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)all boxes that apply):

Continental Resources, Inc.

Invitation to 20212022 Annual Meeting of Shareholders

April 8, 20217, 2022

Dear Fellow Shareholder:

Please join us at our virtual Annual Meeting on Thursday, May 20, 2021,19, 2022, where you will be asked to vote on: (i) the election of the directors named in this Proxy Statement to the Board of Directors; (ii) the adoption of the 2022 Long-Term Incentive Plan; (iii) the ratification of the selection of the independent auditors; and (iii)(iv) the approval, by a non-binding vote, of the compensation of our named executive officers.

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 8, 2021,7, 2022, 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 20212022 Annual Meeting, 20202021 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 8, 2021,7, 2022, we will also mail paper copies of our Notice and Proxy Statement, 20202021 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 relating to the matters to be acted upon at the Annual Meeting. Members of the senior management of Continental Resources, Inc. and our Board of Directors will be present.

Whether you are able to attend the 20212022 Annual Meeting, 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.

IWe hope you participate on May 20th.19th.

Harold G. Hamm

Executive Chairman

William B. Berry

President and Chief Executive Officer

CONTINENTAL RESOURCES, INC.

20 N. Broadway

Oklahoma City, Oklahoma 73102

Notice of Annual Meeting of Shareholders

To Be Held On May 20, 202119, 2022

TO THE HOLDERS OF SHARES OF COMMON STOCK:

The 20212022 Annual Meeting of Shareholders (the “Annual Meeting”) of Continental Resources, Inc. (the “Company,” “we,” “our,” or “us”) will be completely virtual and will be conducted via live audio webcast on May 20, 2021,19, 2022, at 10:00 a.m. C.D.T. You will be able to attend the Annual Meeting by visiting https://web.lumiagm.com/294221297.

We are holding the Annual Meeting 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.

Shareholders of record, at the close of business on March 24, 2021,23, 2022, 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. As always, we encourage you to vote your shares prior to the Annual Meeting.

A list of all shareholders entitled to vote at the Annual Meeting will be available for inspection during normal business hours at least ten days prior the Annual Meeting. Our offices located at 20 N. Broadway, Oklahoma City, Oklahoma 73102 are currently closed to the public due to the coronavirus (COVID-19) pandemic. Shareholders wishing to inspect shareholder lists in advance of, or during the annual meeting should send an email to ShareholderList@clr.com and follow the instructions received in response to the email.

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. EissenstatJames R. Webb

Eric S. EissenstatJames R. Webb

Secretary

DATED: April 8, 20217, 2022

CONTINENTAL RESOURCES, INC.

TABLE OF CONTENTS

Proxy Summary

This summary contains highlights about Continental Resources, Inc., and our subsidiaries (the “Company”) and the upcoming 20212022 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.

20212022 Annual Meeting of Shareholders

Voting Matters and Board Recommendations

20202021 Performance Highlights

Generated $1.42a Company record $3.97 billion in cash flows from operations.

Reduced costsIncreased net income to $4.56 per diluted share in response2021, compared to the COVID-19 (novel Coronavirus) pandemic (the “pandemic”), with production expenses averaging $3.27a net loss of $1.65 per Boe fordiluted share in 2020.

Reduced non-acquisition related capital expendituresAdded over 237 MMBoe to $1.16 billion, a 56% reduction compared to 2019 and 3% below a revised budget, while delivering production in line with or better than targets.the Company’s proved reserves through acquisitions.

Dramatically curbed productionDiversified the Company’s operations by adding over 146,000 net leasehold acres in the first half of 2020,Permian Basin, establishing the Company’s presence in responsesuch basin and adding over 217,000 net leasehold acres to the pandemic, allowing us to preserve resources for saleCompany’s assets in a more favorable commodity price environment.the Powder River Basin.

Successfully pivotedSequentially increased the quarterly dividend throughout the year to $0.20 per share in fourth quarter.

Executed $123,924,127 million in share repurchases, resulting in the second halfacquisition of 2020 to restore curbed production and achieve 2020 fourth quarter average production of 339 MBoepd, positioning the Company to benefit from recent improvements in commodity prices in 2021.3,198,571 shares.

Achieved targeted reductionscontinued improvement in all-in completed well costssafety performance, with Total Recordable Incident Rate decreasing to 0.33 in the Bakken and Oklahoma for 2020.

