We are pleased to invite you to attend the 20212022 Annual Meeting of Stockholders of Northern Oil and Gas, Inc., a Delaware corporation (the “Company,” “we,” “our” or “us”), to be conducted online on Thursday,Wednesday, May 27, 2021,25, 2022, commencing at 1:00 p.m. Central Time.

The meeting will be completely virtual. Hosting a virtual meeting provides expanded access, improved communication and cost savings for our stockholders and us and enables stockholder participation from any location around the world. We are also hosting a virtual meeting to support the health and well-being of our employees, partners and stockholders in light of the public health impact of the coronavirus outbreak (COVID 19). In addition to attendance via the Internet, stockholders have an opportunity to hear all portions of the official meeting, submit written questions during the meeting, vote electronically during the open poll portion of the meeting, and listen to any live responses to stockholder questions immediately following the formal meeting.

You may attend the meeting, vote your shares and submit questions electronically during the meeting via live webcast by logging in at: www.virtualshareholdermeeting.com/NOG2021.NOG2022. We recommend that you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts.

The formal notice of the meeting and proxy statement follow this cover letter. Enclosed with this proxy statement are your proxy card, a return envelope and a copy of our Annual Report on Form 10-K, for the year ended December 31, 2020.2021.

Notice is hereby given that the 20212022 Annual Meeting of Stockholders of Northern Oil and Gas, Inc., a Delaware corporation (the “Company,” “we,” “our” or “us”), will be conducted online at www.virtualshareholdermeeting.com/NOG2021,NOG2022, on Thursday,Wednesday, May 27, 2021,25, 2022, at 1:00 p.m. Central Time (the “Annual Meeting”).  The Annual Meeting is being held for the following purposes:

Only stockholders of record at the close of business on March 31, 2021,28, 2022, are entitled to notice of, and to vote at, the Annual Meeting, or any adjournment(s) or postponement(s) thereof.

Your vote is important.  You may vote your shares via the Internet both before and during the Annual Meeting, or by telephone or mail in advance.  Please refer to the section “Voting Instructions” for detailed voting instructions.  Whether or not you are able to attend the meeting virtually, we urge you to vote your shares in advance of the meeting as promptly as possible.

We look forward to you joining us during the Annual Meeting.

We are furnishing you this proxy statement in connection with the solicitation of proxies by our board of directors in connection with the Annual Meeting that will be held online at www.virtualshareholdermeeting.com/NOG2021,NOG2022, on Thursday,Wednesday, May 27, 202125, 2022 at 1:00 p.m. Central Time.

Definitive copies of this proxy statement and related proxy card, or a notice of internet availability, are first being sent on or about April 13, 202114, 2022 to all stockholders of record at the close of business on March 31, 202128, 2022 (the “record date”). On the record date, there were 60,361,54777,252,301 shares of our common stock outstanding and entitled to vote at the Annual Meeting, which were held by approximately 229225 holders of record.

A quorum is necessary to hold a valid meeting. The presence in person (including virtually) or represented by proxy of holders of a majority of the shares entitled to vote is required to constitute a quorum to hold the Annual Meeting. Based on the proposals to be voted upon, abstentions and broker non-votes will be counted as present for establishing a quorum, but will not count towards approval of the proposal to which such abstention or non-vote relates. A broker “non-vote” occurs when shares are held by a broker and (i) the broker does not have discretionary authority to vote on a particular matter and (ii) the broker has not received voting instructions from its customer.

If a valid proxy is provided and the stockholder has not indicated how the shares are to be voted at the Annual Meeting, the shares represented by such proxy will be considered present at the Annual Meeting for purposes of determining a quorum and will be voted in accordance with the board of director’s recommendation on each proposal presented at the Annual Meeting. If a valid proxy is provided and the stockholder has withheld authority to vote for one or more nominees, or voted against or abstained from voting on the ratification of our independent registered public accountant, the shares represented by such proxy will be considered present at the Annual Meeting for purposes of determining a quorum and for purposes of calculating the vote, but will not be considered to have been voted in favor of such matter.

You are entitled to one vote for each share of common stock that you own as of the close of business on the record date.  Please carefully read the instructions below on how to vote your shares.  Because the instructions vary depending on how you hold your shares, it is important that you follow the instructions that apply to your particular situation.

By granting us your proxy, you authorize the individuals named on the proxy card or other instructions to represent you and vote your shares in the manner you indicate at the Annual Meeting or at any adjournment or postponement thereof.  Shares represented by a proxy properly submitted prior to the Annual Meeting will be voted at the Annual Meeting in the manner specified on such proxy.  If you return a proxy card but do not specify how you want to vote your shares at the Annual Meeting, your shares will be voted in accordance with the recommendation of our board of directors on each proposal.

Broadridge Financial Solutions will tabulate votes in preparation for the Annual Meeting and will provide a third-party representative to act as inspector of election at the Annual Meeting.  All votes received prior to the meeting date, and all votes cast at the Annual Meeting, will be tabulated by Broadridge Financial Solutions, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

WeThe Company is making this solicitation and will bear the cost of soliciting proxies.  In addition to this notice by mail, we request and encourage brokers, custodians, nominees and others to supply proxy materials to stockholders and we will reimburse them for their expenses.  Our officers and employees may, by letter, telephone, facsimile, electronic mail, or in person, make additional requests for the return of proxies, although we do not reimburse our own employees for soliciting proxies.  We have engaged Morrow Sodali, LLC, 470 West Ave.,333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, to assist us in the solicitation of proxies and provide related advice and informational support for a services fee and the reimbursement of customary disbursements that are not expected to exceed $13,500 in the aggregate.

None of the items proposed for approval at the Annual Meeting are of the nature that the laws of the state of Delaware or our bylaws would provide a right of our stockholders to dissent and obtain appraisal of or payment for such stockholders’ common stock.

