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 20182019 (“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.  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.

In 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. On April 30, 2016, we filed voluntary petitions (the “Chapter 11 Cases”) for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).  On October 21, 2016 (the “Effective Date”), following the Bankruptcy Court’s approval of a plan of reorganization, we emerged from bankruptcy.

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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. BracePatrice D. Douglas served as our President and Chief Executive Officer from October 21, 2016 to November 1, 2017 and has served as is 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.

Patrice D. Douglas has served as a member of our Board of Directorssuch capacity since October 21, 2016. Mrs. Douglas is an attorney with the law firm of Spencer Fane LLP, where she is Of Counsel.  Mrs. Douglas currently servespreviously served as a member of the board of directors of Bank SNB. She previously wasSNB as well as a Commissioner at the Oklahoma Corporation Commission, where she served as the Vice-Chairman from February 2014 to January 2015 and as Chairman from August 2012 to February 2014. Her prior professional experience includes service as an Executive Vice President of First Fidelity Bank from April 2008 to October 2011, and as President, Greater OKC Metro Market, of SpiritBank from 2004 to 2008.  Mrs. Douglas was elected Mayor of the City of Edmond, Oklahoma in April 2009 and served for two consecutive terms.  Ms.Mrs. Douglas earned a B.S. degree in computer information systems from Oklahoma Christian University, and a J.D. from the University of Oklahoma College of Law. We believe Mrs. Douglas’ extensive financial expertise and experience in representing both public and private companies, as well as her roles in public service, allow her to bring important experience, skill and insight to our Board of Directors.

Neal P. Goldman has served as is a member of our Board of Directors and has served in such capacity since October 21, 2016 and is currently the Managing Member of SAGE Capital Investments, LLC, a consulting firm specializing in independent board of director services, turnaround consulting, strategic planning, and special situation investments.  Mr. Goldman was a Managing Director at Och Ziff Capital Management, L.P. from 2014 to 2016 and a Founding Partner of Brigade Capital Management, LLC from July 2007 to 2012, which he helped build to over $12 billion in assets under management.  Prior to this, Mr. Goldman was a Portfolio Manager at Mackay Shields, LLC and also held various positions at Salomon Brothers Inc., both as a mergers and acquisitions banker and as an investor in the high yield trading group.  Throughout his career, Mr. Goldman has held numerous board representations including roles as an independent member of the boards of directors of Lightsquared, Inc., Pimco Income Strategy Fund I & II, and Catalyst Paper Corporation as well as a member of the boards of directors of Jacuzzi Brands and NII Holdings, Inc.  Mr. Goldman currently serves as Chairman of the Board of StoneTalos Energy Corporation,Inc. and PetroQuest Energy, Inc., and is a member of the board of directors of Ultra Petroleum Corporation and Ditech Holding Corporation.  Mr. Goldman received a B.A. from the University of Michigan and a M.B.A. from the University of Illinois.  We believe Mr. Goldman’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.

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Michael S. ReddinRandal T. Klein has served as is a member of our Board of Directors and has served in such capacity since October 21, 2016.November 2018. Mr. Reddin has extensive experience as an executiveKlein joined affiliates of Avenue Capital Management II, L.P. in 2004 and is currently a Senior Portfolio Manager at Avenue responsible for assisting the oilChief Investment Officer with the direction of the investment activities of the Firm’s funds globally. With respect to the Avenue U.S. Strategy, Mr. Klein provides the investment professionals of the Avenue U.S. Strategy with additional expertise, oversight and gas industry, having served as the Presidentinvestment direction on restructurings 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.transactions.  Prior to joining BP,Avenue, Mr. Reddin held technical, commercialKlein was a Senior Vice President at Lehman Brothers, where his responsibilities included restructuring advisory work, financial sponsors coverage, mergers and management roles of increasing responsibilityacquisitions and corporate finance.  Prior to Lehman, Mr. Klein worked in sales, marketing and engineering as an aerospace engineer for ARCO Oil and Gas Company and Vastar Resources, Inc.The Boeing Company.  Mr. ReddinKlein currently serves, as an independent directoror has served, on the boards of Ridge Runner Resources, LLC, Southcross Holdings GP, LLCGravity Oilfield Services, Selcom Group, MagnaChip Semiconductor, Chassix Automotive, NextWave Holdco and Energy XXI Gulf Coast, Inc.  HeAmerican Media.  Mr. Klein is a National Association of Corporate Directors (NACD) Board Leadership Fellow.  Mr. Klein holds a B.S. in Aerospace Engineering, conferred with Highest Distinction from the former ChairmanUniversity of Virginia, and a M.B.A. in Finance, conferred as a Palmer Scholar, from the Wharton School of the University of Pennsylvania.  We believe Mr. Klein’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 Energy XXI Gulf Coast, Inc., where he alsoDirectors.

