to-day management of Aspect’s domestic operations in the US Gulf Coast and international operations in Hungary and Kurdistan, Iraq. Before joining Aspect, Mr. Wampler was Chief Operating Officer and a Board member of Lewis Energy Group from 2004 to 2007. Prior to joining Lewis Energy, Mr. Wampler was Division Operations Manager and Drilling Manager of EOG Resources from 1984 to 2004, and prior to joining EOG, he held several engineering positions. Mr. Wampler served on the Board of Directors of Energy XXI and its Audit Committee from December 2016 until its merger with Cox Oil in October 2018. Mr. Wampler earned his Bachelor of Science in Petroleum Engineering from University of Louisiana at Lafayette. Mr. Wampler is qualified to serve on the Board due to his decades of operational experience in various facets of the oil and gas industry.
Independent Director		~~Board Committees:~~
Age: 6768		~~Audit~~
Service commenced: 2016		~~Compensation~~
Board Committees: Audit Compensation
Other current public company directorships: None

~~Mr. Wampler has served as~~Information regarding Kathleen McAllister, a Class II director, of SilverBow since April 2016. He was originally designated as a director by the Consenting Noteholders (excluding SVP) pursuant to the Nomination Agreement. Mr. Wampler assumed the role of Chairman, CEO and President of Resource Rock Exploration II, LLCis set forth previously in June 2017, a company that is focused on acquiring and developing oil and gas properties. Previously, Mr. Wampler served as Chief Operating Officer of Aspect Holdings, President of Aspect Energy and General Exploration Partners (“GEP”) and Board member for GEP from 2007 to 2012. Mr. Wampler directed the day-to-day management of Aspect’s domestic operations in the US Gulf Coast and international operations in Hungary and Kurdistan, Iraq. Before joining Aspect, Mr. Wampler was Chief Operating Officer and a Board member of Lewis Energy Group from 2004 to 2007. Prior to joining Lewis Energy, Mr. Wampler was Division Operations Manager and Drilling Manager of EOG Resources from 1984 to 2004, and prior to joining EOG, he held several engineering positions. Mr. Wampler served on the Board of Directors of Energy XXI from December 2016 until its merger with Cox Oil in October 2018. Mr. Wampler earned his Bachelor of Science in Petroleum Engineering from University of Louisiana at Lafayette. Mr. Wampler is qualified to serve on the Board due to his decades of operational experience in various facets of the oil and gas industry.this proxy statement under “Director Nominees.”


2023 Proxy Statement			SilverBow Resources, Inc. \| 12

Class III Directors

~~The biographies for the Class III director nominees are set forth above under “Proposal 1—Election of Directors.”~~

~~Affirmative Determinations Regarding Independent Directors and Financial Experts~~

The Board has determined that each of the following directors is an “independent director” as such term is defined in Section 303A.02 of the Listed Company Manual of the New York Stock Exchange, Inc. (“NYSE”): Michael Duginski, Gabriel L. Ellisor, David Geenberg, Christoph O. Majeske, Marcus C. Rowland and Charles W. Wampler. In reaching this determination, the Board has affirmatively determined that each of these directors has


~~2022 Proxy Statement~~			~~SilverBow Resources, Inc. \| 10~~ David Geenberg Head of North American Investment Team of Strategic Value Partners

no material relationship with the Company as contemplated under Section 303A.02. The Board has determined that each of these same directors is independent for the purposes of Nominating and Strategy Committee service, although each does not currently serve on the Nominating and Strategy Committee. The Board also has determined that these same directors are each “independent” under the heightened standards set forth in Section 303A of the Listed Company Manual of the NYSE for the purposes of Compensation Committee service, although these directors do not all serve on the Compensation Committee. These independent directors represent a majority of the Company’s Board of Directors. Mr. Woolverton is not an independent director because he also serves as Chief Executive Officer of the Company.

The Board has also determined that each of the following directors is “independent” under the heightened standard set forth in Section 303A of the Listed Company Manual of the NYSE for the purposes of Audit Committee service (including, by reference, the standards set forth under Rule 10A-3 under the Securities Exchange Act of 1934 (the “Exchange Act”)): Michael Duginski, Gabriel L. Ellisor, Marcus C. Rowland, and Charles W. Wampler. Although these directors do not all serve on the Audit Committee, four of our seven directors are independent for Audit Committee purposes at this Annual Meeting.

As discussed above, the Board has determined that each member of the Audit, Compensation and Nominating and Strategy committees of the Board meets the independence requirements applicable to those committees prescribed by the NYSE and the SEC. Further, the Board has determined that Mr. Gabriel L. Ellisor, Audit Committee Chair, and Mr. Michael Duginski, also a member of the Audit Committee, are each an “audit committee financial expert,” as such term is defined in Item 407(d) of Regulation S-K promulgated by the SEC.

In 2020, Mr. Rowland joined the Board of Directors of Key Energy Services, Inc. ("Key Energy"), a preexisting vendor of SilverBow. As part of its independence determination in both 2020 and 2021, the Board reviewed and considered Mr. Rowland's position as a director and his immaterial equity ownership of Key Energy, as well as payments to Key Energy from SilverBow for services, which were made in the ordinary course of business and found Mr. Rowland "independent." In 2020, such payments were below $120,000, and in 2021, payments to Key Energy were approximately $420,000 due to the Company's increased operational activity. As of February 2022, Mr. Rowland has ceased to be on the Board of Directors of Key Energy.

~~Meetings and Committees of the Board~~

The following standing committees have been established by the Board: Audit, Compensation and Nominating and Strategy. Descriptions of the membership and functions of these committees are set forth below.

The following chart identifies the committees upon which each member of the Board serves, the chairs of the committees, and the number of meetings and actions by consent of the Board and the committees during 2021:

Board of Directors Audit Compensation Nominating and Strategy
Number of meetings held 17 4 2 4
Number of actions by consent 5 0 0 0
Marcus C. Rowland C M
Michael Duginski M M C
Gabriel L. Ellisor M C M
David Geenberg M M
Christoph O. Majeske M C
Charles W. Wampler M M M
Sean C. Woolverton M


C			~~= Chair~~Mr. Geenberg was appointed a director of SilverBow in April 2016 after being designated by Strategic Value Partners pursuant to the Nomination Agreement. Mr. Geenberg is Head of the North American investment team at SVP; he has served in that role since January 2016 after being a senior member of SVP’s investment team focused on power, energy, and infrastructure, in which capacity he worked for the firm since 2009. From 2005 to 2009, Mr. Geenberg worked at Goldman, Sachs & Co., most recently in the merchant bank’s Infrastructure Investment Group and, prior to that, in the Natural Resources Group in the investment bank. Mr. Geenberg currently also serves on the boards of five private companies: GenOn Energy, one of the largest independent power producers in the United States, SH-130 Concession Company, a toll road concessionaire in Texas, IPC Systems, a leading provider of trading floor communications to banks, OmniMax International, a leading US building products company, and PureField Ingredients, a plant-based protein producer, and previously served on the boards of Penn-Virginia Corporation (including as co-chairman), Chaparral Energy, Bicent Power, and White Energy. He received a Bachelor of Arts in Economics from Dartmouth College. Mr. Geenberg brings to the Board experience advising and investing in the energy industry and significant capital markets knowledge.
			MIndependent Director
			~~= Member~~ Age: 39
			Service commenced: 2016
			Board Committees: Nominating and Strategy
			Other current public company directorships: None

During 2021, each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board plus (ii) the total number of meetings of all committees of the Board on which he served.


~~11 \| SilverBow Resources, Inc.~~			~~2022 Proxy Statement~~

~~Audit Committee~~

The Audit Committee assists the Board in fulfilling its responsibilities with respect to oversight in monitoring: (i) the integrity of the financial statements of the Company; (ii) SilverBow’s compliance with legal and regulatory requirements; (iii) the selection, qualifications and independence of the independent auditor; and (iv) the performance of SilverBow's internal audit function and independent auditor. Additionally, as part of its responsibilities, on at least an annual basis, the Audit Committee reviews and discusses the Company's cybersecurity risk management reporting framework with management and the auditors. The committee is required to be comprised of three or more non-employee directors, each of whom is determined by the Board to be “independent” under the rules promulgated by the SEC under the Exchange Act and meets the financial literacy and experience requirements under the rules or listing standards established by the NYSE, as may be amended. In addition, at least one member of the committee must satisfy the definition of “audit committee financial expert” as such term may be defined from time to time under the rules promulgated by the SEC. The Board has determined that Messrs. Ellisor and Duginski qualify as “audit committee financial experts” and that each member of the Audit Committee is independent as defined in the NYSE listing standards and the Exchange Act rules, and each meets the financial literacy and experience requirements established by the NYSE. A report of the Audit Committee appears later in this proxy statement. Messrs. Ellisor (Committee Chair), Duginski and Wampler are members of our Audit Committee.

~~Compensation Committee~~

The Compensation Committee holds the responsibilities of the Board relating to compensation of the Company’s executive officers. This includes evaluating the compensation of the executive officers of the Company and its operating subsidiary, SilverBow Resources Operating, LLC, and their performance relative to their compensation to assure that such executive officers are compensated effectively in a manner consistent with the strategy of SilverBow, competitive practices and the requirements of the appropriate regulatory bodies. In addition, this committee evaluates and makes recommendations to the Board regarding the compensation of the directors. The Compensation Committee evaluates and approves any amendment, some of which may require shareholder approval, to the Company’s existing equity-related plans and approves the adoption of any new equity-related plans, subject to shareholder and Board approval. The Compensation Committee may delegate its authority to subcommittees constituted of a member or members of the Compensation Committee, but generally does not delegate authority to members of management to oversee executive compensation matters or compensation plan matters, including both equity-related and cash incentive compensation plans. The Compensation Committee is required to be comprised of at least three directors who are non-employee directors and determined by the Board to be independent under applicable Exchange Act rules and NYSE listing standards. The Board has determined that all Compensation Committee members qualify as non-employee directors under applicable Exchange Act rules and NYSE listing standards. The report of the Compensation Committee is included as part of “Compensation Discussion and Analysis” of this proxy statement. Messrs. Majeske (Committee Chair), Ellisor and Wampler are members of our Compensation Committee.

Frederic W. Cook & Co., Inc. (“FW Cook”) has been engaged by the Compensation Committee since October 2017 to serve as its independent compensation consultant. FW Cook reports directly to our Compensation Committee and has provided expert advice on the design and implementation of the Company’s compensation policies and programs. To the best of the Company’s knowledge, there are no conflicts between FW Cook and any member of the Board.

~~Nominating and Strategy Committee~~

The Nominating and Strategy Committee identifies individuals qualified to become directors, nominates candidates for directorships and also recommends to the Board the membership of each of the Board’s committees. Subject to the Nomination Agreement, this committee may consider nominees recommended by shareholders upon written request by a shareholder. The Nominating and Strategy Committee develops, monitors and recommends to the Board corporate governance principles and practices applicable to SilverBow. The committee also assists Company management in identifying, screening and recommending to the Board individuals qualified to become executive officers of the Company. In addition, this committee administers the Company’s Conflict of Interest Policy. While the Board of Directors retains the responsibility for the Company's environmental, social and governance ("ESG") oversight, as part of its responsibilities, the Nominating and Strategy Committee reviews and makes recommendations to the Board regarding policies, programs and practices respecting matters of corporate social responsibility that impact the Company's ability to effectively


~~2022 Proxy Statement~~			~~SilverBow Resources, Inc. \| 12~~

achieve its business goals. The Nominating and Strategy Committee is required to comprise at least three directors who are non-employee directors and determined by the Board to be independent under the NYSE listing standards and the Exchange Act rules. Messrs. Duginski (Committee Chair), Geenberg and Rowland are members of the Nominating and Strategy Committee and, as determined by the Board, all are independent under the NYSE listing standards and the Exchange Act rules

~~Board Leadership Structure; Meetings of Independent Directors; Role in Risk Oversight~~

While our Principles for Corporate Governance do not require that our Independent Chairman of the Board and Chief Executive Officer positions be separate, under the present terms of the Nomination Agreement, the Independent Chairman position and the Chief Executive Officer position are separated. Mr. Rowland was appointed as the Independent Chairman when he joined the Board in September 2016 and Mr. Woolverton was named Chief Executive Officer in March 2017.

The Board believes that this leadership structure is appropriate at this time as it allows our Chief Executive Officer to manage and lead the day-to-day business of the Company while allowing the Independent Chairman to provide independent leadership to the Board. At each executive session of the independent directors, Mr. Rowland as Independent Chairman of the Board presides.

~~Along with the separation of our Chairman of the Board and Chief Executive Officer roles, we also have other checks and balances for our Board structure:~~

~~• our Audit, Compensation and Nominating and Strategy committees are all completely independent, as required;~~

~~• six of our seven Board members are independent for Compensation and Nominating and Strategy committee standards;~~

~~• four of our seven Board members are independent for Audit Committee standards;~~

• our independent Nominating and Strategy Committee (in conjunction with the Nomination Agreement in effect) has responsibility for Board and management succession planning and related recommendations to the full Board;

~~• led by the Nominating and Strategy Committee, a Board assessment is conducted annually, assessing the entire Board (not just the current class of nominees) and its committees;~~

~~• after all quarterly Audit Committee meetings, the Audit Committee meets in executive session with our independent auditor, BDO, and internal auditor team;~~

~~• following most meetings of the Board, the Independent Chairman presides over an executive session of the independent directors of the Board; and~~

• as provided in “Communications with the Board of Directors” in this proxy statement, any shareholder may communicate with the Board of Directors or non-management independent directors, as appropriate.

The full Board is responsible for general oversight of enterprise risk concerns inherent in our business. At each Board meeting, the Board receives reports from members of our senior management that help the Board assess the risks we face in the conduct of our business. Senior technical management frequently makes presentations to the Board about current and planned exploration and development activities and business development opportunities that may subject us to operational and financial risks. In addition, the Audit Committee reviews the effectiveness of our internal controls over financial reporting, which are designed to address risks specific to financial reporting, with our internal auditor and independent accountant at least annually. The Audit Committee is also responsible for oversight of the Company’s cyber risk management. Periodic cyber risk updates are provided by Company management to the Board and Audit Committee, and the Audit Committee annually reviews the effectiveness of such controls. This includes mitigation initiatives, external security assessments, and employee and user training. Additionally, given the importance, our full Board has chosen to retain responsibility for oversight of ESG risks at this time, including risks related to climate change, sustainability, strategy and human capital. Through the Company’s independent committees, SilverBow has established processes for the effective oversight of critical issues, such as integrity of our financial statements and cybersecurity by our Audit Committee, executive compensation by our Compensation Committee, and corporate


13 \| SilverBow Resources, Inc.			~~2022~~2023 Proxy Statement

~~governance, including the selection of directors and director nominees, by our Nominating and Strategy Committee.~~


			Marcus C. Rowland Founder and Director of IOG Capital

			Mr. Rowland was named a director and Chairman of the Board of SilverBow in September 2016. He was appointed as Chairman of the Board by our Nominating and Strategy Committee and is classified as an “independent director,” as such term is specifically used in the Nomination Agreement, meaning he was not designated by any of the Consenting Noteholders including SVP. Mr. Rowland is the Founder and a Director of IOG Capital, LP ("IOG"), an energy investment firm, where he also previously led such company’s investment team as Senior Managing Director from 2014 to 2021. Prior to IOG, Mr. Rowland served as the Chief Executive Officer at FTS International, Inc. (formerly Frac Tech International, LLC) from May 2011 through November 2012, and as the President and Chief Financial Officer of Frac Tech Services, LLC and Frac Tech International, LLC from November 2010 to May 2011. Mr. Rowland served as the Chief Financial Officer or equivalent positions of Chesapeake Energy Corporation from 1993, when the company became publicly traded, until October 2010, leaving in the position of Executive Vice President and Chief Financial Officer. Prior to that, Mr. Rowland served as Chief Operating Officer of Anglo-Suisse, LP from 1990 to 1992, having previously owned his own operating company earlier in his career. Mr. Rowland has served as a director on the boards of a number of public and private companies. He was previously Chairman of the Board at Chaparral Energy, Inc. from April 2019 to October 2020, and also served as a director at SAExploration Holdings, Inc. from 2020 through December 2022, Warrior Technologies Acquisition Company from 2021 through September 2022, Key Energy Services, Inc. from 2020 through February 2022, MIND Technology, Inc. (formerly Mitcham Industries, Inc.) from 2015 through January 2022, Warren Resources, Inc. from 2012 to 2014 and Chesapeake Midstream Partners from 2010 to 2011. He is an alumnus of Wichita State University. Mr. Rowland is a seasoned oil and gas corporate executive, director, and investment manager with over 40 years of experience in all aspects of upstream and midstream business segments and brings that knowledge along with his expertise in energy mergers, acquisitions, divestitures, public securities transactions, environmental, social and governance ("ESG") oversight, and derivatives facilities to the Board.
Independent Director
Age: 70
Service commenced: 2016
Chairman of the Board
Board Committees: Nominating and Strategy
Other current public company directorships: None

As the COVID-19 pandemic developed, the Board received regular updates on the impact to the Company's employees, contractors, operations and other stakeholders, and reviewed with management the various measures being taken to (i) protect the health and safety of SilverBow's employees and contractors, and (ii) ensure the continuity of operations without material interruption to the business processes. This oversight by the Board included updates in a number of both routine and special Board meetings beginning mid-March 2020 with periodic updates occurring through 2021.


2023 Proxy Statement			SilverBow Resources, Inc. \| 14


			Sean C. Woolverton Chief Executive Officer

			Mr. Woolverton was appointed Chief Executive Officer and a member of the Board of SilverBow in March 2017. He was appointed to the Board by our Nominating and Strategy Committee in accordance with the terms of the Nomination Agreement. He was previously the Chief Operating Officer of Samson Resources Company (“Samson”), a private oil and natural gas company, from January 2016 to February 2017, having joined Samson in November 2013. Samson filed for bankruptcy protection in the Federal Court in the District of Delaware on September 16, 2015, and emerged from bankruptcy on March 1, 2017, shortly after Mr. Woolverton’s resignation. From 2007 to 2013, Mr. Woolverton held a series of positions of increasing responsibility at Chesapeake Energy Corporation, a public independent exploration and development oil and natural gas company, including Vice President of its Southern Appalachia business unit. Prior to joining Chesapeake Energy Corporation, Mr. Woolverton worked for Encana Corporation, a North American oil and natural gas producer, where he oversaw its Fort Worth Basin development and shale exploration teams in North Texas. Earlier in his career, Mr. Woolverton worked for Burlington Resources in multiple engineering and management roles. Mr. Woolverton received his Bachelor of Science degree in Petroleum Engineering from Montana Tech. Mr. Woolverton brings his vast operational leadership and knowledge to SilverBow and the Board.
Employee Director
Age: 53
Service commenced: 2017
Other current public company directorships: None

~~Compensation~~Identifying Candidates

Subject to the then-applicable terms of ~~Directors~~

~~In accordance~~the Nomination Agreement, the Nominating and Strategy Committee, in consultation with ~~its charter,~~ the ~~Compensation Committee periodically evaluates the compensation~~Chairman of ~~non-employee directors for service on~~ the Board, is responsible for identifying and ~~on Board committees. In consultation with an independent compensation consultant, FW Cook, the Compensation Committee recommends annual retainers~~screening potential director candidates and ~~fees for service as chairman on Board committees, sets the terms and awards of any stock-based compensation and submits these recommendations~~recommending qualified candidates to the Board for ~~approval. Directors who are~~nomination. The Committee will also ~~employees~~consider director candidates recommended by the shareholders in accordance with the Company’s Bylaws. For information on how to recommend a director candidate, refer to “Shareholder Proposals” in this proxy statement. The Nominating and Strategy Committee evaluates nominees recommended by shareholders using the same criteria it uses to evaluate other candidates, subject to the terms of the ~~Company or our significant shareholder, SVP, receive no additional compensation~~Nomination Agreement.

