BIOGRAPHICAL INFORMATION REGARDING OUR NOMINEES

Below is the biographical ~~information and~~ information regarding the business experience, qualifications and skills of each nominee selected for election as a director ~~nominee that led~~of the ~~Board to conclude that the director nominee is qualified to serve on~~Company. Mr. Jorden, our ~~Board. Mr. Dinges,~~ Chairman, ~~President and~~ Chief Executive Officer isand President, and Mr. Dinges, our former Executive Chairman, are the only employee orand former employee, respectively, of the Company on the Board.

The Board and the Governance and Social Responsibility Committee believe that, individually and as a whole, the director nominees possess the qualifications, varied tenure and independence to provide effective oversight of ~~Directors.~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 12

the business and quality advice and counsel to the Company’s management that will lead to optimal economic outcomes.

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	~~Dorothy~~ DOROTHY M. ~~Ables~~ABLES
	AGE: 66
~~Age:~~60	DIRECTOR SINCE: 2015
~~Director Since:2015~~	Independent
~~Committee Memberships:~~	COMMITTEE MEMBERSHIPS: • Audit ~~Compensation~~(Chair) • Governance and Social Responsibility

		Reason for Nomination Ms. Ables brings to the Board a depth of experience in the natural gas transportation and marketing aspects of our industry, as evidenced by her numerous leadership positions at Spectra Energy Corp. and Duke Energy for over 25 years. Her extensive experience in pipeline, processing and midstream businesses tie specifically to our natural gas transportation and oil and natural gas marketing strategies. Ms. Ables is also very active in community and charitable endeavors, including serving on the Board of Directors of the Houston Methodist Hospital Foundation since May 2017 and the Board of Trustees of United Way of Greater Houston since April 2018, having also previously served from 2008 to April 2016. Ms. Ables’ diverse background, including industry expertise and finance, human resources, information technology and corporate governance experience, as well as her corporate leadership experience, make her a valuable contributor to our Board and the committees on which she serves.
~~Business Experience:~~
~~Business Experience:~~
● CAREER HIGHLIGHTS • Spectra Energy ~~Corp~~
● CAREER HIGHLIGHTS • Spectra Energy ~~Corp~~	- Corp. – Chief Administrative ~~Officer~~
	Officer—2008 – ~~November 2008 to February~~ 2017
	- – Vice President, Audit Services and Chief Ethics & Compliance ~~Officer~~
	Officer—2007 – ~~2007 to November~~ 2008

	● • Duke Energy Corporation
	- – Vice President, Audit ~~Services~~
	Services—2004 – ~~2004 to~~ 2006

	● • Duke Energy Gas Transmission
	- – Senior Vice President and Chief Financial ~~Officer~~Officer—1998 – 2004		CURRENT PUBLIC COMPANY BOARDS • Martin Marietta Materials, Inc. – 2018 – Current
	~~– 1998 to 2004~~ PUBLIC COMPANY BOARDS WITHIN THE PAST FIVE YEARS • None

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	ROBERT S. BOSWELL
	AGE: 74
	~~Other Directorships:~~DIRECTOR SINCE: 2015
	Independent
	● ~~Spectra Energy Partners GP, LLC~~ COMMITTEE MEMBERSHIPS: • Audit • Environment, Health & Safety
	~~- 2013 to February 2017~~ POSITION: • Lead Independent Director (effective January 1, 2023)

~~Key Skills, Attributes and Qualifications:~~

Ms. Ables brings a depth of experience in the natural gas transportation and marketing aspects of our industry, having served in positions of leadership with Spectra Energy Corp and its predecessor companies for over 30 years, as well as extensive financial expertise to our Board. The Board considered Ms. Ables’ extensive experience in the pipeline, processing and midstream business as adding value to our stockholders at a time in our business when transportation is crucial to our strategy. Ms. Ables’ financial expertise acquired through serving as Chief Financial Officer of Duke Energy Gas Transmission and later as Vice President of Audit Services of both Spectra Energy Corp and Duke Energy was also a key attribute leading to her appointment. Most recently, Ms. Ables has gained executive experience as the Chief Administrative Officer of Spectra Energy Corp, from 2008 until her February 2017 retirement effective upon Spectra’s merger with Enbridge Inc. While serving in that role, Ms. Ables had responsibility for human resources, information technology, community relations and support services. Ms. Ables has prior governance experience gained from service on the Board of Directors for Spectra Energy Corp’s publicly traded master limited partnership, Spectra Energy Partners, LP, and has served on the Board of Directors of BJ Services, Inc. since July 2017. Ms. Ables is also very active in community and charitable endeavors, including serving on the Board of Trustees of United Way of Greater Houston from 2008 to April 2016. This diversity of background and leadership experience make her a valuable contributor to our Board and to the Audit and Compensation Committees of our Board.

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 13

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	~~Rhys J. Best~~	Reason for Nomination Mr. Boswell has management and operating experience as an executive in the upstream oil and gas industry and brings an extensive technical understanding of the development of oil and gas reserves, as well as financial expertise, to our Board. Mr. Boswell’s career includes serving as Chairman and Chief Executive Officer of exploration and production companies throughout the life cycle of capital-raising and the growth of reserves, production and profitability for over 30 years. His success with unconventional resource plays (including with the sale of Laramie Energy I, LLC, a private company that he founded, for over $1 billion) brings important expertise to the Company’s operations. Mr. Boswell is the immediate past chairman and a director of the Western Energy Alliance, and serves on the executive board of the Colorado Oil & Gas Association. Mr. Boswell’s operations, management, technical and financial expertise are a tremendous asset to our Board and the committees on which he serves.

	~~Age:~~71
~~Director Since:2008~~
~~Committee Memberships:Compensation (Chairman), Corporate Governance and Nominations~~

~~Business Experience:~~

	● ~~MRC Global Inc.~~
	● ~~MRC Global Inc.~~	~~- Non-Executive Chairman of the Board~~
	~~– April 2016 to present~~	~~- Non-Executive Chairman of the Board~~

	● ~~Austin Industries, Inc.~~
	~~- Non-Executive Chairman of the Board~~
	~~– 2012 to 2017~~

	● ~~Crosstex Energy L.P.~~
	~~- Chairman of the Board (non-executive)~~
	~~– 2009 to March 2014~~

	~~Other Directorships:~~

	● ~~Trinity Industries, Inc.~~
	~~– 2005 to present~~

	● ~~MRC Global Inc.~~
	~~– 2008 to present~~

	● ~~Commercial Metals Company~~
	~~– 2010 to present~~

	● ~~Crosstex Energy L.P.~~
	~~– 2004 to March 2014~~

~~Key Skills, Attributes and Qualifications:~~

Mr. Best brings decades of significant management, leadership, transactional and financial experience to our Board. Mr. Best currently serves as Non-Executive Chairman of the Board of MRC Global Inc., the largest global distributor, based on sales, of pipe, valves and fittings and related products and services to the energy industry. Prior to his appointment to this position with MRC Global in 2016, Mr. Best served as Non-Executive Chairman of the Board of Crosstex Energy L.P., a large publicly traded midstream company, from 2009 through its combination with the midstream assets of Devon Energy Corporation in 2014 to create EnLink Midstream Partners, LP, one of the largest midstream companies in the United States. This tremendous experience enables him to provide valuable insights into the transportation aspects of our business and enhances the overall strategic oversight capabilities of our Board. Mr. Best’s distinguished career includes serving as Chairman and CEO of Lone Star Technologies, Inc., a former publicly traded company servicing the oil and natural gas industry, and holding positions of leadership in the banking industry. In addition to his considerable management and financial expertise, Mr. Best brings to bear an extensive corporate governance background from his current and former service on public company boards and as Immediate Past Chairman of the Board of the National Association of Corporate Directors, North Texas Chapter. This diverse experience enables Mr. Best to bring unique and valuable perspectives to the Board and makes him particularly qualified to serve as the Chairman of the Compensation Committee and a member of the Corporate Governance and Nominations Committee of the Board.

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 14

CAREER HIGHLIGHTS

•

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	~~Robert S. Boswell~~

	~~Age:~~68
	~~Director Since:2015~~
	~~Committee Memberships:Audit, Corporate Governance and Nominations,Safety and Environmental Affairs (Chairman)~~


	~~Business Experience:~~

	● Laramie Energy, LLC
	- – Chairman of the Board and Chief Executive ~~Officer~~
	Officer—2007 – ~~2007 to present~~

	● Current • Laramie Energy I, LLC
	- – Chairman of the Board and Chief Executive ~~Officer~~
	Officer—2004 – ~~2004 to~~ 2007

	● • Forest Oil Corporation
	- – Chairman of the Board and Chief Executive ~~Officer~~Officer—1989 – 2003				CURRENT PUBLIC COMPANY BOARDS • None
	PUBLIC COMPANY BOARDS WITHIN THE PAST FIVE YEARS • Enerflex Ltd. – 2011 – ~~1989 to 2003~~2022

	AMANDA M. BROCK
	AGE: 63
	~~Other Directorships:~~DIRECTOR SINCE: 2017
	Independent
	● ~~Enerflex Ltd.~~ COMMITTEE MEMBERSHIPS: • Compensation • Environment, Health & Safety

		Reason for Nomination Ms. Brock has a wealth of experience in building and managing global infrastructure businesses in the oil and gas, water and power industries. Her expertise and depth of knowledge in the water management aspects of the oil and gas industry, as well as her global perspective, executive management and financial expertise, aids the Board in better understanding all aspects of our operations. Ms. Brock’s experience is widely recognized and acknowledged in the industry, as evidenced by her numerous professional awards throughout her career (including being named one of the 25 Most Influential Women in Energy by Hart Energy’s Oil and Gas Investor Magazine in 2020 and being inducted into the 2017 Greater Houston Women’s Hall of Fame). Ms. Brock currently serves as Chair of the Texas Business Hall of Fame. After completing her undergraduate studies in South Africa, Ms. Brock obtained her law degree from Louisiana State University, where she was a member of the Law Review.
	~~- June 2011 to present~~

~~Key Skills, Attributes and Qualifications:~~

Mr. Boswell has management and operating experience as an executive in the upstream industry and brings an extensive technical understanding of the development of oil and gas reserves, as well as financial expertise to our Board. Mr. Boswell’s distinguished career includes serving as Chairman and Chief Executive Officer of exploration and production companies for over 28 years, including overseeing the turnaround of Forest Oil Corporation, a mid-sized public exploration and production company, and the sale of Laramie Energy I, a private company which he founded, for over $1 billion. Throughout his career, Mr. Boswell has successfully led a number of upstream companies through the life cycle of capital-raising: growing reserves, production and profitability through both acquisitions and development of existing properties, and sale or merger and acquisition transactions. His most recent success with private companies Laramie Energy I and his current venture, Laramie Energy LLC, operating in the Piceance Basin, has provided him with tremendous experience in unconventional resource plays, which is relevant to the Company’s operations in both the Marcellus Shale and the Eagle Ford Shale. He also brings extensive financial expertise gained through both acting as Chief Financial Officer of public and private companies and supervising them as Chief Executive Officer. Mr. Boswell is currently serving as a director of Enerflex Ltd., a Canadian public company that manufactures and sells natural gas transmission and process equipment worldwide. Mr. Boswell’s management, technical and financial expertise are a tremendous asset to our Board and the committees on which he serves.

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 15

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	~~Amanda M. Brock~~ CAREER HIGHLIGHTS • Aris Water Solutions, Inc. – Chief Executive Officer—2021 – Current – President and Chief Operating Officer— 2020 – 2021 – Chief Operating Officer—2018 – 2020 – Chief Commercial Officer—2018 – 2020 • Water Standard – Chief Executive Officer—2009 – 2017				CURRENT PUBLIC COMPANY BOARDS • Aris Water Solutions, Inc. – 2021 – Current
					PUBLIC COMPANY BOARDS WITHIN THE PAST FIVE YEARS • Macquarie Infrastructure Corporation – 2018 – 2022

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	DAN O. DINGES
~~Age:~~57	AGE: 70
~~Director Since:2017~~	DIRECTOR SINCE: 2001
~~Committee Memberships:Audit, Safety and Environmental Affairs~~	COMMITTEE MEMBERSHIPS: • Executive
	POSITION: • Executive Chairman (October 1, 2021 to December 31, 2022)

	~~Business Experience:~~

	● ~~Solaris Midstream~~
	~~- Chief Commercial Officer~~
	~~– 2017 to present~~

	● ~~Water Standard~~
	- Reason for Nomination Mr. Dinges served as Cabot’s Chief Executive Officer for 20 years until the completion of the Merger and brings to the Board over 38 years of executive management experience in the oil and gas exploration and production business, as well as a deep knowledge of our business, operations, culture, long-term strategy and goals. Mr. Dinges is currently serving as a director of Highpoint Midstream LLC, a private company in the midstream sector of the oil and gas industry. Mr. Dinges possesses a diversity of corporate governance experience, including his previous service on the Board of United States Steel Corporation and charitable and industry organizations, including the American Petroleum Institute, the American Exploration Production Council, Spitzer Industries, Inc. (a private company), and Houston Methodist Hospital Research Institute.
		CAREER HIGHLIGHTS • Coterra Energy lnc. – Executive Chairman—2021 – ~~2009 to 2017~~

	● ~~Azurix~~
	~~- Executive Director and President,Americas~~
	2022 • Cabot Oil & Gas Corporation – ~~1999 to 2000~~

	~~Other Directorships:~~

	● ~~none~~

~~Key Skills, Attributes and Qualifications:~~

Ms. Brock was appointed in August 2017, adding to our Board her diverse experience and background, which she gained from her distinguished career building and managing global infrastructure businesses in the oil and gas, water and power industries. Ms. Brock is currently an investor and the Chief Commercial Officer of Solaris Midstream, a private, growth-oriented midstream company that owns, operates and designs crucial water midstream assets across key unconventional U.S. basins. Ms. Brock joined Solaris in 2017 as the Senior Commercial Advisor and assumed her current position in February 2018. Prior to that, Ms. Brock served as Chief Executive Officer of Water Standard, a water treatment company focused on water-based enhanced oil recovery, recycling and reuse of water and produced water treatment from 2009, and she remains as a strategic advisor and board member. Prior to her appointment at Water Standard, Ms. Brock served as Executive Director and President, Americas, of Azurix, a global water treatment and services company and subsidiary of Enron Corp., from 1999 to 2002, and for Enron Corp. in various other capacities from 1991, including President of a division responsible for the management of power plants, related assets and joint ventures worldwide. Her expertise and depth of knowledge in the water management aspects of the oil and gas industry, as well as her global perspective, executive management and financial expertise, were considered by our Board as key attributes leading to her appointment. Ms. Brock has received numerous professional awards throughout her career, including recently being named one of the top 25 people globally in water and wastewater in 2016 by Water and Wastewater International, being named as a Houston Business Journal honoree for Women in Energy in 2016, and most recently being inducted into the 2017 Greater Houston Women’s Hall of Fame. Ms. Brock obtained her law degree from Louisiana State University, where she was a member of the Law Review, after completing her undergraduate studies in South Africa.

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 16

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~~Dan O. Dinges~~

~~Age:~~64
~~Director Since:2001~~
~~Committee Memberships:Executive~~
~~Position:~~Chairman, President and Chief Executive ~~Officer~~Officer—2002 – 2021		CURRENT PUBLIC COMPANY BOARDS • None
	PUBLIC COMPANY BOARDS WITHIN THE PAST FIVE YEARS • United States Steel Corporation – 2010 – 2021

	PAUL N. ECKLEY
	~~Business Experience:~~AGE: 69
	DIRECTOR SINCE: 2021
	● ~~Cabot Oil & Gas Corporation~~Independent
	- COMMITTEE MEMBERSHIPS: • Compensation (Chair) • Governance and Social Responsibility

		Reason for Nomination Mr. Eckley was appointed in October 2021 in connection with the Merger. With a career spanning over 45 years, his extensive history of leadership roles and wealth of experience in investments in public and private companies, including companies in the oil and gas industry, are key attributes that make him well suited to serve on our Board. Mr. Eckley also served as Director of the Emerging Markets Growth Fund owned by the Capital Group, which included serving as Chairman of the Board. Mr. Eckley brings considerable value in his service as Chair of the Compensation Committee.
		CAREER HIGHLIGHTS • State Farm – Senior Vice President—1998 – 2020 – Vice President, Common Stocks—1995 – 1998 – Investment Officer—1990 – 1995 – Investment Analyst—1977 – 1990				CURRENT PUBLIC COMPANY BOARDS • None
						PUBLIC COMPANY BOARDS WITHIN THE PAST FIVE YEARS • Cimarex Energy Co. – 2019 – 2021

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	HANS HELMERICH
	AGE: 65
	DIRECTOR SINCE: 2021
	Independent
	COMMITTEE MEMBERSHIPS: • Compensation • Environment, Health and Safety

		Reason for Nomination Mr. Helmerich was appointed in October 2021 in connection with the Merger. His extensive experience in contract drilling services for oil and gas exploration and production companies, including his previous service at Helmerich & Payne, Inc. as the Chief Executive Officer and President, helps provide the Board with key insight into the Company’s operations, and his more than 25 years of executive experience provides a strong background for his service on the Compensation Committee. Early in his career, he was responsible for Helmerich & Payne, Inc.’s oil and gas division’s exploration and production operations, which was spun-off to become Cimarex. In addition, Mr. Helmerich’s current service as a Director and Chairman of the Board of Directors of Helmerich & Payne, Inc., and his former service as a Director of Atwood Oceanics, Inc. and Trustee of The Northwestern Mutual Life Insurance Company, provide him with additional experience and knowledge invaluable to his service on the Board.
		CAREER HIGHLIGHTS • Helmerich & Payne, Inc. – Chief Executive Officer—1989 – 2014 – President—1987 – 2012				CURRENT PUBLIC COMPANY BOARDS • Helmerich & Payne, Inc. – 1987 – Current
						OTHER PUBLIC COMPANY BOARDS WITHIN THE PAST FIVE YEARS • Cimarex Energy Co. – 2002 – 2021

	THOMAS E. JORDEN
	AGE: 66
	DIRECTOR SINCE: 2021
	COMMITTEE MEMBERSHIPS: • Executive

		Reason for Nomination Following his tenure at Cimarex as the Chief Executive Officer, President and Chairman of the Board of Directors, Mr. Jorden was appointed Chief Executive Officer and President of Coterra in October 2021 in connection with the Merger. At Cimarex, he began serving as Vice President of Exploration when the company was formed in 2002 and subsequently was elevated in 2003 to Executive Vice President of Exploration, in 2011 to Chief Executive Officer and President and then Chairman of the Board in 2012. Prior to the formation of Cimarex, Mr. Jorden held multiple leadership roles at Key Production Company, Inc., Cimarex’s predecessor, which he joined in 1993 as Chief Geophysicist. Mr. Jorden brings to the Board nearly 40 years of experience in the oil and gas exploration and production industry, as well as a deep understanding of our business, operations, long-term strategy and goals. As Chairman of the Board since 2023, his service as a director continues to create an important link between management and the Board.
		CAREER HIGHLIGHTS • Coterra Energy Inc. – Chairman—2023 – Current – Chief Executive Officer and President—2021 – Current • Cimarex Energy Co. – Chairman—2012 – 2021 – Chief Executive Officer and President—2011 – 2021 – Executive Vice President—Exploration—2003 – 2011 – Vice President—Exploration—2002 – 2003				CURRENT PUBLIC COMPANY BOARDS • None
						PUBLIC COMPANY BOARDS WITHIN THE PAST FIVE YEARS • Cimarex Energy Co. – 2011 – 2021

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	LISA A. STEWART, NACD.DC
	AGE: 66
	DIRECTOR SINCE: 2021
	Independent
	COMMITTEE MEMBERSHIPS: • Audit • Environment, Health & Safety (Chair) • Executive

		Reason for Nomination Ms. Stewart was appointed in October 2021 in connection with the Merger, and has more than 40 years of experience in the oil and gas industry. Her executive experience includes roles at Sheridan Production Partners, El Paso Corporation and El Paso E&P, and Apache Corporation, spanning reservoir engineering, business development, land and environmental, health and safety, as well as extensive leadership roles. Ms. Stewart currently serves on the Board of Directors of the general partner of Western Midstream Partners, LP, a publicly traded master limited partnership formed to acquire, own, develop and operate midstream energy assets. Ms. Stewart also serves as a director of Jadestone Energy PLC, a publicly traded upstream oil and gas company in the Asia Pacific region that focuses on production and near-term development assets. In 2021, Ms. Stewart received the National Association of Corporate Directors Director Certification (NADC.DC), which is the premier director designation available in the United States. Ms. Stewart’s deep knowledge of the exploration and production and midstream segments of the oil and gas industry provides instrumental knowledge to our Board and makes Ms. Stewart a valuable contributor and member of the committees on which she serves.
		CAREER HIGHLIGHTS • Sheridan Production Partners – Executive Chairman—2006 – Current – President and Chief Executive ~~Officer~~Officer— 2016 – 2020 – Chief Investment Officer—2006 – 2020 • El Paso Corporation – Executive Vice President—2004 – 2006 • El Paso E&P – President—2004 – 2006 • Apache Corporation – Executive Vice President and other various capacities—1984 – 2004				CURRENT PUBLIC COMPANY BOARDS • Western Midstream Partners, LP – 2020 – Current • Jadestone Energy PLC – 2019 – Current
						PUBLIC COMPANY BOARDS WITHIN THE PAST FIVE YEARS • Cimarex Energy Co. – 2015 – ~~May 2002 to present~~2021

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	FRANCES M. VALLEJO, NACD.DC
	AGE: 58
	~~Other Directorships:~~DIRECTOR SINCE: 2021
	Independent
	● COMMITTEE MEMBERSHIPS: • Audit • Governance and Social Responsibility (Co-Chair)

		Reason for Nomination Ms. Vallejo was appointed in October 2021 in connection with the Merger, and has over 35 years of experience in the oil and gas industry. With her extensive history of leadership roles in corporate planning, budgeting, and treasury at ConocoPhillips, Ms. Vallejo is well qualified to serve our Board. Additionally, Ms. Vallejo recently completed her service as a director of the general partner of Crestwood Equity Partners LP, a publicly traded master limited partnership that owned and operated oil and gas midstream assets located primarily in the Bakken Shale, Delaware Basin and Powder River Basin. She currently serves on the Executive Committee of the Colorado School of Mines Foundation and, until 2016, served as a member of the Board of Trustees of Colorado School of Mines. Her vast array of leadership roles and duties in the exploration and production and midstream segments of the oil and gas industry offers considerable value to the Board committees on which she serves. Ms. Vallejo earned the CERT Certificate in Cybersecurity Oversight issued by the CERT Division of the Software Engineering Institute at Carnegie Mellon University in 2023, and received the NACD.DC, the premier director designation in the United States, ~~Steel Corporation~~in 2021.
		CAREER HIGHLIGHTS • ConocoPhillips – Vice President Corporate Planning and Development—2015 – ~~April 2010 to present~~2016 – Vice President and Treasurer—2008 – 2015 – General Manager-Corporate Planning and Budgets, and other various positions— 1987 – 2008				CURRENT PUBLIC COMPANY BOARDS • Expro Group Holdings N.V. – 2023 – Current
						PUBLIC COMPANY BOARDS WITHIN THE PAST FIVE YEARS • Crestwood Equity Partners LP – 2021 – 2023 • Cimarex Energy Co. – 2017 – 2021

~~Key Skills, Attributes~~

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	MARCUS A. WATTS
	AGE: 65
	DIRECTOR SINCE: 2017
	Independent
	COMMITTEE MEMBERSHIPS: • Compensation • Governance and Social Responsibility (Co-Chair)

		Reason for Nomination Mr. Watts adds a wealth of legal, transactional, regulatory and management expertise from both the oil and gas industry and other industries to our Board. His diverse experience includes his service as a director of Complete Production Services until its merger with Superior Energy Services in 2012, as well as his previous experience at the law firm Locke Lord LLP as a lawyer advising companies on corporate, securities and governance issues, where he served as the Managing Partner of the Houston office and Vice Chairman of the firmwide Executive Committee. In addition, his experience includes service as the President of The Friedkin Group since 2011 and as a director of Service Corporation International since 2012. He has also been serving on the board of the Greater Houston Partnership since 2012 and is a former chairman of such organization. He served on the board of the Federal Reserve Bank of Dallas-Houston Branch from 2014 to 2019, including as Chairman from 2017 to 2019. Mr. Watts’ unique combination of legal and management expertise offers a fresh perspective to our Board, which is buttressed by his decades of experience both inside and outside of the oil and gas industry. This industry and management experience, as well as his legal and regulatory background, are particularly valuable to the Governance and Social Responsibility Committee he currently co-chairs. Mr. Watts holds a law degree from Harvard Law School and a B.S. degree in Mechanical Engineering from Texas A&M University.
		CAREER HIGHLIGHTS • The Friedkin Group – President—2011 – Current • Locke Lord LLP – Managing Partner, Houston, Vice-Chairman (Executive Committee)—1984 – 2010				CURRENT PUBLIC COMPANY BOARDS • Service Corporation International – 2012 – Current
						PUBLIC COMPANY BOARDS WITHIN THE PAST FIVE YEARS • None

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DIRECTOR COMPENSATION

The Compensation Committee is responsible for reviewing and ~~Qualifications:~~

~~Mr. Dinges brings~~making recommendations to the Board ~~over 34 years~~regarding all matters pertaining to director compensation. When deemed necessary, the Compensation Committee recommends to the Board modifications to the compensation of ~~executive management experience~~the non-employee directors. Directors who are employees of the Company receive no additional compensation for their duties as directors.

The Compensation Committee periodically reviews the compensation of the non-employee directors taking into account, among other things, the compensation of directors at other comparable companies. The Compensation Committee has engaged F.W. Cook as its independent compensation consultant to annually review non-employee director compensation. After considering F.W. Cook’s review of non-employee director compensation and the factors described above, the Compensation Committee recommended the following non-employee director compensation for the 2023-2024 director term:

2023-2024 Annual Director Compensation

Annual cash retainer	$	105,000
Annual equity retainer	$	200,000
Lead Independent Director	$	40,000
Committee Chair(1)	$	20,000

(1)

The Governance and Social Responsibility Committee co-chairs split the annual committee chair retainer.

Directors who serve on committees (other than as chair) do not receive additional compensation for committee service. Directors do not receive compensation for attending Board or committee meetings.

The annual equity retainer was issued as an award of restricted stock units under the Coterra Energy Inc. 2023 Equity Incentive Plan (the “2023 Plan”), the restrictions on which lapse on May 1, 2024 or the earlier date the non-employee director leaves the Board. Such restricted stock units accrue cash dividend equivalents in the ~~oil~~amount of the cash dividend paid on our outstanding common stock from the date of grant through the date the restrictions lapse. In 2023, each non-employee director received 8,177 restricted stock units.

In addition, non-employee directors are reimbursed for reasonable expenses incurred in connection with Board and ~~gas exploration and production business, and~~committee related activities.

Under the Coterra Energy Inc. Non-employee Director Deferred Compensation Plan, non-employee directors have the option of deferring all or a portion of their annual cash retainer, annual equity retainer, or a combination of both. If deferred, the annual cash retainer is issued as ~~our Chief Executive Officer~~restricted stock units, the terms of which are substantially the same as those issued for the ~~last 16 years, a deep knowledge~~annual equity retainer, except the ultimate distribution of ~~our business, operations, culture and long-term strategy and goals. Mr. Dinges joined~~common stock is deferred until the non-employee director leaves the Board.

In November 2023, the Compensation Committee determined to keep non-employee director compensation unchanged for the 2024-2025 term.

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2023 Director Compensation Table

Name	Fees Earned or Paid in Cash ($)			Stock Awards ($)(1)			Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)(2)			Total ($)
Dorothy M. Ables		$	125,000		$	200,009		—		—		—		$	10,000		$	335,009
Robert S. Boswell		$	145,000		$	200,009		—		—		—			—		$	345,009
Amanda M. Brock		$	105,000		$	200,009		—		—		—			—		$	305,009
Dan O. Dinges		$	105,000		$	200,009		—		—		—			—		$	305,009
Paul N. Eckley		$	125,000		$	200,009		—		—		—		$	5,000		$	330,009
Hans Helmerich		$	105,000		$	200,009		—		—		—			—		$	305,009
Lisa A. Stewart		$	125,000		$	200,009		—		—		—			—		$	325,009
Frances M. Vallejo		$	115,000		$	200,009		—		—		—		$	5,000		$	320,009
Marcus A. Watts		$	115,000		$	200,009		—		—		—		$	2,500		$	317,509

(1)

The amounts in this column reflect the grant date fair value with respect to restricted stock units granted to each non-employee director on May 10, 2023 that are payable by the Company in ~~September 2001, after~~shares of common stock and vest upon the earlier of May 1, 2024 or the date the non-employee director ceases to be a ~~successful 20 year career~~director of the Company, calculated in ~~various management positions~~accordance with ~~the predecessor to Noble Energy, Inc., and has overseen an era of tremendous growth~~Financial Accounting Standards Board (“FASB”) Accounting Standards Codifications (“ASC”) Topic 718 for the fiscal year ended December 31, 2023. Assumptions used in the calculation of these amounts are included in Note 13 of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The aggregate number of restricted stock units held by each non-employee director at December 31, 2023, including those issued on May 10, 2023, those that have vested but are not payable until the date such non-employee director ceases to be a director the Company, and those issued in lieu of annual cash or equity retainers is as follows:

Name	Total RSUs
Dorothy M. Ables		78,909
Robert S. Boswell		84,655
Amanda M. Brock		57,521
Dan O. Dinges		8,177
Paul N. Eckley		8,177
Hans Helmerich		8,177
Lisa A. Stewart		8,177
Frances M. Vallejo		8,177
Marcus A. Watts		57,521

(2)

Amounts shown are payments by Coterra pursuant to its matching gift programs. Our matching gift programs are described in “Charitable Contributions” below.

CHARITABLE CONTRIBUTIONS

We maintain a matching gift program under which we match certain gifts by directors, officers and employees to eligible organizations that are tax exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. In addition, under the Coterra Energy Inc. Political Action Committee (the “PAC”) matching gift program we also match contributions to the PAC by directors, officers and employees with contributions to tax-exempt organizations selected by the contributor. Each matching gift program will match up to $5,000 per calendar year.

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BOARD AND COMMITTEE GOVERNANCE

GOVERNANCE GUIDELINES

Our Board has adopted Corporate Governance Guidelines to assist the Board and its committees in performing their duties to oversee the governance of the Company. ~~His steadfast leadership as Chairman~~Our Corporate Governance Guidelines outline the functions and responsibilities of the Board, ~~provides the Board with extensive institutional knowledge~~director qualifications, and ~~continuity, as well creating a vital link between management~~various processes and ~~the Board. Mr. Dinges also possesses a diversity~~procedures designed to promote effective and responsive governance. The guidelines are reviewed annually and periodically revised to reflect changing regulatory requirements and best practices. All of our key corporate governance ~~experience gained from service on~~documents, including the Board of United States Steel Corporation and several charitable and industry organizations, including American Petroleum Institute since 2017, American Exploration Production Council since 2002, Spitzer Industries, Inc. (private company) since 2006, and Houston Methodist Hospital Research Institute since 2014.

	~~Robert Kelley~~

	~~Age:~~72
	~~Director Since:2003~~
	~~Committee Memberships:Audit (Chairman), Executive (Chairman), Corporate Governance and Nominations~~

	~~Position:Lead Director~~

	~~Business Experience:~~

	● ~~Kellco Investments, Inc. (private investment company)~~
	~~- President~~
	~~– April 2001 to present~~

	● ~~Noble Affiliates, Inc. (now Noble Energy Inc.)~~
	~~- Chairman of the Board~~
	~~– 1992 to April 2001~~
	~~- President and CEO~~
	~~– 1986 to October 2000~~

	~~Other Directorships:~~

	● ~~OGE Energy Corporation~~
	~~– 1996 – July 2016~~

~~Key Skills, Attributes and Qualifications:~~

~~Mr. Kelley’s extensive experience in~~Corporate Governance Guidelines, the financial, accounting and executive management of public energy companies, as well as corporate governance experience as a director of several public energy companies, makes him particularly valuable as a membercharters of our Board committees, our Code of Business Conduct and asEthics and our Audit Committee Chairman for the past nine years. Mr. Kelley’s experience as President and CEO and later Chairman of the Board of Noble Energy Inc. provides him with valuable operational, leadership and management experience. Mr. Kelley’s accounting and finance background gained while serving industry clients as a CPA for a national public accounting firm and while serving in positions of senior leadership in accounting and finance roles at a predecessor to Noble Energy Inc. also brings vital financial expertise to our Audit Committee. Mr. Kelley’s 15 years of service to our Board provides a continuity of leadership and an understanding of our business and strategy that is crucial to the effective functioning of our Board. This depth of experience with Cabot is especially valuable in his role as our Lead Director.

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 17

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	~~W. Matt Ralls~~

	~~Age:~~68
	~~Director Since:2011~~
	~~Committee Memberships:Compensation, Corporate Governance and Nominations (Chairman), Executive~~


	~~Business Experience:~~
	● ~~Rowan Companies plc~~
	~~- Executive Chairman~~
	~~– 2014 to April 2016~~
	~~- Chief Executive Officer~~
	~~– 2013 to April 2014~~
	~~- President and Chief Executive Officer~~
	~~– 2009 to 2013~~

	~~Other Directorships:~~

	● ~~Rowan Companies plc~~
	~~– 2009 to April 2016~~

	● ~~Superior Energy Services, Inc.~~
	~~– 2012 to present~~

	● ~~NCS Multistage~~
	~~– April 2017 to present~~

~~Key Skills, Attributes and Qualifications:~~

Mr. Ralls’ diverse operational, financial and executive management experience in various roles in the oil and gas industry, including most recently within the drilling segment of the industry, provides the Board with a wealth of expertise from which to draw. Mr. Ralls’ recent service as President and Chief Executive Officer of Rowan Companies plc, and his combined fifteen years’ executive management experience at Rowan Companies plc and GlobalSanteFe Corporation, both international contract drilling companies, provides valuable management and financial expertise and insight into an aspect of our business that represents a significant portion of our capital expenditure budget. Prior to his drilling industry experience, Mr. Ralls served as Executive Vice President of a public upstream oil and gas company, which gave him a thorough understanding of our core business. In his service to the Board, Mr. Ralls is also able to draw from his 17 years of experience in various banking management positions with three large Texas-based commercial lenders to the energy industry. Mr. Ralls’ extensive public company board experience makes him an invaluable member of the Corporate Governance and Nominations Committee and Chairman since 2015. His effectiveness chairing such committee is enhanced by his positions of leadership2023 Sustainability Report, can be found on the ~~boards of several industry trade associations, including the International Association of Drilling Contractors and the American Petroleum Institute.~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 18

Company’s website at www.coterra.com.

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	~~Marcus A. Watts~~

	~~Age:~~59
	~~Director Since:2017~~
	~~Committee Memberships:Compensation, Safety and Environmental Affairs~~

	~~Business Experience:~~
	● ~~The Friedkin Group~~
	~~- President – 2011 to present~~

	● ~~Locke Lord LLP – 1984 to 2010~~
	~~- Managing Partner, Houston~~
	~~- Vice-Chairman (Executive Committee)~~

	~~Other Directorships:~~

	● ~~Service Corporation International~~
	~~- 2012 to present~~

~~Key Skills, Attributes and Qualifications:~~

Mr. Watts joined our Board in August 2017, adding a wealth of legal, transactional and management expertise from both the oil and gas industry and other industries to our Board. Mr. Watts has served as President of The Friedkin Group, an umbrella company overseeing various business interests that are principally automotive-related, since 2011, after over 26 years of legal experience with the international law firm of Locke Lord LLP. In his prior experience with Locke Lord LLP, Mr. Watts focused on corporate and securities law, governance and related matters and served as the Managing Partner of the Houston, Texas office and Vice-Chairman of the firm-wide Executive Committee. Mr. Watts’ combination of legal and management talent is unique on our Board and he offers a fresh perspective from an industry other than our own, as well as years of experience representing oil and gas companies in his private law practice. This industry experience, as well as his legal and regulatory background, is particularly valuable to our Compensation and Safety and Environmental Affairs Committees of the Board, on which he serves. Mr. Watts served as a director of Complete Production Services until its merger with Superior Energy Services in 2012 and currently serves on the Board of Directors of Service Corporation International. He has also served on the boards of the Federal Reserve Bank of Dallas-Houston Branch since 2014 and the Greater Houston Partnership since 2012 and is currently serving as Chairman of both of those organizations. Mr. Watts holds a law degree from Harvard Law School and a B.S. degree in Mechanical Engineering from Texas A&M University.

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 19

Director Independence

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~~SECURITY OWNERSHIP~~

~~Principal Stockholders~~

The following table reports beneficial ownership of the Company’s common stock (“Common Stock”) by holders of more than five percent of the Company’s Common Stock. Unless otherwise noted, all ownership information is based upon filings made by such persons with the Securities and Exchange Commission (“SEC”).

~~Name and Address of~~ ~~Beneficial Owner~~	~~Number of Shares~~ ~~of Common Stock~~ ~~Owned~~	~~Percent of~~ ~~Class~~
~~The Vanguard Group~~	~~51,157,229~~⁽¹⁾	~~11.06%~~
~~Capital World Investors~~	~~39,053,900~~⁽²⁾	~~8.40%~~
~~Sanders Capital, LLC~~	~~32,092,630~~⁽³⁾	~~6.94%~~
~~FMR LLC~~	~~32,053,252~~⁽⁴⁾	~~6.93%~~
~~BlackRock, Inc.~~	~~31,949,497~~⁽⁵⁾	~~6.90%~~
~~State Street Corporation~~	~~25,332,365~~⁽⁶⁾	~~5.48%~~

~~(1)~~

According to Amendment No. 8 to a Schedule 13G, dated February 7, 2018, filed with the SEC by The Vanguard Group (100 Vanguard Blvd., Malvern, PA 19355), it has sole voting power over 653,649 of these shares, shared voting power over 123,610 of these shares, shared dispositive power over 777,575 of these shares and sole dispositive power over 50,383,654 of these shares.

~~(2)~~

According to a Schedule 13G, dated February 8, 2018, filed with the SEC by Capital World Investors (333 South Hope Street, Los Angeles, CA 90071), it has sole voting power and sole dispositive power over all 39,053,900 shares.

~~(3)~~

~~According to a Schedule 13G, dated February 6, 2018, filed with the SEC by Sanders Capital, LLC (390 Park Avenue, 17~~^th~~Floor, New York, NY 10022), it has sole voting power over 11,296,111 of these shares and sole dispositive power over all 32,092,630 shares.~~

~~(4)~~

According to a Schedule 13G, dated February 13, 2018, filed with the SEC by FMR LLC, (245 Summer Street, Boston, MA 02210), it has sole voting power of 2,287,227 of these shares and sole dispositive power over all 32,053,252 shares.

~~(5)~~

According to Amendment No. 8 to a Schedule 13G, dated January 24, 2018, filed with the SEC by BlackRock, Inc. (55 East 52nd Street, New York, NY 10055), it has sole voting power over 27,867,802 shares and sole dispositive power over all 31,949,497 of these shares.

~~(6)~~

According to Schedule 13G, dated February 14, 2018, filed with the SEC by State Street Corporation (One Lincoln Street, Boston, MA 02111), it has shared voting power and shared dispositive power over all 25,332,365 of these shares.

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 20

Independence Standards

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~~Directors and Executive Officers~~

The following table reports, as of February 1, 2018, beneficial ownership of Common Stock by each director and nominee for director, by each named executive officer listed in the “Summary Compensation Table” below and by all directors, nominees and executive officers as a group. Unless otherwise indicated, the persons below have sole voting and investment power with respect to the shares of Common Stock showed as beneficially owned by them.

