UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

CONTINENTAL RESOURCES, INC.

(Name of Registrant as Specified In Its Charter)

NOT APPLICABLE

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

Payment of Filing Fee (Check the appropriate box):

Continental Resources, Inc.

Invitation to 20192020 Annual Meeting of Shareholders

April 4, 20192, 2020

Dear Fellow Shareholder:

Please join me at our Annual Meeting on Thursday, May 16, 2019,14, 2020, where you will be asked to vote on: (i) the election of the twothree Class III members named in this Proxy Statement to the Board of Directors; (ii) an amendment to our Third Amended and Restated Certificate of Incorporation to declassify our Board of Directors; (iii) the ratification of the selection of the independent auditors; and (iii)(iv) the approval, by anon-binding vote, of the compensation of our named executive officers. You will also be asked to consider a shareholder proposal, if properly presented at the Annual Meeting.

The Company is again taking advantage of the Securities and Exchange Commission rule permitting us to provide proxy materials over the internet to certain of our shareholders. On or about April 4, 2019,2, 2020, we will begin mailing a Notice of Internet Availability of Proxy Materials to shareholders whose shares are held in an account at a brokerage firm, bank or other nominee record holder, informing you the Notice and Proxy Statement for the 20192020 Annual Meeting, 20182019 Annual Report and voting instructions are available online. As more fully described in that Notice, all shareholders receiving such Notice may choose to access proxy materials on the internet or may request paper copies of the proxy materials. On or about April 4, 2019,2, 2020, we will also mail paper copies of our Notice and Proxy Statement, 20182019 Annual Report and a proxy card to each shareholder whose shares are registered directly in their name with our transfer agent, American Stock Transfer & Trust Company.

In addition to the formal items of business at the Annual Meeting, you will have an opportunity to ask questions and express your views to senior management of Continental Resources, Inc. Members of our Board of Directors will also be present.

Whether you are able to attend the 20192020 Annual Meeting in person, it is important your shares be represented. Please vote your shares in accordance with the instructions contained in the materials being sent to you. Please vote as soon as possible.

I hope to see you on May 16th.14th.

Harold G. Hamm

Executive Chairman of the Board and

William B. Berry

Chief Executive Officer

CONTINENTAL RESOURCES, INC.

20 N. Broadway

Oklahoma City, Oklahoma 73102

Notice of Annual Meeting of Shareholders

To Be Held On May 16, 201914, 2020

TO THE HOLDERS OF SHARES OF COMMON STOCK:

The 20192020 Annual Meeting of Shareholders of Continental Resources, Inc. (the “Company,” “we,” “our,” or “us”) will be held at the Skirvin Hilton Hotel,BancFirst Tower, 100 North Broadway – South Entrance, Suite 2470 – Continental Room, 1 Park Avenue,Resources Conference Center, Oklahoma City, OK 73102 on May 16, 2019,14, 2020, at 10:00 a.m. C.D.T., for the following purposes:

The Annual Meeting may be recessed from time to time and, at any reconvened meeting, action on the matters specified in this notice may be taken without further notice to shareholders unless required by the Company’s bylaws. In addition, should it be necessary to change the location or time of the meeting due to the impact of any local or national health related emergency measures, or for any other reason, notice of the changed time and/or location will be given by press release, which will specify the new time and/or location of the Annual Meeting. We intend to hold our Annual Meeting in person, if possible. However, we are actively monitoringCOVID-19 (novel Coronavirus) and we are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting “virtually,” i.e. solely by means of Internet enabled remote communication. Please monitor our annual meeting website at www.CLR.com for updated information. If you are planning to attend our meeting, please check the website ten days prior to the meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting.

Shareholders of record, at the close of business on March 21, 2019,18, 2020, of our common stock, par value $0.01 per share, are entitled to notice of and to vote on all proposals at the Annual Meeting. A list of all shareholders entitled to vote at the Annual Meeting will be available for inspection at the Annual Meeting and during normal business hours at least ten days prior thereto at our offices located at 20 N. Broadway, Oklahoma City, Oklahoma 73102.

In accordance with rules adopted by the Securities and Exchange Commission, we are pleased to furnish these proxy materials to certain of our shareholders over the internet and to certain others by mail.

BY THE ORDER OF THE BOARD OF DIRECTORS

/s/ Eric S. Eissenstat

Eric S. Eissenstat

Secretary

DATED: April 4, 20192, 2020

CONTINENTAL RESOURCES, INC.

TABLE OF CONTENTS

Proxy Summary

This summary contains highlights about Continental Resources, Inc. and our subsidiaries (the “Company”) and the upcoming 20192020 Annual Meeting of Shareholders (the “Annual Meeting”). This summary does not contain all of the information you should consider in advance of the Annual Meeting and we encourage you to read the entire Proxy Statement before voting. When we refer to “us,” “we,” or “our,” we are referring to the Company.

20192020 Annual Meeting of Shareholders

Voting Matters and Board Recommendations

20182019 Performance Highlights

Achieved full-year 2018 production growth of 23% comparedInitiated cash dividend to 2017.shareholders.

2018 fourth quarterInitiated a share repurchase program and repurchased approximately $190.2 million of Common Stock in 2019.

Achieved full-year 2019 production increased 13%growth of 14% compared to 2017 fourth quarter production.2018.

Net cash provided by operating activities for 2018 increased 66% compared to 2017.2019 totaled $3.1 billion.

In 2019, reduced total debt by $442 million.

Year-end 20182019 proved reserves increased 15%6% (adjusted for 20182019 divestitures) compared toyear-end 2017.2018.

In 2018, reduced total debtContinued to exercise capital discipline, reducingnon-acquisition capital expenditures by $585 million and increased cash on hand by $239 million6% in 2019 compared to December 31, 2017.2018.

In October 2018, entered into a minerals venture that allows the Company to enhance project economicsMaintainedlow-cost operations with production expenses of $3.58 per Boe and further capitalize on its geologic knowledge and land expertise.G&A expenses of $1.57 per Boe for 2019.

Key Executive and Director Compensation Policies and Practices

Independent compensation consultants to the Compensation Committee.

No individual employment agreements.

Majority of compensation is in the form of restricted stock awards designed to align interests of executives and shareholders.

Robust stock ownership requirements – 5x of base salary for the Executive Chairman, Chief Executive Officer and President and 3x of base salary for other executive officers, and 5x base annual retainer for directors.

Use of a relevant peer group in establishing compensation.