Qualifications

The Board has codified standards for ~~service as directors.~~

~~The Compensation Committee, following discussions~~directors in SilverBow's Principles for Corporate Governance. These principles provide that the Board should include a diverse range of talent, perspective, skill and expertise sufficient to provide sound and prudent guidance with ~~FW Cook, set the 2021 director compensation program similarly~~respect to the ~~reduced overall director compensation program in 2020, to recognize the challenging industry conditions~~Company's operations and ~~help preserve shares and manage equity dilution.~~ ~~For 2021, the value~~interests. The Principles for Corporate Governance also provide that at all times a majority of the ~~annual long-term incentive award granted to our non-employee directors was delivered in a mix~~Board must be "independent directors" as defined by the listing requirements of ~~40% restricted stock units~~the New York Stock Exchange ("~~RSUs"~~NYSE") and ~~60% restricted cash (except that Mr. Rowland received his full~~any specific requirements established by the Board. The Nominating and Strategy Committee has not established in any governing document a specific minimum or fixed maximum age (although a director must inform the Chairman of the Board ~~premium~~or the Chair of ~~$110,000 in restricted cash to preserve shares and manage equity dilution). The total long-term incentive award was designed to be valued at approximately $115,000 ($225,000 for Mr. Rowland), using~~ the ~~January 2021 volume weighted average price ("VWAP") of the Company's stock. On the date of grant, February 24, 2021, given the stock price increase from January 2021 levels, the RSU awards were~~ ~~ultimately valued at approximately $49,980,~~ and the restricted cash award provided was $80,000 ($190,000 for Mr. Rowland). Both the RSU award and the restricted cash award vested on the first anniversary of the date of grant (February 24, 2022).

~~The following table shows the annual compensation payable to our non-employee directors for service during 2021:~~

Annual Board Retainer $ 70,000 (1)
Committee Chair Premiums:
Audit Committee Chair $ 20,000 (2)
Compensation Committee Chair $ — (3)
Nominating and Strategy Committee Chair $ 10,000 (4)
Annual Long-Term Incentive Retainer
Restricted Stock Units Value $ 34,560 (5)
Restricted Cash $ 80,000 (6)
Non-Executive Chairman of the Board Premium
Restricted Cash $ 110,000 (7)

(1) Annual retainer for all non-employee directors for 2021 service. Directors who are employees of our significant shareholder, SVP, receive no additional compensation (neither cash nor equity) for their service as directors and are prohibited from individually owning shares of the Common Stock under the terms of their arrangement and employment with SVP.

~~(2) Annual fee for serving as Audit Committee Chair in 2021.~~

~~(3) Annual fee for serving as Compensation Committee Chair in 2021. As the Compensation Committee Chair is an SVP employee, no compensation was payable for service in such position.~~

~~(4) Annual fee for serving as~~ Nominating and Strategy Committee ~~Chair~~when he/she reaches the age of 75), education, years of business experience or specific types of skills for potential director candidates; but, in ~~2021. Based~~general, consideration is given to each candidate’s reputation, mature judgment, career specialization, relevant technical skills, diversity and the extent to which the candidate would fill a present need on ~~a peer market review, this fee increased to $10,000 from $5,000~~ the ~~prior year.~~Board.

~~(5) Targeted value~~The Company’s Principles for Corporate Governance require that each director:

• understand SilverBow's business and the marketplaces in which it operates;

• regularly attend meetings of the ~~RSU award for 2021 long-term incentive retainer applicable for all non-employee directors other than directors who are employees of our significant shareholder, SVP.~~

~~(6) Value of restricted cash award for 2021 long-term incentive retainer applicable for all non-employee directors other than directors who are employees of our significant shareholder, SVP.~~

~~(7) Value of 2021 premium on restricted cash award for long-term incentive retainer for leadership~~Board and ~~increased responsibility as non-executive Chairman~~ of the Board committee(s) on which he or she serves;

• review the materials provided in advance of meetings and any other materials provided to the Board from time to time;

• monitor and keep abreast of general economic, business and management news and trends, as well as developments in SilverBow's competitive environment and SilverBow's performance with respect to that environment;

• actively, objectively and constructively participate in meetings and the strategic decision-making processes;

• share his or her perspective, background, experience, knowledge and insights as they relate to the matters before the Board and its committees;

• be reasonably available when requested to advise the CEO and management on specific issues not requiring the attention of the full Board but where an individual director’s insights might be helpful to the CEO or management; and

• be familiar and comply in all respects with the Code of Ethics and Business Conduct of the Company.

As part of the Board’s annual succession planning and self-assessment processes, and in accordance with the terms of the then-applicable Nomination Agreement, the Board reviews the diversity of specific skills and characteristics necessary for optimal functionality of the Board in its oversight of the Company for both the short and long term. This assessment of diversity and the proper skills and characteristics of candidates on our Board must be done in accordance with the Nomination Agreement in effect, as discussed further in the "Related-Party Transactions" section of this proxy statement, which establishes our Board structure and director classes and gives the right to SVP to nominate and remove two directors.


~~2022~~ 6 \| SilverBow Resources, Inc.			2020 Proxy Statement

The Board’s succession planning requires the Nominating and Strategy Committee and the Board to consider the skill areas currently represented on the Board, and specifically those represented by directors expected to retire or leave the Board in the near future. Those skill sets are assessed against the target skill areas established annually by the Board and the recommendations of directors regarding skills that could potentially improve the overall quality and ability of the Board to carry out its function. The Board then establishes the specific target skill areas or experiences, as well as considering other principles of diversity, that are to be the focus of a director search, when necessary, as the Board did with the director search related to the expansion of the Board in January 2023. Specific qualities or experiences could include experience in the Company's industry, financial or technological expertise, experience in situations comparable to the Company's, leadership experience and relevant geographical experience. The effectiveness of the Board's diverse mix of skills and experiences is also considered and reviewed as part of each Board self-assessment.

Nomination of Candidates

In determining whether to nominate a candidate, either from an internally-generated shareholder recommendation or as an appointment under the terms of the then-existing Nominating Agreement, the Nominating and Strategy Committee will consider the composition and capabilities of existing Board members, as well as additional capabilities considered necessary or desirable in light of existing and future Company needs. The Nominating and Strategy Committee also exercises its independent business judgment and discretion in evaluating the suitability of any recommended candidate for nomination.

Summary of Director Qualifications

The members of our Board demonstrate a diversity of experience and a wide variety of backgrounds, skills and experiences that strengthen their ability to carry out their oversight role on behalf of our shareholders. The following chart summarizes the broad spectrum of such skills, experience, and backgrounds that the Board considers valuable to effective oversight and reflects how our directors individually and collectively represent these competencies. The lack of an indicator for an individual skill or experience does not mean that the director does not possess that skill or experience and SilverBow looks to each director to be knowledgeable in these areas; rather the indicator represents that the skill or experience is a core competency each director brings to the Board. More details on each director's qualifications, skills, expertise and background are included in the director biographies on the following pages.

Skills and Experience

Duginkski

Ellisor

Geenberg

Grigsby

Majeske

McAllister

Rowland

Wampler

Woolverton

Accounting & Financial Reporting

Business Development /Mergers and Acquisitions

Executive Leadership/Experience

Corporate Governance

Environmental, Health, Safety & Sustainability

E&P Industry Experience

Finance/ Capital Allocation

Operations

Other Public Company Board Service

Private Company Board Service

Strategic Planning and Risk Management

Tenure and Independence

Service Commenced

2016

2023

2016

2023

2016

2017

Independent

Demographics

Age

Gender Identity

Male

Female

Male

Female

Male


7 \| SilverBow Resources, Inc.			2023 Proxy Statement

Director Nominees

The biography of each of the nominees below contain information regarding the person's service as a director of SilverBow, business experience, director positions with other companies held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that were considered by the Nominating and Strategy Committee and the Board in determining that the person should serve as a director of the Company.

Class I Director Nominees


			Michael Duginski President and Chief Executive Officer of Sentinel Peak Resources

			Mr. Duginski has served as a director of SilverBow since April 2016, and is recommended for re-election at this Annual Meeting by both our Nominating and Strategy Committee and our Board. He is classified as an “independent director,” as such term is specifically used in the Nomination Agreement, meaning he was not designated by any of the Consenting Noteholders including SVP. Mr. Duginski assumed the role of President and CEO of Sentinel Peak Resources in 2015, a company focused on acquisition, development and exploration of oil and gas assets. Previously, Mr. Duginski was Chief Operating Officer and Executive Vice President of Berry Petroleum from 2007 to 2013, where he led all operations including corporate development, production, reserves, drilling, EH&S and land, including corporate strategic planning, until Berry's sale to Linn Energy. Mr. Duginski has served on the public board of Madagascar Oil Limited from April 2015 to April 2016, and several private boards. Mr. Duginski received his Master of Business Administration from California State University, Bakersfield, and his Bachelor of Science in Mechanical Engineering from the University of Arizona. His qualifications to serve on the Board include his approximately 35 years of experience in the oil and gas industry along with his executive and directorship experience.
Independent Director
Age: 57
Service commenced: 2016
Board Committees: Audit Nominating and Strategy (Chair)
Other current public company directorships: None


2023 Proxy Statement			SilverBow Resources, Inc. \| 8


			Jennifer M. Grigsby Former Executive Vice President and Chief Financial Officer of Ascent Resources LLC

			Ms. Grigsby was named an independent director of SilverBow Resources on January 9, 2023 by the Company’s Board, and is recommended for election at the Annual Meeting by both our Nominating and Strategy Committee and our Board. Ms. Grigsby was first identified as a director candidate by a non-management director and included in the overall candidate pool reviewed by a third-party, global search firm engaged for the director selection process. Most recently, Ms. Grigsby served as Secretary of Economic Administration for the State of Oklahoma, from March 2021 through November 2022. Prior to this role, Ms. Grigsby served as Executive Vice President and Chief Financial Officer of Ascent Resources, LLC, an oil and gas exploration and production company located in Oklahoma City, Oklahoma, from 2015 until 2020. Ms. Grigsby previously served as CFO of American Energy – Woodford, LLC and CEO and CFO of American Energy Minerals, LLC from February 2015 to July 2015. Prior to her roles at American Energy, Ms. Grigsby spent almost 19 years with Chesapeake Energy Corporation and served in various executive roles including Senior Vice President, Treasurer and Corporate Secretary and Senior Vice President – Corporate and Strategic Planning. Ms. Grigsby currently serves on the board of directors and audit committee of each of CrossFirst Bankshares, Inc., as well as Cetarus Ltd. and on the board of directors and investment committee of CompSource Mutual Insurance Company. Ms. Grigsby holds a BS degree in Accounting from Oklahoma State University and an MBA from Oklahoma City University. Ms. Grigsby is a Certified Public Accountant and Chartered Global Management Accountant and is a member of the Oklahoma Society of Certified Public Accountants and the American Institute of Certified Public Accountants. Ms, Grigsby brings over 30 years of progressive senior management experience in accounting, treasury, risk management, corporate governance, and corporate finance, primarily in the oil and gas exploration and production industry to the Board.
Independent Director
Age: 54
Service commenced: 2023
Board Committees: None at present; to be assigned
Other current public company directorships: CrossFirst Bankshares, Inc.


9 \| SilverBow Resources, Inc.			2023 Proxy Statement


			Christoph O. Majeske Advisor of Strategic Value Partners

			Mr. Majeske has served as a director of SilverBow since September 2016. He was designated as a director by SVP pursuant to the Nomination Agreement, and is recommended for re-election at this Annual Meeting by both our Nominating and Strategy Committee and our Board. Mr. Majeske is an Advisor of Strategic Value Partners and was previously a Director of Strategic Value Partners and member of the North American investment team with a focus on energy, transportation and industrials. From 2006 to 2015, he was a Vice President and Operating Executive of Cerberus Capital Management (“Cerberus”). At Cerberus, Mr. Majeske executed private equity transactions and held various interim executive roles at portfolio companies, including Chief Financial Officer and Chief Restructuring Officer, in both North America and Europe across a range of industries. From 2000 to 2006, Mr. Majeske was a member of the M&A Advisory team at PricewaterhouseCoopers. He received a Bachelor of Business Administration in Finance, Accounting and Economics with High Distinction from the University of Michigan in 2000. He also serves on the Board of Directors of White Energy. He was previously on the Board of Directors of Dolphin Drilling, Genco Shipping & Trading, GSE Environmental and PureField Ingredients. Mr. Majeske brings a wealth of financial and restructuring experience to the Board.
Independent Director
Age: 44
Service commenced: 2016
Board Committees: Compensation (Chair)
Other current public company directorships: None

Class II Director Nominee


			Kathleen McAllister Former Chief Executive Officer and Chief Financial Officer of Transocean Partners LLC

			Ms. McAllister was named an independent director of SilverBow Resources on January 9, 2023 by the Company’s Board and is recommended for election at this Annual Meeting by both our Nominating and Strategy Committee and our Board. Ms. McAllister was first identified as a director candidate by a third-party, global search firm engaged for the director selection process. Most recently, Ms. McAllister served as President, Chief Executive Officer, and Director of Transocean Partners LLC, an offshore drilling contractor, from 2014 to 2016 and as Chief Financial Officer in 2016. From 2011 to 2014, Ms. McAllister served as Vice President and Treasurer of Transocean Ltd. and led the initial public offering of Transocean Partners in 2014 after holding roles of increasing responsibility in corporate and operations, finance, treasury, accounting and tax with Transocean Ltd. Ms. McAllister began her career at Deloitte & Touche LLP and served in various finance, treasury, accounting and tax roles at Baker Hughes Company, Helix Energy Solutions Group, Inc. and Veritas DGC Inc. prior to joining Transocean. Ms. McAllister currently serves as an independent director and audit committee chair for The Metals Company, an independent director and audit committee member of Black Hills Corporation, and an independent director, audit committee member and conflicts committee member of Höegh LNG Partners LP. Ms. McAllister holds a BS degree in Accounting from the University of Houston-Clear Lake. Ms. McAllister brings proven leadership and global, capital-intensive business experience and financial acumen to the Board.
Independent Director
Age: 58
Service commenced: 2023
Board Committees: None at present; to be assigned
Other current public company directorships: The Metals Company Black Hills Corporation


2023 Proxy Statement			SilverBow Resources, Inc. \| 10

Vote Required and Board Recommendation

SilverBow's Bylaws provide that a plurality of the votes cast by holders of shares entitled to vote is necessary to elect each nominee.


The Board of Directors unanimously recommends that shareholders vote “FOR” each director nominee identified in this proxy statement to serve as a Class I or Class II Director, as applicable.

The persons named as proxies in these proxy materials, unless otherwise directed by a shareholder on a proxy card, intend to vote “FOR” the election of each nominee named in this proxy statement standing for election as a director. If any nominee should become unavailable or unable to serve as a director, the persons named as proxies may vote for a substitute nominee, the size of the Board may be reduced accordingly, or a new nominee or director may be appointed pursuant to the then-applicable terms of the Nomination Agreement; however, the Board is not aware of any circumstances likely to render any nominee unavailable.


11 \| SilverBow Resources, Inc.			2023 Proxy Statement

CONTINUING MEMBERS OF THE BOARD OF DIRECTORS

Class II Directors


			Gabriel L. Ellisor Managing Partner of 3BAR Industries LLC

			Mr. Ellisor was named a director of SilverBow in April 2016. He was originally designated as a director by the Consenting Noteholders (excluding SVP) pursuant to the Nomination Agreement. Mr. Ellisor assumed the role of Managing Partner of 3BAR Industries, LLC, a construction company focused on civil work primarily for solar projects, in June 2021. He previously served as Chief Financial Officer of Three Rivers Operating Company II, an oil and gas company, from July 2012 to February 2015 and as Chief Financial Officer for Three Rivers Operating Company I from 2010 to 2012, until such acquisition vehicles were sold. Prior to joining Three Rivers, Mr. Ellisor was a principal at Rivington Capital Advisors from 2008 to 2010. Mr. Ellisor has approximately 25 years of experience in the finance sector of the oil and gas industry, including holding various positions at First Interstate Bank, Wells Fargo, and BNP Paribas. He also served on the board of Salt Creek Midstream LLC from March 2018 until July 2020 and on the board of Energy XXI and as chair of its Audit Committee from April 2018 until its merger with Cox Oil in October 2018. Mr. Ellisor earned a B.B.A., with a major in Finance, from Texas Christian University. Mr. Ellisor’s qualifications to serve on the Board include his vast financial and transactional experience.
Independent Director
Age: 49
Service commenced: 2016
Board Committees: Audit (Chair) Compensation
Other current public company directorships: None


			Charles W. Wampler Chief Executive Officer & President of Resource Rock Exploration II, LLC

			Mr. Wampler has served as a director of SilverBow since April 2016. He was originally designated as a director by the Consenting Noteholders (excluding SVP) pursuant to the Nomination Agreement. Mr. Wampler assumed the role of Chairman, CEO and President of Resource Rock Exploration II, LLC in June 2017, a company that is focused on acquiring and developing oil and gas properties. Previously, Mr. Wampler served as Chief Operating Officer of Aspect Holdings, President of Aspect Energy and General Exploration Partners (“GEP”) and Board member for GEP from 2007 to 2012. Mr. Wampler directed the day-to-day management of Aspect’s domestic operations in the US Gulf Coast and international operations in Hungary and Kurdistan, Iraq. Before joining Aspect, Mr. Wampler was Chief Operating Officer and a Board member of Lewis Energy Group from 2004 to 2007. Prior to joining Lewis Energy, Mr. Wampler was Division Operations Manager and Drilling Manager of EOG Resources from 1984 to 2004, and prior to joining EOG, he held several engineering positions. Mr. Wampler served on the Board of Directors of Energy XXI and its Audit Committee from December 2016 until its merger with Cox Oil in October 2018. Mr. Wampler earned his Bachelor of Science in Petroleum Engineering from University of Louisiana at Lafayette. Mr. Wampler is qualified to serve on the Board due to his decades of operational experience in various facets of the oil and gas industry.
Independent Director
Age: 68
Service commenced: 2016
Board Committees: Audit Compensation
Other current public company directorships: None

Information regarding Kathleen McAllister, a Class II director, is set forth previously in this proxy statement under “Director Nominees.”


2023 Proxy Statement			SilverBow Resources, Inc. \| 12

Class III Directors


			David Geenberg Head of North American Investment Team of Strategic Value Partners

			Mr. Geenberg was appointed a director of SilverBow in April 2016 after being designated by Strategic Value Partners pursuant to the Nomination Agreement. Mr. Geenberg is Head of the North American investment team at SVP; he has served in that role since January 2016 after being a senior member of SVP’s investment team focused on power, energy, and infrastructure, in which capacity he worked for the firm since 2009. From 2005 to 2009, Mr. Geenberg worked at Goldman, Sachs & Co., most recently in the merchant bank’s Infrastructure Investment Group and, prior to that, in the Natural Resources Group in the investment bank. Mr. Geenberg currently also serves on the boards of five private companies: GenOn Energy, one of the largest independent power producers in the United States, SH-130 Concession Company, a toll road concessionaire in Texas, IPC Systems, a leading provider of trading floor communications to banks, OmniMax International, a leading US building products company, and PureField Ingredients, a plant-based protein producer, and previously served on the boards of Penn-Virginia Corporation (including as co-chairman), Chaparral Energy, Bicent Power, and White Energy. He received a Bachelor of Arts in Economics from Dartmouth College. Mr. Geenberg brings to the Board experience advising and investing in the energy industry and significant capital markets knowledge.
Independent Director
Age: 39
Service commenced: 2016
Board Committees: Nominating and Strategy
Other current public company directorships: None


13 \| SilverBow Resources, Inc.			2023 Proxy Statement


			Marcus C. Rowland Founder and Director of IOG Capital

			Mr. Rowland was named a director and Chairman of the Board of SilverBow in September 2016. He was appointed as Chairman of the Board by our Nominating and Strategy Committee and is classified as an “independent director,” as such term is specifically used in the Nomination Agreement, meaning he was not designated by any of the Consenting Noteholders including SVP. Mr. Rowland is the Founder and a Director of IOG Capital, LP ("IOG"), an energy investment firm, where he also previously led such company’s investment team as Senior Managing Director from 2014 to 2021. Prior to IOG, Mr. Rowland served as the Chief Executive Officer at FTS International, Inc. (formerly Frac Tech International, LLC) from May 2011 through November 2012, and as the President and Chief Financial Officer of Frac Tech Services, LLC and Frac Tech International, LLC from November 2010 to May 2011. Mr. Rowland served as the Chief Financial Officer or equivalent positions of Chesapeake Energy Corporation from 1993, when the company became publicly traded, until October 2010, leaving in the position of Executive Vice President and Chief Financial Officer. Prior to that, Mr. Rowland served as Chief Operating Officer of Anglo-Suisse, LP from 1990 to 1992, having previously owned his own operating company earlier in his career. Mr. Rowland has served as a director on the boards of a number of public and private companies. He was previously Chairman of the Board at Chaparral Energy, Inc. from April 2019 to October 2020, and also served as a director at SAExploration Holdings, Inc. from 2020 through December 2022, Warrior Technologies Acquisition Company from 2021 through September 2022, Key Energy Services, Inc. from 2020 through February 2022, MIND Technology, Inc. (formerly Mitcham Industries, Inc.) from 2015 through January 2022, Warren Resources, Inc. from 2012 to 2014 and Chesapeake Midstream Partners from 2010 to 2011. He is an alumnus of Wichita State University. Mr. Rowland is a seasoned oil and gas corporate executive, director, and investment manager with over 40 years of experience in all aspects of upstream and midstream business segments and brings that knowledge along with his expertise in energy mergers, acquisitions, divestitures, public securities transactions, environmental, social and governance ("ESG") oversight, and derivatives facilities to the Board.
Independent Director
Age: 70
Service commenced: 2016
Chairman of the Board
Board Committees: Nominating and Strategy
Other current public company directorships: None


2023 Proxy Statement			SilverBow Resources, Inc. \| 14

Our Principles for Corporate Governance include stock ownership requirements for our non-employee directors (excluding the two directors who are employees of our significant shareholder, SVP) that further align the Company's director and shareholder interests by enhancing our directors' long-term perspective. Each applicable director is required to hold an equity ownership in the Company with a value of at least four times the director's annual retainer. Such ownership should generally be achieved within a five-year grace period from the later of (i) when the director was first elected to the Board or (ii) April 30, 2019, the date on which the Principles were amended to include the non-employee director stock ownership requirements.