Name of Beneficial Owner Number of Outstanding
Shares of Common
Stock Held Number of Shares of Common
Stock Beneficially Owned Percent of Class
Dorothy M. Ables 5,000 ⁽¹⁾ 29,488 ⁽¹⁾⁽²⁾ *
Rhys J. Best 15,000 121,260 ⁽²⁾ *
Robert S. Boswell 5,000 26,919 ⁽²⁾ *
Amanda M. Brock 0 3,100 ⁽²⁾ *
Robert Kelley 439,652 620,496 ⁽²⁾ *
W. Matt Ralls 0 69,952 ⁽²⁾ *
Marcus A. Watts 0 3,100 ⁽²⁾ *
Dan O. Dinges 3,712,658 ⁽⁶⁾ 3,822,269 ^(3)(4)(6) *
Scott C. Schroeder 1,415,956 ⁽⁷⁾ 1,466,409 ⁽⁴⁾⁽⁷⁾ *
Jeffrey W. Hutton 626,991 639,856 ⁽⁴⁾⁽⁵⁾ *
Phillip L. Stalnaker 248,318 271,422 ^(3)(4)(5) *
Steven W. Lindeman 156,442 175,889 ^(3)(4)(5) *
All directors, nominees and executive officers as a group (18 individuals) 7,584,118 ^{(1)(2)(3)(4)(5)(6)(7)} 1.6 %⁽⁸⁾

~~Represents less than 1% of the outstanding Common Stock.~~

~~(1)~~

~~Includes 5,000 shares held by an immediate family member, with respect to which Ms. Ables has shared voting and investment power.~~

~~(2)~~

Includes the following restricted stock units held as of February 1, 2018, as to which the restrictions lapse upon the holders’ retirement from the Board of Directors: Ms. Ables, 24,488; Mr. Best, 106,260; Mr. Boswell, 21,919; Ms. Brock 3,100; Mr. Kelley, 180,844; Mr. Ralls, 69,952; and Mr. Watts, 3,100 and all directors, nominees and executive officers as a group, 409,663. No executive officers hold restricted stock units.

~~(3)~~

Includes the following stock appreciation rights that are exercisable on or before April 1, 2018: Mr. Stalnaker, 10,492; Mr. Lindeman, 8,278; Mr. Cunningham, 14,690 and all directors, nominees and executive officers as a group, 47,800. No directors or nominees hold stock appreciation rights. The SARs were granted prior to 2014 and vest ratably over a three-year period after grant and have a seven year term. For more information on the SARs, see footnote 1 to the “Outstanding Equity Awards at Fiscal Year-End 2017” table below.

~~(4)~~

Includes the following shares awarded pursuant to the hybrid performance share awards granted in 2015, 2016 and 2017 that vested in February 2018, as a result of 2017 operating results meeting the performance criteria established on the date of grant: Mr. Dinges, 109,611; Mr. Schroeder, 50,453; Mr. Hutton, 12,867; Mr. Stalnaker, 12,612; Mr. Lindeman, 11,169; and all directors, nominees and executive officers as a group, 233,686. No directors or director nominees hold hybrid performance shares. For more information on the hybrid performance shares see “Long-Term Incentives” in the “Compensation Discussion and Analysis” below.

~~(5)~~

Includes the following shares held in the Company’s Savings Investment Plan as of December 31, 2017 as to which the reporting person shares voting power with the trustee of the plan: Mr. Hutton, 6,830; Mr. Lindeman, 24,134; Mr. Stalnaker, 16,610; and all directors, nominees and executive officers as a group, 80,098.

~~(6)~~

~~Includes 890,904 shares held in trust for the benefit of an immediate family member, with respect to which Mr. Dinges has shared voting and investment power.~~

~~(7)~~

~~Includes 7,247 shares held by an immediate family member, with respect to which Mr. Schroeder has shared voting and investment power.~~

~~(8)~~

~~There were 460,786,236 shares outstanding on February 1, 2018.~~

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~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and directors to file initial reports of ownership and reports of changes in ownership of Company Common Stock with the SEC and, pursuant to rules promulgated under Section 16(a), such individuals are required to furnish the Company with copies of Section 16(a) reports they file. Based solely on a review of the copies of such reports furnished to the Company, and written representations that those reports accurately reflect all reportable transactions and holdings, all reports required by Section 16(a) were filed in 2017.

~~CORPORATE GOVERNANCE MATTERS~~

~~Board of Directors Independence~~

~~The Company’s~~Our Corporate Governance Guidelines require that at least a majority of ~~the Company’s~~our directors be independent under the ~~New York Stock Exchange (“NYSE”)~~NYSE listing standards and all other applicable legal requirements. Additionally, all members of the Audit Committee ~~Compensation Committee~~ and ~~Corporate Governance and Nominations~~the Compensation Committee are required to be ~~independent.~~independent by rules and regulations of the SEC, and all members of the Governance and Social Responsibility Committee are required to be independent pursuant to the NYSE listing standards. The NYSE listing standards include objective tests that can disqualify a director from being treated as independent, as well as a subjective element, under which the Board must affirmatively determine that each independent director has no material relationship with the Company or management. ~~In making~~

Independence Determinations

Our Board, through its ~~independence determinations, the Board considered all material relationships with each director,~~Governance and ~~all transactions since the start of 2015 between the Company~~Social Responsibility Committee, annually reviews and ~~each director nominee, members of their immediate families or entities associated with them.~~

~~The Board has adopted categorical standards to assist it in making independence determinations. A relationship falls within these categorical standards if it:~~

●

~~Is a type of relationship addressed in Section 303A.02 (b) of the NYSE Listed Company Manual, but under those rules does not preclude a determination of independence;~~

●

~~Is a type of relationship or transaction addressed in Item 404 of Regulation S-K, but under that regulation does not require disclosure; or~~

●

Consists of charitable contributions by the Company to an organization where a director is an executive officer which do not exceed the greater of $1 million or 2% of the organization’s gross revenue in any of the last three years.

The Board of Directors has determined that each director’s relationship with the Company, with the exception of Mr. Dinges, the Chairman, President and Chief Executive Officer (“CEO”), falls within the categorical standards and that all directors, with the exception of Mr. Dinges, are independent. In making its subjective determination that each nonemployee director is independent, the Board reviewed and discussed additionaldiscusses information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to the Company and the Company’s management. ~~The Board~~For 2023, such review included all known material relationships with each director and all transactions since the start of 2021 between the Company and each director nominee, members of their immediate families and entities associated with them. Each of such relationships and transactions was considered ~~the transactions~~ in the context of the NYSE’s objective listing standards, including the ~~categorical standards noted above,~~amount of business done by us and the other entities and the gross revenue for each of the other entities, and the additional standards established for members of audit committees, and the SEC, U.S. Internal Revenue Service and NYSE standards for compensation committee members. ~~Some~~

Under the standards described above and with input from the Governance and Social Responsibility Committee, the Board has determined that each director, with the exception of Mr. Jorden, our Chairman, Chief Executive Officer and President, and Mr. Dinges, our former Executive Chairman and Cabot’s former Chief Executive Officer, is independent. Further, the Board has determined that all members of the ~~Company’s Board also serve as directors of other entities with which the Company does business. Each of these relationships is reviewed by~~Audit, Compensation and Governance and Social Responsibility Committees are independent.

Matters Considered

In making its recommendations to the Board, ~~which examines~~ the ~~amount of business done by~~Governance and Social Responsibility Committee specifically considered relationships that involved transactions between the Company and ~~the other~~a company with which a director is affiliated, whether by virtue of serving as a director or an officer. Included in such review were transactions with entities at which of Mr. Boswell, Mr. Helmerich, Ms. Stewart and ~~the gross revenue for each~~Ms. Vallejo serve or have served on boards of ~~the other entities. This review is for each of~~directors and with which we have done business in the last three ~~fiscal years for which financial data is available.~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 22

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~~This review applied to Ms. Ables and Messrs. Best and Ralls. Based on all the foregoing,~~years. In each instance, the Board, ~~made a subjective determination~~with the recommendation of the Governance and Social Responsibility Committee, determined that, because of the nature of the ~~transaction,~~transactions, the applicable director’s ~~relationship with~~service on the board of directors of the other entity, ~~and/or~~and the amount involved, no relationships exist that, in the opinion of the Board, would impair ~~the~~such director’s independence. ~~Further,~~

The Governance and Social Responsibility Committee also considered the following relationships where a director served as an officer of an entity with which we have done business in the last three years:

Mr. Boswell is the Chairman of the Board and Chief Executive Officer of ~~Directors~~Laramie Energy, LLC (“Laramie”). On January 11, 2022, Cimarex, a subsidiary of the Company, entered into a sub-lease of a portion of its office space in Denver, Colorado with Laramie. Cimarex no longer needs this office space. The sublease is for a term from March 1, 2022 through August 31, 2026, with rental payments to the Company of approximately $405,000 per year increasing to approximately $450,000 per year, payable monthly

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on a pro-rata basis. The Board reviewed this transaction with Laramie and concluded: (i) the transaction is proper and not material when compared to our and Laramie’s respective consolidated gross revenues and anticipated revenues for the relevant periods; (ii) the transaction occurred in the ordinary course of business, at market rates and on arms’ length terms; and (iii) Mr. Boswell’s relationship with Laramie does not interfere with his independent judgment as a director of Coterra.

Ms. Brock is the Chief Executive Officer of Aris Water Solutions, Inc. (“Aris Water”), a publicly traded growth-oriented environmental infrastructure and solutions company that owns, operates and designs crucial water midstream assets across key unconventional U.S. basins, including the Permian Basin. Our 2023 payments to Aris Water represented less than 0.5 percent of Aris Water’s consolidated gross revenues for 2023. The Board reviewed these transactions and concluded: (i) the transactions are proper and not material when compared to both our total costs and Aris Water’s gross revenues; (ii) the transactions occurred in the ordinary course of business and at arms’ length; and (iii) Ms. Brock’s relationship with Aris Water does not interfere with her independent judgment as a director of Coterra.

Related Person Transactions

Policy on Related Person Transactions

Our Governance and Social Responsibility Committee reviews our disclosure of related-party transactions in connection with its annual review of director independence. These procedures are not in writing but are documented through the meeting agendas and minutes of our Governance and Social Responsibility Committee, in each case with the assistance of our legal department.

Our legal department is primarily responsible for (i) developing and implementing processes and controls to obtain information regarding our directors, executive officers, and significant stockholders with respect to related party transactions and (ii) then determining, based on the facts and circumstances, whether we or a related party has ~~determined~~a direct or indirect interest in these transactions. On a periodic basis, the legal department reviews all transactions involving payments between the Company and any company that has a Coterra executive officer or director as an officer or director. In addition, our directors and executive officers are required to notify us of any potential related party transactions, including any such transactions involving their immediate family members.

No Reportable Related Person Transactions

Since January 1, 2023, there have been no transactions that are required to be reported as related party transactions pursuant to the applicable disclosure rules of the SEC in which (i) the Company or any of its subsidiaries was a participant, (ii) the amount involved exceeded or will exceed $120,000, and (iii) any director, director nominee, executive officer, a greater than 5% beneficial owner of the Company at the time of the applicable transaction, or any of their immediate family members, had a direct or indirect material interest.

BOARD OF DIRECTORS’ LEADERSHIP STRUCTURE

	Chairman of the Board: Duties and Responsibilities				Lead Independent Director: Duties and Responsibilities
	• Presides over Board meetings • Approves agenda for Board meetings with input from the Lead Independent Director • Facilitates and participates in formal and informal communications with and among directors • Calls special meetings of the Board • Presides over stockholder meetings				• Presides over all Board meetings at which the Chairman is not present • Solicits agenda items from non-management directors, reviews Board meeting agenda, and provides input to the Chairman on agenda and Board materials • Calls meetings of non-management directors and, as appropriate, sets the agenda • Presides over meetings and executive sessions of non-management directors • Acts as liaison between the Chairman and the directors and facilitates communication among the full Board • Reviews stockholder communications directed to the Board and takes appropriate action • Retains outside advisors and consultants, who report directly to the Board on Board-wide issues

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Chairman of the Board

The Board believes having a combined Chairman/Chief Executive Officer and a Lead Independent Director, who have the duties described above, best serve the interests of our stockholders because this structure provides an appropriate balance between strategy development and independent oversight of management.

Mr. Jorden began serving as Chief Executive Officer and President of the Company effective October 1, 2021. The Board appointed Mr. Jorden as Chairman of the Board effective January 1, 2023.

Our Corporate Governance Guidelines contain strong checks and balances regarding the roles, or combined roles, of Chief Executive Officer and Chairman. Those provisions include the requirement that only non-employee directors serve on committees of the Board (other than the Executive Committee), and the requirement that a majority of the directors be independent, as discussed above under “Director Independence.” All of our directors, other than Mr. Dinges and Mr. Jorden, are independent.

Lead Independent Director

The Chairman is joined in the leadership of the Board by our Lead Independent Director, who ordinarily is nominated by the Governance and Social Responsibility Committee and elected by the non-employee directors. Pursuant to the Merger Agreement, the Company agreed that, until the Company’s 2024 annual meeting of stockholders, the Board shall have a lead independent director who shall be (i) a continuing Cimarex director at any time when the Chairman of the Board is a continuing Cabot director and (ii) a continuing Cabot director at times when the Chairman of the Board is a continuing Cimarex director. Pursuant to this arrangement, the Board appointed Mr. Boswell, a continuing Cabot director, as Lead Independent Director effective January 1, 2023 concurrent with Mr. Jorden’s appointment as Chairman. Mr. Jorden is a continuing Cimarex director.

The Company believes that the Board’s leadership structure supports the risk oversight function of the Board, with the Chairman and Chief Executive Officer uniquely positioned to identify emerging risks, while the Lead Independent Director and Chairs of the Board’s Audit, Compensation, Governance and Social Responsibility, and Environment, Health & Safety Committees provide independent oversight of the Company’s risk management programs.

BOARD’S OVERSIGHT OF RISK MANAGEMENT

The Board has oversight responsibility for our enterprise risk management framework, which is designed to identify, assess, prioritize, address, manage, monitor and communicate risks across our operations, and foster a corporate culture of integrity and risk awareness. Our Board implements its risk oversight function both as a whole body and through delegation to Board committees, which meet regularly and report back to the Board. Consistent with this approach, one of the Board’s and Board committees’ primary responsibilities is overseeing and interacting with senior management with respect to key aspects of the Company’s business, including risk assessment and risk mitigation of the Company’s top risks.

While the Board and its committees oversee risk management, management is responsible for managing risk. Throughout the year, the Board and the relevant Board committees receive updates from members of management responsible for various enterprise risk management issues and dedicate a portion of their meetings to reviewing and discussing specific risk topics in greater detail, including risks related to litigation, regulation, cybersecurity, safety, sustainability, human capital management, including diversity, equity and inclusion, and commodity prices. The Board receives updates through presentations, memos and other written materials, teleconferences, and other appropriate means of communication, with numerous opportunities for discussion and feedback, and continuously evaluates its approach in addressing top risks as circumstances evolve.

The Board also receives periodic updates from external experts and advisers on trends and conditions that may impact our strategy and financial performance, including political issues, labor or oil and gas market trends, and digitalization. For example, the Audit Committee assessed the benefits of outsourcing our internal audit function and selected KPMG LLP (“KPMG”) to provide these services. KPMG conducts an annual process of assessing major risks, including management interviews, and presents and discusses its conclusions with the Audit Committee and management to help identify areas of concern and to develop the internal audit plan. The Audit Committee also reviews with management and our internal auditors our major financial exposures and steps management has take to monitor and address such exposures.

In evaluating top risks, the Board and management consider short-, medium-, and long-term potential impacts on our business, financial condition, and results of operations, and considers the risk horizon when prioritizing our risk mitigation efforts. The Board recognizes that it is neither possible nor prudent to eliminate all ~~members~~risk. Therefore, our risk oversight processes and disclosure controls and procedures are designed to appropriately escalate key risks to the Board or the appropriate Board committee for their consideration.

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The Board has tasked designated committees of the Board with oversight of certain categories of risk management, and the committees report to the Board regularly on these matters. Information on each of the Board’s standing committees as of the date hereof is discussed below.

Information on Standing Committees of the Board

The charters of Board committees can be found on our website at www.coterra.com. The following is a summary of the composition of each of the standing committees during 2023 and through the date of this proxy statement:

Committees

Independent?

2023
Meetings

Dinges

Jorden

Ables

Boswell

Brock

Eckley

Helmerich

Stewart

Watts

Vallejo

Audit

Yes

Compensation

Yes

Environment, Health & Safety

Yes

Governance & Social Responsibility

Yes

Executive

COMMITTEE CHAIR OR CO-CHAIR

MEMBER OF COMMITTEE

Audit Committee

The primary purposes of the Audit Committee ~~Compensation~~are to assist the Board in overseeing:

•

The integrity of our financial statements;

•

Our compliance with legal and regulatory requirements;

•

The independence, qualifications and performance of our independent auditors, including the compensation, retention and oversight of the work of the independent auditor; and

•

The performance of our internal audit function.

The Audit Committee’s duties and responsibilities include reviewing our annual process of estimating and reporting quantities of oil and gas reserves with management and our independent petroleum engineering consulting firm(s). Additionally, the Audit Committee is responsible for reviewing and ~~Corporate Governance~~discussing with management and ~~Nominations~~our internal auditor our cybersecurity and information security risks, including the nature of threats, defense and detection capabilities, incident response plans and employee training activities, among others, as applicable.

The Audit Committee ~~are independent.~~

~~Director Nominations~~Charter provides that the Audit Committee shall pre-approve all audit, review or attest engagements and ~~Qualifications~~

~~Under~~permissible non-audit services, including the fees and terms thereof, to be performed by the independent auditors in compliance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable rules and regulations of the SEC. In accordance with its charter, the ~~CGN~~Audit Committee ~~seeks out~~has delegated to its Chair, and ~~evaluates qualified candidates~~in the absence or unavailability of the Chair to ~~serve~~each other member of the Audit Committee, the authority to grant pre-approvals of audit and permissible non-audit services to be performed by the independent auditors. Decisions of a member to pre-approve audit and permissible non-audit services must be reported to the full Audit Committee at its next scheduled meeting.

Each member of the Audit Committee satisfies the financial literacy and independence requirements of the NYSE listing standards. The Board has also determined that each member of the Audit Committee meets the requirements of an “audit committee financial expert” as defined by the SEC.

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Compensation Committee

The primary purposes of the Compensation Committee are to:

•

Review and approve corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluate the Chief Executive Officer’s performance in light of those goals and objectives, and determine and approve, subject to ratification by the Board, ~~members~~the Chief Executive Officer’s compensation level based on this evaluation;

•

Review, determine and approve the other executive officers’ compensation;

•

Make recommendations to the Board with respect to incentive-based compensation and equity-based plans that are subject to approval by the Board; and

•

Prepare certain disclosures under the Exchange Act.

The Compensation Committee also reviews and makes recommendations to the Board with respect to succession planning and development of executive officers, as ~~necessary~~appropriate, as well as the compensation of non-employee directors.

Environment, Health & Safety Committee

The primary purposes of the Environment, Health & Safety Committee are to ~~fill vacancies~~assist the Board in providing oversight and support of our policies, programs and initiatives on the environment, health and safety. Among other things, the Environment, Health & Safety Committee:

•

Oversees our climate change and sustainability policies and programs, including reporting and public disclosure;

•

Monitors environmental matters and trends in such matters that affect our activities and performance;

•

Reviews our compliance with environmental, health and safety laws and regulations, including:

◦

management of and responses to environmental investigations, releases or remediations;

◦

our safety performance, including reports of incidents, statistics and legal actions or investigations, as well our responses to the ~~additional needs~~same;

◦

our management of and responses to pending legislative and regulatory efforts likely to significantly affect our business;

◦

our projects and operations and initiatives and training designed to improve environmental, health and safety performance; and

◦

our efforts to gather data and communicate externally regarding our environmental, health and safety and sustainability initiatives and outcomes.

•

Consults with the Board and internal and external advisors regarding the management of our environmental, health and safety programs, including trends in environmental compliance and the economic effect thereof; and

•

Oversees and reviews all other external disclosures regarding our environmental, health and safety and sustainability data and programs and outcomes.

The Environment, Health & Safety Committee also reviews comparisons of our safety performance with established benchmarks, such as the Bureau of Labor Statistics, American Exploration and Production Council and the Independent Producers EHS Managers Forum. This allows the Board to assess safety performance on a regular basis and provides a governance structure to oversee that our programs are effective and provide a safe working environment for our employees.

Governance and Social Responsibility Committee

The primary purposes of the Governance and Social Responsibility Committee are to:

•

Oversee and assist the Board with our efforts for socially responsible operations, programs and initiatives not otherwise delegated to another committee of the Board and ~~considers candidates recommended~~the reporting or public disclosure of such efforts;

•

Identify qualified individuals to become Board members (consistent with the criteria approved by ~~shareholders~~the Board) and ~~management~~assist the Board in determining the composition of the Company. The CGN Committee identifies nominees through a number of methods, which may include retention of professional executive search firms, use of publicly available director databases or referral servicesBoard and ~~recommendations made~~its committees, including by ~~incumbent directors. A resume is reviewed and, if merited, an interview follows. Any shareholder desiring to propose a nominee~~recommending to the Board ~~of Directors should submit such proposed nominee~~director nominees for ~~consideration by~~ the CGN Committee, including the proposed nominee’s qualifications, to: Corporate Secretary, Cabot Oil & Gas Corporation, 840 Gessner Road, Suite 1400, Houston, Texas 77024. Shareholders who meet certain requirements specified in our bylaws may also nominate candidates for inclusion in our proxy materials for annext annual meeting ~~as described in “General Information.” There are no differences in~~of stockholders;

•

Oversee the ~~manner in which the CGN Committee evaluates nominees for director based on whether the nominee is recommended by a shareholder or the incumbent directors.~~

~~Whether nominated by a shareholder or through the activities~~annual evaluation of the ~~Committee, the CGN Committee seeks to select candidates who have personal~~performance and professional integrity, who have demonstrated exceptional ability and judgment and who will be most effective, in conjunction with the other nominees and Board members, in collectively serving the long-term interestseffectiveness of the ~~Company~~Board and its ~~shareholders. The CGN Committee’s assessment of candidates will include, but not be limited~~committees;

•

Develop and recommend to ~~considerations of character, judgment, diversity, age, expertise, industry experience, independence, other board commitments~~the Board our Corporate Governance Guidelines; and

22COTERRA ENERGY

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•

Take a leadership role in shaping our corporate governance.

In accordance with its charter, the ~~ability~~Governance and ~~willingness to devote the time and effort necessary to be an effective board member. The CGN~~Social Responsibility Committee has adopted minimum criteria for Board membership, that include (i) a strong commitment to his/her fiduciary responsibilities to the Company’s shareholders, with no actual or perceived conflict of interest that would interfere with his/her responsibilities to or relationships with the Company’s shareholders, employees, suppliers, and customers; (ii) the ability to think strategically and the insight to assist managementwhich are discussed in placing the Company in a competitive position within the industry; (iii) a record of achievement, and a position of leadership in his/her field, with the interest and intellect to be able to address energy industry challenges and opportunities; and (iv) the time to attend Board meetings and the commitment to devote any reasonable required additional time to deal with Company business.

~~Board of Directors Diversity~~

The Board of Directors encourages a diversity of backgrounds, including with respect to race, gender and national origin, among its members. The Board considers candidates with significant direct or indirect energy industry experience that will provide the Board as a whole the talents, skills, diversity and expertise to serve the long-term interests of the Company and its shareholders. For more ~~information on specific minimum qualifications that the CGN Committee has established for board candidates, see~~detail at “Director Nominations and Qualifications” above.

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 23

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Our Governance and Social Responsibility Committee, in cooperation with our Compensation Committee, provides ultimate oversight over diversity, equity and inclusion.

Executive Committee

The Executive Committee exercises the power and authority of the Board of Directors ~~Orientation~~in the event action is needed between regularly scheduled Board meetings and ~~Continuing Education~~

~~Each new director appointed~~a meeting of the full Board is deemed unnecessary, except as limited by our bylaws or applicable law. The Executive Committee did not meet during 2023.

MEETINGS AND ATTENDANCE

The Board of Directors met seven times during 2023. All directors attended at least 75 percent of the meetings of the Board of Directors and of the committees on which they served that were held during the period that the directors served.

We expect all of our directors to ~~fill a vacancy or elected at~~attend the Company’s annual meeting of ~~stockholders~~stockholders. In 2023, all of our directors attended the annual meeting.

DIRECTOR ORIENTATION AND CONTINUING EDUCATION

Each new director undergoes an orientation program ~~immediately~~ upon joining the Board. The program adopted by the Company includes in-person meetings with the ~~Chairman and CEO~~Chief Executive Officer and other key officers to discuss ~~Company~~our business and strategy, review of a comprehensive director handbook that encompasses all Board policies and procedures and corporate documents, access to the Board’s portal containing all past ~~board~~Board meeting materials and a briefing by the Corporate Secretary as to the legal requirements and obligations of Board membership. New directors ~~will typically~~are invited attend ~~all~~ Board committee meetings for ~~at least the first year~~committees on which they do not serve for a period of ~~membership,~~time to familiarize ~~them~~themselves with the areas of responsibility of each committee.

~~All of our directors~~

Directors are encouraged to pursue continuing education opportunities for directors of public companies, generally, and the Company will reimburse directors for reasonable expenses incurred in connection with one such continuing education program each year.

~~Board of Directors Leadership Structure~~

~~Mr. Dinges serves as the Chairman~~ Ms. Stewart, our former Lead Independent Director and current Chair of the ~~Board, President~~Environmental, Health & Safety Committee, and ~~Chief Executive Officer~~Ms. Vallejo, Co-Chair of the ~~Company. We believe that our Board~~Governance and Social Responsibility Committee, received the National Association of Corporate Directors Director Certification, or NACD.DC, in 2021. NACD.DC is ~~best served by combining~~ the ~~roles of Chairman and CEO and that Mr. Dinges is highly qualified to serve in this role.~~

~~The Chairman and CEO is responsible to the Board for the overall management and functioning of the Company. The Chairman is joined~~premier director designation available in the ~~leadership~~United States and consists of ~~the Board by our Lead Director, who is nominated by the CGN Committee~~three components: study and ~~elected by the non-management directors. Mr. Kelley has served as the Lead Director since February 2015. Mr. Kelley has significant board experience~~education, an exam and ~~has served on the Company’s Board since 2003 and on other public company boards, as well as serving as the Company’s Audit Committee Chairman since 2008. Mr. Kelley performs an important role~~ongoing professional development in the ~~leadership~~field of corporate governance. Ms. Vallejo also earned the ~~Board by presiding at executive sessions of the non-management directors, which are held at each regular Board meeting,~~CERT Certificate in Cyber-Risk Oversight from Carnegie-Mellon University in 2023.

CODE OF BUSINESS CONDUCT AND ETHICS

Every director, officer and setting the agenda for these sessions. In 2017, Mr. Kelley served as the representative of the Board of Directors for direct shareholder engagement. Mr. Kelley also serves as a mentor to Mr. Dinges and as a liaison between Mr. Dinges and the other independent directors. Mr. Kelley’s longevity on the Board enhances this leadership role and provides for continuity among the nonemployee directors.

In addition to the Lead Director, our Corporate Governance Guidelines also contain strong checks and balances regarding the combined role of CEO and Chairman. Those provisions include the inability of the CEO to serve on any committees of the Board other than the Executive Committee, as only non-management directors may do so, and the requirement that a substantial majority of the directors be independent, as discussed above under “Board of Directors Independence.” All of our directors, other than Mr. Dinges, are independent.

~~Our Board of Directors has determined that its current leadership structure is appropriate. The Board believes that Mr. Dinges, acting in his capacity as CEO~~employee of the Company and its subsidiaries is ~~well positioned~~required to facilitate communications with the Board of Directors about our business. Mr. Dinges has served in this capacity since May 2002, during which time the Company’s business has undergone signification changes. None of the returning independent directors was serving at that time, so Mr. Dinges provides continuity and historical perspective to the Board. Under Mr. Dinges’ leadership, the Company has grown from a market capitalization of approximately $800.0 million with operations in onshore Texas and Louisiana Gulf Coast, the Rocky Mountains, the Anadarko Basin and Appalachia to a $13.4 billion market capitalization company as of December 31, 2017, with most of its reserves in the Marcellus Shale area in northeast Pennsylvania. Mr. Dinges has the full confidence of the Board. For all these reasons, the Board has determined that the most appropriate form of leadership for the Board of Directors currently is for the CEO, who is responsible for the day-to-day operations of the Company, to serve as Chairman, with strong and independent oversight by the Lead Director and the other non-management directors.

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 24

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~~Board of Directors Oversight of Risk~~

The Board of Directors considers risk oversight to be an integral part of its role, and discussions regarding risks faced by the Company are part of its meetings and deliberations throughout the year. Our Corporate Governance Guidelines provide that the Board is responsible for assessing major risks facing the Company and reviewing options for their mitigation. At the direction of the Board, management is responsible for implementing an enterprise risk management process and reporting to the Board at least annually regarding its assessment of risks that could have a significant impact on the Company and the strategies for their mitigation. In this way, the Board is engaged in risk oversight at the enterprise level.

The Board is also engaged in risk oversight through regular reports from the Audit Committee. The Audit Committee is charged with reviewing with management and the Company’s internal auditors the Company’s major financial exposures and the steps management has taken to monitor and control those exposures. The Audit Committee receives periodic reports from management on these areas of potential exposure, including litigation, commodity price hedging, liquidity and capital resources, financial reporting and disclosures and regulatory risks, among others. The Audit Committee also receives reports from management regarding compliancecomply with our Code of Business ~~Conduct. The Audit Committee reviews at least annually the Company’s policies~~Conduct and guidelines concerning financial risk assessment and financial risk management, with the assistance of the Company’s internal auditors, KPMG LLP. KPMG LLP conducts a process of assessing major risks, including management interviews, and presents and discusses with the Audit Committee its conclusions regarding the Company’s major risks. From this process, areas of concern are identified and considered and the internal audit plan is developed. Results of these reviews and audits are presented to the Audit Committee throughout the year. At each regular Board meeting, the Audit Committee Chairman reports to the Board regarding the activities of the Committee.

~~Corporate Governance Guidelines~~

Our Corporate Governance Guidelines outline the functions and responsibilities of the Board, director qualifications, and various processes and procedures designed to ensure effective and responsive governance. The guidelines are reviewed annually and revised as appropriate to reflect changing regulatory requirements and best practices. The full text of the Corporate Governance Guidelines can be found on the Company’s website.

Ethics, or Code of ~~Business Conduct~~

All employees, officers and directors are required to comply with the Company’s Code of Business Conduct to help ensure that the Company’s business is conducted in accordance with the highest standards of moral and ethical behavior.Conduct. The Code of ~~Business~~ Conduct ~~covers all areas of professional~~is a guideline that helps to promote honest and ethical conduct ~~including conflicts of interest, customer relationships, insider trading, financial disclosure, intellectual property~~ and ~~confidential information, as well as requiring strict adherence to all laws and regulations applicable to~~compliance with the ~~Company’s business. Employees, officers and directors are required annually to reply to a~~law. We provide Code of Conduct ~~Questionnaire,~~training at time of hire and on an annual basis thereafter, which ~~is designed to elicit information related to~~training may include anti-harassment, anti-discrimination, inclusion, and workforce management training. Any suspected violations of applicable laws, rules or regulations, or the Code of Conduct, or any ~~known~~unethical business practices may be reported through use of our confidential hotline at (877) 813-9101 or ~~possible violation of the Code.~~online at www.coterra.ethicspoint.com. The full text of the Code of ~~Business~~ Conduct can be found on the Company’s ~~website. The Company will satisfy~~website at www.coterra.com.

Any waiver of the ~~requirement to disclose any amendments to or waivers from certain provisions of its~~ Code of ~~Business~~ Conduct for non-executive officers or employees may be granted by ~~posting such information on~~ the ~~website at that location.~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 25

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~~Attendance at Board Meetings and Annual Meetings~~

~~The Board of Directors held six meetings during 2017. All directors attended 100%~~Company’s Chief Executive Officer, General Counsel, Chief Financial Officer, or Chief Human Resources Officer. Any waiver of the ~~meetings~~Code of Conduct for directors or executive officers may be granted only by the Board of Directors or by the Governance and Social Responsibility Committee, subject to the disclosure and other provisions of the ~~committees~~Exchange Act, the rules promulgated thereunder and the applicable rules of the NYSE. If a waiver is granted to a director or executive officer, the notice of the waiver shall be posted on ~~which they served.~~

~~The~~the Company’s ~~policy is that it expects all members~~website, www.coterra.com, within four business days of the vote by the Board of Directors or shall be otherwise disclosed as required by applicable law or NYSE rules. Notices of waivers posted on the website shall remain there for a period of 12 months and shall be retained in our files as required by law.

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STOCKHOLDER ENGAGEMENT

We engage with our stockholders regularly throughout the year. The Governance and Social Responsibility Committee oversees our stockholder engagement program and receives regular reports from management on stockholder engagement and feedback. Our engagement program is designed to ~~attend~~address questions and concerns, provide perspective on Company policies and practices, seek stockholder input and incorporate feedback, as appropriate. Our primary stockholder engagement opportunities in 2023 are identified below, and executive officers participated at all of the ~~Company’s~~investor conferences and non-deal roadshows.

2023 Communication and Engagement Highlights

In 2023, in addition to our regular stockholder engagement efforts, we conducted dedicated stockholder outreach efforts related to two stockholder proposals included in the proxy statement for the 2023 annual meeting of stockholders. ~~In 2017, all~~We contacted our 25 largest stockholders representing 68.9 percent of outstanding shares, received responses from 10 stockholders representing 45.9 percent of outstanding shares, and held calls with the nine who requested engagement representing 45.3 percent of outstanding shares. Following the results of the ~~continuing members~~stockholder vote at the 2023 annual meeting of stockholders, and as a result of feedback received from our stockholders with respect to such proposals, we included additional disclosure in our 2023 Sustainability Report regarding the ~~Board attended~~reliability of methane emission disclosures and joined the ~~annual meeting.~~

Oil and Gas Methane Partnership 2.0 (“OGMP 2.0”). The OGMP 2.0 has a framework that is dedicated to achieving reliable methane emission measurement, reporting, and mitigation. As part of OGMP 2.0, we plan to submit our 2023 methane emission estimates through their framework in second quarter 2024.

24COTERRA ENERGY

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~~Directors who~~

PROPOSAL 2

TO AMEND AND RESTATE THE RESTATED CERTIFICATE OF
INCORPORATION OF COTERRA ENERGY INC.

We are ~~employees~~asking you to approve a proposal to amend and restate the Restated Certificate of Incorporation of Coterra Energy Inc. (the “Certificate of Incorporation”), in the form attached as Appendix A to this proxy statement (the “Amended and Restated Certificate of Incorporation”). The Amended and Restated Certificate of Incorporation would amend the Certificate of Incorporation to provide for exculpation of certain officers of the Company ~~receive no additional compensation~~as permitted by Delaware law and to make certain non-substantive updates. The Board approved, subject to stockholder approval, and declared it advisable to recommend that stockholders approve, the Amended and Restated Certificate of Incorporation.

Purpose and Effect of the Amended and Restated Certificate of Incorporation

Effective August 1, 2022, Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”) was amended to authorize corporations to adopt a provision in their certificate of incorporation to eliminate or limit monetary liability of certain corporate officers for ~~their duties~~breach of the fiduciary duty of care. Previously, the DGCL allowed only exculpation of directors for breach of the fiduciary duty of care. As amended, Section 102(b)(7) of the DGCL authorizes corporations to provide for exculpation of the following officers: (i) the corporation’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer, (ii) “named executive officers” identified in the corporation’s SEC filings, and (iii) other individuals who have agreed to be identified as ~~directors. During 2017, nonemployee directors’ annual compensation included an annual retainer fee~~officers of ~~$75,000 each, payable quarterly, for their service on~~ the ~~Company’s Board~~corporation.

Section 102(b)(7) of ~~Directors and its committees. The Lead Director received an additional $20,000 annual retainer,~~ the ~~Audit Committee Chairman and Compensation Committee Chairman each received an additional $15,000 annual retainer, the Executive Committee Chairman received an additional $5,000 annual retainer~~DGCL, as amended, only permits, and the ~~remaining committee chairmen received an additional $10,000 annual retainer, each payable quarterly,~~Amended and Restated Certificate of Incorporation would only permit, the exculpation of certain officers in connection with direct claims brought by stockholders, including class actions, but would not eliminate officers’ monetary liability for ~~this additional service. Additionally, each nonemployee director will receive $2,000~~breach of fiduciary duty claims brought by the Company itself or for ~~each Board~~derivative claims brought by stockholders in the name of ~~Directors meeting attended in excess of six in-person meetings per year. The~~the Company. In addition, as is currently the case with directors ~~did not receive additional meeting fees in 2017.~~

~~In 2017, nonemployee directors were also entitled to an annual award of restricted stock units~~ under the ~~2014 Incentive Plan,~~Certificate of Incorporation, the ~~restrictions on~~Amended and Restated Certificate of Incorporation would not limit the liability of officers for any breach of the duty of loyalty to the Company or its stockholders, any acts or omissions not in good faith or which ~~lapse~~involve intentional misconduct or a knowing violation of the ~~date~~law and any transaction from which the ~~nonemployee director leaves the Board of Directors, with a targeted award value at grant date of $200,000. The restricted stock units are paid cash dividend equivalents~~officer derived an improper personal benefit. Article VII in the ~~amount~~Certificate of Incorporation currently provides for the exculpation of directors but does not include a provision that allows for the exculpation of officers.

Overview of the ~~cash dividend paid on~~Amended and Restated Certificate of Incorporation

As discussed above, Article VII in the Certificate of Incorporation currently provides for the exculpation of directors. This Proposal 2 requests that stockholders approve the Amended and Restated Certificate of Incorporation to extend the exculpation provision to certain of our ~~outstanding Common Stock~~officers as permitted by DGCL Section 102(b)(7), as amended, by adding a new paragraph to Article VII of the Certificate of Incorporation as follows:

“An officer of the Corporation shall not be personally liable to the Corporation or its stockholder or stockholders for monetary damages for breach of fiduciary duty as an officer, except for liability (i) for any breach of the officer’s duty of loyalty to the Corporation or its stockholder or stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for any transaction from which the officer derived an improper personal benefit, or (iv) for any action by or in the right of the Corporation. If the GCL is amended after the date of ~~grant through~~filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the ~~date~~personal liability of officers, then the ~~restrictions lapse. In 2017, these directors each received 8,850 restricted stock units, except for~~liability of an officer of the ~~two directors appointed~~Corporation, in addition to the limitation on ~~August 15, 2017, who each received a pro-rata targeted award value at grant date~~personal liability provided herein, shall be limited to the fullest extent permitted by the GCL as so amended. Any repeal or modification of ~~$76,000 resulting in a grant~~this Article VII by the stockholder or stockholders of ~~3,100 shares.~~

~~Based~~the Corporation shall be prospective only, and shall not adversely affect any limitation on the ~~results~~personal liability of ~~a competitive study prepared by the Board’s independent compensation consultant, effective January 1, 2018, the Board of Directors approved~~ an increase in non-employee directors’ annual compensation. The annual award of restricted stock units was increased, for the first time since 2013, to a grant date value of $230,000. The annual retainers for leadership roles were also increased to $25,000 for the Lead Director, $20,000 for eachofficer of the ~~Audit~~Corporation existing at the time of such repeal or modification.”

This Proposal 2 also requests that stockholders approve the Amended and ~~Compensation Committee Chairmen, and $15,000 for each~~Restated Certificate of Incorporation to make certain non-substantive updates. The text of the ~~Corporate Governance & Nominations~~Amended and ~~Safety & Environmental Affairs Committee Chairmen.~~

~~Board members may participate in~~Restated Certificate of Incorporation is attached as Appendix A to this proxy statement. Modifications reflecting the ~~Nonemployee Director Deferred Compensation Plan, which provides each nonemployee director an opportunity~~extension of exculpation to elect each year to take any, or all, of the director’s annual cash retainer and additional fees for serving as lead director or as a committee chairman in restricted stock units, valued at the closing price of the Common Stock on the date specified in the plan, in lieu of a quarterly cash payment of such amounts. The terms of the restricted stock units are the same as those issued annually. All directors were also reimbursed for travel expenses incurred for attending Board and committee meetings. For more information on director compensation, see “Director Compensation Table” below.

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 26

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~~Director Compensation Table~~

~~The table below summarizes the total compensation paid to each of the nonemployee directors~~certain officers of the Company as permitted by Delaware law and certain non-substantive updates are indicated by double underlining in Appendix A to this proxy statement.