Navigated the pandemic and preserved our team for more favorable market conditions.2021.

Implemented effective work-place health and safety measures, allowing our teams to operate at a high level throughout the pandemic.

Reduced air emissions by increasing gas capture to 98.3% in 2020 versus 96.2% in 2019 and issued a comprehensive report regarding environmental, social and corporate governance (“ESG”) stewardship.

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, President, Chief Executive Officer, and PresidentExecutive Vice Presidents 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 Committee and Nominating, Environmental, Social & Governance Committee (the “Nominating Committee”), 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.

Declassified Board structure.

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 Committee and the Board.

Implemented an initiative to improve diversity and inclusion on an ongoing basis.

Continued ongoing efforts to address ESG stewardship, including publication of an ESG report.

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 48.57.

Proposal 1:

Election of Directors

the advisory board of Triten Energy Partners and the Board of 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 midstream and industry experience and director expertise qualify him to serve on our Board.Board and as Chairman of our Compensation Committee.

We are a “controlled company” within the meaning of the listing standards of the NYSE because a limited liability company owned by our Executive 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 composed entirely of independent directors.committees. However, we are required to have an independent Audit Committee, and we have voluntarily established a Compensation Committee composed entirely of independent directors and a Nominating 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. McCain, McNabb, Monroe, and Taylor 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. Mr. Hamm is not an independent director due to his service as our Executive Chairmanownership of the Company and the extent of his control over the Company. Mr. Berry is not an independent director due to his service as our President and Chief Executive Officer. Ms. Lambertz is not an independent director due to her relationship to Mr. Hamm (Ms. Lambertz is the daughter of Mr. Hamm) and her current service as our Executive Vice President, Chief Culture Officer and Senior Vice President, Human Resources.Administration Officer. Members of each committee are elected annually by the Board and serve for one yearone-year terms, until their successors are elected and qualified or until their earlier resignation or removal.

The Board held 109 meetings and acted by unanimous consent 63 times during the year ended December 31, 2020.2021. Directors are expected to attend all meetings of the Board and the committees on which they serve. To be re-nominated, directors must have attended at least 75% of the Board and applicable committee meetings during their term, and all directors did so during 2020.2021. All then incumbent directors attended the 20202021 Annual Meeting of Shareholders and all directors plan to attend the 20212022 Annual Meeting. Under our Corporate Governance Guidelines, attendance at the Annual Meeting is listed as a 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 non-employee Chairman, a role he assumed May 19, 2021. Prior to this he served as Executive Chairman. Mr. HammChairman from January 1, 2020 to May 19, 2021. He assumed the role of Executive Chairman as of January 1, 2020, in connection with transitioning the role of Chief Executive Officer to Mr. Berry as of January 1, 2020. Prior to January 1, 2020, Mr. Hamm served in the combined role of Chairman and Chief Executive Officer.

As Executive Chairman,a result of Mr. Hamm’s successful efforts in transitioning primary responsibility for oversight of the Company’s activities, Mr. Hamm has been able to transition to the role of non-employee Chairman. In such capacity Mr. Hamm is both an officerable to leverage his extensive industry

experience and employeeknowledge of the Company. The role of Executive Chairman has been structured so Mr. Hamm canCompany to provide the Company withand the Board continued support regarding Board,in relation to 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 Committees Our Board has three standing committees: (i) an Audit Committee; (ii) a Compensation Committee; and (iii) a Nominating Committee. Each committee is governed by a written charter approved by the full Board. These charters form an integral part of our corporate governance policies and are available on our website, www.CLR.com.

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 2020:2021:

Additional Information Regarding the Audit Committee. Pursuant to its Charter, the Audit Committee has the authority to retain outside counsel or other experts to advise the Committee in connection with the exercise of its powers and responsibilities. In discharging its oversight role, the Audit Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the Company. The Audit Committee meets at least quarterly with our senior management, our

In 2020,2021, 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.

Additional Information Regarding the Compensation Committee. The role the Compensation Committee plays in establishing our executive officer compensation is further described below in “Executive Compensation and Other Information—Compensation Discussion and Analysis.” The Compensation Committee has the authority to retain or terminate consultants, including the authority to approve the consultants’ fees and other retention terms. In 2020,2021, the Compensation Committee employed Meridian Compensation Partners, LLC (“Meridian”) whose engagement is described in the Compensation Discussion and Analysis section herein. The Compensation Committee may delegate its responsibilities to one or more of its members, to the extent such delegation is consistent with any legal or other requirements that may apply to the actions subject to the delegation.

