UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

MIDSTATES PETROLEUM COMPANY, INC.

321 South Boston Avenue, Suite 1000
Tulsa, Oklahoma 74103

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Midstates Petroleum Company, Inc.:

Notice is hereby given that the 20172018 Annual Meeting of Stockholders of Midstates Petroleum Company, Inc. (the “Company”) will be held at the offices of Kirkland & Ellis LLP, 300 North LaSalle, Chicago, Illinois 60654, on May 24, 2017,June 1, 2018, at 9:00 a.m. Central Time (the “Annual Meeting”). The Annual Meeting is being held for the following purposes:

1.              To elect seveneight directors.

2.              To approve, on a non-binding advisory basis, the compensation of our named executive officers.

3.              To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accountants for 2017.2018.

4.              To transact such other business as may properly come before the Annual Meeting.

These proposals are described in the accompanying proxy materials. You will be able to vote at the Annual Meeting, or any adjournment or postponement thereof, only if you were a stockholder of record at the close of business on April 18, 2017.30, 2018.

YOUR VOTE IS IMPORTANT

Please vote over the internet at www.proxyvote.com or by phone at 1-800-690-6903 promptly so that your shares may be voted in accordance with your wishes and so that we may have a quorum at the Annual Meeting. Alternatively, if you did not receive a paper copy of the proxy materials (which includes the proxy card), you may request a paper proxy card at the website or telephone number provided above, which you may complete, sign and return by mail.

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321 South Boston Avenue, Suite 1000
Tulsa, Oklahoma 74103

PROXY STATEMENT

20172018 ANNUAL MEETING OF STOCKHOLDERS

The Board of Directors of the Company (the “Board of Directors” or the “Board”) requests your proxy for the Annual Meeting that will be held on May 24, 2017June 1, 2018 at 9:00 a.m. Central Time, at the offices of Kirkland & Ellis LLP, 300 North LaSalle, Chicago, Illinois 60654. By granting the proxy, you authorize the persons named on the proxy to represent you and vote your shares at the Annual Meeting. Those persons will also be authorized to vote your shares to adjourn the Annual Meeting from time to time and to vote your shares at any adjournments or postponements of the Annual Meeting. The proxy materials, including this proxy statement (the “Proxy Statement”), proxy card or voting instructions and our 20162017 annual report, are being distributed and made available on or about April 21, 2017.30, 2018.

If you attend the Annual Meeting, you may vote in person. If you are not present at the Annual Meeting, your shares may be voted only by a person to whom you have given a proper proxy. You may revoke the proxy in writing at any time before it is exercised at the Annual Meeting by delivering to the Corporate Secretary of the Company a written notice of the revocation, by submitting your vote electronically through the internet or by phone after the grant of the proxy, or by signing and delivering to the Corporate Secretary of the Company a proxy with a later date. Your attendance at the Annual Meeting will not revoke the proxy unless you give written notice of revocation to the Corporate Secretary of the Company before the proxy is exercised or unless you vote your shares in person at the Annual Meeting.

Stockholders of Record and Beneficial Owners

Most of the Company’s stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholders of Record. If your shares are registered directly in your name with the Company’s transfer agent, you are considered the stockholder of record with respect to those shares, and the proxy materials, including a proxy card, is being sent directly to you by our agent. As a stockholder of record, you have the right to vote by proxy or to vote in person at the Annual Meeting.

Beneficial Owners. If your shares are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and the proxy materials will be forwarded to you by your broker or nominee. The broker or nominee is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker how to vote. Beneficial owners that receive the proxy materials by mail from the stockholder of record should follow the instructions included in the proxy materials to transmit voting instructions.

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If a quorum is not present, the Chairman of the meeting or a majority of the outstanding shares of common stock entitled to vote who are present in person or by proxy at the Annual Meeting have the power to adjourn the Annual Meeting from time to time, without notice other than an announcement at the Annual Meeting, until a quorum is present. At any adjourned Annual Meeting at which a quorum is present, any business may be transacted that might have been transacted at the Annual Meeting as originally notified.

Vote Required. Directors will be elected by the affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to be voted at the Annual Meeting (“Proposal ONE”). The proposal seeking approval, on a non-binding advisory basis, of the compensationCompensation of our named executive officers (“Proposal TWO”) requires the affirmative vote of the holders of a majority of the shares of common stock of the Company present in person or by proxy at the Annual Meeting and entitled to vote on the matter. The proposal seeking ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 20172018 (“Proposal THREE”) requires the affirmative vote of the holders of a majority of the shares of common stock of the Company present in person or by proxy at the Annual Meeting and entitled to vote on the matter. Collectively, Proposal ONE, TWO, and THREE may be referred to as the “Proposals.”

An automated system that Broadridge Financial Solutions administers will tabulate the votes. Brokers who hold shares in street name for customers are required to vote shares in accordance with instructions received from the beneficial owners. Brokers are permitted to vote on discretionary items if they have not received instructions from the beneficial owners (a “broker non-vote”), but they are not permitted to vote on non-discretionary items absent instructions from the beneficial owner. Broker non-votes generally occur because the broker (i) does not receive voting instructions from the beneficial owner and (ii) lacks discretionary authority to vote the shares. Brokers do not have discretionary voting authority with respect to Proposals ONE or TWO of this Proxy Statement. For Proposal THREE, ratification of the appointment of the Company’s independent registered public accounting firm, brokers will have discretionary authority in the absence of timely instructions from their customers. Abstentions (i.e., if you or your broker marks “ABSTAIN” on a proxy) and broker non-votes will count in determining whether a quorum is present at the Annual Meeting. However, (1) broker non-votes will not have any effect on the outcome of Proposals ONE or THREE and (2) abstentions will have the effect of votes cast against on Proposals TWO and THREE and will not have any effect on Proposal ONE.

Default Voting.Voting. A proxy that is properly completed and submitted will be voted at the Annual Meeting in accordance with the instructions on the proxy. If you properly complete and submit a proxy, but do not indicate any contrary voting instructions, your shares will be voted FOR each of the director nominees listed in Proposal ONE and FOR Proposals TWO and THREE.

If any other business properly comes before the stockholders for a vote at the Annual Meeting, your shares will be voted in accordance with the discretion of the holders of the proxy. The Board of Directors knows of no matters, other than those previously stated, to be presented for consideration at the Annual Meeting.

TheIn this Proxy Statement, the terms “Company,” “Midstates,” “we,” “us,” “our,” and similar terms refer to Midstates Petroleum Company, Inc. and Midstates Petroleum Company LLC unless the context indicates otherwise.  Midstates Petroleum Company, Inc. was incorporated pursuant to the laws of the State of Delaware on October 25, 2011 to become a holding company for Midstates Petroleum Company LLC (“Midstates Sub”).LLC. On April 30, 2016, the Companywe filed

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PROPOSAL ONE

ELECTION OF DIRECTORS

At the recommendation of the Nominating and Governance Committee, the Board of Directors has nominated the following individuals for election as directors of the Company to serve for a one year term beginning at the Annual Meeting and expiring at the annual meeting to be held in 2018:2019:

David J. Sambrooks

Alan J. Carr

Frederic F. Brace

Alan J. Carr

Patrice D. Douglas

Neal P. Goldman

Michael S. Reddin

Todd R. Snyder

Michael S. Reddin

Bruce H. Vincent

Each of the above nominees is currently serving as a director of the Company. Biographical information for each nominee is contained in the “Directors and Executive Officers” section below.

The Board of Directors has no reason to believe that any of its nominees will be unable or unwilling to serve if elected. If a nominee becomes unable or unwilling to accept nomination or election, either the number of the Company’s directors will be reduced or the persons acting under the proxy will vote for the election of a substitute nominee that the Board of Directors recommends.

Required Vote

The election of directors in this proposal requires the affirmative vote of the holders of a majority of the shares of common stock present and entitled to be voted at the Annual Meeting. Neither abstentions nor broker non-votes will have any effect on the outcome of voting on director elections.

Recommendation

The Board of Directors unanimously recommends that stockholders vote FOR the election of each of the nominees.

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DIRECTORS AND EXECUTIVE OFFICERS

After the Annual Meeting, assuming the stockholders elect the nominees of the Board of Directors as set forth in “Proposal One—Election of Directors” above, the Board of Directors of the Company will be, and the executive officers of the Company are:

(1)                                 Member of the Nominating and Governance Committee.

(2)                                 Member of the Compensation Committee.

(3)                                 Member of the Audit Committee.

The Company’s Board of Directors currently consists of seveneight members. The Company’s directors serve for a one yearone-year term. Directors may be removed from office either for or without cause upon the affirmative vote of the holders of a majority of the outstanding shares of stock of the Company entitled to vote generally for the election of directors.

Set forth below is biographical information about each of the Company’s executive officers, directors and nominees for director.

Frederic F. BraceDavid J. Sambrooks has served as our President and Chief Executive Officer and as a member of our Board of Directors since November 1, 2017.  Mr. Sambrooks has over 37 years of experience in the energy industry. Most recently he served as the President, Chief Executive Officer and a member of the Board of Directors of Sabine Oil & Gas Corporation (including its predecessor, Sabine Oil & Gas LLC, which was formerly known as NFR Energy LLC) from May 2007 to October 2016 (in July 2015, Sabine Oil & Gas Corporation and certain subsidiaries filed for protection under Chapter 11 of the Bankruptcy Code and emerged from bankruptcy in August 2016).  In his roles at Sabine, Mr. Sambrooks led strategic, financial, operational, business development and organizational efforts. Mr. Sambrooks previously served as Vice President and General Manager of the Southern Division for Devon Energy Corporation as well as Vice President and General Manager of Devon’s International Division from 2001 to 2007.  Prior to Devon, Mr. Sambrooks’ career included key leadership and technical roles in domestic and international operations with Santa Fe Energy Resources, Oryx Energy and Sun Oil Company.  Mr. Sambrooks holds a Bachelor of Science degree in Mechanical Engineering from The University of Texas at Austin, and a Master of Business Administration from The University of Houston.  Mr. Sambrooks serves as board president of the non-profit Communities In Schools of Houston and has served as a board member and volunteer for various non-profit organizations.  We believe Mr. Sambrooks’ experience in the energy industry and in representing public and private companies as a director brings valuable insight, experience and skill to our Board of Directors.

Alan J. Carr has served as a member of our Board of Directors since March 9, 2015. Mr. Carr is an investment professional with over twenty years of experience working from the principal and advisor side on complex, process-intensive financial situations. Mr. Carr is the founder of Drivetrain Advisors, a fiduciary services firm that supports the investment community in legally- and process-intensive investments as a representative, director, or trustee. Prior to founding Drivetrain Advisors in 2013, Mr. Carr was a Managing Director at Strategic Value Partners, LLC where he led financial restructurings for companies in North America and Europe, working in both the US and Europe over nine years. Prior to joining Strategic Value Partners, Mr. Carr was a corporate attorney at Skadden, Arps, Slate, Meagher & Flom. Mr. Carr currently serves on the boards of directors of Tidewater Inc., Atlas Iron Limited and Verso Corporation and has previously served on the board of numerous public and private

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companies. Mr. Carr has experience serving on boards of a variety of companies in North America, Europe and Asia. He received his B.A. in Economics and Sociology from Brandeis University in 1992 and his J.D. from Tulane Law School in 1995. We believe Mr. Carr’s extensive financial expertise and experience in representing public and private companies brings important experience and skill to our Board of Directors.