Reasons for the ~~fiscal year ended December 31, 2017.~~

Name Fees Earned or
Paid in Cash*
($) Stock Awards
($)(1) Option Awards
($) Non-Equity
Incentive Plan
Compensation
($) Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($) All Other
Compensation
($)(2) Total
($)
Dorothy M. Ables $ 75,000 $ 200,010 — — — $ 6,236 $ 281,246
Rhys J. Best $ 90,000 $ 200,010 — — — $ 17,887 $ 307,897
Robert S. Boswell $ 75,000 $ 200,010 — — — $ 6,602 $ 281,612
Amanda M. Brock $ 18,750 $ 76,229 $ 1,576 $ 96,555
Robert Kelley $ 115,000 $ 200,010 — — — $ 31,884 $ 346,894
W. Matt Ralls $ 95,000 $ 200,010 — — — $ 12,959 $ 307,969
Marcus A. Watts $ 18,750 $ 76,229 $ 2,777 $ 97,756

Restricted stock units were issued pursuant to the Company’s Nonemployee Director Deferred Compensation Plan in lieu of quarterly cash retainer and leadership fees totaling $75,000 for Ms. Ables, $37,500 for Mr. Boswell and $95,000 for Mr. Ralls.

~~(1)~~

The amounts in this column reflect the grant date fair value with respect to restricted stock units in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 for the fiscal year ended December 31, 2017. Assumptions used in the calculation of these amounts are included in Note 13 of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (the “Form 10-K”). In February 2017, each nonemployee director received a grant of 8,850 restricted stock units, with a grant date fair value of $200,010 based on the closing price of the Common Stock on the February 17, 2017 grant date with the exception of Ms. Brock and Mr. Watts who received a pro-rata grant of 3,100 shares on August 15, 2017. The restricted stock units vest on the grant date, but are not payable by the Company in shares of Common Stock until the date the nonemployee director ceases to be a director of the Company. The aggregate number of restricted stock units outstanding at December 31, 2017, including those issued in lieu of quarterly cash retainer and fees, held by each director is as follows:

~~Name~~		~~Total RSUs~~
~~Dorothy M. Ables~~		~~24,488~~
~~Rhys J. Best~~		~~106,260~~
~~Robert S. Boswell~~		~~21,919~~
~~Amanda M. Brock~~		~~3,100~~
~~Robert Kelley~~		~~180,844~~
~~W. Matt Ralls~~		~~69,952~~
~~Marcus A. Watts~~		~~3,100~~

~~(2)~~

~~The amounts in this column for each director include quarterly cash dividend equivalents paid on the restricted stock units.~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 27

Amended and Restated Certificate of Incorporation

~~Back~~The Board believes it is important to ~~Contents~~provide protection from certain liabilities and expenses that may discourage prospective or current officers from accepting or continuing service with corporations. As with directors, officers frequently must make decisions

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~~Director Retirement~~

in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight. This is especially the ~~policy~~case in the current litigious environment where stockholder plaintiffs have employed a tactic of bringing certain claims against officers that would otherwise be exculpated if brought against directors to avoid dismissal of such claims. The Amended and Restated Certificate of Incorporation would align the protections for our officers with those protections currently afforded to our directors.

In addition, the Board believes the Amended and Restated Certificate of ~~Directors that directors~~Incorporation would better position the Company to attract top officer candidates. In the absence of this exculpatory protection, qualified officers might be deterred from serving as officers of the Company ~~retire~~due to exposure to personal liability and the risk that substantial expense will be incurred in defending lawsuits, regardless of merit.

The stockholders of many of our peers have already adopted exculpation clauses that limit the personal liability of officers in their certificates of incorporation and failing to adopt the Amended and Restated Certificate of Incorporation could impact our recruitment and retention of exceptional officer candidates who conclude that the potential exposure to liabilities, costs of defense and other risks of proceedings exceeds the benefits of serving as an officer of the Company.

The Board also considered the narrow class and type of claims from which such officers would be exculpated from liability pursuant to DGCL Section 102(b)(7), as amended, the limited number of our officers that would be impacted, and the benefits the Board believes would accrue to the Company by providing exculpation in accordance with DGCL Section 102(b)(7), as amended, including the ability to further enable our officers to best exercise their business judgment in furtherance of stockholder interests.

After weighing these considerations, upon the recommendation of the Governance and Social Responsibility Committee, the Board approved and declared it advisable to adopt, subject to stockholder approval, the Amended and Restated Certificate of Incorporation to provide for exculpation of certain officers of the Company as permitted by Delaware law and to make certain unrelated, non-substantive updates.

Additional Information

If Proposal 2 is not approved by our stockholders at the annual meeting, then the Amended and Restated Certificate of Incorporation will not be approved and will not be implemented or become effective. The vote on the Amended and Restated Certificate of Incorporation is binding. Approval of Proposal 2 will constitute approval of the Amended and Restated Certificate of Incorporation, as set forth in Appendix A to this proxy statement. Other than the addition of a new paragraph to Article VII of the Certificate of Incorporation as set forth above and certain non-substantive updates to the Certificate of Incorporation, in each case as set forth in Appendix A, the remainder of the Certificate of Incorporation will remain unchanged after effectiveness of the Amended and Restated Certificate of Incorporation.

If Proposal 2 is approved, the Company intends to file the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware as soon as practicable following ~~their 73~~^rd~~birthday. It~~stockholder approval, and the Amended and Restated Certificate of Incorporation will become effective at the time of that filing. The Board may, at any time prior to the effectiveness of the Amended and Restated Certificate of Incorporation, abandon the Amended and Restated Certificate of Incorporation without further action by the stockholders or the Board (even if the requisite stockholder vote is ~~also~~obtained).

Required Vote

Approval of the ~~policy~~Amended and Restated Certificate of Incorporation will require the affirmative vote of a majority of the outstanding shares of common stock entitled to vote on the matter. Abstentions and broker non-votes will have the effect of votes against this matter.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COTERRA ENERGY INC. TO LIMIT THE LIABILITY OF CERTAIN OFFICERS AS PERMITTED BY DELAWARE LAW AND TO MAKE CERTAIN NON-SUBSTANTIVE UPDATES.

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COMPENSATION

PROPOSAL 3

TO APPROVE, BY NON-BINDING ADVISORY VOTE,
THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with Section 14A of the Exchange Act and the related rules of the SEC, the stockholders of the Company are entitled to cast an advisory vote at the annual meeting to approve the compensation of the Company’s named executive officers. The vote on this Proposal 3 is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers as described in this proxy statement. At the 2023 annual meeting, our stockholders approved our proposal to provide you this opportunity on an annual basis.

As described more fully in the “Compensation Discussion and Analysis” section of this proxy statement, the Company’s executive compensation program is designed to:

•

Align executive compensation with our business strategy;

•

Encourage management to create sustained value for the stockholders while managing inherent business risks;

•

Attract, retain, and engage talented executives; and

•

Support a long-term performance-based culture throughout the Company.

We urge you to read the “Compensation Discussion and Analysis” and “Compensation Tables” sections on pages 28 to 56 so that you have an understanding of our executive compensation philosophy, policies and practices.

The stockholder vote on executive compensation is an advisory vote only, and it is not binding on the Company or the Board of ~~Directors that a retiring CEO of~~Directors. Although the ~~Company retires from service on the Board, unless a determination~~vote is ~~otherwise made by the Board of Directors.~~

~~Information on Standing Committees of the Board of Directors~~

~~Information on each of the Board’s standing committees as of the date hereof is discussed below. The charters of each of the Board committees can be found on the Company’s website.~~

~~Committees~~	~~Independent?~~	~~2017~~ ~~Meetings~~	~~Dinges~~	~~Ables~~	~~Best~~	~~Boswell~~	~~Brock~~	~~Kelley~~	~~Ralls~~	~~Watts~~
~~CGN~~	~~Yes~~	4			✔	✔		✔
~~Audit~~	~~Yes~~	4		✔		✔	✔	✔
~~Compensation~~	~~Yes~~	4		✔					✔	✔
~~Safety~~	~~Yes~~	4					✔			✔
~~Executive~~	No	0	✔						✔

~~– Chairman of committee~~

✔ ~~– Member of committee~~

~~Corporate Governance and Nominations Committee.~~ ~~The function of the CGN Committee is to assist the Board in fulfilling its responsibility to the stockholders by:~~

●	~~Identifying qualified individuals to become Board members and assisting the Board in determining the composition of the Board and its committees;~~

●	~~Assessing Board and committee effectiveness;~~

●	~~Developing and implementing the Company’s corporate governance guidelines; and~~

●	~~Taking a leadership role in shaping the corporate governance of the Company.~~

~~In accordance with its charter, the CGN Committee has adopted minimum criteria for Board membership, which are discussed in more detail at “Director Nominations and Qualifications” above.~~

~~Audit Committee.~~ ~~The function of the Audit Committee is to assist the Board in overseeing:~~

●	~~The integrity of the financial statements of the Company;~~

●	~~The compliance by the Company with legal and regulatory requirements;~~

●	~~The independence, qualifications, performance and compensation of the Company’s independent auditors; and~~

●	~~The performance of the Company’s internal audit function.~~

It is the policy of the Audit Committee to pre-approve all audit, review or attest engagements and permissible non-audit services, including the fees and terms thereof, to be performed by the independent auditors, subject to, and in compliance with, the ~~de minimis~~ exception for non-audit services described in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934 and the applicable rules and regulations of the SEC. The Audit Committee has delegated to each member of the Audit Committee authority to pre-approve permissible services to be performed by the independent auditors. Decisions of a member to pre-approve permissible services must be reported to the full Audit Committee at its next scheduled meeting.

Each member of the Audit Committee satisfies the financial literacy and independence requirements of the NYSE listing standards. The Board has determined that Mr. Kelley meets the requirements of an “audit committee financial expert” as defined by the SEC.

~~Compensation Committee.~~ ~~The function of~~non-binding, the Compensation Committee ~~is to:~~

●	Review and approve corporate goals and objectives relevant to the CEO’s compensation, evaluate the CEO’s performance in light of those goals and objectives, and determine, subject to ratification by the Board, the CEO’s compensation level based on this evaluation;

●	~~Provide counsel and oversight of the evaluation and compensation of management of the Company, including base salaries, incentive compensation and equity-based compensation;~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 28

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●	~~Discharge any duties imposed on the Compensation Committee by the Company’s incentive compensation and equity-based compensation plans, including making grants;~~

●	Evaluate the independence of, and retain or replace any compensation consultant engaged to assist in evaluating the compensation of the Company’s directors, CEO and other officers and to approve such consultant’s fees and other terms of retention; and

●	~~Review the annual compensation of the directors.~~

~~During 2017, no member~~and the Board value the opinions of the ~~Compensation Committee was an officer or employee~~stockholders and will consider the outcome of the ~~Company or any~~vote when making future compensation decisions. The next say-on-pay vote will occur at the 2025 annual meeting of ~~its subsidiaries, or formerly an officer~~stockholders.

Required Vote

The advisory vote regarding the compensation of the ~~Company or any~~named executive officers described in this Proposal 3 will be approved if holders of ~~its subsidiaries. During 2017, the Company had no compensation committee interlocks.~~

~~Safety and Environmental Affairs Committee.~~ ~~The function~~a majority of the ~~Safety and Environmental Affairs (Safety) Committee is to assist the Board in providing oversight and support~~voting power of the ~~Company’s safety~~common stock present in person or represented by proxy at the annual meeting and ~~environmental policies, programs and initiatives. Among other things,~~entitled to vote on the Safety Committee reviews our compliance with environmental, health and safety laws and regulations, pending legislative and regulatory initiatives, training initiatives and, as needed, consults with outside and internal advisors regarding the managementproposal vote in favor of the ~~Company’s safety and environmental policies, programs and initiatives.~~

~~Executive Committee.~~ ~~The function~~proposal. Abstentions will have the same effect as votes against the proposal, but broker non-votes will not affect the outcome of the ~~Executive Committee is to exercise all power and authority of~~voting on the Board of Directors in the event action is needed between regularly scheduled Board meetings and a meeting of the full Board is deemed unnecessary, except as limited by the Company’s bylaws or applicable law. The Executive Committee did not meet during 2017.

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 29

proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.

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COMPENSATION DISCUSSION AND ANALYSIS

~~Executive Summary~~

This Compensation Discussion and Analysis ~~(“CD&A”) provides stockholders with an understanding of~~describes our compensation philosophy, objectives, policies and practices in place during ~~2017, as well as the factors considered by our Compensation Committee of the Board of Directors (“the Committee”) in making compensation decisions for 2017. This CD&A focuses on~~2023 with respect to the compensation of our named executive officers. For 2023 our named executive officers included the following executive officers serving at the end of 2023:

Additionally, our named executive officers for 2023 include Scott C. Schroeder, our former Executive ~~Officer, our~~Vice President and Chief Financial Officer, and Christopher H. Clason, our ~~three other most highly compensated officers for 2017 (the “NEOs”), namely:~~

~~Dan O. Dinges~~	~~Chairman, President & Chief Executive Officer~~
~~Scott C. Schroeder~~	~~Executive Vice President & Chief Financial Officer~~
~~Jeffrey W. Hutton~~	former Senior Vice President ~~Marketing~~
~~Phillip L. Stalnaker~~	~~Senior Vice President, North Region~~
~~Steven W. Lindeman~~	~~Senior Vice President, South Region and Engineering~~

~~Our compensation plans~~ and practices are designed to align the financial interests of our NEOs with the financial interests of our shareholders. To that end, we provide our NEOs with a competitive base salary, an annual cash bonus opportunity based on the achievement of specific goals aligned with shareholder value creation and long-term incentives tied to long-term total shareholder return and annual cash flow attainment. For the NEOs, in 2017 the level of at-risk pay ranged from 74% to 89% of the total annual compensation opportunity, with the CEO having the highest level of at-risk pay.

~~2017 Performance Highlights~~

The oil and gas industry in 2017 experienced some strengthening of oil and natural gas prices, improving the financial results for the industry and for Cabot. With that improvement, however, came a strong message from the investment community for our industry to be disciplined by not focusing on growth to the detriment of financial returns and to return some value directly to shareholders. To meet these objectives, we believe companies should focus on generating free cash flow, which Cabot has done in each ofChief Human Resource Officer.

BUSINESS CONTEXT

One Coterra

Over the last two ~~years. Cabot generated free cash flow~~years, we embarked on a transformative journey with a key theme: “One Coterra.” This theme served as the guiding principle for the successful integration of ~~$155 million in 2017~~two companies following the strategic merger of Cimarex and ~~$57 million in 2016.~~⁽¹⁾

~~Other accomplishments during 2017 include:~~

●	~~Growing production by 9.3% to a record 685 Bcfe and increasing total proved reserves to a record 9.7 Tcfe, up 13% even after selling 329 Bcfe of non-strategic assets.~~

●	~~Achieving a new all-time low all-in finding cost for the 2017 investment program of $0.35 per Mcfe and a new 20-year low in unit costs, which averaged $2.02 per Mcfe.~~

●	~~Repurchasing slightly over five million shares ($123.7 million) of our Common Stock during the year, further improving our growth metrics on a per share basis.~~

●	~~Tripling our quarterly dividend between January 2017 and January 2018 from $0.02 to $0.06 per share.~~

Cabot’s strategy has been consistent for several years: to manage our balance sheet by investing each year within our cash flow and supplementing any funding needs with non-core asset sales. This strategy has served us well and continues to be our focus moving forward. WithCabot. During the ~~Company’s recent and projected free cash flow,~~subsequent integration, we have ~~reaffirmed~~experienced planned executive transitions and implemented expected succession plans, with key leaders stepping into pivotal roles to drive our ~~continued focus on returning~~unified vision forward.

In line with our commitment to fostering a ~~portion~~cohesive and high-performing organization, we realigned the LTI program to reflect competitive market practices, ensuring that executives are aligned and motivated toward the common goal of “One Coterra.”

Furthermore, recognizing the critical role of stability and continuity in executing our ambitious business plan, our Board of Directors renewed Mr. Jorden’s employment agreement and entered into an agreement with Mr. Bell memorializing certain future compensatory rights in consideration for Mr. Bell’s agreement to not terminate his employment for good reason under his legacy Cimarex severance compensation agreement. These strategic decisions underscore our commitment to the “One Coterra” vision, ensuring strong leadership and unified direction as we continue to pursue our objective of exceeding stockholder expectations. Our proactive approach to these critical aspects of our ~~free cash flow~~business reinforces our dedication to ~~shareholders each year through a combination of increased dividends~~long-term growth and ~~opportunistic stock repurchases.~~

~~(1)~~

~~Free cash flow is not a measure calculated in accordance with generally accepted accounting principles (GAAP). Please see Appendix A for additional information.~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 30

value creation.

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DELIVERING VALUE TO STOCKHOLDERS

~~2017 Compensation Highlights~~

~~The following compensation outcomes in 2017 rewarded important near-term operating successes while aligning executives with~~Over the ~~same stock price performance results experienced by our long-term stockholders:~~

●

~~Total Shareholder Return (“TSR”) Performance Awards vested at 140% of target.~~Due to our sixth-place ranking among our compensation peer group, performance shares granted to our executives in 2015 with vesting contingent upon our relative three-year TSR vested at 140% of target. All five of the peer companies that performed better than Cabot over the most recent performance period are considered oil companies by the investment community as they produce primarily oil, which has experienced a faster commodity price recovery recently than natural gas, whereas Cabot produces primarily natural gas.

●

~~Annual cash bonus paid out at 200% of target.~~The Company’s operating performance metrics for the 2017 annual cash incentive awards were above target expectations, recording levels at or near double-digit growth, while the related financial metrics significantly improved from the target level. Taking into account these successes and theprior three years, we delivered substantial value ~~created from their results, as well as the achievement of significant strategic initiatives, the awards for the NEOs were paid out at 200% of target, including the 20% discretionary portion.~~

●

~~Performance awards based on operating cash flow met target.~~Our performance target for our hybrid performance shares of achieving at least $100 million of operating cash flow in 2017 was met, resulting in the annual vesting of hybrid performance shares granted to executives over the last three years.

●

~~Over 95% of shares voted approved executive compensation.~~At our most recent annual meeting in May 2017, over 95% of the votes cast supported our executive compensation practices. Due to a preference expressed by some investors in ongoing shareholder outreach, however, the Committee elected to include a financial return metric in the short-term incentive program for 2018. Otherwise, the Committee continued our 2017 compensation practices substantially unchanged in 2018.

~~Our Pay for Performance Alignment~~

~~We have maintained consistent and disciplined performance-based compensation programs for all of our executives. For many years, the Committee has awarded compensation opportunities~~ to our ~~CEO and other executives that require meaningful relative stock price and absolute financial performance~~stockholders, evidenced by a +90% total stockholder return (“TSR”) from the beginning of 2021 to ~~deliver targeted realized compensation levels. The allocation~~the end of ~~2017 compensation among salary, short-term incentives and long-term incentives for our CEO and the other NEOs, on a weighted average basis, reflects this guiding principle, as show below:~~

~~Long-Term Incentives~~

~~In 2017, the Committee awarded 60% of each executive’s long-term incentive opportunity in the form of performance shares payable solely~~2023, while maintaining market competitive Chief Executive Officer pay.

(1)

Based on the ~~basis of our~~ total shareholder return relative to our industry peer group over a three-year performance period (“TSR performance shares”). This metric directly aligns the interests of our management team with those of our shareholders. Our TSR performance over the past three years relative to our peers generated above-target payments for executives from the TSR performance shares. The CEO’s award and the relative performance achieved for the most recently completed performance period are as follows:

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 31

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~~CEO TSR PERFORMANCE SHARE AWARDS~~

Target Value Awarded Peer Rank Achieved Percentage of Target
Achieved Earned Award Value
Performance Period Achieved⁽¹⁾
2015–2017 $3,899,988 6^thof 17 140% $5,635,350

~~(1)~~

This performance period ended December 31, 2017. Target value awarded is based on the number of performance shares awarded multiplied by the closing stock price of the Company’s Common Stock on the date of grant, which was $28.23. The earned award value is based on the closing stock price of the Company’s Common Stock on December 29, 2017, which was $28.60.

In 2017, we awarded 40% of each executive’s long-term incentive value through hybrid performance shares that require threshold achievement based on a financial metric (see “Hybrid Performance Shares” below). The hybrid performance shares vest on a three-year graduated schedule, with 25% of the award vesting on each of the first two anniversaries of the date of grant and 50% vesting on the third anniversary. To date, all the CEO’s hybrid performance share awards have satisfied the required performance criteria at their scheduled vesting date.

~~Short-Term Incentive~~

In 2017, as in recent years, we have utilized four key performance metrics for our annual cash bonus that we believe align with the primary value drivers for an exploration and production company and that we believe can be most directly impacted by executives. The performance metrics are reserve growth, finding costs, production growth and unit costs. These metrics were chosen by the Committee because we believe that reserve and production growth targets, when combined with goals for lowering finding and unit costs, have a high correlation to increases in stock prices over the long-term, even with volatility in commodity prices in the short-term. The combination of operating metrics and financial metrics is designed to produce a focus on economic growth that produces returns to shareholders. By linking the underlying costs with the related growth metrics, the Company promotes a focus on returns on investment and disincentives growth without regard to costs and returns. In this way, executives are rewarded in the short-term for creating long-term value for shareholders.

~~Effects of Say on Pay and Shareholder Outreach~~

In setting 2017 executive compensation, the Committee considered the outcome of the say-on-pay vote at the three most recent annual meetings as strongly supportive of our pay practices and incentive programs. Those results were as follows:

●	~~98% in favor of the 2015 annual meeting; and~~

●	~~95% in favor of the 2016 annual meeting; and~~

●	~~95% in favor of the 2017 annual meeting.~~

Furthermore, our stockholders have supported our compensation programs since the imposition of the say-on-pay vote, with approval rates of 95% or above since the first vote in 2011. As a result, the Committee concluded that the 2017 compensation paid to ~~our NEOs and our overall pay practices did not require substantial revision. This conclusion was further affirmed by input received from our top institutional shareholders~~Mr. Jorden as reported in ~~our regular outreach program during~~ the ~~period after the 2017 annual meeting and preceding the filing of this Proxy Statement,~~Summary Compensation Table.

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OUR COMPENSATION PHILOSOPHY

Our Pay is Aligned with one notable exception. Some of our investors have expressed a preference to have incentive programs focused more on rewarding executives for improved financial returns metrics rather than on operating or cost metrics. While Cabot’s short-term incentive program does emphasize financial returns by pairing growth metrics with cost metrics, the Committee undertook to adjust the metrics for 2018 to provide a more direct link between the Company’s financial returns and rewards to executives by adding a financial returns metric and modifying the operating growth metrics to further incentivize disciplined, economic growth. See “2018 Changes toOur Performance ~~Metrics and Goals” for more information about the new short-term incentive metrics for 2018.~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 32

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~~Overview of~~ Our ~~Compensation Program~~

~~Philosophy and Objectives of Our Compensation Program~~

~~The Committee oversees an~~ executive compensation program is designed to attract, retain, and engage highly qualified executives and to capture value for ~~shareholders.~~stockholders. The primary objectives of our compensation program are:

•

To align executive compensation with our business strategy;

•

To attract, retain, and engage talented executives;

•

To encourage management to create sustained value for the stockholders while managing inherent business risks; and

•

To support a long-term performance-based culture throughout the Company.

ANNUAL SAY ON PAY ADVISORY VOTE

We Value Stockholders’ Perspective on Executive Pay Programs

At the 2023 annual meeting of stockholders, approximately 96 percent of the votes cast were in favor of our 2022 executive compensation programs. The Compensation Committee recognized the support received from our stockholders and viewed the results as a confirmation of our executive compensation programs and policies. The Compensation Committee will maintain the practice of assessing stockholder votes and feedback when developing our executive compensation programs.

OUR COMPENSATION PRACTICES AND DESIGN

Our Executive Compensation Program Follows Best Practices

●

~~To align executive compensation with our business strategy;~~

●

~~To encourage management to create sustained value for the shareholders while managing inherent business risks;~~

●

~~To attract, retain, and engage talented executives; and~~

●

~~To support a long-term performance-based culture throughout the Company.~~

~~We achieve these objectives by:~~

●

~~Assigning 74-89% of NEO compensation to at-risk, performance-based incentive opportunities;~~

●

~~Tying incentive plan metrics and goals to shareholder value principles; and~~

●

~~Having balanced, open and objective reviews of goals and performance.~~

~~The Committee believes that each of these objectives carries an equal amount of importance in our compensation program.~~

~~Our Compensation Practices~~

~~The following practices and policies ensure that our executives’ compensation is designed with shareholders’ interests.~~

What we do:
					Include emissions reduction target metrics within the short-term incentive program
					Grant at least half of the value of annual LTI in the form of performance-based awards
					Relative TSR performance awards require above median performance for target payout and cap payout at target if TSR is negative over the performance period
					Short-term incentive compensation based on disclosed performance metrics (with payout caps) including operational, financial and returns metrics
					Provide for “double trigger” cash payouts in change-in-control agreements
					Maintain substantial stock ownership and retention requirements for executive officers and directors
					Maintain a clawback policy
					Hold an annual advisory “say-on-pay” vote
					Have only independent directors on Compensation Committee
					Use an independent compensation consultant

What we don’t do:
~~Emphasis~~		No vesting periods of less than three years for equity awards issued in 2023, other than pro-rata vesting for transitioning officers
		No payout above target on ~~long-term, performance-based equity compensation~~ LTI performance shares if TSR is negative during performance period
		No hedging or pledging of company stock by executive officers or directors
~~Short-term incentive compensation based on disclosed performance metrics (with payout caps)~~		No ~~excise~~ tax gross-ups ~~for executive officers appointed after 2010~~
~~Substantial stock ownership and retention requirements for executive officers and directors~~	~~No vesting of equity awards after retirement if competing with company~~
~~Provide for “double trigger” cash payouts in change-of-control agreements~~	No re-pricing or discounting of options or ~~SARs~~stock appreciation rights
~~Clawback policy~~		No performance metrics that would encourage excessive risk-taking
~~Hold annual advisory “say-on-pay” vote~~	~~No dividend equivalents paid to executive officers on unvested equity awards until vested~~
~~Use an independent compensation consultant~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 33

2024 PROXY STATEMENT29

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~~Elements of~~

Our Compensation Program

We use various components of executive compensation, with an emphasis on variable compensation and long-term incentives. The components of executive compensation are presented in the table below and discussed in more detail later in this section of the Proxy Statement.

is Designed to Support our Compensation Philosophy

~~Compensation~~ ~~Component~~	Chief Executive Officer	~~Form/Timing~~ ~~of Payout~~		Other Named Executive Officers

Element

Form and Timing

Purpose

~~How We Determine Amount~~

Determination
Considerations

Base Salary

Paid in cash throughout the year

Compensate ~~fairly~~competitively for position, experience, ~~expertise~~ and ~~competencies.~~expertise

~~Base salaries are targeted to approximate~~

In aggregate, determined using the compensation peer group median for reference, taking into account the competitive environment, as well as the experience and ~~accomplishments~~scope of each executive.

Annual Cash
Incentive ~~Bonus~~Awards

Paid in cash after the year has ended and performance has been measured

Motivate and reward ~~performance~~ achievement of results against a set of business goals and individual ~~goals:~~

~~● Financial goals (unit costs, finding costs)~~

~~● Operational goals (specific objectives tied to production growth and reserve growth)~~

~~● Discretionary objectives aligned with corporate strategy~~

● ~~Qualitative performance evaluated by the Committee~~

contribution

~~Annual bonus opportunities~~

Opportunities are established as a percentage of base salary and are targeted to approximate average industry ~~bonus~~cash incentive percentage levels for comparable executive ~~positions.~~

positions as well as executive team alignment. Annual payout is determined by comparing actual performance during prior year to established ~~thresholds~~performance metrics and ~~a strategic component.~~goals. The Compensation Committee retains authority to exercise ~~negative~~ discretion in determining the total ~~bonus~~cash incentive pool.

~~Long-term~~
~~Incentives~~

Long-Term Incentive Awards

~~60%~~

50 percent relative TSR performance shares payable in stock (and cash for achievement over target)

Granted in Q1 to align with business plan and performance period. Cliff vest three years from the grant date

~~Promotes~~

Promote alignment of executive decisions with ~~shareholder~~stockholder interests through performance awards ~~where value varies with Company~~based on the Company’s stock performance relative to a peer group over a three-year performance ~~period.~~

period

The value of performance-based equity awards is based on individual and Company circumstances including executives performing multiple roles and a smaller executive team than peers. Payout for TSR performance awards up to 200 percent for top performance, with a payout cap at target in the event TSR is negative.

50 percent time-based restricted share units payable in stock

Granted in Q1. Cliff vest three years from the grant date

Aligns interests of executives and stockholders while promoting retention

The value of time-based equity awards granted to executive officers, in aggregate, is generally targeted ~~above~~at competitive pay levels using the median of the peer group for reference, although ~~other~~ individual and Company circumstances may influence the award amounts. ~~Payout at target levels for TSRs at median of peer group and up to 200% for top performance.~~

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2023 PERFORMANCE-BASED COMPENSATION

Our Incentive Compensation Programs Align Corporate Strategy Through Thoughtful Performance Metric Selection

Annual Cash Incentive Bonus Program		Why the Metric is Important
45% Economic Performance (PVI-10)	~~40% hybrid~~	Including the economic performance ~~shares payable in stock~~ ~~Vest over three years (25% / 25% / 50%)~~of our annual drilling program reflects our commitment to stockholder value creation. By consistently monitoring and improving the PVI of our drilling program we ensure that our capital investments are optimized.
~~Encourage executives~~20% Annual Production Guidance		Consistently meeting or exceeding annual production guidance demonstrates credibility, operational excellence, and the quality of our assets. It provides confidence to ~~achieve multi-year strategic~~investors that we can execute projects and effectively mitigate risk.
20% Annual Budget Guidance		Including our capital budget reflects our commitment to financial ~~objectives. Annual vesting contingent upon operating cash flow exceeding $100 million.~~discipline, operational efficiency, and responsible stewardship of stockholder capital. It reinforces our commitment to delivering on our promises.
~~The value~~5% Green House Gas (“GHG”) Intensity 5% Methane Intensity 5% Flare Intensity		Including reductions to GHG intensity, methane intensity, and flare intensity reflects our commitment to the responsible development of ~~equity awards is generally targeted above the median of the peer group, although other individual~~oil and ~~Company circumstances influence the award amounts. Annual vesting at target level for achievement of performance goal in prior year and no vesting if not achieved.~~natural gas.

~~2017 Executive Compensation~~

~~We believe~~
Long-Term Incentive Program Why the Metric is Important
50% Relative TSR (3-year performance period) Relative comparison of TSR versus peers over a three-year period provides alignment between executive pay and stockholder experience.
50% Time-Based RSUs (3-year cliff vesting) Increased weighting from 40 percent to 50 percent in 2023 to enhance and promote retention of executives. Providing full vesting on the third anniversary of grant provides greater alignment with long-term stockholders.

Our Incentive Program Payouts are Aligned with Performance Outcomes

Determination of 2023 Annual Cash Incentive Metric Achievement

The following ~~executive compensation policies and programs effectively serve the interests~~table provides details of the shareholders and the Company. The Committee has worked over the years to devise, manage and provide an executive compensation program that is designed to meet its intended objectives and contribute to the Company’s overall success.

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 34

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~~2017 Committee Activity~~

~~During 2017, the Committee held three regular meetings, one in each~~level of February, July and October. In addition, the Committee held a meeting in early January 2017 for the purpose of certifying the results for the TSR performance share awards with a performance period of 2014–2016 that vested on December 31, 2016.

~~At the time the 2017 grants were made and periodically throughout the year, the Committee referenced the Fall 2016 competitive market study~~achievement of the ~~peer group by Meridian Compensation Partners, LLC (“Meridian”), the Committee’s independent compensation consultant. Based on the study~~2023 annual cash incentive performance metrics reviewed and the CEO’s recommendations with respect to the other Company officers, the Committee determined 2017 salaries, bonus payouts for 2016 performance, certified the 2016 results for payouts of a portion of each of the hybrid performance shares granted from 2014 to 2016, and the annual grant of long-term incentive awards for our officers. A detailed discussion of each item of compensation can be found below under “2017 Compensation Decisions.”

Also at the February 2017 meeting and prior to making any compensation decisions, the Committee reviewed a detailed analysis of stock ownership and retention levels for each NEO. The Committee does not use tally sheets, but over the course of the year reviews each element of compensation for the NEOs, including elements of total direct compensation and payments upon severance or change of control, as well as other benefits and perquisites. Lastly, at the February 2017 meeting, the Committee and the Board of Directors discussed and approved the 2017 performance criteria for the 2017 cash bonus plan.

During 2017, the Committee reviewed an analysis prepared by Meridian of 2016 executive compensation reported by our peer group. From the available 2016 survey information, the Committee evaluated its compensation decisions relative to our peer group. The Committee also reviewed an analysis prepared and presented by Meridian of current compensation issues and trends, including a 2017 competitive market study of executive compensation among the peer companies. This analysis, along with other data and reports, is utilized in the Committee’s review of all components of compensation in the following February meeting.

~~Industry Peer Group~~

We use one peer group for both compensation competitive analysis and to measure the relative performance of our TSR performance shares. The Committee chose these companies because they represent our direct competitors of similar size and scope in the exploration and production sector of the energy industry, and include several companies that compete in our core areas of operation for both business opportunities and executive talent. The peer group changes from time to time due to organic changes in the Company or its peers, business combinations, asset sales and other types of transactions that cause peer companies to no longer exist or to no longer be comparable. The Committee approves all revisions to the peer group. Based on 2017 year-end closing market prices, the market capitalization of companies in our industry peer group ranged from approximately $2.3 billion to $29.4 billion. Our market capitalization at 2017 year-end was approximately $13.4 billion.

~~In February 2018, the Committee affirmed the application of the current peer group to the 2018–2020 performance cycle. Our peer group is as follows:~~

●	~~Antero Resources Corporation~~	●	~~Marathon Oil Corporation~~
●	~~Chesapeake Energy Company~~	●	~~Murphy Oil Corporation~~
●	~~Cimarex Energy Company~~	●	~~Newfield Exploration Company~~
●	~~Concho Resources Inc.~~	●	~~Noble Energy Inc.~~
●	~~Continental Resources Inc.~~	●	~~Pioneer Natural Resources Company~~
●	~~Devon Energy Corporation~~	●	~~QEP Resources Inc.~~
●	~~Encana Corporation~~	●	~~Range Resources Corporation~~
●	~~EQT Corporation~~	●	~~Southwestern Energy Company~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 35

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~~Role of the Compensation Consultant~~

The Committee employs the services of an executive compensation consultant. In 2017, the Committee engaged Meridian as its independent consultant, and Meridian has also been retained by the Committee for 2018. Meridian is responsible for preparing and presenting a comprehensive competitive market study of the compensation levels and practices for a group of industry peers. The Committee-approved industry peer group is listed and described in more detail above at “Industry Peer Group.” Meridian is also responsible for preparing and presenting an outside director compensation study using the same industry peer group. The Committee relies on Meridian for input on pay philosophy, current market trends, legal and regulatory considerations and prevalence of benefit and perquisite programs. A representative of Meridian attends all regular meetings of the Committee and participates in most executive sessions.

In October 2017, the Committee reviewed the independence of Meridian, and found it to be independent and without conflicts of interest in providing services to the Committee. In making such determination, the Committee considered the six factors established by the NYSE. Fees paid by the Company to Meridian account for less than 1% of Meridian’s total annual revenues. The Committee reviewed Meridian’s policies and procedures designed to prevent conflicts of interest. To the knowledge of Meridian, there are no personal relationships among Meridian partners, consultants or employees and members of the Committee or the Company’s management. To the knowledge of Meridian, none of the Meridian partners, consultants or employees providing services the Committee owns Company stock. Meridian works exclusively for the Committee and performs no services directly for management. Management does not retain the services of a compensation consultant.

~~Role of Executives in Establishing Compensation~~

Our Chairman, President and CEO makes recommendations annually, and as new officers are hired, to the Committee with respect to salary, bonus and long-term incentive awards for all other executive officers. In making recommendations, our CEO considers input from Meridian’s independent competitive market study, internal pay equity issues, individual performance and Company performance. The CEO’s recommendations are just one of the factors considered by the Committee, in conjunction with the other factors discussed in this CD&A, in setting compensation for all executive officers. The Executive Vice President and Chief Financial Officer (“CFO”), who is ultimately responsible for human resources administration, provides the Committee with survey data from a wider group of companies in the energy sector than the industry peer group described above, which the Committee uses for evaluation of non-executive compensation trends, and general administrative support implementing the Committee’s decisions. The CEO and CFO also provide recommendations to the Committee regarding appropriate bonus metrics, taking into account current industry drivers and company strategic objectives, as well as appropriate performance targets for each year. The CFO and his staff assist the Committee in determining bonus payouts by providing the calculations of bonus metric achievement, which the Committee takes into account in determining the ultimate bonus payout pool each year. The CEO and CFO, along with the Vice President and Corporate Secretary, attend the Committee meetings; however, the officers are excused from the meetings to enable the Committee to meet privately in executive session, both with and without the compensation consultant also being present. The executives listed above prepare materials and agendas for the Committee meetings and prepare the long-term equity plans and award agreements, as directed by the Committee, for approval. The terms of all award agreements and the specific individual awards for executives, however, are all approved by the Compensation Committee ~~and, as needed, by the Board of Directors.~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 36

on February 20, 2024.

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~~2017 Compensation Decisions~~

~~There are three major elements of the executive in-service compensation program:~~

Goals

2023 Results

Metrics

Weight

Threshold
(50%)

Target
(100%)

Stretch
(200%)

Financial/
Operational
Results

Comments

Funding

Weighted
Funding

Economic Performance (PVI-10)(1)

The PVI-10 of our 2023 drilling program was 1.65, exceeding our target goal of 1.50 (fully burdened for drilling, completion, facilities, infrastructure, land, and overhead costs). This result was primarily driven by strong economic returns in the Permian Basin.

130%

59%

Annual Production Guidance (MBOE/day)

2023 annual production exceeded the upper end of our stretch goal of 648 MBOE/Day. This result was due to operational efficiencies that allowed us to turn new wells to production faster and stronger well performance.

200%

40%

Annual Budget Guidance (MM$)

The 2023 annual budget was in line with our target goal of $2,100MM. Savings from cost deflation were offset by additional costs related to operational issues.

96%

19%

Green House Gas Intensity (Metric Tons [MT] CO2e/MBOE)

2023 GHG intensity exceeded our stretch goal. This improvement was due to accelerating electric compressor installations.

200%

10%

Methane Intensity (MT CH4/MT CH4) (%)

2023 methane intensity exceeded our stretch goal. This result was primarily due to instrument air installations.

200%

10%

Flare Intensity (MMCF/MMCF) (%)

2023 flare intensity exceeded our stretch goal. We have continued to improve our flare management practices during curtailment events.

200%

10%

TOTAL

100%

TOTAL STI SCORE YTD

148%

(1) ~~base salary, (2)~~

For 2023 annual cash incentive ~~bonus~~performance metric purposes, PVI-10 is not a measure calculated in accordance with generally accepted accounting principles (GAAP) and ~~(3) long-term incentive equity awards. Company perquisites are~~is not based on any standardized methodology prescribed by GAAP. As a ~~minor element of the executive compensation program. This design generally mirrors the pay practices of the exploration~~result, it is not necessarily comparable to similarly titled measures presented by other companies. PVI-10 is not calculated from Coterra’s financial statements and ~~production industry generally~~should be considered in addition to, and ~~our selected industry peer group. Our compensation is intentionally weighted toward long-term equity-based compensation. Each element is described below.~~

~~Mr. Dinges, our Chairman, President and CEO, has~~not as a ~~significantly broader scope of responsibilities than the~~substitute for, other ~~named executive officers. The difference~~financial measures prepared in ~~compensation for Mr. Dinges described below primarily reflects these differing responsibilities and, except as described below, does not result from the application of different policies or decisions~~accordance with ~~respect to Mr. Dinges.~~

~~Base Salary~~

~~The Committee believes base salary~~GAAP. It is a ~~critical element~~present value index discounted at 10%, calculated by dividing the net present value of ~~executive compensation because it provides executives with a base level of monthly income. The base salary of each executive, including the NEOs, is reviewed and approved annually~~certain cash flows by the ~~Committee. The CEO’s salary is established by the Committee (and ratified by the Board~~present value of ~~Directors)~~capital investments plus a constant value.