Minimal perquisites.

Prohibition of hedging of Company securities by executive officers and directors.

Clawback policy applicable to all executive officers.

Key Governance Policies and Practices

Voluntary establishment of Compensation and Nominating/Corporate Governance Committees, even though exempt from these requirements as a controlled company under New York Stock Exchange (“NYSE”) rules.

Audit and Compensation Committees composed entirely of independent directors.

Lead independent director with clearly established authority and responsibility over the governance of our Board of Directors.

Four of sixseven directors are independent.

Regular executive sessions of the Board without management present.

Board risk management oversight with a focus on the most significant risks facing the Company.

Annual evaluation process for the Board and its committees.

Director in uncontested election that does not receive a majority of “for” votes, must submit his or her resignation for consideration by the Nominating/Corporate Governance Committee and the Board.

Recommendation of the Declassification Proposal for adoption at the Annual Meeting

For more detailed information regarding our proxy materials and voting at the Annual Meeting, see “Questions and Answers About This Proxy Material and Voting,” at page 48.49.

Proposal 1:

Election of Directors

Trustees for Kansas State University. He holds a bachelor’s degree in Chemical Engineering from Kansas State University.

Mr. Taylor brings extensive experience in domestic and international refining, chemicals sales and marketing, energy transportation, business development and process management to the Board. We believe Mr. Taylor’s extensive mid-stream and industry experience and director expertise qualify him to serve on our Board.

We are a “controlled company” within the meaning of the listing standards of the NYSE because a limited liability company owned by our Chairman and Chief Executive Officer,Chairman, Harold G. Hamm, and members of his family own more than 50% of our outstanding shares of Common Stock. Consequently, we are not required to comply with certain NYSE listed company requirements, such as the requirement to have a majority of independent directors on our Board, or the requirement to have compensation and nominating committees comprisedcomposed entirely of independent directors. However, we are required to have an independent Audit Committee, and we have voluntarily established a Compensation Committee comprisedcomposed entirely of independent directors and a Nominating/Corporate Governance Committee. The Board uses the independence standards of the NYSE corporate governance rules generally applicable to directors for determining whether directors are independent. A copy of those standards is attached as Annex A. The Board additionally follows applicable rules of the Securities and Exchange Commission (“SEC”) in determining independence for committee members. The Board has determined Messrs. Berry, McCain, McNabb, Monroe and MonroeTaylor have no relationship with the Company other than as a director and shareholder and are independent under the NYSE and SEC rules for purposes of service on the Board and its committees. Until the time the Board acted to appoint him as Chief Executive Officer in December 2019, Mr. Gallogly, whose term expired at the 2018 Annual Meeting,Berry was determined to be independent on the same basis as described above, during the time of his service.above. Ms. Lambertz is not an independent director due to her relationship to Mr. Hamm and her current service as our Chief Culture Officer and Senior Vice President, Human Resources. Members of each committee are elected annually by the Board and serve for one year terms, until their successors are elected and qualified or until their earlier resignation or removal.

The Board held 7 meetings and acted by unanimous consent 32 times during the year ended December 31, 2018.2019. Directors are expected to attend all meetings of the Board and the committees on which they serve. To bere-nominated, directors must have attended at least 75% of the Board and applicable committee meetings during their term, and all directors (including those beingre-nominated and those in other classes) did so during 2018, with each director attending all Board and committee meetings.2019. All then incumbent directors attended the 20182019 Annual Meeting of Shareholders and all directors plan to attend the 20192020 Annual Meeting.Under our Corporate Governance Guidelines, attendance at the Annual Meeting is listed as an indicator to be considereda consideration when evaluating whether a director is devoting sufficient time to his or her responsibilities.

 Board Leadership Structure     Harold G. Hamm serves as the Company’s Executive Chairman. Mr. Hamm assumed the role of Executive Chairman as of January 1, 2020, in connection with transitioning the role of Chief Executive Officer to Mr. Berry, who assumed such role as of January 1, 2020. Prior to January 1, 2020, Mr. Hamm served in the combined role of Chairman and Chief Executive Officer. Additionally, through

As Executive Chairman, Mr. Hamm is both an officer and employee of the Company. The role of Executive Chairman has been structured so Mr. Hamm can provide the Company with support regarding Board, strategic and stakeholder matters, as well as business

development opportunities, while allowing Mr. Berry to assume primary responsibility for oversight of all the Company’s activities. The Board believes this leadership structure is appropriate because it allows the Company to take advantage of Mr. Hamm’s considerable Company and industry experience, while expanding the Company’s base of leadership and furthering the Company’s succession planning. Through Harold Hamm Family LLC (the “Family LLC”), a limited liability company owned by Harold G. Hamm, members of his family and trusts established for their benefit and for which Mr. Hamm serves as manager, Mr. Hamm exercises voting and dispositive power over approximately 75.15%77.54% of our outstanding shares of Common Stock as of March 21, 2019.18, 2020. The Board believes this leadership structure is appropriate because of the efficiencies of having the Chief Executive Officer also serve in the role of Chairman of the Board, Mr. Hamm’s role in founding the Company, and Mr. Hamm’s ongoing control of a significant financial interestconsiderable ownership stake in the Company throughalso supports the Family LLC.Board’s view that Mr. Hamm’s leadership role as Executive Chairman is appropriate.

Lead Director      The Board has appointed Mr. Monroe to serve as lead director with the following responsibilities similar to those typically performed by an independent Chairman: (i) presides at all meetings of the Board at which the Executive Chairman is not present, including executive sessions of the independent directors; (ii) acts as a key liaison between the Executive Chairman, and Chief Executive Officer and the independent directors; (iii) provides input into the materials to be delivered to the directors in advance of each Board meeting; (iv) provides feedback regarding the quality, quantity, and timeliness of those materials; and (v) communicates Board member feedback to the Executive Chairman and the Chief Executive Officer. At the February 20192020 Board meeting, Mr. MonroeMcNabb wasre-appointed appointed to serve as lead director, effective immediately following the Annual Meeting for a period extending through the 20202021 Annual Meeting.