Frederic F. Brace served as our President and Chief Executive Officer from October 21, 2016 to November 1, 2017 and has served as a member of our Board of Directors since March 9, 2015.  Mr. Brace previously served as Interim President and Chief Executive Officer from March 2015 through October 20, 2016.  On April 30, 2016, Midstates filed for protection under Chapter 11 of the Bankruptcy Code and emerged from bankruptcy on October 21, 2016.  Upon emergence from bankruptcy, Mr. Brace was named as the Company’s President and Chief Executive Officer.  Mr. Brace has over twenty years of experience in business management and board representations. He is currently Chairman and Chief Executive Officer of Beaucastel LLC and Sangfroid Advisors Ltd. Previously, Mr. Brace worked for Niko Resources, Ltd., an oil and gas company, from August 2013 to December 2014 serving first as Senior Advisor and then as President of the company. From 2010 through March 2012, Mr. Brace held various executive officer positions with The Great Atlantic & Pacific Tea Company, a retail food business (in December 2010, The Great Atlantic & Pacific Tea Company filed for protection under Chapter 11 of the Bankruptcy Code, and it emerged from bankruptcy in March 2012).  From 1988 to 2008, Mr. Brace worked at the UAL Corporation (now United Continental Holdings, Inc.), the parent company of United Airlines, Inc. and Continental Airlines, Inc., where he served as Executive Vice President and Chief Financial Officer of UAL Corporation and United Airlines, Inc. from 2002 to 2008. From 2012 to August 2013 Mr. Brace worked as an independent consultant. Mr. Brace is currently a member of the board of directors of Anixter International and iHeartMedia, Inc. and has previously served on the board of numerous public and private companies. He received his BS in Industrial Engineering from the University of Michigan in 1980 and his MBA with a specialization in finance from the University of Chicago Graduate School of Business in 1982. We believe Mr. Brace’s knowledge of the energy industry and expertise in representing public and private companies allows him to provide valuable insights to our Board of Directors.

Alan J. Carr has served as a member of our Board of Directors since March 9, 2015. Mr. Carr is an investment professional with over twenty years of experience working from the principal and advisor side on complex, process-intensive financial situations. Mr. Carr is the founder of Drivetrain Advisors, a fiduciary services firm that supports the investment community in legally- and process-intensive investments as a representative, director, or trustee. Prior to founding Drivetrain Advisors in 2013, Mr. Carr was a Managing Director at Strategic Value Partners, LLC where he led financial restructurings for companies in North America and Europe, working in both the US and Europe over

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Michael S. Reddin has served as a member of our Board of Directors since October 21, 2016.  Mr. Reddin has extensive experience as an executive in the oil and gas industry, having served as the President and Chief Executive Officer of Davis Petroleum Corp from 2009 to 2016, as President and Chief Executive Officer of Kerogen Resources, Inc. from 2008 to 2009, and in two separate Vice President roles for BP America, Inc. before that.  Prior to joining BP, Mr. Reddin held technical, commercial and management roles of increasing responsibility for ARCO Oil and Gas Company and Vastar Resources, Inc.  Mr. Reddin currently serves as an independent director on the boards of Ridge Runner Resources, LLC, Southcross Holdings GP, LLC and Energy XXI Gulf Coast, Inc.  He is the former Chairman of the Board of Energy XXI Gulf Coast, Inc., where he also served as interim Chief Executive Officer while a permanent CEO was being recruited in early 2017.  Mr. Reddin previously served as a director on the boards of Berry Petroleum Company, Gulfport Energy, Davis Petroleum Corp., and Kerogen Resources, Inc. Mr. Reddin received a B.S. degree in Mechanical Engineering from Texas A&M University. We believe Mr. Reddin’s experience in the energy industry and expertise in representing public and private companies brings important experience and skill to our Board of Directors.

Todd R. Snyder has served as a member of our Board of Directors since October 21, 2016. Mr. Snyder is anthe founder and Senior Managing Partner of TRS Advisors LLC.  Previously, Mr. Snyder was the Executive Vice Chairman of North American GFA and Co-Chair of the North American Debt Advisory and Restructuring Group of Rothschild Inc., a leading international investment banking and financial advisory firm. Mr. Snyder has been an advisor to companies in restructurings and reorganizations for twenty-ninethirty years and has been instrumental in a diverse selection of complex transactions, including reorganizations, restructurings, financings, spinoffs, workouts, exchange offers, mergers, divestitures and management-led buyouts. Before joining Rothschild in March 2000, Mr. Snyder was a Managing Director in the Restructuring and Reorganization group at Peter J. Solomon Company and a Managing Director at KPMG Peat Marwick in the Corporate Recovery Group, where he also was the National Director of the Corporate Recovery Practice for Governmental Enterprises (regulated and privatizing industries). Prior to moving to the investment banking field, Mr. Snyder practiced law in the Business Reorganization department of Weil, Gotshal & Manges. Mr. Snyder currently serves as an independent member on the board of directors of EcoStim Energy Solutions.  Mr. Snyder received a B.A. degree from Wesleyan University and a J.D. from the University of Pennsylvania Law School. We believe Mr. Snyder’s extensive financial expertise and experience in representing public and private companies in complex financial situations brings important experience and skill to our Board of Directors.

Michael S. Reddin has served as a member of our Board of Directors since October 21, 2016. Mr. Reddin currently serves as the Chairman of the board of directors of Energy XXI Gulf Coast, Inc., and has extensive experience in business management and board representations in the oil and gas industry, including with companies such as Berry Petroleum Company, Gulfport Energy, Davis Petroleum Corp., and Kerogen Resources, Inc. From August 2009 to April 2016, Mr. Reddin was the President and Chief Executive Officer of Davis Petroleum Corp and

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directors of the Oklahoma Independent Petroleum Association and is a member of OIPA’s legislative and legal committees.the board of directors of the State Chamber of Oklahoma.

Amelia K. Harding joined the Company in September 2015 and currently serves as our Vice President - Human Resources and& Administration. Prior to joining the Company,Midstates, Ms. Harding worked as the General Manager, Human Resources for Samson Resources Company from March 2012 through September 2015 where she oversaw all human resources and organizational development activities for the HR administration of 1,000 employees in 15 offices.company. Prior to this role, Ms. Harding served as the Manager, Employee Relations and Recruiting for Samson Resources Company from June 2009 through February 2012. Preceding those positions, Ms. Harding served as Manager, Human Resourcesled the human resources teams for both Southwest United Industries Inc., and KOPCO Inc., from 1998-2009. She received her Bachelor of Business Administration degree in Management from

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The Compensation Committee is delegated all authority of the Board of Directors as may be required or advisable to fulfill the purposes of the Compensation Committee. The Compensation Committee may form and delegate some or all of its authority to subcommittees when it deems appropriate. Meetings may, at the discretion of the Compensation Committee, include members of the Company’s management, other members of the Board of Directors, consultants or advisors, and such other persons as the Compensation Committee or its chairperson may determine in an informational or advisory capacity.

Our Chief Executive Officer annually reviews the competitive pay, position and the performance of each member of senior management other than himself.himself, taking into consideration third party compensation survey data and other input from the Compensation Committee’s independent compensation consultant.  Our Chief Executive Officer’s conclusions and recommendations, including those for base salary adjustments and award amounts for the current year and target annual award amounts for the next year under our bonus plan, are presented to the Compensation Committee. The Compensation Committee makes all compensation decisions and approves all share-based awards for the Named Executive Officers and other officers at or above the vice president level. The Compensation Committee may exercise its discretion in modifying any compensation adjustment or awards to any executive officer, including reducing or increasing the payment amount for one or more components of such awards.

Our Board of Directors annually considers the performance of our Chief Executive Officer.  The Compensation Committee determines all components of our Chief Executive Officer’s compensation and meets outside the presence of all of our executive officers to consider appropriate compensation for our Chief Executive Officer.

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

OverviewCompensation Discussion and Analysis

We are currently considered a smaller reporting companyThis Compensation Discussion and Analysis, or “CD&A,” provides information about our compensation objectives and policies for purposes of the SEC’s executive compensation disclosure rules. In accordance with such rules, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year-End Table, as well as limited narrative disclosures. Further, our reporting obligations extend only to the individuals serving(i) any individual who served as our chief executive officer andChief Executive Officer or our two nextChief Financial Officer during 2017, (ii) our three other most highly compensated executive officers.officers, or, if fewer than three executive officers are employed by us on the last day of the year, such lesser number of executive officers, and (iii) any former executive officer who would have been one of our three most highly-compensated executive officers during 2017 but for the fact the executive was no longer providing services to us at the end of 2017. We refer to the aforementioned individuals throughout this discussion as the “Named Executive Officers” or “NEOs” and their names, titles and positions are as follows:

Effective November 1, 2017, Mr. Brace resigned from employment with the Company but continues to serve on our Board of Directors.  Simultaneous with Mr. Brace’s resignation, Mr. Sambrooks was appointed President & Chief Executive Officer of the Company.  Effective June 15, 2017, Mr. Haight resigned from employment with the Company. Mr. Elkins’ employment with the Company ended on January 23, 2018.

This summaryCD&A focuses primarily on the information in the tables below and related footnotes, as well as the supplemental narratives, relating to the fiscal year ended December 31, 2016. We are a “smaller reporting company” as defined by the SEC, and are therefore not required to provide, and do not purport to provide, all of the disclosures required for a “Compensation and Discussion Analysis” as set forth in rules promulgated by the SEC.2017.

Compensation Program Philosophy and ObjectivesEXECUTIVE SUMMARY

2017 Performance Highlights

Our future successexecutive management team performed well in 2017 and laid the ability to create long-termgroundwork for creating stockholder value for our stockholders depends on our ability to attract, retain and motivate some of the most qualified individuals in the oil and gas industry. Our compensation program is designed to reward performance that supports our long-term strategy and the achievementmoving forward. The following are key highlights of our short-term goals. We believe that compensation should:achievements during fiscal year 2017:

· help to attract and retain the most qualified individuals in the oil and gas industry by being competitive with compensation paid to persons having similar responsibilities and duties in other companies in the same and closely related industries;Maintained strong, delevered balance sheet throughout 2017.

· alignUplisted the interests ofCompany’s common stock to the individual with those of our stockholders and motivate long-term value creation;NYSE Big Board on May 4, 2017.

· be directly tied to the attainmentAchieved average daily production of annual performance targets22,148 barrels of oil equivalent per day (“Boepd”) in 2017, firmly within guidance and reflect the Named Executive Officer’s individual contribution thereto;on budget.

· pay for performance, whereby an individual’s total direct compensation is heavily influenced by company performance;Generated Adjusted EBITDA, before acquisition and transaction costs, of $128.2 million in 2017.

· reflect the unique qualifications, skills, experienceRationalized portfolio through divestment of non-core Lincoln County, Oklahoma producing properties and responsibilities of each individual.initiated strategic alternatives process for non-core Anadarko Basin assets.

· Set market-focused strategy aimed at reducing costs, generating free cash flow, improving liquidity and focusing activity to maximize optionality.

Elements of OurSummary Of 2017 Executive Compensation

The following lists key compensation programhighlights and decisions for our Chief Executive Officer and our Named Executive Officers is comprised of the following four elements:in 2017:

·                                          base salary;

·                                          annual performance-based cash incentive awards;

·                                          long-term equity-based compensation; and

·                                          other employee benefits.

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Base Salary·. Base salary is                  The Compensation Committee, which consists entirely of independent directors, determines the fixed annualtotal amount and appropriate mix of compensation we pay to eachfor our executive officers, including the Named Executive Officers. We believe that our compensation program is designed so that pay is commensurate with the level of performance generated, with incentive compensation representing the majority of total compensation. Accordingly, as of December 31, 2017, our Chief Executive Officer for performing specific job responsibilities. It represents the minimum income ahad 84.06% of his pay “at risk” or “variable” and dependent upon Company and stock price performance, as well as his individual performance. The other Named Executive Officers who remain employed with the Company had, on average, 82.87% of their pay “at risk” or “variable.”