Evan S. Lederman is a member of our Board of Directors and has served as interim Chief Executive Officer while a permanent CEO was being recruited in early 2017.such capacity since November 2018. Mr. Reddin previously servedLederman serves as a directorManaging Director, Co-Head of Restructuring and a Partner on the Investment Team at Fir Tree Partners.  Mr. Lederman focuses on the funds’ distressed credit and special situation investment strategies, including co-managing its energy restructuring initiatives.  Prior to joining Fir Tree Partners in 2011, Mr. Lederman worked in the Business Finance and Restructuring groups at Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP.  In addition to the Company, Mr. Lederman, in his capacity as a Fir Tree Partners employee, is currently

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directors of the Oklahoma Independent Petroleum Association and is a member of the board of directors of the State Chamber of Oklahoma.Association.

Amelia K. Harding joined the Company in September 2015 and currently serves as is our Vice President -— Human Resources & Administration.Administration and has served in such capacity since September 2015.  Prior to joining Midstates,the Company, Ms. Harding worked as the General Manager, Human Resources for Samson Resources from March 2012 through September 2015 where she oversaw all human resources and organizational development activities for the 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 led the human resources teams for Southwest United Industries Inc., and KOPCO Inc., from 1998-2009.  She received her Bachelor of Business Administration degree in Management from Fort Hays State University, and her Master of Human Resources and Organization Development from the University of Oklahoma.  Ms. Harding is a certified Senior Professional in Human Resources, certified facilitator for both CCLCCF 360 Assessment and DiSC and a member of SHRM.

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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, taking into consideration third partythird-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-basedshare-

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

Compensation Discussion and AnalysisOverview

ThisWe are currently considered a smaller reporting company for purposes of the SEC’s executive compensation disclosure rules.  In accordance with such rules, we are required to provide a Summary Compensation DiscussionTable and Analysis, or “CD&A,” provides information aboutan Outstanding Equity Awards at Fiscal Year-End Table, as well as limited narrative disclosures.  Further, our compensation objectives and policies for (i) any individual who servedreporting obligations extend only to the individuals serving as our Chief Executive Officer orchief executive officer and our Chief Financial Officer during 2017, (ii) our three othertwo next most highly compensated executive 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.officers.  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 CD&Asummary 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, 2017.2018.  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

EXECUTIVE SUMMARY

2017 Performance Highlights

Our executive management team performed well in 2017 and laid the groundwork for creating stockholder value moving forward. The following are key highlights of our achievements during fiscal year 2017:

· Maintained strong, delevered balance sheet throughout 2017.

· Uplisted the Company’s common stock to the NYSE Big Board on May 4, 2017.

· Achieved average daily production of 22,148 barrels of oil equivalent per day (“Boepd”) in 2017, firmly within guidance and on budget.

· Generated Adjusted EBITDA, before acquisition and transaction costs, of $128.2 million in 2017.

· Rationalized portfolio through divestment of non-core Lincoln County, Oklahoma producing properties and 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.