 Risk Oversight The Board is responsible for overseeing our Company’s management of risk. The Board strives to effectively oversee our enterprise-wide risk management in a way that balances managing risks while enhancing the long-term value of our Company for the benefit of our shareholders. The Board understands its focus on effective risk oversight is critical to setting our Company’s tone and culture towards effective risk management. To administer its oversight function, the Board seeks to understand our Company’s risk philosophy by having regular discussions with management to establish a mutual understanding of our Company’s overall appetite for risk. The Board maintains an active dialogue with management, including the Executive Chairman, Chief Executive Officer, Chief Financial Officer, and Chief Risk Officer, about existing risk management processes and how management identifies, assesses and manages our most significant risk exposures, including commodity price risk, liquidity risk, reputational risk, operational risk, safety risk, cybersecurity risk, compliance risk and legal risk. The Board appointed Eric S. Eissenstat in May 2014 as Chief Risk Officer to further enhance the Company’s enterprise risk management. Mr. Eissenstat is primarily responsible for instituting risk management practices consistent with our overall business strategy and risk profile. The Board expects, and receives, regular updates from Mr. Eissenstat and other members of our management team about our most significant risks so as to enable it to evaluate whether management is responding appropriately. For example, seniorSenior management attends Board meetings and is available to address any questions or concerns raised by our Board on risk management-related and other matters. In addition, our Board receives presentations from senior management on strategic matters.

The tables below provide information regarding the current composition of each standing committee of our Board, the significant responsibilities of each committee as set forth in their respective charters and the number of times each committee met or acted by written consent in 2018:2019:

Name of Committee and Members		Principal Functions of the Committee						Meetings       in 2018		Written Consents in 2018
Audit*   Mark E. Monroe, Chairman† William B Berry Lon McCain†		The Audit Committee is appointed by our Board to perform an oversight function. Pursuant to its Charter, the responsibilities of the Audit Committee are:						9		1
				select and oversee our relationship with our independent registered public accounting firm;
				review with our independent registered public accounting firm the scope and results of our annual audit and any other reviews conducted by such firm;
				discuss our earnings releases and guidance with financial management;
				review our financial statements and reports including Forms10-K and Forms10-Q as well as any major issues regarding accounting principles;	��
				review significant financial reporting issues and practices;
				monitor internal control policies and practices;
				establish procedures for receipt, consideration, and treatment of issues raised regarding accounting, internal accounting control or auditing matters;
				review our major financial risk exposures;
				review proposals of related party transactions;
				review and approve internal audit plan and budget;
				approve decisions regarding appointment and removal of chief audit executive; and
				review the effectiveness and performance of our internal audit function.

In 2018,2019, the Audit Committee discussed the financial information contained in each quarterly and annual SEC filing with the Chief Financial Officer and independent auditors prior to public release.

We have adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics in accordance with the rules of the NYSE. We last amended our Corporate Governance Guidelines in May 2018February 2020 and our Code of Business Conduct and Ethics in September 2014. The Code of Business Conduct and Ethics is applicable to all employees and directors, including our principal executive, financial, and accounting officers. In addition, each of the standing committees of the Board has a charter which has been approved by the Board. Copies of the Corporate Governance Guidelines, Code of Business Conduct and Ethics, and committee charters are available on our website, www.CLR.com, and a printed copy of any of these documents will be made available to any shareholder requesting one from our Secretary.

Our Corporate Governance Guidelines require theournon-management directors to meet in regularly scheduled executive sessions. As Lead Director, Mr. Monroe was selected by the Board to serve as lead director through the 2019 Annual Meeting and, acting in that capacity, he presided over 3executive4executive sessions in 2018. At the February 2019 Board meeting, Mr. Monroe wasre-appointed to serve as lead director, effective immediately following the Annual Meeting for a period extending through the 2020 Annual Meeting.2019.

Each year, the Board and its committees perform a rigorous self-evaluation. As required by the Company’s Corporate Governance Guidelines, the Nominating/Corporate Governance Committee oversees this process. The performance evaluations solicit input from directors regarding the effectiveness of the Board, its committees and individual directors. The input is sought in order to provide the Board as a whole, as well as individual directors, an opportunity to identify strengths, weaknesses and opportunities for improvement. The Company’s General Counsel has individual conversations with each member of the Board and reviews each director’s responses to questions distributed to the director in advance of the conversation. The General Counsel then summarizes the results of the interviews and presents this information to the Nominating/Corporate Governance Committee. Subject to limited exceptions, the summary is prepared in a manner that assures the content isn’t identifiable as the feedback of any given director. The Nominating/Corporate Governance Committee reviews the summary and develops recommendations for presentation toensures the Board as appropriate. The General Counselis informed of self-evaluation results and recommendations. If appropriate, the Chairman of the Nominating/Corporate Governance Committee present the results of the self-evaluation and any recommendations for improvement to the Board. The Board then discussesevaluates the information presented and adopts any recommended improvements determined to be necessary or desirable by the Board.desirable. The Board believes the process described above is effective and improves the overall function and effectiveness of the Board.

Any shareholder or interested party desiring to communicate or express concerns to us, directors generally,non-management directors or an individual director may do so only by submission in writing to Continental Resources, Inc., Attn: Secretary, 20 N. Broadway, Oklahoma City, Oklahoma 73102, with information sufficient to identify the person submitting the communication or concern, including the name, address, telephone number, and ane-mail address (if applicable), together with information indicating the relationship of such person to us. Our Secretary is responsible for maintaining a record of any such communications or concerns and submitting them to the appropriate person(s) for potential action or response. We will verify the authenticity of any communication or concern before submission. We are not obligated to investigate or submit any anonymous submissions from persons who are not our employees. We have established robust policies in connection with whistleblower complaints submitted by employees andnon-employeesand we have established procedures designed to ensure we effectively follow such policies.

Although we are a “controlled company” under the listing standards of the NYSE, the Board has voluntarily established a Nominating/Corporate Governance Committee. Our Nominating/Corporate Governance Committee is responsible for assessing the skills and characteristics of Board members and for screening potential Board candidates. While the Nominating/Corporate Governance Committee has no minimum qualifications for candidates, the Committee generally reviews and evaluates both incumbent and potential new directors to achieve diversity of skills and experience among our directors, based on the following criteria set forth in our Corporate Governance Guidelines:

commitment and background to represent shareholder interests;

moral character and integrity;

ability to apply sound business judgment;

independence and freedom from conflicts of interest;

ability to devote time necessary to understand the Company and carry out the duties of a director, including attendance at meetings and consultation on Company matters;

ability to understand financial matters and read financial statements;

oil and gas exploration and energy experience; and

experience with risk assessment.

