This Proxy Statement and the accompanying proxy card are being furnished to shareholders of Penn VirginiaRanger Oil Corporation, which is referred to in this Proxy Statement as the “Company,” “we,” “us” or “our,” in connection with the solicitation by or on behalf of the Board of Directors of the Company, or the “Board,” of proxies to be voted at the 20212022 Annual Meeting of Shareholders, or the “Annual Meeting,” to be held at 11:0010:30 a.m., Central time, on Monday, May 3, 20212, 2022 and at any adjournment, postponement or continuation thereof. The Annual Meeting will be held at the Hyatt Regency Houston Marriott Energy Corridor at 16011 Katy Freeway,West, Houston, Texas. This Proxy Statement and the accompanying proxy card are first being mailed on or about April 6, 2021.March 29, 2022. Our principal executive offices are located at 16285 Park Ten Place, Suite 500, Houston, Texas 77084.

Only holders of record of shares of our common stock, par value $0.01 per share (“Common Stock”), or SeriesClass A PreferredCommon Stock, par value $0.01 per share (“PreferredClass A Common Stock”), or Class B Common Stock, par value $0.01 per share (“Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”), at the close of business on March 25, 202118, 2022 will be entitled to vote at the Annual Meeting. On that date, there were outstanding 15,304,41321,115,294 shares of our Class A Common Stock and 225,481.0922,548,998 outstanding shares of our PreferredClass B Common Stock.

Holders of our Common Stock and Preferred Stock will vote together as a single class at the Annual Meeting. Holders of our Common Stock are entitled to one vote per share of Common Stock on all matters to be presented at the Annual Meeting. Holders of Preferred Stock are entitled to one vote per each 1/100^th of a share of Preferred Stock on all matters submitted to a vote of the holders of Common Stock. Therefore, up to 37,852,52243,664,292 votes may be cast at the Annual Meeting. All shares represented by properly executed and delivered proxies will be voted at the Annual Meeting.

The presence, in person or by proxy, of a majority in voting power of the outstanding shares entitled to voteCommon Stock (including the PreferredClass B Common Stock, as indicated above) at the Annual Meeting constitutes a quorum. If a share is represented for any purpose at the Annual Meeting, it is deemed to be present for quorum purposes for all matters considered at the Annual Meeting. If a quorum is not present at the Annual Meeting, the holders of a majority of the shares entitled to vote who are present or represented by proxy have the power to adjourn the Annual Meeting from time to time without notice, other than an announcement at the Annual Meeting of the time and place of the adjourned meeting, until a quorum is present. In addition, under our Seventh Amended and Restated Bylaws (the “Bylaws”), our Chairman has the power to adjourn the Annual Meeting for any reason from time to time without notice, other than an announcement of the time and place of the adjourned meeting, provided that a new record date is not set. At any such adjourned meeting at which a quorum is present, any business may be transacted that may have been transacted at the Annual Meeting.

Directors will be elected (Proposal No. 1) by the affirmative vote of the majority of the votes cast at the Annual Meeting, which means the number of votes cast “for” such nominee exceeds the number of votes cast “against” such

The advisory vote to approve the compensation of our named executive officers (Proposal No. 2) is only advisory in nature and has no binding effect on us or our Board. The say-on-pay vote will be approved if the votes cast “for” the proposal exceed the votes cast “against” the proposal. On this proposal, you may vote “for,” “against” or “abstain.” An abstention will count for purposes of determining if a quorum is present at the Annual Meeting; however, because an abstention is not counted as a vote cast, it will not affect the outcome of the vote on this proposal.

Ratification of Grant Thornton LLP, or “Grant Thornton” as our independent registered public accounting firm for the fiscal year endedending December 31, 20212022 (Proposal No. 3) requires that the votes cast “for” the proposal exceed the votes cast “against” the proposal. On this proposal, you may vote “for,” “against” or “abstain.” An abstention will count for purposes of determining if a quorum is present at the Annual Meeting; however, because an abstention is not counted as a vote cast, it will not affect the outcome of the vote on this proposal.