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 February 2021 and our Code of Business Conduct and Ethics in September 2014.February 2022. 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 our non-management directors to meet in regularly scheduled executive sessions. As Lead Director, prior to the 2020 Annual Meeting Mr. Monroe presided over 2executive sessions in 2020. After the 2020 Annual Meeting, Mr. McNabb presided as Lead Director over 24 executive sessions through the end of 2020.during 2021.

Each year, the Board and its committees perform a self-evaluation. As required by the Company’s Corporate Governance Guidelines, the Nominating 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 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 Committee reviews the summary and the Board is informed of self-evaluation results and recommendations. If appropriate, the Board evaluates the information presented and adopts any recommended improvements determined to be necessary or 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 an e-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 and non-employees and 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 Committee. Our Nominating Committee is responsible for assessing the skills and characteristics of Board members and for screening potential Board candidates. While the Nominating 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 function as a team member and communicate effectively;

professional and personal accomplishments;

understanding of strategic issues;

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 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 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 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 or nomination 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 or re-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 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. McNabb, Monroe, and Taylor. For a discussion of changes to the composition of the Compensation Committee during 2020, please see the footnote to the table regarding the Compensation Committee appearing on page 13 above. During 2020,2021, 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, or sister-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.considered and will prohibit any transaction it determines is inconsistent with the interests of the Company and its shareholders. The Audit Committee is responsible for overseeing the establishment of processes designed to ensure the Company’s management evaluates related party transactions and presents for Audit Committee review those transactions it determines have the potential to conflict with the interests of the Company and its shareholders. In connection with the foregoing, the Company’s management may consider the Company’s past experience with related party transactions in making a determination regarding whether a related party transaction has the potential to adversely impact or conflict with the interests of the Company and its shareholders.

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 2020,Except as otherwise noted below, in 2021, we participated in the related party transactions described below. In 2021, there were transactions involving the compensation of Mr. Hamm (during the period from January 1, 2021 to May 19, 2021 when he served as our Executive Chairman), Ms. Lambertz and Tomas Lerum (Mr. Hamm’s son-in-law), which are discussed below. 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.”Agreement” and the compensation of Mr. Hamm in connection with his service as Executive Chairman during 2021. Mr. Hamm’s compensation as Executive Chairman for the period from January 1, 2021 to May 19, 2021 is described below since his total compensation for service to the Company in all capacities during 2021 wasn’t large enough for him to qualify as an NEO (as defined below). Mr. Hamm’s compensation as our non-employee Chairman from May 19, 2021 to December 31, 2021 is described in the 2021 Director Compensation Table on page 20 below. To get a complete picture of all compensation paid to Mr. Hamm during 2021, please read the information appearing below under “Harold Hamm Compensation” together with the information for Mr. Hamm provided in the 2021 Director Compensation Table.

Royalty and Common Ownership

In 2020,2021, we received approximately $305,000$128,000 from the Harold G. Hamm Trust (the “Hamm Revocable Trust”), a trust of which Harold G. Hamm, our Executive Chairman, 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 $229,000$359,000 in 20202021 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, 2020,2021, approximately $17,000$33,000 was due from the Hamm Revocable Trust and approximately $18,000$34,000 was due to the Hamm Revocable Trust.

Aircraft Related Matters

From time to time, we allow certain affiliates to use our corporate aircraft and crews and have used the aircraft of Transwestern Transports, LLC (“Transwestern”), an entity owned by Mr. Hamm, pursuant to a dry lease agreement which contains terms customary in the air transport industry to facilitate efficient transportation of personnel. In 2020,2021, we paid Transwestern approximately $158,000$ 84,000 for use of its aircraft and reimbursement of expenses and do not owe anythingowed $26,000 to Transwestern at December 31, 2020.2021. Additionally, in 2021 we received approximately $5,000 from Transwestern for use of our aircraft crews and at December 31, 2021 Transwestern owed us approximately $6,300. We also have a similar dry lease agreement to use an aircraft owned by Berriere Capital LLC, an entity owned by Mr. Berry, butand this agreement went into effect in February of 2021.At December 31, 2021, and there has been no activity under this agreement asapproximately $7,000 was due to Berriere for use of April 8,its aircraft in 2021.