Note:  For the Chief Executive Officer, may receivethe above chart reflects his 2017 base salary and annual incentive target, and the actual grant date fair value of his long-term incentive, granted in anyNovember 2017 and intended to cover his 2017 and 2018 grants.  For other NEOs who remain employed with the Company, the above chart reflects the average of their base salaries and target bonuses, as well as the target grant date fair value of their post-emergence 2016 long-term incentive grants.  These post-emergence 2016 long-term incentive grants were intended to cover the balance of the 2016 calendar year as well as the 2017 performance year.  The Company intends to make annual long-term incentive grants going forward.

Annual Performance-Based Cash Incentive Awards·. We have historically used, and expect                 The only executive to continuereceive a salary increase from 2016 to use, performance-based2017 was Richard W. McCullough, in connection with the increased scope of his role.  His increase was 9.8%.

·                 As discussed in more detail under “Elements of the Executive Compensation Program,” our Named Executive officers, as well as other Company employees, are eligible to receive a cash incentive awardspayment based upon the Company’s performance relative to reward achievement of specifiedpre-established goals or Key Performance Indicators (“KPIs”). The table below sets forth our actual 2017 performance goals for the Company as a whole with a time horizon of one year or less.

In April 2016, in light of the Chapter 11 Cases,measures approved by the Compensation Committee revised the format of ourCommittee.  Our performance resulted in an annual performance-based cash incentive awards to a quarterly incentive program to better motivate management during the pendencyaward payout of our Chapter 11 reorganization. The Bankruptcy Court approved the participation54.2% of target for certain of our Named Executive Officers inreflecting our pay for performance philosophy.

·                  Following the quarterly performance-based cash incentive program upon confirmation of theCompany’s emergence from Chapter 11 plan of reorganization.  Effective as of January 1, 2017,in 2016, the Compensation Committee revised the format of our annual performance-based cash incentive awards to be granted on an annual basis.

Long-Term Equity-Based Incentives. We believe a formal long-term equity incentive program is a valuable compensation tool and is consistent with the compensation programs of the companies in our peer group. Prior to our emergence from the Chapter 11 Cases, we maintained a long-term incentive plan which permitted the grant of our stock, options, restricted stock, restricted stock units, phantom stock, stock appreciation rights and other awards, any of which may be designated as performance awards or be made subject to other conditions. We did not issue long-term incentive awards to ourcurrent Named Executive Officers, or other executives inwith the Springexception of 2016 due to the ongoing bankruptcy proceedings. However, as approved under the Chapter 11 planMr. Sambrooks (who was appointed on November 1, 2017) received a portion of reorganization, each of our Named Executive Officers along with certain other employees of the Company, received an equity granttheir income in the form of time-vestednon-qualified stock options and time-based restricted stock units (“RSUs”) and time-vested, representing 50% of the grant date value. Both the stock options upon emergence from the Chapter 11 Cases under the Company’s 2016 Long Term Incentive Plan (the “2016 Long Term Incentive Plan”). Each grant ofand time-based RSUs and stock options will vestvested as to 1/6 of

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the award on the six-month anniversary from the Effective Date of our emergence,April 21, 2017, an additional 1/6 of the award will vestvested on the 12-month anniversary from the Effective Date of our emergence, a furtherOctober 21, 2017, an additional 1/3 of the award will vest on the 24-month anniversary from the Effective Date of our emergence,October 21, 2018, and the final 1/3 of the award will vest on October 21, 2019.  The stock options have an exercise price equal to $19.66 per share, which was the 36-month anniversary from the Effective Datefair market value of our emergence. In addition, in the event an executive with an employment agreement with the Company (including our Named Executive Officers) is terminated by us without Cause or terminates for Good Reason (in each case, as defined in the applicable Named Executive Officer’s employment agreement, as discussed further below) or due to death or disability, 100%a share of the unvested award will immediately accelerateCompany’s common stock as of the grant date, which was October 21, 2016.

·                  Upon his hiring on November 1, 2017, Mr. Sambrooks, our Chief Executive Officer, received a grant of time-based RSUs and performance-based RSUs, weighted at one-third and two-thirds, respectively.  The time-based RSUs vest asratably on each of the first three anniversaries of the date of grant.  Mr. Sambrooks’ performance-based RSUs are subject to cliff vesting at the conclusion of a three-year performance period, dependent upon the Company’s absolute and relative total stockholder return (“TSR”) achievement.

Compensation Objectives and Core Elements

Our primary executive compensation objectives are to attract, motivate and retain key leaders, reward current performance, drive future performance and align the long-term interests of our executives with those of our stockholders. In pursuing these objectives, the Compensation Committee uses certain guiding principles in designing the specific elements of the executive compensation program.

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Consistent with these principles, the core elements of our executive compensation program consist of:

·                                          Cash compensation, in the form of market competitive base salary and an annual incentive opportunity tied to certain KPIs, selected annually by the Compensation Committee to align the Company with goals established to achieve a desired result and for delivering stockholder value. In 2017, these KPIs included, production volumes, reserve replacement cost, full program internal rate of return (“IRR”), Lease Operating Expense, and G&A Expense relative to pre-established goals; and

·                                          Long-term equity compensation, in the form of non-qualified stock options, and time-based restricted stock units and performance-based restricted stock units.

Other benefits are provided to the Named Executive Officers that are generally consistent with those provided to other employees of the Company, including health plans and retirement benefits.

This CD&A is intended to facilitate a better understanding of the detailed information provided in our executive compensation tables that follow by analyzing such termination.data within the context of our overall compensation program.

To guide the discussion and analysis, we have organized our CD&A after this “Executive Summary” into the following sections:

·Executive Compensation Program Roles and Responsibilities — This section describes the respective oversight roles and responsibilities of the Compensation Committee and the Compensation Committee’s independent compensation consultant.

·Executive Compensation Program Objectives and Principles — This section describes the objectives that guide our compensation programs and discusses the individual principles the Compensation Committee has established to drive our achievement of those objectives. This includes how compensation is benchmarked to market reference points.

·Executive Compensation Processes and Decision Making — This section sets forth the processes undertaken by our Compensation Committee as it evaluates our executive compensation program and plans and makes decisions regarding the compensation elements and levels applicable to our senior leaders.

·Elements of the Executive Compensation Program — This section discusses the individual elements of our compensation program for the Named Executive Officers, including base salary, annual cash incentive opportunity, long-term equity incentives, severance benefits and specific

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discussion of the Chief Executive Officer’s compensation for 2018, as well as a discussion of any 2018 compensation decisions affecting our Named Executive Officers who remain employed with the Company other than the Chief Executive Officer.

·Additional Executive Compensation Information — This section includes an overview of other important executive compensation programs and policies, including executive stock ownership guidelines, certain other benefits available to our Named Executive Officers, employment agreements, and tax and accounting implications.

Say-on-Pay and Say-When on Pay Advisory Votes

At our annual meeting of stockholders in May 24, 2017, our stockholders were provided the opportunity to cast a non-binding advisory vote on executive compensation (a “say-on-pay” vote). Through this say-on-pay vote, in which we received approximately 97.63% approval, our stockholders reaffirmed their strong support for our executive compensation program and practices. Following the say-on-pay vote, the Compensation Committee considered these results of this vote and concluded that the Company’s executive compensation program provides a competitive pay-for-performance package that effectively incentivizes our Named Executive Officers, encourages long-term retention and aligns the interests of management with those of our stockholders. In 2017, we introduced performance-based RSUs to our executive compensation program by awarding them to Mr. Sambrooks when he was appointed as our President and Chief Executive Officer.  Mr. Sambrooks’ performance-based RSUs cliff vest in three years from the grant date of November 1, 2017 and are based in part upon absolute TSR and in part upon relative TSR compared to a selected peer group.  Additionally, in March 2018 the Compensation Committee awarded certain of our Named Executive Officers with performance-based RSUs which cliff vest after a three-year period that are tied to relative TSR of our common stock as compared to our Compensation Peer Group (articulated below under “—Executive Compensation Program Objectives and Principles”) over that period.

At our annual meeting of stockholders on May 23, 2014, we conducted a non-binding advisory vote on the frequency of future say-on-pay votes (a “say-when-on-pay” vote), and approximately 99.02% of votes were cast in favor of the Company holding an annual say-on-pay vote.  Our next say-when-on-pay vote will be conducted at the 2020 annual meeting of stockholders.

Executive Compensation Program Roles and Responsibilities

Our executive compensation program is administered by the Compensation Committee. Consistent with the NYSE corporate governance listing standards, the Compensation Committee is composed entirely of independent, non-employee Board members.

As reflected in its charter, the Compensation Committee has overall responsibility for setting the compensation for our Chief Executive Officer and, in consultation with the Chief Executive Officer, for setting the compensation of our other executive officers, including the Named Executive Officers.

Role of the Compensation Committee

The Compensation Committee has the sole authority to retain, amend the engagement with, and terminate any compensation consultant to be used to assist in the evaluation of director, Chief Executive Officer or officer compensation, including employment contracts and change in control provisions. The Compensation Committee has sole authority to approve the consultant’s fees and other retention terms and has authority to cause the Company to pay the fees and expenses of such consultants. During 2017, the Compensation Committee engaged the services of Lyons, Benenson & Company, Inc. (“LB&Co.”) for compensation consulting services. In selecting LB&Co. as its compensation consultant, the Compensation Committee assessed the independence of LB&Co. pursuant to Securities and Exchange Commission (“SEC”) rules and considered, among other things, whether the consultant provides any other services to us, the policies of the consultant that are designed to prevent any conflict of interest between the consultant, the Compensation Committee and us, any personal or business relationship between the consultant and any member of the Compensation Committee or between the consultant and one of our executive officers and whether the consultant owns any shares of our common stock. The terms of LB&Co.’s engagement are

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set forth in a separate engagement agreement that provides, among other things, that the consultant is engaged by, and reports only to, the Compensation Committee and will perform the compensation advisory services requested by the Compensation Committee. LB&Co. does not provide any other services to the Company, and the Compensation Committee concluded that we do not have any conflicts of interest with LB&Co.

Role of the Independent Compensation Consultant

LB&Co. has been retained to advise the Compensation Committee on all aspects of our executive compensation program, and they provide no other services to the Company. The services they provide include:

·                                          Reviewing and advising the Company on its compensation philosophy, strategy and program, and evaluating how well our compensation programs adhere to the philosophies and principles articulated below under “—Executive Compensation Program Objectives and Principles.”

·                                          Providing advice and counsel on best practices in compensation and corporate governance and keeping the Company and the Compensation Committee apprised of trends, developments, legislation and regulations affecting executive and director compensation.

·                                          Providing and analyzing competitive market compensation data, including that of our peer group.

·                                          Analyzing the effectiveness of executive compensation programs in supporting the Company’s compensation philosophy and strategy and making recommendations, as appropriate.

·                                          Assisting in the design and negotiation of executive employment agreements, as applicable.

·                                          Analyzing the appropriateness of the compensation peer group.

·                                          Conducting a risk assessment of the Company’s incentive compensation plans and programs at least annually and making recommendations, as appropriate.

The Compensation Committee does not adopt all recommendations given by LB&Co. but uses their work as a reference in exercising its own judgment with respect to its own executive compensation actions and decisions. LB&Co. meets privately with the Compensation Committee at its request. Our management provides information to LB&Co. but does not direct or oversee their activities with respect to our executive compensation program.

Compensation Consultant Conflict of Interest Assessment

As required by rules adopted by the SEC under the Dodd-Frank Act, the Compensation Committee assessed all relevant factors and determined that the work of LB&Co. did not raise any conflict of interest in 2017. In making this determination, the Compensation Committee considered all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act.

The Compensation Committee Charter is available online at:  https://ir.midstatespetroleum.com/governance-docs.