Qualified candidates for nomination to the Board are considered without regard to race, color, religion, gender or national origin. The process used by the Nominating/Corporate Governance Committee for identifying and evaluating nominees for the Board consists of reviewing qualifications of candidates suggested by management, other Board members, shareholders, or other sources. In evaluating nominees, the Nominating/Corporate Governance Committee considers whether it has been successful in achieving the desired diversity of skills and experience based on the then current composition of the Board. The Nominating/Corporate Governance Committee will consider recommendations for nomination as a Board member by any shareholder of the Company who is a shareholder of record at the time of giving notice to the Company as provided in the Company bylaws (the “Bylaws”), is entitled to vote on the election of directors at the meeting, and complies with the notice procedures set forth in our Bylaws. Such nominations shall be made pursuant to timely notice in writing to Continental Resources, Inc., Attn: Secretary, 20 N. Broadway, Oklahoma City, Oklahoma 73102.

To be timely, a shareholder’s notice shall be delivered to or mailed and received at our principal executive office (i) with respect to an election of directors to be held at the annual meeting of the shareholders of the Company, not later than ninety (90) days or more than one hundred twenty (120) days prior to the one year anniversary date of the preceding year’s annual meeting of shareholders of the Company; provided, however, if the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, to be timely, a shareholder’s notice must be so delivered not later than the close of business on the later of the ninetieth (90^th) day prior to such annual meeting or the tenth (10^th) day following the day on which public announcement of the date of such meeting is first made; and (ii) with respect to a special meeting of shareholders called for the purpose of electing one or more directors to the Board, not earlier than the ninetieth (90^th) day prior to such special meeting and not later than the close of business on the later of the seventieth (70^th) day prior to such special meeting or the tenth (10^th) day following the day on which public announcement of the date of the special meeting is first made. Such shareholder’s notice to the Secretary shall set forth (a) as to each person whom the shareholder proposes to nominate for election orre-election as a director, all information relating to the person required to be disclosed in solicitations for proxies for election of directors, or is otherwise required, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including the written consent of such person to be named in the proxy statement as a nominee and to serve as a director if elected), and (b) as to the shareholder giving the notice (i) the name and address, as they appear on the Company’s books, of such shareholder, and (ii) the class and number of shares of capital stock of the Company that are beneficially owned by the shareholder.

There are no specific minimum qualifications for shareholder nominees. The Company has not previously received nominees from shareholders. All nominees, regardless of source, will be evaluated by the Nominating/Corporate Governance Committee in the same manner and using the same criteria as is used for nominees recommended by the committee.

The Compensation Committee consists of Messrs. Berry, McCain, McNabb, Monroe and McNabb. Mr. Gallogly served on the Committee until the conclusionTaylor. For a discussion of the 2018 Annual Meeting of Shareholders. There were no other changes to the composition of the Compensation Committee during 20182019, please see the footnote to the table regarding the Compensation Committee appearing on page 13 above.During 2018,2019, there were no interlocking relationships as defined by the SEC.

Certain Relationships and Related

Party Transactions

Our Audit Committee Charter provides the Audit Committee shall review all related party transactions (as defined below) and recommend approval or disapproval to the Board of any such transaction.

The Charter defines a “related party transaction” as a transaction, proposed transaction, or series of similar transactions, in which (a) we are a participant, (b) the amount involved exceeds $120,000 annually and (c) a related person (as defined below) has or will have a direct or indirect material interest. A “related person” is (a) any person who is, or at any time since the beginning of our last fiscal year was, a director, executive officer, or nominee to become a director, (b) a person known to beneficially own 5% or more of any class of our voting securities, (c) an immediate family member of any of the foregoing persons (which means any child, stepchild, parent, stepparent, spouse, sibling,mother-in-law,father-in-law,son-in-law,daughter-in-law,brother-in-law, orsister-in-law), and (d) any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee for director or greater than 5% beneficial owner. The Audit Committee considers the adequacy of disclosure and fairness to us of the matters considered.

The Audit Committee has adopted a written policy which includes factors for committee members to consider in exercising their business judgment including (a) terms of the transaction with the related party, (b) availability of comparable products or services from unrelated third parties, (c) terms available from unrelated third parties and (d) the benefits to us. The Audit Committee recommends for approval only those related party transactions that are, in its business judgment, in our best interests and on terms no less favorable to us than we could have achieved with an unaffiliated party.

In 2018,2019, we participated in the related party transactions described below.below, except for certain compensation related matters for Ms. Lambertz and Justin Rangel, which occurred in 2020. Based upon the review and recommendations of our Audit Committee, or of our Board, or other committee thereof in the case of the transactions described in the following sentence, we believe the transactions described below are in our best interests and are on terms no less favorable to us than we could have achieved with an unaffiliated party. Our Audit Committee reviewed and recommended each of the transactions described below except that a Special Committee of the Board reviewed and recommended the registration rights agreement described below under “Registration Rights Agreements—Wheatland Transaction Registration Rights Agreement;” and the full Board reviewed and recommended the registration rights agreement described below under “Registration Rights Agreements—Initial Public Offering Registration Rights Agreement.”

Royalty and Common Ownership

In 2018,2019, we received approximately $213,000from$300,000from the Harold G. Hamm Trust (the “Hamm Revocable Trust”), a trust of which Harold G. Hamm, our Chief Executive Officer and Chairman, of the Board, is the trustee and sole beneficiary, for billings on interests owned in various oil and gas wells which we operate. We also disbursed to the Hamm Revocable Trust approximately $527,000$400,000 in 20182019 for the Hamm Revocable Trust’s share of oil and gas sales attributed to these interests which were received from the purchasers of production. At December 31, 2018,2019, approximately $63,000$123,000 was due from the Hamm Revocable Trust and approximately $38,000$32,000 was due to the Hamm Revocable Trust.

Aircraft Related Matters

From time to time, we have used the aircraft of Transwestern Transports, LLC (“Transwestern”), an entity owned by Mr. Hamm, to facilitate efficient transportation of personnel. In 2018,2019, we paid Transwestern approximately $529,000for$426,000for use of its aircraft and reimbursement of expenses and owed approximately $161,000to$38,000to Transwestern at December 31, 2018.2019.