During the 20202021 fiscal year, our board of directors held four meetings, our audit committee held four meetings, our compensation committee held no formaltwo meetings but communicated informally on a regular basis and approved all actions by written consent, and our nominating and corporate governance committee held one meeting.two meetings.  Each board member attended at least 75% of the aggregate of the board of directors meetings held in 20202021 and the audit, compensation and nominating and corporate governance committee meetings held in 20202021 for which he or she was a committee member.

The board of directors has standing audit, compensation and nominating and corporate governance committees.  All three committees consist solely of independent directors.  The table below shows the current membership of the committees and identifies our independent directors and nominees.

The audit committee’s primary function is to assist our board of directors in its general oversight of our company’s corporate accounting, financial reporting, internal control and audit functions.  The audit committee’s main duties include recommending a firm of independent certified public accountants to audit the annual financial statements, reviewing the independent auditor’s independence, the financial statements and their audit report and reviewing management’s administration of the system of internal accounting controls.  Ms. Bromiley is an “audit committee financial expert” as defined in the applicable Securities and Exchange Commission (“SEC”) rules.  Each of our current audit committee members and each member who served on the committee in 20202021 is considered to be an “independent director” as defined in the NYSE AmericanListed Company Guide.Manual.

To assist the audit committee in fulfilling its duties, our management provides the committee with information and reports as needed and requested.  Our audit committee also has access to our general counselchief legal officer and has the ability to retain outside legal counsel or other experts at its sole discretion if it deems such action to be necessary.

Our compensation committee charter authorizes our compensation committee to review and approve annual base salary and incentive compensation levels, employment agreements and benefits of the chief executive officer and other key executives, as well as equity-based compensation awarded to any employee.  The compensation committee charter provides that the committee may retain consultants and advisors to advise the committee on compensation issues requiring outside expertise.  The compensation committee may also consult with our audit committee and our independent auditors for the purpose of reviewing any calculations required under any company incentive compensation plans.

None of the members of our compensation committee, including anyone who served as a member during 2020,2021, is a former or current officer or employee of our company or is an executive officer of anothera company wherein which one of our company’s executive officers serves as a member of the board of directors or compensation committee of that company. None of our company’s executive officers serve on the board of directors or compensation committee of a company that has an executive officer ofthat serves on our company serves as a director.company’s board or compensation committee.

Our nominating and corporate governance committee charter provides that persons nominated for election or appointment as directors shall be evaluated by the nominating and corporate governance committee in light of their education, reputation, experience, independence, leadership qualities, personal integrity and such other criteria as the nominating and corporate governance committee deems relevant.  The nominating and corporate governance committee does not have a specific policy as to considering diversity in identifying nominees for director, however seeking to build a board with diversity of gender, ethnicity, tenure, skills and experience and skills is one of the otherare included as criteria that the nominating and corporate governance committee or any search firm it engages in may deem relevant in its evaluation.

Our nominating and corporate governance committee has adopted specific qualifications that they believe are necessary and appropriate for membership on our board of directors.  The nominating and corporate governance committee identifies and evaluates nominees through internal discussions with committee members, management and other board members.  The nominating and corporate governance committee meets annually to review board qualifications, assess whether our existing board members meet those qualifications and discuss whether any additional individuals should be nominated to serve on our board of directors.

Pursuant to procedures adopted by our nominating and corporate governance committee, stockholders who wish to recommend individuals for consideration by our nominating and corporate governance committee to become nominees for election to our board of directors may do so by submitting a written recommendation to our nominating and corporate governance committee, c/o Corporate Secretary, 601 Carlson Pkwy,4350 Baker Road, Suite 990,400, Minnetonka, Minnesota 55305.55343.  Submissions must include a written recommendation and the reason for the recommendation, biographical information concerning the recommended individual, including age, a description of the recommended individual’s past five years of employment history and any past and current board memberships.  The submission must be accompanied by a written consent of the individual to stand for election if nominated by our nominating and corporate governance committee and to serve if elected by our board of directors or our stockholders, as applicable.  Alternatively, stockholders may directly nominate a person for election to our board of directors by complying with the procedures set forth in our bylaws, any applicable rules and regulations of the Securities and Exchange Commission and any applicable laws.

Our nominating and corporate governance committee charter provides that the nominating and corporate governance committee may retain consultants and advisors to assist it in the process of identifying and evaluating candidates.  The nominating and corporate governance committee may also seek advice from our regular counsel or retain separate counsel to assist it in the execution of its responsibilities.

Our board has determined that Messrs. Akradi, Easley, Frantz, Grabb, King, Lasher, Popejoy, and Ms. Bromiley, representing alleach current directorsdirector and director nominees, are eachnominee is an “independent director” as defined in the NYSE AmericanListed Company Guide. In reachingManual. To make this determination, the board considers all relevant facts and circumstances indicating whether a director has a material relationship with the company either directly or as a partner, stockholder or officer of an organization that does business with the company. Material relationships can include commercial, banking, consulting, legal, accounting, charitable and familial relationships. In addition, each director must complete an annual questionnaire to disclose, among other things, information regarding ownership in the company, compensation received from the company (if any) and any

The roles of chief executive officer and chairman of the board of our company are currently held by different individuals. This separation recognizes the differences between the two roles and the value of having the distinct and different perspectives and experiences of a separate chief executive officer and chairman of the board. The non-executive chairman is responsible for, among other things, developing the agenda and procedures for the board’s work, presiding over meetings of the full board and executive sessions of the independent directors, acting as a liaison between the board and management, coordinating the director recruitment process, leading succession planning efforts and facilitating communications with investors.