Role of the Chief Executive Officer

In making determinations regarding compensation for our Named Executive Officers other than our Chief Executive Officer, the Compensation Committee considers the recommendations of the Chief Executive Officer and the input received from LB&Co.  The Chief Executive Officer recommends compensation (including the compensation provisions of employment agreements for those who have them) for the Named Executive Officers (other than himself) as well as for all others whose compensation is determined by the Compensation Committee.  In making these recommendations, the Chief Executive Officer assesses the performance of each executive, considers each executive’s responsibilities and compensation in relation to other officers of the Company, and reviews publicly available information as well as third party compensation survey data to evaluate the competitive marketplace for talent.  In making these recommendations, our Chief Executive Officer takes into account the role and responsibilities of each executive, their relative achievements during the performance year, their appraised

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potential and competitive compensation data developed by LB&Co. that is drawn from our Compensation Peer Group and publicly-available surveys.

The Compensation Committee determines the compensation of the Chief Executive Officer without management input, but is assisted in this determination by LB&Co.  Compensation of the Chief Executive Officer is approved by the Compensation Committee, but is also reviewed by the other non-employee, independent members of the Board.

Executive Compensation Program Objectives and Principles

Our primary compensation objectives are to attract, motivate and retain key leaders, reward current performance, drive future performance and align the long-term interests of our executives with those of our stockholders. While the individual compensation elements may differ, the design of the executive compensation program is generally based on the same objectives as the overall compensation program provided to all our employees. The Compensation Committee has established the following principles, which are meant to affect these compensation objectives and guide the design and administration of specific plans, agreements and arrangements for our executives, including the Named Executive Officers.

Compensation Should be Performance-Based

The Compensation Committee believes that a portion of our executives’ total compensation should be “at risk” and tied to how well they perform individually, while other metrics should be “at risk” based on how well the Company performs relative to applicable financial and non-financial objectives. To accomplish this, the Compensation Committee uses a variety of targeted, performance-based compensation vehicles in our executive compensation program that are specifically designed to incorporate performance criteria that promote our annual operating plan and long-term business strategy, build long-term stockholder value and discourage excessive risk-taking.

As the Compensation Committee believes that there should be a strong correlation between executive pay and Company performance, in years when our performance exceeds objectives established for the relevant performance period, executive officers should be paid more than 100% of the established target award. Conversely, when performance does not meet the established objectives, incentive award payments should be less than 100% of the established target level or eliminated altogether if performance is below threshold performance levels.

Compensation Should Reinforce Our Business Objectives and Values

Our goal is to increase stockholder value by focusing our activity, reducing costs, generating free cash flow and improving our liquidity.  We seek to achieve these goals through the following strategies:

·                  Prudently develop our core Mississippian Lime assets.

·                  Maintain a low and effective cost structure.

·                  Utilize our technical and operating expertise to enhance returns.

·                  Maintain a strong, delevered balance sheet.

·                  Apply rigorous investment analysis to capital allocation decisions.

The Compensation Committee considers these strategies, as well as the Company’s risk tolerance, when identifying the appropriate incentive measures and when assigning individual goals and objectives to the Named Executive Officers.

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Performance-Based Compensation Should be Benchmarked

Our executive compensation program is designed to reward achievement of the approved goals and to attract, retain and motivate our leaders in a competitive talent market. The Compensation Committee examines the executive compensation of a group of peer companies (our “Compensation Peer Group”) to stay current with market pay practices and trends, and to understand the competitiveness of our total compensation and its various elements. The Compensation Committee reviews at least annually the Compensation Peer Group to confirm that it includes companies that are comparable to Midstates on the basis of industry focus, scope of operations, size (based on revenues) and the competitive marketplace for talent. We use this data solely for informational purposes and do not target a specific percentile or make significant pay decisions based on market data alone. Although we believe this information can be helpful, we recognize that benchmarking is not always reliable and is subject to significant change from one year to the next, particularly for companies whose revenues are dependent upon changing commodity prices.

In October 2017, LB&Co. recommended and the Compensation Committee adopted the Compensation Peer Group for Midstates, which is comprised of 16 companies from the Oil and Gas Exploration and Production Global Industrial Classification Standards, or “GICS,” Sub-Industry.  The 2017 Compensation Peer Group includes the following companies:

The process for creating the Compensation Peer Group began by compiling an initial sample of potential comparable organizations from current peers and relevant competitors based on GICS Sub-Industries.  LB&Co. then used a top-down, multi-stage filtering approach to distill the comparable sample and establish the Compensation Peer Group.  The first filter imposed a revenue requirement between $115 and $702 million.  The second filter required that the average three-year TSR be above the Oil and Gas Exploration and Production GICS Sub-Industry median.  The third filter focused on key financial performance indicators, such as revenue CAGR, three-year average return on invested capital and three-year average operating margin.  The final filter focused on core business and strategic alignment criteria.  In developing the Compensation Peer Group, LB&Co. used the filters as guidelines, in an effort to bring as many relevant, high-performing companies as possible into the peer group, while also being mindful of ensuring that the most relevant competitors, in terms of the marketplace for products, services and talent, are also included.

Compensation Levels Should be Market Competitive

To encourage building long-term stockholder value and attracting and retaining executive talent, at least once each year the Compensation Committee reviews market compensation survey data compiled and prepared by third parties and summarized by management, which is also reviewed by the Compensation Committee’s compensation consultant, as well as market compensation proxy and survey data compiled by LB&Co. to evaluate how and whether our executive compensation program is market competitive. The market data used by the Compensation Committee comes from the proxy statements of the Compensation Peer Group as well as broad-based survey data from various sources including Willis Towers Watson, US Mercer Total Compensation Survey for the Energy Sector and Effective Compensation Inc.

The Compensation Committee uses this proxy and survey data to benchmark our executives’ base salary, annual bonus opportunities, total cash compensation, long-term incentive opportunities and total direct compensation. Additionally, the Compensation Committee uses the data to evaluate how, for each executive

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position, the Compensation Committee’s compensation actions are appropriate, reasonable and consistent with the Company’s philosophy, practices and policies, considering the various labor markets in which we compete for executives.

The Compensation Committee believes that compensation should be reasonable, appropriate and competitive, however we do not target a specific percentile in setting our setting target compensation.  Rather, the Compensation Committee considers all relevant proxy and survey data, Company and individual performance, and internal equity within Midstates to arrive at the appropriate total direct compensation opportunities for each of our Named Executive Officers, including our Chief Executive Officer.

Incentive Compensation Should Represent the Majority of Total Compensation

The Compensation Committee believes that the proportion of an executive’s total compensation that is “at risk” based on individual, division, function and/or corporate performance should increase in line with the scope and level of the executive’s business responsibilities. Following our emergence from bankruptcy in 2016, all of our Named Executive Officers received long-term incentive grants in the form of non-qualified stock options and time-based RSUs for the balance of the 2016 calendar year as well as for the 2017 calendar year.  Following the initial, post-emergence grants, the Compensation Committee did not award any long-term incentive grants during 2017 other than to new hires (including Mr. Sambrooks as our President and Chief Executive Officer).  Excluding our Chief Executive Officer, on average, 82.87% of the total target direct compensation opportunity of our Named Executive Officers who remain employed with the Company was at risk, inclusive of post-emergence equity awards granted to such Named Executive Officers for 2016 and calendar year 2017.

The Compensation Committee believes that the Chief Executive Officer’s “at risk” compensation should be a higher percentage of total direct compensation compared to the other Named Executive Officers (on average) in light of the position’s strategic focus, global governance and management responsibilities and accompanying risks. Some 84.06% of the total target compensation of our Chief Executive Officer, who was hired on November 1, 2017, was variable and at risk.

The following table presents the percentage of each Named Executive Officer’s total target-direct compensation for 2017 that was “at risk” as of the time of award.

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Incentive Compensation Should Balance Short-Term and Long-Term Performance

As stated above, the Compensation Committee believes that executive compensation should be linked to building long-term stockholder value while remaining consistent with our business objectives and values. For 2016 and 2017, our executive compensation program addressed this objective by including long-term incentives in the form of equity-based awards, such as time-based RSUs and performance-based RSUs and non-qualified stock option awards, which makes improved performance of the Company’s common stock a goal, as the executives only experience gains to the extent that our stock price rises above the exercise price of the stock options. As discussed in further detail below, we have also established minimum stock ownership guidelines for our executives that support the Company’s objective of aligning the interests of the executives with those of the stockholders and building long-term stockholder value.

The Compensation Committee also recognizes that, while stock prices correlate to corporate performance over the long-term, other factors may significantly affect stock prices at any point in time. These factors include general economic conditions, industry business cycles, commodity prices and varying attitudes among investors toward the stock market in general and specific industries and/or companies in particular. The influence of these factors makes performance of the Company’s common stock alone an incomplete measure of the Company’s performance. Accordingly, the base salary and annual cash incentive opportunity compensation components emphasize current or short-term corporate performance and the realization of defined business and financial objectives, which tend to be less affected by short-term fluctuations in the price of the Company’s common stock.

Following our emergence from bankruptcy in October 2016, it has been the goal of the Compensation Committee to maintain a ratio of base salary and annual cash incentive opportunity (short-term focus compensation) to long-term incentive compensation (long-term focus compensation) that is more heavily weighted towards long-term compensation for our Named Executive Officers. The Compensation Committee believes that this greater emphasis on long-term compensation appropriately aligns the executives’ total compensation with the Company’s short-term and long-term performance objectives. This emphasis provides each Named Executive Officer a competitive cash compensation opportunity each year (with the opportunity to increase that amount if annual incentive objectives or KPIs are exceeded), complemented by an opportunity to earn a substantial amount of additional compensation if the Company and the executives are successful in achieving the Company’s long-term objectives. For the Chief Executive Officer, the emphasis on long-term compensation is greater than that for the other Named Executive Officers, which the Compensation Committee believes is appropriate in light of the position’s strategic focus, global governance and management responsibilities and accompanying risks.

Long-Term Incentives Should Balance Stock-Based and Financial-Based Achievements

In 2016, our Named Executive Officers, including our former Chief Executive Officer, each received long-term incentive awards consisting of an equal number of restricted stock units which and non-qualified stock options, each of which vested, over a period of three years, as follows: one-sixth vested on the six-month anniversary of the grant date of October 21, 2016, an additional one-sixth vested on the twelve-month anniversary of the grant date, an additional one-third will vest on the twenty-four month anniversary of the grant date and the final one-third will vest on the thirty-six month anniversary of the grant date.

In 2017, our long-term incentive award for our current Chief Executive Officer was comprised of time-based restricted stock units representing one-third of the award and performance-based restricted stock units representing two-thirds of his award.

The allocation of each of the equity awards granted which cover 2017 is set forth below.

N/A — Not Applicable

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The Compensation Committee has determined that this long-term incentive mix of time-based RSUs and performance-based RSUs, which it began using in 2017 with the hiring of our current Chief Executive Officer, appropriately encourages long-term equity ownership, promotes a balance between stock-based and operations-based achievements and aligns the interests of the Named Executive Officers with the Company’s risk profile and the interests of our stockholders.

The Compensation Committee may in the future adjust the mix of award vehicles, adjust vesting conditions or approve different types of awards as part of its overall long-term incentive program. Any review of the long-term incentive program would be undertaken as part of the established practice of annually granting and approving equity awards to the long-term incentive plan participants at the Compensation Committee’s annual compensation review, as discussed below.

The Executive Compensation Program Should be Reviewed Annually for Effectiveness

At the first regular committee meeting following our fiscal year end, the Compensation Committee concludes its annual review of all components of our executive compensation program. This review is done with the input of the Compensation Committee’s independent compensation consultant and in light of evolving market practices in the general industry, external regulatory requirements, the competitive market for executives, our risk management objectives and our executive compensation philosophy. In conducting its review, the Compensation Committee reviews information related to each executive officer’s income and benefits, including base salary, target annual and long-term incentives, and health and welfare benefits.