			Sean C. Woolverton Chief Executive Officer

			Mr. Woolverton was appointed Chief Executive Officer and a member of the Board of SilverBow in March 2017. He was appointed to the Board by our Nominating and Strategy Committee in accordance with the terms of the Nomination Agreement. He was previously the Chief Operating Officer of Samson Resources Company (“Samson”), a private oil and natural gas company, from January 2016 to February 2017, having joined Samson in November 2013. Samson filed for bankruptcy protection in the Federal Court in the District of Delaware on September 16, 2015, and emerged from bankruptcy on March 1, 2017, shortly after Mr. Woolverton’s resignation. From 2007 to 2013, Mr. Woolverton held a series of positions of increasing responsibility at Chesapeake Energy Corporation, a public independent exploration and development oil and natural gas company, including Vice President of its Southern Appalachia business unit. Prior to joining Chesapeake Energy Corporation, Mr. Woolverton worked for Encana Corporation, a North American oil and natural gas producer, where he oversaw its Fort Worth Basin development and shale exploration teams in North Texas. Earlier in his career, Mr. Woolverton worked for Burlington Resources in multiple engineering and management roles. Mr. Woolverton received his Bachelor of Science degree in Petroleum Engineering from Montana Tech. Mr. Woolverton brings his vast operational leadership and knowledge to SilverBow and the Board.
Employee Director
Age: 53
Service commenced: 2017
Other current public company directorships: None

The following table sets forth certain summary information regarding compensation paid or accrued by the Company to or on behalf of the Company’s non-employee directors for the fiscal year ended December 31, 2021. Although the Board views such as compensation for 2021 service, the restricted cash award provided for 2021 to 2022 Board service was not earned or paid until February of 2022, and thus, will be reflected in the Company's 2022 Director Compensation Table. The restricted cash award that is included in the table below is for what the Board views as compensation for 2020 service, specifically 2020 to 2021 Board service, that was not earned or paid until February of 2021.

Name
Fees Earned or Paid in Cash
($)(1)
Stock Awards
($)(2)
Total
($)
(a) (b) (c) (h)
Michael Duginski $ 132,026 $ 49,980 $ 182,006
Gabriel L. Ellisor $ 142,800 $ 49,980 $ 192,780
David Geenberg(3)
$ — $ — $ —
Christoph O. Majeske(3)
$ — $ — $ —
Marcus C. Rowland $ 170,800 $ 49,980 $ 220,780
Charles W. Wampler $ 122,800 $ 49,980 $ 172,780

(1) Amounts in this column include annual board retainers, committee chair premiums and a restricted cash award granted on February 26, 2020, and which vested and was paid on February 26, 2021. As described further above, directors received a restrictive cash award on February 24, 2021, for 2021 to 2022 Board service, which vested and became payable in 2022 on the anniversary of the grant, as follows: Messrs. Duginski, Ellisor and Wampler - $80,000 each, and Mr. Rowland - $190,000. The 2021 restrictive cash award will be reflected in the Company's 2022 Director Compensation Table.

(2) Amounts in this column reflect the aggregate grant date fair value of the RSUs granted to our non-employee directors, calculated in accordance with Financial Standards Accounting Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For additional information about the assumptions used in the valuation of such awards, see Note 7 to Consolidated Financial Statements to the Company’s audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. As of December 31, 2021, our non-employee directors held the following number of (i) vested and unexercised stock options: Messrs. Duginski, Ellisor and Wampler - 8,823 each, and Mr. Rowland - 64,263 (which subsequently expired on January 9, 2022); (ii) no unvested stock options; and (iii) unvested RSUs (which vested in full on February 24, 2022): Messrs. Duginski, Ellisor, Rowland and Wampler - 6,000 each.

~~(3) As described above, directors who are employees of our significant shareholder, SVP, do not receive any compensation for their service as directors.~~

~~Nominations for Directors~~

Identifying Candidates

Subject to the then-applicable terms of the Nomination Agreement, the Nominating and Strategy Committee, in consultation with the Chairman of the Board, is responsible for identifying and screening potential director candidates and recommending qualified candidates to the Board for nomination. The Committee will also consider director candidates recommended by the shareholders in accordance with the Company’s Bylaws. For information on how to recommend a director candidate, refer to “Shareholder Proposals” in this proxy statement. The Nominating and Strategy Committee evaluates nominees recommended by shareholders using the same criteria it uses to evaluate other candidates, subject to the terms of the Nomination Agreement.

Qualifications

The Board has codified standards for directors in SilverBow's Principles for Corporate Governance. These principles provide that the Board should ~~encompass~~include a diverse range of talent, perspective, skill and expertise sufficient to provide sound and prudent guidance with respect to the Company's operations and interests. The


~~15 \| SilverBow Resources, Inc.~~			~~2022 Proxy Statement~~

Principles for Corporate Governance also provide that at all times a majority of the Board must be "independent directors" as defined ~~from time to time~~ by the listing requirements of the ~~NYSE~~New York Stock Exchange ("NYSE") and any specific requirements established by the Board. The Nominating and Strategy Committee has not established in any governing document a specific minimum or fixed maximum age (although a director must inform the Chairman of the Board or the Chair of the Nominating and Strategy Committee when he/she reaches the age of 75), education, years of business experience or specific types of skills for potential director candidates; but, in general, consideration is given to each candidate’s reputation, mature judgment, career specialization, relevant technical skills, diversity and the extent to which the candidate would fill a present need on the Board.

The Company’s Principles for Corporate Governance require that each director:

• understand SilverBow's business and the marketplaces in which it operates;

• regularly attend meetings of the Board and of the Board committee(s) on which he or she serves;

• review the materials provided in advance of meetings and any other materials provided to the Board from time to time;

• actively, objectively and constructively participate in meetings and the strategic decision-making processes;

• share his or her perspective, background, experience, knowledge and insights as they relate to the matters before the Board and its committees;

• be familiar and comply in all respects with the Code of Ethics and Business Conduct of the Company.

We have not adopted a specific written policy with respect to diversity; however, the Nominating and Strategy Committee considers principles of diversity, including different viewpoints, backgrounds, experiences and other demographics (such as age, gender, nationality, race, ethnicity and LGBTQ+ status), as factors in evaluating nominees to recommend for service on our Board. As part of the Board’s annual succession planning and self-assessment processes, and in accordance with the terms of the then-applicable Nomination Agreement, the Board reviews the diversity of specific skills and characteristics necessary for optimal functionality of the Board in its oversight of the Company for both the short and long term. This assessment of diversity and the proper skills and characteristics of candidates on our Board must be done in accordance with the Nomination Agreement in effect, as discussed further in the "Related-Party Transactions" section of this proxy statement, which establishes our Board structure and director classes and gives the right to ~~Consenting Noteholders~~SVP to nominate and remove ~~certain~~two directors.


6 \| SilverBow Resources, Inc.			2020 Proxy Statement

The Board’s succession planning requires the Nominating and Strategy Committee and the Board to consider the skill areas currently represented on the Board, and specifically those represented by directors expected to retire or leave the Board in the near future. Those skill sets are assessed against the target skill areas established annually by the Board and the recommendations of directors regarding skills that could potentially improve the overall quality and ability of the Board to carry out its function. The Board then establishes the specific target skill areas or experiences, as well as considering other principles of diversity, that are to be the focus of a director search, when ~~necessary.~~necessary, as the Board did with the director search related to the expansion of the Board in January 2023. Specific qualities or experiences could include experience in the Company's industry, financial or technological expertise, experience in situations comparable to the Company's, leadership experience and relevant geographical experience. The effectiveness of the Board's diverse mix of skills and experiences is also considered and reviewed as part of each Board self-assessment.

Nomination of Candidates


~~2022 Proxy Statement~~			~~SilverBow Resources, Inc. \| 16~~

The Nominating and Strategy Committee also exercises its independent business judgment and discretion in evaluating the suitability of any recommended candidate for nomination.

Summary of Director Qualifications

Skills and Experience

Duginkski

Ellisor

Geenberg

Grigsby

Majeske

McAllister

Rowland

Wampler

Woolverton

Accounting & Financial Reporting

Business Development /Mergers and Acquisitions

Executive Leadership/Experience

Corporate Governance

Environmental, Health, Safety & Sustainability

E&P Industry Experience

Finance/ Capital Allocation

Operations

Other Public Company Board Service

Private Company Board Service

Strategic Planning and Risk Management

Tenure and Independence

Service Commenced

2016

2023

2016

2023

2016

2017

Independent

Demographics

Age

Gender Identity

Male

Female

Male

Female

Male


7 \| SilverBow Resources, Inc.			2023 Proxy Statement

Director Nominees

Class I Director Nominees


			Michael Duginski President and Chief Executive Officer of Sentinel Peak Resources

			Mr. Duginski has served as a director of SilverBow since April 2016, and is recommended for re-election at this Annual Meeting by both our Nominating and Strategy Committee and our Board. He is classified as an “independent director,” as such term is specifically used in the Nomination Agreement, meaning he was not designated by any of the Consenting Noteholders including SVP. Mr. Duginski assumed the role of President and CEO of Sentinel Peak Resources in 2015, a company focused on acquisition, development and exploration of oil and gas assets. Previously, Mr. Duginski was Chief Operating Officer and Executive Vice President of Berry Petroleum from 2007 to 2013, where he led all operations including corporate development, production, reserves, drilling, EH&S and land, including corporate strategic planning, until Berry's sale to Linn Energy. Mr. Duginski has served on the public board of Madagascar Oil Limited from April 2015 to April 2016, and several private boards. Mr. Duginski received his Master of Business Administration from California State University, Bakersfield, and his Bachelor of Science in Mechanical Engineering from the University of Arizona. His qualifications to serve on the Board include his approximately 35 years of experience in the oil and gas industry along with his executive and directorship experience.
Independent Director
Age: 57
Service commenced: 2016
Board Committees: Audit Nominating and Strategy (Chair)
Other current public company directorships: None


2023 Proxy Statement			SilverBow Resources, Inc. \| 8


			Jennifer M. Grigsby Former Executive Vice President and Chief Financial Officer of Ascent Resources LLC

			Ms. Grigsby was named an independent director of SilverBow Resources on January 9, 2023 by the Company’s Board, and is recommended for election at the Annual Meeting by both our Nominating and Strategy Committee and our Board. Ms. Grigsby was first identified as a director candidate by a non-management director and included in the overall candidate pool reviewed by a third-party, global search firm engaged for the director selection process. Most recently, Ms. Grigsby served as Secretary of Economic Administration for the State of Oklahoma, from March 2021 through November 2022. Prior to this role, Ms. Grigsby served as Executive Vice President and Chief Financial Officer of Ascent Resources, LLC, an oil and gas exploration and production company located in Oklahoma City, Oklahoma, from 2015 until 2020. Ms. Grigsby previously served as CFO of American Energy – Woodford, LLC and CEO and CFO of American Energy Minerals, LLC from February 2015 to July 2015. Prior to her roles at American Energy, Ms. Grigsby spent almost 19 years with Chesapeake Energy Corporation and served in various executive roles including Senior Vice President, Treasurer and Corporate Secretary and Senior Vice President – Corporate and Strategic Planning. Ms. Grigsby currently serves on the board of directors and audit committee of each of CrossFirst Bankshares, Inc., as well as Cetarus Ltd. and on the board of directors and investment committee of CompSource Mutual Insurance Company. Ms. Grigsby holds a BS degree in Accounting from Oklahoma State University and an MBA from Oklahoma City University. Ms. Grigsby is a Certified Public Accountant and Chartered Global Management Accountant and is a member of the Oklahoma Society of Certified Public Accountants and the American Institute of Certified Public Accountants. Ms, Grigsby brings over 30 years of progressive senior management experience in accounting, treasury, risk management, corporate governance, and corporate finance, primarily in the oil and gas exploration and production industry to the Board.
Independent Director
Age: 54
Service commenced: 2023
Board Committees: None at present; to be assigned
Other current public company directorships: CrossFirst Bankshares, Inc.


9 \| SilverBow Resources, Inc.			2023 Proxy Statement


			Christoph O. Majeske Advisor of Strategic Value Partners

			Mr. Majeske has served as a director of SilverBow since September 2016. He was designated as a director by SVP pursuant to the Nomination Agreement, and is recommended for re-election at this Annual Meeting by both our Nominating and Strategy Committee and our Board. Mr. Majeske is an Advisor of Strategic Value Partners and was previously a Director of Strategic Value Partners and member of the North American investment team with a focus on energy, transportation and industrials. From 2006 to 2015, he was a Vice President and Operating Executive of Cerberus Capital Management (“Cerberus”). At Cerberus, Mr. Majeske executed private equity transactions and held various interim executive roles at portfolio companies, including Chief Financial Officer and Chief Restructuring Officer, in both North America and Europe across a range of industries. From 2000 to 2006, Mr. Majeske was a member of the M&A Advisory team at PricewaterhouseCoopers. He received a Bachelor of Business Administration in Finance, Accounting and Economics with High Distinction from the University of Michigan in 2000. He also serves on the Board of Directors of White Energy. He was previously on the Board of Directors of Dolphin Drilling, Genco Shipping & Trading, GSE Environmental and PureField Ingredients. Mr. Majeske brings a wealth of financial and restructuring experience to the Board.
Independent Director
Age: 44
Service commenced: 2016
Board Committees: Compensation (Chair)
Other current public company directorships: None

Class II Director Nominee


			Kathleen McAllister Former Chief Executive Officer and Chief Financial Officer of Transocean Partners LLC

			Ms. McAllister was named an independent director of SilverBow Resources on January 9, 2023 by the Company’s Board and is recommended for election at this Annual Meeting by both our Nominating and Strategy Committee and our Board. Ms. McAllister was first identified as a director candidate by a third-party, global search firm engaged for the director selection process. Most recently, Ms. McAllister served as President, Chief Executive Officer, and Director of Transocean Partners LLC, an offshore drilling contractor, from 2014 to 2016 and as Chief Financial Officer in 2016. From 2011 to 2014, Ms. McAllister served as Vice President and Treasurer of Transocean Ltd. and led the initial public offering of Transocean Partners in 2014 after holding roles of increasing responsibility in corporate and operations, finance, treasury, accounting and tax with Transocean Ltd. Ms. McAllister began her career at Deloitte & Touche LLP and served in various finance, treasury, accounting and tax roles at Baker Hughes Company, Helix Energy Solutions Group, Inc. and Veritas DGC Inc. prior to joining Transocean. Ms. McAllister currently serves as an independent director and audit committee chair for The Metals Company, an independent director and audit committee member of Black Hills Corporation, and an independent director, audit committee member and conflicts committee member of Höegh LNG Partners LP. Ms. McAllister holds a BS degree in Accounting from the University of Houston-Clear Lake. Ms. McAllister brings proven leadership and global, capital-intensive business experience and financial acumen to the Board.
Independent Director
Age: 58
Service commenced: 2023
Board Committees: None at present; to be assigned
Other current public company directorships: The Metals Company Black Hills Corporation


2023 Proxy Statement			SilverBow Resources, Inc. \| 10

Vote Required and Board Recommendation

SilverBow's Bylaws provide that a plurality of the votes cast by holders of shares entitled to vote is necessary to elect each nominee.


The Board of Directors unanimously recommends that shareholders vote “FOR” each director nominee identified in this proxy statement to serve as a Class I or Class II Director, as applicable.


11 \| SilverBow Resources, Inc.			2023 Proxy Statement

CONTINUING MEMBERS OF THE BOARD OF DIRECTORS

Class II Directors


			Gabriel L. Ellisor Managing Partner of 3BAR Industries LLC

			Mr. Ellisor was named a director of SilverBow in April 2016. He was originally designated as a director by the Consenting Noteholders (excluding SVP) pursuant to the Nomination Agreement. Mr. Ellisor assumed the role of Managing Partner of 3BAR Industries, LLC, a construction company focused on civil work primarily for solar projects, in June 2021. He previously served as Chief Financial Officer of Three Rivers Operating Company II, an oil and gas company, from July 2012 to February 2015 and as Chief Financial Officer for Three Rivers Operating Company I from 2010 to 2012, until such acquisition vehicles were sold. Prior to joining Three Rivers, Mr. Ellisor was a principal at Rivington Capital Advisors from 2008 to 2010. Mr. Ellisor has approximately 25 years of experience in the finance sector of the oil and gas industry, including holding various positions at First Interstate Bank, Wells Fargo, and BNP Paribas. He also served on the board of Salt Creek Midstream LLC from March 2018 until July 2020 and on the board of Energy XXI and as chair of its Audit Committee from April 2018 until its merger with Cox Oil in October 2018. Mr. Ellisor earned a B.B.A., with a major in Finance, from Texas Christian University. Mr. Ellisor’s qualifications to serve on the Board include his vast financial and transactional experience.
Independent Director
Age: 49
Service commenced: 2016
Board Committees: Audit (Chair) Compensation
Other current public company directorships: None


			Charles W. Wampler Chief Executive Officer & President of Resource Rock Exploration II, LLC

			Mr. Wampler has served as a director of SilverBow since April 2016. He was originally designated as a director by the Consenting Noteholders (excluding SVP) pursuant to the Nomination Agreement. Mr. Wampler assumed the role of Chairman, CEO and President of Resource Rock Exploration II, LLC in June 2017, a company that is focused on acquiring and developing oil and gas properties. Previously, Mr. Wampler served as Chief Operating Officer of Aspect Holdings, President of Aspect Energy and General Exploration Partners (“GEP”) and Board member for GEP from 2007 to 2012. Mr. Wampler directed the day-to-day management of Aspect’s domestic operations in the US Gulf Coast and international operations in Hungary and Kurdistan, Iraq. Before joining Aspect, Mr. Wampler was Chief Operating Officer and a Board member of Lewis Energy Group from 2004 to 2007. Prior to joining Lewis Energy, Mr. Wampler was Division Operations Manager and Drilling Manager of EOG Resources from 1984 to 2004, and prior to joining EOG, he held several engineering positions. Mr. Wampler served on the Board of Directors of Energy XXI and its Audit Committee from December 2016 until its merger with Cox Oil in October 2018. Mr. Wampler earned his Bachelor of Science in Petroleum Engineering from University of Louisiana at Lafayette. Mr. Wampler is qualified to serve on the Board due to his decades of operational experience in various facets of the oil and gas industry.
Independent Director
Age: 68
Service commenced: 2016
Board Committees: Audit Compensation
Other current public company directorships: None

Information regarding Kathleen McAllister, a Class II director, is set forth previously in this proxy statement under “Director Nominees.”