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Relative TSR Performance Shares

Our outstanding performance-based awards (awards granted in 2022 and the other executives’ salaries are established jointly by the CEO and the Committee. Base salary is targeted for all executive positions near the median level of the peer group. Individual salaries take into account our established salary policies and our current salary budget; the individual’s levels of responsibility, contribution and value to the Company; individual performance; prior relevant experience; breadth of knowledge; and internal and external pay equity issues. Base salary increases from 2016 to 2017 for the NEOs range from approximately 8% to 16%.

Name Title 2016 Base Salary 2017 Base Salary
Mr. Dinges Chairman, President and Chief Executive Officer $ 900,000 $ 975,000
Mr. Schroeder Executive Vice President and Chief Financial Officer $ 475,000 $ 550,000
Mr. Hutton Senior Vice President, Marketing $ 355,000 $ 385,000
Mr. Stalnaker Senior Vice President, North Region $ 350,000 $ 385,000
Mr. Lindeman Senior Vice President, South Region and Engineering $ 350,000 $ 385,000

In 2017, the Committee reviewed two competitive market studies for compensation of the peer group, prepared by our independent consultant. The Committee noted that Mr. Dinges’ 2017 base salary of $975,000 was between the 25th and 50th percentile of the industry peer group for the 2017 competitive data. The Committee views the CEO salary level as consistent with its philosophy of delivering a relatively higher percentage of CEO compensation through long-term incentives. The base salaries of a majority of the other NEOs exceeded the 75th percentile of the peer group due to individual experience in each role and differences in peer organization management structures relative to ours. The Committee views these salary levels as consistent with its compensation philosophy, given the long tenure of the current NEOs in their positions and the breadth of responsibility borne by each of the NEOs, relative to their most comparable positions at most of the peer companies. The Committee took no additional action to revise base salaries during the year.

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 37

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~~Annual Cash Incentive Bonus~~

The annual cash incentive bonus opportunity provides the NEOs, as well as other executives and key employees, with an incentive in the form of an annual cash bonus to achieve overall business goals. The bonus opportunity is stated as a percentage of base salary and is set using the Committee’s philosophy to target bonus levels (as a percentage of base salary) consistent with the competitive market for executives in similar positions. Annual bonus opportunities2023) are based on ~~metrics and performance goals that are of primary importance to the Company during the coming year and motivate executives to achieve those goals.~~

~~2017 Performance Metrics and Goals~~

The bonus plan was designed to emphasize value-generating metrics, to link related metrics together to take into account the interrelated impacts of such metrics on value creation, and to increase the overall payout potential for a breakout year, while reducing overall discretion. The 2017 bonus opportunity metrics and weighting is as follows:

	~~Performance~~ ~~Achievement Range~~	X	~~Conditional Multiplier~~ ~~of 1.5x~~	X	~~Weighting~~ ~~Factor~~	=	~~Bonus Achievement Range~~ ~~(% of Target)~~
~~Reserve Growth~~			~~Applies if both metricsgreater than~~ ~~100%achievement (subject to~~ ~~275% maximum)~~		~~25%~~		~~0–68.75%~~
~~Finding Cost~~					~~15%~~		~~0–41.25%~~
~~Production Growth~~	~~0-275%~~		~~Applies if both metricsgreater than~~ ~~100%achievement (subject to~~ ~~275% maximum)~~		~~25%~~		~~0–68.75%~~
~~Unit Cost~~					~~15%~~		~~0–41.25%~~
~~Strategic Evaluation~~			~~No multiplier~~		~~20%~~		~~0–55%~~
~~Total Bonus Achievement~~							~~0–275%~~
					~~Maximum Bonus Payout 250%~~

At the start of each year the bonus metrics and performance goals are established with the target level of performance (100%) based on the operating budget approved by the Board of Directors. The performance goals for no payout (0%) and a payout at 200% of target for each metric are also created at this time. The bonus plan places a cap on the performance achievement for each metric at 275% of target, which allows for some additional benefit for above-range performance, but removes the potential of one metric creating a disproportionate payout. Additional parameters for the 2017 annual cash incentive bonus plan include a weighting multiplier of 1.5 times for each of two grouped metrics if actual performance on each of the grouped metrics is at target (100%) or above, up to the 275% maximum performance achievement per metric. The grouped metrics are (1) reserve growth and finding costs, and (2) production growth and unit costs. The Committee established the weighting multiplier on the grouped metrics to encourage a balanced approach to achieving operational goals and to discourage over-achievement of one metric in a manner that adversely affects the grouped metric. For example, excessive spending on a development program could help achieve the reserve growth metric at levels above target levels, but cause finding costs to increase to unacceptable levels. By grouping the reserve growth and finding costs metrics together, and using a weighting multiplier of 1.5 for achieving target or above on both metrics, the Committee is rewarding not only growth, but also efficiency in operations, which we believe creates long-term shareholder value.

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 38

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With respect to the strategic evaluation metric, the Committee evaluates key influences on Company performance not taken into account in the other metrics. These may include the management of capital spending, rates of return on our capital program, environmental and safety performance, net income performance, organizational leadership and other factors the Committee deems to have been important in the prior year’sRelative TSR performance and may vary from year to year. The Committee follows no set performance targets relating to these factors. In general, the Committee expects to award the target (100%) level of performance of the strategic evaluation metric in years when the Company meets internal and external performance expectations with respect to these factors, but could assign no achievement to this metric (0%) up to the maximum level of 275% of achievement of this metric. The strategic evaluation metric is not a grouped metric so there is no additional weighting multiplier of 1.5 times on this metric.

~~The bonus plan has a maximum award payout of 250% of target in the aggregate.~~

~~2018 Changes to Performance Metrics and Goals~~

In response to our 2017 shareholder outreach and continued investor preference for companies in our industry to focus more on financial returns metrics than operating metrics in setting executive compensation, our Committee undertook an initiative to add a financial returns metric of Return on Capital Employed (ROCE) to our annual cash incentive bonus for 2018, weighted at 10%, and to reduce the weighting of the two operating growth metrics accordingly. Additionally, a “per debt-adjusted share” modifier was added to the reserve and production growth metrics to further incentivize and reward disciplined, economic growth. The resulting 2018 bonus opportunity metrics and weighting is as follows:

~~2017 Metrics and Weighting~~
~~Reserve Growth~~	~~25%~~
~~Finding Costs~~	~~15%~~
~~Production Growth~~	~~25%~~
~~Unit Costs~~	~~15%~~
~~Strategic Evaluation~~	~~20%~~
	~~100%~~

~~2018 Metrics and Weighting~~
~~Reserve Growth Per Debt-Adjusted Share~~	~~20%~~
~~Finding Costs~~	~~15%~~
~~Production Growth Per Debt-Adjusted Share~~	~~20%~~
~~Unit Costs~~	~~15%~~
~~Return on Capital Employed (ROCE)~~	~~10%~~
~~Strategic Evaluation~~	~~20%~~
	~~100%~~

~~Determination of Bonus Payout~~

Upon completion of each fiscal year, the bonus formula established for the bonus plan for that year, as described above, is calculated using the actual achievement for each of the bonus metrics from the prior year, and the Committee’s assessment of the strategic evaluation component. The formula yields a potential overall bonus pool payout, stated as a percentage of target. The CEO makes recommendations to the Committee for annual bonuses to be paid to each executive officer (other than the CEO), based on the formulaic output for the total bonus pool, with individual performance adjustments recommended by the CEO. The Committee references both the CEO’s recommendations and the formula output in determining the bonuses to be paid to the NEOs other than the CEO. The Committee also retains discretion to take into account the effect on the bonus metrics of unanticipated factors, such as acquisitions and divestitures, which are not part of establishing the target metrics because the Company cannot budget these activities, when arriving at the approved total bonus pool. When acquisition or divestiture activity occurs, for example, the Committee assesses its impact and exercises its discretion to adjust for the impact on the overall bonus pool. The Committee will determine the total bonus pool payout, but individual awards can vary from the payout, at the discretion of the Committee. The Committee will also take into account the formulaic output in determining the CEO’s bonus payout, along with Company and individual performance, as discussed further below.

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 39

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~~2017 Bonus Opportunity~~

~~In 2017 the Committee determined that target bonus percentages for our NEOs would remain at 2016 levels for all NEOs. During 2017, the bonus opportunity for the NEOs was as follows:~~

Executive Title Target Bonus (% of Salary) Target Bonus Value
Mr. Dinges Chairman, President and Chief Executive Officer 125 % $ 1,218,750
Mr. Schroeder Executive Vice President and Chief Financial Officer 100 % $ 550,000
Mr. Hutton Senior Vice President, Marketing 75 % $ 288,750
Mr. Stalnaker Senior Vice President, North Region 75 % $ 288,750
Mr. Lindeman Senior Vice President, South Region and Engineering 75 % $ 288,750

~~In 2017, actual performance under the bonus metrics compared to the performance goals was as follows:~~

Our proved reserves at December 31, 2017 were 9.7 Tcfe, representing reserve growth of 13.4% over 2016. These reserves were added at a very efficient $0.35 per Mcfe. Production growth of 9.3% helped drive down unit costs to the lowest level since 1998. In reaching a conclusion on the strategic evaluation component of the bonus metrics, the Committee considered the Company’s level of performance in 2017—recording record levels of production and reserves at a record low “all-in” finding cost—as well as the continued and significant progress in portfolio rationalization, placing the Company at the top of its peer group in generating the free cash flow required to consistently return capital to shareholders in the coming years. The Committee found that the strategies that were employed for long-term value generation for our stockholders remain sound. The result of 2017 performance against all the bonus metrics, including the strategic evaluation component, was that the total allocation for corporate performance was approved at 200% of target, prior to adjustment for regional or individual performance.

~~2017 CEO Payout~~

Upon completion of each fiscal year, the Committee determines the CEO’s annual cash incentive bonus based on Company performance, the results of the bonus plan formula described above and the Board’s annual CEO performance evaluation. The independent directors of the Board discuss and ratify the CEO’s annual cash incentive bonus payment, considering the factors stated above and any factors relating to performance that were particularly significant in the year in question.

~~For 2017, the Committee noted in particular:~~

●	~~the Company’s record operational achievements, including record production and reserve levels, both in absolute terms and on a “per debt-adjusted share” basis;~~
●	~~the generation of $155 million in free cash flow for the year, increasing from $57 million in the prior year;~~
●	~~the continued financial strength of the Company, allowing the quarterly dividend to be tripled between January 2017 and January 2018; and~~
●	~~the achievement of the lowest all-in unit costs in twenty years, along with the portfolio rationalization that positions the Company to continue this cost-cutting trend in 2018.~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 40

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The Committee evaluated these factors and concluded that they provide Cabot a solid foundation for 2018 and beyond. Based on this evaluation, the Committee approved the CEO’s bonus payout for 2017 at 200% of target. The bonus payout for the other NEOs was also 200% of target. See “Executive Compensation–Summary Compensation Table” below for actual bonuses paid to the NEOs.

~~Long-Term Incentive Awards~~

In 2017, the Committee continued its established practice of awarding two types of performance shares—TSR performance shares and hybrid performance shares—to provide long-term incentives to our NEOs.

The award allocation to NEOs in 2017 is designed to provide 60% of the targeted grant-date value from TSR performance shares and 40% from hybrid performance shares, which are time-vested, subject to a performance condition. The total size of the long-term incentive awards is based on a number of factors, including peer group and related industry competitive practice, which is used as a point of reference to gauge appropriate total compensation levels for a company of our size, business complexity and growth profile. The Committee does not typically consider prior period long-term incentive awards, such as the amount of equity previously granted and outstanding, or the number of shares owned, when determining annual long-term incentive awards.

~~All long-term incentives awarded to our NEOs in 2017 were granted under the 2014 Incentive Plan.~~

~~TSR Performance Shares~~

The Committee believes performance shares based on the Company’s total shareholder return relative to that of its peers provides a strong link between the performance of the executives and their pay, whereas other types of equity awards, such as stock options, may not. The Committee also believes that a relative comparison of performance against peersmeasured over a three-year performance period using the following scale:

Payout Level

Relative TSR Performance (Percentile Rank v. TSR Peers)

Performance Shares Earned

Maximum

Greater than or equal to the 90th percentile

200%

Target

55th percentile

100%

Threshold

Greater than or equal to the 30th percentile

50%

Less than Threshold

Less than the 30th percentile

Negative TSR Payout Cap at Target: If the Company’s TSR for the performance period is negative, then the “Performance Shares Earned,” as ~~opposed~~calculated in the above table, will not exceed 100 percent, regardless of the Company’s actual percentile ranking.

Relative TSR Peers: Compensation peer companies plus two indices: the SPDR S&P Oil and Gas Exploration and Production ETF Index; and the S&P 500 Industrials Index.

Payout Form to a single year, provides a better evaluation of how management performed under changing economic conditions. For these reasons, the Committee believes that our TSR performance share awards are a good measure of performance versus the peer group and appropriately link stock performance and compensation.Limit Dilution: To allow for payouts in excess of target without excessive dilution or the need to reserve shares in excess of target, all payouts in excess of ~~100%~~100 percent of target are to be paid in the cash value of the ~~shares,~~shares.

2023 COMPENSATION DECISIONS

The following summarizes the 2023 compensation decisions and target compensation levels for each named executive officer, except Mr. Young, who commenced employment with the Company in July 2023 and in connection therewith (i) became eligible to participate in the Company’s annual cash incentive bonus program, with a target bonus equal to 100% of his base salary ($620,000), and (ii) received (a) a one-time restricted stock unit grant with a target grant value of $2,000,000, (b) a one-time performance stock grant with a target grant value of $2,000,000 and (c) a one-time cash payment of $100,000.

Thomas E. Jorden | Chief Executive Officer and President

Mr. Jorden became our Chief Executive Officer and President in 2021 following the merger of Cimarex and Cabot and was appointed as Chairman of the Board effective January 1, 2023.

The Compensation Committee made no changes to Mr. Jorden’s target compensation for 2023 based on ~~the closing trading price of our Common Stock on the last day~~competitive position to market and peer group.

The Company renewed Mr. Jorden’s employment letter agreement effective October 2023, which included an increase in Mr. Jorden’s Base Salary and Target Bonus, effective

January 1, 2024. Details of the ~~performance period. For additional information~~terms of Mr. Jorden’s renewed employment letter agreement are provided at the end of this section.

($ thousands)	2022			2023			% Change
Base Salary		$	1,125		$	1,125	0%
Target Bonus (% of Salary)	130%			130%			0%
Target LTI Grant Value		$	10,000		$	10,000	0%
Total Target Compensation		$	12,588		$	12,588	0%

Stephen P. Bell | Executive Vice President—Business Development

Mr. Bell became our Executive Vice President—Business Development in 2021 following the merger of Cimarex and Cabot.

The Compensation Committee increased his base salary in 2023 by 5 percent. No other changes were made to Mr. Bell’s target compensation for 2023.

In August 2023, the Company and Mr. Bell entered into a letter agreement that memorialized the terms of Mr. Bell’s 2024 and 2025 Target LTI Grant Value. Additional details about this agreement are provided at the end of this section.

($ thousands)	2022			2023			% Change
Base Salary		$	554		$	582	5%
Target Bonus (% of Salary)	100%			100%			0%
Target LTI Grant Value		$	3,000		$	3,000	0%
Total Target Compensation		$	4,108		$	4,164	1%

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Blake A. Sirgo | Senior Vice President—Operations

Mr. Sirgo became our Senior Vice President—Operations in October of 2022.

As a result of the promotion to his current executive role, the Compensation Committee increased his base salary in 2023 by 5 percent and his LTI grant value by 35 percent.

($ thousands)	2022			2023			% Change
Base Salary		$	435		$	456	5%
Target Bonus (% of Salary)	100%			100%			0%
Target LTI Grant Value		$	1,000		$	1,350	35%
Total Target Compensation		$	1,870		$	2,262	21%

Kevin W. Smith | Vice President and Chief Technology Officer

Mr. Smith became our Vice President and Chief Technology Officer in 2021 following the merger of Cimarex and Cabot.

The Compensation Committee increased his base salary in 2023 by 7.5 percent and increased his LTI grant value by 35 percent based on market competitiveness for his role.

($ thousands)	2022			2023			% Change
Base Salary		$	400		$	430	7.5%
Target Bonus (% of Salary)	100%			100%			0%
Target LTI Grant Value		$	1,000		$	1,350	35%
Total Target Compensation		$	1,800		$	2,210	23%

Scott C. Schroeder | Former Executive Vice President and Chief Financial Officer

Mr. Schroeder served as our Executive Vice President and Chief Financial Officer from the completion of the merger in 2021 until the appointment of his successor on July 6, 2023, at which time he transitioned to Special Advisor to the Chief Executive Officer. He retired effective September 30, 2023.

The Compensation Committee increased his base salary in 2023 by 5 percent. No other changes were made to Mr. Schroeder’s target compensation for 2023.

($ thousands)	2022			2023			% Change
Base Salary		$	667		$	700	5%
Target Bonus (% of Salary)	110%			110%			0%
Target LTI Grant Value		$	4,150		$	4,150	0%
Total Target Compensation		$	5,551		$	5,620	1%

Christopher H. Clason | Former Senior Vice President and Chief Human Resource Officer

Mr. Clason served as our Senior Vice President and Chief Human Resource Officer from October 2021 following the merger of Cimarex and Cabot until the appointment of his successor on July 10, 2023, at which time he transitioned to Special Advisor to the Chief Executive Officer. Mr. Clason separated from the Company in September 2023. Additional details about the ~~TSR performance shares, see~~payments and benefits Mr. Clason received in connection with his separation are provided under “Change in Control and Severance Agreements and Other Termination Payments” below.

The Compensation Committee increased his base salary in 2023 by 5 percent. No other changes were made to Mr. Clason’s target compensation for 2023.

($ thousands)	2022			2023			% Change
Base Salary		$	483		$	507	5%
Target Bonus (% of Salary)	100%			100%			0%
Target LTI Grant Value		$	2,000		$	2,000	0%
Total Target Compensation		$	2,966		$	3,014	2%

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2023 Annual Cash Incentive Awards

As noted in the table ~~“Grants~~above under “Determination of ~~Plan-Based Awards” below.~~

~~Hybrid Performance Shares~~

Annual Cash Incentive Metric Achievement,” the Compensation Committee determined that the level of achievement for annual cash incentive payouts was 148 percent of target. In addition to such outcome, the Compensation Committee considered Mr. Jorden’s recommendations to the Compensation Committee regarding each executive officer other than himself. After fulsome discussion with all independent directors in executive session, and notwithstanding the actual cash incentive metric achievement, the Compensation Committee approved the following annual cash incentive awards for 2023:

	Target (% of salary)		Approved (% of Target)		Approved ($)
Thomas E. Jorden		130%		137%		2,000,000
Shannon E. Young III		100%		126%		780,000
Stephen P. Bell		100%		144%		840,000
Blake A. Sirgo		100%		138%		630,000
Kevin W. Smith		100%		145%		625,000

Due to ~~restricted stock share limitations under the 2014 Incentive Plan~~Mr. Schroeder’s retirement and Section 162(m) tax considerations, in 2016 the Committee again awarded hybrid performance shares instead of restricted stock. The hybrid performance shares vest over a three-year period from the date of grant, with 25% vestingMr. Clason’s separation, in each case, on September 30, 2023, neither Mr. Schroeder nor Mr. Clason earned a 2023 cash incentive award.

Renewed Employment Agreement with Mr. Jorden

In September 2023, the Board of Directors presented Mr. Jorden with an extended employment letter agreement (as extended, the ~~first two years~~“Jorden Letter Agreement”) pursuant to which Mr. Jorden will remain as Chief Executive Officer through October of 2026. The Board believes that Mr. Jorden’s leadership through the merger integration period has been exemplary and ~~50% vesting in~~that, under his leadership, the ~~third year, provided~~performance of the Company has ~~$100 million or more operating cash flow~~been strong with financial and operational results consistently exceeding expectations. Additionally, Mr. Jorden and the Board have spent considerable time reviewing and implementing succession plans for the roles from which several executive officers recently departed. The Board believes it is in the ~~fiscal~~best interest of stockholders to ensure that Mr. Jorden’s leadership remain uninterrupted both for operational continuity and effective executive succession.

Pursuant to the terms of the Jorden Letter Agreement, Mr. Jorden’s base salary increased to $1,200,000 effective as of January 1, 2024; beginning in 2024, Mr. Jorden’s target annual cash incentive increased to 140 percent of his base salary; and Mr. Jorden will continue to receive annual long-term incentive awards with a target grant date value equal to $10 million. The severance provisions of the Jorden Employment Agreement remained unchanged and are discussed separately in “Potential Payments upon Termination or Change in Control” beginning on page 46 below.

Letter Agreement with Mr. Bell

In August 2023, the Company and Mr. Bell entered into a letter agreement memorializing the terms of Mr. Bell’s annual long-term incentive awards for each of calendar years 2024 and 2025. In exchange for Mr. Bell’s waiver of the right to assert good reason under his legacy Cimarex severance compensation agreement, the letter agreement with Mr. Bell provides that he will receive annual long-term incentive awards with a target grant date value equal to $4.5 million during each of calendar years 2024 and 2025, subject to his continued employment with the Company through the applicable grant date, except as discussed in “Potential Payments upon Termination or Change in Control” beginning on page 46 below. The awards are to be granted in the ordinary course and on the same terms as the annual long-term incentive awards granted to similarly situated executive officers at the applicable grant date. The Company entered into the letter agreement with Mr. Bell because it values the continuity of Mr. Bell’s continued leadership, especially during a time of several other executive successions.

Change in Control and Severance Agreements and Other Termination Payments

The Compensation Committee generally views the potential payments and benefits under change in control and severance agreements as a separate compensation element because such payments and benefits are not expected to be paid in a particular year and serve a different purpose for the executive other than elements of compensation. Accordingly, those payments and benefits do not significantly affect decisions regarding other elements of compensation. The terms of the Company’s severance and compensation agreements are discussed separately in “Potential Payments upon Termination or Change in Control” beginning on page 46 below.

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Mr. Clason resigned for good reason under his legacy Cimarex severance compensation agreement during the change in control protection period. The Company and Mr. Clason agreed that his separation date would be September 30, 2023, which would provide the Company with continuity of critical human resources functions and facilitate the integration of Mr. Clason’s successor, who commenced employment on July 10, 2023. In August 2023, in recognition of Mr. Clason’s efforts to ensure a seamless transition of the human resources function and other key projects he completed or agreed to complete prior to his separation, the ~~vesting date. Applying~~Company amended Mr. Clason’s 2021, 2022 and 2023 equity award agreements to provide that a ~~cash flow threshold~~portion of such awards that would otherwise be forfeited in connection with his separation, would instead remain outstanding and eligible to vest in accordance with their terms, subject to his compliance with certain restrictive covenants. Additional details regarding the payments and benefits Mr. Clason received in connection with his separation are discussed separately in “Potential Payments upon Termination or Change in Control” beginning on ~~share vesting allows these awards~~page 46 below.

HOW WE SET EXECUTIVE COMPENSATION

Role of the Independent Compensation Consultant

The Compensation Committee engages an independent executive compensation consultant to ~~remain fully tax deductible~~provide information and objective advice regarding executive and non-employee director compensation. For 2023, the Compensation Committee continued its engagement of F.W. Cook as its independent executive compensation consultant. The Compensation Committee reviewed F.W. Cook’s independence in accordance with the six factors established by the NYSE and found it to be independent and without conflicts of interest in providing services to the ~~Company upon vesting. Hybrid~~Compensation Committee. F.W. Cook was engaged by the Compensation Committee and performed no services directly for management. Management does not retain the services of a compensation consultant.

Role of Executives in Establishing Compensation

Our Chief Executive Officer proposes changes to compensation for his direct reports, which the Compensation Committee considers when making decisions. The officer team proposes goals for incentive programs and offers performance ~~shares also have less underlying volatility~~data to aid the Compensation Committee in administering incentive compensation programs. The Compensation Committee has the ultimate say on all components of executive officer compensation. Our Chief Executive Officer does not recommend or participate in deliberations related to his own compensation.

Role of Market Data

F.W. Cook annually prepares a review of our executive officers’ compensation compared to similarly situated executive officers at peer companies, which is approved by the Compensation Committee. The number of publicly traded exploration and production companies has contracted because of M&A activity. As a result, the peer group includes twelve publicly traded exploration and production companies, with our market capitalization positioned at the 48th percentile at the time of approval.

The peer group used by the Compensation Committee in evaluating the competitiveness of executive compensation and making 2023 compensation decisions consisted of the following companies. The peer group remained unchanged compared to 2022, other than ~~traditional performance shares, and therefore help manage attrition risk by creating a more sustained forfeitable stake~~the removal of Continental Resources, which was taken private in the ~~Company. For additional information about~~fourth quarter of 2022.

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RETIREMENT COMPENSATION AND OTHER BENEFITS

Coterra Retirement Savings Plan

The Coterra Energy Inc. Retirement Savings Plan, formerly known as the ~~hybrid performance shares, see the table “Grants of Plan-Based Awards” below.~~

~~Stock Appreciation Rights (SARs)~~

The Committee ceased awarding SARs after 2012, but SARs granted previously to the NEOs remain outstanding. All SARs granted to date vested ratably over a three-year period and have a seven-year term. All of the 18,770 outstanding SARs held by the NEOs are fully vested and exercisable by the NEOs.

Cabot Oil & Gas Corporation~~- 2018 Proxy Statement~~ 41

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~~Personal Benefits and Perquisites~~

We provide the NEOs with limited perquisites and other personal benefits that the Company and the Committee believe are reasonable and consistent with the overall compensation program to better enable us to attract and retain superior employees for key positions. The Committee periodically reviews the level of perquisites and other personal benefits provided to the NEOs. In an effort to promote physical and financial health of the NEOs, they are provided with club membership dues, a Company-paid physical examination for the NEO and his or her spouse, a financial and tax planning stipend of up to $3,000 annually, life insurance, and spouse travel to certain business meetings. The NEOs are reimbursed for these expenses only if they are incurred. The aggregate cost to the Company of the perquisites and personal benefits described above for the NEOs for 2017 are included under “All Other Compensation” in the Summary Compensation Table below.

~~Other Compensation Policies~~

We offer all our employees, including the NEOs, industry competitive benefits including medical and dental reimbursement, short-term and long-term disability plans, basic life and accident insurance and an employee assistance program. We offer a retirement program consisting of both qualified and nonqualified defined contribution savings plans. See “Elements of Post-Termination Compensation” below for further descriptions of these programs.

~~Impact of Regulatory Requirements~~

Our performance shares, both TSR and hybrid, granted in 2017 are intended to constitute “qualified performance based compensation” as defined under Section 162(m) of the Internal Revenue Code. The effect of that qualification is that compensation paid to covered employees pursuant to the TSR performance shares and hybrid performance shares should remain fully deductible, subject to the potential affect of tax reform as described below. In 2017, as in prior years, it was the Committee’s intent that the NEOs’ long-term incentive awards and annual cash incentive bonuses would qualify under Section 162(m) and with respect to 2017 compensation, we believe that to be the case. However, a loss of deductibility has not been considered a material factor in setting compensation.

In addition, during 2017 in order to permit the Committee the flexibility to use subjective and discretionary components in setting annual cash incentive awards without the Company’s loss of deduction under Section 162(m), we used a “negative discretion” plan for executive officers to whom Section 162(m) might be applicable. Under this plan, the Committee set one or more financial or operating performance targets early in the year to create a bonus pool intended to meet the requirements of Section 162(m) for such executive officers and reserves the right to reduce or otherwise set the cash incentive amounts taking other factors into account. As a result, the Section 162(m) metrics were not the primary metrics used in determining the relevant cash incentive awards to these executive officers.

Due to the elimination of the “qualified performance based compensation” exemption under Section 162(m) by the Tax Cuts and Jobs Act (“Tax Act”) enacted in December 2017, beginning in 2018 the compensation in excess of $1 million per employee paid to our NEOs pursuant to the TSR performance shares, the hybrid performance shares and our annual cash bonus will no longer be deductible by the Company, except to the extent that the previously granted awards qualify for the grandfathering provisions applicable to binding written contracts that are in effect on November 2, 2017, and are not materially modified. The Committee considered the effect of the Tax Act on its 2018 compensation decisions and determined that it will not have a material effect, except that the Committee will not use a “negative discretion” bonus plan for 2018 and beyond.

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 42

~~Back to Contents~~

~~Clawback Policy~~

In February 2018, our Compensation Committee adopted a “clawback” policy to allow the Company to recoup paid compensation from current or former executive officers in the event of a material financial statement restatement if the executive’s intentional misconduct caused, in whole or in part, the restatement. The amount of compensation recouped would be that which the executive would not have received if the financials had been properly reported at the time of first public release or filing with the SEC. Both cash and all types of equity compensation are covered by the policy. Our 2014 Incentive Plan makes any award pursuant to the plan subject to any clawback policy adopted by the Committee, so by accepting any award under that plan, each executive agrees to be bound by the policy. The Committee believes that this clawback policy furthers the interests of the Company and shareholders in preventing an executive from being unjustly enriched through misconduct that results in a financial restatement that harms all shareholders. The Committee will continue to monitor the actions of the SEC with regard to the proposed regulations implementing the clawback provisions of Section 954 of the Dodd-Frank Wall Street Consumer Protection Act and will take action to amend the policy to comply with any such regulations, as necessary, when they are finalized.

~~Elements of Post-Termination Compensation~~

Savings Investment Plan

~~The savings investment plan~~ (the “Coterra 401(k) Plan”), is a tax-qualified retirement savings plan, or 401(k) plan, in which all employees, including the ~~NEOs,~~named executive officers, may participate. It allows participants to contribute ~~the lesser of~~ up to ~~50%~~100 percent of their annual salary, or the limit prescribed by the Internal Revenue Service, on a pre-tax basis. We match ~~100%~~100 percent of the first six percent of a ~~participant‘s~~participant’s eligible pre-tax contribution. ~~Participants are 100% vested in~~In addition, during 2023, the ~~Company’s contributions after five years of service, vesting 20% per year.~~

~~During 2017, we~~Company contributed 9%10 percent of salary and bonus of all eligible employees, including all ~~eligible NEOs,~~named executive officers, into the Coterra 401(k) ~~plan~~Plan (or into the nonqualified deferred compensation plan to the extent in excess of the qualified plan limits). Participants are ~~100%~~100 percent vested in the Company’s contributions after ~~five~~three years of service, vesting ~~20% per~~33 percent in the first year, 66 percent in the second year and 100 percent in the third year. The ~~9% contribution is~~Company’s contributions are approved annually by the Board of ~~Directors and in October 2017, the Board approved continuation of the contribution for 2018.~~

Directors.

Coterra Deferred Compensation Plan

The ~~nonqualified deferred compensation plan~~Coterra Energy Inc. Deferred Compensation Plan, formerly known as the Cabot Deferred Compensation Plan, provides supplemental retirement income benefits for our ~~NEOs,~~named executive officers, other officers and other key employees, through voluntary deferrals of salary ~~bonus~~ and ~~certain long-term incentives.~~bonus. It also allows for the Company to provide ~~its~~the full ~~6% match and 9%~~10 percent non-elective contribution when contributions of the matching amount cannot be made to ~~our~~the Coterra 401(k) ~~plan~~Plan due to federal income tax limitations. The plan allows the officers to defer the receipt and taxation of income until retirement from the Company. We make no additional contributions to, nor do we pay in excess of market interest rates on, the deferred compensation plan. Amounts deferred by an officer under the deferred compensation plan are held and invested by the Company in various mutual funds and other investment options selected by the officer at the time of deferral. For additional information about the deferred compensation plan, including the investment options and the manner of distributions, see “Nonqualified Deferred Compensation” on page 44 below.

~~Retiree Medical Coverage~~

~~NEOs are eligible for certain health benefits for retired employees, including their spouses, eligible dependents~~

Personal Benefits and ~~surviving spouses.~~ Perquisites

The ~~health care plans are contributory with participants’ contributions adjusted annually. Employees become eligible for this benefit if they meet certain age and service requirements at retirement.~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 43

~~Back to Contents~~

~~Change in Control Agreements~~

We have change in control agreements with the NEOs and the other executive officers that provide for cash payments and certain other benefits in the event that the employee is actually or constructively terminated within two years of a change in control event. The agreements also provide for accelerated vesting of all equity awards immediately upon a change in control, subject, in the case of the TSR performance shares, toCompensation Committee periodically reviews the level of perquisites and other personal benefits provided to the ~~Company’s TSR performance relative~~named executive officers. In 2023 we provided the named executive officers with limited perquisites and other personal benefits that the Company and the Compensation Committee believe are reasonable, consistent with the overall compensation program, promote a healthy and productive workforce and provide protection to ~~its peers as~~the organization. In 2023, the named executive officers were provided a Company-paid medical examination for the named executive officer, financial, tax and estate planning, supplemental life insurance to bridge certain coverage limitations under our standard policies (consistent for all employees of two times annual earnings up to $1.5 million), and spouse travel to certain business meetings. The aggregate cost to the Company of the ~~last day of~~perquisites and personal benefits described above for the month immediately preceding the month in which the change in control event occurs. When approving the plan, the Committee reviewed data regarding similar plans within the peer group and the Company’s industry generally and applied its judgment to determine whether triggering events and benefit levelsnamed executive officers for 2023 are included under ~~these agreements were necessary to meet the Committee’s objectives of encouraging such employees to remain with the Company~~“All Other Compensation” in the event of a change in control during circumstances suggesting a change in control might occur. The Committee believes this program is important in recruiting and retaining strong leadership and to encourage retention in these situations and thatSummary Compensation Table below.

Other Compensation Policies

We offer all our employees, including the ~~“double-trigger” for cash payouts meets the stockholders’ expectations that employees not be unjustly enriched upon a change in control.~~

The cash payments include three times the sum of base salary and the highest bonus paid in the last three years or targeted to be paid in the year of termination. Benefits include continued eligibility fornamed executive officers, industry competitive benefits including medical, dental and vision benefits, salary continuation for short-term leave of absences and long-term disability plans, basic life and accident insurance ~~for three years, provided the~~and an employee ~~pays the premiums, three years’ service credit in~~assistance program. We offer a retirement program consisting of both qualified and nonqualified defined contribution savings plans ~~limited outplacement assistance~~ and ~~tax gross-up on excise taxes for agreements that were in place prior~~have a retirement policy pursuant to ~~2010. In 2010, the Committee adopted~~which certain equity awards may remain outstanding and eligible to vest following a ~~policy to exclude excise tax gross-up provisions for change in control agreements adopted after that date.~~

The Committee generally views the potential payments and benefits under the change in control agreements as a separate compensation element because such payments and benefits are not expected to be paid in a particular year and serve a different purpose for the executive other than elements of compensation. Accordingly, those payments and benefits do not significantly affect decisions regarding other elements of compensation.

qualifying retirement.

2024 PROXY STATEMENT37

TABLE OF CONTENTS

COMPENSATION GOVERNANCE

Meaningful Stock Ownership Guidelines

The ~~CGN~~Governance and Social Responsibility Committee and the Board of Directors have adopted the following stock ownership guidelines for our executive officers and directors. ~~Under those guidelines, nonemployee~~

Non-employee directors ~~must hold 100% of~~have five years from their initial election, and executive officers have three years from their initial appointment to their position, to comply with these guidelines. Unvested restricted stock and unvested restricted stock units ~~until they cease to~~may be ~~a director. The Chief Executive Officer~~counted in calculating ownership, but options and unvested performance-based awards may not be counted toward the Chief Financial Officer and Executive Vice President are expected to hold shares of Cabot Common Stock with a market value equal to a minimum of eight times their annual base salary. All Senior Vice Presidents and Vice Presidents are expected to hold shares of Cabot Common Stock with a market value equal to a minimum of five times their annual base salary. All other executive officers are expected to hold shares of Cabot Common Stock with a market value equal to a minimum of three times their annual base salary.

ownership minimum. No sales will be approved if such sale would cause the executive officer’s holdings to go below the minimum required shares except where necessary to pay income taxes related to equity awards.

Clawback Policy

The Company has adopted a “clawback” policy that describes circumstances in which the Company will determine and ~~the required minimum level of ownership is expected to be maintained at all times. For newly-appointed or promoted~~recover erroneously awarded compensation received by current and former executive officers ~~there is a five year phase-in period, during which time they~~in connection with certain accounting restatements, regardless of fault or misconduct. Both cash and all types of equity compensation that are ~~expected to hold 50%~~granted, earned or vested based wholly or in part upon the attainment of ~~value,~~“financial reporting measures” that are determined and presented in ~~shares,~~accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, are covered by the clawback policy. The Compensation Committee believes that this clawback policy furthers the interests of the ~~after-tax shares received upon~~Company and stockholders in preventing an executive from being unjustly enriched through a financial restatement. The 2023 Plan, the vesting of the TSR awards until such time as they have accumulated the required multiple of their base salaries for their respective positions, likewise maintaining that level of ownership, once achieved.

Cabot Oil & Gas Corporation~~- 2018 Proxy Statement~~ 44

~~Back~~ 2014 Incentive Plan, or Prior Cabot Plan, and the legacy Cimarex incentive plans provide that any award made pursuant to ~~Contents~~

~~Each of our NEOs exceeds the stock ownership required~~such plan be subject to any applicable clawback policy, so by accepting any award under those plans, each executive has agreed to be bound by the ~~guidelines, as illustrated by the following graph:~~

~~Anti-hedging~~clawback policy.

Anti-Hedging Policy

We have a policy prohibiting directors and officers from speculative trading in Company securities, including hedging transactions, short selling, and trading in put options, call options, swaps or collars. To our knowledge, all directors and executive officers are in compliance with the policy.

The Company’s policy also ~~strongly discourages~~requires that all ~~other~~ employees ~~from~~provide notice and obtain pre-approval before engaging in hedging activities in our stock and any such ~~transaction requires notice and pre-approval, and~~request for approval will only be considered with a valid justification. ~~We are not aware of any hedging activities by our employees in 2017.~~

Executive Compensation Business Risk Review

The ownership stake in the Company provided by our equity-based compensation, the extended vesting periods of these awards and our stock ownership guidelines are designed to align the interests of our ~~NEOs~~named executive officers with our ~~shareholders,~~stockholders, maximize performance and promote executive retention. Management reviews all incentive and equity programs. At the same time, the Compensation Committee believes, with the concurrence of our independent consultant, that our executive compensation program does not encourage management to take unreasonable risks related to the Company’s business. The factors that support this conclusion are our focus on long-term incentive compensation, ~~our use of~~ balanced long-term incentives, metric diversification, ~~and~~ capped opportunities in our annual bonus plan and long-term incentives, and our stock ownership guidelines.

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 45

38COTERRA ENERGY

~~Back~~TABLE OF CONTENTS

Tax Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code of 1986, as amended, places a limit of $1.0 million on the amount of compensation that we may deduct in any one year with respect to ~~Contents~~

~~Compensation Committee Report~~

~~The following report of~~compensation paid to each covered employee. While the Compensation Committee considers the deductibility of compensation in its decision making, the Compensation Committee implements compensation programs that it believes are competitive and attract and retain talented management, which the Compensation Committee believes is in the best interests of the Board of Directors shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules, except for the required disclosure in this Proxy Statement, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”),Company and ~~the information shall not be deemed to be incorporated by reference into any filing made by the company under the Securities Act of 1933 or the Exchange Act.~~

its stockholders.

COMPENSATION COMMITTEE REPORT

The Compensation Committee ~~of the Board of Directors~~ has reviewed and discussed with management the ~~above~~preceding Compensation Discussion and Analysis. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this ~~Proxy Statement~~proxy statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017 for filing~~2023.

The Compensation Committee

Paul N. Eckley (Chair)
Amanda M. Brock
Hans Helmerich
Marcus A. Watts

February 20, 2024

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2023, the Compensation Committee was composed of the four independent directors listed above, none of whom is an employee or a current or former officer of the Company. Except as disclosed in “Governance—Board and Committee Governance—Director Independence” and “—Related Person Transactions” above, no member of the Compensation Committee has had any relationship with the ~~SEC.~~

~~The~~Company requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. In addition, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on the Board or our Compensation ~~Committee~~

~~Rhys J. Best (Chairman)~~

~~Dorothy M. Ables~~

~~W. Matt Ralls~~
~~Marcus A. Watts (as of October 25, 2017)~~

~~February 20, 2018~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 46

Committee.