Summary Of 2017 Executive Compensation

The following lists key compensation highlights and decisions for our Chief Executive Officer and our Named Executive Officers in 2017:

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the award on April 21, 2017, an additional 1/6 of the award vested 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.  The stock options have an exercise price equal to $19.66 per share, which was the fair market value of a share of the Company’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 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 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 elementsbrief overview of our executive compensation program consist of:in order to aid our stockholders’ understanding of how our business and performance affects executive compensation decisions.

·                                          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 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

Our Compensation Committee, which, consistent with NYSE listing standards, is composed entirely of independent, non-employee Board members, has overall responsibility for: reviewing, evaluating and approving any agreements, plans, policies and programs related to the compensation of our Chief Executive Officer, Named Executive Officers and independent, non-employee directors; setting the compensation for our Chief Executive Officer and, in consultation with the Chief Executive Officer, setting the compensation for our other executive officers, including the Named Executive Officers; reviewing and approving the corporate goals and objectives as they relate to the compensation of our Chief Executive Officer and Named Executive Officers; evaluating the performance of our Chief Executive Officer; and reviewing the results of our advisory say-on-pay vote results and making any adjustments to the Company’s compensation policies and practices in accordance with the vote results.  The Compensation Committee also 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 other 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.

Role of the Independent Compensation Consultant

During 2017,2018, the Compensation Committee engaged the services of Lyons, Benenson & Company Inc. (“LB&Co.”) forto advise on all aspects of our executive and director compensation consulting services. programs and the related corporate governance matters.  LB&Co. provides no other services to Midstates.  In 2018, LB&Co. provided the following specific services:

·                                          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 Philosophy, 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.

·                                          Analyzing the appropriateness of the compensation peer group.

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

·                                          Analyzing the effectiveness of our executive compensation program and plans 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.

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

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

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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 Philosophy, Objectives and Principles

OurIt is our goal, and the goal of our Compensation Committee, to maintain an executive compensation program that is competitive, rooted in the principles inherent in pay-for-performance and in conformance with best practices in executive compensation and corporate governance.

In support of this philosophy, our primary compensation objectives are to attract, motivate and retain key leaders, reward currentsuperior 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 executiveTo this end, our compensation program is generally based on the same objectives as the overall compensation program provided to all our employees. The Compensation Committee has establishedbeen designed with the following principles which are meant to affect these compensationin mind:

·                                          Compensation should be performance-based;

·                                          Compensation should reinforce our business objectives and guide the designvalues; and administration of specific plans, agreements

·                                          Incentive compensation should balance short- and arrangements for our executives, including the Named Executive Officers.long-term performance goals and decision-making.

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 the 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 on our core competencies and business objectives, 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.

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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 thethird-party 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 KPIsKey Performance Indicators (“KPIs”) and goals for the fiscal year; and (ii) a STIP target opportunity for each Named Executive Officer.

Setting the STIP Target Opportunity.

Each year, the Compensation Committee establishes ana 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, andwith input from the Chief Executive Officer, evaluateevaluates and approve ofapproves the Company’s STIPSTIPs and KPIs for each fiscal year. The Compensation Committee sets each Named Executive Officer’s STIP KPIsyear, 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 20172018 were as follows:

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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 20172018 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 forto which the annual short-term incentive bonus is earned.they pertain.  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.  Regardless of individual performance, however, in no event may the Committee increase a Named Executive Officer’s bonus above his or her specified maximum STIP opportunity.

In February 2018,2019, the Compensation Committee reviewed 20172018 actual performance against each of the KPIs. The Company achieved (i) between threshold and target performance under the Production VolumeVolumes metric, (ii) below thresholdexceeded maximum performance under the Reserve Replacement CostTotal Program IRR metric, (iii) belowbetween threshold and target performance under the Full Program IRRFree Cash Flow metric, (iv) between threshold and target performance under the targetRelative Total Shareholder Return metric, (v) between threshold and maximumtarget performance under the Lease Operating Expense metric, and (v) at(vi) exceeded maximum performance under the Adjusted G&A Expense (Cash) metric, and (vii) between threshold and target maximum performance under the Strategic Initiatives metric.  With the exception of Mr. McCullough, allAll 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%between threshold and target 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.