Our management is responsible for defining the various risks we face, formulating risk management policies and procedures and managing our risk exposure.  It is the board’s responsibility to monitor our risk management processes by informing itself concerning our material risks and evaluating whether management has reasonable controls in place to address the material risks.  The audit committee of the board is primarily responsible for monitoring management’s responsibility in the area of risk oversight, and the non-executive chairman also plays a key role in this regard given his regular communications with management.  Management regularly reports to our audit committee on risk management, which in turn reports on the matters discussed at the committee level to the full board.  The audit committee and the full board focus on the material risks our company faces to assess whether management has reasonable controls in place to address these risks.  The board believes this division of responsibilities provides an effective and efficient approach for addressing risk management.

The board of directors has provided the following process for stockholders or other interested parties to send communications to the board, any committee of the board, or our non-management directors as a group, by writing to them c/o Corporate Secretary, Northern Oil and Gas, Inc., 601 Carlson Pkwy,4350 Baker Road, Suite 990,400, Minnetonka, Minnesota 55305.55343.  Communications to individual directors, including the chairman of the board, may also be made to such director at our address. All communications sent to the chair of the audit committee or to any individual director will be received directly by such individuals and will not be screened or reviewed by any company personnel.  Any communications sent to the board of directors, or the non-management directors as a group, in the care of the Corporate Secretary will be reviewed by the Corporate Secretary to ensure that such communications relate to the business of our company before being reviewed by the board or the non-management directors, as applicable.

We encourage all of our directors to attend the annual meeting of stockholders.  All of our 2021 director nominees attended our 2020last year’s virtual annual meeting of stockholders.  Westockholders, and we anticipate that all of our directorsdirector nominees will attend thethis year’s Annual Meeting virtually.

The following table presents information, to the best of our knowledge, about the beneficial ownership of our common stock on March 31, 2021,28, 2022, held by those persons known to beneficially own more than 5% of our capital stock, by our directors, director nominees, executive officers, and by our directors, director nominees and executive officers as a group.  The percentage of beneficial ownership for the following table is based on 60,361,54777,252,301 shares of common stock outstanding as of March 31, 2021.28, 2022.

Beneficial ownership is determined in accordance with the rules of the SEC and does not necessarily indicate beneficial ownership for any other purpose.  Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power.  It also includes (unless footnoted) shares of common stock that the stockholder has a right to acquire within 60 days after March 31, 202128, 2022 through the exercise of any option or other right.  The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the SEC, that only the person or entity whose ownership is being reported has exercised options or any other right to acquire shares of our common stock.

Our board of directors is responsible for overseeing the management of the business and affairs of our company as provided by Delaware law.  Directors are elected each year at the annual meeting by our stockholders.  We do not have a classified board of directors.  EightSeven directors will be elected at this year’s meeting.  Each director’s term will last until the 20212023 Annual Meeting of Stockholders and until he or she is succeeded by another qualified director who has been elected.  All the nominees are currently directors of our company. Robert Grabb and Michael Popejoy, both current directors of our company, will not be nominated for re-election. There are no familial relationships between any of our directors and executive officers.

If a nominee is unavailable for election, the proxy holders may vote for another nominee proposed by the board of directors or the board may reduce the number of directors to be elected at the meeting. On May 15, 2018, our company entered into an amended and restated letter agreement with Robert B. Rowling, Cresta Investments, LLC, Cresta Greenwood, LLC, TRT Holdings, Inc., Michael Frantz, Michael Popejoy, Ernie Easley and Bahram Akradi. Under the terms of the agreement, the company agreed to appoint Mr. Easley to the board promptly following execution of the agreement and, subject to certain conditions, to nominate Mr. Popejoy, Mr. Frantz and Mr. Easley for election to the board at the company’s annual meetings of stockholders. Set forth below is information furnished with respect to each current director and nominee for election as a director.

Each director nominee brings a unique set of skills to our board of directors.  The board of directors believes the directors as a group have the experience and skills in areas such as the oil and gas industry, finance, risk management and corporate governance that are necessary to effectively oversee our company.  Set forth below are the conclusions reached by our board of directors as to why each director is qualified for service as a director of our company.

Election to our board of directors of each of the nominees named above requires the affirmative vote of a plurality of the voting power of the outstanding shares of our common stock present and entitled to vote on the election of directors.

The audit committee of our board of directors has appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending December 31, 2021.2022.  A proposal to ratify that appointment will be presented to stockholders at the meeting.  If stockholders do not ratify such appointment, the committee will consider selection of another independent registered public accounting firm.  Even if the appointment is ratified, the committee may, in its sole discretion, direct the appointment of a different independent auditor at any time during the year if it determines that such change would be in the best interests of the company.  Representatives of Deloitte are expected to attend the meeting virtually and they will have the opportunity to make a statement and be available to respond to appropriate questions.

Deloitte served as our independent registered public accounting firm for the years ended December 31, 20202021 and December 31, 2019.2020.  Aggregate fees for professional services rendered by such firm for the years ended December 31, 20202021 and 20192020 were as follows:

Audit, audit-related and audit-relatedtax fees were for professional services rendered for the audits of the financial statements, review of interim financial statements, reviews of income tax provisions, audits of statutory financial statements, comfort letters in connection with offerings, consents and the review of documents we filed with the SEC.  The percentage of hours spent by Deloitte on these services that were attributable to work performed by persons not employed by Deloitte, as applicable on a full-time permanent basis did not exceed 50%.

The audit committee of the board of directors has determined that the provision of services covered by the foregoing fees is compatible with maintaining the principal accountant’s independence.

Our audit committee has adopted pre-approval policies and procedures to ensure the continued independence of our auditor.  As a general rule, we will only engage our auditors for non-audit-related work if those services enhance and support the attest function of the audit or are an extension to the audit or audit-related services.