Brokers who hold shares in street name for customers are required to vote those shares as the customers instruct. Under applicable rules, brokers are permitted (but not required) to vote on “routine” matters even if they have not received voting instructions from their customers, but they are not permitted to vote on “non-routine” matters absent specific voting instructions from their customers. A “broker non-vote” occurs when a broker holds shares for a customer, which are present at the meeting, but lacks discretionary voting power with respect to a particular proposal because the customer has not given the broker instructions regarding how to vote those shares.

The election of directors (Proposal No. 1), and the advisory vote to approve the compensation of our named executive officers (Proposal No. 2), the approval of the amendment to the Penn Virginia Corporation 2019 Management Incentive Plan (Proposal No. 4), the approval of the Inoperative Provisions Amendment (Proposal No. 6), the approval of the Written Consent Amendment (Proposal No. 7), the approval of the Merger Amendment (Proposal No. 8), and the approval of the Forum Amendment (Proposal No. 9) are considered non-routine matters under applicable rules. Consequently, brokers may not vote uninstructed shares on any of these proposals, and there may be broker non-votes on these proposals. Broker non-votes will have no effect on the outcome of Proposal No. 1 Proposal No. 2 and Proposal No. 4; however, broker non-votes will have the effect of a vote “against” Proposal Nos. 6 through No. 9, as applicable.2. The ratification of Grant Thornton as our independent registered public accounting firm for the fiscal year endedending December 31, 20212022 (Proposal No. 3) and the approval of the Common Stock Amendment (Proposal No. 5) areis considered a routine mattersmatter under applicable rules. Consequently, brokers may (but are not required to) vote uninstructed shares on these proposals,this proposal, and we do not expect any broker non-votes on these proposals.this proposal. Broker shares that are voted on any matter at the Annual Meeting will be included in determining the number of shares present for purposes of determining whether a quorum is present at the Annual Meeting. Broker shares that are not voted on any matter at the Annual Meeting will not be included in determining whether a quorum is present at the Annual Meeting.

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered the shareholder of record with respect to those shares, and these proxy materials are being sent directly to you. As the shareholder of record, you have the right to grant your voting proxy directly to us

A proxy that is properly completed and returned will be voted at the Annual Meeting in accordance with the instructions on the proxy. If you are a registered holder and properly complete and return a proxy, but do not indicate any contrary voting instructions, your shares will be voted “FOR” the election of each of the four nominees for the Board (Proposal No. 1), “FOR” the resolution to approve the compensation of our named executive officers (Proposal No. 2), “FOR” the ratification of Grant Thornton as our independent registered public accounting firm for the fiscal year endedending December 31, 20212022 (Proposal No. 3), “FOR” approval of the amendment to the Penn Virginia Corporation 2019 Management Incentive Plan (Proposal No. 4), “FOR” approval of the Common Stock Amendment (Proposal No. 5), “FOR” approval of the Inoperative Provisions Amendment (Proposal No. 6), “FOR” approval of the Written Consent Amendment (Proposal No. 7), “FOR” approval of the Merger Amendment (Proposal No. 8), “FOR” approval of the Forum Amendment (Proposal No. 9) and in accordance with the discretion of the proxy holders with respect to any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. If we propose to adjourn the Annual Meeting, proxy holders will vote all shares for which they have voting authority in favor of adjournment. The Board knows of no matters other than those stated in the Notice of Annual Meeting of Shareholders and described in this Proxy Statement to be presented for consideration at the Annual Meeting.

A shareholder executing and returning a proxy may revoke it at any time before it is exercised at the Annual Meeting by giving written notice of the revocation to our Corporate Secretary or by executing and delivering to our Corporate Secretary a later dated proxy. Attendance at the Annual Meeting will not be effective to revoke the proxy unless written notice of revocation has also been delivered to our Corporate Secretary before the proxy is exercised. If you hold your shares in a brokerage account or by other nominee and deliver voting instructions to the record holder of those shares, you may only revoke the voting of those shares in accordance with your instructions if such record holder revokes the original proxy as directed above and either resubmits a proxy reflecting your voting instructions or delivers to you a legal proxy giving you the right to vote the shares.

Written notices to us must be addressed to Penn VirginiaRanger Oil Corporation, Attention: Corporate Secretary, 16285 Park Ten Place, Suite 500, Houston, Texas 77084. No revocation by written notice will be effective unless such notice has been received by our Corporate Secretary prior to the day of the Annual Meeting or by the inspector of election at the Annual Meeting.