For 2019, the Compensation Committee approved the following STIP KPIs, with their respective weightings, thresholds, targets and maximums shown, unadjusted for extraordinary events, as follows:

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.restricted stock units.  Both the stock options and time-based RSUsrestricted stock units vest ratably over a period of three years: one-sixth vested on the six-month anniversary of the grant date,Grant Date, an additional one-sixth vested on the twelve-month anniversary of the grant date,Grant Date, an additional one-third will vestvested on the twenty-four month anniversary of the grant dateGrant Date and the final one-third will vest on the thirty-six month anniversary of the grant date.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.

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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,equivalents, if any.any dividends are paid on the Company’s stock.

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 vestvested 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 November 2017, in connection with his hiring, the Compensation Committee granted a performance-based restricted stock unit award to our Chief Executive Officer.  This award vestsOfficer and in a2018, the Compensation Committee granted  performance-based restricted stock unit awards to certain of our Named Executive Officers.  The Chief Executive Officer’s awards cliff vest 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 2018 performance-based restricted stock unit granted to certain of our Named Executive Officers (but excluding our Chief Executive Officer) cliff vest at the conclusion of a three-year performance period, based on the Company’s relative Total Stockholder Return during the performance period.  Under certain circumstances, our Chief Executive Officer and those Named Executive Officers may vest in a pro rata portion of any performance-based restricted stock unit awards outstanding.

In March 2019, the Compensation Committee granted performance-based restricted stock unit awards to our Named Executive Officers, including our Chief Executive Officer, which vest at the rates indicated in the table below, if and when a 60 consecutive trading-day VWAP is achieved at any time during the two-year performance period.  Straight line interpolation between the values cited below will be used. All vested shares will be delivered following the close of the second performance year, if performance conditions are met.

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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%); TotalShare Equalization 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 MarchDecember 2018, the Compensation CommitteeBoard approved long-term incentive grantsthe adoption of a stock buyback equalization program (the “Equalization Program”) in order to further align the interests of the Company’s employees and directors that hold outstanding equity awards with that of the Company’s stockholders in the event the Company were to effectuate a tender offer or extraordinary share repurchase program. The Equalization Program allows for each of ourthe Company’s employees that hold outstanding equity awards, including the Company’s directors and Named Executive Officers, other than our Chief Executive Officer,to effectively participate in any tender program or extraordinary share repurchase with their unvested restricted stock unit awards, unvested performance-based stock unit awards and any vested but unsettled restricted stock unit awards that were deferred by the Company’s directors under the directors Deferred Compensation Plan, as applicable, with the number of units and/or shares available to participate in the form of time-based and performance-based restricted stock units.  Time-based restricted stock units are subjectEqualization Program being proportionate 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 ownedbought back through the tender offer or held asextraordinary share repurchase program by the Company from its stockholders.

On January 14, 2019, we announced the commencement of a tender offer to repurchase up to 5,000,000 shares of common stock at the offer price of $10.00 per share in the first trading dayquarter of 2019. On February 14, 2019, the calendar year multiplied by the average closingtender offer was completed with 5,000,000 shares of common stock purchased at a purchase price of a share of$10.00 per share. Pursuant to the Company’s commonEqualization Program, our employees, including our directors and executive officers, that held outstanding unvested equity awards and/or vested but unsettled restricted stock forunit awards were allowed to participate in the prior 90 calendar days.tender offer.

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

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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”),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”), andAccrued Incentives, (iii) a cash payment equal the sum of two times his base salary plus the target bonus.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.  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

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but not decreased, at any time at the discretion of the Board of Directors. Mr. Brace was also eligible to receive an annual cash bonus and to participate in all other bonus, incentive, retirement and similar plans applicable generally to other similarly situated employees of ours. Mr. Brace’s annual cash bonus was not to be less than 100% of his annual base salary. Mr. Brace was entitled to five weeks of vacation each year during the term of the Brace Employment Agreement. The Brace Employment Agreement contained a confidentiality obligation on the part of Mr. Brace of indefinite duration but did not contain any non-competition or non-solicitation obligations on the part of Mr. Brace following the termination of his employment with us.