Executive Compensation Processes and Decision Making

The primary goal of the Compensation Committee is to fulfill its oversight responsibilities related to setting, monitoring and implementing the Company’s compensation philosophy, strategy and programs.  In discharging its duties, the Compensation Committee works closely with its independent compensation consultant, LB&Co., and management to examine pay and performance matters throughout the year.  In determining the compensation of the Named Executive Officers other than the Chief Executive Officer, the Compensation Committee considers the recommendations of the Chief Executive Officer, which are based primarily on Company and individual performance as well as competitive market data.

The Compensation Committee’s Performance Review & Measurement Process

During the first quarter of each year, the Compensation Committee reviews each Named Executive Officer’s total compensation opportunity. The Compensation Committee members also meet regularly with the Named Executive Officers at various times during the year, both formally within Board meetings and informally outside of Board meetings, which allows the Compensation Committee to assess directly each Named Executive Officer’s performance. The Compensation Committee also solicits input from all non-employee members of the Board as to the Chief Executive Officer’s performance during the year.

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Except in years of Chief Executive Officer transition where the incumbent officer has completed less than one year of service in this capacity, the Compensation Committee considers the results of its process for reviewing the Chief Executive Officer’s performance with all independent Board members. The Compensation Committee’s process includes the independent committee members individually and collectively presenting their assessment of the Chief Executive Officer’s performance, as well as the Chief Executive Officer presenting a self-assessment of his own performance. The Compensation Committee then uses these results when determining the Chief Executive Officer’s recommended compensation.

In addition, the Chief Executive Officer annually presents an evaluation of the performance of each of the other Named Executive Officers to the Compensation Committee, which includes a review of each officer’s contributions over the past year, and his or her strengths, weaknesses, development plans and succession potential. The Chief Executive Officer also presents compensation recommendations for each Named Executive Officer for the Compensation Committee’s consideration. Following this presentation and a benchmarking review for pay, the Compensation Committee makes its own assessments and deliberates and approves of the compensation amounts for each Named Executive Officer with respect to each of the elements in the Company’s executive compensation program as described below.

Elements of the Executive Compensation Program

Overview

The primary elements of the Company’s executive compensation program in 2017 are shown in the following table and are discussed in detail below:

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Base Salary

During the first quarter of each year, the Compensation Committee reviews and establishes the base salaries of the Named Executive Officers. The Compensation Committee has established and maintains base salary market reference points for the Company’s various executive positions as indicated by the market compensation survey data compiled and prepared by management and independently reviewed by the Compensation Committee’s compensation consultant. For each Named Executive Officer, the Compensation Committee takes into account the scope of his or her responsibilities, experience and individual performance, and then balances these factors against competitive salary practices. The Compensation Committee also considers internal pay equity on an annual basis with respect to the other executives and references external benchmarks provided by its compensation consultant. The Compensation Committee did not assign any relative or specific weights to these factors.  Based on the factors discussed above, the Named Executive Officers’ salaries were:

N/A — Not Applicable

The base salaries paid to the Named Executive Officers during 2017 are shown in the “Summary Compensation Table” under the “Salary” column.

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Short-Term Incentive Plan (“STIP”)

During the first quarter of each year, the Compensation Committee establishes a short-term incentive opportunity for each Named Executive Officer under the STIP. At that time, the Compensation Committee approves: (i) the overall KPIs and goals for the fiscal year; and (ii) a STIP target opportunity for each Named Executive Officer.

Other Employee BenefitsSetting the STIP Target Opportunity.

Each year, the Compensation Committee establishes an STIP target opportunity for each Named Executive Officer, expressed as a percentage of the executive’s base salary. The Compensation Committee sets these targets in consultation with LB&Co. as its independent compensation consultant and in adherence to our stated executive compensation objectives and principles. The target annual incentive opportunity for each Named Executive Officer in 2017 is set forth in the following table:

N/A — Not Applicable

Setting Key Performance Indicators.

The Compensation Committee, and the Chief Executive Officer, evaluate and approve of the Company’s STIP KPIs for each fiscal year. The Compensation Committee sets each Named Executive Officer’s STIP KPIs that are consistent with our business strategy and tied to the achievement of important strategic objectives that drive the success of our business. The Company’s STIP KPIs and thresholds, targets and maximums, unadjusted for extraordinary events, established for 2017 were as follows:

Measuring Performance and Establishing Payout.

The 2017 payout range established for our Chief Executive Officer was 0% to 200%, and for each of the remaining Named Executive Officers was 0% to 150% of his or her respective target award opportunity. The Compensation Committee considered the performance target levels to be attainable, but that achievement of the targets would require strong performance and execution. Failure to meet the minimum performance threshold

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corresponding to a specified performance measure resulted in the participant not receiving any portion of the payout award related to such performance measure.  Payouts for performance between threshold and target and between target and maximum are subject to linear interpolation.  The actual payout percentage for 2017 was calculated as follows:

Base Salary x STIP Target % x Final KPI Achievement Result = Total Short-Term Incentive Payment

Actual performance for each KPI for the fiscal year is measured and reviewed by the Compensation Committee during the first few months following the end of the fiscal year for which the annual short-term incentive bonus is earned. As noted above, while the Compensation Committee closely examines Company and individual performance with respect to each KPI, the Compensation Committee retains the discretion to increase or decrease a Named Executive Officer’s annual short-term incentive bonus despite KPI performance based on an overall qualitative assessment of the individual officer’s performance.

In February 2018, the Compensation Committee reviewed 2017 actual performance against each of the KPIs. The Company achieved (i) between threshold and target performance under the Production Volume metric, (ii) below threshold performance under the Reserve Replacement Cost metric, (iii) below threshold performance under the Full Program IRR metric, (iv) between the target and maximum performance under the Lease Operating Expense metric, and (v) at maximum performance under the G&A Expense (Cash) metric.  With the exception of Mr. McCullough, all of our Named Executive Officers (including our Chief Executive Officer) received the portion of their annual short-term incentive bonus tied to corporate performance at a payout rate of 54.2% for the final KPI achievement result.  Fifty percent (50%) of Mr. McCullough’s annual short-term incentive bonus was tied to corporate performance at a payout rate of 54.2% and fifty percent (50%) of Mr. McCullough’s annual short-term incentive bonus was tied to personal performance at a payout rate of one hundred percent (100%), delivering an overall bonus payment of 77.1% of Mr. McCullough’s target award opportunity.

Long-Term Incentives

Our long-term incentive program rewards the Named Executive Officers for the Company’s performance over a multi-year period. Following the Company’s emergence from Chapter 11 in 2016, the then current Named Executive Officers (including our former Chief Executive Officer), with the exception of Mr. Sambrooks (who was appointed on November 1, 2017), received a portion of their income in the form of non-qualified stock options and time-based RSUs. Both the stock options and time-based RSUs vest ratably over a period of three years: one-sixth vested on the six-month anniversary of the grant date, an additional one-sixth vested on the twelve-month anniversary of the grant date, an additional one-third will vest on the twenty-four month anniversary of the grant date and the final one-third will vest on the thirty-six month anniversary of the grant date.  The stock options have an exercise price equal to $19.66 per share, which was the fair market value of a share of our Company’s stock as of the grant date.   These grants were intended to cover the post-emergence “stub” period for the balance of the in 2016 fiscal year as well as the full 2017 fiscal year.

Upon his hire as our current Chief Executive Officer on November 1, 2017, Mr. Sambrooks received a grant of time-based RSUs and performance-based RSUs, weighted at one-third and two-thirds, respectively.  The time-based RSUs vest ratably on each of the first three anniversaries of the date of grant.  Mr. Sambrooks’ performance-based RSUs are subject to cliff vesting at the conclusion of a three-year performance period, dependent upon the Company’s absolute and relative TSR achievement.  This November 1, 2017 grant was intended to serve as Mr. Sambrooks’ 2017 and 2018 long-term incentive grants.

The material terms and conditions of these equity awards are determined under the provisions of our equity compensation plans that our stockholders previously approved. The Company’s 2016 Long Term Incentive Plan was included as an exhibit to the Company’s Form S-8 filed with the SEC on October 24, 2016.

Restricted Stock Unit Awards.

The Compensation Committee grants restricted stock unit awards that vest ratably over a three-year period to deliver a meaningful long-term incentive that balances risk and potential reward. These awards also serve as an

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effective incentive for our superior executive performers to remain with the Company and continue such performance.

Restricted stock unit awards are only earned if the individual continues to be employed by the Company until the applicable vesting dates of the awards. Until vesting, holders of restricted stock unit awards do not have voting rights on the units, but the units are entitled to receive dividend accruals, if any.

Non-Qualified Stock Options.

In 2016, post-emergence, the Compensation Committee granted non-qualified stock options that vest ratably over a period of three years: one-sixth vested on the six-month anniversary of the Grant Date, an additional one-sixth vested on the twelve-month anniversary of the Grant Date, an additional one-third will vest on the twenty-four month anniversary of the Grant Date and the final one-third will vest on the thirty-six month anniversary of the Grant Date.  These awards were intended to promote sustained increases in long-term stockholder value and are inherently performance-oriented as the recipients only get rewarded to the extent that there have been increases in the fair market value of our stock over the exercise price, which was set at the fair market value on the Grant Date.

Performance-Based Stock Unit Awards.

In 2017, the Compensation Committee granted a performance-based restricted stock unit award to our Chief Executive Officer.  This award vests in a cliff at the conclusion of a three-year performance period, based on the Company’s absolute and relative Total Stockholder Return performance during the performance period.  The Compensation Committee believes that this type of award is both retentive, in that the Chief Executive Officer must be employed by the Company through the conclusion of the performance period, and motivational, in that the Chief Executive Officer will only earn these shares if the Company meets the articulated relative and absolute Total Stockholder Return goals.

The grant date fair value of the restricted stock unit, stock option and performance-based stock unit awards granted to the Named Executive Officers during 2016 and 2017, calculated in accordance with accounting principles generally accepted in the United States (“GAAP”) pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “Compensation — Stock Compensation,” are shown in the “Summary Compensation Table” under the “Stock Awards” column and the accompanying footnotes. Additional information on the awards granted in 2017 is shown in the “Grants of Plan-Based Awards for 2017” table.

2018 Compensation Decisions

Base Salary Decisions.

Base salary decisions in 2018 were determined by the Compensation Committee based on the following factors:

·                  Recommendations from the Chief Executive Officer (for Named Executive Officers other than himself);

·                  Performance achievement (both Company and individual) relative to goals and objectives;

·                  Scope and impact of each role and changes in job responsibility (in particular with respect to promotional increases);

·                  Internal pay equity considerations; and

·                  Competitive Peer Group and survey data.

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Having considered these factors, the Compensation Committee approved the following base salary increases for 2018:

Short-Term Incentive Plan KPIs

For 2018, the Compensation Committee approved the following KPIs with their respective weighting shown in parenthesis: Production Volumes (BOEPD) (20%); Total Program IRR (15%); Free Cash Flow (15%); Relative 2018 Total Stockholder Return (15%); Lease Operating Expense ($/BOE) (10%); Adjusted Cash G&A ($/BOE) (10%); and Strategic Initiatives (15%).  Pursuant to his employment agreement, Mr. Sambrooks’ annual incentive target is 100% of his base salary.  For 2018, the Compensation Committee increased Mr. Weatherholt’s annual incentive target from 60% of his base salary to 75% of his base salary in connection with his expanded role.  The annual cash incentive targets for our other Named Executive Officers did not change.