Our audit committee annually evaluates our auditors’ independence, professional capability and fees based on a variety of factors.  The committee annually obtains from the auditor a formal written statement delineating all relationships between the auditor and our company, consistent with Independence Standards Board Standard 1 and engages in a dialogue with the auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditor.

The audit committee takes appropriate action to oversee the independence of the auditor, which includes review and approval of the auditors’ annual audit plan and audit scope including a description of key functions and/or locations to be audited, a general description of each of the non-audit services provided or to be provided and an estimate of audit and non-audit fees and costs for the year and actual versus estimated for the preceding year.  The committee ascertains whether resources are reasonably allocated as to risk and exposure and makes any recommendations that might be required to more appropriately allocate the auditors’ efforts.

The audit committee appraises the efficiency and effectiveness of the audit efforts and of financial accounting and reporting systems through scheduled meetings with the auditors and ensures that management places no restrictions on the scope of audits or examinations.  The lead audit partner will review with the committee the services the auditor expects to provide and the related fees, as appropriate. In addition, management will provide the committee with periodic updates of any non-audit services that the auditor has been asked to provide or may be asked to provide in the future.

The committee pre-approved all of the services we received from Deloitte during 2020.2021.

The affirmative vote of the holders of the greater of (1) a majority of the shares of common stock present in person (including virtually) or by proxy at the Annual Meeting and entitled to vote or (2) a majority of the minimum number of shares entitled to vote that would constitute a quorum for the transaction of business at the meeting is required for approval of this Proposal 2.

The audit committee has (a) reviewed and discussed with management and our independent registered public accounting firm our audited financial statements for the year ended December 31, 2020,2021, management’s assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm’s evaluation of our internal control over financial reporting; (b) discussed with our independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC; and (c) received the written disclosures and the letter from our independent registered public accounting firm as required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence and discussed with representatives of our independent registered public accounting firm its independence.

Based on the review and discussions referred to above, the audit committee recommended to our board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2020,2021, for filing with the SEC.

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended, and Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the following proposal, commonly known as a “Say on Pay” proposal, provides our stockholders with a separate nonbinding advisory vote to approve the compensation of our named executive officers.  The named executive officers are the individuals identified in the Summary Compensation Table on page 2325 of this proxy statement.  Because your vote on this proposal is advisory, it will not be binding upon us or our board of directors.  However, the compensation committee will review the results of the vote carefully and will take the results of its review into account when making future executive officer compensation decisions.

The compensation of our named executive officers received substantial support and was approved, on an advisory basis, by approximately 96%99% of the votes cast “FOR” or “AGAINST” the corresponding proposal at the annual meeting of stockholders held on June 12, 2020.May 27, 2021. The compensation committee and other members of our board believe that this vote reflected our stockholders’ strong support of the compensation decisions made by the compensation committee for our named executive officers for 2019.2020.

We will consider our stockholders to have approved our executive compensation if the number of votes cast “FOR” this Proposal 3 exceeds the number of votes cast “AGAINST” this Proposal 3.  With respect to this proposal, a stockholder who abstains and a stockholder who does not vote (including a broker non-vote) will have no effect on the outcome of this Proposal 3.

This Compensation Discussion and Analysis provides information about the 20202021 compensation program for the following named executive officers:

Our company persevered through an extremely challenging2021 was a transformational year for our industrycompany, both operationally and financially. Operationally, we significantly grew and diversified the business through over $800 million in 2020. Assubstantial bolt-on acquisitions, transitioning from a resultsingle-basin company with properties almost exclusively in the Williston Basin to a multi-basin company with meaningful properties in the Permian and Appalachian Basins. Our acquisition activity, combined with increased commodity prices and development activity on our legacy assets, drove an 80% increase in our average daily production in the fourth quarter of 2021 compared to the COVID-19 pandemic and actions of OPEC members, crude oil prices fell to historic lows during the secondfourth quarter of 2020 and remained depressed through much of 2020. Operators in the Williston Basin responded by significantly decreasing drilling and completion activity, and by shutting in or curtailing production from a significant number of producing wells. This resulted in a substantial decline135% increase in our company’s production which, combined with the precipitous decline in commodity prices, reduced our oil and gas sales substantially in 2020proved reserves volumes at year-end 2021 compared to 2019. However, we believe that the actions of our board of directors and management team — including our robust and timely commodity price hedging program, our proactive ground game acquisition activity, the deleveraging ofyear-end 2020. We also substantially strengthened our balance sheet that we executed in early 2020 before the industry turmoil,2021, conservatively financing our acquisitions through a combination of debt and other initiatives —equity financings, which also allowed us to not only surviveretire $418 million of term debt with near-term maturities and add $567 million of liquidity under our revolving credit facility. With our strengthened balance sheet and growing free cash flow profile, we also declared our first common stock dividend and laid out a plan to steadily increase dividend returns to our stockholders. All of the foregoing, along with the recovery of the industry from the challenges of 2020, but enterdrove a 130% increase in the average closing price of our common stock during December 2021 in an enviable positioncompared to deliver value for our shareholders.December 2020.

Our compensation committee is responsible for establishing director and executive officer compensation, as well as policies and programs to insure that they are consistent with our compensation philosophy and principles of corporate governance. The compensation committee is authorized to make plan awards to our employees to recognize individual and company-wide achievements as the committee deems appropriate. Our compensation committee has historically reviewed and approved base salary and incentive compensation levels, employment agreements and benefits for all executive officers.