2023 Proxy Statement			SilverBow Resources, Inc. \| 12

Class III Directors


			David Geenberg Head of North American Investment Team of Strategic Value Partners

			Mr. Geenberg was appointed a director of SilverBow in April 2016 after being designated by Strategic Value Partners pursuant to the Nomination Agreement. Mr. Geenberg is Head of the North American investment team at SVP; he has served in that role since January 2016 after being a senior member of SVP’s investment team focused on power, energy, and infrastructure, in which capacity he worked for the firm since 2009. From 2005 to 2009, Mr. Geenberg worked at Goldman, Sachs & Co., most recently in the merchant bank’s Infrastructure Investment Group and, prior to that, in the Natural Resources Group in the investment bank. Mr. Geenberg currently also serves on the boards of five private companies: GenOn Energy, one of the largest independent power producers in the United States, SH-130 Concession Company, a toll road concessionaire in Texas, IPC Systems, a leading provider of trading floor communications to banks, OmniMax International, a leading US building products company, and PureField Ingredients, a plant-based protein producer, and previously served on the boards of Penn-Virginia Corporation (including as co-chairman), Chaparral Energy, Bicent Power, and White Energy. He received a Bachelor of Arts in Economics from Dartmouth College. Mr. Geenberg brings to the Board experience advising and investing in the energy industry and significant capital markets knowledge.
Independent Director
Age: 39
Service commenced: 2016
Board Committees: Nominating and Strategy
Other current public company directorships: None


13 \| SilverBow Resources, Inc.			2023 Proxy Statement


			Marcus C. Rowland Founder and Director of IOG Capital

			Mr. Rowland was named a director and Chairman of the Board of SilverBow in September 2016. He was appointed as Chairman of the Board by our Nominating and Strategy Committee and is classified as an “independent director,” as such term is specifically used in the Nomination Agreement, meaning he was not designated by any of the Consenting Noteholders including SVP. Mr. Rowland is the Founder and a Director of IOG Capital, LP ("IOG"), an energy investment firm, where he also previously led such company’s investment team as Senior Managing Director from 2014 to 2021. Prior to IOG, Mr. Rowland served as the Chief Executive Officer at FTS International, Inc. (formerly Frac Tech International, LLC) from May 2011 through November 2012, and as the President and Chief Financial Officer of Frac Tech Services, LLC and Frac Tech International, LLC from November 2010 to May 2011. Mr. Rowland served as the Chief Financial Officer or equivalent positions of Chesapeake Energy Corporation from 1993, when the company became publicly traded, until October 2010, leaving in the position of Executive Vice President and Chief Financial Officer. Prior to that, Mr. Rowland served as Chief Operating Officer of Anglo-Suisse, LP from 1990 to 1992, having previously owned his own operating company earlier in his career. Mr. Rowland has served as a director on the boards of a number of public and private companies. He was previously Chairman of the Board at Chaparral Energy, Inc. from April 2019 to October 2020, and also served as a director at SAExploration Holdings, Inc. from 2020 through December 2022, Warrior Technologies Acquisition Company from 2021 through September 2022, Key Energy Services, Inc. from 2020 through February 2022, MIND Technology, Inc. (formerly Mitcham Industries, Inc.) from 2015 through January 2022, Warren Resources, Inc. from 2012 to 2014 and Chesapeake Midstream Partners from 2010 to 2011. He is an alumnus of Wichita State University. Mr. Rowland is a seasoned oil and gas corporate executive, director, and investment manager with over 40 years of experience in all aspects of upstream and midstream business segments and brings that knowledge along with his expertise in energy mergers, acquisitions, divestitures, public securities transactions, environmental, social and governance ("ESG") oversight, and derivatives facilities to the Board.
Independent Director
Age: 70
Service commenced: 2016
Chairman of the Board
Board Committees: Nominating and Strategy
Other current public company directorships: None


2023 Proxy Statement			SilverBow Resources, Inc. \| 14


			Sean C. Woolverton Chief Executive Officer

			Mr. Woolverton was appointed Chief Executive Officer and a member of the Board of SilverBow in March 2017. He was appointed to the Board by our Nominating and Strategy Committee in accordance with the terms of the Nomination Agreement. He was previously the Chief Operating Officer of Samson Resources Company (“Samson”), a private oil and natural gas company, from January 2016 to February 2017, having joined Samson in November 2013. Samson filed for bankruptcy protection in the Federal Court in the District of Delaware on September 16, 2015, and emerged from bankruptcy on March 1, 2017, shortly after Mr. Woolverton’s resignation. From 2007 to 2013, Mr. Woolverton held a series of positions of increasing responsibility at Chesapeake Energy Corporation, a public independent exploration and development oil and natural gas company, including Vice President of its Southern Appalachia business unit. Prior to joining Chesapeake Energy Corporation, Mr. Woolverton worked for Encana Corporation, a North American oil and natural gas producer, where he oversaw its Fort Worth Basin development and shale exploration teams in North Texas. Earlier in his career, Mr. Woolverton worked for Burlington Resources in multiple engineering and management roles. Mr. Woolverton received his Bachelor of Science degree in Petroleum Engineering from Montana Tech. Mr. Woolverton brings his vast operational leadership and knowledge to SilverBow and the Board.
Employee Director
Age: 53
Service commenced: 2017
Other current public company directorships: None

Compensation of Directors

In accordance with its charter, the Compensation Committee periodically evaluates the compensation of non-employee directors for service on the Board and on Board committees. In consultation with an independent compensation consultant, FW Cook, the Compensation Committee recommends annual retainers and fees for service as chairs of Board committees, sets the terms and awards of any stock-based compensation and submits these recommendations to the Board for approval.

SilverBow's non-employee directors receive a combination of cash, in the form of an annual retainer payable on a quarterly basis, and stock-based compensation. Our non-executive Chairman of the Board and committee chairs receive additional compensation for their services due to the increased responsibilities that accompany these positions. Directors who are also employees of the Company or representatives appointed by our significant shareholder, SVP, receive no additional compensation for service as directors or as committee chairs.

The Compensation Committee, following discussions with FW Cook, returned to a more traditional compensation program for our directors in 2022, following the Company's strong financial performance in 2021 and two years of reduced long-term equity incentive awards for our directors, when the Compensation Committee had been conscious of managing equity dilution in a lower price environment. The director compensation program is designed to be positioned competitively between the market median and 75th percentile of our 2022 compensation peer group as further described in the Compensation Discussion and Analysis section of this proxy statement. For 2022, the value of the annual long-term incentive award granted to our non-employee directors was delivered 100% in restricted stock units ("RSUs"). The total long-term incentive award was designed to be valued at approximately $165,000 ($240,000 for Mr. Rowland as Chairman of the Board), using the January 2022 volume weighted average price ("VWAP") of the Company's stock. On the date of grant, February 23, 2022, given the stock price increase from January 2022 levels, the RSU awards were ultimately valued at approximately $178,000 ($259,000 for Mr. Rowland). The RSU award vested on the first day of the month following the one year anniversary of the date of grant (March 1, 2023).


15 \| SilverBow Resources, Inc.			2023 Proxy Statement

The following table shows the annual compensation payable to our non-employee directors for service during 2022:


Annual Board Retainer	$	70,000	(1)
Committee Chair Premiums:
Audit Committee Chair	$	20,000	(2)
Compensation Committee Chair	$	—	(3)
Nominating and Strategy Committee Chair	$	10,000	(4)
Annual Long-Term Incentive Retainer
Restricted Stock Units Value	$	165,000	(5)
Non-Executive Chairman of Board Premium
Annual Chairman of Board Retainer	$	75,000	(6)
Restricted Stock Units Value	$	75,000	(7)

(1) Annual retainer for all non-employee directors for 2022 service. Directors who are representatives appointed by our significant shareholder, SVP, receive no additional compensation (neither cash nor equity) for their service as directors and are prohibited from individually owning shares of the Common Stock under the terms of their employment, arrangement and/or agreement with SVP.

(2) Annual fee for serving as Audit Committee Chair in 2022.

(3) Annual fee for serving as Compensation Committee Chair in 2022. As the Compensation Committee Chair is a SVP representative and appointed director, no compensation was payable for service in such position.

(4) Annual fee for serving as Nominating and Strategy Committee Chair in 2022.

(5) Targeted value of the RSU award for 2022 long-term incentive retainer applicable for all non-employee directors other than directors who are representatives of and appointed by our significant shareholder, SVP.

(6) Annual additional cash retainer for leadership and increased responsibility for service as non-executive Chairman of Board.

(7) Value of 2022 premium on RSU award for long-term incentive retainer for leadership and increased responsibility as non-executive Chairman of the Board.

Our Principles for Corporate Governance include stock ownership requirements for our non-employee directors (excluding the two directors who are representatives and appointed directors of our significant shareholder, SVP) that further align the Company's director and shareholder interests by enhancing our directors' long-term perspective. Each applicable director is required to hold an equity ownership in the Company with a value of at least four times the director's annual retainer. Such ownership should generally be achieved within a five-year grace period from the later of (i) when the director was first elected to the Board or (ii) April 30, 2019, the date on which the Principles were amended to include the non-employee director stock ownership requirements.

The following table sets forth certain summary information regarding compensation paid or accrued by the Company to or on behalf of the Company’s non-employee directors for the fiscal year ended December 31, 2022. Although the Board views such as compensation for 2021 service, a restricted cash award of $80,000 ($190,000 for Mr. Rowland as Chairman of the Board) provided for 2021 to 2022 Board service (as a part of the annual long-term incentive retainer for 2021) was not earned or paid until February of 2022, and thus, is reflected in the Company's 2022 Director Compensation Table below.


Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		Total ($)
(a)	(b)		(c)		(h)
Michael Duginski	$	160,000	$	177,866	$	337,866
Gabriel L. Ellisor	$	170,000	$	177,866	$	347,866
David Geenberg(3)	$	—	$	—	$	—
Jennifer M. Grigsby(4)	$	—	$	—	$	—
Christoph O. Majeske(3)	$	—	$	—	$	—
Kathleen McAllister(4)	$	—	$	—	$	—
Marcus C. Rowland	$	323,853	$	258,705	$	582,558
Charles W. Wampler	$	150,000	$	177,866	$	327,866

(1) Amounts in this column include annual Board retainers, Board and committee chair premiums and a restricted cash award (as part of the annual long-term incentive retainer for 2021 for 2021 to 2022 Board service).


2023 Proxy Statement			SilverBow Resources, Inc. \| 16

(2) Amounts in this column reflect the aggregate grant date fair value of the RSUs granted to our non-employee directors, calculated in accordance with Financial Standards Accounting Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For additional information about the assumptions used in the valuation of such awards, see Note 7 to Consolidated Financial Statements to the Company’s audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. As of December 31, 2022, our non-employee directors held the following number of (i) vested and unexercised stock options: Messrs. Duginski, Ellisor and Wampler - 8,823 each, and Mr. Rowland - 0; (ii) no unvested stock options; and (iii) unvested RSUs (which vested in full on March 1, 2023): Messrs. Duginski, Ellisor and Rowland - 7,362 each, and Mr. Rowland - 10,708.

(3) As described above, directors who are representatives of and appointed by our significant shareholder, SVP, do not receive any compensation for their service as directors.

(4) Mses. Grigsby and McAllister commenced service as directors on January 9, 2023, and did not receive any compensation for service in 2022.

Corporate Governance

Policies and Committee Charters

Part of the Company’s historical and ongoing corporate governance practices is the Company’s policy that officers, directors, employees and certain consultants of the Company are required to submit annual disclosure statements regarding their compliance with the Company’s Conflict of Interest Policy. A management representation letter is provided to the Nominating and Strategy Committee of the Board regarding the results of the annual disclosure statements and management’s assessment of any potential or actual conflict of interest. Based on this assessment and further discussion with management, the Nominating and Strategy Committee then directs management on what additional action, if any, the committee determines necessary with regard to any potential or actual conflict of interest or related-party transaction.

The Company also requires that officers, directors, employees and certain consultants of the Company provide an annual reaffirmation of the Company’s Code of Ethics and Business Conduct. A copy of the Code of Ethics and Business Conduct is redistributed in connection with this requirement. Each required individual is asked to reaffirm and reacknowledge that they have reviewed and refreshed their knowledge of the Code of Ethics and Business Conduct and will continue to comply with all provisions therein. Each individual also reaffirms their understanding that their continued service to the Company is dependent upon compliance with the Company’s Code of Ethics and Business Conduct. In addition, all officers, directors, employees and certain consultants are required to annually recertify their understanding of, and adherence to, the Company’s Insider Trading Policy. A copy of the Insider Trading Policy is also redistributed in connection with this requirement.

Each of the Audit, Compensation and Nominating and Strategy Committees has a committee charter. These charters are reviewed annually by the applicable committee, and all of the charters are reviewed by the Nominating and Strategy Committee. The committee charters, the Board-adopted Principles for Corporate Governance and the Code of Ethics and Business Conduct are applicable to all employees and directors, and to certain consultants, and are posted on the Company’s website at www.sbow.com. Any amendments to or waivers of the Code of Ethics and Business Conduct related to executive officers or directors will be promptly posted on SilverBow's website, if and as required.

Board Leadership Structure; Meetings of Independent Directors; Role in Risk Oversight

The Board believes that this leadership structure is appropriate at this time as it allows our Chief Executive Officer to manage and lead the day-to-day business of the Company while allowing the Independent Chairman to provide independent leadership to the Board. As Independent Chairman of the Board, Mr. Rowland presides over each executive session of independent directors.

Along with the separation of our Chairman of the Board and Chief Executive Officer roles, we also have other checks and balances for our Board structure:


17 \| SilverBow Resources, Inc.			2023 Proxy Statement

• our Audit, Compensation and Nominating and Strategy committees are all completely independent, as required;

• eight of our nine Board members are independent under the standards for members of the Compensation and Nominating and Strategy Committee;

• six of our nine Board members are independent under the standards for members of the Audit Committee;

• led by the Nominating and Strategy Committee, a Board assessment is conducted annually, assessing the entire Board (not just the current class of nominees) and its committees;

• after all quarterly Audit Committee meetings, the Audit Committee meets in executive session with our independent auditor, BDO, and internal auditor team;

• following most meetings of the Board, the Independent Chairman presides over an executive session of the independent directors of the Board; and

The full Board is responsible for general oversight of enterprise risk concerns inherent in our business. The Board has chosen to retain such oversight due to the significance and reach across all aspects of the business. Enterprise risks are assessed on a short-term, intermediate-term and long-term basis, and Board oversight standards take into account various factors including materiality, frequency, scope, compliance and importance to the Company and all of its stakeholders. At each Board meeting, the Board receives reports from members of our senior management that help the Board assess the risks we face in the conduct of our business. Senior technical management frequently makes presentations to the Board about current and planned exploration and development activities and business development opportunities that may subject us to operational and financial risks. The Company also engages outside advisors and experts on enterprise risk concerns, including financial, operational, ESG, legal and compliance matters, as well as potential future threats and trends, who, on an as appropriate basis, may provide periodic updates to the Board on such matters. In addition, the Audit Committee reviews the effectiveness of our internal controls over financial reporting, which are designed to address risks specific to financial reporting, with our internal auditor and independent accountant at least annually. The Audit Committee is also responsible for oversight of the Company’s cyber risk management. Periodic cyber risk updates are provided by Company management to the Board and Audit Committee, and the Audit Committee annually reviews the effectiveness of such controls. This includes mitigation initiatives, external security assessments, and employee and user training. Additionally, given the importance, our full Board has chosen to retain responsibility for oversight of environmental, social and governance ("ESG") risks at this time, including risks related to climate change, sustainability, strategy and human capital. The Board receives routine updates from the Company's ESG Task Force on sustainability and report issuance, SilverBow's ESG profile and progress updates on mitigation initiatives. Through the Company’s independent committees, SilverBow has established processes for the effective oversight of critical issues, such as integrity of our financial statements and cybersecurity by our Audit Committee, executive compensation by our Compensation Committee, and corporate governance, including the selection of directors and director nominees, by our Nominating and Strategy Committee.

Related-Party Transactions

Other than the Company’s Conflict of Interest Policy, the Company has not adopted a formal related-party transaction policy. As a matter of corporate governance policy and practice, all related-party transactions as defined under Item 404(a) of Regulation S-K along with any disclosures under SilverBow's Conflict of Interest Policy, are presented to and considered by the Nominating and Strategy Committee of the Company’s Board of Directors prior to any related-party transaction occurring, as well as annually and on an as-needed basis. See the discussion set forth above under “Corporate Governance” regarding the Conflict of Interest Policy and related annual disclosure process used to identify and evaluate related-party transactions, if any, disclosed by our directors, officers, employees and certain consultants.


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Director Nomination Agreement

~~Following the expiration of the initial terms of the Board after the effective date of~~On April 22, 2016, we entered into the Nomination Agreement ~~(April 22, 2016),~~with SVP and certain other former holders of our ~~Charter and~~cancelled senior notes (the “Consenting Noteholders”). Pursuant to the Nomination Agreement, ~~require that~~SVP has the ~~Company and the Consenting Noteholders shall take all necessary actions~~right to ~~cause the Board to consist of seven members as follows:~~

~~(i)the Chief Executive Officer of SilverBow, which shall be a Class III director;~~

~~(ii)~~designate two director nominees ~~designated by SVP~~ (each an “SVP Designated Director”), which shall be one Class I director and one Class III director; provided, that (A) the number of nominees designated by SVP shall be reduced to one director, which shall be a Class III director, at such time as SVP and its affiliates ~~(other than other Consenting Noteholders)~~ (the “SVP Entities”) collectively beneficially own Common Stock representing an equity percentage of less than 15% and greater than or equal to 8%, with the understanding that such reduction to one director shall be permanent and despite any later increase in their equity percentage, and (B) SVP shall permanently, and despite any later increase in their equity percentage, no longer be entitled to designate a nominee at such


~~17 \| SilverBow Resources, Inc.~~			~~2022 Proxy Statement~~

time as the SVP Entities collectively beneficially own Common Stock representing an equity percentage of less than 8%;

~~(iii)two nominees designated by~~. The other Consenting Noteholders own less than the requisite equity percentage necessary to maintain their rights under the Nomination Agreement; as such, the related provisions of the Nomination Agreement for the Consenting Noteholders ~~as a group (excluding SVP until such time that SVP is no longer entitled~~ to designate an SVP Designated Director) (the “Noteholder Designated Directors”), which shall be two Class II directors; provided, that (A) the number of nominees designated by the Consenting Noteholders shall be reduced to one director, which shall be a Class II director at such time as the Consenting Noteholders and their affiliates (the “Noteholder Entities”) collectively beneficially own Common Stock representing an equity percentage of less than 15% and greater than or equal to 8%, with the understanding that such reduction to one director shall be permanent and despite any later increase in their equity percentage, and (B) except as set forth in item (iv) below, such Consenting Noteholders shall permanently, and despite any later increase in their equity percentage,nominees are no longer ~~be entitled to designate a nominee at such time as the Noteholder Entities collectively beneficially own Common Stock representing an equity percentage of less than 8%;~~

~~(iv)~~for the purposes of calculating the equity percentage in clauses (A) and (B) of item (iii) above, with respect to SVP’s ownership, the equity percentage shall only include the portion of SVP’s equity percentage that exceeds 15%, but shall contribute to the equity percentage described in (iii) above only up to a maximum of 7.9%, until such time that SVP is no longer entitled to designate an SVP Designated Director. At such time that SVP is no longer entitled to designate an SVP Designated Director, all of SVP’s ownership shall be included in the equity percentage calculations in clauses (A) and (B) of item (iii) above. For the purposes of item (iii) above, the designation right contained in such provision shall still be available at the time SVP is no longer entitled to designate an SVP Designated Director, if at such time, the equity percentage ownership threshold in clause (B) of item (iii) above is satisfied; and

~~(v)~~one independent director (as such term is used solely for purposes of the Nomination Agreement) and one additional director (which will be the Chairman) nominated by the Nominating and Strategy Committee of the Board, which shall be designated a Class I director and a Class III director, respectively.operative.

So long as SVP is entitled to designate a nominee, SVP shall have the right to remove such nominee (with or without cause), from time to time and at any time, from the Board. Should a director designated by SVP be removed for any reason, whether by SVP or otherwise in accordance with the Charter and the Bylaws, SVP shall be entitled to designate an individual to fill the vacancy created by such removal so long as SVP is entitled to designate a nominee on the date of such replacement designation, subject to the Charter and Bylaws of the Company.

In addition, if SVP loses the right to nominate any directors, it may not remove and replace their directors still on the Board. If the Consenting Noteholders lose the right to remove and replace any directors pursuant to the then-existing terms of the Nomination Agreement, the Consenting Noteholders will lose the right to remove and replace such directors.

The Nomination Agreement will terminate upon the earlier to occur of (a) such time as the Consenting Noteholders in the aggregate no longer beneficially own Common Stock representing an equity percentage equal to or greater than 8%, or (b) the delivery of written notice to SilverBow by all of the Consenting Noteholders, requesting the termination of the Agreement. Further, at such time as any particular Consenting Noteholder ceases to beneficially own any shares of Common Stock, all rights and obligations of such Consenting Noteholder under the Nomination Agreement will terminate.

As of March ~~18, 2022,~~17, 2023, SVP maintains its right to nominate two directors (one Class I Director and one Class III Director) under the Nomination Agreement. The other Consenting Noteholders own less than the requisite equity percentage necessary to maintain their right to nominate two Class II Directors under the Nomination ~~Agreement. As~~Agreement; as such, the related provisions of the Nomination Agreement for the Consenting Noteholders Class II director nominations are no longer operative.