Long-Term Incentive Awards

In March 2018, the Compensation Committee approved long-term incentive grants for each of our Named Executive Officers, other than our Chief Executive Officer, in the form of time-based and performance-based restricted stock units.  Time-based restricted stock units are subject to three-year ratable vesting, with one-third of the awards vesting on each of the first three anniversaries of the grant date.  The performance-based restricted stock units are subject to three-year cliff vesting, based on TSR relative to the Compensation Peer Group during the applicable performance period (2018 — 2020).  The details of the 2018 long-term incentive grants are set forth below.

Following the completion of an assessment of the competitive market place in 2018, the Compensation Committee approved long-term incentive grants for our Named Executive Officers who remain employed with the Company, other than our Chief Executive Officer.  The Compensation Committee further intends to make long-term incentive grants annually, in support of this philosophy.  Following the long-term incentive grants reflected above, 75.86% (on average) of the 2018 total target direct compensation of the Named Executive Officers (other than our Chief Executive Officer) who remain employed with the Company was dependent upon our stock price and/or our performance.

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Additional Executive Compensation Information

Stock Ownership Guidelines and Anti-Hedging and Pledging

Executive Stock Ownership Guidelines.

In February 2018, the Compensation Committee recommended, and the Board adopted, the Executive Stock Ownership Guidelines for the Company as shown below.

Each of our executives is subject to the Company’s Executive Stock Ownership Guidelines is expected to achieve the level of ownership set forth above within five years of the later of (1) the implementation of the ownership guidelines or (2) first being appointed as an executive with the Company.  Additionally, for executives promoted subsequent to their initial participation in the Company’s equity program, the Compensation Committee may extend such executive’s time to meet the ownership guidelines.  Failure to meet the ownership guidelines may result in a reduction in future long-term incentive equity grants; payment of future annual incentive payouts in the form of equity; and/or the imposition of individual holding requirements, all at the sole discretion of the Compensation Committee.

For purposes of satisfying the Company’s Executive Stock Ownership Guidelines, the following forms of equity are included in the stock ownership calculation:

·                  Shares owned by the executive, his or her spouse and/or minor children, whether owned outright or in trust;

·                  Any time-based restricted stock or time-based restricted stock units awarded (whether or not vested);

·                  Any vested, in-the-money stock options; and

·                  Any stock held for the executive’s benefit in any pension or 401(k) plans.

For clarity, unvested performance-based restricted stock or unvested performance-based restricted stock units; unvested stock options; and vested, out-of-the money stock options will not count towards satisfaction of the Company’s Executive Stock Ownership Guidelines.

The value of an executive’s stock ownership guideline will be based on his or her then current base salary or annual cash retainer (as and if applicable).  The value of the executive’s holdings will be based on the number of shares owned or held as of the first trading day of the calendar year multiplied by the average closing price of a share of the Company’s common stock for the prior 90 calendar days.

Anti-Hedging and Pledging.

Because the Company believes it is improper and inappropriate for its insiders to engage in short-term or speculative transactions involving certain securities, under the terms of the Company’s Insider Trading Policy the Company prohibits its insiders from engaging in transactions in the Company’s debt securities (if any), hedging transactions and other transactions involving Company derivative securities, purchases of Company stock on margin, short term trading, and standing and limit orders.  The Company’s Insider Trading Policy is available online at:  https://ir.midstatespetroleum.com/governance-docs.

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Other Benefits

As previously discussed, the Compensation Committee strives to make our executive compensation program primarily performance-based and, as such, has eliminated all perquisites for our executive officers. Currently, the Company offers the benefits described below which the Compensation Committee believes are competitive with the level of benefits offered by the companies with which we compete for executive and managerial talent, and as such serve to meet our stated objective of attracting, motivating and retaining executive talent.

All of our full-time employees, including our Named Executive Officers, receive the same health and welfare benefits.  The benefits include a 401(k) retirement program with a company match of up to 8% of an employee’s pay with immediate vesting, health insurance, dental insurance, life and accidental death and dismemberment insurance, as well as short term and long term disability insurance.  We do not currently offer any other retirement or pension program as we feel that the compensation package offered to our Named Executive Officers provides compensation and incentives sufficient to attract and retain excellent talent without the addition of this benefit.

The aggregate incremental cost of providing these benefits to the Named Executive Officers is included in the “Summary Compensation Table” under the “All Other Compensation” column and related footnotes.

Employment Agreements Following Our Emergence From the Chapter 11 Cases

Employment Agreement with Mr. Sambrooks

In connection with our emergencethe appointment of Mr. Sambrooks as President and Chief Executive Officer, Mr. Sambrooks and the Company entered into an employment agreement (the “Sambrooks Employment Agreement”) outlining the terms of his employment as President and Chief Executive Officer of the Company. Pursuant to the Sambrooks Employment Agreement, Mr. Sambrooks’ annual salary will be $600,000 (the “Base Salary”) while serving as President and Chief Executive Officer and Mr. Sambrooks will be entitled to participate in any Incentive Plans (as defined in the Sambrooks Employment Agreement) applicable to similarly situated employees of the Company. Additionally, Mr. Sambrooks will be entitled to an annual bonus earned based on performance against objective, reasonably attainable performance criteria determined in good faith by the Board of Directors, after consultation with Mr. Sambrooks. The target annual bonus is one hundred percent (100%) of Mr. Sambrooks’ Base Salary and the maximum annual bonus is two hundred percent (200%) of Mr. Sambrooks’ Base Salary (each to be prorated for the number of days Mr. Sambrooks is employed with the Company during the applicable bonus period).

The Sambrooks Employment Agreement was effective as of November 1, 2017, and contains an initial term ending on the third anniversary of the effective date (the “Initial Term”).  If sixty (60) days’ notice of intent to terminate the Sambrooks Employment Agreement is not given prior to the expiration of the Initial Term, the Sambrooks Employment Agreement will continue past the Initial Term for successive one year terms until either party gives sixty (60) days’ notice that the party intends for the Sambrooks Employment Agreement to terminate at the end of any such one year period.

If Mr. Sambrooks’ employment is terminated by the Company for cause (as defined below) or by Mr. Sambrooks without Good Reason (as defined below) and the termination of Mr. Sambrooks is not due to his death or disability during the term of the Sambrooks Employment Agreement, Mr. Sambrooks will be entitled to a lump-sum cash payment which will consist of the following items: (i) the portion of Mr. Sambrooks’ base salary accrued through the termination to the extent not previously paid, any expense reimbursement accrued and unpaid, any employee benefits pursuant to the terms of the applicable employee benefit plan, and any accrued but unused vacation (the “Accrued Obligations”), (ii) to the extent Mr. Sambrooks’ employment terminates after the end of the applicable fiscal year but before the payment of Mr. Sambrooks’ Annual Bonus for such fiscal year, the full payment of Mr. Sambrooks’ Annual Bonus for such fiscal year that would have otherwise been payable, and (iii) any accrued or vested amount arising from Mr. Sambrooks’ participation in, or benefits under, any incentive plans (the “Accrued Incentives”),

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If Mr. Sambrooks’ employment is terminated by the Company without Cause (as defined below) or by Mr. Sambrooks for Good Reason (as defined below) during the term of the Sambrooks Employment Agreement, Mr. Sambrooks will be entitled to a lump-sum cash payment, which will consist of the following items: (i) the portion of the executive’s base salary accrued through the termination to the extent not previously paid, any expense reimbursement accrued and unpaid, any employee benefits pursuant to the terms of the applicable employee benefit plan, and any accrued but unused vacation (the “Accrued Obligations”), payable within thirty (30) days after the date of termination,  (ii) any accrued or vested amount arising from the Chapter 11 Cases,executive’s participation in, or benefits under, any incentive plans (the “Accrued Incentives”), and (iii) a cash payment equal the Compensation Committee approved newsum of two times his base salary plus the target bonus. Additionally, Mr. Sambrooks will be entitled to continued monthly payment for eighteen (18) months of an amount equal to the cost of medical, dental and vision coverage for him and his family, to vest in the next tranche of time-vested equity incentive awards that would otherwise vest if not for his termination and to vest in a pro rata portion of any performance-based equity incentive awards outstanding on the date of termination.

If Mr. Sambrooks’ employment agreementsis terminated by the Company without Cause (as defined below) or by Mr. Sambrooks for Good Reason (as defined below) and within 12 months of change of control, during the term of the Sambrooks Employment Agreement, Mr. Sambrooks will be entitled to a lump-sum cash payment, which will consist of the following items: (i) the portion of the executive’s base salary accrued through the termination to the extent not previously paid, any expense reimbursement accrued and unpaid, any employee benefits pursuant to the terms of the applicable employee benefit plan, and any accrued but unused vacation (the “Accrued Obligations”), payable within thirty (30) days after the date of termination, (ii) any accrued or vested amount arising from the executive’s participation in, or benefits under, any incentive plans (the “Accrued Incentives”), (iii) a cash payment equal the sum of two times his base salary plus the target bonus and (iv) a cash payment equal to a pro rata portion of Mr. Sambrooks Target Bonus for the year of termination, which will be prorated based on the number of days between the beginning of the applicable performance period through the date of termination. Mr. Sambrooks will also be entitled to continued monthly payment for eighteen (18) months of an amount equal to the cost of medical, dental and vision coverage for him and his family.  Additionally, all of Mr. Sambrooks’ unvested awards granted to Mr. Sambrooks under the 2016 Long Term Incentive Plan, will vest.

For purposes of the Sambrooks Employment Agreement, “Cause,” in all material respects, means: (i) a breach by Mr. Sambrooks of his obligations under the Sambrooks Employment Agreement, which constitutes nonperformance by him of his obligations and duties thereunder, as determined by us, that is not cured within 15 days of Mr. Sambrooks’ receipt of written notice thereof from us, (ii) commission by Mr. Sambrooks of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against us, (iii) a material breach by Mr. Sambrooks of any restrictive covenants contained within the Sambrooks Employment Agreement that is not cured within 15 days of Mr. Sambrooks’ receipt of written notice thereof, (iv) Mr. Sambrooks’ conviction, plea of no content or nolo contendere, deferred adjudication or unadjudicated probation for any felony or any crime involving fraud, dishonesty, or moral turpitude or causing material harm, financial or otherwise, to us, (v) the willful refusal or intentional failure of Mr. Sambrooks to carry out, or comply with, in any material respect, any lawful and material written directive of us, (vi) Mr. Sambrooks’ unlawful use (including being under the influence) or possession of illegal drugs, or (vii) Mr. Sambrooks willful and material violation of any federal, state, or local law or regulation applicable to us or its business which adversely affects us that is not cured after written notice from us.

For purposes of the Sambrooks Employment Agreement, “Good Reason” means any of the following, but only if occurring without Mr. Sambrooks’ consent: (i) a diminution in Mr. Sambrooks’ base salary or target bonus opportunity not otherwise consented to by Mr. Sambrooks, (ii) a material diminution in Mr. Sambrooks’ titles, positions, authority, duties, or responsibilities, (iii) the relocation of Mr. Sambrooks’ principal office to an area more than 50 miles from its location immediately prior to such relocation, or (iv) our Named Executive Officers as set forth below.failure to comply with any material provision of the Sambrooks Employment Agreement or equity agreement(s).

Employment Agreement with Mr. Brace

Effective upon our emergence from the Chapter 11 Cases, we entered into a new employment agreement with Mr. Brace (the “Brace Employment Agreement”). The initial term of the Brace Employment Agreement iswas one year with automatic extensions for additional one-year periods unless either party providesprovided at least sixty (60) days advance written notice of the intent to terminate the Brace Employment Agreement. Under the Brace Employment Agreement, Mr. Brace receivesreceived an annual base salary of $700,000, which may becould have been increased,

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but not decreased, at any time at the

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not provide any obligation for us to pay a “gross-up” or make the executive whole for any excise or regular income taxes, including the excise taxes that may be due under Section 4999 of the Code.