Harold Hamm Compensation

In 2021, Mr. Hamm served as Executive Chairman during the period described above. During this time, he received salary payments of $201,638 and other compensation of $38,526 for total Executive Chairman compensation of $240,164. The other compensation is comprised of $9,138 for personal aircraft use, $2,899 for vehicle use, $26,000 in Company matching contributions to Mr. Hamm’s account in our 401(k) plan and $489 for a club membership. See Footnotes 3(a) and 3(b), respectively, to the Summary Compensation Table on page 36 below for an explanation of how we calculate the incremental cost for aircraft and vehicle use.

Shelly Lambertz Compensation

During 2020, until the promotion described in the paragraph below, in connection with her service as the Company’s Vice President, Human Resources,In 2021, Ms. Lambertz received the following compensation: (i) annual base pay of 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 $400,000; 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.

In February, 2020, Ms. Lambertz was promoted toserved as Chief Culture Officer and Senior Vice President, Human Resources. In connection with her promotion,this role, 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. In association with the promotion, Ms. Lambertz also received an additional aggregate amount of $180,375 added to existing restricted

Director Compensation

The Compensation Committee reviews annually the total compensation paid to our non-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 of non-employee directors for the year ended December 31, 2020:2021:

We reimburse all directors for reasonable out-of-pocket expenses incurred in connection with their services as directors in accordance with our general expense reimbursement policies. Non-employee directors may participate in our medical and dental benefit programs,

Executive Compensation and Other

Information

Our current executive officers are named below:

The information appearing in the table above is as of April 8, 2021.7, 2022.

For a description of the business background and other information concerning Messrs. HammMr. Berry and BerryMs. Lambertz 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 20202021 compensation package for these executives was determined. Following this discussion are tables that include compensation information for the NEOs. The NEOs for 20202021 are as follows:

Harold G. Hamm, Executive Chairman;

William B. Berry, President and Chief Executive Officer;

Jack H. Stark, President and Chief Operating Officer;former President;

John D. Hart, Senior Vice President, Chief Financial Officer and Chief Strategy Officer; andExecutive Vice President of Strategic Planning;

Patrick W. Bent, former Senior Vice President, OperationsOperations; and

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 a changing commodity price environment. As such, we do not apply rigid formulas in determining the amount and mix of compensation elements.

For 2020,2021, the Compensation Committee evaluated how the following elements (collectively, the “Primary Compensation Elements”) of our compensation program compare to similarthe compensation awarded by the members of the then current compensation survey group, with the Compensation Committee considering how the elements of our compensation compare to the compensation for executives of similarly situated companies.group. The Compensation Committee’s analysis consists of comparing the market data of base salary, cash bonus, long-term incentive equity awards and total compensation at the 25^th, 50^th and 75^thpercentiles of the current compensation survey group to the compensation of each of our NEOs. Total compensation for each NEO is structured to target compensation levels near the 50^th percentile, taking into account responsibilities and duties, experience, individual performance, and time in position. The 20202021 target levels were designed to emphasize compensation elements whose value depends on Company performance.

Based on the strength of 2019’s accomplishments, the need to ensure the Company’s compensation remains competitive with its industry peers andAa a reviewresult of the information customarily provided in connection withCOVID-19 pandemic’s impact on our industry and the compensation process,global economy, the Compensation Committee determined it was not appropriate to adjustincrease salaries in February 2020.2021 in connection with our regular annual compensation analysis cycle, in spite of management’s strong performance in mitigating the impact of the pandemic on the Company. With respect to 2020,2021, bonus payments were also made based on the Company’s exceptionally strong financial and operational performance.performance, including record cash flow from operations and the Company’s success in both expanding into new operational areas and enhancing its holdings in existing operational areas. In determining the 20202021 Performance FactorsFactor (as defined below) to be used in the bonus calculation, the Compensation Committee considered the Company’s performance with respect to the sevensix bonus pool metrics and the additional factors described below in the discussion of the 2020 bonus. In light of the unprecedented events associated with the pandemic, the Compensation Committee placed substantially greater weight on the additional factors than in prior years. The Compensation Committee did this in order to appropriately reflect its evaluation of the response ofbelow. After considering the Company’s management, including the NEOs,performance with respect to challenges posed by the pandemic. Rapid adjustments to the Company’s operational plans and improvisation by management were needed in order to allow the Company to quickly mitigate the impact of the unprecedented decrease in crude oil prices occurring early in 2020. The price decrease resulted from the combined effects of: (x) reduced global demand for hydrocarbons due to the pandemic and (y) increased production of oil resulting from the decisions of the Organization of Petroleum Exporting Countries and Russia to increase production. After considering these items,metrics, the Compensation Committee determined a Company performance factor of 70%179% of target appropriatelywas appropriate, which reflected a balance of (x) the results achieved in connection with the seven bonus pool metrics, (y) the Committee’s assessment of the Company’s performance with respect to the additional factorssix metrics, without adjustment (the 179% outcome described below (and in the case of each award an individual’s contribution to the outcome of such factors) (“x” and “y” are collectivelyabove is referred to herein as the “2020“2021 Performance Factors”Factor”), and (z) the financial impact of the unprecedented drop in crude oil prices occurring in early 2020 and corresponding impact on the Company’s revenues and earnings.. The approach described in connection with the 20202021 bonus in this paragraph is referred to herein as the “2020“2021 Bonus Framework”.