Our compensation program seeks to reward our management for maximizing stockholder value and ensuring the long-term stability of our company. Our compensation program is intended to reward individual accomplishments, team success and

In normal circumstances, the compensation committee believes it is important to rely in large part on performance relative to pre-determined performance goals in determining executive compensation. However, given the extremely challenging and volatile operating environment of 2020 and early 2021, the compensation committee determined not to utilize pre-determined

In 2020,2021, we held a stockholder advisory vote on the compensation paid to our named executive officers for 2019,2020, which resulted in approximately 96%99% of the votes cast approving such compensation. Our compensation committee evaluated the results of last year’s advisory vote on executive compensation and, given the support expressed by stockholders, did not make any specific changes to our executive compensation program as a result thereof.

The compensation committee has from time to time engagedengages independent consultants to advise it on peer group executive compensation practices, potential compensation packages for existing or possible new executives, and in connection with other projects, including the selection of peer groups for executive compensation analysis purposes. However, the compensation committee has not engaged any compensation consultant since 2018. In 2018,2021, the compensation committee directly engaged Pearl MeyerWillis Towers Watson to help develop a peer group, make year-end determinations under the 2021 executive compensation program, review the company’s compensation programs and advise on potential changes thereto (including with respect to establishing the 2018 and 20192022 executive compensation and director compensation programs). The compensation committee determined that Willis Towers Watson is an independent compensation consultant. During its engagement, in 2018, Pearl Meyer,Willis Towers Watson, from time to time, may have contacted our named executive officers for information necessary to fulfill its assignment and may make reports and presentations to and on behalf of the compensation committee that our named executive officers also receive. The compensation committee determined that the work of Pearl MeyerWillis Towers Watson and its employees for 2018 did not raise any conflict of interest.

The compensation committee has selected and made changes to our peer group over time primarily due to changes in the financial and operating profiles of our company and potential peer companies, as well as our compensation committee’s subjective determinations regarding the companies with whom we compete for executive talent and the most appropriate companies against which to compare our performance. Prior to 2018,Willis Towers Watson assisted the primary function that ourcompensation committee in establishing a new peer group served in our2021, and data regarding this peer group was then used by the compensation committee and Willis Towers Watson in making year-end determinations under the 2021 executive compensation program, was asreviewing and comparing the comparative group in calculating our company’s relative total stockholder return for purposes of pre-2018 executive bonus programs. Forcompensation programs and considering potential changes thereto (including with respect to developing the 2018-2020 executive bonus programs, our compensation committee did not utilize any performance metrics that were measured on a relative basis compared to a peer group. However, with the assistance of Pearl Meyer, in 2018 the compensation committee reviewed detailed information regarding the2022 executive compensation programs of companies in our peer group.and director compensation programs). The compensation committee does not seek to apply any particular benchmark or target percentiles relative to the peer group in setting compensation levels. However, the peer group data was considered in connection with making year-end determinations under the 2021 executive compensation program and developing our 20192022 executive compensation program, including setting base salaries and incentive awards thereunder.

The peer group considered by the compensation committee in connection with establishing the 2019 compensation program2021 consisted of Abraxas Petroleum Corp., Bonanza Creek Energy, Inc.,Berry Corporation, Callon Petroleum Company, Carrizo Oil & Gas,Centennial Resource Development, Inc., Civitas Resources, Inc., Comstock Resources, Inc., Eclipse Resources Corp.Laredo Petroleum, Inc., EP Energy Corp., Halcon Resources Corp., HighPoint Resources Corp.,Magnolia Oil & Gas Corporation, Matador Resources Company, Oasis Petroleum Inc., Penn Virginia Corp., Resolute Energy Corp., RingMurphy Oil Corporation, PDC Energy, Inc., SandRidgeRanger Oil Corporation, SM Energy Company, Talos Energy Inc., SilverBow Resources, Inc., SM Energy Company, SRC Energy Inc.,and W&T Offshore, Inc. and Whiting Petroleum Corp. The compensation committee has not formally adjusted the peer group since that time.

The compensation committee makes the final determination of all compensation paid to our named executive officers and directs all compensation decisions affecting our executive officers. However, management also plays a role in the determination of executive compensation levels. Management may provide recommendations to the compensation committee regarding any discretionary items affecting compensation for the year. Management also provides advance input on the structure of our incentive programs and, to the extent applicable, performance goals to be used thereunder and the selection of peer companies to be used by the compensation committee for executive compensation purposes. However, the compensation committee has no obligation to accept management’s recommendations, and meets regularly in executive session to discuss and ultimately set executive compensation amounts and programs. Our chief executive officer is not present during voting or deliberations regarding his compensation.

To recruit and retain the most qualified and competent individuals as senior executives, we strive to maintain a compensation program that is competitive in our market and with respect to the general profession of our executives. We remain committed to hiring and retaining qualified, motivated employees at all levels within the organization while ensuring that all forms of compensation are aligned with business needs. Our compensation program is intended to reward exceptional organizational and individual performance. Our compensation system is designed to support the successful attainment of our vision, values and business objectives.

The following compensation objectives are considered in setting the compensation components for our senior executives:

The principal components of our executive compensation program have historically been base salary, annual short-term incentive bonuses and long-term incentive awards. We have sought to blend elements of compensation in order to formulate compensation packages that provide competitive pay, reward the achievement of financial, operational and strategic objectives on a short- and long-term basis, and align the interests of our executive officers and other senior personnel with those of our stockholders.

We have traditionally utilized stock incentives as a means to align the interests of our management with the interests of our stockholders and motivate our management to enhance stockholder value. Stock issuances to date have been designed to serve as both short-term rewards and long-term incentives. As a result, each of our named executive officers who have served with the company for at least one year holds a significant number of shares of our outstanding common stock.