On and effective as of August 22, 2017, we entered into an amendment to the Brace Employment Agreement, where we amended the agreement to (i) extend the term of the agreement until April 21, 2018 (the “Termination Date”), (ii) revise the duties of Mr. Brace to include service in a transitional capacity following the appointment by the Company of a replacement President and Chief Executive Officer, (iii) remove the obligation of the Company to pay an annual bonus to Mr. Brace from and after October 21, 2017 and (iv) limit the Company’s severance obligations to Mr. Brace following October 21, 2017, in the event of a qualifying termination of employment to (a) a cash amount equal to the remaining base salary payable to Mr. Brace through the Termination Date, (b) continuation of welfare benefits through the Termination Date and (c) certain post-termination welfare benefits.  In addition, the amendment provided that on October 21, 2017, the conclusion of the original term of the Brace Employment Agreement, Mr. Brace was entitled to receive a pro-rata portion of his target bonus in respect of 2017 and all of his outstanding equity-based awards vested.

Upon a termination of his employment by the Company with or without Cause or by Mr. Brace with or without Good Reason (as each term is defined below), in each case, during the first year of the agreement, Mr. Brace would have been entitled to: (i) any accrued but unpaid base salary; (ii) payment of any accrued but unpaid expense reimbursements; (iii) payment for any accrued but unused vacation; (iv) any employee benefits pursuant to the terms of the applicable employee benefit plan; (v) his target bonus, payable in a lump sum; (vi) continuation of his base salary until the end of the initial term (terminable earlier upon his commencement of full-time employment with another entity); and (vii) a monthly cash payment equal to the cost of continued medical, dental and vision coverage for him and his spouse and any eligible dependents for the 24-month period following his termination date (terminable earlier upon his commencement of full-time employment with another entity that provides comparable health and welfare benefits). Additionally, if the termination of employment was by the Company without Cause or by Mr. Brace for Good Reason, all unvested awards granted to him under the 2016 Long Term Incentive Plan would vest.

For purposes of the Brace Employment Agreement, “Cause”, in all material respects, meant: (i) a breach by Mr. Brace of his obligations under the Brace Employment Agreement, which would have constituted nonperformance by him of his obligations and duties thereunder, as determined by us, that was not cured within 15 days of Mr. Brace’s receipt of written notice thereof from us, (ii) commission by Mr. Brace of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against us, (iii) a material breach by Mr. Brace of any restrictive covenants contained within the Brace Employment Agreement that was not cured within 15 days of Mr. Brace’s receipt of written notice thereof, (iv) Mr. Brace’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 Mr. Brace to carry out, or comply with, in any material respect, any lawful and material written directive of us, (vi) Mr. Brace’s unlawful use (including being under the influence) or possession of illegal drugs, or (vii) Mr. Brace’s willful and material violation of any federal, state, or local law or regulation applicable to us or our business which would have adversely affected us that was not cured after written notice from us.

For purposes of the Brace Employment Agreement, “Good Reason” meant any of the following, but only if occurring without Mr. Brace’s consent: (i) a material diminution in Mr. Brace’s base salary or target bonus opportunity, (ii) a material diminution in Mr. Brace’s titles, positions, authority, duties, or responsibilities, (iii) the relocation of Mr. Brace’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 Brace Employment Agreement or agreement pursuant to which Mr. Brace received a grant of equity-based awards in connection with our emergence from bankruptcy.