Generated $1.42a Company record $3.97 billion in cash flowflows from operations.

Reduced costsIncreased net income to $4.56 per diluted share in response2021, compared to the pandemic, with production expenses averaging $3.27a net loss of $1.65 per Boe fordiluted share in 2020.

Reduced non-acquisition related capital expendituresAdded over 237 MMBoe to $1.16 billion, a 56% reduction compared to 2019 and 3% below a revised budget, while delivering production in line with or better than targets.the Company’s proved reserves through acquisitions.

Dramatically curbed productionDiversified the Company’s operations by adding over 146,000 net leasehold acres in the first half of 2020,Permian Basin, establishing the Company’s presence in responsesuch basin and adding over 217,000 net leasehold acres to the pandemic, allowing us to preserve resources for saleCompany’s assets in a more favorable commodity price environment.the Powder River Basin.

Successfully pivotedSequentially increased the quarterly dividend throughout the year to $0.20 per share in the second half of 2020 to restore curbed production and achieve 2020 fourth quarter average production of 339 MBoepd, positioning the Company to benefit from recent improvements in commodity prices in 2021.

Cash Bonus – For 2020,2021, the individual bonus target levels for Mr. Hamm,Berry, Mr. Stark, Mr. Hart, and Mr. Bent remained as set in 2019.2020. Mr. Berry’s 2020Webb’s 2021 bonus target level was set in Decemberconnection with joining the Company in September of 2019 in preparation for starting his role as our Chief Executive Officer in January 2020.2021. During 2020,2021, the Compensation Committee did not adjust the bonus target levels for these individuals from those described above as their existing targets were both competitive by comparison to the defined survey group as well as internally equitable. The targets for 20202021, as a percentage of base salary, are set forth in the table below.

Long-term incentive equity awards – In February 2020,2021, long-term incentive equity awards of restricted stock were made to each of our NEOs, except for Mr. Hamm and Mr. Berry,Webb, with three-year cliff vesting at a level generally consistent with achieving the targeted percentilesgoal of awarding total compensation near the 50th percentile of the compensation survey group, as described above. As part of transitioning to his role as Executive Chairman, which went into effect on January 1, 2020, Mr. Hamm no longer receives grants of equity awards as part of his regular compensation package. When employees are hired, they typically receive a stock grant equivalent to three years of their annual target value, as of the grant date, with the initial annual target value prorated from the date of hire, vesting ratably over a three-year period. Mr. BerryWebb received such a grant on January 1, 2020.October 27, 2021. The value of the stock awarded to Mr. BerryWebb in connection with his employment was consistent with the Company’s typical practice and resulted in a larger restricted stock award for Mr. BerryWebb relative to the other NEOs in 2020.2021.

In addition, with respect to the Primary Compensation Elements generally, awards made to each of the NEOs other than Mr. Hamm,Berry, also reflected the Compensation Committee’s evaluation of the performance of each of the NEOs with respectin contributing to the 2020six metrics included in the 2021 Performance FactorsFactor and other factors described below in connection with the discussion of each of the Primary Compensation Elements. Mr. Berry’s compensation is set by the Board based upon the recommendation of the Compensation Committee.