The foregoing summary of the Nomination Agreement is qualified in its entirety by reference to the full text of the Nomination Agreement, which is included as Exhibit 4.7 to our Registration Statement on Form S-8 (File No. 333-210936), filed on April 27, 2016.


~~2022 Proxy Statement~~			~~SilverBow Resources, Inc. \| 18~~

Registration Rights Agreement

We also entered into a registration rights agreement effective April 22, 2016 (the “Registration Rights Agreement”) with parties who received shares of Common Stock upon the effective date of the Registration Rights Agreement (the “Holders”) representing 5% or more of the Common Stock outstanding on that ~~date.~~date, including SVP. The Registration Rights Agreement provides resale registration rights for the Holders’ Registrable Securities (as defined in the Registration Rights Agreement).

Pursuant to the Registration Rights Agreement, Holders have customary demand, underwritten offering and piggyback registration rights, subject to the limitations set forth in the Registration Rights Agreement. Under their demand registration rights, Holders owning at least 5% of the outstanding shares of Common Stock may request us to register all or a portion of their Registrable Securities, including on a delayed or continuous basis under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”). Each Holder is entitled to two demand registrations. Generally, we are required to provide notice of the demand request within five business days following the receipt of the demand notice to all additional Holders, who may, in certain circumstances, participate in the registration. Under their underwritten offering registration rights, Holders also have the right to demand us to effectuate the distribution of any or all of its Registrable Securities by means of an underwritten offering pursuant to an effective registration statement. Each Holder is entitled to two underwritten offering requests. We are not obligated to effect a demand notice or an underwritten demand notice within 180 days of


19 \| SilverBow Resources, Inc.			2023 Proxy Statement

closing either a demand registration or an underwritten offering. We are required to maintain the effectiveness of any such registration statement until the earlier of 180 days (or two years if a “shelf registration” is requested) after the effective date of the Registration Rights Agreement and the consummation of the distribution by the participating Holders. Under their piggyback registration rights, if at any time we propose to register an offering of Common Stock for our own account, we must give at least five business days’ notice to all Holders of Registrable Securities to allow them to include a specified number of their shares in the registration statement.

These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration and our right to delay or withdraw a registration statement under certain circumstances. We will generally pay all registration expenses in connection with our obligations under the Registration Rights Agreement, regardless of whether a registration statement is filed or becomes effective. The registration rights granted in the Registration Rights Agreement are subject to customary indemnification and contribution provisions, as well as customary restrictions such as blackout periods and, if an underwritten offering is contemplated, limitations on the number of shares to be included in the underwritten offering that may be imposed by the managing underwriter.

The obligations to register shares under the Registration Rights Agreement will terminate with respect to us and each Holder on the first date upon which the Holder no longer beneficially owns any Registrable Securities.

The foregoing summary of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is included as Exhibit 10.1 to the our Current Report on Form 8-K (File No. 001-08754) filed on April 28, 2016.


192023 Proxy Statement			SilverBow Resources, Inc. \| 20

AFFIRMATIVE DETERMINATIONS REGARDING INDEPENDENT DIRECTORS AND FINANCIAL EXPERTS

The Board has determined that each of the following directors is an “independent director” as such term is defined in Section 303A.02 of the Listed Company Manual of the NYSE: Michael Duginski, Gabriel L. Ellisor, David Geenberg, Jennfer M. Grigsby, Christoph O. Majeske, Kathleen McAllister, Marcus C. Rowland and Charles W. Wampler. In reaching this determination, the Board has affirmatively determined that each of these directors has no material relationship with the Company as contemplated under Section 303A.02. The Board has determined that each of these same directors is independent for the purposes of Nominating and Strategy Committee service, although each does not currently serve on the Nominating and Strategy Committee. The Board also has determined that these same directors are each “independent” under the heightened standards set forth in Section 303A.02 of the Listed Company Manual of the NYSE for the purposes of Compensation Committee service, although these directors do not all serve on the Compensation Committee. These independent directors represent a majority of the Company’s Board of Directors. Mr. Woolverton is not an independent director because he also serves as Chief Executive Officer of the Company.

The Board has also determined that each of the following directors is “independent” under the heightened standard set forth in Section 303A of the Listed Company Manual of the NYSE for the purposes of Audit Committee service (including, by reference, the standards set forth under Rule 10A-3 under the Securities Exchange Act of 1934 (the “Exchange Act”)): Michael Duginski, Gabriel L. Ellisor, Jennifer M. Grigsby, Kathleen McAllister, Marcus C. Rowland, and Charles W. Wampler. Although these directors do not all serve on the Audit Committee, six of our nine directors are independent for Audit Committee purposes at this Annual Meeting.


21 \| SilverBow Resources, Inc.			~~2022~~2023 Proxy Statement

MEETINGS AND COMMITTEES OF THE BOARD

The following standing committees have been established by the Board: Audit, Compensation and Nominating and Strategy. Descriptions of the membership, chairs and functions of these committees are set forth below. The following chart identifies the number of meetings and actions by consent of the Board and the committees during 2022:


	Board of Directors	Audit	Compensation	Nominating and Strategy
Number of meetings held	15	4	1	4
Number of actions by consent	4	0	0	0

During 2022, each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board plus (ii) the total number of meetings of all committees of the Board on which he served.


AUDIT COMMITTEE
			Members
			Gabriel L. Ellisor (Chair)
			Michael Duginski
			Charles W. Wampler

Primary Responsibilities

Independence and Financial Expertise

The committee is required to be comprised of three or more non-employee directors, each of whom is determined by the Board to be “independent” under the rules promulgated by the SEC under the Exchange Act and meets the financial literacy and experience requirements under the rules or listing standards established by the NYSE, as may be amended. In addition, at least one member of the committee must satisfy the definition of “audit committee financial expert” as such term may be defined from time to time under the rules promulgated by the SEC. The Board has determined that Messrs. Ellisor and Duginski qualify as “audit committee financial experts” and that each member of the Audit Committee is independent as defined in the NYSE listing standards and the Exchange Act rules, and each meets the financial literacy and experience requirements established by the NYSE.

Audit Committee Report

A report of the Audit Committee appears later in this proxy statement.


COMPENSATION COMMITTEE
			Members
			Christoph O. Majeske (Chair)
			Gabriel L. Ellisor
			Charles W. Wampler

Primary Responsibilities


2023 Proxy Statement			SilverBow Resources, Inc. \| 22

the strategy of SilverBow, competitive practices and the requirements of the appropriate regulatory bodies. In addition, this committee evaluates and makes recommendations to the Board regarding the compensation of the directors. The Compensation Committee evaluates and approves any amendment, some of which may require shareholder approval, to the Company’s existing equity-related plans and approves the adoption of any new equity-related plans, subject to shareholder and Board approval. The Compensation Committee may delegate its authority to subcommittees constituted of a member or members of the Compensation Committee, but generally does not delegate authority to members of management to oversee executive compensation matters or compensation plan matters, including both equity-related and cash incentive compensation plans.

Independence

The Compensation Committee is required to be comprised of at least three directors who are non-employee directors and determined by the Board to be independent under applicable Exchange Act rules and NYSE listing standards. The Board has determined that all Compensation Committee members qualify as non-employee directors under applicable Exchange Act rules and NYSE listing standards.

Compensation Committee Report

The report of the Compensation Committee is included as part of “Compensation Discussion and Analysis” of this proxy statement.

Independent Compensation Consultant


NOMINATING AND STRATEGY COMMITTEE
			Members
			Michael Duginski (Chair)
			David Geenberg
			Marcus C. Rowland

Primary Responsibilities

The Nominating and Strategy Committee identifies individuals qualified to become directors, nominates candidates for directorships and also recommends to the Board the membership of each of the Board’s committees. Subject to the Nomination Agreement, this committee may consider nominees recommended by shareholders upon written request by a shareholder. The Nominating and Strategy Committee develops, monitors and recommends to the Board corporate governance principles and practices applicable to SilverBow. The committee also assists Company management in identifying, screening and recommending to the Board individuals qualified to become executive officers of the Company. In addition, this committee administers the Company’s Conflict of Interest Policy. While the Board of Directors retains the responsibility for the Company's ESG oversight, as part of its responsibilities, the Nominating and Strategy Committee reviews and makes recommendations to the Board regarding policies, programs and practices respecting matters of corporate social responsibility that impact the Company's ability to effectively achieve its business goals.

Independence

The Nominating and Strategy Committee is required to comprise at least three directors who are non-employee directors and determined by the Board to be independent under the NYSE listing standards and the Exchange Act rules and the Board has determined that all Nominating and Strategy Committee members qualify as non-employee directors under such standards and rules.


23 \| SilverBow Resources, Inc.			2023 Proxy Statement

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

The following table sets forth information concerning the shareholdings of each person who, to the Company’s knowledge, beneficially owned more than five percent of the Company’s outstanding Common Stock as of March ~~18, 2022:~~17, 2023:

Name and Address of Beneficial Owner
Amount and Nature
of Beneficial Ownership
(# of shares)
Percent of Class
Strategic Value Partners, LLC
100 West Putnam Avenue
Greenwich, CT 06830 4,476,462 (1) 26.6 %
Teal Upstream Holdings, LLC
8235 Douglas Avenue, Suite 1100
Dallas, TX 75225 1,351,961 (2) 8.0 %
FMR LLC
245 Summer Street
Boston, MA 02210 1,076,104 (3) 6.4 %
Post Oak Energy Holdings, LLC
34 S. Wynden Dr, Suite 300
Houston, Texas 77056 970,012 (4) 5.8 %


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (# of shares)		Percent of Class
Strategic Value Partners, LLC 100 West Putnam Avenue Greenwich, CT 06830	4,215,003	(1)	18.6	%
Kimmeridge Energy Management Company, LLC 412 West 15th Street - 11th Floor New York, NY 10011	3,281,356	(2)	14.5	%
Post Oak Energy Holdings, LLC 34 S. Wynden Dr, Suite 300 Houston, TX 77056	1,861,047	(3)	8.2	%
State Street Corporation State Street Financial Center 1 Lincoln Street Boston, MA 02111	1,333,788	(4)	5.9	%

(1) Based on a Schedule 13D/A ~~dated November 24, 2021, and~~ filed ~~December 8, 2021~~August 26, 2022, by Strategic Value Partners, LLC, SVP Special Situations III LLC, SVP Special Situations III-A LLC, and Victor Khosla, ~~4,476,462~~4,215,003 shares are beneficially owned by Strategic Value Partners, LLC (i) as the investment manager of Strategic Value Master Fund, Ltd., which has an ownership interest in SVMF 70 LLC, which has an ownership interest in SVMF 71 LLC, (ii) as the managing member of SVP Special Situations III LLC, which is the investment manager of Strategic Value Special Situations Master Fund III, L.P., which has an ownership interest in SVMF 70 LLC, which has an ownership interest in SVMF 71 LLC, and (iii) as the managing member of SVP Special Situations III-A LLC, which is the investment manager of Strategic Value Opportunities Fund, L.P., which has an ownership interest in SVMF 71 LLC. SVMF 71, LLC directly holds ~~4,476,462~~4,215,003 shares of the Company. Mr. Victor Khosla is the sole member of Midwood Holdings, LLC, which is the managing member of Strategic Value Partners, LLC and is also the indirect majority owner and control person of Strategic Value Partners, LLC, SVP Special Situations III LLC and SVP Special Situations III-A LLC. Each of the signatories to the Schedule 13D/A disclaims beneficial ownership of all reported securities. Strategic Value Partners, LLC is a Consenting Noteholder under the Director Nomination Agreement as discussed above under “Continuing Members of the Board of Directors—Related-Party Transactions—Director Nomination Agreement.”

(2) Based on a Schedule ~~13G dated November 19, 2021, jointly~~13D is filed September 23, 2022, on ~~November 23, 2021, under~~behalf of Kimmeridge Energy Management Company, LLC, a ~~Rule 13d-1(k)(1) Agreement and pursuant to Rule 13d-1(c) by both Teal Upstream Holdings, LLC and TNR-CRX STX Holdings LLC (together, the “Teal Group”~~Delaware limited liability company ("Kimmeridge"), ~~Teal Upstream Holdings, LLC, as~~which is, directly or indirectly, the investment adviser to certain funds and/or accounts which hold the securities reported therein. Kimmeridge is ~~deemed to beneficially own~~managed by a board of managers consisting of Benjamin Dell, Henry Makansi, Neil McMahon, Noam Lockshin, Alexander Inkster, Neda Jafar and Denis Laloy (each such manager, a “Kimmeridge Principal”, and collectively, the ~~shares and hold~~“Kimmeridge Principals”). Kimmeridge claims sole ~~voting and dispositive power with respect to all shares reported, with TNR-CRX STX Holdings LLC reporting shared~~ voting and dispositive power with respect to all shares reported.

(3) Based on a Schedule 13G dated ~~February 8, 2022,~~and jointly filed on September 30, 2022, under a Rule 13d-1(k)(1) Agreement and pursuant to Rule 13d-1(c), by Post Oak Energy Holdings, LLC ("POEH"), Post Oak Energy Capital LP ("Post Oak"), and Post Oak Tri-C, LLC ("Tri-C"), the Schedule 13G relates to shares of Common Stock of the Company held directly for the account of each of Tri-C, Tri-C Energy Partners, LLC (“TCEP”), Post Oak Sierra, LLC (“Sierra”) and Post Oak Petro Edge, LLC (“Petro Edge”), each a Delaware limited liability company, and by Sierra EF, LP (“Sierra EF”). Post Oak is the sole managing member of each of Tri-C, Sierra and Petro Edge. Sierra owns a majority interest in the general partner of Sierra EF and entitled to designate a majority of its managers, and Tri-C owns a majority interest in TCEP and is entitled to designate a majority of its managers. POEH is the sole general partner of Post Oak. POEH and Post Oak each claim shared voting and dispositive power of the 1,861,047 shares reported. Tri-C reports shared voting and dispositive power with respect to 1,209,626 shares.

(4) Based on a Schedule 13G jointly filed February ~~9, 2022,~~3, 2023, under a Rule 13d-1(k)(1) Agreement and pursuant to Rule 13d-1(b), by ~~both FMR LLC~~State Street Corporation and ~~Abigail P. Johnson (together,~~SSGA Funds Management, Inc. Of the ~~"FMR Group"), FMR LLC beneficially owns 1,076,104~~ shares ~~and holds sole~~reported, State Street Corporation reports shared voting power with respect to ~~498,791~~1,326,247 shares,and ~~sole~~shared dispositive power with respect to the 1,076,104 shares reported. The filing reflects the shares beneficially owned, or that may be deemed to be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies (collectively, the “FMR Reporters”). FIAM LLC IA, Fidelityall 1,333,788 shares. SSGA Funds Management, & Research Company LLC and Fidelity Management Trust Company each beneficially own shares reported on this Schedule 13G. As reported, Abigail P. Johnson, Director, Chairman and the Chief Executive Officer of FMR LLC and members of the Johnson family, including Abigail P. Johnson are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC and have entered into a certain shareholders’ voting agreement.

(4) Based on a Schedule 13G dated December 31, 2021, jointly filed on February 22, 2022, under a Rule 13d-1(k)(1) Agreement and pursuant to Rule 13d-1(d), by Post Oak Energy Holdings, LLC, Post Oak Energy Capital LP, and Post Oak Energy Holdings, LLC’s individual members including Frost W. Cochran, Philip A. Davidson, Clint S. Wetmore and Ryan J. Matthews (together, the “Post Oak Group”), each Post Oak Group member hasInc. reports shared voting power ~~of the 970,012~~with respect to 1,137,016 shares, ~~reported. This includes 376,780 shares owned of record by PetroEdge Energy IV, LLC, 440,140 shares owned of record by Sierra EF, LP,~~ and 153,092 shares owned of record by Tri-C Energy Partners I, LLC. Each of PetroEdge Energy IV LLC, Sierra EF, LP and Tri-C Energy Partners I, LLC are managed by their own board of managers, the majority of which are designated by Post Oak Capital, LP which is the General Partner of Post Oak Energy Holdings, LLC.shared dispositive power with respect to 1,138,516 shares.


~~2022~~2023 Proxy Statement			SilverBow Resources, Inc. \| 2024

Security Ownership of Board of Directors and Management

The following table sets forth information concerning the Common Stock shareholdings of the members of the Board, the Named Executive Officers as defined later in this proxy statement, and all executive officers and directors as a group, as of March ~~18, 2022.~~17, 2023. The address of the individuals below, unless otherwise indicated, is 920 Memorial City Way, Suite 850, Houston, Texas 77024.


Name of Beneficial Owner	Name of Beneficial Owner	Position	Amount and Nature of Beneficial Ownership(1) (# of shares)	Percent of Class			Name of Beneficial Owner	Position	Amount and Nature of Beneficial Ownership(1) (# of shares)	Percent of Class
Marcus C. Rowland	Marcus C. Rowland	Chairman of the Board	17,571	—		(2)	Marcus C. Rowland	Chairman of the Board	18,279	—		(2)
Michael Duginski	Michael Duginski	Director	53,330	—		(2)	Michael Duginski	Director	60,692	—		(2)
Gabriel L. Ellisor	Gabriel L. Ellisor	Director	38,330	—		(2)	Gabriel L. Ellisor	Director	36,218	—		(2)
David Geenberg(3)	David Geenberg(3)	Director	—	—		(2)	David Geenberg(3)	Director	—	—		(2)
Jennifer M. Grigsby(4)							Jennifer M. Grigsby(4)	Director	—
Christoph O. Majeske(3)	Christoph O. Majeske(3)	Director	—	—		(2)	Christoph O. Majeske(3)	Director	—	—		(2)
Kathleen McAllister(4)							Kathleen McAllister(4)	Director	—
Charles W. Wampler	Charles W. Wampler	Director	38,330	—		(2)	Charles W. Wampler	Director	40,692	—		(2)
Sean C. Woolverton	Sean C. Woolverton	Chief Executive Officer and Director	310,943	1.8	%		Sean C. Woolverton	Chief Executive Officer and Director	409,468	1.8	%
Christopher M. Abundis	Christopher M. Abundis	Executive Vice President, Chief Financial Officer, General Counsel and Secretary	92,515	—		(2)	Christopher M. Abundis	Executive Vice President, Chief Financial Officer and General Counsel	134,204	—		(2)
Steven W. Adam	Steven W. Adam	Executive Vice President and Chief Operating Officer	170,487	1.0	%		Steven W. Adam	Executive Vice President and Chief Operating Officer	201,469	—		(2)
All executive officers and directors as a group (9 persons)			721,506	4.2	%
All executive officers and directors as a group (11 persons)							All executive officers and directors as a group (11 persons)		901,022	4.0	%

(1) Unless otherwise indicated below, the persons named have the sole voting and investment power or joint voting and investment power with their respective spouses over the number of shares of the Common Stock of the Company shown as being beneficially owned by them. None of the shares beneficially owned by our NEOs and directors are pledged as a security. The amounts include shares acquirable within 60 days of March ~~18, 2022,~~17, 2023, by vesting of RSUs or exercise of stock options under SilverBow's equity plans. The following were entitled to receive shares from RSU awards and through the exercise of stock options within 60 days of March ~~18, 2022:~~17, 2023: Mr. Rowland - 0 RSUs, 0 stock options; Mr. Duginski - 0 RSUs, 8,823 stock options; Mr. Ellisor - 0 RSUs, 8,823 stock options; Ms. Grigsby - 0 RSUs, 0 stock options; Ms. McAllister - 0 RSUs, 0 stock options; Mr. Wampler - 0 RSUs, 8,823 stock options; Mr. Woolverton - 0 RSUs, 87,081 stock options; Mr. Abundis - 0 RSUs, 21,103 stock options; and Mr. Adam - ~~13,355~~0 RSUs, 58,912 stock options.

(2) Less than one percent

(3) Each of these directors is a member of the Board as an SVP Designated Director under the Nomination Agreement. As employees ofor representatives appointed by SVP, each (i) disclaims beneficial ownership of the shares owned by SVP and its affiliates, and (ii) ~~has elected not to receive individual equity awards granted to other non-employee directors in accordance with~~are prohibited from individually owning shares of Common Stock under the terms of their employment, arrangement ~~and employment~~and/or agreement with SVP.

(4) Mses. Grigsby and McAllister commenced service as directors on January 9, 2023, and accordingly, did not beneficially own any shares on March 17, 2023, or have entitlement to shares acquirable within 60 days of March 17, 2023, by vesting of RSUs or exercise of stock options.