Registration Rights Agreements

Initial Public Offering Registration Rights Agreement. In connection with the closing of our initial public offering in May 2007, we entered into a registration rights agreement with the Hamm Revocable Trust and the two irrevocable trusts established for the benefit of Mr. Hamm’s children pursuant to which we granted to the trusts certain demand and “piggyback” registration rights. The Hamm Revocable Trust and the two irrevocable trusts identified above transferred the securities subject to this registration rights agreement to the Family LLC in September 2015 (the “September Transfer”). As a result, the rights of the Hamm Revocable Trust and the two irrevocable trusts under this registration rights agreement may be assigned to the Family LLC at the direction of these entities. Under the registration rights agreement, each holder of securities covered by the registration rights agreement has the one time right to require us to file a registration statement for the public sale of all or part of the shares of Common Stock owned by it at any time if at least six months have passed since the last demand registration statement. In connection with a demand by any such holder, thenon-demanding parties have the right to participate in such registration process. However, in the event securities are to be sold in an underwritten offering pursuant to such demand registration statement and the managing underwriter thereof advises the participants the amount of securities to be offered thereby should be limited, such limitation shall be satisfied first from the securities allocated to participants other than the demanding party.

If we sell any shares of our Common Stock in a registered underwritten offering, each holder of securities covered by the registration rights agreement has the right to include its shares in that offering. The underwriters of any such offering have the right to limit the number of shares to be included in such sale. We will pay all expenses relating to any demand or piggyback registration, except for underwriters’ or brokers’ commissions or discounts. The securities covered by the registration rights agreement will no longer be registrable under the registration rights agreement if they have been sold to the public either pursuant to a registration statement or under Rule 144 promulgated under the Securities Act of 1933, as amended.

Wheatland Transaction Registration Rights Agreement. In March 2012, the Company entered into a Reorganization and Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with Wheatland Oil Inc. (“Wheatland”) and the shareholders of Wheatland. Wheatland iswas owned 75% by the Hamm Revocable Trust and 25% by Jeffrey B. Hume, the Company’s Vice Chairman of Strategic Growth Initiatives.

Pursuant to the Purchase and Sale Agreement, we entered into a registration rights agreement granting the Hamm Revocable Trust and Mr. Hume registration rights for the shares of Common Stock they received, at the direction of Wheatland, upon the closing of the acquisition (the “Registrable Securities”). The Hamm Revocable Trust transferred the Registrable Securities held by it to the Family LLC as part of the September Transfer. As a result, the rights of the Hamm Revocable Trust under this registration rights agreement may be assigned to the Family LLC at the direction of the Hamm Revocable Trust and Family LLC. Under the registration rights agreement, each holder of Registrable Securities has demand and “piggyback” registration rights. The demand rights enable each of the holders of Registrable Securities to require us to register their respective shares of Registrable Securities with the SEC at any time, subject to certain limited exceptions, including the requirement that the aggregate proceeds from the demand registration exceed $40 million (net of underwriting discounts and commissions) and the Company is not required to effect more than four demand registrations in any three-year period. The piggyback rights allow each of the holders of Registrable Securities to register their Registrable Securities along with any shares we register with the SEC. These registration rights are subject to customary conditions and limitations, including the right of the underwriters of an offering to limit the number of shares.

Shelly Lambertz Compensation

InDuring 2019, in connection with her service as the Company’s Vice President, Human Resources, Ms. Lambertz receivesreceived the following compensation: (i) annual base pay of $265,000,approximately $267,000, with an annual cash incentive bonus target of 40% of her annual base pay; (ii) a target annual stock grant value of $300,000; and (iii) participation in the Company’s benefits programs on terms consistent with the Company’s standard practices for employees hired at Ms. Lambertz’s level. When employees are hired they typically receive a stock grant equivalent to three years of their annual target value, vesting ratably over a three-year period. The value of the stock awarded to Ms. Lambertz in connection with her employment, isin 2018, was consistent with the Company’s typical practice. For more information regarding the stock awarded toIn February of 2019, Ms. Lambertz and the director compensation paid to Ms. Lambertz during the period she served as anon-employee director please see“Non-Employee Director Compensation—2018Non-Employee Director Compensation Table” at page18 below and“Non-Employee Director Compensation-Equity Based Compensation” at page19 below.Allreceived an award of thenon-employee director compensation received2,193 shares of restricted Common Stock, vesting February 2022. The total number of shares of restricted Common Stock held by Ms. Lambertz at December 31, 2019 was reviewed and approved by the Audit Committee. Ms.12,439 shares.Ms. Lambertz is the daughter of Mr. Hamm.

In February, 2020, Ms. Lambertz was promoted to Chief Culture Officer and Senior Vice President, Human Resources. In connection with her promotion, Ms. Lambertz received the following compensation: (i) annual base pay of $308,000, with an annual cash incentive bonus target of 50% of her annual base pay; (ii) a target annual stock grant value of $550,000; and (iii) participation in the Company’s benefits programs on terms consistent with the Company’s standard practices for employees hired at Ms. Lambertz’s level. Ms. Lambertz also received an additional aggregate amount of $180,375 added to existing restricted stock awards vesting from 2020 to 2022, with $18,000, $13,500, $90,000, $31,500 and $27,375 in value being added to the shares vesting in each of May 2020, November 2020, May 2021, November 2021, and February 2022, respectively. The grant related to the additional amount described above was made in February 2020. Due to the current economic environment, Ms. Lambertz has elected to forego any increase in her base salary resulting from her promotion effective March 8, 2020, for an indefinite period.

Justin Rangel Compensation

In January 2020, Justin Rangel, the son of Ramiro Rangel, one of our executive officers, joined the Company as a crude oil scheduler. The compensation package awarded to Mr. Rangel in connection with his employment is as follows: (i) annual base pay of $84,500, with an annual cash incentive bonus target of 15% of his annual base pay; (ii) a target annual stock grant value of $14,000; and (iii) participation in the Company’s benefits programs on terms consistent with the Company’s standard practices for employees hired at Mr. Rangel’s level. When employees are hired they typically receive a stock grant equivalent to three years of their annual target value, vesting ratably over a three-year period. Mr. Rangel has received such a grant. The value of the stock awarded to Mr. Rangel in connection with his employment was consistent with the Company’s typical practice.

Non-EmployeeDirector Compensation

The Compensation Committee reviews annually the total compensation paid to ournon-employee directors. The purpose of the review is to ensure the level of compensation is appropriate to attract and retain a diverse group of directors with the breadth of experience necessary to perform our Board’s duties, and to fairly compensate our directors for their service. This review includes consideration of qualitative and quantitative factors. To ensure directors are compensated relative to the scope of their responsibilities, the Compensation Committee considers: (a) the time and effort involved in preparing for Board, committee and management meetings and the additional duties assumed by committee chairs; (b) the risks associated with serving on the Board; and (c) the compensation paid to directors at a peer group of companies as reported by the Compensation Committee’s compensation consultant.