Independent compensation consultants engaged by the Compensation Committee;

No individual employment agreements;

Majority of compensation is restricted stock awards for all NEOs, except Mr. Hamm, 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,President, Chief Executive Officer, and PresidentExecutive Vice Presidents and 3x of base salary for the other executive officers;

Industry-specific 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 impact our ability to achieve our business goals. 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 Form 10-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 and to maximize the alignment of the executive and shareholder interests 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.

Compensation Setting Process

In general, the Compensation Committee evaluates how the Primary Compensation Elements of our compensation program compare to similar compensation awarded by the then current compensation survey group. Although the Compensation Committee’s general approach is to award each element of compensation to align as closely as possible to the percentile indicated above, the Compensation Committee considers an individual executive officer’s performance and the external business environment, and any final compensation reflects the Compensation Committee’s discretion. The Compensation Committee believes targeting near the 50th percentile for base salary, cash bonus and long-term incentive equity results in competitive cash and equity compensation and aligns overall pay with shareholder interests while preserving considerable upside potential should Company and individual executive performance merit higher compensation. TheAs the Compensation Committee believes Mr. Hamm’s majority ownership of our Common Stock is sufficientworks to align his interests with our shareholders, without granting him additional long-term incentive equity awards in connection with his service as Executive Chairman.achieve the alignment close to the 50^th percentile, it considers an individual executive officer’s performance and the external business environment, and any final compensation reflects the Compensation Committee’s discretion . Additional detail regarding the actions of the Compensation Committee with respect to each of the Primary Compensation Elements appears in the discussion of “Elements of Compensation” below.

At the 20202021 Annual Meeting, shareholders approved through a non-binding advisory vote, the compensation of our named executive officers. Following the 2017 Annual Meeting, the Board determined to hold an advisory shareholder vote on the compensation of the Company’s named executive officers annually. This pattern will continue until the next required advisory vote on the frequency of shareholder votes on the compensation of executives, which will occur no later than our Annual Meeting of Shareholders in 2023. The Compensation Committee views the 98%92% vote in favor of approving the compensation of the Company’s named executive officers received in 20202021 as a validation of the Company’s approach to executive compensation and determined, subject to the modifications discussed below, it was appropriate to continue structuring the compensation of the Company’s NEOs consistent with its compensation philosophy. A non-binding advisory vote will be conducted again in connection with the Annual Meeting.

For 2020,2021, the Compensation Committee considered individual performance in connection with the 20202021 Bonus Framework as described above. Variations in individual awards made to each of the NEOs are impacted by the Compensation Committee’s evaluation of a given NEO’s performance. In addition, in 2020,2021, with respect to all elements of compensation for 2020,2021, the Compensation Committee considered

the executive’s current compensation arrangements; and

the executive’s contribution to enhancing the ability of the Company to generate long-term shareholder value.

For 2020,2021, once our Executive Chairman, President and Chief Executive Officer and former President and Chief Operating Officer made their compensation recommendations as described above, the Compensation Committee reviewed their recommendations and determined the appropriate final level of compensation. In the case of our Executive ChairmanPresident and Chief Executive Officer, the Compensation Committee then presented all compensation approved by the Committee with respect to these individualsMr. Berry to the Board for final approval, as required by this Committee’s charter. The independent members of our Board unanimously affirmed the cash bonus award and other compensation set by the Compensation Committee, without adjustment, for our Executive ChairmanPresident and Chief Executive Officer, in respect of their respectivehis service during 2020.2021.

The Compensation Committee has assessed the independence of Meridian 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 prevented Meridian from independently representing the Compensation Committee.

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 the 20202021 bonus, paid in March 2021,February 2022 (and in Mr. Bent’s case, paid in January 2022), the Compensation Committee continued usingused the following factors used to pay the bonuses for 2019 (paid(adopted in February 2020) (referred to herein as the “2019 Factors”), in combination with the additional factors (which were given substantially greater weight than in the past),March 2021) to determine the final size of the bonus pool. For 2020, the additional factors centered on the direction given by the Committee to our management in responding to the events precipitated by the pandemic as discussed below. The 2019 factors were:pool: net cash provided by operating activities (25%); return on capital employed (25%); production growth (15%); relative total shareholder return (10%); reserve growth (10%resource replacement ratio (20%); health, safety and environmental performance (10%); production growth (10%); and proved developed finding and development cost per barrel of oil equivalent (5%(10%). The Compensation Committee has complete discretion to increase, decrease or leave the size of the pool unchanged. 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 Final Pool Size to the Target Pool Size is used to determine the Company multiplier in the calculation of an individual’s bonus amount under the CLR Bonus Plan.