2125 \| SilverBow Resources, Inc.			~~2022~~2023 Proxy Statement

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth certain information regarding our equity compensation plans as of December 31, 2022.


	Equity Compensation Plan Information(1)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	82,612	$	23.40	1,021,546
Equity compensation plans not approved by security holders	113,550	$	28.69	140,446
Total	196,162			1,161,992

(1) Includes equity compensation plan information for both the SilverBow Resources, Inc. 2016 Equity Incentive Plan and the SilverBow Resources, Inc. Inducement Plan.

The equity compensation plans not approved by security holders row represents the SilverBow Resources, Inc. Inducement Plan ("Inducement Plan"). Prior to relisting on the NYSE on May 5, 2017, the Company adopted the Inducement Plan on December 15, 2016, originally to assist it in attracting and retaining persons as employee, directors and consultants. The Inducement Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, RSUs, other stock-based awards and cash awards. The Inducement Plan is administered by the Compensation Committee of the Board, which retains discretion to determine eligible participants to be granted awards and to set the terms and conditions of awards granted thereunder. Awards under the Inducement Plan are granted pursuant to NYSE Listing Company Manual Rule 303A.08, and, following the Company's listing on the NYSE in May 2017, may only be granted to a prospective employee as a material inducement to the person accepting employment with the Company.


2023 Proxy Statement			SilverBow Resources, Inc. \| 26

EXECUTIVE OFFICERS

In general, the Board appoints the executive officers of the Company annually. Information regarding Sean C. Woolverton, Chief Executive Officer and Director, is set forth previously in this proxy statement under “Class III ~~Director Nominees.~~Directors.” Shown below is certain information, as of the date of this proxy statement, concerning the other executive officers of the Company.


			Christopher M. Abundis Executive Vice President, Chief Financial Officer and General Counsel ~~and Secretary~~

			~~Age:~~ 44
~~Service commenced:~~ ~~2005~~

Mr. Abundis was appointed Executive Vice President, Chief Financial Officer, General Counsel and Secretary of SilverBow on February 26, 2020, having served in the same capacity as Senior Vice President since November 12, 2019. Mr. Abundis leadsMr. Abundis has been the Company's Executive Vice President, Chief Financial Officer and General Counsel since February 26, 2020, also serving as Secretary of the Company until March 1, 2023. He previously served in the same capacities as Senior Vice President since November 12, 2019. Mr. Abundis oversees the Company’s Legal, Financial Reporting, Accounting, Production Accounting, Finance, Investor Relations, Human Resources, Information Technology, Corporate Services and Records functions. Effective November 12, 2019, Mr. Abundis was designated as the Company’s principal financial officer under SEC guidelines. Mr. Abundis has served SilverBow in a series of progressive responsibilities since joining the Company in 2005. From April 2016 to March 2017, Mr. Abundis was Vice President, General Counsel and Secretary for the Company. He began serving the Board of Directors as Secretary of the Company in 2005. Prior to his current role, Mr. Abundis was SilverBow's Senior Vice President, General Counsel and Secretary, leading the Company’s legal and administration efforts including the Legal, Human Resources, Corporate Services and Records Departments, from March 2017 until November 2019. From April 2016 to March 2017, Mr. Abundis was Vice President, General Counsel and Secretary for the Company. He has served the Board of Directors as Secretary of the Company since August 2012. From February 2007 to August 2012, Mr. Abundis served as Assistant Secretary of the Company and has provided legal consultation in corporate governance, securities law and other corporate related matters in progressive positions of responsibility including Senior Counsel, Counsel and Associate Counsel. He was an officer of SilverBow when it filed for relief under the Bankruptcy Code on December 31, 2015, and throughout the Company’s reorganization and emergence from bankruptcy on April 22, 2016. Prior to beginning his legal career, Mr. Abundis worked for KPMG LLP. Mr. Abundis received a Bachelor of Business Administration and Master of Science in Accounting from Texas A&M University and a Juris Doctor from South Texas College of Law.

Age: 45

Service commenced: 2005


	Steven W. Adam Executive Vice President and Chief Operating Officer

	~~Age:~~ 67	Steven W. Adam was appointed Executive Vice President and Chief Operating Officer of SilverBow on November 6, 2017. Mr. Adam leads the Company’s operations and asset management efforts, including Reserve Reporting, Land Management, Supply Chain, Regulatory and Health Safety & Environmental functions. He was previously the Senior Vice President of Operations of Sanchez Oil and Gas, a company engaged in the management of oil and natural gas properties, where he held a series of positions of increasing responsibility from May 2013 until July 2017, including Vice President of Operations-Eagle Ford. Mr. Adam has approximately 45 years of upstream exploration and production and petroleum services experience with both major and independent companies. He brings to the Company his unconventional resource management experiences with Sanchez Oil and Gas and Occidental Petroleum. Mr. Adam received a Bachelor of Science degree in Chemical Engineering from Montana State University, Master of Business Administration from Pepperdine University and Advanced Management Certificate from the University of California - Berkley.
Age: 68
Service commenced: 2017

Steven W. Adam, 67, was appointed Executive Vice President and Chief Operating Officer of SilverBow on November 6, 2017. Mr. Adam leads the Company’s operations and asset management efforts, including Reserve Reporting, Land Management, Supply Chain, Regulatory and Health Safety & Environmental functions. He was previously the Senior Vice President of Operations of Sanchez Oil and Gas, a company engaged in the management of oil and natural gas properties, where he held a series of positions of increasing responsibility from May 2013 until July 2017, including Vice President of Operations-Eagle Ford. Mr. Adam has 45 years of upstream exploration and production and petroleum services experience with both major and independent companies. He brings to the Company his unconventional resource management experiences with Sanchez Oil and Gas and Occidental Petroleum. Mr. Adam received a Bachelor of Science degree in Chemical Engineering from Montana State University, Master of Business Administration from Pepperdine University and Advanced Management Certificate from the University of California - Berkley.


~~2022 Proxy Statement~~			27 \| SilverBow Resources, Inc. ~~\| 22~~			2023 Proxy Statement

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis (“CD&A”)

In this proxy statement, our Named Executive Officers (“NEOs”) for fiscal year ~~2021~~2022 are:

•Sean C. Woolverton, Chief Executive Officer and Director (“CEO”);

•Christopher M. Abundis, Executive Vice President, Chief Financial Officer and General Counsel ~~and Secretary~~ (“EVP, CFO GC & ~~SEC”~~GC”); and

•Steven W. Adam, Executive Vice President and Chief Operating Officer (“EVP & COO”).

Our Executive Compensation Programs are Aligned with Shareholder Interests and Company Performance

~~Recognition~~Return to More Traditional Compensation Programs in 2022

In light of ~~Challenging Market Environment~~the recovery in the Company’s stock price and strong financial performance in 2021, and following two years of reduced long-term incentive awards for our NEOs during which the Compensation Committee had been conscious of managing equity dilution in a lower price environment, the Compensation Committee, in conjunction with advice from FW Cook, approved returning to a more traditional compensation program in 2022. Highlights of the 2022 program include the following:

~~2020~~•Target cash compensation was held flat for our NEOs with the exception of Mr. Abundis, the Company's EVP, CFO and GC, who received an increase of 8% to his base salary and an increase in his target bonus percentage to 80% of base salary to better position against the market for his role as both CFO and GC.

•Long-term incentives were awarded 100% in equity: 65% of the long-term incentives will be delivered as performance stock units ("PSUs") that cliff vest after three years based on a ~~challenging year~~combination of the Company's absolute total shareholder return and relative total shareholder return compared to its performance peer group for the ~~oil~~period, and gas industry and SilverBow due to the precipitous decline in commodity prices. This decline started with the Saudi Arabia and Russia oil price war in early 2020 and was exacerbated by meaningfully reduced demand due to the outbreak35% of the ~~COVID-19 pandemic. This sharp decrease in commodity prices in 2020 had~~long-term incentives will be delivered as restricted stock units ("RSUs") that vest ratably over a ~~negative impact on SilverBow and its peers during 2020 and the early part of 2021.~~three-year period.

~~In recognition of the challenging market environment, we took the following actions with respect to executive pay at the beginning of 2021:~~


~~Compensation Element~~		~~Action~~
~~Base Salary~~	•	~~Held NEO base salaries flat to manage costs~~
~~Annual Cash Bonus~~	•	~~Held NEO target bonus percentages flat to manage costs~~
~~Long-Term Incentives~~	•	~~Managed overall equity dilution to 2% of Common Stock outstanding~~
	•	~~Continued to provide long-term incentive grants at a reduced level compared to the target levels outlined in our NEO employment agreements~~
	•	~~Delivered NEO long-term incentive grants in the form of 40% performance stock units ("PSUs") and 60% time-based cash incentive awards to help manage equity dilution~~
	•	Provided two-year cliff vesting for the PSUs and time-based cash incentive awards in recognition of the reduced value of the long-term incentives granted and to help retain our NEOs during a critical time
	•	~~Converted the last tranche of the 2020 cash incentive awards for the 2021 period to time-based cash at target payout, in light of the challenges in establishing goals during a volatile period~~

Retention of Executive Team Allowed SilverBow to Deliver ~~Exceptional~~Solid Results in ~~2021~~2022

~~The executive pay actions outlined above~~Returning to a more traditional compensation program helped SilverBow incentivize and retain our key NEOs ~~during a challenging~~in an improved business environment. This continuity allowed the Company to deliver ~~exceptional~~operational and financial results in ~~2021 as evidenced by the over 420% increase~~2022. SilverBow successfully completed four acquisitions in 2022 in an effort to pursue expansion of high-returns inventory, including the Company's ~~stock price between January 1, 2021 and our record~~largest acquisition to date, ~~March 18, 2022.~~


~~23 \| SilverBow Resources, Inc.~~			~~2022 Proxy Statement~~

~~While the Company was impacted by severe winter storms early in the year and the ongoing pandemic,~~cementing SilverBow ~~adapted seamlessly to take the disruptions from challenges to opportunities, delivering on high-return projects and allowing the Company to capture higher commodity prices~~ as the year progressed. In the second half of 2021, the Company was able to execute three accretive acquisitions bolstering our positions, increasing oil production and expanding our high-return inventory ina consolidator across the Eagle Ford ~~and~~Shale. The Austin ~~Chalk.~~Chalk was further developed in 2022, establishing two new acreage positions with future drilling opportunities. Throughout the year, SilverBow also continued its commitment to environmental, social and governance ("ESG") and our workforce, focusing on safety and our employees, notably being recognized as one of Houston's Top Workplaces by the Houston Chronicle for the ~~second~~third year in a row, and ~~offering a permanent hybrid work environment.~~publishing our inaugural ESG metrics report aligned with SASB and GRI reporting standards.


2023 Proxy Statement			SilverBow Resources, Inc. \| 28

A few highlights of the results that exceeded objectives in ~~2021~~2022 are provided in the following chart:


~~Key Objectives~~	~~2021 Results~~
	•	~~Increased production by 17% and Adjusted EBITDA(1)~~ ~~by over 50% YoY; incremental contribution from acquisitions~~
	•	~~Generated 84 million of free cash flow(2); represents a 22% free cash flow yield(3)~~ ~~and ~60% re-investment rate(4)~~
	•	~~Successful Austin Chalk delineation in Webb County; liquids-rich acreage acquired in DeWitt and Lavaca counties~~
	•	~~2021 acquisitions added new areas, production and high-return inventory (~5 years of drilling with 1 rig pace)~~
	•	~~Decreased D&C costs per lateral foot by 13%~~
	•	~~Drilled 10% more lateral feet per day and lowered completion costs per well by 17% as compared to 2020~~
	•	~~Zero incremental G&A from acquired assets~~
	•	~~$53 million debt reduction YoY; expanded liquidity to over $200 million while de-levering to 1.25x~~
	•	~~Extended debt maturity date of RBL and Second Lien~~
	•	~~Repaid $50 million of Second Lien Notes~~

Key Objectives

2022 ~~Proxy Statement~~Results

~~SilverBow Resources, Inc. | 24~~

•

Total production increased 26% year over year; oil production increased 80% year over year

•

Over 20% annual growth rate in total production since 2020

•

Adjusted EBITDA(1) increased 50% year over year

•

Over 60% annual growth rate in Adjusted EBITDA since 2020

•

Added approximately 375 drilling locations through acquisitions and leasing

•

The Company maintains over 10 years of premium inventory at a two-rig drilling pace

•

Established two new acreage positions in Webb County Dorado play (dry gas) and Karnes Trough (oil)

•

Fiscal Year 2022 ROCE(2) of 24%, with a three year average ROCE of 19%

•

Corporate cash margin of $3.55/Mcfe increased 30% year over year

•

Cash G&A(3) per Mcfe decreased 25% year over year

•

Maintained neutral leverage year over year while funding approximately $370 million in cash property acquisitions costs

•

Borrowing base of $775 million, which is a $315 million increase year over year

•

Year-end proved reserves of 2.2 Tcfe, an increase of over 58% year over year, and PV-10 of $5.0 billion, an increase of 173% year over year, at SEC pricing

(1) Adjusted EBITDA is a non-GAAP measure. Please see Appendix BA to this proxy statement for the calculation of Adjusted EBITDA and a reconciliation to net income (loss).

(2) ~~Free Cash Flow~~Return on Capital Employed ("ROCE") is a non-GAAP measure. Please see Appendix BA to this proxy statement for the calculation of ~~Free Cash Flow~~ROCE and a reconciliation to net income (loss).

(3) ~~Free~~ Cash ~~Flow Yield~~General and Administrative Expenses ("Cash G&A") is a non-GAAP measure. ~~Free Cash Flow Yield is calculated by taking Free Cash Flow divided by the market capitalization of the Company at a given date (January 31, 2022~~Please see Appendix A to this proxy statement for the ~~above). For~~calculation of Cash G&A and a reconciliation ~~of Free Cash Flow~~ to net income (loss)~~, please see Appendix B to this proxy statement.~~.

(4) Re-investment rate is a non-GAAP measure. It is defined as Capital Expenditures / (Free Cash Flow plus Capital Expenditures). For a reconciliation of Free Cash Flow to net income (loss), please see Appendix B to this proxy statement.

Strong Historical Shareholder Support for Say-on-Pay

We received approximately ~~98%~~99% shareholder support for our say-on-pay proposal at our ~~2021~~2022 annual meeting and have averaged over ~~93%~~97% shareholder support for the past three years. The Compensation Committee values the opinions of our shareholders as expressed in the say-on-pay vote and believes that the high level of ~~2021~~2022 support combined with our historical support levels demonstrate a strong alignment of our compensation programs with our shareholders’ interests. Accordingly, in considering our shareholder support for the compensation program, no specific changes to our compensation program or policies were made as a result of our say-on-pay vote at our ~~2021~~2022 annual meeting.

~~Return to More Traditional Compensation Programs in 2022~~

In light of the recovery in the Company’s stock price and strong financial performance in 2021, the Compensation Committee, in conjunction with advice from FW Cook, approved returning to a more traditional compensation program in 2022. Highlights of the 2022 program include the following:

•Target cash compensation was held flat for our NEOs with the exception of Mr. Abundis, the Company's Executive Vice President, Chief Financial Officer, General Counsel and Secretary, who received an increase of 8% to his base salary and an increase in his target bonus percentage to 80% of base salary.

•Long-term incentives were awarded 100% in equity: 65% of the long-term incentives will be delivered as PSUs that cliff vest after three years based on a combination of the Company's absolute total shareholder return and relative total shareholder return compared to its performance peer group for the period, and 35% of the long-term incentives will be delivered as RSUs that vest ratably over a three-year period.


2529 \| SilverBow Resources, Inc.			~~2022~~2023 Proxy Statement

Overview of Compensation Program

Compensation Philosophy and Elements

In ~~2021,~~2022, SilverBow's overall executive compensation program was built on the following objectives:


Compensation Foundational Objectives		How We Accomplish These Objectives
Attract and retain top industry talent	•	Benchmark compensation against industry competitors for executive talent
	•	Provide a competitive compensation package that generally targets between the market median and 75th percentile for target total direct compensation
	•	Grant long-term incentives that vest over multiple years including PSUs and ~~cash incentive awards in 2021~~RSUs
Emphasize pay for performance	•	A meaningful portion of executive compensation is delivered in the form of variable, at-risk compensation
	•	Payouts under our annual incentive cash bonus program are based on a formulaic scorecard with pre-established bonus metrics
	•	A meaningful portion of our ongoing long-term incentive program is targeted to be delivered in the form of performance-based long-term incentives such as PSUs
Align executive compensation with the creation of shareholder value	•	The largest portion of executive compensation is delivered in the form of long-term, multi-year, ~~awards, including~~ equity-based awards, designed to align with the Company's strategic priorities
	•	Payouts under our PSUs (and a portion of the annual cash bonus program) are based on the Company’s total shareholder return ("TSR") performance on a relative and absolute basis to peers; in the event of negative TSR, payouts under the PSUs (and a portion of the annual cash program) are capped at target
	•	The performance metrics under our annual incentive cash bonus program align with our key business objectives, which we believe will lead to the creation of shareholder value

~~In setting up our compensation program for 2021, the~~The Compensation Committee, with the advice of our independent compensation consultant, FW Cook, designed a compensation program around the compensation elements described in the table ~~below.~~below for 2022. Because we are a growth-stage company, long-term equity incentives ~~and cash incentive awards~~ have been designed to attract and retain our NEOs. Further, time-based stock options granted in prior years and held by our NEOs only have value if the stock price appreciates over the grant date exercise price.


~~2022~~2023 Proxy Statement			SilverBow Resources, Inc. \| 2630

Component

Type of Payment/Benefit

Purpose

Base Salary

•

Fixed cash payment to NEO, generally eligible for annual increase

•

Designed to be competitive with comparable companies

•

Attract and retain talent

Annual Incentive Cash Bonus

•

Annual cash payments based on performance

•

Pay for performance tied to success in achieving key performance indicators ("KPIs")

•

Reward for executing ~~2021~~2022 objectives

Long-term Equity ~~and Cash~~ Incentives

•

PSUs

•

Represent the largest portion of an NEO’s compensation

•

~~Time-based cash incentive awards~~RSUs

•

Create strong link between executives' and shareholders' long-term interests

•

Pays for performance on strategic objectives, bringing value to shareholders

•

Serves as a strong attraction and retention mechanism

•

~~Incentivize NEOs while managing shareholder dilution~~

Compensation Governance

The Compensation Committee is focused on creating a ~~best in class~~best-in-class executive compensation program. In order to accomplish this, we incorporate the compensation practices and avoid the compensation pitfalls outlined below.

What We Do

What We Don’t Do

Pay for performance – the majority of pay is at risk and based on Company performance

Provide excise tax gross-ups to executives

Balance short-term and long-term performance in our compensation

Allow backdating or repricing of stock options

Use an independent compensation consultant

Allow “single trigger” cash payments upon a change-in-control

Maintain robust stock ownership requirements

Provide excessive perquisites

Conduct an annual say-on-pay vote

Allow for hedging or pledging of Company stock

~~2021~~2022 NEO Compensation

Elements making up the compensation package for our NEOs in ~~2021~~2022 are further detailed below along with the reasoning and basis for the approved compensation decisions. The actual amounts earned or granted in ~~2021~~2022 are reflected in “Summary Compensation Table” of this proxy statement.

~~2021~~2022 Base Salary

Each of our NEOs received a base level of income, which is set based on the individual’s responsibility, performance and career experience along with the current market conditions. FW Cook provided our Compensation Committee with market data on the base salaries of NEOs at members of our ~~2021~~2022 compensation peer group and the level of base compensation appropriate to retain our NEOs and their leadership and expertise at the Company, particularly in a competitive industry and location for such talent. ~~In the aggregate, our NEOs’ base salaries were set between the 50th and 75th percentiles of market data for 2021.~~ Below are the base salaries in ~~2020~~2021 and the base salaries in ~~2021,~~2022, which were unchanged for ~~all NEOs,~~Messrs. Woolverton and Adam, after considering market data and ~~the continued recovery~~overall environment, and raised for Mr. Abundis effective April 1, 2022, to be reflective of the ~~overall environment from the drop in commodity prices in early 2020~~peer data and ~~the outbreak~~his dual responsibilities as both CFO and GC of the ~~COVID-19 pandemic.~~Company.