Employment Agreements with otherOther Named Executive Officers

Effective upon our emergence from the Chapter 11 Cases, we entered into new employment agreements with our Named Executive Officers other than Mr. BraceScott C. Weatherholt, Amelia K. Harding, Nelson Haight and Mitchell G. Elkins (the “Employment Agreements”). The initial term of the Employment Agreements is three years with automatic extensions for additional one-year periods unless either party provides at least sixty (60) days advance written notice of the intent to terminate the Employment Agreement. Under the Employment Agreements, Mr. Weatherholt receives an annual base salary of $350,000, Ms. Harding receives an annual base salary of $235,000, Mr. Haight receives a minimumreceived an annual base salary of $375,000 and Mr. Elkins receives a minimumreceived an annual base salary of $400,000, respectively, which, in each case, may be increased, but not decreased, at any time at the discretion of the Board of Directors. Each Named Executive Officerof the foregoing officers who remains employed with the Company is also eligible to receive an annual cash bonus and to participate in all other bonus, incentive, retirement and similar plans applicable generally to other

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not cured within 15 days of the executive’s receipt of written notice thereof, (iv) the executive’s conviction, plea of no content or nolo contendere, deferred adjudication or unadjudicated probation for any felony or any crime involving fraud, dishonesty, or moral turpitude or causing material harm, financial or otherwise, to us, (v) the willful refusal or intentional failure of the executive to carry out, or comply with, in any material respect, any lawful and material written directive of us, (vi) the executive’s unlawful use (including being under the influence) or possession of illegal drugs, or (vii) the executive’s willful and material violation of any federal, state, or local law or regulation applicable to us or our business which adversely affects us that is not cured after written notice from us.

For purposes of the Employment Agreement,Agreements, “Good Reason” means any of the following, but only if occurring without the executive’s consent: (i) a material diminution in the executive’s base salary or target bonus opportunity, (ii) a material diminution in the executive’s titles, positions, authority, duties, or responsibilities, (iii) the relocation of the executive’s principal office to an area more than 50 miles from its location immediately prior to such relocation, or (iv) our failure to comply with any material provision of the Employment Agreement or agreement pursuant to which the executive received a grant of equity-based awards in connection with our emergence from the Chapter 11 Cases.

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monthly COBRA premium for he and his spouse for twelve months and all unvested awards granted to Mr. Elkins under the 2016 Long Term Incentive Plan fully vested.  The Elkins Separation Agreement also contains confidentiality and non-disparagement provisions and a waiver and release.

Accounting and Tax Considerations

Under Section 162(m) of the Internal Revenue Code a limitation is placed on tax deductions of any publicly-held corporation for individual compensationCompensation to “covered employees” (within the meaning of Section 162(m) of the Internal Revenue Code) of such corporation exceeding $1,000,000 in any taxable year, unless the compensationCompensation meets certain requirements for qualified “performance-based compensation.Compensation.”

All equity awards to our employees, including our Named Executive Officers, and to our directors will be granted and reflected in our consolidated financial statements, based upon the applicable accounting guidance, at fair market value on the grant date in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), Topic 718, “Compensation—Stock Compensation.”

Impact of Section 162(m) on Compensation

Prior to the Tax Cuts and Jobs Act (“Tax Reform”) that was signed into law December 22, 2017, Section 162(m) of the Code generally limited to $1 million the U.S. federal income tax deductibility of compensation paid in one year to a company’s Chief Executive Officer or any of its three next-highest-paid executive officers (other than its Chief Financial Officer).  Compensation that qualified as “performance-based” under Section 162(m) of the Internal Revenue Code was exempt from this $1 million limitation.  As part of Tax Reform, the ability to rely on this “qualified performance-based compensation” exception was eliminated, and the limitation on deductibility was generally expanded to include all named executive officers.  Although we maintain compensation arrangements that were intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code prior to Tax Reform, subject to certain transition relief rules, we may no longer take a deduction for any compensation paid to our covered employees in excess of $1 million.  Furthermore, although the Compensation Committee may have taken action intended to limit the impact of Section 162(m) of the Internal Revenue Code, it also believes that the tax deduction is only one of several relevant considerations in setting compensation. The Committee believes that stockholder interests are best served by not restricting the Committee’s discretion and flexibility in structuring compensation programs, even though such programs may result in non-deductible compensation expenses. Accordingly, achieving the desired flexibility in the design and delivery of compensation may have resulted (and may continue to result, in light of the recent changes in law) in compensation that in certain cases is not deductible for federal income tax purposes.

Compensation Practices as They Relate to Risk Management

We believe our Compensation programs do not encourage excessive and unnecessary risk taking by executive officers (or other employees). Our annual performance-based cash incentive program is based upon several different performance metrics that are both quantitative and qualitative, thus emphasizing well rounded company performance and growth rather than encouraging our executives to focus on achieving a single performance goal and the exclusion of others. Further, because our Compensation Committee retains the ability to apply discretion when determining the actual amount to be paid to executives pursuant to our annual performance-based cash incentive program, our Compensation Committee is able to assess the actual behavior of our executives as it relates to risk taking in awarding bonus amounts. Further, our use of long-term equity-based compensation serves our compensation program’s goal of aligning the interests of executives and stockholders over the long-term, thereby reducing the incentives to take unnecessary short-term risk.

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COMPENSATION COMMITTEE REPORT

The information contained in this Compensation Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that the Company specifically incorporates such information.

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

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Executive Compensation

Summary Compensation Table

The following table sets forth information regarding the compensationCompensation awarded to, earned by, or paid to our Named Executive Officers during the fiscal years ended December 31, 2015,2017, 2016 and 2016.2015.

(1)                                 This column reflects the base salary earned by each Named Executive Officer during the 2017, 2016 and 2015 fiscal years.

(2)                                 This amount represents the payment of the cash retention awardawards for Messrs. Elkins and Haight.  The payment of the cash retention award was designed to pay out on June 1, 2015, January 1, 2016 and June 1, 2016 for Mr. Elkins. For 2015, Mr.Messrs. Elkins received $50,000 for each cash loyalty award, and $108,333 for the two retention award payments. For 2015, Mr. Haight received two separate cash loyalty awards of $50,000 for each cash loyalty award paid to Mr. Elkins and $30,000 for each cash loyalty award.award paid to Mr. Haight, on January 2, 2015 and July 1, 2015.   In February 2015, the Compensation Committee approved a cash retention award to Mr. Elkins. The cash retention award granted to Mr. Elkins was in the amount of $325,000.  The award was paid out in three equal installments on each of June 1, 2015, January 1, 2016, and May 2016, and required that Mr. Elkins remain continuously employed through each such date.  Additionally, onin December 18, 2014, the Compensation Committee approved a cash retention award to Mr. Haight.  The cash retention award granted to Mr. Haight was in the amount of

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restricted stock units and stock options. Also, for 2016, included in the table above are amounts for 100 shares of unrestricted share of common stock awarded to each Named Executive Officer and the payment for the related taxes. For 2015, amounts reflected in the table above are for awards of restricted stock. On the Effective Date, all equity interests of the Company issued and outstanding immediately prior, including outstanding restricted stock and restricted stock units shown in this column for 2015, were deemed cancelled, discharged and of no force or effect.  All awards are reported based upon the grant date fair value computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures.

(4)                                 The amounts reported in this column reflect the aggregate amount paid in total to each Named Executive Officer with respect to performance in 2015, 2016 and 20162017 under our then applicable annual short termshort-term incentive bonus programs.

(5)                                 These amounts represent a companyCompany match of 401(k) contributions made in 2015, 2016 and 20162017 including a year-end 401(k) true-up amount of $21,200 for Mr. Brace for 2015, paid in the fourth quarter of 2016, and $5,200 for Mr. Brace, and $16,106 for Mr. Haight, $14,000 for Mr. Weatherholt, $2,250 for Ms. Harding for 2016, paid in the first quarter of 2017, and $400 for Mr. Brace, $400 for Mr. Haight and $400 for Mr. Elkins for 2017, paid in March 2018. These amounts also represent a grossed-up payment of taxes in the amount of $1,214 for the 100 shares of unrestricted common stock awarded to for Messrs. Brace, McCullough, Haight, Weatherholt, Elkins and Ms. Harding in 2016. This amount also represents a payment of $331,266 in severance and $94,231 of accrued and unused vacation for Mr. Brace upon his termination on November 1, 2017 in accordance with the terms of his Employment Agreement.   This amount also represents a payment of $43,268 of accrued and unused vacation for Mr. Haight upon his termination of June 15, 2017.

(6)                                 Mr. Elkins retention bonus in the amount of $216,667 was mis-recorded in last year’s Summary Compensation Table as $21,667, which resulted in his total direct compensation being recorded as $3,963,795.  We have made the correction and recorded it properly in this year’s Summary Compensation Table as $216,667 as well as his total direct compensation for 2016 being $4,158,795 as reflected in the table above.

Grants of Plan-Based Awards for 2017

The table sets forth the threshold, target, and maximum awards for each of our Named Executive Officers under our annual cash bonus program as well as the number of shares of restricted stock awarded during 2017 to the Company’s Named Executive Officers under the LTIP.

N/A – Not Applicable

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information concerning outstanding equity awards held by each of our Named Executive Officers as of December 31, 2016.2017.

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(1)                                 Amounts reported in this column represent time-vested stock options granted on October 21, 2016. Unless provided for otherwise under the terms of each Named Executive Officer’s respectiveany applicable employment agreement with the Company, the awards vestvested as to 1/6 of the award on the April 21, 2017, an additional 1/6 of the award will vestvested on October 21, 2017, an additional 1/3 of the award will vest on October 21, 2018, and the final 1/3 of the award will vest on October 21, 2019.

(2)                                 For Mr. Sambrooks’ awards were granted on November 1, 2017 and the amount represents 67,889 time-based RSUs which vest ratably over three years and 135,778 performance-based RSUs which cliff vest at the end of the three years, subject to performance achievement based on absolute and relative Total Stockholder Return. Amounts reported in this column for all other Named Executive Officers other than Mr. Sambrooks represent time-vested restricted stock unitstime-based RSUs granted on October 21, 2016. Unless provided for otherwise under the terms of each Named Executive Officer’s respectiveany applicable employment agreement with the Company, the awards vesttime-based RSUs vested as to 1/6 of the award on the April 21, 2017, an additional 1/6 of the award will vestvested on October 21, 2017, an additional 1/3 of the award will vest on October 21, 2018, and the final 1/3 of the award will vest on October 21, 2019.

  For Mr. Elkins, the amount represents 67,705 time-based RSUs that immediately vested upon his termination from the Company.

(3)                                 For purposes of determining the amount shown for Mr. Sambrooks, the value of Mr. Sambrooks’ unvested performance-based RSUs was calculated based upon the number of performance-based RSUs awarded to him at threshold performance (50%), multiplied by closing share price of the common stock of the Company on December 29, 2017 of $16.58 per share.  The amount attributable to Mr. Sambrooks’ unvested time-based RSUs was calculated by multiplying the number of time-based RSUs by the closing share price of the common stock of the Company on December 29, 2017 of $16.58 per share.  The amounts reflected in this column for the Named Executive Officers other than Mr. Sambrooks represent the market value of restricted stock unit awards granted to the Named Executive Officers, computedcalculated based on the closing share price of the common stock of the Company on December 30, 201629, 2017 of $20.74$16.58 per share.

Director CompensationOption Exercises and Stock Vested

For 2016, priorThe table below sets forth, for each Named Executive Officer, information about exercises of stock options and lapses of restrictions on restricted stock awards during the year ended December 31, 2017.

(1)         Represents the total number of shares acquired on vesting before the sale of vested shares traded for taxes in connection with the vesting of the underlying equity award.