In determining to continue the factors from 2019 in 2020, For 2021, the Compensation Committee was aware ofbelieved the issues and challenges confronting the Company in relationresults achieved with respect to the pandemic,six metrics described above were exceptional and it realized a successful response tobased on such a rapidly evolving situation would necessarily requireresults the Company’s management to respond to conditions that were volatile and highly unpredictable. Accordingly,Final Pool Size was 79% higher than the Compensation Committee did not believe it would be useful to adjust the bonus metrics it had previously adopted, since it was unclear what actions would be needed in order to allow the Company to best mitigate the unprecedented impacts anticipatedTarget Pool Size, as a result of the pandemic and to put the Company in the best competitive position to move forward once the pandemic and its effects were mitigated and better understood. The Compensation Committee concluded it would be prudent to carry-forward the factors that were deemed appropriate prior to the onset of the pandemic and then to use the discretion affordedreflected by the CLR Bonus Plan’s structure to evaluate management’s response to the pandemic. It took this approach with the understanding it would evaluate the Company’s success based on management’s performance in: (x) ESG, protecting employees and preserving Company assets for more favorable market conditions, (y) reducing costs and capital expenditures to preserve financial flexibility and liquidity and (z) generating the maximum amount of cash

The following table shows target annual cash bonus amounts as a percentage of base earnings for each of the NEOs in connection with the bonuses for 20202021 which were paid in March 20212022 under the CLR Bonus Plan:

Annual cash bonuses for the NEOs are determined concurrently with the year-end audited financial statements and reserve report. We have adopted a clawback policy that is applicablereport and are subject to the bonus for 2020 paid in March 2021 and to future awards under the CLR Cash Bonus Plan.Company’s clawback policy. For more information regarding the clawback policy, please see “CLR Clawback Policy” on page 3433 below.

The awards for each of the NEOs other than Mr. Berry were approved by the Compensation Committee. Mr. Berry’s awards were approved by the Compensation Committee and by the full Board based on the recommendation of the Compensation Committee. Mr. Stark forfeited 82,679 shares in connection with his retirement in April 2022. In connection with his retirement from the Company in January 2022, Mr. Bent forfeited 58,915 of the shares listed in the table above.

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 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 an effective motivational tool which aligns executive interests’ with shareholders.

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.

a policy that prohibits the same group from hedging any Company securities held by them. For a discussion of our hedging policy, see “Hedging Policy” on page 3534 below.

The Company has a Common Stock ownership requirement for our executive officers. Each such officer is required to own shares of our Common Stock at least equal to a specified multiple of such officer’s base salary. The table below lists base salary multiples applicable to the different positions within this group:

Until the stock ownership guideline is achieved, each such officer is required to retain 100% of the “net shares” received as a result of restricted shares granted under our 2013 Plan. “Net shares” are the number of shares that remain after shares are sold or withheld to pay withholding taxes. The calculation is determined as of December 31 each year based upon the average closing price of the Common Stock for the year compared to the officer’s base salary as of such date. Shares owned directly by, or held in trust for, the officer or his or her immediate family members residing in the same household and unvested restricted shares are included in the calculation.

The Compensation Committee reviews the compliance of each executive officer with the stock ownership guidelines each year and it may choose to reduce or eliminate future restricted stock grants under the 2013 Plan, or any other equity-based compensation plan that we may maintain, for any executive officer not in compliance with the stock ownership guidelines. Compliance with the guidelines is also determined each time any executive officer sells shares, based on the closing price of our Common Stock on the date clearance to sell the relevant shares is granted. The Compensation Committee reviewed the NEOs’ and other applicable officers’ stock ownership as of December 31, 20202021 and determined each NEO and other applicable officers were in compliance with the guidelines.

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 an employee participant’s account, although the Company did not make any such contributions to the NEOs’ accounts during the 20202021 year. For a description of the material features of the DCP see the narrative “Description of Deferred Compensation Plan” on pages 3938 and 4039 below.

In 2020,2021, we allowed Mr. Hamm and Mr Berry 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.