Named Executive Officer	2021 Base Salary	2022 Base Salary	% Change
Sean Woolverton, CEO	$590,000	$590,000	0.0%
Chris Abundis, EVP, CFO & GC	$370,000	$400,000	8.1%
Steve Adam, EVP & COO	$420,000	$420,000	0.0%


2731 \| SilverBow Resources, Inc.			~~2022~~2023 Proxy Statement

Named Executive Officer 2020 Base Salary 2021 Base Salary % Change
Sean Woolverton, CEO $590,000 $590,000 0.0%
Chris Abundis, EVP, CFO GC & SEC $370,000 $370,000 0.0%
Steve Adam, EVP & COO $420,000 $420,000 0.0%

~~2021~~2022 Annual Incentive Cash Bonus

Similar to base salaries, the annual incentive cash bonus targets for our NEOs were set at the levels listed below by the Compensation Committee after reviewing market data for our ~~2021~~2022 compensation peer group. As with base salaries, these targets, as a percentage of base salary, were unchanged from ~~2020 levels.~~2021 levels for Messrs. Woolverton and Adam, but increased from a 75% to 80% target for Mr. Abundis due to market data and both of his CFO and GC roles at the Company.


Named Executive Officer						~~2021~~ 2022 Target Bonus (% of Base Salary)
Sean Woolverton, CEO						100%
Chris Abundis, EVP, CFO GC & ~~SEC~~GC						~~75%~~80%
Steve Adam, EVP & COO						85%

Our cash incentive compensation program for ~~2021~~2022 was originally approved by the Compensation Committee and the Board in February 2022. The threshold, target and ~~was composed~~stretch ranges for the KPIs were also set at that time based on the original annual budget for 2022. Subsequent to closing two asset acquisitions in the first half of the ~~following KPIs.~~year, the Company updated its annual budget for 2022 to reflect the new scope and scale of the business. The revised budget was approved by the Board in July 2022. The Board and Compensation Committee also approved updating the threshold, target and stretch ranges for four of the seven KPIs in July 2022, but did not change any individual KPI or its weighting.

The revised budget impacted 65% of the KPI weighting for fiscal year 2022. The impacted KPIs included Production, Total Operating Expenses, Free Cash Flow and Drilling and Completion Capex Returns. In revising the ranges, a weighted average of first half 2022 performance was taken against the original 2022 budget and second half 2022 performance against the revised budget across threshold, expected and stretch performance levels. The KPI drilling and completion capex returns was reset based on the revised development plan and inventory and drilling schedule, applying the revised budget deck to set new ranges. The remaining three KPIs (TSR, strategic goal and ESG) remained unchanged as they were based on full year performance and not directly tied to acquisitions.

The KPIs for 2022 are shown below at the revised ranges. Incentive cash bonuses for ~~2021~~2022 for all of our employees, including our NEOs, were based on the following performance matrix:

~~2021~~2022 KPIs Shown at Revised Ranges


		Production (MMcfe/d)(1)	Total Operating Expenses ($/MMcfe/d)(2)	Free Cash Flow ($MM)(3)	D&C Capex Returns (ROR%)(4)	TSR (Relative Performance)(5)	Strategic Goals(6)		Scorecard Payout		HS&E (TRIR) Scaler(7)		Overall 2021 KPI Bonus Payout		Production (MMcfe/d)(1)	Total Operating Expenses ($/Mcfe)(2)	Free Cash Flow ($MM)(3)	D&C Capex Returns (ROR%)(4)	TSR(5)	Strategic Goal(6)		Scorecard Payout		ESG Scaler(7)		Overall 2022 KPI Bonus Payout
Weighting	Weighting	10.0%	15.0%	20.0%		10.0%	25.0%				0.9 - 1.1			Weighting	10.0%	15.0%	20.0%		10.0%	25.0%				0.9 - 1.1

Threshold	Threshold	170	$1.26	($3.1)	29.0%	25%					0.45			Threshold	254	$1.66	$24.2	56.0%
Target	Target	187	$1.12	$8.2	44.0%	50%					0.30			Target	276	$1.51	$49.2	87.0%
Stretch	Stretch	195	$1.06	$13.5	58.0%	90%					0.15			Stretch	285	$1.44	$59.8	130.0%

SilverBow 2021 Performance		214	$1.13	$84.0	59.7%	97%					0.15
SilverBow 2022 Performance														SilverBow 2022 Performance	270	$1.50	$21.7	184%	49%

Payout	Payout	20.0%	14.4%	40.0%		20.0%	45.0%	=	179.4%	x	1.10	=	197%	Payout	8.6%	16.7%	0.0%	40.0%	12.3%	50.0%	=	127.6%	x	1.10	=	140%

(1) Production is based on annual net sales during the performance period and measured in one million cubic feet of natural gas equivalents per day ("MMcfe/d"). For ~~2021,~~2022, Production was ~~214~~270 MMcfe/d, which was ~~above~~between the ~~stretch level~~threshold and target levels and yielded ~~a 20.0%~~an 8.6% payout.

(2) Total Operating Expenses are comprised of: lease operating expenses, transportation and production expenses, production taxes and cash general and administrative expenses. The Company’s Total Operating Expenses for ~~2021~~2022 were ~~$1.13⁄MMcfe⁄d,~~$1.50/Mcfe, which ~~fell~~provided for achievement between the ~~threshold~~target and ~~target~~stretch levels and yielded a ~~14.4%~~16.7% payout for this metric.

(3) Free Cash Flow is a non-GAAP measure. Free Cash Flow is calculated as net income (loss) plus (less) depreciation, depletion and amortization, accretion of asset retirement obligations, interest expense, impairment of oil and natural gas properties, net losses (gains) on commodity derivative contracts, amounts collected (paid) for commodity derivative contracts held to settlement, income tax expense (benefit), and share-based compensation expense (Adjusted EBITDA); plus (less) monetized derivative contracts, cash interest expense, capital expenditures and current income tax (expense) benefit. For a reconciliation of Free Cash Flow to net


2023 Proxy Statement			SilverBow Resources, Inc. \| 32

income (loss), please see Appendix BA of this proxy statement. Free Cash Flow for the ~~2021~~2022 fiscal year was ~~$84.0~~$21.7 million, which ~~exceeded~~was under the ~~stretch~~threshold level and, therefore, yielded a ~~40%~~0% payout.

(4) Drilling and completion (“D&C”) capex returns is a measure of the rate of return (“ROR”) on the wells brought online during the program year. The Company’s ROR was ~~59.7%~~184% for ~~2021,~~2022, which was above the stretch level and yielded a 40% payout. The price deck used for the KPI D&C ROR as shown above was ~~$42.50/bbl~~$82.50/Bbl for oil, $5.13/MMBtu for gas and ~~$2.90/Mcf.~~35% of West Texas Intermediate pricing for natural gas liquids.

(5) ~~TSR~~Total Shareholder Return ("TSR") is measured at the intersection of the Company's absolute total shareholder return and its relative total shareholder return compared to the Company’s ~~2021~~2022 performance peer group based on the matrix below and as described later in this CD&A. The Company finished at approximately the ~~97th~~49 percentile of its peers, which was ~~above the stretch levels~~25% TSR and yielded a ~~20.0% payout.~~12.3% payout based on the below matrix.


	Absolute TSR
Relative TSR	<0%	0% - 10%	>10% - 20%	>20%
≥90th	75%	125%	150%	200%
50th	50%	90%	100%	125%
25th	25%	50%	50%	75%
≤25th	0%	0%	0%	0%

(6) The Strategic ~~Goals~~Goal for ~~2021 were~~2022 focused ~~on balance sheet management, portfolio expansion and formalization of an ESG program for SilverBow. Based~~ on the Company's ~~increased liquidity at year-end 2021, Free Cash Flow record year, lowered year-end 2021 leverage, addition of over 200 drilling~~portfolio expansion, with the primary objective to add high ROR locations ~~with greater than 30% ROR at the Company's budget pricing~~ through ~~asset acquisitions~~acquisition and divestiture and leasing activity, along with ongoing evaluation of transformational acquisition opportunities. Based on the ~~establishment~~Company's total consideration for property acquisitions of ~~an ESG team with~~$593 million, new dry gas block additions through a ~~formalized work plan that built upon prior Company efforts to reduce methane emissions,~~series of bolt-on A&D, leasing and drill-to-earn agreements, addition of approximately 375 locations through M&A, A&D, and leasing, and year-end 2022 SEC proved reserves increasing 58% from year-end 2021, the Compensation Committee approved a payout of ~~45%~~50% for this KPI.

(7) The Company's ESG Scaler for 2022 consisted of three objectives. The first was continued development of the Company's ESG program, building upon the Company's ESG efforts and positioning SilverBow for the issuance of a sustainability report. This included evaluating the Company's existing ESG program and current third party advisors, initiatives, data capture techniques and communications, along with peer benchmarking and industry best practices development. The second was the completion of key milestones related to environmental field initiatives in 2022. And the third was the Company's Health Safety & Environmental (“HS&E”) Total Recordable Incident Rate (“TRIR”) is, an OSHA indicator that measures a company’s total recordable injury ~~rate;~~rate. Based on furtherance of the ~~Company’s 0.15~~Company's ESG initiatives, including the publishing of an inaugural SASB/GRI-aligned ESG metrics in December 2021, completion of all four key environmental field initiatives, and achievement of a Company 0.09 TRIR, yielded a 1.1 multiplier at the stretch level to the overall KPI cash bonus payout.

The original performance ranges approved by the Compensation Committee in February 2022 for threshold, target and stretch performance for the following KPIs (Production, Total Operating Expenses, Free Cash Flow and Drilling and Completion Capex Returns) are shown below:


~~2022 Proxy Statement~~			~~SilverBow Resources, Inc. \| 28~~

2022 KPIs Shown at Original Ranges


	Production (MMcfe/d)	Total Operating Expenses ($/Mcfe)	Free Cash Flow ($MM)	D&C Capex Returns (ROR%)

Threshold	227	$1.38	$49.3	37.0%
Target	249	$1.26	$71.0	62.0%
Stretch	257	$1.19	$80.9	81.0%

Performance at or above the threshold level on any metric resulted in computing the linearly interpolated results achieved for such given metric. ~~While there was no performance below the threshold level on any metric, if there had been, it would have resulted in no credit awarded for that metric.~~

Each metric under the KPIs was intended to incentivize eligible employees to achieve near-term operational and financial objectives critical to building the groundwork for our overall long-term mission and business goals. For ~~2021,~~2022, these goals continued to focus on growing our production and developing and expanding our portfolio, all while optimizing costs and operating in a sustainable and safe manner, with ESG as a continual focus, to position the Company as the Eagle Ford operator of choice. Our performance results and successful integration of new assets, along with our commitment to financial discipline, ~~will continue to~~ enable us to grow and achieve long-term success ~~and be a leader~~ in the Eagle ~~Ford.~~Ford Shale and Austin Chalk in South Texas.

~~Additionally, the~~The strategic goal, aimed at ~~balance sheet management, portfolio expansion~~adding high rate of return locations through ~~asset acquisitions~~small A&D and leasing activity, with ongoing evaluation of ~~high quality inventory, along with~~potential acquisitions opportunities, was a focus for the ~~formalization of an ESG program previously initiated by the Company, remained intact from the prior year.~~company as it continued to


33 \| SilverBow Resources, Inc.			2023 Proxy Statement

focus at portfolio expansion. The high weighting of the strategic goal emphasized the importance of building value for our shareholders and growing our portfolio, all the while doing so in a financially, environmentally and socially prudent manner. In assessing achievement of these strategic objectives, the Compensation Committee considered that management: (i) ~~enhanced liquidity along with improving Free Cash Flow~~completed four property acquisitions totaling approximately $593 million in consideration; (ii) established new dry blocks through bolt-on A&D, leasing and drill-to-earn agreements; (iii) added approximately 375 locations through M&A, A&D and leasing; and (iv) increased SEC proved reserves by 58% from year-end 2021.

The ESG scaler for 2022 added to the metric used in 2021, which was limited to SilverBow's TRIR. Building on the Company's ~~leverage ratio; (ii) added over 200 high return drilling locations~~ESG efforts and commitment to environmental, social and governance reporting, the ~~Company's portfolio through three transactions in the second half~~ESG scaler consisted of ~~2021, utilizing SilverBow equity for the asset purchases;~~SilverBow's TRIR, ESG profile and (iii) formalized an ESG team (see "2021 KPIs" footnote six above), expanding on prior Company ESG initiatives and providing further baselines, testing, assessments and metrics to develop standardized and thoughtful reporting measurements and continue to reduce methane emissions going forward.field environmental initiatives.

In ~~2021,~~2022, the Company achieved ~~stretch~~target or above performance on ~~six~~five out of seven of its KPIs ~~and~~at the revised ranges, between threshold and target on one ~~KPI.~~KPI, and below threshold on one KPI, which resulted in no credit awarded for that individual metric. Accordingly, based on such performance, the Compensation Committee and the Board approved a ~~197%~~140% payout of each individual NEO's target bonus (and all employees) for ~~2021.~~2022. As a result, our NEOs received bonus payouts for ~~2021~~2022 under this program in the following amounts:


Named Executive Officer	Named Executive Officer	2021 Target Bonus	2021 Actual Bonus	Payout (as a % of Target)	Named Executive Officer	2022 Target Bonus	2022 Actual Bonus	Payout (as a % of Target)
Sean Woolverton, CEO	Sean Woolverton, CEO	$590,000	$1,162,300	197%	Sean Woolverton, CEO	$590,000	$826,000	140%
Chris Abundis, EVP, CFO, GC & SEC		$277,500	$546,675	197%
Chris Abundis, EVP, CFO & GC					Chris Abundis, EVP, CFO & GC	$320,000	$448,000	140%
Steve Adam, EVP & COO	Steve Adam, EVP & COO	$357,000	$703,290	197%	Steve Adam, EVP & COO	$357,000	$499,800	140%


o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under Rule 14a-12


Payment of Filing Fee (Check all boxes that apply):
þ			No fee ~~required.~~required
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			By Order of the Board of Directors,
			~~Christopher M. Abundis~~Annie Foley
			~~Executive Vice President, Chief Financial Officer, General Counsel and~~Corporate Secretary
~~March 29, 2022~~April 3, 2023


			Page
PROXY STATEMENT			1
Solicitation			1
~~Attending the Annual Meeting~~Voting Information			1
~~Voting Information~~			1
PROPOSAL 1 - ELECTION OF DIRECTORS			65
~~Current Composition of the~~ Board Structure			65
~~Election of~~ Directors Nomination Process			6
~~Class III~~Summary of Director ~~Nominees~~Qualifications			67
Director Nominees			8
Vote Required and Board Recommendation			11
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS			912
~~Class I Directors~~			9
Class II Directors			1012
Class III Directors			1013
~~Affirmative Determinations Regarding Independent Directors and Financial Experts~~			10
~~Meetings and Committees of the Board~~			11
~~Board Leadership Structure; Meetings of Independent Directors; Role in Risk Oversight~~			13
Compensation of Directors			1415
~~Nominations for Directors~~Corporate Governance			1517
~~Corporate Governance~~Related-Party Transactions			1718
~~Related-Party Transactions~~AFFIRMATIVE DETERMINATIONS REGARDING INDEPENDENT DIRECTORS AND FINANCIAL EXPERTS			1721
MEETINGS AND COMMITTEES OF THE BOARD			22
Audit Committee			22
Compensation Committee			22
Nominating and Strategy Committee			23
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			2024
Security Ownership of Certain Beneficial Owners			2024
Security Ownership of Board of Directors and Management			2125
~~EXECUTIVE OFFICERS~~Securities Authorized for Issuance Under Equity Compensation Plans			2226
EXECUTIVE OFFICERS			27
EXECUTIVE COMPENSATION			2328
Compensation Discussion and Analysis (“CD&A”)			2328
Process for Administering our Compensation Programs			3135
Tax Considerations			37
Clawback Policy			37
Compensation Policies and Practices as They Relate to Risk Management			3337
Compensation Committee Report			3338
Summary Compensation Table			3439
Grants of Plan-Based Awards			3539
Outstanding Equity Awards at December 31, ~~2021~~2022			3641
Option Exercises and Stock Vested			3742
Pension Benefits			3742
Nonqualified Deferred Compensation			3742
Potential Payments Upon Termination or Change in Control			3843
Conditions and Covenants			4146
PROPOSAL 2 - ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			4247
~~PAY RATIO DISCLOSURE~~			44
~~Criteria Used for Pay Ratio~~			44
~~CEO Pay Ratio~~			44
~~PROPOSAL 3 — APPROVAL OF THE THIRD AMENDMENT TO THE SILVERBOW RESOURCES, INC. 2016 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE 2016 PLAN~~			45


~~Background and Purpose of the Proposal~~PROPOSAL 3 — ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION			4549
~~Consequences of Failing to Approve the Proposal~~PAY RATIO DISCLOSURE			4650
~~Description of the SilverBow~~ Criteria Used for Pay Ratio ~~Resources, Inc.~~ ~~2016 Equity Incentive Plan~~			4650
~~Federal Income Tax Consequences~~CEO Pay Ratio			4950
~~New Plan Benefits~~PAY VERSUS PERFORMANCE			51
~~Previously Awarded Options~~Pay Versus Performance Table			51
~~Securities Authorized for Issuance Under Equity Compensation Plans~~Relationship between CAP and Performance Measures			52
~~Vote Required and Board Recommendation~~Important Financial Performance Measures			53
PROPOSAL 4 - RATIFICATION OF SELECTION OF BDO USA, LLP AS SILVERBOW'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, ~~2022~~2023			54
Selection of BDO USA, LLP as Independent Auditor			54
Voting on Independent Auditor Proposal			54
AUDIT COMMITTEE DISCLOSURE			55
Preapproval Policies and Procedures			55
Fees Paid to Independent Registered Public Accounting Firm			55
Report of the Audit Committee			55
~~DELINQUENT SECTION 16(A) REPORTS~~SHAREHOLDER PROPOSALS			5756
~~SHAREHOLDER PROPOSALS~~			57
SEC Rule 14a-8 Proposals for Inclusion in the Company’s ~~2023~~2024 Proxy Materials			5756
Advanced Notice of Nominations or Proposed Business for the Company’s ~~2023~~2024 Annual Meeting of Shareholders			5756
COMMUNICATIONS WITH THE BOARD OF DIRECTORS			5857
FORWARD-LOOKING STATEMENTS			5857
ANNUAL REPORT ON FORM 10-K			5958
APPENDIX A ~~- SILVERBOW RESOURCES, INC. 2016 EQUITY INCENTIVE PLAN, AS AMENDED AND PROPOSED TO BE AMENDED BY THE THIRD AMENDMENT~~			60
~~APPENDIX B~~ - DEFINITION OF NON-GAAP MEASURES AS CALCULATED BY THE COMPANY (UNAUDITED)			7959


SilverBow Resources, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


			Sincerely,
			Sean C. Woolverton
			Chief Executive Officer and Director


Sean C. Woolverton			Chief Executive Officer
Christopher M. Abundis			Executive Vice President, Chief Financial Officer and General Counsel ~~and Secretary~~
Steven W. Adam			Executive Vice President and Chief Operating Officer


Proposal 1 —			FOR the election of the three Class I director nominees ~~for~~and one Class ~~III directors~~II director nominee identified in this proxy statement, with terms to expire at the ~~2025~~2026 and 2024 annual meeting of ~~shareholders;~~shareholders, respectively;
Proposal 2 —			FOR the approval of the nonbinding advisory vote to approve the compensation of SilverBow’s named executive officers as presented in this proxy statement;
Proposal 3 —			~~FOR~~ONE YEAR on the ~~approval~~nonbinding advisory vote on the frequency of future advisory votes to approve the ~~Third Amendment to the SilverBow 2016 Equity Incentive Plan to increase the number~~compensation of ~~shares of Common Stock that may be issued under the 2016 Plan;~~SilverBow's named executive officers; and
Proposal 4 —			FOR the ratification of the selection of BDO USA, LLP as SilverBow's independent auditor for the fiscal year ending December 31, ~~2022.~~2023.