The expenses of solicitation of proxies, including the cost of preparing and mailing this Proxy Statement and the accompanying materials, will be paid by us. Such expenses may also include the charges and expenses of banks,

Four directors have been nominated by the Board for election at the Annual Meeting, all of whom are current directors of the Company. Detailed information on each nominee is provided below. Each of the nominees, if elected, will serve until the next Annual Meeting of Shareholders and until his or her respective successor is duly elected and qualified or until his or her earlier resignation, removal from office, death or incapacity. Although all nominees have consented to serve if elected, if any nominee should ultimately decline or be unable to serve, the Board will, if practicable, designate a substitute nominee, and the persons named in the accompanying proxy card will vote for each such substitute nominee. Alternatively, the Board may decrease the size of the Board in accordance with theour Fourth Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) or leave a vacancy on the Board. Mr. Burnett joined our Board in October 2021 in connection with the closing of the acquisition of Lonestar Resources US Inc. (“Lonestar”) upon mutual agreement of our Board and Lonestar.

Pursuant to our Amended and Restated Bylaws, (the “Bylaws”), in an uncontested election of directors, such as that being held at the Annual Meeting, directors are elected by a majority of the votes cast by the holders of shares present in person or represented by proxy and entitled to vote on the election of directors at such meeting. For purposes of the Bylaws, in an uncontested election, a “majority of the votes cast” means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. In a contested election, nominees for election as a director are elected by a plurality of the votes cast.

Under our Corporate Governance Guidelines, any director who is not elected by a majority of the votes cast in an uncontested election is expected to tender his or her offer of resignation to the Nominating and Governance Committee.Committee (the “N&G Committee”). The Nominating and GovernanceN&G Committee will consider the resignation offer and a range of possible responses based on the circumstances that led to the majority against vote, if known, and recommend to the Board whether to accept or reject the resignation offer, or whether other actions should be taken. The Board will act on the Nominating and GovernanceN&G Committee’s recommendation within 90 days following certification of the election results. If the Board accepts a director’s resignation offer pursuant to this process, the Board, with the assistance of the Nominating and GovernanceN&G Committee, will thereafter determine whether to fill the vacancy or reduce the size of the Board.

In January 2021, affiliatesAffiliates of Juniper Capital Advisors, L.P. (“Juniper”) contributed $150.0 million in cash and certain oil and gas assets to us in exchange for 22,548,109hold 22,548,998 common units (the “Common Units”) in a partnership subsidiary of the Company and 225,481.0922,548,998 shares of our PreferredClass B Common Stock, which Common Units and PreferredClass B Common Stock are redeemable or exchangeable for 22,548,10922,548,998 shares of our Class A Common Stock of the Company, with one Common Unit and 1/100^th of a share of Preferred Stock redeemable or exchangeable for one share of Common Stock of the Company (the “Juniper Transaction”).Stock. The holders of Preferredthe Class B Common Stock and their permitted transferee(s) (the “Permitted Series AClass B Owners”), in addition to having voting rights together with the Class A Common Stock to elect the directors included above, are entitled to designate five of the nine members of our Board in accordance with theour Articles of Incorporation and that certain Amended and Restated Investor and Registration Rights Agreement dated January 15,October 6, 2021, as amended (the “Investor Rights Agreement”) (the directors from time to time appointed to the Board pursuant to Juniper’s designation rights under the Investor Rights Agreement and Articles, the “Preferred“Investor Directors”). So long as the Permitted Series AClass B Owners continuously hold each below listed threshold amount of the Total Shares (as defined below),shares of Common Stock then outstanding, the Permitted Series AClass B Owners will have the specified director designation rights, and the Board will be composed of directors, as noted below:

For so long as there is a right to designate PreferredInvestor Directors, the size of the Board shall not be decreased in a manner that would limit the above listed designation rights. Subject to compliance with applicable law and stock exchange rules, (i) if Permitted Series AClass B Owners own at least 50% of the Total Shares,shares of Common Stock outstanding, the N&G Committee will include at least one Non-Affiliated Director and (ii) if Permitted Series AClass B Owners own less than 50%, the N&G Committee will include at least one PreferredInvestor Director and one Non-Affiliated Director. Pursuant to the Investor Rights Agreement, Juniper has also agreed to vote in favor of the nominees nominated by the Board and named above.