In the event that Section 280G of the Code applies to any compensation payable to Mr. Brace, the Brace Employment Agreement provides for a Section 280G Best Net Cutback. The Brace Employment Agreement does

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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 Other Named Executive Officers

Effective upon our emergence from the Chapter 11 Cases, we entered into new employment agreements with Scott C. Weatherholt Amelia K. Harding, Nelson Haight and Mitchell G. Elkins, (theand on September 17, 2018 we entered into a new employment agreement with Richard W. McCullough (collectively, 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 currently receives an annual base salary of $350,000, Ms. Harding$400,000 (prior to March 1, 2019, he received an annual base salary of $350,000), Mr. McCullough currently receives an annual base salary of $235,000, Mr. Haight received an annual base salary of $375,000$288,400 and Mr. Elkins received an annual base salary of $400,000, which, in eachthe case of Messrs. Weatherholt and McCullough, may be increased, but not decreased, at any time at the discretion of the Board of Directors.  Each of 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 similarly situated employees of us.  The target annual cash bonus of Mr. Weatherholt is 75% of his annual base salary, while Ms. Harding’sMr. Elkins’s was 80% of his annual bonus and Mr. McCullough’s is 60%50% of herhis annual base salary and Mr. Haight and Mr. Elkins were 80% of their respective annual base salaries.salary.  Each executive is entitled to five weeks of vacation each year during the term of the Employment Agreement.  The Employment Agreement contains a confidentiality obligation on the part of the executive of indefinite duration and non-competition and non-solicitation obligations on the part of the executive for a period of one-year following their termination of employment with us for any reason.

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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 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.

Severance payments made under the Employment Agreement are contingent upon the executive’s execution of a valid release of claims.  Further, severance payments may be stopped and any payments already made must be repaid in the event the executive violates the confidentiality, non-competition or non-solicitation provisions of the Employment Agreement.

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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 Compensation 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 Compensation meets certain requirements for qualified “performance-based 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 Compensationcompensation 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,Finally, our use of long-term equity-based compensation serves our compensation program’s goal of

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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, 2017, 20162018, and 2015.2017.

(1)                                 This column reflects the base salary earned by each Named Executive Officer during the 2017, 20162018 and 20152017 fiscal years.

(2)                                 This amount represents the payment of cash retention awards for Messrs. Elkins and Haight.  For 2015, Messrs. Elkins and 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 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, in December 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 $750,000.  The award was paid out in three equal installments on each of January 1, 2015, June 1, 2015, and December 1, 2015, and required that Mr. Haight remain continuously employed through each such date. This amount also represents the hiring bonus payments for Messrs. McCullough, Weatherholt and Ms. Harding.  The hiring bonus paid to Ms. Harding was payable in three equal installments on each of September 30, 2015, March 31, 2016, and October 31, 2016, and required that Ms. Harding remain continuously employed through each such date.

(3)                                 These amounts do not necessarily correspond to the actual value that may be realized by our Named Executive Officers. For Mr. McCullough and Mr. Weatherholt, the amounts shown for 2018 represent the grant date fair value of their annual awards consisting of both time-based and performance-based restricted stock units.  For 2017, this amount represents Mr. Sambrooks’ award of time-based and performance-based RSUsrestricted stock units upon his hire of November 1, 2017.  The amount shown for 2017 represents the grant date fair value of such awards.  The face value of the awards granted to Mr. Sambrooks on November 1, 2017 was $2,000,000 for the performance-based RSUsrestricted stock units and $1,000,000 for the time-based RSUs.  For 2016, amounts reflected in the table above are for awards 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 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.units.  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)(3)                                 The amounts reported in this column reflect the aggregate amount paid in total to each Named Executive Officer with respect to performance in 2015, 20162017 and 20172018 under our then applicable annual short-term incentive bonus programs.

(5)(4)                                 These amounts represent a Company match of 401(k) contributions made in 2015, 20162017 and 20172018 including a year-end 401(k) true-up amount of $21,200 for Mr. Brace for 2015, paid in the fourth quarter of 2016, $5,200 for Mr. Brace, $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 representAdditionally, this includes for Mr. Elkins for 2018, a grossed-up paymentCompany match of taxes401(k) contributions made in 2018 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$20,988, a payment of $331,266 in$746,295 for severance and $94,231a payment of $53,846 for accrued and unused vacation for Mr. Brace upon his termination on November 1, 2017January 23, 2018 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, 2017.2018.

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