The following table summarizes the compensation ofnon-employee directors and Ms. Lambertz for the year ended December 31, 2018:2019:

Executive Compensation and Other

Information

Our current executive officers are named below:

The information appearing in the table above is as of April 4, 2019.2, 2020.

For a description of the business background and other information concerning Mr.Messrs. Hamm and Berry see “Proposal 1: Election of Directors—General” above.

The purpose of this Compensation Discussion and Analysis is to explain the Company’s and Compensation Committee’s approach to determining the compensation program for the Company’s Chief Executive Officer, Chief Financial Officer and the other named executive officers appearing in the tables following this discussion (“NEOs”) and to discuss how the 20182019 compensation package for these executives was determined. Following this discussion are tables that include compensation information for the NEOs. Mr. Gould resigned from his position as our Senior Vice President, Production and Resource Development on March 6, 2019, effective March 20, 2019. The NEOs for 20182019 are as follows:

Harold G. Hamm, Executive Chairman (During 2019 Mr. Hamm was Chairman of the Board and Chief Executive Officer;Officer);

Jack H. Stark, President;President and Chief Operating Officer (During 2019 Mr. Stark was President);

John D. Hart, Senior Vice President, Chief Financial Officer and Treasurer;

Gary E. Gould, formerEric S. Eissenstat, Senior Vice President, ProductionGeneral Counsel, Chief Risk Officer and Resource Development;Secretary;and

Patrick W. Bent, Senior Vice President, Drilling;Operations

Although Mr. Berry is currently serving as our Chief Executive Officer, he did not assume that role until the 2020 year, therefore he not deemed to be a “named executive officer” pursuant to SEC rules for the 2019 year.

Executive Summary

In determining individual compensation, we consider the performance of the Company against specific operational and financial factors determined to be relevant for the period in question. We consider competitive market compensation paid by other companies comparable to us in size, geographic location and operations. We maintain and incorporate flexibility into our compensation programs and in the assessment process, which we believe is particularly important in the current commodity price environment, which remains volatile. As such, we do not apply rigid formulas in determining the amount and mix of compensation elements.

In 2018,2019, the Compensation Committee evaluated how the following elements (collectively, the “Primary Compensation Elements”) of our compensation program compare to similar compensation awarded by the then current compensation survey group, with the Compensation Committee considering how the elements of our compensation compare to the target percentiles indicated below. The 20182019 target levels were designed to emphasize compensation elements whose value depends on Company performance, with the opportunity for compensation between the 50^th and 75^th percentiles, while aligning the fixed compensation element, base salary, with the 50^th percentile.

Base salary – fixed cash component – generally set at the 50th percentile;

Cash bonus – short-term, variable cash component based on Company and individual performance—individual targets generally set between the 50th and 75th percentile; and

Long-term incentive equity awards – equity component with vesting periods designed to align the interests of executive and shareholders – generally set between the 50th and 75th percentile.

Based on the strength of 2017’s2018’s accomplishments, an improving commodity price environment, the need to ensure the Company’s compensation remains competitive with its industry peers and a review of the information customarily provided in connection with the compensation process, the Compensation Committee determined it was appropriate to adjust salaries in 2018.2019. Bonus payments were also made with respect to 20182019 based on the Company’s strong financial and operational performance. In determining the final Company performance factors to be used in the bonus calculation, the Compensation Committee considered the Company’s performance with respect to the sixseven bonus pool metrics and the additional factors described below in the discussion of the 20182019 bonus. After considering these items, the Compensation Committee determined a Company performance factor of 146%123% appropriately reflected a balance of (x) the strong results achieved in connection with five of the sixseven bonus pool metrics and (y) the Committee’s assessment of the Company’s performance with respect to the additional factors described below.

Achieved full-year 2018 production growth of 23% comparedInitiated cash dividend to 2017.shareholders.

2018 fourth quarterInitiated a share repurchase program and repurchased approximately $190.2 million of Common Stock in 2019.

Achieved full-year 2019 production increased 13%growth of 14% compared to 2017 fourth quarter production.2018.

Net cash provided by operating activities for 2018 increased 66% compared to 2017.2019 totaled $3.1 billion.

In 2019, reduced total debt by $442 million.

Year-end 20182019 proved reserves increased 15%6% (adjusted for 20182019 divestitures) compared toyear-end 2017.2018.

In 2018, reduced total debtContinued to exercise capital discipline, reducingnon-acquisition capital expenditures by $585 million and increased cash on hand by $239 million6% in 2019 compared to December 31, 2017.2018.

In October 2018, entered into a minerals venture that allows the Company to enhance project economicsMaintainedlow-cost operations with production expenses of $3.58 per Boe and further capitalize on its geologic knowledge and land expertise.G&A expenses of $1.57 per Boe for 2019.

A discussion of the Company’s performance with respect to the metrics used for the Company’s 20182019 annual cash bonus plan appears under the heading, “Annual Cash Bonus” below.

Base Salary – The base salaries of our NEOs were adjusted, in conjunction with our standard annual cycle, on average, 3.76%4.08%during 2019, based on the Company’s strong 2018 for the reasons described above.performance (salary adjustments occurred in February 2019).

Cash Bonus – For 2018,2019, the individual bonus target levels for Mr. Hamm, Mr. Stark, Mr. Hart, Mr. Gould, and Mr. BentEissenstat remained as set in 2017.2018. The Compensation Committee did not adjust the bonus target levels for these individuals as their existing targets were both competitive by comparison to the defined survey group as well as internally equitable. Mr. Bent’s bonus target level was adjusted in June 2019 in connection with the change in his title from Senior Vice President, Drilling to Senior Vice President, Operations, as a result of the increase in the extent of his responsibilities for production related matters associated with the change in title. The targets for 20182019 are set forth in the table below.

Long-term incentive equity awards – In February 2018,2019, long-term incentive equity awards of restricted stock were made to each of our NEOs, with three-year cliff vesting at a level generally consistent with or, in the case of Mr. Bent, greater than, the targeted percentiles described above. Mr. Bent’s long-term incentive equityBent also received an award for 2018 was atof restricted stock in August 2019 in connection with the 81st percentile. Mr. Bent’s award reflected the Compensation Committee’s determination thatchange in his responsibilities at the Company were greater than those of similarly titled individuals at the peer companies used for comparison purposes. Mr. Gould forfeited his February 2018 award as a resulttitle and in consideration of his departure from the Company.increased responsibilities for oversight of production related matters.