2024 PROXY STATEMENT39

~~Back to Contents~~TABLE OF CONTENTS

~~EXECUTIVE~~

COMPENSATION

~~Summary Compensation Table~~

TABLES

SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid to or earned by each of ~~the CEO, the CFO and the next three most highly compensated~~our named executive officers ~~(“NEOs”)~~ for the ~~fiscal~~ year ended December 31, 2017. Cash bonus amounts paid under the Company’s 2014 Incentive Plan, which are listed in the column titled “Non-Equity Incentive Plan Compensation,” were determined by the Committee at its February 2018 meeting for 2017 performance and, to the extent not deferred by the executive, were paid out shortly thereafter. For additional information about non-equity incentive plan compensation, see “Annual Cash Incentive Bonus” above.

Change in
Pension Value
and Nonqualified
Non-Equity Deferred
Stock Option Incentive Plan Compensation All Other
Name and Salary Bonus Awards Awards Compensation Earnings Compensation Total
Principal Position Year ($) ($)(1) ($)(2) ($) ($)(3) ($) ($)(4) ($)
Dan O. Dinges 2017 960,580 — 8,709,748 — 2,437,500 — 293,205 12,401,033
Chairman, President and 2016 900,016 — 8,327,237 — 1,856,250 — 228,334 11,311,837
Chief Executive Officer 2015 900,016 — 6,573,177 — 1,237,500 — 288,048 8,998,741
Scott C. Schroeder 2017 535,590 — 3,981,597 — 1,100,000 — 165,258 5,782,445
Executive Vice President 2016 475,010 — 3,843,343 — 783,750 — 129,845 5,231,948
and Chief Financial Officer
2015 475,010 — 3,033,773 — 522,500 — 174,646 4,205,929
Jeffrey W. Hutton 2017 379,240 — 995,393 — 577,500 — 106,461 2,058,594
Senior Vice President, 2016 355,014 — 980,044 — 439,310 — 92,130 1,866,498
Marketing 2015 355,014 — 783,720 — 292,875 — 121,624 1,553,233
Phillip L. Stalnaker 2017 378,276 — 995,393 — 577,500 — 91,580 2,042,749
Senior Vice President, 2016 350,002 — 960,831 — 433,130 — 79,275 1,823,238
North Region 2015 344,234 — 758,443 — 288,750 — 101,197 1,492,624
Steven W. Lindeman 2017 378,276 — 995,393 — 577,500 — 96,847 2,048,016
Senior Vice President, 2016 342,310 — 960,831 — 433,130 — 71,675 1,807,946
South Region and Engineering 2015 304,811 — 556,181 — 221,650 — 90,671 1,173,313

2023.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(2)			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)(3)		Total ($)
Thomas E. Jorden Chief Executive Officer and President		2023		1,125,000		—		11,071,724		—		$	2,000,000		—		351,129		$	14,547,853
		2022		1,103,366		—		12,554,661		—			1,462,500		—		182,870			15,303,397
		2021		301,673		—		10,000,000		—			—		—		760,266			11,061,939
Shannon E. Young III(4) Executive Vice President and Chief Financial Officer		2023		290,923		100,000		4,579,816		—			780,000		—		60,215			5,810,953
Stephen P. Bell Executive Vice President—Business Development		2023		577,692		—		3,321,502		—			840,000		—		200,636			4,939,830
		2022		543,346		—		3,459,843		—			690,000		—		80,250			4,773,439
		2021		149,154		—		3,000,000		—			—		—		—			3,149,154
Blake A. Sirgo(5) Senior Vice President— Operations		2023		452,769		—		1,494,694		—			630,000		—		160,124			2,737,587
Kevin W. Smith(5) Vice President—Chief Technology Officer		2023		425,385		—		1,494,694		—			625,000		—		165,830			2,710,909
Scott C. Schroeder Former Executive Vice President and Chief Financial Officer		2023		533,385		—		4,594,752		—			—		—		273,927			5,402,064
		2022		661,154		—		4,786,121		—			920,000		—		244,041			6,611,316
		2021		629,009		—		4,910,751		—			1,210,825		—		5,433,674			12,184,259
Christopher H. Clason(5) Former Senior Vice President and Chief Human Resources Officer		2023		386,308		—		6,173,615		—			—		—		169,830			6,729,752
		2022		470,173		—		2,306,569		—			600,000		—		82,005			3,458,747

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 47

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(1)

~~(1)~~

~~Cash bonuses paid pursuant to the 2014 Incentive Plan for 2017, 2016 and 2015 annual performance are listed under the column “Non-Equity Incentive Plan Compensation.”~~

~~(2)~~

The amounts in this column reflect the grant date fair value with respect to restricted stock units and performance share awards for the relevant fiscal year in accordance with FASB ASC Topic 718. For performance-based awards, the grant date fair value, with respect to both the TSR and the hybrid performance share awards for the relevant fiscal year in accordance with the FASB ASC Topic 718. The grant date fair value of the hybrid performance share awards was the closing stock trading price on the date of grant. The grant date fair values per share used to compute the amounts in this column for the two types of performance shares are as follows:

Grant Date Grant Date Fair Value per Share (Hybrid) Grant Date Fair Value per Share (TSR)
February 19, 2015 $27.71 28.23
February 17, 2016 $20.49 30.09
February 22, 2017 $22.60 31.80

~~The TSR performance shares,~~ including the liability component for cash payments over ~~100%~~100 percent of target, ~~were~~was valued using a Monte Carlo ~~model.~~model and was based on probable performance at the time of grant. Assumptions used in the Monte Carlo model for the ~~TSR performance share~~performance-based awards, as well as additional information regarding accounting for ~~performance share~~performance-based awards, are included in Note 13 of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form ~~10-K for the years shown.~~10-K. The Monte Carlo model values ~~for the TSR performance share awards~~ are used solely for financial reporting purposes and are not used by the Compensation Committee ~~of our Board~~ when determining ~~grants. The~~the number of shares underlying each award. When determining the number of shares underlying each performance-based award at target performance, the Compensation Committee ~~used~~divided the approved grant date value of the awards by the closing stock price on the date of grant. The grant ~~to set the target TSR performance share awards for each~~date value of the ~~NEOs for 2016,~~2023 performance-based awards, assuming maximum performance would have been as follows: Mr. ~~Dinges, $6,500,000;~~Jorden $10,000,000; Mr. Young $4,000,000; Mr. Bell $3,000,000; Mr. Sirgo $1,350,000; Mr. Smith $1,350,000; Mr. Schroeder ~~$3,000,000; Mr. Hutton, $765,000; Mr. Stalnaker, $750,000;~~$4,150,000; and Mr. ~~Lindeman, $750,000.~~

~~(3)~~

~~The amounts in this column reflect cash incentive awards to the NEOs under the 2014 Incentive Plan, which is discussed in detail above under “Annual Cash Incentive Bonus.”~~

~~(4)~~

The amounts in this column include the Company’s matching contribution to the Savings Investment Plan (401(k) plan), which is discussed above under “Elements of Post-Termination Compensation-Savings Investment Plan.Clason $2,000,000.

In addition, for Mr. Clason in 2023, this amount includes $3,959,280 in incremental fair value, calculated in accordance with SEC disclosure guidance, related to the August 2023 modification of certain of Mr. Clason’s outstanding equity awards in connection with Mr. Clason’s separation, which remain outstanding, subject to his compliance with certain restrictive covenants. Such amounts do not reflect new equity grants.

(2)
The amounts in this column reflect cash incentive awards to the named executive officers. The 2023 cash incentive awards are discussed in detail above under “Compensation Discussion and Analysis.” Due to Mr. Schroeder’s retirement and Mr. Clason’s separation, in each case, on September 30, 2023, neither Mr. Schroeder nor Mr. Clason earned a 2023 cash incentive award. The amounts of Mr. Jorden’s and Mr. Bell’s 2021 annual bonus of $2,500,000 and $1,012,000, respectively, are not reflected in the table above given that they were determined by the legacy Cimarex compensation committee prior to the Merger.

(3)

For 2017, such contribution totaled $16,200 for each NEO. The amounts also include the 9% Company retirement contribution to the 401(k) plan or to the deferred compensation plan, to the extent in excess of the 401(k) plan limits. Such contribution for 2017 totaled $253,515 for Mr. Dinges; $118,741 for Mr. Schroeder; $73,670 for Mr. Hutton; $68,206 for Mr. Stalnaker and $73,027 for Mr. Lindeman. The amounts also include for each NEO some or all ~~of the following:~~

●

~~Premiums paid on executive term life insurance;~~

●

~~Club dues;~~

●

~~Executive physical examination for the NEOs and their spouses;~~

●

~~A financial and tax planning stipend of up to $3,000 per year; and~~

●

~~Accrued dividends on unvested awards paid on stock awards that vested during the year.~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 48

~~Back to Contents~~

~~CEO Pay Ratio~~

~~The table below sets forth comparative information regarding:~~

●

~~the annual total compensation of our CEO, Mr. Dinges, for the year ended December 31, 2017, determined using the amount reported in the “Total” column of the Summary Compensation Table above;~~

●

the median of the annual total compensation of all employees of the Company and its consolidated subsidiaries, excluding our CEO, for the year ended December 31, 2017, determined on the basis described below; and

●

~~a ratio comparison of those two amounts, each as determined in accordance with rules prescribed by the SEC.~~

For purposes of determining the median of the annual total compensation of all employees of the Company and its consolidated subsidiaries, excluding our CEO, for the year ended December 31, 2017, the applicable SEC rules require us to identify the median employee, by using either annual total compensation for all such employees or another consistently applied compensation measure. In identifying the median employee, we:

●

used total taxable earnings reported on each employees’ W-2, as determined from the Company’s payroll records for the period from January 1, 2017 through December 31, 2017 (the “Measurement Date”), as our consistently applied compensation measure;

●

~~included equity-based incentive compensation awards, but, because those awards are not widely distributed to our employees, those awards did not impact the determination of the median employee;~~

●

~~included all employees of the Company and its consolidated subsidiaries as of the Measurement Date, whether employed on a full-time, part-time or seasonal basis;~~

●

~~did not make any assumptions, adjustments, or estimates with respect to total taxable earnings;~~

●

~~did not annualize the compensation for any full-time employees that were not employed by us for all of 2017; and~~

●

~~did not use statistical sampling or include any cost of living adjustments.~~

After identifying the median employee, based on the process described above, we calculated annual total compensation for that employee using the same methodology we used for determining total compensation for 2017 for our named executive officers, the amounts also include some or all of the following:

•

Company contributions to retirement savings and deferred compensation plans;

•

Premiums paid on executive term disability and life insurance;

•

Company matching gifts to qualified non-profit charitable and educational organizations and other charitable contributions;

•

Executive physical examination for the named executive officers; and

•

Financial tax, and estate planning expenses.

Amounts in this column do not include dividends paid on unvested restricted stock awards granted under the legacy Cimarex stock award agreement. The amount of dividends paid on unvested restricted stock awards in 2023 are: Mr. Jorden $1,560,870; Mr. Bell $231,735; Mr. Sirgo $57,185; Mr. Smith $57,185; and Mr. Clason $138,822.

Additionally, amounts in this column do not include Mr. Clason’s cash severance payments or benefits as ~~set forth~~Mr. Clason was required to execute and not revoke a release of claims to receive such payments and benefits and, as a result, Mr. Clason did not become entitled to receive such payments and benefits until 2024. The incremental fair value of the modifications made to Mr. Clason’s equity awards in connection with his separation are reported in the ~~Summary Compensation Table.~~

CEO annual total compensation (A) $ 12,401,033
Median annual total compensation of all employees (excluding CEO) (B) $ 75,891
Ratio of (A) to (B) 163:1

~~The Company believes that~~“Stock Awards” column in accordance with SEC guidance.

(4)

Mr. Young was appointed Executive Vice President and Chief Financial Officer in July 2023 and in connection therewith received a one-time cash payment of $100,000.

(5)

Messrs. Sirgo and Smith became named executive officers for the ~~CEO pay ratio above~~first time in 2023 and Mr. Clason became a named executive officer for the first time in 2022. In accordance with SEC guidance, compensation prior to the applicable year in which they became named executive officers is ~~a reasonable estimate calculated~~not included in ~~a manner consistent with rules prescribed by~~ the ~~SEC.~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 49

table.

40COTERRA ENERGY

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~~2017 Grants of Plan-Based Awards~~

GRANTS OF PLAN-BASED AWARDS

The table below reports all grants of plan-based awards made to our named executive officers during ~~2017.~~2023. All grants ~~of awards~~prior to May 4, 2023 were made under the ~~Company’s 2014 Incentive~~Prior Cabot Plan.

All Other
Option
All Other Awards: Exercise Grant Date
Stock Number of or Base Fair Value
Estimated Future Payouts Awards: Securities Price of of Stock
Estimated Possible Payouts Under Under Equity Incentive Plan Number Underlying Option and Option
Non-Equity Incentive Plan Awards Awards of Shares Options Awards Awards
Threshold Target Maximum Threshold Target Maximum
Name Grant Date ($) ($) ($)(1) (#) (#)(2) (#)(3) (#) (#) ($/Sh) ($)(4)
Dan O. 02/22/2017 0 1,218,750 3,046,875
Dinges 02/22/2017 0 185,841 371,682 5,909,744
02/22/2017 123,894 2,800,004
Scott C. 02/22/2017 0 550,000 1,375,000
Schroeder 02/22/2017 0 84,956 169,912 2,701,601
02/22/2017 56,637 1,279,996
Jeffrey W. 02/22/2017 0 288,750 721,875
Hutton 02/22/2017 0 21,239 42,478 675,400
02/22/2017 14,159 319,993
Phillip L. 02/22/2017 0 288,750 721,875
Stalnaker 02/22/2017 0 21,239 42,478 675,400
02/22/2017 14,159 319,993
Steven W. 02/22/2017 0 288,750 721,875
Lindeman 02/22/2017 0 21,239 42,478 675,400
02/22/2017 14,159 319,993

~~(1)~~

~~Amounts in this column represent a bonus payout of 250% of target. See discussion of the bonus factor applicable~~ All grants after May 4, 2023 were made under the 2023 Plan.

Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards(1)

Estimated Future Payouts Under
Equity Incentive Plan Awards(2)

All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(3)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) Exercise
or Base
Price Of
Option
Awards
($/Sh)
Grant Date
Fair Value
of Stock
and Option
Awards
($)(4)

Name Grant Date Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#)
Thomas E. Jorden 02/21/2023 0 1,462,500 2,925,000
02/21/2023 0 217,391 434,782 6,071,731
02/21/2023 217,391 4,999,993
Shannon E. Young III 07/06/2023 0 620,000 1,240,000
07/06/2023 0 81,030 162,060 2,568,651
07/06/2023 81,030 2,011,165
Stephen P. Bell 02/21/2023 0 582,000 1,164,000
02/21/2023 0 65,217 130,434 1,821,511
02/21/2023 65,217 1,499,991
Blake A. Sirgo 02/21/2023 456,000 912,000
02/21/2023 0 0 29,348 58,696 819,690
02/21/2023 29,348 675,004
Kevin W. Smith 02/21/2023 0 430,000 860,000
02/21/2023 0 29,348 58,696 819,690
02/21/2023 29,348 675,004
Scott C. Schroeder 02/21/2023 0 770,000 1,540,000
02/21/2023 0 90,217 180,434 2,519,761
02/21/2023 90,217 2,074,991
Christopher H. Clason 02/21/2023 0 507,000 1,014,000
02/21/2023 0 43,478 86,956 1,214,341
02/21/2023 43,478 999,994

08/03/2023(5)
3,959,280

(1)
Amounts shown represent the target and maximum annual cash incentive bonus possible payouts on the date indicated. The maximum amount is 200 percent of the target amount.

(2)

Amounts shown represent the target and maximum number of performance shares granted on the date indicated payable, if at all, on the basis of our TSR relative to our industry peer group over a three-year performance period. The maximum amount is 200 percent of the target amount and amounts earned in excess of 100 percent are to the 2017 annual cash incentive bonus in the “Compensation Discussion and Analysis” above under “Annual Cash Incentive Bonus.” See also the actual bonus awards for 2017 in the “Non-Equity Incentive Plan Compensation” column of the “2017 Summary Compensation Table” above.

~~(2)~~

~~The first amount in this column for each NEO represents 100% of TSR performance shares, which will~~ be paid out based on the relative total shareholder return on the Company’s stock over the three-year period from January 1, 2017 to December 31, 2019, if the Company’s total shareholder return ranks 9th or higher out of its peer group of seventeen companies, including the Company. The second amount in this column for each NEO represents 100% of hybrid performance shares, which vest 25% on each of the first and second anniversaries of the date of grant and 50% on the third anniversary of the date of grant, provided the Company has $100 million or more operating cash flow in the fiscal year prior to the vesting date.

~~(3)~~

~~Amounts in this column represent 200% of the targeted TSR performance shares, although amounts earned in excess of 100% up to 200% are~~ paid in cash, rather than shares, based on the closing trading prices ~~of a share of Common Stock on the last day of the performance period. See discussion of the additional terms of the TSR performance shares below.~~

~~(4)~~

The amounts in this column reflect the grant date fair value of the TSR performance shares and the hybrid performance shares granted in 2017, as computed in accordance with ASC Topic 718. The TSR performance share awards were valued using a Monte Carlo model and the grant date fair value per share used for financial reporting purposes was $31.80. The hybrid performance share awards were valued using the Company’s closing stock trading price on the date of grant, which was $22.60. Additional assumptions used in the Monte Carlo model for TSR performance shares and other assumptions used in the calculation of these amounts, are included in Note 13 of the Notes to the Consolidated Financial Statements included in the Form 10-K for the period ended December 31, 2017.

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 50

~~Back to Contents~~

~~TSR performance shares~~

The TSR performance shares awarded in 2017 have a three-year performance period, which commenced January 1, 2017 and ends December 31, 2019. Each TSR performance share represents the right to receive, after the end of the performance period, from 0% to 200% of a share of Common Stock (with amounts over 100% paid in cash), based on the Company’s performance. The performance criteria that determines the payout per performance share is the relative total shareholder return on the Company’s Common Stock as compared to the total shareholder return on the common equity of each company in a comparator group. For this purpose, total shareholder return is expressed as a percentage equal to common stock ~~price appreciation as averaged for the first and last month of the performance period, plus dividends (on a cumulative reinvested basis).~~

The comparator group consists of the companies listed above under “Industry Peer Group.” If any member of the comparator group ceases to have publicly traded common stock or if as a result of other business transactions becomes incomparable, it may be removed from the comparator group and a replacement company added by the Compensation Committee, or the Committee may decide to reduce the peer group to the remaining companies.

After the end of the performance period, the Company will issue shares of Common Stock and pay cash in respect of each TSR performance share based on the relative ranking of the Company versus the comparator group for total shareholder return during the performance period using the following scale:

Company Relative Placement Percent Performance Shares Value Consideration
1–2 (highest) 200% 100% stock / 100% cash
3 185% 100% stock / 85% cash
4 170% 100% stock / 70% cash
5 155% 100% stock / 55% cash
6 140% 100% stock / 40% cash
7 125% 100% stock / 25% cash
8 110% 100% stock / 10% cash
9 100% Stock
10 90% Stock
11 75% Stock
12 60% Stock
13 45% Stock
14 30% Stock
15 15% Stock
16–17 (lowest) 0%

As noted above, in the event of a relative ranking of 1 through 8, corresponding to a percentage payout above 100%, a share of TSR performance stock will entitle the participant to receive one full share of Common Stock with respect to the first 100% of the payout and the balance of the payout in cash, in an amount based on the fair market value of a share of Common Stock at the end of the performance period. The Committee certifies the Company’s relative placement and the resulting level of achievement of the performance share awards prior to the issuance of Common Stock and cash, if any.

~~If a participant is not an employee~~ on the last day of the performance ~~period due to death, disability or retirement, Common Stock will be issued on~~period.

(3)

Amounts shown represent time-based restricted stock units that vest January 31, 2026.

(4)

Amounts shown reflect the ~~original performance period schedule and the level~~aggregate grant date fair value of payout will be determined as with all other participants, except that (i) if the participant retires and thereafter accepts an offer of employment from a competitor at any time prior to the receipt of Common Stock, the participant will forfeit the right to receive such Common Stock and (ii) in the case of a retirement, the participant must be an employee on December 31^st of the year the award is granted in order to continue vesting in the award. If a participant is not an employee on the date the Compensation Committee certifies the Company’s achievement level with respect to the TSR performance shares ~~due to any other voluntary or involuntary termination, no Common Stock or~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 51

~~Back to Contents~~

cash will be issued in respect of the participant’s TSR performance share award unless otherwise determined by the Compensation Committee. Prior to the issuance of shares of Common Stock in respect of a TSR performance share award, the participant will have no right to vote or receive dividendsand time-based restricted stock units, as applicable, granted on the ~~shares.~~date indicated, as computed in accordance with ASC Topic 718. The TSR performance share ~~award may not be assigned or transferred except by will or~~awards were valued using a Monte Carlo model and the ~~laws of descent~~grant date fair value per share used for financial reporting purposes was $27.93 for shares granted on February 21, 2023 and ~~distribution. In the event of a Change In Control (as defined) all unvested TSR performance~~$31.70 for shares ~~shall vest to the extent of actual performance as~~granted on July 6, 2023. The grant date fair value per share of the ~~Change In Control.~~

~~Actual performance as of the Change In Control~~time-based restricted stock units is based on the ~~greater~~closing price of (i) total shareholder return through the end of the month prior to the Change In Control or (ii) total shareholder return through the end of the month prior to the Change In Control calculated using the value realized by shareholders in the Change In Control event. In the event the Company ceases to have publicly traded Common Stock as a result of a business combination or other extraordinary transaction, the performance period will be terminated effective upon the date of such cessation.

~~Hybrid performance shares~~

~~The hybrid performance shares awarded in 2017 vest 25%~~our common stock on ~~each of the first two anniversaries of~~ the date of grant, or $23.00 for awards granted on February 21, 2023 and ~~50%~~$24.82 for shares granted on ~~the third anniversary of the date of grant, provided the Company has $100 million or more operating cash flow~~July 6, 2023 (Mr. Young). Additional assumptions used in the fiscal year prior to the vesting date. If the performance metric is not met in any given year, then the respective tranche of hybrid performance shares will be forfeited. Unvested hybrid performance shares will be forfeited if, during the three-year vesting period, the executive voluntarily leaves the Company. In the event of an involuntary termination by the Company, the Compensation Committee will determine whether the unvested hybrid performance shares will be forfeited. In the event of an employment termination due to death, disability or retirement, all unvested hybrid performance shares will vest in accordance with the original vesting schedule except that (i) if the participant retires and thereafter accepts an offer of employment from a competitor at any time prior to the receipt of hybrid performance shares, the participant will lose the right to receive such hybridMonte Carlo model for TSR performance shares and ~~(ii)~~other assumptions used in the ~~case~~calculation of ~~a retirement, the participant must be an employee on December 31~~^stthese amounts are included in Note 13 of the ~~year~~Notes to the ~~award is granted in order to continue vesting~~Consolidated Financial Statements included in the ~~award. Prior~~Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

(5)

This amount shown in this row reflects the incremental fair value related to ~~vesting,~~ the participant has no right to vote or receive dividends on such shares but the unvested shares accrue dividends that are paid in cash upon vesting. Accrued dividends are forfeited if the shares never vest. The hybrid performance shares may not be assigned or transferred except by will or the laws of descent and distribution. In the event of a Change In Control (as defined), the unvested hybrid performance shares will vest.

In the event of any merger, reorganization, recapitalization, separation, liquidation, stock dividend, share combination or other change in the corporate structure of the Company affecting the performance shares, the number of performance shares will be equitably adjusted by the Compensation Committee to prevent dilution or enlargement of rights.

~~For additional information about the treatment~~modification of certain of Mr. ~~Dinges’~~Clason’s outstanding equity awards in ~~the event of an employment termination, see “Potential Payments Upon Termination or Change In Control” below.~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 52

connection with Mr. Clason’s separation, and does not reflect a new equity grant.

2024 PROXY STATEMENT41

~~Back to Contents~~TABLE OF CONTENTS

~~Outstanding Equity Awards at Fiscal Year-End 2017~~

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The table below reports for each ~~NEO~~named executive officer outstanding equity awards at December 31, ~~2017.~~

Option Awards Stock Awards
Equity Market
Incentive Value of
Number of Plan Awards: Number Shares Equity Incentive Equity Incentive
Securities Number of Number of of Shares or Units Plan Awards: Plan Awards:
Underlying Securities Securities or Units of Stock Number of Market or Payout
Unexercised Underlying Underlying of Stock That Unearned Shares, Value of Unearned
Options Unexercised Unexercised Option That Have Units or Other Shares, Units or
(#) Options Unearned Exercise Option Have Not Not Rights That Have Other Rights That
Exercisable (#) Options Price Expiration Vested Vested Not Vested Have Not Vested
Name (1) Unexercisable (#) ($) Date (#) ($) (#)(2) ($)(3)
Dan O. 376,178 10,758,691
Dinges 265,978 7,606,971
Scott C. 172,804 4,942,194
Schroeder 122,214 3,495,320
Jeffrey W. 43,640 1,248,018
Hutton 30,954 885,284
Phillip L. 10,492 — — 17.59 2/16/2019
Stalnaker
43,201 1,235,549
30,553 873,816
Steven W. 8,278 — — 17.59 2/16/2019
Lindeman
43,201 1,235,549
29,110 832,546

~~(1)~~

Amounts in this column represent the exercisable portion of SARs granted in various years, all of which were fully vested as of December 31, 2015 and have a seven-year term. SARs must be exercised within 90 days if the executive voluntarily leaves the Company. In the event of an involuntary termination by the Company, the Compensation Committee may extend the exercise period for vested SARs to the earlier of 36 months or the expiration of the term of the SAR. In the event of death, retirement or disability, the exercise period will be the earlier of 36 months or the expiration of the term of the SAR, except that if the participant retires and thereafter accepts an offer of employment from a competitor at any time prior to the exercise of the SARs, the participant will lose the right to exercise any remaining SARs and the remaining SARs shall be forfeited. The SAR awards may not be assigned or transferred except by will or the laws of descent and distribution. In the event of a Change In Control, all vested SARs will remain exercisable throughout the term of the SAR, provided the Company’s Common Stock is still trading on a national stock exchange.

~~(2)~~

The first amount in this column for each NEO is TSR performance share awards. The terms and conditions of the TSR performance share awards are described in the narrative following the “2017 Grants of Plan-Based Awards” table above. The TSR performance shares vest, if at all, for each executive as follows (assuming 100% payout):

Date Dan O. Dinges Scott C. Schroeder Jeffrey W. Hutton Phillip L. Stalnaker Steven W. Lindeman
12/31/2018 190,337 87,848 22,401 21,962 21,962
12/31/2019 185,841 84,956 21,239 21,239 21,239

2023, including, as applicable, their legacy Cimarex awards that were granted by Cimarex prior to the Merger and were assumed by Coterra and converted into Coterra awards on the effective time of the Merger.

Stock Awards
Name
Number
of Shares
or Units of
Stock That
Have Not
Vested
(#)(1)

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(2)

Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)(3)

Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)(2)

Thomas E. Jorden 706,150 18,020,948 1,292,048 32,973,065
Shannon E. Young III 81,030 2,067,866 162,060 4,135,771
Stephen P. Bell 263,281 6,718,931 284,742 7,266,616
Blake A. Sirgo 95,369 2,433,817 110,132 2,810,569
Kevin W. Smith 95,369 2,433,817 110,132 2,810,569
Scott C. Schroeder 161,370 4,118,162 253,302 6,464,267
Christopher H. Clason 84,134 2,147,100 163,742 4,178,696

(1)
The ~~second amount~~amounts in this column ~~for each NEO~~reflect shares of restricted stock units as follows:

•
as to which restrictions lapse December 1, 2024: Mr. Jorden 488,759; Mr. Bell 146,628; Mr. Sirgo 48,876; Mr. Smith 48,876; and Mr. Clason 38,030;

•
as to which restrictions lapse on January 31, 2025: Mr. Bell 51,436; Mr. Sirgo 17,145; Mr. Smith 17,145; Mr. Schroeder 71,153; and Mr. Clason 15,669; and

•
as to which restrictions lapse on January 31, 2026: Mr. Jorden 217,391; Mr. Young 81,030; Mr. Bell 65,217; Mr. Sirgo 29,348; Mr. Smith 29,348; Mr. Schroeder 90,217; and Mr. Clason 30,435.

(2)
Market value is ~~hybrid~~based on the closing price of our common stock on December 29, 2023 of $25.52 per share.

(3)
The amounts in this column reflect performance ~~shares. The terms~~share and ~~conditions~~performance stock unit awards, as applicable, assuming the maximum level of performance (200 percent of the ~~hybrid~~target amount) is achieved, as follows:

•
as to which the performance ~~share~~period ends January 31, 2025: Mr. Jorden 857,266; Mr. Bell 154,308; Mr. Sirgo 51,436; Mr. Smith 51,436; Mr. Schroeder 213,460; and Mr. Clason 102,872; and

•
as to which the performance period ends January 31, 2026: Mr. Jorden 434,782; Mr. Young 162,060; Mr. Bell 130,434; Mr. Sirgo 58,696; Mr. Smith 58,696; Mr. Schroeder 39,842; and Mr. Clason 60,870.

For awards ~~are described~~granted in 2023, see “Compensation Discussion and Analysis—2023 Performance-Based Compensation” and the ~~narrative following the “2017 Grants~~“Grants of Plan-Based Awards” table ~~above.~~above for more information. The ~~hybrid~~actual amount of these awards that will vest after the end of the applicable performance ~~shares vest, if at all, for each executive as follows:~~

Date Dan O. Dinges Scott C. Schroeder Jeffrey W. Hutton Phillip L. Stalnaker Steven W. Lindeman
2/22/2018 30,973 14,159 3,539 3,539 3,539
2/22/2019 30,974 14,159 3,540 3,540 3,540
2/22/2020 61,947 28,319 7,080 7,080 7,080
2/17/2018 31,723 14,641 3,734 3,660 3,660
2/17/2019 63,446 29,283 7,467 7,321 7,321
2/19/2018 46,915 21,653 5,594 5,413 3,970

~~(3)~~

~~Market value is based on the $28.60 per share closing price of the Company’s Common Stock on December 30, 2017.~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 53

period will be based on the determination of the Company’s achievement of the performance criteria by the Compensation Committee.

42COTERRA ENERGY

~~Back to Contents~~TABLE OF CONTENTS

~~2017 Option Exercises and Stock Vested~~

STOCK VESTED

The table below reports stock options that were exercised and performance shares that vested during ~~2017.~~

Option Awards Stock Awards
Name Number of Shares
Acquired on Exercise
(#) Value Realized
on Exercise
($)(1) Number of Shares
Acquired on Vesting
(#) Value Realized
on Vesting
($)
Dan O. Dinges 294,804 4,391,940 226,356⁽²⁾ 5,985,920⁽²⁾⁽³⁾
Scott C. Schroeder — — 101,839⁽²⁾ 2,702,566⁽²⁾⁽³⁾
Jeffrey W. Hutton 39,642 550,812 27,242⁽²⁾ 719,492⁽²⁾⁽³⁾
Phillip L. Stalnaker 16,228 232,060 26,056⁽²⁾ 689,269⁽²⁾⁽³⁾
Steven W. Lindeman 11,156 164,439 19,964⁽²⁾ 525,105⁽²⁾⁽³⁾
2023, including any legacy Cimarex awards that were granted by Cimarex prior to the Merger and were assumed by Coterra and converted into Coterra awards on the effective time of the Merger.

~~(1)~~	~~The amounts in this column relate to exercises~~	Stock Awards
Name		Number of ~~SARs and represent the difference between the closing price of the Company’s Common Stock~~Shares Acquired on the dates of exercise and the exercise price of the SARs, multiplied by the number of shares of Common Stock underlying the SARs exercised. These amounts do not indicate that there was a sale of these shares by the NEO.Vesting (#)		Value Realized on Vesting ($)
Thomas E. Jorden			845,318(1)		22,096,613(2)
Shannon E. Young III			—		—
Stephen P. Bell			—		—
Blake A. Sirgo			—		—
Kevin W. Smith			—		—
Scott C. Schroeder			—		—
Christopher H. Clason			78,344(3)		2,119,205(4)

~~(2)~~

Represents the number of shares and value realized for: (a) TSR performance shares, the performance period for which was January 1, 2015 through December 31, 2017 and which paid out at 140% of target upon the Compensation Committee’s certification of the results on January 3, 2018, and (b) hybrid performance shares that vested in February 2017, upon the Compensation Committee’s certification of the performance metric of achieving at least $100 million of operating cash flow in 2016.

~~(3)~~

~~These amounts represent the closing price of the Company’s Common Stock on the vesting dates times the number of shares acquired and do not indicate that there was a sale of these shares by the NEO.~~

(1)

Represents the number of shares and value realized upon the vesting of a restricted stock award that was previously granted by Cimarex and converted on the closing of the Merger on October 1, 2021 to a Coterra award with the same vesting period.

(2)

These values were determined by multiplying the number of shares that vested by our common stock closing price on December 1, 2023 of $26.14 and do not indicate that there was a sale of these shares by the named executive officer.

(3)

Represents the number of shares and value realized upon the vesting of certain restricted stock awards in connection with Mr. Clason’s termination of employment on September 30, 2023. See “Compensation Discussion and Analysis—Change in Control and Severance Agreements and Other Termination Payments” on page 35 above and “Potential Payments upon Termination or Change in Control” beginning on page 46 below for more information.

(4)

These values were determined by multiplying the number of shares that vested by our common stock closing price on September 29, 2023 (the last trading day prior to Mr. Clason’s separation) of $27.05 and do not indicate that there was a sale of these shares by the named executive officer.

2024 PROXY STATEMENT43

TABLE OF CONTENTS~~2017 Nonqualified Deferred Compensation~~

NONQUALIFIED DEFERRED COMPENSATION

The table below reports ~~NEO~~executive contributions, Company contributions, earnings, withdrawals/distributions and aggregate balances in the ~~Company’s deferred~~Coterra Energy Inc. Deferred Compensation Plan for 2023.

Name	Executive Contributions in Last FY ($)(1)		Registrant Contributions in Last FY ($)(2)		Aggregate Earnings in Last FY ($)(3)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)(4)
Thomas E. Jorden		112,500		229,200		64,433		—		546,249
Shannon E. Young III		—		6,092		93		—		6,185
Stephen P. Bell		—		109,704		7,002		—		116,706
Blake A. Sirgo		—		75,740		16,448		—		119,607
Kevin W. Smith		—		73,839		10,400		—		84,239
Scott C. Schroeder		—		127,881		605,268		(87,424)		14,904,570
Christopher H. Clason		—		86,709		(1,288)		(85,420)		0

(1)

Amounts reported in this column are included in the Summary Compensation Table as salary and non-equity incentive plan compensation, ~~plan~~as applicable.

(2)

Amounts reported in this column are included in the Summary Compensation Table as all other compensation.

(3)

Amounts reported in this column are not included in the Summary Compensation Table.

(4)

Reflects contributions by our named executive officers, contributions by Coterra, and earnings on balances prior to January 1, 2023; plus, contributions by our named executive officers, contributions by Coterra, and earnings for ~~2017.~~

Name Executive
Contributions in Last
FY ($)(1) Registrant
Contributions in Last
FY ($)(2) Aggregate
Earnings in
Last FY ($)(3) Aggregate
Withdrawals/
Distributions ($)(4) Aggregate
Balance at
Last FYE ($)(5)
Dan O. Dinges 0 233,715 2,475,489 0 13,682,817
Scott C. Schroeder 0 98,941 1,456,647 0 8,222,160
Jeffrey W. Hutton 0 53,870 5,300 0 1,046,797
Phillip L. Stalnaker 53,564 48,406 97,409 0 775,072
Steven W. Lindeman 0 53,227 66,662 0 416,880

~~(1)~~	~~Amounts reported in this column are included in the Summary Compensation Table as salary and non-equity incentive plan compensation, as applicable.~~
~~(2)~~	~~Amounts reported in this column are included in the Summary Compensation Table as all other compensation.~~
~~(3)~~	~~Amounts reported in this column are not included in the Summary Compensation Table.~~
~~(4)~~	~~Distribution pursuant to election by the NEO.~~
~~(5)~~	Of the aggregate deferred compensation balances in this column, the following amounts represent cumulative executive contributions for all years: Mr. Dinges, $4,833,437; Mr. Schroeder, $2,592,540; Mr. Hutton, $553,350; Mr. Stalnaker, $274,691; and Mr. Lindeman, $2,875.

Upthe year ended December 31, 2023, less any distributions (shown in the appropriate columns of this table, with amounts that are included in the Summary Compensation Table for 2023 shown in notes 1 and 2 above).

The table below reports, earnings, withdrawals/distributions and aggregate balances in the legacy Cimarex Energy Co. Supplemental Savings Plan for 2023.

Name	Executive Contributions in Last FY ($)		Registrant Contributions in Last FY ($)		Aggregate Earnings in Last FY ($)(1)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)(2)
Thomas E. Jorden		—		—		4,320		—		29,634
Shannon E. Young III		—		—		—		—		—
Stephen P. Bell		—		—		909		—		11,507
Blake A. Sirgo		—		—		1,438		—		7,932
Kevin W. Smith		—		—		2,420		—		14,066
Scott C. Schroeder		—		—		—		—		—
Christopher H. Clason		—		—		59,600		—		465,487

(1)

Amounts reported in this column are not included in the Summary Compensation Table.

(2)

Reflects contributions by our named executive officers, contributions by Coterra, and earnings on balances prior to ~~100%~~January 1, 2023; plus earnings for the year ended December 31, 2023, less any distributions (shown in the appropriate columns of this table).

Under the Coterra Energy Inc. Deferred Compensation Plan, up to 100 percent of salary and annual cash incentive bonus are permitted to be deferred into the deferred compensation plan, subject to payment of social security, ~~medicare, incomes~~Medicare, income taxes (on compensation not deferred) and employee benefit plan withholding requirements. Prior to June 1, 2008, TSR performance shares were permitted to be deferred into ~~the~~such deferred compensation plan. The Company also makes contributions to make up for certain matching and profit-sharing contributions which, due to U.S. Internal Revenue Service limitations, cannot be contributed to the ~~Company’s tax-qualified~~Coterra 401(k) ~~plan.~~Plan. Earnings on the deferred balances are determined by the executive’s investment selections at the time of deferral. The Company holds deferred amounts and earnings thereon as corporate assets, which are invested as elected by the executive. ~~For 2017, the investment options and their respective rates of return follow:~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 54

~~Back to Contents~~

Fund Name Rate of Return Fund Name Rate of Return
Cabot Oil and Gas Stock 23.26 % Fidelity Freedom K^® Income Fund 5.18 %
Davis New York Venture Fund Class Y 22.48 % Fidelity^® 500 Index Fund - Premium Class 21.79 %
Fidelity Freedom K^® 2005 Fund 10.45 % Fidelity^® Capital Appreciation Fund - Class K 24.06 %
Fidelity Freedom K^® 2010 Fund 12.52 % Fidelity^® International Discovery Fund - Class K 31.86 %
Fidelity Freedom K^® 2015 Fund 14.30 % Fidelity^® Extended Market Index Fund - Premium Class 18.18 %
Fidelity Freedom K^® 2020 Fund 15.71 % Fidelity^® Global ex U.S. Index Fund - Premium Class 27.35 %
Fidelity Freedom K^® 2025 Fund 16.87 % Fidelity^® Money Market Trust Retirement Government
Money Market II Portfolio 0.51 %
Fidelity Freedom K^® 2030 Fund 19.86 % Fidelity^® Real Estate Index Fund - Premium Class 3.72 %
Fidelity Freedom K^® 2035 Fund 22.01 % Fidelity^® U.S. Bond Index Fund - Premium Class 3.47 %
Fidelity Freedom K^® 2040 Fund 22.38 % Glenmede Small Cap Equity Portfolio Institutional Class 15.98 %
Fidelity Freedom K^® 2045 Fund 22.36 % John Hancock Funds Disciplined Value Fund Class R6 19.33 %
Fidelity Freedom K^® 2050 Fund 22.33 % Lord Abbett Mid Cap Stock Fund Class I 7.29 %
Fidelity Freedom K^® 2055 Fund 22.37 % Oakmark Equity And Income Fund Investor Class 14.46 %
Fidelity Freedom K^® 2060 Fund 22.21 % Oakmark Fund Investor Class 21.14 %

Distributions from the ~~deferred compensation plan~~Coterra Energy Inc. Deferred Compensation Plan are based on the executive’s election at the time of deferral. Distribution elections may be modified, provided that the modification is made at least one year prior to the original time elected and the new election is moved out at least five years past the original time-based distribution election. Distribution

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elections can only be delayed not accelerated.