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC,regulations promulgated thereunder, we are providing our shareholders with the opportunity to vote on a non-binding, advisory resolution to approve the compensation of our named executive officers or our “NEOs,”(“NEOs”), as disclosed in this Proxy Statement. This advisory vote, commonly known as a “say-on-pay” vote, gives our shareholders the opportunity to express their views on our NEOs’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement.

We invite you to review carefully the “Executive Compensation” section of this Proxy Statement beginning on page 3318, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion. As described in detail under the heading “Executive Compensation—Compensation Discussion and Analysis,” our executive compensation program is designed to attract, retain and develop employees with the appropriate experience, motivation and skills to grow an oil and natural gas exploration and production company that operates safely in an environmentally conscious, cost-efficient, and time-efficient manner and that has the ability to react to economic and other developments in a cyclical and volatile industry. We believe that our executive compensation program fulfills these objectives.

At our 2017 Annual Meeting of Shareholders, our shareholders approved a non-binding, advisory proposal to hold annual advisory votes to approve our executive compensation. In consideration of the results of this advisory vote, the Board has adopted a policy providing for annual say-on-pay votes. Unless the Board modifies this policy, our next advisory vote on compensation following this vote will be held at our 20222023 Annual Meeting of Shareholders.

The vote on this proposal is advisory, and it will not be binding on the Board or the Compensation &and Benefits or theCommittee (the “C&B Committee”). Accordingly, neither the Board nor the C&B Committee will be required to take any action as a result of the outcome of the vote on this proposal. However, the Board and the C&B Committee value the opinions of our shareholders, and the C&B Committee will carefully consider the outcome of the vote when making future executive compensation decisions for our NEOs.

The Audit Committee of the Board has appointed Grant Thornton LLP, or “Grant Thornton,” as the independent registered public accounting firm to audit our consolidated financial statements as of and for the fiscal year ending December 31, 20212022 and our internal controls over financial reporting as of December 31, 2021.2022.

The submission of this matter for approval by shareholders is not legally required; however, the Board and Audit Committee believe that such submission is consistent with best practices in corporate governance and is an opportunity for shareholders to provide direct feedback to the Board and Audit Committee on an important issue of corporate governance. If the appointment is not ratified, the Audit Committee will consider whether it should select another independent registered public accounting firm, although the results of the vote are not binding on the Audit Committee.

Our business is managed under the direction of the Board. The Board has adopted Corporate Governance Principles describing its duties. A copy of our Corporate Governance Principles is available at the “Corporate Governance” section of our website, http://www.pennvirginia.com.www.rangeroil.com . The Board meets regularly to review significant developments affecting the Company and to act on matters requiring Board approval. The Board held 5015 meetings in 2020.2021. During 2020,2021, each of our incumbent directors attended at least 75% of the aggregate of all meetings of the Board and committees of the Board on which he or she served during such director’s service. As set forth in our Corporate Governance Principals, directors are expected to attend our annual shareholder meetings. All seven of the directors serving on the Board at the time attended our 20202021 Annual Meeting of Shareholders.

The Nominating and GovernanceN&G Committee of the Board has determined that each of Messrs. Cumming, Geiser, Gray, Holderness,Burnett, Ogunyomi, Schmidt and Wojahn and Ms. Cepak is an “independent director” (and for the respective timeshis time of Board service during 2020, Jerry Schuyler, Brian Steck and V. Frank Pottow were2021, Darin Holderness was an “independent directors”director”) as defined by the Nasdaq listing standards and applicable SEC rules and regulations. We refer to those current directors as “Independent Directors.” The Board has determined that none of the Independent Directors has any direct or indirect material relationship with the Company that would interfere with the exercise of his or her independent judgment in carrying out the responsibilities of a director of the Company. In making this determination, the Board took into account the affiliation of each of the PreferredInvestor Directors with Juniper and determined that this affiliation did not result in any relationship that interferes with the exercise of his independent judgment in carrying out the responsibilities of a director of the Company and therefore did not preclude a finding of independence. In 2020, the Board also took into account the affiliation of Mr. Steck with a shareholder of the Company and determined that this affiliation did not result in any relationship that interfered with the exercise of his independent judgment in carrying out the responsibilities of a director of the Company and therefore did not preclude a finding of independence for the period of time he served on the Board during 2020.