In addition, awards made to each of the NEOs also reflected the Compensation Committee’s evaluation of the performance of each of the NEOs with respect to the 20182019 Performance Factors (as defined below) and other factors described below in connection with the discussion of each of the Primary Compensation Elements.

The following charts illustrate the various components of total annual compensation for our Chief Executive Officer and the other NEOs as a group, and reflect the following: (i) annual base salary paid for 2018;2019; (ii) the cash bonus for 20182019 paid in February 2019;2020; (iii) the grant date fair value of the long-term equity incentive awards granted in 20182019 (which is the value of the awards based on accounting principles on the date of grant, and not necessarily reflective of the amounts the NEOs may receive at the time of settlement); and (iv) the other compensation for each NEO included in the Summary Compensation Table below.

Independent compensation consultantconsultants engaged by the Compensation Committee;

No individual employment agreements;

Majority of compensation is restricted stock awards with vesting periods designed to align interests of executives and shareholders;

Clawback policy applies to all executive officers;

Robust stock ownership requirements – 5x of base salary for the Executive Chairman, Chief Executive Officer and President and 3x of base salary for the other executive officers;

Industry-related peer compensation data considered in establishing compensation;

Minimal perquisites; and

Hedging of Company securities by executive officers is not allowed.

Executive Compensation Philosophy

We operate in a highly competitive environment for securing trained and qualified personnel. We believe the loss of the services of members of our senior management could have a material adverse impact on our operations. Accordingly, we have designed our executive compensation program to attract, retain and motivate experienced, talented individuals to achieve our primary business goals, using the business strategies discussed in greater detail in our Annual Report on Form10-K. We have also designed our executive compensation program to reward our executives for achieving the strategic and business objectives determined to be important to help the Company create and maintain an advantage in a competitive environment. Specifically, the Primary Compensation Elements of our executive compensation program are designed to reward the achievement of these objectives by:

providing objective-driven compensation opportunities that incentivize executives to achieve superior results for the Company and its shareholders;

aligning compensation with the Company’s short- and long-term business objectives; and

emphasizing the use of equity-based compensation to motivate the long-term retention of executives and align their interests with those of shareholders.

We do not apply rigid formulas in determining the amount and mix of compensation elements. For 20182019 cash bonuses paid in February 2019,2020, we considered the achievement of financial and operational goals only as part of establishing the aggregate bonus pool from which bonuses were paid to the NEOs and in connection with the determination of the Company multiplier described below in the

discussion of the annual cash bonus. In connection with establishing the size of the aggregate bonus pool and determining the final Company multiplier, the Compensation Committee considered the Company’s performance with respect to the sixseven bonus pool metrics

impacted by the Compensation Committee’s evaluation of a given NEO’s performance with respect to such factors. In addition, in 2019, with respect to all elements of compensation other than the bonus for 2019 paid in February 2020, the Compensation Committee considersconsidered input provided by our Chief Executive Officer and President as described under “Role of Management” below and this process also drives variation in individual awards made to each of the NEOs.

In 2018,Starting October 2019, the Compensation Committee also retained the services of Grant Thornton. Grant Thornton reportedan independent compensation consulting firm, Meridian. Meridian reports directly to the Compensation Committee in connection with the retained services.Committee. During 2018, Grant Thornton2019, Meridian provided comparative analysis of how the six bonus pool metrics described below in the discussion of the 2018 bonus compared to metrics used by exploration and production companies comparable to us in terms of revenues, total assets, geographic location and market capitalization.regarding executive officer compensation. The results of the analysis were summarized for the Compensation Committee in order to provide additional backgroundayear-end market assessment. Since the purpose of Meridian’s engagement was to provide compensation recommendations for 2020 and context forbeyond, none of the information communicated to the Compensation Committee to validate its overall approach to the bonus process, but the information presented did not impactimpacted the bonus program or any individual awards. Grant Thornton was paid $31,500 forawards relevant to 2019 executive officer compensation. During 2019, Meridian provided no services other than the services described above. During 2018, Grant Thornton provided audit services,executive officer compensation studies requested by the Compensation Committee, resulting in total fees disclosed on page43 below. The Audit Committee appointed Grant Thornton as the Company’s independent auditor and the Audit Committee approved the engagement of Grant Thornton to provide the services described in this paragraph. Since it was determined that the services could be provided without impairing Grant Thornton’s independence as the Company’s Auditor, and since Grant Thornton has robust processes in place to ensure those who perform services on behalf of its clients are free from conflicts in connection with any work performed, it was determined that the provision of services by Grant Thornton did not present a conflict of interest.less than $120,000.

The Compensation Committee has assessed the independence of Longnecker in accordance with standards set forth in rules established by the NYSE and promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and concluded no conflict of interest exists that would preventprevented Longnecker from independently representing the Compensation Committee. The

Elements of Compensation

The table below describes each of our Primary Compensation Elements, the purpose of each element, and how each element fits within the Company’s compensation philosophy and objectives.

Under the CLR Bonus Plan, the bonus pool is initially set based on the aggregate target bonus amount of all employees participating in the CLR Bonus Plan (referred to herein as the “Target Pool Size”). For 2018,2019, the size of the bonus pool was initially set within a range based on the following factors: net cash provided by operating activities (30%(25%); return on capital employed (25%); production growth (15%); relative total shareholder return (15%); production growth (15%(10%); reserve growth (10%); health, safety and environmental performance (10%); and proved developed finding and development cost per barrel of oil equivalent (5%). With respect to the bonuses paid for 2018,2019, the Compensation Committee evaluated the factors of the CLR Bonus Plan described above as presented by management and determined the factors and their respective weightings to be appropriate.

The Compensation Committee has complete discretion to increase, decrease or leave the size of the pool unchanged. In making the determination whether to adjust the size of the pool, the Compensation Committee considered such matters as it deemed relevant, including the Company’s performance against key strategic and other initiatives identified by the Compensation Committee in areas such as health, safety and environmental, production costs and cycle times, maintenance of financial and other ratios, budget compliance and business process improvements. The size of the bonus pool as determined by the Compensation Committee is referred to herein as the “Final Pool Size.” The ratio of the TargetFinal Pool Size to the FinalTarget Pool Size is used to determine the Company multiplier in the calculation of an individual’s bonus amount under the CLR Bonus Plan.