~~Potential Payments Upon Termination or Change~~ Investment options under the Coterra Energy Inc. Deferred Compensation Plan include a selection of mutual funds, index funds, and exchange-traded funds, which in 2023 earned between a 3.24 percent and 40.56 percent rate of return.

Under the legacy Cimarex Energy Co. Supplemental Savings Plan, up to 50 percent of salary and 100 percent of annual cash incentive bonus (subject to certain limitations) were permitted to be deferred into the supplemental savings plan, subject to payment of social security, Medicare, income taxes (on compensation not deferred) and employee benefit plan withholding requirements. In ~~Control~~

~~Change~~ connection with the Merger, on October 26, 2021, the account balances as of September 30, 2021, were liquidated. The legacy Cimarex Energy Co. Supplemental Savings Plan was not terminated and remained effective for the deferral elections that had previously been made through the end of 2021 and therefore, some participants, including Messrs. Jorden and Bell, made contributions to this plan after October 1, 2021. However, no new deferral elections to the Cimarex Energy Co. Supplemental Plan were permitted after the Merger. Beginning with fiscal year 2022, certain legacy Cimarex employees designated by the Compensation Committee, including Messrs. Jorden and Bell, were eligible to participate in the Coterra Energy Inc. Deferred Compensation Plan. Distributions from the Cimarex Supplemental Savings Plan are based on the executive’s election at the time of deferral. Investment options under the legacy Cimarex Energy Co. Supplemental Savings Plan include a selection of mutual funds, index funds, and exchange-traded funds identical to those under the Coterra Energy Inc. Deferred Compensation Plan, which in 2023 earned between a 3.24 percent and 40.56 percent rate of return.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Mr. Jorden Employment Agreement

In ~~Control Benefits~~

~~The Company has~~September 2023, Mr. Jorden entered into the Jorden Letter Agreement, which, together with Mr. Jorden’s legacy Cimarex severance compensation agreement, sets forth the terms of the severance payments and benefits to which Mr. Jorden may become entitled upon a termination of his employment in certain circumstances. The Jorden Letter Agreement provides that Mr. Jorden’s legacy Cimarex severance compensation agreement will remain in full force and effect through October 1, 2026. Pursuant to the Jorden Letter Agreement and Mr. Jorden’s legacy Cimarex severance compensation agreement, upon a termination of Mr. Jorden’s employment other than for “cause” or resignation for “good reason,” subject to Mr. Jorden’s execution of a release of claims and compliance with one-year post-termination non-competition and non-solicitation (of employees and customers or clients), Mr. Jorden will become entitled to:

•

A lump sum cash payment equal to the product of (1) the average annual bonus paid to Mr. Jorden for the two fiscal years prior to termination and (2) a fraction, the numerator of which is the number of days in the calendar year through the date of termination and the denominator of which is 365.

•

thirty-six monthly cash payments equal, in the aggregate, to three times the sum of:

◦

Mr. Jorden’s annual base salary received during the 24 months prior to the date of termination, divided by two, and

◦

the amount of cash incentive awards received by Mr. Jorden during the 24 months prior to the date of termination, divided by two; and

•

continued medical, dental, vision, disability and life insurance benefits for the individual and his or her dependents for 36 months following his termination.

Except as otherwise provided in an award agreement, upon a termination without cause or for good reason, or upon Mr. Jorden’s death or disability, all of his equity awards, including any legacy Cimarex equity awards that were converted into equity awards of the Company pursuant to the terms of the Merger Agreement, will vest in full pursuant to the Jorden Letter Agreement.

The Jorden Letter Agreement provides that, for purposes of Mr. Jorden’s legacy severance compensation agreement, “cause” means Mr. Jorden’s (1) willful and continued failure to perform substantially the executive’s duties, after a written demand for substantial performance is delivered; (2) willful engagement in misconduct materially and demonstrably injurious to the Company or an affiliate; or (3) business crime or felony involving moral turpitude of which the executive officer is convicted or pleads guilty; and “good reason” means (a) a diminution in Mr. Jorden’s duties, responsibilities, authorities powers and functions; (b) the failure to renominate Mr. Jorden to the Board; (c) a reduction in Mr. Jorden’s base salary, subject to limited exceptions; (d) a material reduction in Mr. Jorden’s target annual incentive opportunity or target long-term incentive opportunity; (e) a relocation of Mr. Jorden’s principal place of business to a place other than Houston, Texas; and (f) the Company’s breach of the Jorden Letter Agreement.

Mr. Jorden’s legacy Cimarex severance compensation agreement contains a Section 280G “best-net” cutback provision, which provides that, if the total payments to the Mr. Jorden would receive pursuant to his legacy Cimarex severance and compensation agreement or otherwise would exceed the applicable threshold under Section 280G of the Code, then those payments will be reduced to the extent necessary to avoid the imposition of the excise taxes under Section 4999 of the Code in the event such reduction would result in a better after-tax result for the executive officer.

Upon the expiration of the Jorden employment period, if Mr. Jorden’s employment with Coterra is continuing, then he and Coterra will enter into a change in control agreement that is consistent with, and no less favorable than, the change in control agreements ~~with each NEO and certain~~then applicable to other executive officers of Coterra.

For a description of the ~~Company.~~ other terms of the Jorden Letter Agreement, see “Compensation Discussion and Analysis—Compensation Arrangements with Thomas E. Jorden” above.

Coterra Severance Compensation Agreements

Each of Messrs. Young, Sirgo, and Smith is party to a severance compensation agreement (“Coterra severance compensation agreement”) that provides for certain severance benefits upon a termination of employment by Coterra other than for “cause” or a termination by the executive officer for “good reason” (either, a “qualifying termination”), with such severance benefits being enhanced if the qualifying termination occurs within 18 months following a change in control (a “CIC termination”).

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The ~~Committee believes~~severance compensation agreement provides for the following benefits upon a qualifying termination, subject to the executive officer’s execution and nonrevocation of a release of claims:

•

a pro-rated annual bonus for the number of days in the calendar year of termination through the date of termination based on the executive officer’s target annual bonus in effect for the year of termination, paid in a lump sum at the same time that ~~these agreements encourage these executives~~bonuses are paid to ~~remain employed and~~active employees;

•

cash payments equal, in the aggregate, to ~~carry out their duties with~~1.5 times (in the ~~Company in~~event the qualifying termination is not a CIC termination) or two times (in the event of a ~~change~~CIC termination) the sum of:

◦

the executive officer’s highest annualized base salary in ~~control~~effect during the 24 months prior to his or her date of termination, and

◦

the higher of (a) the average cash incentive award received by the executive officer and (b) the executive officer’s highest target annual bonus in effect, in the case of each of (a) and (b), during the 24 months prior to the executive officer’s date of termination, paid in equal monthly installments for 18 months (in the event the qualifying termination is not a CIC termination) or 24 months (in the event of a CIC termination);

•

continued medical, dental, vision, disability and life insurance benefits for the executive officer and the executive officer’s dependents for up to 18 months (in the event the qualifying termination is not a CIC termination) or 24 months (in the event of a CIC termination) following the date of termination as though the executive officer’s employment had not been terminated; and

•

except as otherwise provided in an award agreement, if the qualifying termination is not a CIC termination, a pro-rated portion (based on the period of the ~~Company~~executive officer’s continuous service during the original vesting period) of the executive officer’s equity awards will (a) in the case of time-vested equity awards, be accelerated and ~~during circumstances suggesting~~(b) in the case of performance-vested equity awards, remain outstanding and eligible to vest to the extent the applicable performance measures are achieved at the end of the performance period.

In the event of a ~~change~~CIC termination, the executive officer’s equity awards will be treated as set forth in ~~control might occur. The Committee believes this program is important~~the applicable equity incentive plan and award agreement.

As in Mr. Jorden’s legacy Cimarex severance compensation agreement, the Coterra severance compensation agreements provide that the executive officer will be subject to ~~maintaining strong leadership in those situations.~~

one-year post-termination non-competition and non-solicitation (of both employees and clients or customers) restrictions and include Section 280G “best-net” cutback provisions.

In the severance compensation agreements, a “change in control” is generally defined to include:

●	any person or group becoming the beneficial owner of 35% or more of either the Company’s Common Stock or the combined voting power of the Company’s outstanding voting securities, with certain exceptions;
●	~~specified changes in a majority of the members of the Board of Directors;~~
●	~~a reorganization, merger or consolidation or sale or other disposition of substantially all of the Company’s assets being consummated, unless, following the transaction:~~
	-	the persons who were the beneficial owners of the Company prior to the transaction continue to own at least 50% of the Common Stock or other securities entitled to vote in the election of directors of the resulting entity in substantially the same proportions as prior to the transaction,
	-	no individual or entity (other than an entity resulting from the transaction) beneficially owns 35% or more of the common equity or voting power of the entity resulting from the transaction, except to the extent that such ownership existed prior to the transaction, and
	-	at least a majority of the members of the Board of Directors of the entity resulting from the transaction were members of the Company’s Board at the time the transaction was approved or entered into; and
●	~~a liquidation or dissolution of the Company.~~

~~The~~

•

acquisition of 30 percent or more of the shares of the Company’s common stock or the combined voting power of voting securities of the Company;

•

specified changes in a majority of the members of the Board of Directors;

•

a reorganization, share exchange or merger unless, following the transaction:

◦

the stockholders of the Company prior to the transaction continue to own more than 60 percent of the outstanding common stock and combined voting power of the resulting entity, and

◦

at least a majority of the members of the Board of Directors of the entity resulting from the transaction were members of the Company’s Board at the time of executing the agreement to reorganize or merge;

•

a liquidation or dissolution of the Company; or

•

a sale of all or substantially all of its assets, other than to a corporation of which either (i) more than 60 percent of the outstanding common stock and combined voting power is owned by stockholders of the Company or (ii) at least a majority of the members of the Board of Directors were members of the Company’s Board.

In the severance compensation agreements, ~~provide~~“cause” has the same meaning set forth in Mr. Jorden’s legacy Cimarex severance compensation agreement and “good reason” means (1) a reduction in the executive officer’s base salary; (2) a material reduction in the executive officer’s annual incentive compensation; (3) a required relocation of the executive officer’s principal place of business by more than 50 miles, other than a relocation to Houston, Texas; and (4) a material diminution in the scope of the executive officer’s duties or responsibilities.

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Stephen Bell Severance Compensation Arrangement

Mr. Bell is party to a legacy Cimarex severance compensation agreement that provides for certain severance benefits upon a qualifying termination, with such severance benefits being enhanced upon a CIC termination (which, for Mr. Bell, is a qualifying termination within two years following a change in control). Mr. Bell’s legacy Cimarex severance compensation agreement provides for the same cash payments and insurance continuation as Mr. Jorden’s legacy Cimarex severance compensation agreement, except that the multiple of Mr. Bell’s payments and duration of benefits continuation will be 1.5 times and 18 months, as applicable, in the event of the qualifying termination is not a CIC termination and 2 times and 24 months, as applicable, in the event of a ~~change~~CIC termination.

Mr. Bell’s legacy Cimarex severance compensation agreement provides for the same treatment of his outstanding equity awards as is provided for in ~~control~~the Coterra severance compensation agreements and also includes a Section 280G “best-net” cutback provision.

In Mr. Bell’s severance compensation agreement, “cause” has the same meaning set forth in Mr. Jorden’s legacy Cimarex severance compensation agreement and the Coterra severance compensation agreements, and “good reason” means (1) a material diminution in Mr. Bell’s duties or ~~upon an occurrence deemed to be~~responsibilities, authorities, powers or functions; (2) a reduction of Mr. Bell’s base salary; (3) a material reduction in ~~anticipation~~Mr. Bell’s annual incentive compensation opportunity or long-term incentive compensation opportunity; and (4) a required relocation of Mr. Bell’s principal place of business by more than 50 miles. Mr. Bell’s severance compensation agreement also utilizes the same definition of a ~~change~~“change in ~~control,~~control” as the ~~executives will receive certain benefits, provided~~Coterra severance compensation agreements, except that ~~their~~the 60 percent threshold is 40 percent in Mr. Bell’ legacy Cimarex severance compensation agreement.

Scott Schroeder and Christopher Clason Terminations

On September 30, 2023, each of Mr. Schroeder and Mr. Clason separated from the Company.

In connection with Mr. Schroeder’s retirement, pursuant to the legacy Cabot retirement policy and the applicable award agreements, equity awards granted to Mr. Schroeder remain outstanding and eligible to vest, if at all, in accordance with the original vesting schedule and subject to the satisfaction of any performance criteria, as if Mr. Schroeder had remained in continuous employment ~~is terminated within two years~~with the Company through the original vesting date of such ~~event. The executive will~~awards.

In connection with Mr. Clason’s separation, pursuant to the legacy Cimarex severance and compensation agreement to which he was party, Mr. Clason became eligible to receive ~~these~~cash severance payments and benefits ~~unless termination is:~~

●	~~for cause;~~
●	~~voluntary on the part of the executive (but not a constructive termination without cause); or~~
●	~~due to death or disability.~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 55

~~Back~~that were subject to ~~Contents~~

~~Benefits under~~Mr. Clason’s execution of a release of claims and are detailed in the ~~change~~“Christopher H. Clason” table below. Mr. Clason began receiving such payments and benefits in ~~control agreements generally include:~~

●	~~a lump-sum cash payment equal to three times the sum of:~~
	-	~~the executive’s base salary in effect immediately prior to the change in control or the executive’s termination, whichever is greater, and~~
	-	the greater of (1) the executive’s target bonus for the year during which the change in control occurred or, if greater, the year during which the executive’s termination occurred, or (2) the executive’s actual bonus paid in any of the three fiscal years immediately preceding the change in control or, if termination of employment occurs prior to a change in control, termination of employment;
●	~~three years of continued medical, dental and life insurance coverage at the premium rate applicable to active executives; and~~
●	~~outplacement assistance in an amount up to 15% of the executive’s base salary.~~

~~Beginning~~2024, following his execution of a release of claims. In addition, Mr. Clason received pro-rata vesting of certain equity awards and, as described in ~~2010,~~“Compensation Discussion and Analysis—Change in Control and Severance Agreements and Other Termination Payments” on page 35: (i) equity awards granted to Mr. Clason prior to February 21, 2023 that would have otherwise been forfeited remained outstanding and eligible to vest, if at all, in accordance with the original vesting schedule and subject to the satisfaction of any performance criteria, as if Mr. Clason had remained in continuous employment with the Company ~~ceased entering into agreements containing tax gross-up payments~~through the original vesting date of such awards and (ii) 70 percent of Mr. Clason’s equity awards granted on ~~payments~~February 21, 2023 remain outstanding and eligible to ~~executives by~~vest, if at all, in accordance with the original vesting schedule and subject to satisfaction of any performance criteria as if Mr. Clason had remained in continuous employment with the Company ~~upon~~through the original vesting date of such awards, with 30 percent being forfeited in connection with Mr. Clason’s separation. Any equity awards that were not accelerated or that do not otherwise remain outstanding and eligible to vest were forfeited.

Pursuant to the legacy Cimarex severance and compensation agreement, Mr. Clason is subject to one-year post-termination non-competition and non-solicitation (of both employees and clients or customers) restrictions. While his legacy Cimarex severance and compensation agreement contained a ~~change in control. The agreements in place prior to that time with all~~Section 280G “best-net” cutback provision, because of the ~~NEOs provide that in~~structure of the ~~event that excise taxes~~Merger, Section 280G did not apply to legacy Cimarex officers in connection with the Merger and no Section 280G “best-net” analysis was applied to Mr. Clason’s severance payments to the executives by the Company upon a change in control, the Company will make an additional tax gross-up payment to the executive in an amount necessary to leave the executive “whole,” as if no excise tax had applied. No payments have been made to any of the NEOs under these agreements.

and benefits.

Equity Award Agreements

The award agreements for ~~all of~~ the ~~NEOs’ long-term~~named executive officer’s equity awards ~~also~~ include provisions for the immediate vesting of all unvested awards upon ~~the change in control event, as follows:~~

●	~~payment with respect to traditional performance shares based on performance through the change in control event as more fully described above under “Grants of Plan-Based Awards;”~~
●	~~immediate vesting and exercisability of all of the executive’s stock options and SAR awards, with exercisability extended for the full term of the award;~~
●	~~immediate vesting and lapse of restrictions on any outstanding restricted stock grants; and~~
●	~~immediate vesting of any outstanding hybrid performance shares.~~

~~For a more detailed discussion of the terms of these awards, see above under “Grants of Plan-Based Awards.”~~

~~CEO Employment Agreement~~

~~In addition to~~ a change in control ~~agreement, we have~~or upon the termination of the named executive officer’s employment due to death or disability. Mr. Young’s award agreements entered into anin connection with the commencement of his employment ~~agreement with Mr. Dinges. Under~~also provide for immediate vesting of all unvested awards upon his termination without cause or resignation for good reason. Additionally, the ~~terms of Mr. Dinges’ employment agreement, in~~named executive officer’s February 2023 equity awards are eligible for retirement vesting pursuant to the ~~event of a change in control, Mr. Dinges will receive the more generous of the benefits~~Company’s retirement policy, which policy provides that, among other requirements and ~~payments,~~ as determined onby the Compensation Committee in accordance with such policy, where an employee (a) is at least 55 years old and (b) has at least five years of service, between 50 percent and 100 percent of each award may remain outstanding and eligible to vest pursuant to its regular vesting schedule. Mr. Bell’s equity award agreements

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further provide for prorated vesting of his December 2021 and February 2022 long-term equity incentive awards upon his termination (except for a benefit-by-benefit basis, under either his change in control agreement or his employment agreement, but not both. The employment agreement provides that if Mr. Dinges terminates his employment for good reason (as defined) or if the Company terminates his employment other thantermination for cause ~~(as defined), Mr. Dinges will receive:~~

●	~~a lump-sum cash payment equal to two times his annual base salary plus two times his annual target bonus;~~
●	~~a 24-month continuation of medical and life insurance programs at the premium rate applicable to active executives;~~
●	~~full vesting of all of his restricted stock awards;~~
●	~~full vesting of all of his stock option awards and SAR awards, with exercisability extending for 36 months following termination (or the expiration of the original term, if earlier); and~~
●	~~full vesting of all of his performance shares, subject to the payout provisions in the underlying award agreements.~~

with respect to the awards granted in December 2021).

Potential Payments to ~~NEOs~~

Named Executive Officers

The tables below reflect the compensation payable to each ~~NEO~~named executive officer upon a voluntary ~~termination,~~resignation, retirement, involuntary not-for-cause termination, for cause termination, termination following a change in control, and in the event of disability or death of the executive. The ~~table reflects~~tables reflect the amounts that would have been paid to each ~~NEO~~named executive officer assuming the event occurred on December 31, ~~2017.~~2023, except for Messrs. Schroeder and Clason, whose tables reflect the amounts paid to each of Messrs. Schroeder and Clason, respectively, in connection with their respective separations. The actual amounts of any compensation to be paid out can only be determined at the time of such executive’s separation from the Company.

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Thomas E. Jorden, Chief Executive Officer and President

Executive Benefit and Payments Upon Separation	Voluntary Resignation			Retirement			Involuntary Not For Cause Termination or “Good Reason” Resignation(1)			For Cause Termination			Change In Control(1)			Disability			Death
Compensation
Multiple of Salary (3x)								$	3,375,000					$	3,375,000
Multiple of Bonus (3x)								$	5,943,750					$	5,943,750
Bonus Payment								$	1,981,250					$	1,981,250
Long-Term Incentive Compensation(2)
Restricted Stock Vesting					$	5,547,818		$	12,473,130					$	18,020,948		$	18,020,948		$	18,020,948
Performance Share Vesting					$	11,095,637								$	32,973,065		$	32,973,065		$	32,973,065
Benefits & Perquisites
Payout of Deferred Compensation(3)		$	575,883		$	575,883		$	575,883		$	575,883		$	575,883		$	575,883		$	575,883
Health, Life, and Welfare Benefits Continuation								$	225,324					$	225,324
Earned Vacation		$	46,249		$	46,249		$	46,249		$	46,249		$	46,249		$	46,249		$	46,249
Total		$	622,132		$	17,265,587		$	24,620,586		$	622,132		$	63,141,469		$	51,616,145		$	51,616,145

(1)

Pursuant to the Jorden Letter Agreement, if Mr. Jorden is terminated without cause or for good reason, including in connection with a change of control, Mr. Jorden is entitled to (a) monthly installment payments over 36 months that, in the aggregate, equal three times the sum of (i) his annual base salary received during the 24 months prior to the date of termination, divided by two and (ii) the amount of cash incentive awards received by Mr. Jorden during the 24 months prior to the date of termination, divided by two; (b) a lump sum cash payment equal to the product of the average annual bonus paid to Mr. Jorden for the two fiscal years prior to termination and (ii) a fraction, the numerator of which is the number of days in the calendar year through the date of termination and the denominator of which is 365; and (c) 36 months of continued medical, dental, vision disability and life insurance benefits.

(2)

Upon a change in control, or if Mr. Jorden’s employment is terminated due to Mr. Jorden’s death or disability, his outstanding equity awards will vest in full. Additionally, if Mr. Jorden’s employment is terminated without cause or for good reason, the time-based equity awards granted to Mr. Jorden in 2021 would become fully vested and assuming that (a) Mr. Jorden had given timely notice of his intent to retire from the Company on December 31, 2023 and (b) such notice was acknowledged and accepted in writing by the Chair of the Compensation Committee or its respective designee, 100 percent of the equity awards granted to Mr. Jorden in February 2023 would have remained outstanding until the regularly scheduled vesting date in accordance with the Company’s retirement policy. The values of the long-term incentive awards reported in this table were computed using the closing price of the Company’s common stock on December 29, 2023 (the last trading day of the year) of $25.52 and the values of performance-based long-term incentive awards assume the maximum level of achievement of performance goals. However, the value actually realized would depend upon the value of the Company’s common stock at the time such awards became vested and, if applicable, the level at which the applicable performance goals were achieved.

(3)

Amounts in this row represent earned compensation voluntarily deferred by Mr. Jorden under the terms of the deferred compensation plan. For more information, see “Nonqualified Deferred Compensation” above. For termination of employment due to retirement, payment of the deferred compensation is based upon Mr. Jorden’s election at the time of deferral. For all other terminations of employment, payment of the deferred compensation is in a lump sum six months from the date of termination.

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Shannon E. Young III, Executive Vice President and Chief Financial Officer

Executive Benefit and Payments Upon Separation	Voluntary Resignation			Retirement			Involuntary Not For Cause Termination or “Good Reason” Resignation(1)			For Cause Termination			Change In Control(2)			Disability			Death
Compensation
Multiple of Salary (1.5x or 2x)								$	930,000					$	1,240,000
Multiple of Bonus (1.5x or 2x)								$	930,000					$	1,240,000
Pro Rata Bonus								$	620,000					$	620,000
Long-Term Compensation(3)
Restricted Stock Vesting								$	2,067,886					$	2,067,886		$	2,067,886		$	2,067,886
Performance Share Vesting								$	4,135,771					$	4,137,771		$	4,137,771		$	4,137,771
Benefits & Perquisites
Payout of Deferred Compensation(4)		$	6,185		$	6,185		$	6,185		$	6,185		$	6,185		$	6,185		$	6,185
Health, Life, and Welfare Continuation								$	48,365					$	64,486
Earned Vacation		$	29,799		$	29,799		$	29,799		$	29,799		$	29,799		$	29,799		$	29,799
Total		$	35,984		$	35,984		$	8,768,006		$	35,984		$	9,406,127		$	6,241,640		$	6,241,640

(1)

Pursuant to Mr. Young’s Coterra severance compensation agreement, if Mr. Young is terminated without cause or for good reason not in connection with a change in control, Mr. Young is entitled to (a) monthly installment payments over 18 months that, in the aggregate, equal one-and-a-half times the sum of (i) his highest annualized base salary in effect during the 24 months prior to his termination and (ii) the higher of (1) the average of his cash incentive awards received during the 24 months prior to his termination or (2) his highest target annual incentive compensation in effect during the 24 months prior to his termination; (b) a pro-rated target bonus for the calendar year of termination; and (3) 18 months of continued medical, dental, vision disability and life insurance benefits.

(2)

Pursuant to Mr. Young’s Coterra severance compensation agreement, if Mr. Young is terminated without cause or for good reason within 18 months following a change in control, Mr. Young is entitled to (a) monthly installment payments over 24 months that, in the aggregate, equal two times the sum of (i) his highest annualized base salary in effect during the 24 months prior to his termination and (ii) the higher of (1) the average of his cash incentive awards received during the 24 months prior to his termination or (2) his highest target annual incentive compensation in effect during the 24 months prior to his termination; (b) a pro-rated target bonus for the calendar year of termination.

(3)

For the equity awards granted to Mr. Young in July 2023, receipt of the full payout will occur at the original vesting date set forth in the award agreement only if Mr. Young remains continuously employed through such date, except that, pursuant to the terms of the award agreements, the awards will fully vest upon a change in control of the Company or a termination of Mr. Young’s employment without cause or for good reason or due to his death or disability. The values of the long-term incentive awards reported in this table were computed using the closing price of the Company’s common stock on December 29, 2023 (the last trading day of the year) of $25.52 and the values of performance-based long-term incentive awards assume the maximum level of achievement of performance goals. However, the value actually realized would depend upon the value of the Company’s common stock at the time such awards became vested and, if applicable, the level at which the applicable performance goals were achieved.

(4)

Amount in this row represent earned compensation voluntarily deferred by Mr. Young under the terms of the deferred compensation plan. For more information, see “Nonqualified Deferred Compensation” above. For termination of employment due to retirement, payment of the deferred compensation is based upon Mr. Young’s election at the time of deferral. For all other terminations of employment, payment of the deferred compensation is in a lump sum six months from the date of termination.

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Stephen P. Bell, Executive Vice President—Business Development

Executive Benefit and Payments Upon Separation	Voluntary Resignation			Retirement			Involuntary Not For Cause Termination or “Good Reason” Resignation(1)			For Cause Termination			Change In Control(2)			Disability			Death
Compensation
Multiple of Salary (1.5x or 2x)								$	852,000					$	1,136,000
Multiple of Bonus (1.5x or 2x)								$	1,276,500					$	1,702,000
Bonus Payment								$	851,000					$	851,000
Long-Term Incentive Compensation(3)
Restricted Stock Vesting		$	3,383,648		$	5,047,986		$	3,383,648		$	834,340		$	6,718,932		$	6,718,932		$	6,718,932
Performance Share Vesting		$	2,503,019		$	5,831,695		$	2,503,019		$	2,503,019		$	7,266,616		$	7,266,616		$	7,266,616
2024 LTIP Grant Date Fair Value																				$	4,500,000
Benefits & Perquisites
Payout of Deferred Compensation(4)		$	128,213		$	128,213		$	128,213		$	128,213		$	128,213		$	128,213		$	128,213
Health, Life, and Welfare Benefits Continuation								$	77,381					$	103,175
Earned Vacation		$	67,154		$	67,154		$	67,154		$	67,154		$	67,154		$	67,154		$	67,154
Total		$	6,082,034		$	11,075,048		$	9,138,915		$	3,532,726		$	17,973,089		$	14,180,915		$	18,680,915

(1)

Pursuant to Mr. Bell’s legacy Cimarex severance compensation agreement, if Mr. Bell is terminated without cause or for good reason not in connection with a change in control, Mr. Bell is entitled to (a) monthly installment payments over 18 months that, in the aggregate, equal one-and-a-half times the sum of (i) annual base salary received during the 24 months prior to the date of termination, divided by two and (ii) the amount of cash incentive awards received by Mr. Bell during the 24 months prior to the date of termination, divided by two; (b) a lump sum cash payment equal to the product of (i) the average annual bonus paid to Mr. Bell for the two fiscal years prior to termination and (ii) a fraction, the numerator of which is the number of days in the calendar year through the date of termination and the denominator of which is 365; and (c) 18 months of continued medical, dental, vision disability and life insurance benefits.

(2)

Pursuant to Mr. Bell’s legacy Cimarex severance compensation agreement, if Mr. Bell is terminated without cause or for good reason within 24 months following a change in control, Mr. Bell is entitled to (a) monthly installment payments over 24 months that, in the aggregate, equal two times the sum of (i) annual base salary received during the 24 months prior to the date of termination, divided by two and (ii) the amount of cash incentive awards received by Mr. Bell during the 24 months prior to the date of termination, divided by two; (b) a lump sum cash payment equal to the product of (i) the average annual bonus paid to Mr. Bell for the two fiscal years prior to termination and (ii) a fraction, the numerator of which is the number of days in the calendar year through the date of termination and the denominator of which is 365; and (c) 24 months of continued medical, dental, vision disability and life insurance benefits.

(3)

For the equity awards granted to Mr. Bell in December 2021, February 2022 and February 2023, receipt of the full payout will occur at the original vesting date set forth in the award agreement only if Mr. Bell remains continuously employed through such date, except that (a) with respect to the time-based awards granted to Mr. Bell in December 2021 and February 2022, in the event of Mr. Bell’s termination (except for a termination for cause with respect to the awards granted in December 2021), the award will vest pro-rata based on the number of days that elapsed between December 1, 2021 and February 28, 2022, respectively, and the date of his termination, over the full vesting period, (b) with respect to the performance-based awards granted to Mr. Bell in February 2022, in the event of Mr. Bell’s termination, a pro-rata portion (based on the number of days that elapsed between February 2022 and the date of his termination over the performance period) will remain outstanding and eligible to vest, and (c) all awards will fully vest upon a change in control of the Company or a termination of Mr. Bell’s employment due to his death or disability. Additionally, assuming that (x) Mr. Bell had given timely notice of his intent to retire from the Company on December 31, 2023 and (y) such notice was acknowledged and accepted in writing by the Chief Executive Officer or the Chair of the Compensation Committee or his respective designee, 100 percent of the equity awards granted to Mr. Bell in February 2023 would have remained outstanding until the regularly scheduled vesting date in accordance with the Company’s retirement policy. The values of the long-term incentive awards reported in this table were computed using the closing price of the Company’s common stock on December 29, 2023 (the last trading day of the year) of $25.52 and the values of performance-based long-term incentive awards assume the maximum level of achievement of performance goals. However, the value actually realized would depend upon the value of the Company’s common stock at the time such awards became vested and, if applicable, the level at which the applicable performance goals were achieved. Pursuant to the August 2023 letter agreement with Mr. Bell, in the unfortunate event of Mr. Bell’s death prior to the date the 2024 long-term incentive award is granted, the Company will pay to Mr. Bell’s estate a lump sum cash payment of $4.5 million (less taxes).

(4)

Amounts in this row represent earned compensation voluntarily deferred by Mr. Bell under the terms of the deferred compensation plan. For more information, see “Nonqualified Deferred Compensation” above. For termination of employment due to retirement, payment of the deferred compensation is based upon Mr. Bell’s election at the time of deferral. For all other terminations of employment, payment of the deferred compensation is in a lump sum six months from the date of termination.

52COTERRA ENERGY

TABLE OF CONTENTS

Blake A. Sirgo, Senior Vice President—Operations

Executive Benefit and Payments Upon Separation	Voluntary Resignation			Retirement			Involuntary Not For Cause Termination or “Good Reason” Resignation(1)			For Cause Termination			Change In Control(2)			Disability			Death
Compensation
Multiple of Salary (1.5x or 2x)								$	684,000					$	912,000
Multiple of Bonus (1.5x or 2x)								$	888,000					$	1,184,000
Pro Rata Bonus								$	456,000					$	456,000
Long-Term Incentive Compensation(3)
Restricted Stock Vesting								$	1,127,877					$	2,433,817		$	2,433,817		$	2,433,817
Performance Share Vesting														$	2,810,569		$	2,810,569		$	2,810,569
Benefits & Perquisites
Payout of Deferred Compensation(4)		$	127,539		$	127,539		$	127,539		$	127,539		$	127,539		$	127,539		$	127,539
Health, Life, and Welfare Benefits Continuation								$	55,088					$	73,451
Earned Vacation		$	49,985		$	49,985		$	49,985		$	49,985		$	49,985		$	49,985		$	49,985
Total		$	177,523		$	177,523		$	3,388,489		$	177,523		$	8,047,361		$	5,421,910		$	5,421,910

(1)

Pursuant to Mr. Sirgo’s Coterra severance compensation agreement, if Mr. Sirgo is terminated without cause or for good reason not in connection with a change in control, Mr. Sirgo is entitled to (a) monthly installment payments over 18 months that, in the aggregate, equal one-and-a-half times the sum of (i) his highest annualized base salary in effect during the 24 months prior to his termination and (ii) the higher of (1) the average of his cash incentive awards received during the 24 months prior to his termination or (2) his highest target annual incentive compensation in effect during the 24 months prior to his termination; (b) a pro-rated target bonus for the calendar year of termination; and (c) 18 months of continued medical, dental, vision disability and life insurance benefits.

(2)

Pursuant to Mr. Sirgo’s Coterra severance compensation agreement, if Mr. Sirgo is terminated without cause or for good reason within 18 months following a change in control, Mr. Sirgo is entitled to (a) monthly installment payments over 24 months that, in the aggregate, equal two times the sum of (i) his highest annualized base salary in effect during the 24 months prior to his termination and (ii) the higher of (1) the average of his cash incentive awards received during the 24 months prior to his termination or (ii) his highest target annual incentive compensation in effect during the 24 months prior to his termination; (b) a pro-rated target bonus for the calendar year of termination; and (c) 24 months of continued medical, dental, vision disability and life insurance benefits.

(3)

For the equity awards granted to Mr. Sirgo in December 2021, February 2022, and February 2023 receipt of the full payout will occur at the original vesting date set forth in the award agreement only if Mr. Sirgo remains continuously employed through such date, except that (a) in the event of Mr. Sirgo’s termination by the Company not for cause or resignation for good reason, the December 2021 and February 2022 time-based awards will vest pro-rata based on the period of Mr. Sirgo’s continuous service elapsed over the full vesting period, and (b) all awards will fully vest upon a change in control of the Company or a termination of Mr. Sirgo’s employment due to his death or disability. The values of the long-term incentive awards reported in this table were computed using the closing price of the Company’s common stock on December 29, 2023 (the last trading day of the year) of $25.52 and the values of performance-based long-term incentive awards assume the maximum level of achievement of performance goals. However, the value actually realized would depend upon the value of the Company’s common stock at the time such awards became vested and, if applicable, the level at which the applicable performance goals were achieved.

(4)

Amounts in this row represent earned compensation voluntarily deferred by Mr. Sirgo under the terms of the deferred compensation plan. For more information, see “Nonqualified Deferred Compensation” above. For termination of employment due to retirement, payment of the deferred compensation is based upon Mr. Sirgo’s election at the time of deferral. For all other terminations of employment, payment of the deferred compensation is in a lump sum six months from the date of termination.

2024 PROXY STATEMENT53

TABLE OF CONTENTS

Kevin W. Smith, Vice President—Chief Technology Officer

Executive Benefit and Payments Upon Separation	Voluntary Resignation			Retirement			Involuntary Not For Cause Termination or “Good Reason” Resignation(1)			For Cause Termination			Change In Control(2)			Disability			Death
Compensation
Multiple of Salary (1.5x or 2x)								$	645,000					$	860,000
Multiple of Bonus (1.5x or 2x)								$	825,000					$	1,100,000
Pro Rata Bonus								$	430,000					$	430,000
Long-Term Incentive Compensation(3)
Restricted Stock Vesting								$	1,127,877					$	2,433,817		$	2,433,817		$	2,433,817
Performance Share Vesting														$	2,810,569		$	2,810,569		$	2,810,569
Benefits & Perquisites
Payout of Deferred Compensation(4)		$	98,305		$	98,305		$	98,305		$	98,305		$	98,305		$	98,305		$	98,305
Health, Life, and Welfare Benefits Continuation								$	51,534					$	68,712
Earned Vacation		$	39,297		$	39,297		$	39,297		$	39,297		$	39,297		$	39,297		$	39,297
Total		$	137,602		$	137,602		$	3,217,013		$	137,602		$	7,840,700		$	5,381,988		$	5,381,988

(1)

Pursuant to Mr. Smith’s Coterra severance compensation agreement, if Mr. Smith is terminated without cause or for good reason not in connection with a change in control, Mr. Smith is entitled to (a) monthly installment payments for 18 months that, in the aggregate, equal one-and-a-half times the sum of (i) his highest annualized base salary in effect during the 24 months prior to his termination and (ii) the higher of (1) the average of his cash incentive awards received during the 24 months prior to his termination or (2) his highest target annual incentive compensation in effect during the 24 months prior to his termination; (b) a pro-rated target bonus for the calendar year of termination; and (c) 18 months of continued medical, dental, vision disability and life insurance benefits.

(2)

Pursuant to Mr. Smith’s Coterra severance compensation agreement, if Mr. Smith is terminated without cause or for good reason within 18 months following a change in control, Mr. Smith is entitled to (a) monthly installment payments over 24 months that, in the aggregate, equal two times the sum of (i) his highest annualized base salary in effect during the 24 months prior to his termination and (ii) the higher of (1) the average of his cash incentive awards received during the 24 months prior to his termination or (2) his highest target annual incentive compensation in effect during the 24 months prior to his termination; (b) a pro-rated bonus for the calendar year of termination, based on the average of the last two annual bonuses paid to him; and (c) 24 months of continued medical, dental, vision disability and life insurance benefits.

(3)

For the equity awards granted to Mr. Smith in December 2021, February 2022, and February 2023 receipt of the full payout will occur at the original vesting date set forth in the award agreement only if Mr. Smith remains continuously employed through such date, except that (a) in the event of Mr. Smith’s termination by the Company not for cause or resignation for good reason, the December 2021 and February 2022 time-based awards will vest pro-rata based on the period of Mr. Smith’s continuous service elapsed over the full vesting period, and (b) all awards will fully vest upon a change in control of the Company or a termination of Mr. Smith’s employment due to his death or disability. The values of the long-term incentive awards reported in this table were computed using the closing price of the Company’s common stock on December 29, 2023 (the last trading day of the year) of $25.52 and the values of performance-based long-term incentive awards assume the maximum level of achievement of performance goals. However, the value actually realized would depend upon the value of the Company’s common stock at the time such awards became vested and, if applicable, the level at which the applicable performance goals were achieved.

(4)

Amounts in this row represent earned compensation voluntarily deferred by Mr. Smith under the terms of the deferred compensation plan. For more information, see “Nonqualified Deferred Compensation” above. For termination of employment due to retirement, payment of the deferred compensation is based upon Mr. Smith’s election at the time of deferral. For all other terminations of employment, payment of the deferred compensation is in a lump sum six months from the date of termination.

54COTERRA ENERGY

TABLE OF CONTENTS

Scott C. Schroeder, Former Executive Vice President and Chief Financial Officer

As described above, Mr. Schroeder retired from the Company effective September 30, 2023. The table below reflects the compensation paid to Mr. Schroeder in connection with his retirement.

Executive Benefit and
Payments Upon Separation

Voluntary
Resignation

Retirement

Involuntary Not For
Cause Termination
or “Good Reason”
Resignation

For Cause
Termination

Change In
Control

Disability

Death

Compensation

Multiple of Salary

Multiple of Bonus

Current Year Bonus (pro-rated)

Long-Term Compensation(1)

Restricted Stock Vesting

4,365,059

Performance Share Vesting

6,851,819

Benefits & Perquisites

Payout of Deferred Compensation(2)

14,904,570

Health, Life, and Welfare Continuation(3)

140,688

Earned Vacation

62,428

Total

26,324,564

(1)

In connection with Mr. Schroeder’s retirement, pursuant to the legacy Cabot ~~Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 56

retirement policy and the applicable award agreements, equity awards granted to Mr. Schroeder remain outstanding and eligible to vest, if at all, in accordance with the original vesting schedule and subject to the satisfaction of any performance criteria, as if Mr. Schroeder had remained in continuous employment with the Company through the original vesting date of such awards. Performance share awards granted to Mr. Schroeder in February 2023 will vest pro-rata based on the number of days that elapsed between February 21, 2023 and the date of his retirement; all other outstanding equity awards as of the date of Mr. Schroeder’s retirement will be determined without proration. The values of the long-term incentive awards reported in this table were computed using the closing price of the Company’s common stock on September 29, 2023 (the last trading day prior to Mr. Schroeder’s retirement) of $27.05 and the values of performance-based long-term incentive awards assume the maximum level of achievement of performance goals. However, the value actually realized would depend upon the value of the Company’s common stock at the time such awards became vested and, if applicable, the level at which the applicable performance goals were achieved. The value of these awards that remained outstanding following Mr. Schroeder’s retirement as of December 31, 2023 are included in the “Outstanding Equity Awards Table at Fiscal Year-End” above.