All full-time employees may participate in our health and welfare benefit programs, including medical, dental, vision care, life insurance and disability insurance. We provide all full-time employees with life insurance coverage of the lesser of two times base salary or $1,000,000 and allow them to purchase supplemental coverage. We do not sponsor any qualified or non-qualified defined benefit plans.

In order to be subject to recovery, an award must have been based in whole or in part on measures impacted by the restatement. The amount to be recovered is any excess value received by the executive officer as a result of the measures impacted by the restatement. Any matching award under the Company’s DCP impacted by the measures subject to restatement is also subject to recovery. The Compensation Committee has discretion to determine how recovery is to be achieved, which may include, among other things, seeking reimbursement, cancelling other outstanding equity awards, or reducing future compensation. Simple interest will be applied to any recovery amount.

Since all current outstanding equity awards are restricted stock awards subject to time-based vesting, and we have not made matching awards under the DCP since 2015, the only compensation that mayis required to be subject to the policy as of the date of this proxy statement are awards made under the CLR Bonus Plan. In order to receive a CLR Bonus Plan award, each serving executive officer must execute an agreement agreeing to abide by the terms of the clawback policy. Each such executive officer executed such an agreement in connection with the bonus for 2020,2021, paid in March 2021.2022.

The clawback policy is administered by the Compensation Committee. The Compensation Committee has discretion to waive or limit the amount to be recovered under the clawback policy if it determines such action is justified in its business judgment. Among others, circumstances that may be considered by the Compensation Committee in exercising discretion to waive or limit recovery are the passage of time, whether the cost of recovery outweighs the benefit to the Company, and whether the recovery will remedy the wrongful conduct or aid in preventing its recurrence.

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.” 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.

We have a policy that prohibits our directors and certain employees, including our executive officers, from engaging in transactions which may hedge the value of our securities, including, without limitation, buying or selling puts and calls for, or engaging in short sales of, our securities. While the policy does not specifically address prepaid variable forward contracts, equity swaps, collars, and exchange funds, in applying the policy, the Company would consider these transactions to be hedging transactions. This policy applies to all types of awards under our 2013 Plan, including awards of restricted Common Stock, which are the only types of awards currently outstanding under our 2013 Plan and also applies to Company securities otherwise acquired by our directors, executive officers and certain other employees. Employees, including our executive officers, are selected to be subject to this policy based on their access to material information about our Company, as part of their day-to-day responsibilities. Directors are also included in this policy based on their access to material information about the Company. The purpose of the prohibition against hedging is to align the interests of our directors and the employees described above with the performance and prospects of the Company.

In accordance with its written charter adopted by the Board, the Compensation Committee of the Board is responsible for overseeing awards to employees of stock or other equity compensation and determining and approving the individual elements of the total compensation of the President and Chief Executive Officer, the other NEOs and other senior executive officers and recommending the compensation of the President and Chief Executive Officer for approval by the Board. The Compensation Committee is also obligated to communicate to shareholders information regarding the factors and criteria on which the President and Chief Executive Officer’s compensation was based, including the relationship of the Company’s performance to the President and Chief Executive Officer’s compensation, and the specific relationship of corporate performance to executive compensation overall.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (“CD&A”) above with management. Based on this review and discussion, the Compensation Committee recommended to the Board that this CD&A be included in this Proxy Statement.

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 2020.2021. We refer to these five individuals collectively as the “NEOs” for 2020.2021. All titles shown below are the titles held by the NEOs as of April 7, 2022, except for Mr. Hamm servedStark and Mr. Bent, who retired from service with the Company in April 2022 and January 2022, respectively. An explanation of the titles held by the individuals listed below during 2021 is set forth at the beginning of the “Compensation Discussion and Analysis” discussion on page 23. The titles shown for Mr. Stark and Mr. Bent in the table below and the subsequent tables are the titles they each held at the time of their respective retirements. Mr. Webb joined the Company as ourSenior Vice President, General Counsel, Chief ExecutiveRisk Officer during 2019 and 2018,Secretary on September 1, 2021 and assumed his current role as our Executive Chairman on Januarythe information shown for Mr. Webb in the table below and the subsequent tables reflects the period from September 1, 2020. Mr. Berry started service as our Chief Executive Officer on January 1, 2020.2021 through the end of the year. Compensation is shown for years 2018, 2019, 2020 and 2020,2021, as applicable for years in which the individual was deemed to be an NEO.