Individual awards for participants in the CLR Bonus Plan in connection with the bonuses for 20182019 which were paid in February 2019,2020, were calculated utilizing the following formula:

Base Earnings x Target Bonus x Company Multiplier x Individual Multiplier = Initial Bonus Amount

For purposes of this formula, “base earnings” refers to the actual amount paid in respect of salary during 2018.2019. Except for Mr. Hamm, the individual multiplier for the 20182019 bonuses was based on the Compensation Committee’s review of the 20182019 Survey Group and the subjective evaluation of each of the NEO’s supervisor or supervisors. Mr. Hamm’s individual multiplier was determined based on the subjective evaluation of the Compensation Committee. The subjective evaluation of each NEO was primarily based on an evaluation of each NEO’s contributions to the Company’s performance with respect to the 20182019 Performance Factors relevant to that NEO. For 2018,2019, after calculating the Company multiplier based on the measures and methodology described above, individual differences resulted from the subjective evaluation of performance that determined each NEO’s individual multiplier. In making its evaluation, where applicable, the Compensation Committee places significant weight on input provided by our Executive Chairman, Chief Executive Officer and our President.President, as described above.

Once the NEOs’ Initial Bonus Amounts were calculated, they were presented by Mr.Messrs. Hamm, Berry and Stark to the Compensation Committee for review, and in the case of Mr. Hamm also presented to the Board, both of which had the discretion to increase or decrease individual Initial Bonus Amounts and determine final awards.Using the factors described previously, the Compensation Committee determined the final awards were appropriate and approved the bonuses for 20182019 as presented by management.

The awards for each of the NEOs other than Mr. Hamm were approved by the Compensation Committee. Mr. Hamm’s award was approved by the Compensation Committee and by the full Board based on the recommendation of the Compensation Committee, with Mr. Hamm abstaining.

The long-term incentive award for each NEO is determined at the discretion of the Compensation Committee using the approach described above under “Executive Summary—Compensation Philosophy and Components.” Differences in long-term incentive awards are based on the Compensation Committee’s subjective evaluation of the expected relative individual contribution to the achievement of our long-term financial and operating results. The value of unvested equity awards held by an individual is expected to be a factor considered in future awards.

The vesting provisions of the awards encourage our officers to remain in our employ in order to realize these forms of compensation. Our current equity programs consist of restricted stock awards, which we believe are stronger motivational tools for employees when compared to alternatives such as stock options. Restricted shares provide some value to an employee during periods of stock market volatility, while stock options may have limited perceived value and may do little to retain and motivate employees when the current value of our stock is less than the option price. Although our 2013 Plan allows for various equity instruments, we intend to make future grants primarily in the form of restricted stock.

The restricted stock awards provide for immediate vesting upon a change in control, as defined by the 2013 Plan. We would likely need the assistance of several key employees to successfully conclude a transaction resulting in a change in control. We believe immediately vesting the awards may serve to reduce concerns, other than continued employment, such employees may have with respect to any potential change in control transaction and may motivate them to complete the transaction.

We have a policy which prohibits our directors and certain employees, including our executive officers, from holding our securities in a margin account or pledging our securities as collateral, unless permission is received from our General Counsel in writing. TheWe also have a policy that prohibits the same

The purpose of the DCP is to (i) give DCP participants, including the NEOs, an additional tool to use in planning their savings and for retirement; and (ii) provide a vehicle to allow employee DCP participants, all of whom are limited in their participation in the Company’s 401(k) (as defined below) due to limits imposed under federal tax rules (“Limits”), to receive similar benefits in connection with Company matching contributions as employees whose ability to receive Company matching contributions is not impacted by the Limits. The DCP permits the Company to make discretionary matching and other contributions to a participant’s account, although the Company did not make any such contributions to the NEOs’ accounts within the DCP during the 20182019 year. For a description of the material features of the DCP see the narrative “Description of Deferred Compensation Plan” on pages37 and38pages 39 and 40 below.

In 2018,2019, we allowed Mr. Hamm and Mr. Stark to use the corporate aircraft for personal trips. The value of such trips is calculated according to IRS guidelines and reported as taxable income to him. On occasion the spouses and guests of NEOs may accompany them on business-related trips. Aircraft usage and travel by spouses and guests are valued for disclosure in our proxy statement based on the aggregate incremental cost to us.

We have a defined contribution retirement plan (“401(k)”) covering all full-time employees. Our contributions to the plan are discretionary and based on a percentage of eligible compensation. On July 1, 2014, theThe 401(k) provides for Company elected to increase the contribution

Impact of Accounting and Tax Treatment

We believe it is important to have flexibility in designing the compensation program in a manner to achieve the objectives described above under “Compensation Objectives.” Therefore, while we consider the accounting and tax treatment of certain forms of compensation in the design of our compensation program, the accounting and tax treatment is not a determinative factor.

Prior to 2018, under Section 162(m) of the Internal Revenue Code, a publicly-held company could deduct for federal tax purposes no more than $1,000,000 of annual compensation paid to its principal executive officer and each of its three other most highly-paid officers other than the principal financial officer, unless the compensation was “performance-based compensation.” These Section 162(m) restrictions applied to salary, bonuses, and other compensation not directly tied to performance conditions. Our compensation program prior to 2018 did not meet the requirements for tax deductibility of annual compensation in excess of $1,000,000 because the relevant compensation was not payable solely on account of the attainment of one or more performance goals. Beginning with 2018, Section 162(m) of the Code generally does not contain an exception for “performance-based compensation.” Therefore, we do not expect the restrictions of Section 162(m) of the Code to play any role in our compensation decisions going forward.

The following table sets forth the compensation of our Principal Executive Officer, Principal Financial Officer, and the three other most highly compensated executive officers during 2018.2019. We refer to these five individuals collectively as the “NEOs” for 2018.2019. Mr. Gould resigned from his positionHamm served as our Senior Vice President, ProductionChief Executive Officer during 2019, and Resource Developmentassumed his current role as our Executive Chairman on March 6, 2019, effective March 20, 2019. He is includedJanuary 1, 2020. As result, Mr. Hamm appears in the table below as an NEO since he was employed byour Principal Executive Officer. The title appearing in the Company attable below, and the end of 2018.tables that follow, is his current title. Compensation is shown for years 2016, 2017, 2018 and 2018,2019, as applicable.