~~Back~~

(2)

Amounts in this row represent earned compensation voluntarily deferred by Mr. Schroeder under the terms of the Coterra Energy Inc. Deferred Compensation Plan. For more information, see “Nonqualified Deferred Compensation” above. Payment of the deferred compensation is based upon Mr. Schroeder’s election at the time of deferral.

(3)

Mr. Schroeder and his eligible dependents are entitled to ~~Contents~~receive certain health benefit coverage. Such health benefit coverage is a contributory plan with participants’ contributions adjusted annually.

2024 PROXY STATEMENT55

TABLE OF CONTENTS

DAN O. DINGES, CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
Executive Benefit and Payments
Upon Separation Voluntary
Termination
for Good
Reason Voluntary
Termination Retirement
(1) Involuntary
Not For
Cause
Termination For Cause
Termination Change In
Control
(2) Disability Death
Compensation
Multiple of Salary (0x, 2x or 3x) $ 1,950,000 — — $ 1,950,000 — $ 2,925,000 — —
Multiple of Bonus (-x, 2x or 3x) $ 3,712,500 — — $ 3,712,500 — $ 5,568,750 — —
Long-Term Incentive Compensation
Performance Share Vesting⁽³⁾ $ 18,365,662 — $ 18,365,662 $ 18,365,662 — $ 18,365,662 $ 18,365,662 $ 18,365,662
Benefits & Perquisites
Payout of DeferredCompensation⁽⁴⁾ $ 13,682,817 $ 13,682,817 $ 13,682,817 $ 13,682,817 $ 13,682,817 $ 13,682,817 $ 13,682,817 $ 13,682,817
Health, Life, and Welfare Benefits Continuation $ 35,284 — — $ 35,284 — $ 52,927 — —
Excise Tax & Gross-Up — — — — — — — —
Outplacement Services — — — — — $ 135,000 — —
Earned Vacation — — — — — — — —
Total $ 37,746,263 $ 13,682,817 $ 32,048,479 $ 37,746,263 $ 13,682,817 $ 40,730,156 $ 32,048,479 $ 32,048,479

Christopher H. Clason, Former Senior Vice President and Chief Human Resources Officer

As described above, Mr. Clason separated from the Company effective September 30, 2023. The table below reflects the compensation paid to Mr. Clason in connection with his separation.

Executive Benefit and Payments Upon Separation	Voluntary Resignation	Retirement	Involuntary Not For Cause Termination or “Good Reason” Resignation	For Cause Termination	Change In Control(1)			Disability	Death
Compensation
Multiple of Salary						$	972,385
Multiple of Bonus						$	1,440,000
Bonus Payment						$	538,521
Long-Term Incentive Compensation(2)
Restricted Stock Vesting						$	4,395,030
Performance Share Vesting						$	4,429,221
Benefits & Perquisites
Payout of Deferred Compensation(3)						$	465,487
Health, Life, and Welfare Benefits Continuation						$	82,800
Earned Vacation(4)						$	(7,434)
Total						$	12,316,010

(1)

Pursuant to Mr. Clason’s legacy Cimarex severance compensation agreement, because Mr. Clason underwent a termination for good reason within 24 months following a change in control, Mr. Clason became entitled to (a) two times the sum of (i) the average of his annual base salary received during the 24 months prior to his termination and (ii) the average of his cash incentive awards received during the 24 months prior to his termination; (b) a pro-rated bonus for the calendar year of termination, based on the average of the last two annual bonuses paid to him; and (c) 24 months of continued medical, dental, vision disability and life insurance benefits. The payments described in subclauses (a) and (b) will be paid in monthly installments over the 24-month period following Mr. Clason’s termination, and the payment described in subclause (2) was paid at the time of Mr. Clason’s termination.

(2)

In connection with Mr. Clason’s separation, his time-based awards granted prior to February 21, 2023 vested pro-rata and a pro-rata portion of his performance-based awards granted prior to February 21, 2023 remained outstanding and eligible to vest, if at all, in accordance with the original vesting schedule and subject to the satisfaction of any performance criteria, in each case with such pro-rata portion based on the number of days that elapsed between December 1, 2022 and February 28, 2022, as applicable, and the date of his termination, over the full vesting period. In addition to the pro-rata vesting that occurred in connection with Mr. Clason’s separation as described above, (a) the portion of the equity awards granted to Mr. Clason prior to February 21, 2023 that would have otherwise been forfeited remain outstanding and eligible to vest, if at all, in accordance with the original vesting schedule and subject to the satisfaction of any performance criteria, as if Mr. Clason had remained in continuous employment with the Company through the original vesting date of such awards and (b) 70 percent of Mr. Clason’s equity awards granted on February 21, 2023 remain outstanding and eligible to vest, if at all, in accordance with the original vesting schedule and subject to satisfaction of any performance criteria as if Mr. Clason had remained in continuous employment with the Company through the original vesting date of such awards, with 30 percent forfeited in connection with Mr. Clason’s separation. The values of the long-term incentive awards reported in this table were computed using the closing price of the Company’s common stock on September 29, 2023 (the last trading day prior to Mr. Clason’s separation) of $27.05 and the values of performance-based long-term incentive awards assume the maximum level of achievement of performance goals. However, the value actually realized would depend upon the value of the Company’s common stock at the time such awards became vested and, if applicable, the level at which the applicable performance goals were achieved. The value of these awards that remained outstanding following Mr. Clason’s separation as of December 31, 2023 are included in the “Outstanding Equity Awards Table at Fiscal Year-End” above.

(3)

Amounts in this row represent earned compensation voluntarily deferred by Mr. Clason under the terms of the deferred compensation plan. For more information, see “Nonqualified Deferred Compensation” above. In the case of Mr. Clason’s separation from the Company, payment of the deferred compensation is in a lump sum six months from the date of termination.

(4)

Mr. Clason had a negative vacation balance upon termination, therefore his final pay check was reduced by this amount.

56COTERRA ENERGY

TABLE OF CONTENTS

PAY RATIO DISCLOSURE

The following table sets forth comparative information regarding:

•

the annual total compensation of our Chief Executive Officer, Mr. Jorden, for the year ended December 31, 2023, determined using the methodology described below;

•

the annual total compensation of our median employee for the year ended December 31, 2023, determined on the basis described below; and

•

a ratio comparison of those two amounts, each as determined in accordance with rules prescribed by the SEC.

CEO Pay Ratio
CEO annual total compensation (A)	$	14,547,853(1)
Median employee annual total compensation (B)	$	157,111
Ratio of (A) to (B)		93:1

(1)

Determined based on the total compensation paid to Mr. Jorden as reported in the Summary Compensation Table.

Median Employee

As permitted by SEC rules, we are using the same median employee identified in the “Pay Ratio Disclosure” section of our proxy statement for the 2023 annual meeting of stockholders. We believe that there has been no change in our employee population or employee compensation arrangements that we reasonably believe would significantly impact our pay ratio disclosure. For purposes of identifying our median employee, as permitted by the SEC rules, we examined our employee population, excluding our Chief Executive Officer, as of December 31, 2022, as described in the “Pay Ratio Disclosure” section of our proxy statement for the 2023 annual meeting of stockholders. In making that determination, and in using the same median employee for this proxy statement we:

•

identified the median employee on December 31, 2022;

•

used total base salary earnings as determined from Coterra’s payroll records for the period from January 1, 2022 through December 31, 2022 as our consistently applied compensation measure;

•

did not include bonus-based incentive amounts, because those amounts are not distributed to all of our employees and have an impact on the determination of the median employee;

•

did not include equity-based incentive compensation awards because those awards are not widely distributed to our employees and have an impact on the determination of the median employee;

•

included all employees of Coterra and its consolidated subsidiaries as of December 31, 2022 employed on a full-time basis;

•

did not make any assumptions, adjustments, or estimates with respect to total base salary earnings;

•

did not annualize the compensation for any full-time employees that were not employed by us for all of 2022; and

•

did not use statistical sampling or include any cost of living adjustments.

After identifying the median employee based on the process described above we calculated annual total compensation for that employee using the same methodology we used for determining total compensation for 2023 for our named executive officers as set forth in the Summary Compensation Table.

We believe that the CEO pay ratio above is a reasonable estimate calculated in a manner consistent with rules prescribed by the SEC.

2024 PROXY STATEMENT57

TABLE OF CONTENTS

PAY VERSUS PERFORMANCE DISCLOSURE

The table below sets forth comparative information of the relationship between the “compensation actually paid” to our Chief Executive Officer and other named executive officers (computed in the manner required by SEC rules as described below), and certain financial performance measures over the last four fiscal years.

	Summary Compensation Table Total for CEO(1)						Compensation Actually Paid to CEO(2)						Average Summary Compensation Table Total for Non-CEO NEOs(3)			Average Compensation Actually Paid to Non-CEO NEOs(3)(4)			Value of Initial Fixed $100 Investment Based on:						Net Income (in millions)
Year	Post- Merger CEO			Pre- Merger CEO			Post- Merger CEO			Pre- Merger CEO						Average Compensation Actually Paid to Non-CEO NEOs(3)(4)			Total Stockholder Return			Peer Group Total Stockholder Return(5)			Net Income (in millions)
2023		$	14,547,853			—		$	20,356,332			—		$	4,721,849		$	4,203,696		$	181.70		$	188.13		$	1,625
2022		$	15,303,397			—		$	32,092,019			—		$	10,068,380		$	10,308,634		$	166.86		$	194.48		$	4,065
2021		$	11,061,939		$	14,554,728		$	6,097,986		$	14,225,161		$	6,826,596		$	6,780,037		$	118.13		$	119.07		$	1,158
2020			—		$	14,194,706			—		$	17,805,568		$	3,503,938		$	4,256,657		$	95.66		$	62.86		$	201

(1)

Reflects the summary compensation table total compensation of (a) our current Chief Executive Officer, Thomas E. Jorden, from his appointment on October 1, 2021 to present (in the Post-Merger CEO column) and (b) Cabot’s Chief Executive Officer, Dan O. Dinges, for prior periods (in the Pre-Merger CEO column).

(2)

The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Jorden (in the Post-Merger CEO column) and Mr. Dinges (in the Pre-Merger CEO column), respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Jorden or Mr. Dinges, respectively, during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Jorden’s and Mr. Dinges’s respective total compensation for each year to determine the compensation actually paid:

Adjustment to Determine Compensation Actually Paid for CEO	2023			2022			2021						2020
Adjustment to Determine Compensation Actually Paid for CEO	2023			2022			Post-Merger CEO			Pre-Merger CEO			2020
Total reported in Summary Compensation Table (SCT)		$	14,547,853		$	15,303,397		$	11,061,939		$	14,554,728		$	14,194,706
Minus: Value of Stock & Option Awards Reported in SCT		$	(11,071,724)		$	(12,554,661)		$	(10,000,000)		$	(10,649,843)		$	(11,267,676)
Plus: Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding		$	12,289,113		$	10,257,188		$	9,286,421		$	—		$	12,760,574
Plus/Minus: Change in FMV of Prior Year Awards that are Outstanding and Unvested		$	1,703,070		$	7,430,809		$	(5,392,173)		$	—		$	1,161,681
Plus: FMV of Awards Granted this Year and that Vested this Year		$	—		$	—		$	—		$	10,901,242		$	—
Plus/Minus: Change in FMV (from Prior Year-End) of Prior Year Awards that Vested this Year		$	1,327,149		$	6,860,435		$	(846,226)		$	(580,966)		$	956,283
Plus: Value of Dividends Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation		$	1,560,870		$	4,794,851		$	1,988,025		$	—		$	—
Minus: Prior Year FMV of Prior Year Awards that Failed to Vest this Year		$	—		$	—		$	—		$	—		$	—
Total Adjustments		$	5,808,479		$	16,788,622		$	(4,963,953)		$	(329,567)		$	3,610,862
“Compensation Actually Paid”		$	20,356,332		$	32,092,019		$	6,097,986		$	14,225,161		$	17,805,568

(3)

The non-CEO named executive officers included in this column are:

~~(1)~~Year	~~Mr.~~	Non-CEO NEOs
2023		Shannon E. Young III, Stephen P. Bell, Blake A. Sirgo, Kevin W. Smith, Scott C. Schroeder, and Christopher H. Clason
2022		Scott C. Schroeder, Dan O. Dinges, ~~was retirement eligible on December 31, 2017.~~Stephen P. Bell, and Christopher H. Clason
2021		Scott C. Schroeder, Stephen P. Bell, Steven W. Lindeman, Phillip L. Stalnaker and Jeffrey W. Hutton
2020		Scott C. Schroeder, Steven W. Lindeman, Phillip L. Stalnaker and Jeffrey W. Hutton

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(4)

The dollar amounts reported in this column represent the amount of “compensation actually paid” to the Company’s named executive officers as a group (excluding Mr. Jorden and Mr. Dinges, where applicable) as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to such named executive officers as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for named executive officers as a group (excluding Mr. Jorden and Mr. Dinges, where applicable):

Adjustment to Determine Compensation Actually Paid for NEOs	2023			2022			2021			2020
Total reported in Summary Compensation Table (SCT)		$	4,721,849		$	10,068,380		$	6,826,596		$	3,503,938
Minus: Value of Stock & Option Awards Reported in SCT		$	(3,609,845)		$	(3,935,574)		$	(2,759,065)		$	(2,413,381)
Plus: Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding		$	2,757,427		$	3,630,038		$	847,510		$	2,728,760
Plus/Minus: Change in FMV of Prior Year Awards that are Outstanding and Unvested		$	233,773		$	340,299		$	—		$	240,708
Plus: FMV of Awards Granted this Year and that Vested this Year		$	—		$	—		$	1,913,978		$	—
Plus/Minus: Change in FMV (from Prior Year-End) of Prior Year Awards that Vested this Year		$	32,382		$	—		$	(72,443)		$	196,632
Plus: Value of Dividends Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation		$	68,111		$	205,491		$	23,461		$	—
Minus: Prior Year FMV of Prior Year Awards that Failed to Vest this Year		$	—		$	—		$	—		$	—
Total Adjustments		$	(518,153)		$	240,254		$	(46,559)		$	752,719
“Compensation Actually Paid”		$	4,203,696		$	10,308,634		$	6,780,037		$	4,256,657

(5)

The amounts reported in this column represent the value of an initial $100 investment in the Company’s 2023 compensation peer group. See the “Company TSR vs Peer TSR & Alignment of CAP with Company TSR” graph and related footnotes under “Relationship Between Compensation Actually Paid and Performance Measures” below for more information.

Relationship Between Compensation Actually Paid and Performance Measures

As described in more detail in the Compensation Discussion and Analysis section, the Company’s Annual Cash Incentive Bonus Program is based on the achievement of performance measures intended to align executive compensation with Company performance; however, none of these performance measures would be considered a “financial performance measure” as defined in Item 402(v) of Regulation S-K. Additionally, while 50% of the Company’s Long-Term Incentive Program is based on relative TSR, performance is measured over a three-year period and, pursuant to SEC guidance, the Company-Selected Measure cannot be measured over a multi-year period. As a result, we do not have a Company-Selected Measure to reflect in the table above or graphs below.

As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs was calculated in accordance with SEC rules and does not fully represent the actual final amount of compensation earned by or actually paid to our named executive officers during the applicable years.

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This graph illustrates the relationship between the “compenstion actually paid” for purposes of the tabular disclosure, the Company’s total stockholder return, and the total stockholder return of the 2023 compensation peer group by year.

Company TSR vs Peer TSR & Alignment of CAP with
Company TSR

(1)

The 2023 compensation peer group was composed of the following companies: Antero Resources Corporation, APA Corporation, Chesapeake Energy Corporation, Devon Energy Corporation, Diamondback Energy, Inc., EOG Resources, Inc., EQT Corporation, Hess Corporation, Marathon Oil Corporation, Occidental Petroleum Corporation, Ovintiv Inc., and Pioneer Natural Resources Company. As of March 7, 2024, Continental Resources, Inc. was no longer publicly traded and was therefore excluded from the data shown. After the removal of companies that are no longer publicly traded, the 2022 compensation peer group and the 2023 compensation peer group are made up of the same companies.

This graph illustrates the relationship between the “compenstion actually paid” for purposes of the tabular disclosure and Net Income by year.

Alignment of CAP with Net Income $ millions

[MISSING IMAGE: lc_capvsnetincome-pn.jpg]

Performance Measures

The table below sets forth our most important performance measures used to link “compensation actually paid” for our named executive officers to company performance, over the fiscal year ending December 31, 2023. Please see “Compensation Discussion and Analysis—2023 Performance-Based Compensation—Our Incentive Compensation Programs Align Corporate Strategy Through Thoughtful Performance Metric Selection” and “—Our Incentive Program Payouts are Aligned with Performance Outcomes”

60COTERRA ENERGY

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for further information regarding these performance measures and their function in our executive compensation program. The performance measures included in this table are not ranked by relative importance.

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EQUITY COMPENSATION PLAN INFORMATION

The following table provides information regarding the number of shares of common stock that may be issued under the Company’s equity compensation plans as of December 31, 2023:

~~(3)~~Plan Category

~~The amounts set forth~~ 

(a)

(b)

(c)

Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights

Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights

Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities Reflected
in this row represent a payout at achievement of 100% of pre-established performance objectives. Under normal conditions, the actual payout of the TSR performance awards will occur at the end of the relevant performance period, and may be higher or lower than 100% (up to a maximum of 200%Column (a)) depending on the Company’s actual TSR ranking for the performance period. However, in the event of a change in control, the performance period will be shortened and payout will occur immediately following the change in control based on the greater of (i) TSR through the end of the month prior to the change in control, or (ii) TSR through the end of the month prior to the change in control using the value realized

Equity compensation plans approved by shareholders in the change in control event. For hybrid performance shares, receipt of the full payout will occur at the original vesting dates set forth in the award agreements only if the relevant operating income targets are achieved, except in the case of security holders

7,421,198(1)

15.66(2)

27,823,920(3)

Equity compensation plans not approved by security holders

n/a change in control, in which case full payout will be made immediately upon the change in control. These values were computed using the closing price of the Company’s Common Stock on December 29, 2017 of $28.60.

n/a

Total

7,421,198

n/a

27,823,920(3)

(1)

This amount includes 5,024,915 shares covered by restricted stock units that have not vested, 245,898 director restricted stock units that have vested but have not yet settled into shares of common stock, 73,593 director restricted stock units as to which restrictions lapse upon the earlier of May 4, 2024 or the date the holder ceases to be a director of the Company, 304,883 shares subject to non-qualified stock options, and 1,771,909 shares representing the maximum number of shares subject to PSUs assuming the maximum payout is achieved.

(2)

This is the weighted average exercise price of 304,883 non-qualified stock options outstanding under the legacy Cimarex incentive plans. As of December 31, 2023, such stock options had a weighted average life of 2.1 years.

(3)

Includes 21,128,063 shares that are available under the 2023 Plan, 2,820,997 shares that are currently outstanding under the Prior Cabot Plan, and 3,874,860 shares that are currently outstanding under the legacy Cimarex incentive plans.

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~~(4)~~

AUDIT MATTERS

Amounts in this row represent earned compensation voluntarily deferred by the NEO under the terms of the deferred compensation plan. For more information, see “2017 Nonqualified Deferred Compensation” above. For termination of employment due to retirement, payment of the deferred compensation is based upon the NEO’s election at the time of deferral. For all other terminations of employment, payment of the deferred compensation is in a lump sum six months from the date of termination.

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 57

~~Back to Contents~~

SCOTT C. SCHROEDER, EXECUTIVE VICE PRESIDENT AND CFO
Executive Benefit and Payments
Upon Separation Voluntary
Termination Retirement
(1) Involuntary
Not For
Cause
Termination For Cause
Termination Change In
Control
(2) Disability Death
Compensation
Multiple of Salary (0x or 3x) — — — — $ 1,650,000 — —
Multiple of Bonus (0x or 3x) — — — — $ 2,351,250 — —
Long-Term Incentive Compensation
Performance Share Vesting⁽³⁾ — $ 8,437,514 — — $ 8,437,514 $ 8,437,514 $ 8,437,514
Benefits & Perquisites
Payout of Deferred Compensation⁽⁴⁾ $ 8,222,160 $ 8,222,160 $ 8,222,160 $ 8,222,160 $ 8,222,160 $ 8,222,160 $ 8,222,160
Health, Life, and Welfare Benefits Continuation — — — — $ 81,753 — —
Excise Tax & Gross-Up — — — — — — —
Outplacement Services — — — — $ 71,250 — —
Earned Vacation $ 3,012 $ 3,012 $ 3,012 $ 3,012 $ 3,012 $ 3,012 $ 3,012
Total $ 8,225,172 $ 16,662,686 $ 8,225,172 $ 8,225,172 $ 20,816,939 $ 16,662,686 $ 16,662,868

~~(1)~~

PROPOSAL 4

~~Mr. Schroeder was retirement eligible on December 31, 2017.~~

APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

The Audit Committee has approved and recommended the appointment of PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as the independent registered public accounting firm to examine the Company’s financial statements for 2024. The persons named in the accompanying proxy will vote in accordance with the choice specified thereon, or, if no choice is properly indicated, in favor of the ratification of PricewaterhouseCoopers as the independent registered public accounting firm for the Company. A representative of PricewaterhouseCoopers is expected to be in attendance at the annual meeting.

See “Audit Committee Report” below for further information.

Required Vote

The ratification of the appointment of PricewaterhouseCoopers as our independent registered public accounting firm for 2024 will be approved if holders of a majority of the voting power of the common stock present in person or represented by proxy at the annual meeting and entitled to vote on the proposal vote in favor of the proposal. Abstentions will have the same effect as votes against the proposal. No broker non-votes are expected with respect to Proposal 4.

~~(2)~~

~~Amounts in this column representing accelerated vestings of long-term incentive compensation will occur immediately upon the change in control event, pursuant to the terms of the awards.~~

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR ITS 2024 FISCAL YEAR.

Fees Billed by Independent Registered Public Accounting Firm for Services in 2023 and 2022

Fee Type*	2023			2022
Audit Fees(1)		$	2,400,000		$	2,600,000
Audit Related Fees(2)		$	100,000		$	615,000
Tax Fees(3)		$	2,232,326		$	1,121,330
All Other Fees(4)		$	1,000		$	900

No pre-approved requirements were waived under the de minimis exception.

(1)

Consists of fees associated with the audits of our consolidated financial statements and reviews of our quarterly condensed consolidated financial statements within such years.

(2)

For 2022, consists of fees associated with SEC registration statements and other documents filed with the SEC or issued in connection with securities offerings; e.g. comfort letters and consents. Also includes services related to a pre-implementation review related to the system conversion activities associated with Cimarex’s financial data. For 2023, consists of fees associated with services related to a gap assessment relative to the SEC’s proposed climate rules.

(3)

Consists of federal and state tax compliance and tax planning advice.

(4)

Consists of fees associated with a software license for a financial reporting disclosure checklist.

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~~(3)~~

The amounts set forth in this row represent a payout at achievement of 100% of pre-established performance objectives. Under normal conditions, the actual payout of the TSR performance awards will occur at the end of the relevant performance period, and may be higher or lower than 100% (up to a maximum of 200%) depending on the Company’s actual TSR ranking for the performance period. However, in the event of a change in control, the performance period will be shortened and payout will occur immediately following the change in control based on the greater of (i) TSR through the end of the month prior to the change in control, or (ii) TSR through the end of the month prior to the change in control using the value realized by shareholders in the change in control event. For hybrid performance shares, receipt of the full payout will occur at the original vesting dates set forth in the award agreements only if the relevant operating income targets are achieved, except in the case of a change in control, in which case full payout will be made immediately upon the change in control. These values were computed using the closing price of the Company’s Common Stock on December 29, 2017 of $28.60.

~~(4)~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 58

~~Back to Contents~~

JEFFREY W. HUTTON, SENIOR VICE PRESIDENT, MARKETING
Executive Benefit and Payments
Upon Separation Voluntary
Termination Retirement
(1) Involuntary
Not For
Cause
Termination For Cause
Termination Change In
Control
(2) Disability Death
Compensation
Multiple of Salary (0x or 3x) — — — — $ 1,155,000 — —
Multiple of Bonus (0x or 3x) — — — — $ 1,317,930 — —
Long-Term Incentive Compensation
Performance Share Vesting⁽³⁾ — $ 2,133,388 — — $ 2,133,388 $ 2,133,388 $ 2,133,388
Benefits & Perquisites
Payout of Deferred Compensation⁽⁴⁾ $ 1,046,797 $ 1,046,797 $ 1,046,797 $ 1,046,797 $ 1,046,797 $ 1,046,797 $ 1,046,797
Health, Life, and Welfare Benefits Continuation
— — — — $ 41,208 — —
Excise Tax & Gross-Up — — — — — — —
Outplacement Services — — — — $ 53,250 — —
Earned Vacation $ 21,821 $ 21,821 $ 21,821 $ 21,821 $ 21,821 $ 21,821 $ 21,821
Total $ 1,068,618 $ 3,202,006 $ 1,068,618 $ 1,068,618 $ 5,769,394 $ 3,202,006 $ 3,202,006

~~(1)~~

~~Mr. Hutton was retirement eligible on December 31, 2017.~~

~~(2)~~

~~Amounts in this column representing accelerated vestings of long-term incentive compensation will occur immediately upon the change in control event, pursuant to the terms of the awards.~~

~~(3)~~

~~(4)~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 59

~~Back to Contents~~

PHILLIP L. STALNAKER, SENIOR VICE PRESIDENT, NORTH REGION
Executive Benefit and Payments
Upon Separation Voluntary
Termination Retirement
(1) Involuntary
Not For
Cause
Termination For Cause
Termination Change In
Control
(2) Disability Death
Compensation
Multiple of Salary (0x or 3x) — — — — $ 1,155,000 — —
Multiple of Bonus (0x or 3x) — — — — $ 1,299,390 — —
Long-Term Incentive Compensation
Performance Share Vesting⁽³⁾ — $ 2,109,365 — — $ 2,109,365 $ 2,109,365 $ 2,109,365
Benefits & Perquisites
Payout of Deferred Compensation⁽⁴⁾ $ 775,072 $ 775,072 $ 775,072 $ 775,072 $ 775,072 $ 775,072 $ 775,072
Health, Life, and Welfare Benefits Continuation — — — — $ 51,437 — —
Excise Tax & Gross-Up — — — — — — —
Outplacement Services — — — — $ 52,500 — —
Earned Vacation $ 2,620 $ 2,620 $ 2,620 $ 2,620 $ 2,620 $ 2,620 $ 2,620
Total $ 777,692 $ 2,887,057 $ 777,692 $ 777,692 $ 5,445,384 $ 2,887,057 $ 2,887,057

~~(1)~~

~~Mr. Stalnaker was retirement eligible on December 31, 2017.~~

~~(2)~~

~~Amounts in this column representing accelerated vestings of long-term incentive compensation will occur immediately upon the change in control event, pursuant to the terms of the awards.~~

~~(3)~~

~~(4)~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 60

~~Back to Contents~~

STEVEN W. LINDEMAN, SENIOR VICE PRESIDENT, SOUTH REGION AND ENGINEERING
Executive Benefit and Payments
Upon Separation Voluntary
Termination Retirement
(1) Involuntary
Not For
Cause
Termination For Cause
Termination Change In
Control
(2) Disability Death
Compensation
Multiple of Salary (0x or 3x) — — — — $ 1,155,000 — —
Multiple of Bonus (0x or 3x) — — — — $ 1,299,390 — —
Long-Term Incentive Compensation
Performance Share Vesting⁽³⁾ — $ 2,068,095 — — $ 2,068,095 $ 2,068,095 $ 2,068,095
Benefits & Perquisites
Payout of Deferred Compensation⁽⁴⁾ $ 416,880 $ 416,880 $ 416,880 $ 416,880 $ 416,880 $ 416,880 $ 416,880
Health, Life, and Welfare Benefits Continuation — — — — $ 57,395 — —
Excise Tax & Gross-Up⁽⁵⁾ — — — — — — —
Outplacement Services — — — — $ 52,500 — —
Earned Vacation $ 10,765 $ 10,765 $ 10,765 $ 10,765 $ 10,765 $ 10,765 $ 10,765
Total $ 427,645 $ 2,495,740 $ 427,645 $ 427,645 $ 5,060,025 $ 2,495,740 $ 2,495,740

~~(1)~~

~~Mr. Lindeman was retirement eligible on December 31, 2017.~~

~~(2)~~

~~Amounts in this column representing accelerated vestings of long-term incentive compensation will occur immediately upon the change in control event, pursuant to the terms of the awards.~~

~~(3)~~

~~(4)~~

~~(5)~~

~~Mr. Lindeman became an officer in 2011, after we eliminated excise tax gross-ups for new officers, so this benefit does not apply to him.~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 61

~~Back to Contents~~

AUDIT COMMITTEE REPORT

The Audit Committee is currently composed of four independent, ~~nonemployee~~non-employee directors. The Board ~~of Directors~~ has made a determination that each of the members of the Audit Committee ~~satisfy~~satisfies the requirements of the NYSE listing standards as to independence, financial literacy and experience. The Board also determined that ~~one~~each of the members of the Audit Committee ~~Mr. Kelley,~~ is an “audit committee financial expert” as defined by rules of the SEC. The responsibilities of the Audit Committee are set forth in the Audit Committee Charter, as amended from time to time by the Board ~~of Directors, which is~~and included on the Company’s ~~website.~~ website, www.coterra.com. The Audit Committee reviews its charter annually.

The function of the Audit Committee is to review and report to the Board ~~of Directors~~ with respect to various auditing and accounting matters, including overseeing the integrity of the financial statements of the Company, the compliance by the Company with legal and regulatory requirements, the selection, independence, qualifications, performance and compensation of the Company’s independent registered public accounting firm and the performance of the Company’s internal audit function. ~~The Audit Committee also reviews its charter annually.~~ This is a report on the Audit Committee’s activities relating to ~~2017.~~

2023.

Review of Audited Financial Statements with Management

The Audit Committee reviewed and discussed the audited financial statements and management’s discussion and analysis of the Company’s financial condition and results of operations with the management of the Company.

Review of Financial Statements and Other Matters with Independent Registered Public Accounting Firm

The Audit Committee discussed with ~~the independent registered public accounting firm~~PricewaterhouseCoopers the matters required to be discussed ~~as described in Statement on Auditing Standards~~by the applicable requirements of the Public Company Accounting Oversight Board (“~~SAS”~~PCAOB”) ~~No. 16 - Communication with Audit Committees.~~and the SEC. The Audit Committee has received and reviewed the written disclosures and the letter from PricewaterhouseCoopers ~~LLP (“PWC”), the Company’s independent registered public accounting firm,~~ required by applicable ~~Public Company Accounting Oversight Board~~PCAOB requirements regarding ~~the~~such firm’s communications with the Audit Committee concerning independence and has discussed with ~~PWC the independent registered public accounting~~PricewaterhouseCoopers such firm’s independence. These discussions included a review of all audit and ~~non-audit~~non- audit services (including tax services) provided by ~~PWC~~PricewaterhouseCoopers to the Company.

Recommendation that Financial Statements be Included in the Annual Report

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board ~~of Directors~~ that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017~~2023, and filed with the SEC.

Audit Committee

~~Robert Kelley (Chairman)~~

Dorothy M. Ables,

Chair
Robert S. Boswell

~~Amanda~~
Lisa A. Stewart
Frances M. ~~Brock (as of October 25, 2017)~~

Vallejo

February 20, ~~2018~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 62

2024

64COTERRA ENERGY

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~~FEES BILLED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR SERVICES IN 2017 AND 2016~~

Fee Type* 2017 2016
Audit Fees⁽¹⁾ $ 1,665,000 $ 1,703,500
Audit Related Fees⁽²⁾ $ 40,000 —
Tax Fees⁽³⁾ $ 375,066 $ 388,424
All Other Fees⁽⁴⁾ $ 211,919 $ 1,919

SECURITY OWNERSHIP

~~No pre-approved requirements were waived under the de minimis exception.~~

~~(1)~~

Consists of fees associated with the audits of our consolidated financial statements and reviews of our quarterly condensed consolidated financial statements within such years. These fees also include fees related to the issuance of comfort letters and consents associated with various documents filed with the SEC in 2016.

~~(2)~~

~~Consists of fees associated with our adoption of Accounting Standards Update No. 2014-9, Revenue from Contracts with Customers (Topic 606).~~

~~(3)~~

~~Consists of federal and state tax compliance and tax planning advice.~~

~~(4)~~

~~Consists of fees associated with implementation assessment services related to the implementation of our enterprise resource planning (ERP) system and an accounting research software license.~~

~~PROPOSAL 2~~

~~APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

PRINCIPAL STOCKHOLDERS

The ~~Audit Committee has approved and recommended the appointment~~following table reports, as of PricewaterhouseCoopers LLP as the independent registered public accounting firm to examine the Company’s financial statements for 2018. The persons named in the accompanying proxy will vote in accordance with the choice specified thereon, or, if no choice is properly indicated, in favor of the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company. A representative of PricewaterhouseCoopers LLP is not expected to be in attendance at the Annual Meeting.

~~See “Audit Committee Report” above for further information.~~

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE APPOINTMENT OF THE FIRM OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR ITS 2018 FISCAL YEAR.

~~PROPOSAL 3~~

~~TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS~~

~~The shareholders of the Company are entitled to vote at the Annual Meeting to approve the compensation~~February 15, 2024, beneficial ownership of the Company’s ~~NEOs,~~common stock by holders of more than five percent of the Company’s common stock as ~~disclosed~~of the dates reported by such holders. Unless otherwise noted, all ownership information is based upon filings made by such persons with the SEC.

Name and Address of Beneficial Owner	Number of Shares of Common Stock Owned		Percent of Class(6)
The Vanguard Group		87,926,567(1)		11.69%
BlackRock, Inc.		60,876,106(2)		8.1%
Wellington Management Group LLP		54,564,359(3)		7.25%
State Street Corporation		48,945,657(4)		6.51%
Aristotle Capital Management, LLC		36,447,580		4.85%

(1)

Based solely on a Schedule 13 G/A filed February 13, 2024 with the SEC by The Vanguard Group (100 Vanguard Blvd., Malvern, PA 19355), it has shared voting power over 959,073 of these shares, sole dispositive power over 84,704,216 of these shares and shared dispositive power over 3,222,351 of these shares.

(2)

Based solely on a Schedule 14 G/A filed January 25, 2024, with the SEC by BlackRock, Inc. (50 Hudson Yards, New York, NY 10001), it has sole voting power over 57,347,488 of these shares and sole dispositive power over all 60,876,106 shares.

(3)

Based solely on a Schedule 13 G/A filed February 9, 2024 with the SEC by Wellington Management Group LLP (280 Congress Street, Boston, MA 02210), it has shared voting power over 53,457,556 shares and shared dispositive power over all 54,564,359 shares.

(4)

Based solely on a Schedule 13 G/A filed January 29, 2024 with the SEC by State Street Corporation (State Street Financial Center, One Congress Street, Suite 1, Boston, MA 02114-2016), it has shared voting power over 37,781,281 and shared dispositive power over 48,918,239 of these shares.

(5)

Based solely on a Schedule 13 G/A filed February 14, 2024, with the SEC by Aristotle Capital Management, LLC (11100 Santa Monica Blvd., Suite 1700, Los Angeles, CA 90025), it has sole voting power over 33,963,244 of these shares and sole dispositive power over all 36,447,580 shares.

(6)

There were 751,847,432 shares of common stock outstanding on February 15, 2024.

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DIRECTORS AND EXECUTIVE OFFICERS

The following table reports, as of February 15, 2024, beneficial ownership of common stock by each director and nominee for director, by each named executive officer listed in ~~this Proxy Statement. The shareholder vote on~~the “Summary Compensation Table” below and by all directors, nominees and executive ~~compensation is an advisory vote only,~~officers as a group. Unless otherwise indicated and ~~it is not binding on~~pursuant to applicable community property laws, the ~~Company or~~persons below have sole voting and investment power with respect to the shares of common stock shown as beneficially owned by them.

Name of Beneficial Owner

Number of Shares
of Common Stock
Owned(1)

Percent of
Class(2)

Dorothy M. Ables

89,593(3)

Robert S. Boswell

95,339

Amanda M. Brock

63,205

Dan O. Dinges

4,413,722(4)

Paul N. Eckley

68,945

Hans Helmerich

1,853,153(5)

Lisa A. Stewart

101,596(6)

Frances M. Vallejo

68,945(7)

Marcus A. Watts

63,205

Thomas E. Jorden

2,756,766(8)

Shannon E. Young III

81,030

Stephen P. Bell

563,281

Blake A. Sirgo

141,128

Kevin W. Smith

95,369

Scott C. Schroeder

1,800,171

Christopher H. Clason

187,577

All directors and executive officers as a group (21 individuals)

12,987,006(3)(4)(5)(6)(7)(8)(9)

1.7%

(1)

Amounts shown include restricted stock units issued under the Company’s incentive plans as follows:

•

as to which restrictions lapse upon the holders’ retirement from the Board of ~~Directors. Although~~Directors: Ms. Ables, 70,732; Mr. Boswell, 76,478; Ms. Brock, 49,344; Mr. Watts, 49,344; and “All directors and executive officers as a group,” 245,898

•

as to which restrictions lapse upon the ~~vote is non-binding,~~earlier of May 4, 2024 or the ~~Compensation Committee and~~date the ~~Board value the opinions~~non-employee director ceases to be a director of the ~~shareholders~~Company: for each of Ms. Ables, Mr. Boswell, Ms. Brock, Mr. Dinges, Mr. Eckley, Mr. Helmerich, Ms. Stewart, Ms. Vallejo, and ~~will consider~~Mr. Watts 8,177; and for “All directors and executive officers as a group,” 73,593

•

as to which restrictions lapse upon January 31, 2026: Mr. Jorden, 217,391; Mr. Bell, 65,217; Mr. Young, 81,030; Mr. Sirgo, 29,348; Mr. Smith, 29,348; Mr. Schroeder, 90,217; Mr. Clason, 30,435; and for “All directors and executive officers as a group,” 714,344

•

as to which restrictions lapse upon January 31, 2025: Mr. Bell, 51,436; Mr. Sirgo, 17,145; Mr. Smith, 17,145; Mr. Schroeder, 71,153; Mr. Clason, 15,669; and for “All directors and executive officers as a group,” 256,196

•

as to which restrictions lapse upon December 1, 2024: Mr. Jorden, 488,759; Mr. Bell, 146,628; Mr. Sirgo, 48,876; Mr. Smith 48,876; Mr. Clason, 30,030; for “All directors and executive officers as a group,” 847,144

(2)

There were 751,847,432 shares of common stock outstanding on February 15, 2024.

(3)

Includes 5,000 shares held by an immediate family member, with respect to which Ms. Ables has shared voting and investment power.

(4)

Includes 1,261,330 shares held in trust for the ~~outcome~~benefit of an immediate family member, with respect to which Mr. Dinges has shared voting and investment power.

(5)

Includes 45,967 shares owned by Mr. Helmerich’s wife; Mr. Helmerich disclaims beneficial ownership of the ~~vote when making future compensation decisions.~~

~~As described more fully~~shares held by his wife. Also, includes 233,699 shares owned by 1993 Hans Helmerich Trust, of which Mr. Helmerich is the trustee; 44,409 shares owned by Helmerich Grandchildren LLC, of which Mr. Helmerich is the co-manager; 31,573 shares owned by Family Trust, of which Mr. Helmerich is the trustee; 91,145 shares owned by The Helmerich Trust, of which Mr. Helmerich is the co-trustee; 1,304,895 shares held by the Peggy Helmerich QTIP Trust, of which Mr. Helmerich is the trustee; and 40,146 shares held by Saddleridge, LLC, of which Mr. Helmerich owns 99 percent and his wife owns 1 percent.

(6)

Includes 5,700 shares held in an individual retirement account.