Because Juniper controls a majority of our issued and outstanding voting power, we are a “controlled company” under the Nasdaq listing standards. As a result, we are not required to comply with certain corporate governance requirements, including the requirement to have a majority of the board of directors be independent directors and the requirement to have compensation and nominating committees that are composed entirely of independent directors. We have nevertheless opted to have a majority of our board of directors be independent and to have a compensation and nominating committee comprised of independent directors, as more fully described below.

Our Independent Directors meet in executive sessions without management during regularly scheduled Board meetings and may do so, if appropriate, during Board meetings which are scheduled on an as needed basis. Our Chairman of the Board presides over executive sessions. Shareholders and other interested parties may communicate with us, including the full Board and the Chairman of the Board or any other individual director, by contacting the Board, the Chairman or any other individual director in writing at c/o Corporate Secretary, Penn VirginiaRanger Oil Corporation, 16285 Park Ten Place, Suite 500, Houston, Texas 77084. The Corporate Secretary of the Company reviews all such communications and forwards the communications to the Board, Chairman of the Board or any other individual director, as appropriate. All such communications should identify whether the author is a shareholder and clearly state whether the intended recipients are all members of the Board, the Chairman of the Board or just certain specified individual directors. Our Corporate Secretary will make copies of all such communications and circulate them to the appropriate director or directors. Communications involving substantive accounting or auditing matters will be immediately forwarded to the Chairperson of the Audit Committee. Communications that pertain to non-financial matters will be forwarded promptly to the appropriate committee. Certain items that are unrelated to the duties and responsibilities of the Board will not be forwarded such as: business solicitation or advertisements; product related inquiries; junk mail or mass mailings; resumes or other job relatedjob-related inquiries; spam and overly hostile, threatening, potentially illegal or similarly unsuitable communications.

Under our Corporate Governance Principles, all directors must recuse themselves from any decision affecting their personal, business or professional interests unless otherwise determined by the Board (excluding such director). We have adopted Related Person Transaction Policies and Procedures regarding the review, approval, ratification, or disapproval by our Audit Committee of transactions between us or any of our subsidiaries and any related person (defined in the policy to include our executive officers, directors or director nominees, any stockholder beneficially owning in excess of 5% of our common stock, and any immediate family member of any of the foregoing persons) in which the amount involved since the beginning of our last completed fiscal year will or is expected to exceed $120,000 and in which one or more of such related persons has or will have a direct or indirect interest. In approving or rejecting any such transaction, the Audit Committee will take into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. Any member of the Audit Committee who is a related person with respect to a transaction under review will not be permitted to participate in the discussions or vote on approval, ratification, or disapproval of the transaction. There have not been any transactions with a related person within the scope of Item 404(a) of Regulation S-K since January 1, 2020,2021, other than the transactions described below.

As discussed elsewhere in this Proxy Statement, affiliates of Juniper own approximately 60%52% of the total voting power and economic interest in the Company and its subsidiaries through its ownershipCommon Stock of the Preferred Stock and the Common Units. In connection with the closing of the Juniper Transaction on January 15, 2021, the Company and certain affiliates of Juniper entered into theCompany. The Investor Rights Agreement providingwith Juniper provides for certain rights and obligations with respect to the governance of the Company, including rights to nominate a number of members of the Board based on Juniper’s beneficial ownership of the Company, and certain registration rights with respect to the Common Stock issuable upon redemption of the Common Units. Pursuant to the Investor Rights Agreement, Juniper has also agreed to vote in favor of the nominees nominated by the Board at the Annual Meeting.Stock.

Affiliates of Juniper or their permitted transferee(s) generally have the right to exchange their Common Units and PreferredClass B Common Stock for shares of our Class A Common Stock at an exchange ratio of one share of Common Stock for each Common Unit and 1/100^th share of Preferred Stock exchangedon a one-for-one basis (subject to conversion rate adjustments for stock splits, stock dividends and reclassifications) or cash, (pursuant toat the cash option).Company’s option.