The total compensation and benefits program for our executive officers currently consists of a combination of the following components:

We provide base salaries to compensate our named executive officers for services performed during the fiscal year. This provides a level of financial certainty and stability in an industry with historical volatility and cyclicality. The base salaries are designed to reflect the experience, performance, responsibilities and contribution of the individual executive officers. Salaries are reviewed annually, based on a number of factors, both quantitative, including organizational and competitive analyses, and qualitative, including the compensation committee’s perception of the executive’s experience, performance and contribution to our business objectives and corporate values.

The compensation committee set 20202021 base salaries for the named executive officers in December 2019February 2021, at the same time it established our 2021 executive compensation program. The compensation committee determined to modestly increase base salaries for our named executives by approximately 3%, balancing the difficult industry and market environment against its belief that the team had done an excellent job managing through the pandemic. In addition, at this time Mr. Kelly was promoted from EVP of finance to Chief Strategy Officer and received an additional salary increase in connection withtherewith. As a number of management promotions and transitions that took effect on January 1, 2020. In particular, our former chief executive officer stepped down as of December 31, 2019, and Mr. O’Grady was promoted to that position from his prior role as president and chief financial officer as of January 1, 2020. In addition, Mr. Allen was promoted to chief financial officer, Mr. Dirlam was promoted to chief operating officer, Mr. Romslo was promoted to chief legal officer and secretary, and Mr. Kelly commenced employment as EVP of finance. In connection therewith,result, the compensation committee increased annualized cash base salaries as follows, effective January 2020:2021:

The purpose of an annual cash bonus opportunity is to provide variable cash compensation each year based on the performance of the company and/or each individual executive, creating incentives and rewards for performance. Prior to 2018, the company had historically included a short-term cash incentive opportunity as part of its annual executive compensation programs. However, for 2018 and 2019, the compensation committee sought to significantly reduce the proportion of compensation, company-wide, that may be paid in cash and increase the proportion derived from equity incentive awards. As a result, for 2018 and 2019, the compensation committee eliminated any executive cash bonus program.

For 2020, the compensation committee reintroduced a modest cash bonus opportunity for our executive team, with each named executive officer eligible to receive a cash bonus of up to 10% of base salary. The purpose is to provide variable cash compensation each year, determined in the discretion ofFor 2021, the compensation committee basedincreased that opportunity to up to 15% of base salary, still quite modest by industry standards, when it established the 2021 executive compensation program in February 2021.

Based on the performance ofcompany’s significant growth and success during 2022 (as described under “Executive Overview” above), as well as peer group and market data provided by the company and/or each individual executive. Incommittee’s compensation consultant, in December 2020,2021 the compensation committee evaluated the performance of both the company and the executive team and determined to award each executiveyear-end cash bonuses for 2021 significantly in excess of the full 10%15% bonus opportunity originally contemplated. Specifically, the compensation committee determined that (i) Messrs. O’Grady and Dirlam should receive a year-

The purpose of our long-term equity incentive program is to align the interests of our executives with those of our stockholders and to provide variable compensation primarily dependent upon company performance. Since equity awards may

The 20202021 long-term equity incentive program was substantially identical to the 2020 program, and consisted of two tranches: (1) an initial restricted stock award, which was granted subject to time-based vesting when the 20202021 program was initially approved in June 2020February 2021 in order to lock-in a base level of equity incentive for each named executive officer (shown in the table below under the “Initial Award” heading), and (2) an additional award opportunity comprised of a matrix of threshold, target, and maximum additional equity award opportunities for each named executive officer, to be determined in the good faith discretion of the compensation committee at the end of the year (shown in the table below under the “Additional Award Opportunity” heading). The dollar values of the initial awards and additional opportunities were the same in 2021 as in 2020. The program is summarized in the following table.

Restricted stock awards under this program represent awards of actual shares of our common stock that provide for vesting in three equal installments over the next three years, contingent upon continued employment. We believe that awards of restricted stock provide a significant incentive for the named executive officers to achieve and maintain high levels of performance over multi-year periods, and strengthen the connection between executive and stockholder interests. We believe that restricted shares are a powerful tool for helping us retain executive talent. The higher value of a share of restricted stock in comparison to a stock option allows us to issue fewer total shares in order to arrive at a competitive total long-term incentive award value. Furthermore, we believe that the use of restricted stock reflects competitive practice among companies with whom we compete for executive talent.

In addition to the formalized incentive programs described above, the compensation committee may also approve the payment of discretionary bonuses or equity awards in recognition of significant achievements, in light of retention or similar goals, or due to other factors the committee deems relevant. The

We offer a variety of retirement, health and welfare programs to all eligible employees, including our named executive officers, who are eligible to participate in these broad-based programs on the same basis as the rest of our employees. Our health and welfare programs include medical, dental, vision, life insurance and long and short term disability. We have a supplemental disability plan applicable to employees whose annual compensation would not be covered by our standard disability plan, and all of the named executive officers qualify for coverage under that supplemental plan.

We maintain a 401(k) plan for our employees. Under the 401(k) plan, eligible employees may elect to contribute a portion of their eligible compensation on a pre-tax basis in accordance with the limitations imposed under the Internal Revenue Code of 1986, as amended, or the Code. We also provide a match contribution equal to 100% of an eligible employee’s deferral contribution, up to 8% of the employee’s earnings up to the maximum amount permitted under the Code.

Additional perquisites paid for named executive officers in 20202021 include vehicle allowances and payment of all 401(k) plan contributions. Our costs associated with providing the foregoing benefits for named executive officers are reflected in the Summary Compensation Table and related disclosures below. The company does not provide tax gross-ups on any of the perquisites provided to our named executive officers.

Our insider trading policy provides that company directors, officers (including each of the named executive officers) and other employees (and certain other covered individuals) are prohibited from, among other things: (i) purchasing company securities on margin or pledging company securities; (ii) short selling company securities; (iii) buying or selling put or call options on company securities; or (iv) entering into hedging transactions involving company securities, which includes purchases of financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of company securities. Certain family and household members and other persons or entities whose decisions are directed, influenced or controlled by a covered person are also subject to the prohibition. Further, the insider trading policy applies to all company securities directly or indirectly owned by covered persons, including any securities granted to the covered persons as a part of compensation for their service to the company.