(7)

Includes 60,768 shares to which Mrs.Vallejo has shared voting and investment power.

(8)

Includes 2,050,616 shares of common stock held in trust for the ~~Compensation Discussion~~benefit of an immediate family member, with respect to which Mr. Jorden has shared voting and ~~Analysis section~~investment power.

(9)

Includes 20,000 restricted stock units as to which restrictions lapse upon April 11, 2025.

66COTERRA ENERGY

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DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of ~~this Proxy Statement,~~the Exchange Act requires the Company’s executive ~~compensation program is designed to:~~

●	~~Align executive compensation with our business strategy;~~

●	~~Encourage management to create sustained value for the shareholders while managing inherent business risks;~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 63

~~Back to Contents~~

●	~~Attract, retain, and engage talented executives; and~~

●	~~Support a long-term performance-based culture throughout the Company.~~

The executive compensation program seeks to align executive compensation with shareholder value on an annual and long-term basis through a combination of base pay, annual cash incentive bonus and long-term equity award incentives. The annual cash incentive bonus is based on Company-wide performance for year-over-year oil and natural gas reserve and production growth, along with absolute levels for finding costs and unit costs. For 2017, the aggregate bonus award pool for the annual cash incentive bonus was 200% of the target bonus.

In addition, in 2017 long-term incentive awards were comprised of (i) TSR performance shares, which are based on total shareholder return relative to an industry peer group over a three-year performance period, and (ii) hybrid performance shares, which are based on annual operating cash flow and vest over a three-year period.

At-risk compensation for the Chief Executive Officer in 2017 was targeted at 89% and for the other NEOs was targeted at an average of 74%. The Company also has several governance programs in place to align executive compensation with shareholder interests. These programs include: an annual advisory vote on executive compensation, stock ownership guidelines, a clawback policy, an anti-hedging policy, limited perquisites and the use of wealth accumulation spreadsheets. For information on the Company’s 2017 operational and financial accomplishments, see “Compensation Discussion and Analysis” above.

The advisory vote regarding the compensation of the NEOs described in this Proposal 3 will be approved if a majority of the shares present in person or by proxy at the meeting and entitled to vote on the proposal vote in favor of the proposal. Abstentions will have the same effect as votes against the proposal, but broker non-votes will not affect the outcome of the voting on the proposal.

~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.~~

~~CONFLICT OF INTEREST AND RELATED PERSON POLICIES~~

~~Under our Code of Business Conduct, directors,~~ officers and ~~employees~~directors to file initial reports of ownership and reports of changes in ownership of our common stock with the SEC and, pursuant to rules promulgated under Section 16(a), such individuals are required to ~~avoid situations that present~~furnish the Company with copies of Section 16(a) reports they file. Based solely on a ~~potential conflict between their personal interests and the interests~~review of the ~~Company. The Code requires that, at all times, directors, officers and employees make a prompt disclosure in writing~~copies of such reports furnished to the ~~Company’s Corporate Secretary of any fact or circumstance~~Company, and written representations that may involve an actual or potential conflict of interest, as well as any information necessary to determine the existence or likely development of conflicts of interest. This specifically includes any material transaction or relationshipthose reports accurately reflect all reportable transactions and holdings, all reports required by Section 16(a) were timely filed in 2023, except that ~~could reasonably be expected to give rise to~~ a ~~conflict of interest. This requirement includes situations that create even the appearance of~~Form 3 for Mr. Hlavinka in 2022 inadvertently omitted two Table II holdings. Such holdings were included on a ~~conflict of interest.~~

For executive officers of the Company other than the CEO, the Corporate Secretary reviews the written disclosure described above with the CEO, and a determination is made whether to approve the transaction resulting in the conflict of interest or potential conflict of interest. The CEO and the Corporate Secretary may refer the matter to our Board of Directors as circumstances require. If the transaction involves the CEO or a member of the Board of Directors, the matter is referred to the full Board of Directors for review and approval. In each case the standard applied in approving the transaction is the best interests of the Company without regard to the interests of the individual officer or director involved in the transaction. These procedures for reviewing and approving conflict of interest transactions are basedForm 5 filed on ~~the Company’s past practice and are not contained in any written policy.~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 64

February 15, 2024.

2024 PROXY STATEMENT67

~~Back to Contents~~TABLE OF CONTENTS

~~GENERAL INFORMATION~~

GENERAL INFORMATION

Why did I receive these proxy materials?

This ~~Proxy Statement~~proxy statement is furnished in connection with the solicitation by the Board of Directors of ~~Cabot Oil & Gas Corporation (the “Company”)~~Coterra Energy Inc. of proxies for use at its ~~2018 Annual Meeting~~2024 annual meeting of ~~Stockholders,~~stockholders, to be held at ~~the Company’s offices, 840~~Two Memorial Plaza, 820 Gessner Road, 1st Floor, Live Oak Training Room, Suite ~~1400,~~107, Houston, Texas 77024 on Wednesday, May ~~2, 2018,~~1, 2024, at 8:00 a.m. Central Time, or any adjournment or postponement ~~thereof (the “Annual Meeting”).~~thereof. The purposes of the meeting ~~and information about the Company’s governance and executive compensation,~~ are set forth in the accompanying Notice of Annual Meeting of ~~Stockholders.~~Stockholders and information about the Company’s governance and executive compensation is set forth elsewhere in this proxy statement. Please review these materials carefully before casting your vote. We are asking that you vote on four proposals.

Who is entitled to vote?

Only holders of record of the Company’s ~~Common Stock~~common stock as of the close of business on March ~~8, 2018,~~7, 2024, are entitled to vote at the ~~Annual Meeting.~~annual meeting. As of that date, the Company had outstanding ~~and entitled to vote 461,144,522~~751,289,673 shares of ~~Common Stock.~~common stock. Each share of ~~Common Stock~~common stock is entitled to one vote per share. There is no provision for cumulative voting.

We will maintain for a period of ten days ending on the day before the annual meeting date at our principal executive office a complete list of stockholders entitled to vote at the annual meeting, which list shall be open to the examination by any stockholder for any purpose germane to the annual meeting during ordinary business hours.

What am I being asked to vote on, and what are the recommendations of the Board?

At the ~~Annual Meeting,~~annual meeting, stockholders will be asked to consider and act upon the following matters discussed in ~~the attached~~this proxy statement. Proxies delivered by record stockholders without voting instructions marked will be voted in accordance with the recommendations of the Board. Proxies will be voted in the best judgment of the proxy holders on any other matters that may properly come before the meeting.

~~Proposal~~	PROPOSAL			~~Board~~ ~~Recommendation~~	BOARD RECOMMENDATION
	PROPOSAL 1		The election of the 10 director ~~candidates~~nominees named herein.		FOR
	PROPOSAL 2	~~Ratification~~	The approval of the ~~appointment~~Amended and Restated Certificate of ~~the firm PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for its 2018 fiscal year.~~Incorporation of Coterra Energy Inc.		FOR
	PROPOSAL 3		The approval, on an advisory basis, of executive compensation.		FOR
	PROPOSAL 4		The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2024.		FOR

How do I vote?

On or about March ~~22, 2018,~~20, 2024, we mailed ~~a notice~~ to our stockholders (other than those who have ~~not~~ elected ~~otherwise~~to receive paper copies) a notice advising them that our materials for this meeting are available on the internet. Certain other stockholders who elected to receive paper copies have received these materials by U.S. mail. In either case, you may vote your shares:

●	~~In person:~~~~you may vote in person at the Annual Meeting;~~

●	~~By internet:~~~~log onto www.proxyvote.com and use the instructions on the proxy card or voting instruction form received from your broker or bank;~~

●	~~By telephone:~~~~dial 1.800.690.6903 and use the instructions on the proxy card or voting instruction form received from your broker or bank (if available); or~~

●	~~By mail:~~~~by completing and returning the enclosed proxy card or voting instruction form in the postage-paid envelope provided, (for those receiving paper copies only).~~

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 65

~~Back~~•

In person: you may vote in person at the annual meeting;

•

By internet: use the instructions on the proxy card or voting instruction form received from your broker or bank up to ~~Contents~~11:59 p.m. Eastern Time on April 30, 2024;

•

By telephone: use the instructions on the proxy card or voting instruction form received from your broker or bank (if available) up to 11:59 p.m. Eastern Time on April 30, 2024; or

•

By mail: by completing and returning the enclosed proxy card or voting instruction form in the postage-paid envelope provided (for those receiving paper copies only).

68COTERRA ENERGY

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How do I attend the annual meeting in person?

Registered stockholders will be asked to present a valid government-issued photo identification. If your shares are held in the name of your broker, bank or other nominee, you must bring to the meeting a valid government-issued photo identification and an account statement or letter (and a legal proxy if you wish to vote your shares) from the nominee indicating that you beneficially owned the shares on the record date for voting.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with ~~Cabot’s~~Coterra’s registrar and transfer agent, Equiniti Trust Company, you are a stockholder of record with respect to these shares. If ~~as is more typical,~~ your shares are held in a brokerage account or by your bank, broker or other third party, you are the beneficial owner of these shares. Because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the annual meeting unless you obtain a proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares at the annual meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your shares.

What if I hold my shares through a broker and do not give voting instructions to my broker?

Brokers holding shares must vote according to specific instructions they receive from the beneficial owners of those shares. If brokers do not receive specific instructions, brokers may in some cases vote ~~the~~such shares in their ~~discretion.~~discretion if they so choose. However, the ~~New York Stock Exchange (the “NYSE”)~~NYSE precludes brokers from exercising voting discretion on ~~certain~~ proposals it considers “non-routine” without specific instructions from the beneficial owner. ~~Under~~At our annual meeting, under NYSE rules ~~at our Annual Meeting~~ brokers will have discretion to vote absent an instruction from the beneficial owner only on routine matters (specifically Proposal ~~2 (ratification~~4, ratification of appointment of auditor)~~. Brokers~~, and cannot vote absent an instruction from the beneficial owner on any of the ~~other~~“non-routine” proposals to be presented at our ~~Annual Meeting~~annual meeting (specifically, Proposals 1, 2 or 3) without instructions from the beneficial ~~owners.~~Ifowner. As a result, if you do not instruct your broker how to vote on ~~each of the other proposals,~~Proposals 1, 2 or 3, your broker ~~will not~~cannot vote for ~~you.~~~~Your shares~~you on such proposals. Failure of a beneficial owner to provide voting instructions with regard to Proposals 1, 2 or 3 will ~~be considered~~result in a “broker ~~non-votes.”~~

non-vote” for such shares. Broker non-votes will have the effect of votes against Proposal 2, while broker non-votes will have no impact on Proposals 1 or 3. No broker non-votes are expected with respect to Proposal 4.

What constitutes a quorum of ~~shareholders?~~

stockholders?

We must have a quorum to conduct the meeting. A quorum is the presence at the ~~Annual Meeting~~annual meeting, in person or represented by proxy, of ~~stockholders entitled to cast~~the holders of a majority of ~~all~~ the ~~votes~~capital stock issued and outstanding and entitled to ~~be cast~~vote thereat as of the record date. Because there were ~~461,144,522~~751,289,673 shares of ~~Common Stock~~common stock outstanding on March ~~8, 2018,~~7, 2024, the record date, the quorum for the ~~Annual Meeting~~annual meeting requires the presence at the meeting in person or by proxy of ~~stockholders entitled to vote~~the holders of at least ~~230,572,262~~375,644,837 shares. Broker non-votes, abstentions and withhold-authority votes ~~COUNT~~count for purposes of determining a quorum.

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What are my voting options and what is the voting requirement for each of the proposals?

For each matter to be presented at the ~~Annual Meeting,~~annual meeting, you may choose to vote ~~“for,~~“FOR,” ~~“against”~~“AGAINST” or ~~“abstain.~~“ABSTAIN.”

For Proposals 2, 3 and 4, abstentions will have the effect of a vote against the proposal, while for Proposal ~~No.~~ 1 ~~– Election~~abstentions will have no effect. Although failure of ~~Directors:You~~a beneficial owner to provide voting instructions will ~~be allowed to vote “for,” “against” or “abstain” on each director nominee. Any nominee who receives~~automatically result in a ~~greater number of votes cast “for” his or her election than votes cast “against” his or her election will be elected~~broker non-vote with regard to the ~~Board. Shares not represented in person or by proxy at the Annual Meeting, abstentions~~non-routine proposals (Proposals 1, 2 and 3), broker non-votes will have no ~~effect~~impact on ~~the election of directors.~~

Proposals 1 or 3. No broker non-votes are expected with respect to Proposal ~~No. 2 – Ratification of Independent Registered Public Accounting Firm:~~The affirmative vote of holders of a majority of the shares properly represented at the meeting, either in person or by proxy, on Proposal No. 2 is required to ratify the appointment of PwC as our independent registered public accounting firm. Therefore, abstentions4. A broker non-vote will have the ~~same~~ effect asof a vote “against.” Brokers generally have discretionary authority to vote on the ratification of our independent registered public accounting firm. Therefore, we do not expect any broker non-votes on this proposal.

~~Cabot Oil & Gas Corporation~~~~- 2018 Proxy Statement~~ 66

~~Back to Contents~~

against Proposal ~~No. 3 – An Advisory Vote to Approve Our Executive Compensation:~~Because Proposal No. 3 is an advisory vote, there is no minimum vote that constitutes approval of this proposal. We will consider this proposal approved if a majority of the votes properly cast are “for” this proposal. Therefore, abstentions will have the same effect as a vote “against” this proposal. Broker non-votes will have no effect on the outcome of this proposal.

PROPOSAL	YOUR BOARD’S RECOMMENDATION	VOTE REQUIRED
No. 1—The election of the 10 director nominees named herein.	FOR	Each director nominee who receives a majority of the votes cast (i.e., the number of shares voted FOR a director nominee must exceed the number of shares voted AGAINST that director nominee) will be elected.
No. 2—The approval of the Amended and Restated Certificate of Incorporation of Coterra Energy Inc.	FOR	Proposal 2 shall be decided by the affirmative vote of a majority of the outstanding shares of common stock entitled to vote on such proposal.
No. 3—The approval, on an advisory basis, of executive compensation.	FOR	Proposals 3 and 4 shall be decided by the affirmative vote of holders of a majority of the voting power of the common stock present in person or represented by proxy at the annual meeting and entitled to vote on such proposal.
No. 4—The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2024.	FOR

How will my shares be voted on other matters raised at the meeting?

We do not know of any matters to be presented at the ~~Annual Meeting~~annual meeting other than those listed above. However, if any other matters properly come before the ~~Annual Meeting,~~annual meeting, the ~~persons named on your~~proxies will be voted in the discretion of the proxy ~~card or voting instruction form from your broker will vote in accordance with their best judgment.~~holder. The persons named on the Company’s form of proxy are members of ~~Cabot’s~~Coterra’s management.

What can I do if I change my mind after I vote my shares?

Stockholders attending the ~~Annual Meeting~~annual meeting in person or virtually may vote their shares ~~in person~~ even though they have already executed a proxy. Properly executed proxies not revoked will be voted in accordance with the specifications thereon at the ~~Annual Meeting~~annual meeting and at any adjournment or postponement thereof. You may revoke your proxy at any time prior to the ~~Annual Meeting~~annual meeting by a written communication to the Corporate Secretary of the Company, or by a duly executed proxy bearing a later date.

When will ~~Cabot~~Coterra announce the voting results?

We will announce the preliminary voting results at the ~~Annual Meeting of Stockholders.~~annual meeting. We will report the final results in a Current Report on Form 8-K filed with the SEC within ~~a few~~four business days of the meeting.

How are proxies solicited, and what is the cost?

The accompanying proxy is being solicited by our Board. The cost of soliciting proxies in the enclosed form will be borne by the Company. In addition to solicitation by mail, officers, employees or agents of the Company may solicit proxies personally. Alliance Advisors LLC will assist with the solicitation of proxies for a fee of $16,500 plus out-of-pocket expenses. The Company may request banks and brokers or other similar agents or fiduciaries to transmit the proxy material to the beneficial owners for their voting instructions and will reimburse them for their expenses in so doing. ~~Okapi Partners LLC has been retained to assist the Company in the solicitation of proxies at a fee estimated not to exceed $7,000, plus expenses.~~

What is householding?

As permitted by the SEC rules, only one copy of this ~~Proxy Statement~~proxy statement is being delivered to stockholders residing at the same address, unless the stockholders have notified ~~Cabot~~the Company of their desires to receive multiple copies of the ~~Proxy Statement.~~ proxy statement.

~~Check the appropriate box:~~
	~~Preliminary Proxy Statement~~
	~~CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))~~
	~~Definitive Proxy Statement~~
	~~Definitive Additional Materials~~
	~~Soliciting Material Pursuant to ss.240.14a-12~~

~~Payment of Filing Fee (Check the appropriate box):~~
	~~No fee required.~~
	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~
	~~(1) Title of each class of securities to which transaction applies:~~
	~~(2) Aggregate number of securities to which transaction applies:~~
	~~(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11~~ ~~(set forth the amount on which the filing fee is calculated and state how it was determined):~~
	~~(4) Proposed maximum aggregate value of transaction:~~
	~~(5) Total fee paid:~~

MEETING INFORMATION		DATE:	May 1, 2024
	~~Notice of Annual Meeting of Stockholders~~	TIME:	8:00 a.m., Central Time
		PLACE:	Two Memorial City Plaza 820 Gessner Road, 1st Floor Live Oak Training Center, Suite 107 Houston, TX 77024
		RECORD DATE:	March 7, 2024

	●	~~By telephone, using~~			BY TELEPHONE
		Use the instructions on the proxy card or voting instruction form received from your broker or bank (if available)~~; or~~.

~~Filed by the Registrant~~	~~Filed by a Party other than the Registrant~~

Proposal	Matter	Board recommendation	Page
1.	The election of the 10 director nominees named in the attached proxy statement to our Board of Directors.	FOR	7
2.	To amend and restate the Restated Certificate of Incorporation of Coterra Energy Inc. to provide for exculpation of certain officers of the Company as permitted by amendments to Delaware law and to make certain non-substantive updates.	FOR	25
3.	A non-binding advisory vote to approve the compensation of our named executive officers.	FOR	27
4.	The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2024.	FOR	63
5.	To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

	●	~~By mail, by completing~~			BY MAIL
		Complete and ~~returning~~return the enclosed proxy card or voting instruction form in the postage-paid envelope ~~provided.~~

~~PROXY SUMMARY~~provided (for stockholders receiving paper copies only).	8
			BY ATTENDING IN PERSON
		You may attend the annual meeting and vote in person.

	IF YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON:
	Registered stockholders will be asked to present a valid government-issued photo identification. If your shares are held in the name of your broker, bank or other nominee, you must bring to the meeting a valid government-issued photo identification and an account statement or letter (and a legal proxy if you wish to vote your shares) from the nominee indicating that you beneficially owned the shares on the record date.

	THOMAS E. JORDEN Chairman, Chief Executive Officer and President				Dear Coterra Energy Inc. Stockholders, Thank you for your investment in Coterra and your interest in our annual meeting. Public companies file a tremendous amount of regulatory paperwork throughout the year. The annual proxy statement, however, is the only document solely designed to communicate with stockholders regarding corporate governance matters. These include Board composition and skills, executive officer goals and performance, and executive officer compensation. These rich and fulsome topics are worthy of thoughtful analysis and consideration, and we encourage you to read through the detail covered in the proxy statement. At Coterra, we do not believe in a “one size fits all” approach to corporate governance. We ask that you, our owners, carefully consider the issues faced by Coterra and take note of our approach accordingly. When faced with tough decisions regarding our employees, we insist upon applying judgment, not rules. This is true company-wide, not just for executives. No two situations are exactly alike, and differing situations are often poorly served by a single set of inflexible rules. We welcome feedback, appreciate your attention to our actions, and expect to be held accountable. The Coterra Board and executive team are committed to transparency and the highest standard of duty to stockholders. If there are questions that this document does not answer, we welcome you to reach out to us directly. Coterra has an outstanding Board of Directors. Individually, they bring amazing diversity of background, experience, and viewpoint. Our Board is highly engaged in operational, financial, cybersecurity, environmental, and governance oversight. As a group, our Board has developed a high degree of mutual trust. Challenges and disagreements are aired openly with everyone in the room. Our meetings are high energy and authentic. Furthermore, Board oversight is bolstered by a strong Lead Independent Director who facilitates separate sessions with the independent directors and provides critical feedback. Healthy board dynamics can be defined by how boards handle bad news. It is incumbent upon each of our directors to avoid letting Board members become cheerleaders. Boards have a natural affinity toward supporting management, but boards must develop a discipline to challenge and seek to find gaps in tactical and strategic formulations. At Coterra, management is wholly transparent with our Board. This includes operational concerns, technical challenges and failings, and potential threats. It also includes executive development and succession—openly discussing the strengths and weaknesses of our team and how to embrace, leverage, and develop one another. We expose our Board to our emerging and high potential talent pool, including early career talent. Coterra is made stronger by having a board that understands our business, understands our organization, and is a partner in formulating our strategic vision.
	Our goal is consistent, profitable growth over time. We want the Coterra brand to stand for investment discipline, financial strength, and operational excellence second to none.

	1		Proxy Summary
~~PROPOSAL 1 ELECTION OF DIRECTORS~~	12 1		One Coterra
	1		Governance and Board Highlights
~~Certain Information Regarding Nominees~~	12 2		2023 Operational and Financial Highlights
	2		Stakeholder Engagement
	3		Governance
~~SECURITY OWNERSHIP~~	203		Board Composition
	3		Board Demographics
~~Principal Stockholders~~	204		Director Nominee Skills and Experience Matrix
	~~Directors~~5		Board Skills and ~~Executive Officers~~Experience	21

5
~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~	22


~~CORPORATE GOVERNANCE MATTERS~~	22

~~Board of Directors Independence~~	22
Director Nominations and Qualifications	23
	6		Director Succession
	7		PROPOSAL 1: Election of Directors
	9		Biographical Information Regarding Our Nominees
	16		Director Compensation
	17		Charitable Contributions
	18		Board and Committee Governance
	19		Board of ~~Directors Diversity~~Directors’ Leadership Structure	23
	~~Board~~20		Board’s Oversight of ~~Directors~~Risk Management
	23		Meetings and Attendance
	23		Director Orientation and Continuing Education	24
~~Board of Directors Leadership Structure~~	24
~~Board of Directors Oversight of Risk~~23	25
~~Corporate Governance Guidelines~~	25
	Code of Business Conduct and Ethics	25
~~Attendance at Board Meetings and Annual Meetings~~	2624		Stockholder Engagement
~~Director Compensation~~	26
~~Director Compensation Table~~	27 25		PROPOSAL 2: To Amend and Restate the Restated Certificate of Incorporation of Coterra Energy Inc.
~~Director Retirement~~	28 27		Compensation
	~~Information on Standing Committees~~27		PROPOSAL 3: To Approve, By Non-Binding Advisory Vote, The Compensation of ~~the Board of Directors~~Our Named Executive Officers	28
	28		Compensation Discussion and Analysis
	28		Business Context
~~COMPENSATION DISCUSSION AND ANALYSIS~~	30 28		DELIVERING VALUE to STOCKHOLDERS
	29		Our Compensation Philosophy

	29			Annual Say On Pay Advisory Vote
~~Executive Summary~~	3029			Our Compensation Practices and Design
~~Overview of Our Compensation Program~~	3331			2023 Performance-Based Compensation
	~~Elements of Our~~33			2023 Compensation ~~Program~~Decisions	34
	~~2017~~36			How We Set Executive Compensation	34
	~~2017~~37			Retirement Compensation ~~Decisions~~and Other Benefits	37
	~~Other~~ 38			Compensation ~~Policies~~Governance	42
~~Executive Compensation Business Risk Review~~	4539
		Compensation Committee Report	46

~~EXECUTIVE COMPENSATION~~	47
	40			Compensation Tables
	40			Summary Compensation Table	47
~~CEO Pay Ratio~~	4941
		~~2017~~ Grants of Plan-Based Awards	50
	42			Outstanding Equity Awards at Fiscal Year-End ~~2017~~	53
	~~2017 Option Exercises and~~ 43			Stock Vested	54
	~~2017~~ 44			Nonqualified Deferred Compensation	54
	46			Potential Payments Upon Termination or Change in Control

	57			Pay Ratio Disclosure
	58			Pay Versus Performance Disclosure
	62			Equity Compensation Plan Information
	63			Audit Matters
	63			PROPOSAL 4: Appointment of Independent Registered Public Accounting Firm
	64			Audit Committee Report
	65			Security Ownership
	65			Principal Stockholders
	66			Directors and Executive Officers
	67			Delinquent Section 16(a) Reports
	68			General Information

	A-1			APPENDIX A Amended and Restated Certificate of Incorporation of Coterra Energy Inc.

	PROXY SUMMARY

~~AUDIT COMMITTEE REPORT~~	62


~~PROPOSAL 2 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~	63


~~PROPOSAL 3 TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS~~	63


~~CONFLICT OF INTEREST AND RELATED PERSON POLICIES~~	64


~~GENERAL INFORMATION~~	65


~~APPENDIX A DISCRETIONARY CASH FLOW AND FREE CASH FLOW CALCULATION AND RECONCILIATION~~	70



~~DAN O. DINGES~~	~~DOROTHY M. ABLES~~	~~RHYS J. BEST~~
~~Chairman, President and~~	~~Former Chief Administrative~~	~~Non-Executive Chairman~~
~~CEO of Cabot Oil & Gas~~	~~Officer of Spectra~~	~~of the Board of MRC~~
~~Corporation~~	~~Energy Corp.~~	~~Global Inc.~~
~~Age~~64	~~Age~~60	~~Age~~71
~~Years Served~~16	~~Years Served~~2	~~Years Served~~9

~~Other Public~~	~~Other Public~~	~~Other Public~~
~~Company Boards:~~	~~Company Boards:~~	~~Company Boards:~~
~~United States Steel~~	~~None~~	~~Trinity Industries, Inc.~~
~~Corporation~~		~~MRC Global Inc.~~
		~~Commercial Metals~~
		~~Company~~

~~Date and Time~~	~~Place~~
~~May 2, 2018~~	~~840 Gessner Road, Suite 1400~~
~~8:00 a.m. Central Time~~	~~Houston, Texas 77024~~
~~Record Date~~	~~Voting~~
~~March 8, 2018~~	~~Only holders of record of our common stock will be entitled to notice of~~
~~Shares Outstanding: 461,144,522~~	~~and to vote at the Annual Meeting.~~

~~Method~~	~~Instruction~~
	~~log onto www.proxyvote.com and use the instructions on the proxy card or voting instruction form received from your broker or bank;~~
~~By internet~~
	~~dial 1.800.690.6903 and use the instructions on the proxy card or voting instruction form received from your broker or bank (if available); or~~
~~By telephone~~
	~~complete and return the enclosed proxy card or voting instruction form in the postage-paid envelope provided.~~
~~By mail~~

Proposal	Matter	Board Vote Recommendation	Page Reference
1.	The election of the eight director candidates named herein.	FOR	12
2.	Ratification of the appointment of the firm PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for its 2018 fiscal year.	FOR	63
3.	The approval on an advisory basis of executive compensation.	FOR	63



~~W. MATT RALLS~~	~~MARCUS A. WATTS~~
~~Former Chairman, CEO~~	~~President of~~
~~and President of~~	~~The Friedkin Group~~
~~Rowan Companies plc~~	~~Age~~59
~~Age~~68	~~Years Served~~<1
~~Years Served~~6
	~~Other Public~~
~~Other Public~~	~~Company Boards:~~
~~Company Boards:~~	~~Service Corporation~~
~~Superior Energy~~	~~International~~
~~Services, Inc.~~
~~NCS Multistage~~

~~Governance Highlights~~
● ~~Women hold 25% of Board seats~~	● ~~Mandatory director retirement at age 73~~
● ~~Average director tenure is 6 years~~	● ~~Separate Board committee devoted entirely to safety and environmental matters~~
● ~~Proxy access for stockholders~~	● ~~Board oversight of all political contributions and website disclosures of amounts contributed~~
● ~~Rigorous stock ownership guidelines for all executive officers and directors~~	● ~~Annual Board and committee self-assessments~~
● ~~Annual election of directors and majority voting~~	● ~~Director orientation and continuing education~~
● ~~Our CEO is the only non-independent director~~	● ~~Stockholders may act by written consent~~
● ~~An independent lead director chairs executive sessions of independent directors at each regular Board meeting~~	● ~~No poison pill~~

~~What we do:~~		~~What we don’t do:~~
	~~Emphasis on long-term, performance-based equity compensation (p.31)~~		~~No hedging or pledging of company stock by executive officers or directors~~
	~~Short-term incentive compensation based on disclosed performance metrics (with payout caps) (p.38)~~		~~No excise tax gross-ups for executive officers appointed after 2010~~
	~~Substantial stock ownership and retention requirements for executive officers and directors (p.44)~~		~~No vesting of equity awards after retirement if competing with company~~
	~~Provide for “double trigger” cash payouts in change-of-control agreements (p.54)~~		~~No re-pricing or discounting of options or SARS~~
	~~Clawback policy (p.43)~~		~~No performance metrics that would encourage excessive risk-taking~~
	~~Hold annual advisory “say-on-pay” vote (p.63)~~		~~No dividend equivalents paid to executive officers on unvested equity awards until vested~~
	~~Use an independent compensation consultant (p.36)~~

	Production				667 Mboed (thousand barrels of oil equivalent per day)
	Cash Flow from Operations				$3,658 million
	Capital expenditures for drilling, completion and other fixed asset additions				$2,089 million
	Dividends Paid				$895 million
	Share Repurchases				$418 million
	Year-End Debt Balance				$2,161 million
	Market Capitalization(1)				$19,668 million


Name of Beneficial Owner	Number of Outstanding Shares of Common Stock Held		Number of Shares of Common Stock Beneficially Owned		Percent of Class
Dorothy M. Ables	5,000	⁽¹⁾	29,488	⁽¹⁾⁽²⁾		*
Rhys J. Best	15,000		121,260	⁽²⁾		*
Robert S. Boswell	5,000		26,919	⁽²⁾		*
Amanda M. Brock	0		3,100	⁽²⁾		*
Robert Kelley	439,652		620,496	⁽²⁾		*
W. Matt Ralls	0		69,952	⁽²⁾		*
Marcus A. Watts	0		3,100	⁽²⁾		*
Dan O. Dinges	3,712,658	⁽⁶⁾	3,822,269	^(3)(4)(6)		*
Scott C. Schroeder	1,415,956	⁽⁷⁾	1,466,409	⁽⁴⁾⁽⁷⁾		*
Jeffrey W. Hutton	626,991		639,856	⁽⁴⁾⁽⁵⁾		*
Phillip L. Stalnaker	248,318		271,422	^(3)(4)(5)		*
Steven W. Lindeman	156,442		175,889	^(3)(4)(5)		*
All directors, nominees and executive officers as a group (18 individuals)			7,584,118	^{(1)(2)(3)(4)(5)(6)(7)}	1.6	%⁽⁸⁾

Name	Fees Earned or Paid in Cash* ($)		Stock Awards ($)(1)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)(2)		Total ($)
Dorothy M. Ables	$	75,000	$	200,010		—		—		—	$	6,236	$	281,246
Rhys J. Best	$	90,000	$	200,010		—		—		—	$	17,887	$	307,897
Robert S. Boswell	$	75,000	$	200,010		—		—		—	$	6,602	$	281,612
Amanda M. Brock	$	18,750	$	76,229							$	1,576	$	96,555
Robert Kelley	$	115,000	$	200,010		—		—		—	$	31,884	$	346,894
W. Matt Ralls	$	95,000	$	200,010		—		—		—	$	12,959	$	307,969
Marcus A. Watts	$	18,750	$	76,229							$	2,777	$	97,756

	Target Value Awarded	Peer Rank Achieved	Percentage of Target Achieved	Earned Award Value
Performance Period Achieved⁽¹⁾
2015–2017	$3,899,988	6^thof 17	140%	$5,635,350

	Long-Term Incentive Program				Why the Metric is Important
	50% Relative TSR (3-year performance period)				Relative comparison of TSR versus peers over a three-year period provides alignment between executive pay and stockholder experience.
	50% Time-Based RSUs (3-year cliff vesting)				Increased weighting from 40 percent to 50 percent in 2023 to enhance and promote retention of executives. Providing full vesting on the third anniversary of grant provides greater alignment with long-term stockholders.

Name	Title	2016 Base Salary		2017 Base Salary
Mr. Dinges	Chairman, President and Chief Executive Officer	$	900,000	$	975,000
Mr. Schroeder	Executive Vice President and Chief Financial Officer	$	475,000	$	550,000
Mr. Hutton	Senior Vice President, Marketing	$	355,000	$	385,000
Mr. Stalnaker	Senior Vice President, North Region	$	350,000	$	385,000
Mr. Lindeman	Senior Vice President, South Region and Engineering	$	350,000	$	385,000

							Change in
							Pension Value
							and Nonqualified
						Non-Equity	Deferred
				Stock	Option	Incentive Plan	Compensation	All Other
Name and		Salary	Bonus	Awards	Awards	Compensation	Earnings	Compensation	Total
Principal Position	Year	($)	($)(1)	($)(2)	($)	($)(3)	($)	($)(4)	($)
Dan O. Dinges	2017	960,580	—	8,709,748	—	2,437,500	—	293,205	12,401,033
Chairman, President and	2016	900,016	—	8,327,237	—	1,856,250	—	228,334	11,311,837
Chief Executive Officer	2015	900,016	—	6,573,177	—	1,237,500	—	288,048	8,998,741
Scott C. Schroeder	2017	535,590	—	3,981,597	—	1,100,000	—	165,258	5,782,445
Executive Vice President	2016	475,010	—	3,843,343	—	783,750	—	129,845	5,231,948
and Chief Financial Officer	2015	475,010	—	3,033,773	—	522,500	—	174,646	4,205,929
Jeffrey W. Hutton	2017	379,240	—	995,393	—	577,500	—	106,461	2,058,594
Senior Vice President,	2016	355,014	—	980,044	—	439,310	—	92,130	1,866,498
Marketing	2015	355,014	—	783,720	—	292,875	—	121,624	1,553,233
Phillip L. Stalnaker	2017	378,276	—	995,393	—	577,500	—	91,580	2,042,749
Senior Vice President,	2016	350,002	—	960,831	—	433,130	—	79,275	1,823,238
North Region	2015	344,234	—	758,443	—	288,750	—	101,197	1,492,624
Steven W. Lindeman	2017	378,276	—	995,393	—	577,500	—	96,847	2,048,016
Senior Vice President,	2016	342,310	—	960,831	—	433,130	—	71,675	1,807,946
South Region and Engineering	2015	304,811	—	556,181	—	221,650	—	90,671	1,173,313

Grant Date	Grant Date Fair Value per Share (Hybrid)	Grant Date Fair Value per Share (TSR)
February 19, 2015	$27.71	28.23
February 17, 2016	$20.49	30.09
February 22, 2017	$22.60	31.80

CEO annual total compensation (A)	$	12,401,033
Median annual total compensation of all employees (excluding CEO) (B)	$	75,891
Ratio of (A) to (B)		163:1

Company Relative Placement	Percent Performance Shares	Value Consideration
1–2 (highest)	200%	100% stock / 100% cash
3	185%	100% stock / 85% cash
4	170%	100% stock / 70% cash
5	155%	100% stock / 55% cash
6	140%	100% stock / 40% cash
7	125%	100% stock / 25% cash
8	110%	100% stock / 10% cash
9	100%	Stock
10	90%	Stock
11	75%	Stock
12	60%	Stock
13	45%	Stock
14	30%	Stock
15	15%	Stock
16–17 (lowest)	0%

	Option Awards					Stock Awards
			Equity				Market
			Incentive				Value of
	Number of		Plan Awards:			Number	Shares	Equity Incentive	Equity Incentive
	Securities	Number of	Number of			of Shares	or Units	Plan Awards:	Plan Awards:
	Underlying	Securities	Securities			or Units	of Stock	Number of	Market or Payout
	Unexercised	Underlying	Underlying			of Stock	That	Unearned Shares,	Value of Unearned
	Options	Unexercised	Unexercised	Option		That	Have	Units or Other	Shares, Units or
	(#)	Options	Unearned	Exercise	Option	Have Not	Not	Rights That Have	Other Rights That
	Exercisable	(#)	Options	Price	Expiration	Vested	Vested	Not Vested	Have Not Vested
Name	(1)	Unexercisable	(#)	($)	Date	(#)	($)	(#)(2)	($)(3)
Dan O.								376,178	10,758,691
Dinges								265,978	7,606,971
Scott C.								172,804	4,942,194
Schroeder								122,214	3,495,320
Jeffrey W.								43,640	1,248,018
Hutton								30,954	885,284
Phillip L.	10,492	—	—	17.59	2/16/2019
Stalnaker
								43,201	1,235,549
								30,553	873,816
Steven W.	8,278	—	—	17.59	2/16/2019
Lindeman
								43,201	1,235,549
								29,110	832,546

	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested (#)(1)		Market Value of Shares or Units of Stock That Have Not Vested ($)(2)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)
Thomas E. Jorden		706,150		18,020,948		1,292,048		32,973,065
Shannon E. Young III		81,030		2,067,866		162,060		4,135,771
Stephen P. Bell		263,281		6,718,931		284,742		7,266,616
Blake A. Sirgo		95,369		2,433,817		110,132		2,810,569
Kevin W. Smith		95,369		2,433,817		110,132		2,810,569
Scott C. Schroeder		161,370		4,118,162		253,302		6,464,267
Christopher H. Clason		84,134		2,147,100		163,742		4,178,696

Name	Executive Contributions in Last FY ($)(1)		Registrant Contributions in Last FY ($)(2)		Aggregate Earnings in Last FY ($)(3)		Aggregate Withdrawals/ Distributions ($)(4)		Aggregate Balance at Last FYE ($)(5)
Dan O. Dinges		0		233,715		2,475,489		0		13,682,817
Scott C. Schroeder		0		98,941		1,456,647		0		8,222,160
Jeffrey W. Hutton		0		53,870		5,300		0		1,046,797
Phillip L. Stalnaker		53,564		48,406		97,409		0		775,072
Steven W. Lindeman		0		53,227		66,662		0		416,880

Fund Name	Rate of Return			Fund Name	Rate of Return
Cabot Oil and Gas Stock		23.26	%	Fidelity Freedom K^® Income Fund		5.18	%
Davis New York Venture Fund Class Y		22.48	%	Fidelity^® 500 Index Fund - Premium Class		21.79	%
Fidelity Freedom K^® 2005 Fund		10.45	%	Fidelity^® Capital Appreciation Fund - Class K		24.06	%
Fidelity Freedom K^® 2010 Fund		12.52	%	Fidelity^® International Discovery Fund - Class K		31.86	%
Fidelity Freedom K^® 2015 Fund		14.30	%	Fidelity^® Extended Market Index Fund - Premium Class		18.18	%
Fidelity Freedom K^® 2020 Fund		15.71	%	Fidelity^® Global ex U.S. Index Fund - Premium Class		27.35	%
Fidelity Freedom K^® 2025 Fund		16.87	%	Fidelity^® Money Market Trust Retirement Government Money Market II Portfolio		0.51	%
Fidelity Freedom K^® 2030 Fund		19.86	%	Fidelity^® Real Estate Index Fund - Premium Class		3.72	%
Fidelity Freedom K^® 2035 Fund		22.01	%	Fidelity^® U.S. Bond Index Fund - Premium Class		3.47	%
Fidelity Freedom K^® 2040 Fund		22.38	%	Glenmede Small Cap Equity Portfolio Institutional Class		15.98	%
Fidelity Freedom K^® 2045 Fund		22.36	%	John Hancock Funds Disciplined Value Fund Class R6		19.33	%
Fidelity Freedom K^® 2050 Fund		22.33	%	Lord Abbett Mid Cap Stock Fund Class I		7.29	%
Fidelity Freedom K^® 2055 Fund		22.37	%	Oakmark Equity And Income Fund Investor Class		14.46	%
Fidelity Freedom K^® 2060 Fund		22.21	%	Oakmark Fund Investor Class		21.14	%

Thomas E. Jorden

Chief Executive Officer and President

Shannon E. Young III

Executive Vice President and Chief Financial Officer

Stephen P. Bell

Executive Vice President—Business Development

Blake A. Sirgo

Senior Vice President—Operations

Kevin W. Smith

Vice President and Chief Technology Officer