We currently have separate Chairman of the Board and CEO positions. We believe that this Board leadership structure has been and continues to be the best for us and our shareholders. As the oversight responsibility of directors continues to grow, we believe that it is most prudent to have an independent chairman whose primary service to us is Board leadership and a CEO who can focus all of his time on overseeing our management and day-to-day business.

The Board has eight Independent Directors. A number of our Independent Directors are currently serving or have served as directors or members of senior management of other public and private companies. We also have four board committees comprisingcomprised solely of Independent Directors, each with a different Independent Director serving as chairman of the committee. See “—Committees of the Board.” We believe that having eight experienced Independent Directors and strong committees contributes to the leadership of the Board.

The Audit Committee is primarily responsible for overseeing our risk management processes on behalf of the full Board. The Audit Committee and the full Board focus on and discuss with management the most significant risks

The Board has a Nominating and Governance Committee, a Compensation and Benefits Committee, an Audit Committee and a Reserves Committee. Each of the Board’s committees acts under a written charter, which was adopted and approved by the Board. Copies of the committees’ charters are available at the “Corporate Governance” section of our website, http://www.pennvirginia.com.www.rangeroil.com .

Unless otherwise indicated below, the following table sets forth, as of March 15, 2021,18, 2022, the amount and percentage of our outstanding shares of Common Stock and Preferred Stock beneficially owned by (i) each person known by us to beneficially own more than 5% of our outstanding shares of Common Stock or Preferred Stock, (ii) each director and nominee for director, (iii) each executive officer named in the Summary Compensation Table under the heading “Executive Compensation—Summary Compensation Table” and (iv) all of our directors and executive officers as a group:

Set forth below is information regarding the age, positions and offices held with us and the business experience of each of our executive officers.

Base salary is the principal fixed component of our compensation program, and has historically been reviewed in the first quarter of each year. It is intended to provide our NEOs with a regular source of income to compensate them for their day-to-day efforts in managing the Company. Base salary levels vary depending on the NEO’s experience, responsibilities, education, professional standing in the industry, changes in the competitive marketplace and the importance of the position to the Company. Due to market conditions impacting the oil and gas industry, the Company elected not to adjust salaries of the NEOs in either 2020 or 2021. The annual base salaries payable to our NEOs for 20202021 and 20192020 were as follows:

We maintain an annual incentive plan that pays out cash bonuses to participating employees, including our NEOs, when certain milestones are achieved. The opportunity to earn an annual cash bonus creates a strong financial incentive for our NEOs and other participating employees to achieve or exceed near-term corporate goals.

Our NEOs’As further discussed below, annual incentive cash bonuses are setdetermined by the C&B Committee under our Annual Incentive Plan Guidelines based on our level of achievement, typically as compared to our annual budget, of several quantitative Company financial and operational performance metrics, which the C&B Committee typically sets early in the year.year, as well as individual performance.

Additionally, under our Annual Incentive Plan Guidelines, a cash bonus pool is established for payment of cash bonuses to all of our employees. The size of the cash bonus pool is generally computed such that, if we meet our target goal exactly with respect to every performance metric and there are no adjustments for individual performance, the pool will fund at 100% and will be in an amount sufficient to pay all of our participating employees, including our NEOs, their target annual incentive cash bonuses, which we refer to as the Target Amount. Under the Annual Incentive Award Guidelines established by our C&B Committee to govern our annual incentive cash bonus program, in any given year, the C&B Committee may increase or decrease the cash bonus pool if circumstances warrant. The flexibility the C&B Committee retains with respect to the size of the cash bonus pool and the cash bonus pool performance metrics is consistent with our belief that our cyclical and volatile business requires that we have a flexible compensation program responsive to different circumstances and different requirements at various points in time.

For more information on the terms of our time-TRSUs and performance-based restricted stock units,PBRSUs, see the “Narrative Discussion of Equity Awards” that follows the Grants of Plan-Based Awards table.

The performance periods under our performance-based restricted stock units overlap,chart below summarizes 2021 compensation program and our time-vested restricted stock units generally vest over a three-year period. This mitigates the motivationyear-end 2021 outstanding equity ownership with respect to maximize performance in any one period at the expense of others.