To date, we have not adopted a formal clawback policy to recoup incentive basedincentive-based compensation upon the occurrence of a financial restatement, misconduct, or other specified events. However, under the terms of our equity compensation plans, awards thereunder and any compensation associated therewith may be made subject to forfeiture, recovery by the company or other action pursuant to any compensation recovery policy adopted by the board of directors at any time, including in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder, or as otherwise required by law, and any award agreement may be unilaterally amended by the compensation committee to comply with any such clawback policy. We are currently evaluatingcontinue to evaluate the practical, administrative and other implications of implementing and enforcing a clawback policy, and intend to adopt a clawback policy in compliance with Section 10D of the Exchange Act once additional guidance is promulgated by the SEC.

The compensation committee of our board currently consists of three independent directors.  As the compensation committee, we authorize and evaluate programs and, where appropriate, establish relevant performance criteria to determine management compensation.  Our compensation committee charter grants the compensation committee full authority to review and approve annual base salary and incentive compensation levels, employment agreements and benefits of our executive officers.  We adopt performance criteria to measure the performance of our executive management and determine the appropriateness of awarding year-end bonuses, if any.

The compensation committee has reviewed and discussed the compensation discussion and analysis presented on the preceding pages. Based on its review and discussions, the compensation committee recommended to the board of directors that the compensation discussion and analysis be included in this document.

We have evaluated the risks arising from our company-wide compensation policies and practices and do not believe that such risks are reasonably likely to have a material adverse effect on our company.

Employment agreements for our named executive officers are summarized above in the CD&A. The table below shows compensation for our named executive officers for services in all capacities to our company during fiscal years 2018, 2019, 2020 and 2020.2021. Compensation, as reflected in this table and the tables which follow, is presented on the basis of rules of the SEC and does not necessarily represent the amount of compensation realized or which may be realized in the future, or the amount of compensation attributable to a particular year. This is particularly true with respect to certain stock-based awards or accruals reported in the Stock Awards column. For more information regarding our salary policies and executive compensation plans, please review the information above under the caption “Compensation Discussion and Analysis.”

We grant restricted stock units to our named executive officers which vest annually over three years. The following table sets forth grants of plan-based awards during the year ended December 31, 2020.2021.

We have entered into employment agreements with each of our named executive officers that contain change in control and severance provisions entitling those individuals to certain payments under specified circumstances. They contain double-trigger change in control provisions whereby, if the executive’s employment is terminated by the company without “cause” or by

The compensation amounts included in the table below are estimates of the amounts that would have become payable to each named executive officer under the various triggering events described in the foregoing provisions, assuming in each case that the applicable event (whether a change-in-control and/or a termination of employment) occurred on the last business day of 2020.

Non-employee director compensation levels are reviewed by the compensation committee each year, and resulting recommendations are presented to the full board for approval.  Directors who are also employees receive no additional pay for serving as directors.

Non-employee directors generally receive compensation consisting of both cash and equity, although certain directors have elected to receive compensation entirely in equity.  A significant portion of director compensation is paid in equity to align

In JuneDecember 2020, the Board approved the 20202021 compensation program for our non-employee directors.directors, which was substantially identical to the 2020 program. For our non-executive chairman, Mr. Akradi, his 20202021 compensation consisted solely of $600,000 worth of our common stock, with no cash compensation and no additional compensation for service on Board committees. For all other directors, their 20202021 compensation consisted of (i) $120,000 worth of our common stock and $56,000 in cash for service on our Board, and (ii) annual cash fees for service on our standing committees as follows: audit committee chair, $15,000; other audit committee members, $5,000; compensation committee chair, $15,000; other compensation committee members, $5,000; nominating committee chair, $5,000; other nominating committee members, $2,500 cash;$2,500; executive committee member, $15,000 cash.$15,000. Mr. Lasher requested and the Board approved him receiving any cash compensation to which he was entitled in the form of common stock. The 20202021 equity compensation described in this paragraph was issued in quarterly installments of fully vested shares of our common stock, with the number of shares in each installment calculated based on the closing price of our common stock on such date. These dates were as follows: June 4, 2020; June 30, 2020; September 30, 2020;April 9, 2021; July 1, 2021; October 1, 2021; and December 29, 2020.31, 2021.

The following table contains compensation information for our non-employee directors for the year ended December 31, 2020.2021.

For 2020,2021, the annual total compensation for our chief executive officer was $1,392,882,$2,618,648, as reflected in the Summary Compensation Table appearing above. We estimate that the median employee’s annual total compensation was $184,700$197,638 for 2020.2021. This comparison results in a CEO Pay Ratio of 7.513.2 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K promulgated under the Exchange Act.