~~Proposal 1 —~~			~~FOR the election of the three nominees for Class III directors identified in this proxy statement, with terms to expire at the 2025 annual meeting of shareholders;~~
~~Proposal 2 —~~			~~FOR the approval of the nonbinding advisory vote to approve the compensation of SilverBow’s named executive officers as presented in this proxy statement;~~
~~Proposal 3 —~~			~~FOR the approval of the Third Amendment to the SilverBow 2016 Equity Incentive Plan to increase the number of shares of Common Stock that may be issued under the 2016 Plan; and~~
~~Proposal 4 —~~			~~FOR the ratification of the selection of BDO USA, LLP as SilverBow's independent auditor for the fiscal year ending December 31, 2022.~~


~~5 \|~~ 2023 Proxy Statement			SilverBow Resources, Inc.			~~2022 Proxy Statement~~ \| 4


~~Class III~~ ~~(For term to expire at the 2025 annual meeting)~~
~~David Geenberg~~
~~Marcus C. Rowland~~
~~Sean C. Woolverton~~


~~Class I~~ ~~(Term to expire at the 2023 annual meeting)~~						~~Class II~~ ~~(Term to expire at the 2024 annual meeting)~~
~~Michael Duginski~~						~~Gabriel L. Ellisor~~
Michael Duginski, Christoph O. Majeske						~~Charles W. Wampler~~


~~David Geenberg~~ ~~Head of North American Investment Team, Strategic Value Partners~~

~~Independent Director~~						~~Board Committees:~~
~~Age:~~ 38						~~Nominating and Strategy~~
~~Service commenced:~~ ~~2016~~
~~Other current public company directorships:~~ ~~None~~


~~Marcus C. Rowland~~ ~~Founder and Director, IOG Capital~~

~~Independent Director~~						~~Chairman of the Board~~
~~Age:~~ 69						~~Board Committees:~~
~~Service commenced:~~ ~~2016~~						~~Nominating and Strategy~~
~~Other current public company directorships:~~ ~~Warrior Technologies Acquisition Company~~


Named Executive Officer	2020 Base Salary	2021 Base Salary	% Change
Sean Woolverton, CEO	$590,000	$590,000	0.0%
Chris Abundis, EVP, CFO GC & SEC	$370,000	$370,000	0.0%
Steve Adam, EVP & COO	$420,000	$420,000	0.0%


	Absolute TSR (CAGR)
Relative TSR	<0%	0% - 10%	>10% - 20%	>20%
≥90th	75%	125%	150%	200%
50th	50%	90%	100%	125%
25th	25%	50%	50%	75%
≤25th	0%	0%	0%	0%


~~29 \|~~ 2023 Proxy Statement			SilverBow Resources, Inc.			~~2022 Proxy Statement~~ \| 34


		Employment Agreement Notional Long-Term Incentive Target			2021 Annual Long-Term Incentive Grants						Employment Agreement Notional Long-Term Incentive Target			2022 Annual Long-Term Incentive Grants
		LTI Target (% of Base Salary)	Employment Agreement Target LTI Value		Total PSUs Granted	Market Value of Target PSUs Granted on Date of Grant		Total Cash Incentive Awards Granted	2021 Market Value of LTI on Date of Grant		LTI Target (% of Base Salary)	Employment Agreement Target LTI Value		Total PSUs Granted	Market Value of Target PSUs Granted on Date of Grant		Total RSUs Granted	Market Value of RSUs Granted on Date of Grant	2022 Market Value of LTI on Date of Grant
Named Executive Officer	Named Executive Officer		($)(1)		(#)	($)(2)		($)(3)	($)(1)	Named Executive Officer		($)(1)		(#)	($)(2)		(#)	($)(3)	($)(1)
Sean Woolverton, CEO	Sean Woolverton, CEO	400%	$	2,360,000	91,778	$764,511		$1,132,800	$1,897,311	Sean Woolverton, CEO	400%	$	2,360,000	68,452	$1,653,800		36,859	$890,513	$2,544,313
Chris Abundis, EVP, CFO, GC & SEC		200%	$	740,000	28,778	$239,721		$355,200	$594,921
Chris Abundis, EVP, CFO & GC										Chris Abundis, EVP, CFO & GC	200%	$	800,000	23,204	$560,609		12,494	$301,855	$862,464
Steve Adam, EVP & COO	Steve Adam, EVP & COO	250%	$	1,050,000	40,833	$	340,139	$504,000	$844,139	Steve Adam, EVP & COO	250%	$	1,050,000	30,455	$	735,793	16,399	$396,200	$1,131,993


~~Named Executive Officer~~						~~2020 Cash Incentive Award 2021 Performance Period Target Payout~~
~~Sean Woolverton, CEO~~						~~$377,600~~
~~Chris Abundis, EVP, CFO and GC~~						~~$118,400~~
~~Steve Adam, EVP and COO~~						~~$168,000~~


Named Executive Officer	Named Executive Officer	2019 Target PSUs (#)	2019 PSUs Certified Payout (#)	Market Value of 2019 PSUs on Date of Vest ($)(1)	Payout (as a % of Target)	Named Executive Officer	2021 Target PSUs (#)	2021 PSUs Certified Payout (#)	Market Value of 2021 PSUs on Date of Vest ($)(1)	Payout (as a % of Target)
Sean Woolverton, CEO	Sean Woolverton, CEO	48,100	56,277	$1,359,652	117%	Sean Woolverton, CEO	91,778	172,542	$3,947,761	188%
Chris Abundis, EVP, CFO, GC & SEC		14,100	16,497	$398,568	117%
Chris Abundis, EVP, CFO & GC						Chris Abundis, EVP, CFO & GC	28,778	54,102	$1,237,854	188%
Steve Adam, EVP & COO	Steve Adam, EVP & COO	21,400	25,038	$604,918	117%	Steve Adam, EVP & COO	40,833	76,766	$1,756,406	188%


31NOMINATING AND STRATEGY COMMITTEE
			Members
			Michael Duginski (Chair)
			David Geenberg
			Marcus C. Rowland


			Christopher M. Abundis Executive Vice President, Chief Financial Officer and General Counsel

			Mr. Abundis has been the Company's Executive Vice President, Chief Financial Officer and General Counsel since February 26, 2020, also serving as Secretary of the Company until March 1, 2023. He previously served in the same capacities as Senior Vice President since November 12, 2019. Mr. Abundis oversees the Company’s Legal, Financial Reporting, Accounting, Production Accounting, Finance, Investor Relations, Human Resources, Information Technology, Corporate Services and Records functions. Effective November 12, 2019, Mr. Abundis was designated as the Company’s principal financial officer under SEC guidelines. Mr. Abundis has served SilverBow in a series of progressive responsibilities since joining the Company in 2005. From April 2016 to March 2017, Mr. Abundis was Vice President, General Counsel and Secretary for the Company. He began serving the Board of Directors as Secretary of the Company in August 2012. From February 2007 to August 2012, Mr. Abundis served as Assistant Secretary of the Company and has provided legal consultation in corporate governance, securities law and other corporate related matters in progressive positions of responsibility including Senior Counsel, Counsel and Associate Counsel. He was an officer of SilverBow when it filed for relief under the Bankruptcy Code on December 31, 2015, and throughout the Company’s reorganization and emergence from bankruptcy on April 22, 2016. Prior to beginning his legal career, Mr. Abundis worked for KPMG LLP. Mr. Abundis received a Bachelor of Business Administration and Master of Science in Accounting from Texas A&M University and a Juris Doctor from South Texas College of Law.
Age: 45
Service commenced: 2005


29 \| SilverBow Resources, Inc.			~~Laredo Petroleum~~2023 Proxy Statement


Named Executive Officer						2022 Target Bonus (% of Base Salary)
Sean Woolverton, CEO						100%
Chris Abundis, EVP, CFO & GC						80%
Steve Adam, EVP & COO						85%


			COMPENSATION COMMITTEE Christoph O. Majeske (Chair) Gabriel L. Ellisor Charles W. Wampler


~~33 \|~~ 2023 Proxy Statement			SilverBow Resources, Inc.			~~2022 Proxy Statement~~ \| 38


Name and Principal Position	Name and Principal Position	Year	Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)(3)		Non-Equity Incentive Plan Compensation ($)(4)		All Other Compensation ($)(5)		Total ($)		Name and Principal Position		Year		Salary ($)				Bonus ($))(1)				Stock Awards ($)(2)				Non-Equity Incentive Plan Compensation ($)(3)				All Other Compensation ($)(4)				Total ($)
(a)	(a)	(b)	(c)		(d)		(e)		(g)		(i)		(j)		(a)		(b)		(c)				(d)				(e)				(g)				(i)				(j)
Sean C. Woolverton	Sean C. Woolverton	2021	$	590,000	$	377,600	$	1,205,045	$	1,162,300	$	18,600	$	3,353,545	Sean C. Woolverton		2022		$	590,000			$	—			$	3,386,958			$	826,000			$	19,500			$	4,822,458
Chief Executive Officer and Director	Chief Executive Officer and Director	2020	$	590,000	$	—	$	410,571	$	814,200	$	17,100	$	1,831,871	Chief Executive Officer and Director		2021		$	590,000			$	377,600			$	1,205,045			$	1,162,300			$	18,600			$	3,353,545
		2019	$	584,167	$	—	$	599,377	$	590,100	$	18,790	$	1,792,434			2020		$	590,000			$	—			$	410,571			$	814,200			$	17,100			$	1,831,871
Christopher M. Abundis	Christopher M. Abundis	2021	$	370,000	$	118,400	$	377,855	$	546,675	$	18,600	$	1,431,530	Christopher M. Abundis		2022		$	391,250			$	—			$	1,148,105			$	448,000			$	19,500			$	2,006,855
Executive Vice President, Chief Financial Officer, General Counsel and Secretary		2020	$	362,708	$	—	$	128,739	$	338,550	$	16,393	$	846,390
		2019	$	342,084	$	—	$	—	$	241,600	$	18,460	$	602,144

Executive Vice President, Chief Financial Officer and General Counsel															Executive Vice President, Chief Financial Officer and General Counsel		2021		$	370,000			$	118,400			$	377,855			$	546,675			$	18,600			$	1,431,530
																	2020		$	362,708			$	—			$	128,739			$	338,550			$	16,393			$	846,390

Steven W. Adam	Steven W. Adam	2021	$	420,000	$	168,000	$	536,137	$	703,290	$	17,400	$	1,844,827		Steven W. Adam		2022			$	420,000			$	—			$	1,506,894			$	499,800			$	18,300			$	2,444,994
Executive Vice President and Chief Operating Officer	Executive Vice President and Chief Operating Officer	2020	$	420,000	$	—	$	182,670	$	447,300	$	17,100	$	1,067,070	Executive Vice President and Chief Operating Officer		2021		$	420,000			$	168,000			$	536,137			$	703,290			$	17,400			$	1,844,827
		2019	$	411,250	$	—	$	370,748	$	357,000	$	21,156	$	1,160,154			2020		$	420,000			$	—			$	182,670			$	447,300			$	17,100			$	1,067,070


Name and Award	Name and Award	Grant Date		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)									Estimated Possible Payouts Under Equity Incentive Plan Awards(2)							Grant Date Fair Value of Stock and Option Awards		Name and Award	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards ($)
			Threshold ($)			Target ($)			Maximum ($)			Threshold (#)			Target (#)		Maximum (#)		Threshold ($)						Target ($)		Maximum ($)		Threshold (#)		Target (#)	Maximum (#)
(a)	(a)		(b)			(c)			(d)			(e)			(c)		(d)		(e)			(l)		(a)	(b)		(c)		(d)		(e)	(f)	(g)	(h)	(i)	(l)
Sean C. Woolverton	Sean C. Woolverton																					Sean C. Woolverton
KPIs	KPIs			$	—		$	590,000		$	1,180,000											KPIs			$	—	$	590,000	$	1,180,000
PSUs	PSUs	2/24/2021											$	—		91,778		183,556		$	1,205,045	PSUs	2/23/2022								—	68,452	136,904		$2,496,444
RSUs																						RSUs	2/23/2022											36,859	$890,513
Christopher M. Abundis	Christopher M. Abundis																					Christopher M. Abundis
KPIs	KPIs			$	—		$	277,500		$	555,000											KPIs			$	—	$	320,000	$	640,000
PSUs	PSUs	2/24/2021											$	—		28,778		57,556		$	377,855	PSUs	2/23/2022								—	23,204	46,408		$846,250
RSUs																						RSUs	2/23/2022											12,494	$301,855
Steven W. Adam	Steven W. Adam																					Steven W. Adam
KPIs	KPIs			$	—		$	357,000		$	714,000											KPIs			$	—	$	357,000	$	714,000
PSUs	PSUs	2/24/2021											$	—		40,833		81,666		$	536,137	PSUs	2/23/2022								—	30,455	60,910		$1,110,694
RSUs																						RSUs	2/23/2022											16,399	$396,200


~~35 \|~~ 2023 Proxy Statement			SilverBow Resources, Inc.			~~2022 Proxy Statement~~ \| 40


		Option Awards						Stock Awards										Option Awards					Stock Awards
Name and Grant Date	Name and Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)		Name and Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
(a)	(a)	(b)	(c)		(e)		(f)	(g)		(h)			(i)		(j)		(a)	(b)	(c)	(e)		(f)	(g)		(h)			(i)		(j)

Sean C. Woolverton Stock Options	Sean C. Woolverton Stock Options																Sean C. Woolverton Stock Options
3/1/2017	3/1/2017	58,054	29,027	(1)	$	29.21	3/1/2027										3/1/2017	87,081	—	$	29.21	3/1/2027
Restricted Stock Units	Restricted Stock Units																Restricted Stock Units
3/1/2017								19,352	(2)	$	421,293	(3)
5/21/2019								16,354	(4)	$	356,027	(3)
2/26/2020								67,751	(5)	$	1,474,939	(3)
2/23/2022																	2/23/2022						36,859	(1)	$	1,042,373	(2)
Performance Stock Units	Performance Stock Units																Performance Stock Units
5/21/2019								56,277	(6)	$	1,225,150	(3)
2/24/2021	2/24/2021												183,556	(7)	$3,996,014	(8)	2/24/2021						172,542	(3)	$	4,879,506	(2)
2/23/2022																	2/23/2022											78,035	(4)	$	2,206,838	(5)
Christopher M. Abundis Stock Options	Christopher M. Abundis Stock Options																Christopher M. Abundis Stock Options
3/22/2017	3/22/2017	21,103	—		$	26.96	3/22/2027										3/22/2017	21,103	—	$	26.96	3/22/2027
Restricted Stock Units	Restricted Stock Units																Restricted Stock Units
5/21/2019								4,794	(4)	104,365		(3)
2/26/2020								21,244	(5)	462,482		(3)
2/23/2022																	2/23/2022						12,494	(1)	$	353,330	(2)
Performance Stock Units	Performance Stock Units																Performance Stock Units
5/21/2019								16,497	(6)	$	359,140	(3)
2/24/2021	2/24/2021												57,556	(7)	$1,252,994	(8)	2/24/2021						54,102	(3)	$	1,530,023	(2)
2/23/2022																	2/23/2022											26,452	(4)	$	748,078	(5)
Steven W. Adam Stock Options	Steven W. Adam Stock Options																Steven W. Adam Stock Options
11/6/2017	11/6/2017	38,880	20,032	(1)	$	21.97	11/6/2027										11/6/2017	58,912	—	$	21.97	11/6/2027
Restricted Stock Units	Restricted Stock Units																Restricted Stock Units
11/6/2017								13,355	(2)	$	290,738	(3)
5/21/2019								7,276	(4)	$	158,399	(3)
2/26/2020								30,144	(5)	$	656,235	(3)
2/23/2022																	2/23/2022						16,399	(1)	$	463,764	(2)
Performance Stock Units	Performance Stock Units																Performance Stock Units
5/21/2019								25,038	(6)	$	545,077	(3)
2/24/2021	2/24/2021												81,666	(7)	$1,777,869	(8)	2/24/2021						76,766	(3)	$	2,170,944	(2)
2/23/2022																	2/23/2022											34,718	(4)	$	981,845	(5)


(1)			Amount reflects value realized by multiplying the number of shares of RSUs or PSUs that vested by the market value on the vesting date.


~~37 \|~~ 2023 Proxy Statement			SilverBow Resources, Inc.			~~2022 Proxy Statement~~ \| 42


							Award Acceleration																				Award Acceleration
			Cash Payments		Benefit Cost(1)		Stock Options			RSUs			PSUs			Cash Incentive Awards			Total				Cash Payments		Benefit Cost(1)		Stock Options			RSUs			PSUs			Cash Incentive Awards			Total
Sean C. Woolverton	Sean C. Woolverton																				Sean C. Woolverton
		Termination by Employee for Good Reason or by Company Without Cause Not in Connection with a Change in Control	$	1,770,000	$	31,284	$	—	(2)	$	2,252,259	(3)	$	—	(4)	$	377,600	(5)	$	4,431,143		Death or Disability	$	—	$	27,795	$	—	(2)	$	347,448	(3)	$	—	(4)	$	1,132,800	(5)	$	1,508,043
		Termination by Employee for Good Reason or by Company Without Cause Following Change in Control(6)	$	2,360,000	$	31,284	$	—	(7)	$	2,252,259	(8)	$	—	(9)	$	1,510,400	(10)	$	6,153,943		Termination by Employee for Good Reason or by Company Without Cause Not in Connection with a Change in Control	$	1,770,000	$	27,795	$	—	(2)	$	347,448	(3)	$	—	(4)	$	1,132,800	(5)	$	3,278,043
		Death or Disability	$	—	$	31,284	$	—	(2)	$	2,252,259	(3)	$	—	(4)	$	377,600	(5)	$	2,661,143		Termination by Employee for Good Reason or by Company Without Cause Following Change in Control(6)	$	2,360,000	$	27,795	$	—	(7)	$	1,042,373	(8)	$	—	(9)	$	1,132,800	(10)	$	4,562,968
		Change in Control	$	—	$	—	$	—	(11)	$	—	(12)	$	—	(13)	$	1,510,400	(10)	$	1,510,400		Change in Control with Continued Employment for 6 Months	$	—	$	—	$	—	(11)	$	—	(12)	$	—	(13)	$	1,132,800	(10)	$	1,132,800
Christopher M. Abundis	Christopher M. Abundis																				Christopher M. Abundis
		Termination by Employee for Good Reason or by Company Without Cause Not in Connection with a Change in Control	$	647,500	$	31,044	$	—	(2)	$	566,847	(3)	$	—	(4)	$	118,400	(5)	$	1,363,791		Death or Disability	$	—	$	27,754	$	—	(2)	$	117,758	(3)	$	—	(4)	$	355,200	(5)	$	500,712
		Termination by Employee for Good Reason or by Company Without Cause Following Change in Control(6)	$	971,250	$	31,044	$	—	(7)	$	566,847	(8)	$	—	(9)	$	473,600	(10)	$	2,042,741		Termination by Employee for Good Reason or by Company Without Cause Not in Connection with a Change in Control	$	720,000	$	27,754	$	—	(2)	$	117,758	(3)	$	—	(4)	$	355,200	(5)	$	1,220,712
		Death or Disability	$	—	$	31,044	$	—	(2)	$	566,847	(3)	$	—	(4)	$	118,400	(5)	$	716,291		Termination by Employee for Good Reason or by Company Without Cause Following Change in Control(6)	$	1,080,000	$	27,754	$	—	(7)	$	353,330	(8)	$	—	(9)	$	355,200	(10)	$	1,816,284
		Change in Control	$	—	$	—	$	—	(11)	$	—	(12)	$	—	(13)	$	473,600	(10)	$	473,600		Change in Control with Continued Employment for 6 Months	$	—	$	—	$	—	(11)	$	—	(12)	$	—	(13)	$	355,200	(10)	$	355,200
Steven W. Adam	Steven W. Adam																				Steven W. Adam
		Termination by Employee for Good Reason or by Company Without Cause Not in Connection with a Change in Control	$	777,000	$	24,948	$	—	(2)	$	1,105,372	(3)	$	—	(4)	$	168,000	(5)	$	2,075,320		Death or Disability	$	—	$	18,770	$	—	(2)	$	154,578	(3)	$	—	(4)	$	504,000	(5)	$	677,348
		Termination by Employee for Good Reason or by Company Without Cause Following Change in Control(6)	$	1,165,500	$	24,948	$	—	(7)	$	1,105,372	(8)	$	—	(9)	$	672,000	(10)	$	2,967,820		Termination by Employee for Good Reason or by Company Without Cause Not in Connection with a Change in Control	$	777,000	$	18,770	$	—	(2)	$	154,578	(3)	$	—	(4)	$	504,000	(5)	$	1,454,348
		Death or Disability	$	—	$	24,948	$	—	(2)	$	1,105,372	(3)	$	—	(4)	$	168,000	(5)	$	1,298,320		Termination by Employee for Good Reason or by Company Without Cause Following Change in Control(6)	$	1,165,500	$	18,770	$	—	(7)	$	463,764	(8)	$	—	(9)	$	504,000	(10)	$	2,152,034
		Change in Control	$	—	$	—	$	—	(11)	$	—	(12)	$	—	(13)	$	672,000	(10)	$	672,000		Change in Control with Continued Employment for 6 Months	$	—	$	—	$	—	(11)	$	—	(12)	$	—	(13)	$	504,000	(10)	$	504,000


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