(2)         The value realized with respect to vesting of restricted stock awards is based on the closing price per share of the Company’s Common Stock on the date of vesting of the awards.

Terminations of Employment

Terminations of Employment During 2017

Mr. Haight’s employment with us terminated effective June 15, 2017. We entered into a separation agreement with Mr. Haight, described in more detail above in the section entitled “Severance Arrangements.”  The table below reflects the full value of all amounts paid to Mr. Haight in connection with his termination of employment.

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Mr. Brace resigned from his position as the Company’s President and Chief Executive Officer effective November 1, 2017.  The terms of Mr. Brace’s resignation and the payments associated therewith are described in more detail above in the section entitled “Severance Arrangements.” The table below reflects the full value of all amounts paid to Mr. Brace in connection with his termination of employment under the terms of the Brace Employment Agreement.

(1)                           Mr. Brace had until April 27, 2018 (which is 180 days from his termination date) to exercise his vested stock options.

(2)                           The value reported above for the acceleration of unvested restricted stock is calculated based on closing market price of our emergencecommon shares on the date of the executive’s termination of employment.

Terminations of Employment During 2018

Mr. Elkins’ employment with us ended on January 23, 2018. We entered into a separation agreement with Mr. Elkins, described in more detail above in the section entitled “Severance Arrangements.” The table below reflects the full value of all amounts paid to Mr. Elkins in connection with his termination of employment.

(1)                           Mr. Elkins has until August 1, 2018 (which is 180 days from his termination date) to exercise his vested stock options.

(2)                           The value reported above for the acceleration of unvested restricted stock is calculated based on closing market price of our common shares on the date of the executive’s termination of employment.

Estimated Payments Due Pursuant to Existing Agreements

As discussed in “Compensation Discussion and Analysis—Employment Agreements,” the Company maintains employment agreements with certain Messrs. Sambrooks and Weatherholt, as well as with Ms. Harding that provide for potential severance payments upon a termination of the executive’s employment under various circumstances.

If Mr. Sambrooks’ employment is terminated by the Company without Cause or by Mr. Sambrooks for Good Reason during the term of the Sambrooks Employment Agreement, Mr. Sambrooks will be entitled to a lump-sum cash payment which will consist of the following items: (i) the Accrued Obligations, (ii) the Accrued Incentives, and (iii) a cash payment equal to the sum of two times his base salary plus the target bonus. Additionally, Mr. Sambrooks will be entitled to continued monthly payment for eighteen (18) months of an amount equal to the cost of medical, dental and vision coverage for him and his family, to vest in the next tranche of time-vested equity incentive awards that would otherwise vest if not for his termination and to vest in a pro rata portion of any performance-based equity incentive awards outstanding on the date of termination. The following table displays the value of the severance payments described in the preceding sentence for Mr. Sambrooks, assuming that an eligible termination of employment occurred on December 31, 2017.

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If Mr. Sambrooks’ employment is terminated by the Company without Cause (as defined previously) or by Mr. Sambrooks for Good Reason and within 12 months of change of control, during the term of the Sambrooks Employment Agreement, Mr. Sambrooks will be entitled to a lump-sum cash payment, which will consist of the following items: (i) the portion of the executive’s base salary accrued through the termination to the extent not previously paid, any expense reimbursement accrued and unpaid, any employee benefits pursuant to the terms of the applicable employee benefit plan, and any accrued but unused vacation (the “Accrued Obligations”), payable within thirty (30) days after the date of termination, (ii) any accrued or vested amount arising from the Chapter 11 Cases, our compensation programexecutive’s participation in, or benefits under, any incentive plans (the “Accrued Incentives”), (iii) a cash payment equal the sum of two times his base salary plus the target bonus and (iv) a cash payment equal to a pro rata portion of Mr. Sambrooks Target Bonus for our non-employee directors was as follows:the year of termination, which will be prorated based on the number of days between the beginning of the applicable performance period through the date of termination. Mr. Sambrooks will also be entitled to continued monthly payment for eighteen (18) months of an amount equal to the cost of medical, dental and vision coverage for him and his family, to vest in the next tranche of time-vested equity incentive awards that would otherwise vest if not for his termination and to vest in a pro rata portion of any performance-based equity incentive awards outstanding on the date of termination.  Additionally, all of Mr. Sambrooks’ unvested awards granted to Mr. Sambrooks under the 2016 Long Term Incentive Plan, will vest.  The following table displays the value of the severance payments described in the preceding sentence for Mr. Sambrooks, assuming that an eligible termination of employment occurred on December 31, 2017 and within 12 months of change of control.

If Mr. Weatherholt or Ms. Harding is terminated by the Company without Cause or by the executive for Good Reason during the term of the Employment Agreement, Mr. Weatherholt and Ms. Harding will be entitled to to: (i) the Accrued Obligations, (ii) the Accrued Incentives, (iii) a lump sum cash payment equal to 1.0 times their base salary plus their annual target bonus and (iv) monthly payments equal to the monthly COBRA premium for Executive and his spouse and any eligible dependents for up to 12 months following their termination of employment. Additionally, if the termination of employment is by the Company without Cause or by the executive for Good Reason, all unvested awards granted to the executive under the 2016 Long Term Incentive Plan shall vest.  The following table displays the value of the severance payments described in the preceding sentence for Mr. Weatherholt and Ms. Harding, assuming that an eligible termination of employment occurred on December 31, 2017.

Upon a termination of Mr. Weatherholt or Ms. Harding’s employment by the Company without Cause or by the executive for Good Reason during the term of their respective Employment Agreements and within twelve months following a change in control of us, Mr. Weatherholt and/or Ms. Harding will be entitled to: (i) the Accrued Obligations, (ii) the Accrued Incentives, (iii) a lump-sum cash payment equal to the product of (x) the annual target bonus plus the highest base salary paid to the executive during the three years immediately preceding the change in control, multiplied by (y) 2.0, and (iv) monthly payments equal to the monthly COBRA premium for executive and

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·                                          an annual cash retainer feeany eligible dependents for up to 12 months following the executive’s termination of $150,000 and an additional cash retainer feeemployment. Additionally, if the termination of $30,000employment is by the Company without Cause or by the executive for Good Reason, all unvested awards granted to the Lead Director/Chairmanexecutive under the 2016 Long Term Incentive Plan shall vest. The following table displays the value of the Board;severance payments described in the preceding sentence for Mr. Weatherholt and Ms. Harding, assuming that an eligible termination of employment occurred on December 31, 2017 and within 12 months of change of control.

Rule 10b5-1 Sales Plans

·                                          $1,500Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in cash for each Boardwhich they will contract with a broker to buy or sell shares of Directors’ meeting attended, whetherour Common Stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from them. The director or officer may amend or terminate the plan in personsome circumstances. Our directors and executive officers may also buy or via teleconference;sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material, nonpublic information pursuant to the Company’s insider trading plan.

·Director Compensation                                          $1,500 in cash for each committee meeting attended, whether in person or via teleconference;

·                                          committee chairpersons received the following annual cash retainers: (a) Audit Committee chair—$15,000, (b) Compensation Committee chair—$10,000, (c) Nominating & Governance Committee chair—$10,000; and (d) Special Committee chair—$10,000; and

·                                          committee members received the following annual cash retainers: (a) Audit Committee member—$7,500, (b) Compensation Committee member—$5,000, (c) Nominating & Governance Committee member—$5,000; and (d) Special Committee member—$5,000.

Additional quarterly and/or per meeting payments could also have been made to the extent any directors were asked to serve on any additional special committees. Directors who were also our employees did not receive any additional compensation for their service on our Board of Directors or any of its committees. In 2016, Mr. Brace was the only director of the Company who was also an employee of the Company. Directors who were employees of First Reserve or its affiliates did not receive any additional compensation from us for their service on our Board of Directors and have entered into other compensation arrangements with First Reserve for the services they provided to us on behalf of First Reserve. During 2016, John Mogford and George DeMontrond were each employed with (or provided consulting services to) First Reserve and, as such, received no compensation from us for their service on our Board of Directors or any of its committees upon which they served.

In conjunction with our emergence from Chapter 11 cases, our Compensation Committee (in consultation with LB&Co)&Co.) reviewed the compensation of our non-employee directors and determined that it was appropriate to revise their compensation to provide the following compensation package:

·                  Chairman of the Board annual cash retainer: $112,500; and annual equity retainer in RSUs equivalent to $210,000;

·                  Regular Director annual cash retainer: $75,000, and annual equity retainer in RSUs equivalent to $140,000;

·                  The equity retainers for all non-employee directors will vest on the first to occur of (i) December 31, 2017, (ii) the non-employee director’s termination of directorship (other than for “Cause”), (iii) the non-employee director’s death, or (iv) the non-employee director’s disability, which our Compensation Committee believes will align our non-employee directors’ interests with those of our shareholdersstockholders on an annual basis;

·                  Audit Committee Chair additional retainer: $25,000, and Audit Committee member additional service retainer: $12,500;

·                  Compensation Committee Chair additional retainer: $15,000, and Compensation Committee member additional service retainer: $7,500;

·                  Nominating Chair additional retainer: $10,000, and Nominating member additional service retainer: $5,000.$5,000;

Additionally, in November 2016, all non-employee directors received a one-time grant of RSUs with a grant-date value equal to $250,000, and vesting on the first business day following the date on which the Adjusted Share Price of our common stock is equal to or greater than $30 (the “Director LTIP” award). Our Compensation Committee believes that an additional grant of equity-based awards iswas necessary to immediately align our non-employee directors’ interests with

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materially increases from its price on the date the Director LTIP was granted. The Director LTIP award is subject to accelerated vesting in the event we undergo a Change in Control (as defined in our 2016 Long Term Incentive Plan) is effectuated and any unvested Director LTIP is subject to forfeiture on the first to occur of (i) the fifth anniversary of the grant date or (ii) a recipient’s termination of directorship for any reason.reason (except for a termination as part of a change in control).

For purposes of the Director LTIP award, “Adjusted Share Price” means the sum of (a) the average of the closing prices of our common stock during the 60 consecutive trading days ending on the specified measurement date (or if such measurement date does not fall on a trading day, the immediately preceding trading day); and (y)(b) the aggregate value of any dividends paid on shares of common stock over the period beginning on the grant date and ending on the measurement date.

Non-employee directors of the Company are permitted to defer receipt of shares of common stock issued in respect of equity-based awards until a future date chosen in the director’s discretion.  If a non-employee director elects to make a deferral under the director deferral plan, the deferral election must be for a minimum of three years and may provide for a maximum deferral of five years. In addition, subject to the non-employee director’s election, any deferred shares may be settled upon any of the non-employee director’s separation from service, death, disability, or upon a change of control of the Company.

On January 30, 2017, the Board of Directors established a CEO Search Committee to assist the Board in a search for the Company’s next Chief Executive Officer.  The Compensation Committee convened on February 8, 2017, and with input from its independent compensation consultant, established the compensation to be paid to the members of the CEO Search Committee.  Due to its potential limited duration, the CEO Search Committee had quarterly cash retainers of $35,000 for the Committee Chairman and $25,000 for the Committee members.  Because Mr. Brace served in an ex-officio capacity, he did not receive any of the retainers for his service on the Committee.

Each director is reimbursed for travel and miscellaneous expenses (i) to attend meetings and activities of our Board of Directors or its committees; and (ii) related to such director’s participation in our general education and orientation program for directors.

In November 2016, following our emergence from the Chapter 11 Cases, each non-employee director was granted (i) a proportionate amount of RSUs attributable to the fourth quarter of 2016, (ii) a grant of RSUs pursuant to the Director LTIP described above, and (iii) a grant of RSUs attributable to the applicable non-employee director’s service on our Board of Directors in 2017.

The following table provides information concerning the compensation of our non-employee directors for the fiscal year ended December 31, 2016.2017.