As permitted under applicable SEC guidance, to identify a median employee among our employee population workforce (excluding our chief executive officer) for 2020, we used actual W-2 taxable income for the 2020 calendar year as our consistently applied compensation measure for those who were employed on December 31, 2020. Based on that, we selected an individual at the median of our employee population. Wepopulation on December 31, 2020. Our company did not experience any meaningful change in our employee population or employee compensation arrangements during 2021 that we reasonably believe would significantly impact our pay ratio disclosure and the prior median employee did not experience a significant change in compensation. Accordingly, we determined that the 2020 median employee continued to be representative and determined that

In January 2020,During February 2022, we entered into and closed a securitiesthree separate stock repurchase agreements pursuant to which we repurchased an aggregate of 71,894 shares of the Company’s 6.500% Series A Perpetual Cumulative Convertible Preferred Stock, par value $0.001 per share (“Preferred Stock”), on identical financial terms from each party for an aggregate purchase price of approximately $9.5 million in cash. Of the total amount, 21,894 shares were repurchased from affiliates of TRT Holdings, Inc. (the “TRT Parties”) for $2.9 million in cash, and sale agreement with certain holders10,000 shares were repurchased from affiliates of our 8.5% senior secured second lien notes due 2023 (the “Second Lien Notes”) that are affiliated with Angelo, Gordon & Co., L.P. (the “AG Parties”), for $1.3 million in cash. During March 2022, we entered into and closed another stock repurchase agreement with the AG Parties pursuant to which we purchased $35.8repurchased an additional 60,000 shares of Preferred Stock for $8.3 million in aggregate principal amount of Second Lien Notes from the AG Parties for 387,695 sharescash. Two of our 6.5% Series A Perpetual Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”). The AG Partiesdirectors, Mr. Frantz and theirMr. Popejoy, are employed by TRT Holdings, Inc., which together with its affiliates beneficially owned more than 5% of our outstanding common stock at the time.

Adam Dirlam became anhas been employed by our company since 2009, serving as our President since December 2021 and in other executive officer of the company upon his promotion to serve as our Executive Vice President of Land inroles since June 2018, and since January 2020 has served as our Chief Operating Officer.2018. Katie Jackson, who is Mr. Dirlam’s spouse, is alsohas been employed by our company since 2011, currently in the company as arole of Vice President of Acquisitions.Business Development. During 2020, she2021, Ms. Jackson received $192,500$196,000 of total cash compensation and $18,050$56,572 worth of vesting on existing equity awards in connection with her employment.

Our board of directors has adopted a written related person transaction approval policy, which we refer to as our related person policy. Subject to the exceptions described below, our related person policy requires our audit committee to review and approve, ratify or disapprove of any proposed related person transaction. In reviewing a transaction, our audit committee will consider all relevant facts and circumstances, including (1) whether the terms are fair to the company, (2) whether the transaction is material to the company, (3) the role the related person played in arranging the transaction, (4) the structure of the transaction, (5) the interests of all related persons in the transaction, and (6) whether the transaction has the potential to influence the exercise of business judgment by the related person or others. Our audit committee will not approve or ratify a related person transaction unless it determines that, upon consideration of all relevant information, the transaction is beneficial to our company and the terms of the transaction are fair to our company. It will be our policy that directors interested in a related person transaction will recuse themselves from any vote relating to a related person transaction in which they have an interest. Under our related person policy, a related person includes any of our directors, director nominees, executive officers, any beneficial owner of more than 5% of our common stock and any immediate family member of any of the foregoing. Related person transactions exempt from our policy include (1) compensatory arrangements with our directors and executive officers that are approved by our compensation committee, (2) transactions available to all of our employees or stockholders on the same terms, (3) transactions with another entity if the related person’s interest in the transaction arises only from such person’s position as a director of, and/or beneficial owner of less than 5% in, such entity, (4) transactions with another entity if the related person’s interest in the transaction arises only from such person’s position as a limited partner with less than a 5% interest in such entity, and (5) transactions between us and a related person that, when aggregated with the amount of all other transactions between us and the related person or its affiliates, involve $10,000 or less in a year.

A copy of our annual report on Form 10-K for the year ended December 31, 20202021 (the “Annual Report”), has been made available concurrently with this proxy statement to all stockholders entitled to notice of and to vote at the Annual Meeting.  We will send a copy of our Annual Report, or any exhibit thereto, as filed with the Securities and Exchange Commission, to any stockholder without charge, upon written request to Northern Oil and Gas, Inc., 601 Carlson Pkwy,4350 Baker Road, Suite 990,400, Minnetonka, Minnesota 55305,55343, Attention: Investor Relations.Erik Romslo, Corporate Secretary.

We have adopted a procedure approved by the SEC called “householding,” by which certain stockholders who do not participate in electronic delivery of proxy materials but who have the same address and appear to be members of the same family receive only one copy of our annual report and proxy statement. Each stockholder participating in householding continues to receive a separate proxy card. Householding reduces both the environmental impact of our annual meetings and our mailing and printing expenses.

If you would like to change your householding election, request that a single copy of the proxy materials be sent to your address, or request a separate copy of the proxy materials, please contact Broadridge Financial Solutions, Inc., by calling (866) 540-7095 or by writing to Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717. We will promptly deliver the proxy materials to you upon receipt of your request. If you hold your shares in street name, please contact your bank, broker, or other record holder to request information about householding.

We must receive stockholder proposals intended to be presented at our 20222023 Annual Meeting of Stockholders that are requested to be included in the proxy statement for that meeting at our principal executive office no later than December 14, 2021.13, 2022.  Such proposals must also meet all the relevant requirements of our bylaws in order to be included in our proxy statement.

Any other stockholder proposals intended to be presented, and any nominations of persons for election as directors, at the 20222023 Annual Meeting of Stockholders must meet all of the relevant requirements of our bylaws and be received by us at our principal executive office no later than February 26, 2022.24, 2023.  If, however, the date of our 20222023 Annual Meeting of Stockholders is more than 30 days before or 60 days after the anniversary of this year’s Annual Meeting, then notice for such proposals or nominations by a stockholder will be timely only if received not less than 90 days before the date of our 20222023 Annual Meeting or, if later, within 10 days after the first public announcement of the date of our 20222023 Annual Meeting.

The board of directors does not know of any other matter that will be presented at the annual meeting other than the proposals discussed in this proxy statement.  Under our bylaws, generally no business besides the proposals in this proxy statement may be transacted at the meeting.  However, if any other matter properly comes before the meeting, your proxies will act on such matter in their discretion.