PROPOSAL 1
ELECTION OF DIRECTORS

EXECUTIVE COMPENSATION

PROPOSAL 2

APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

AUDIT COMMITTEE REPORT

(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: 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 earlier of May 4, 2024 or the date the non-employee director ceases to be a director of the Company: for each of Ms. Ables, Mr. Boswell, Ms. Brock, Mr. Dinges, Mr. Eckley, Mr. Helmerich, Ms. Stewart, Ms. Vallejo, and 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 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 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 benefit of an immediate family member, with respect to which Mr. Jorden has shared voting and investment power.

(9)
Includes 20,000 restricted stock units as to which restrictions lapse upon April 11, 2025.

APPENDIX A
EXPLANATION
AMENDED AND RECONCILIATION RESTATED
CERTIFICATE OF
NON-GAAP FINANCIAL MEASURES

​

PROPOSAL 1ELECTION OF DIRECTORS

SECURITY OWNERSHIP

CORPORATE GOVERNANCE MATTERS

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION

PROPOSAL 2APPOINTMENT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM

AUDIT COMMITTEE REPORT

GENERAL INFORMATION

APPENDIX AEXPLANATIONAMENDED AND RECONCILIATION RESTATEDCERTIFICATE OF NON-GAAP FINANCIAL MEASURES

PROPOSAL 1
ELECTION OF DIRECTORS

PROPOSAL 2

APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

APPENDIX A
EXPLANATION
AMENDED AND RECONCILIATION RESTATED
CERTIFICATE OF
NON-GAAP FINANCIAL MEASURES

ANNUAL MEETING INFORMATION

VOTING METHODS

MATTERS TO BE VOTED ON AND RECOMMENDATION

DIRECTOR NOMINEES

GOVERNANCE HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS

ALIGNING 2022 COMPENSATION PROGRAM WITH BEST PRACTICES

PRINCIPAL STOCKHOLDERS

DIRECTORS AND EXECUTIVE OFFICERS

POLICY ON RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

DIRECTOR NOMINATIONS AND QUALIFICATIONS

BOARD OF DIRECTORS LEADERSHIP STRUCTURE

BOARD MEETINGS AND COMMITTEES

BOARD OF DIRECTORS OVERSIGHT OF RISK AND ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) MATTERS

DIRECTOR COMPENSATION

CODE OF BUSINESS CONDUCT AND CONFLICTS OF INTEREST

2024 PROXY STATEMENT27

Summary Compensation Table.

ELEMENTS OF OUR COMPENSATION PROGRAM

EXECUTIVE COMPENSATION

on February 20, 2024.

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%

2024 PROXY STATEMENT33

ROLE OF EXECUTIVES IN ESTABLISHING COMPENSATION

ALIGNING 2022 COMPENSATION PROGRAM WITH BEST PRACTICES

OTHER COMPENSATION POLICIES

EXECUTIVE COMPENSATION BUSINESS RISK REVIEW

TABLE OF CONTENTS
COMPENSATION TABLES
SUMMARY COMPENSATION TABLE

CEO PAY RATIO

grant.

The amounts in this column 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 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 share and performance stock unit awards, as applicable, assuming the maximum level of performance (200 percent of the target amount) is achieved, as follows:

•
as to which the performance 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 granted in 2023, see “Compensation Discussion and Analysis—2023 Performance-Based Compensation” and the “Grants of Plan-Based Awards” table above for more information. The actual amount of these awards that will vest after the end of the applicable performance period will be based on the determination of the Company’s achievement of the performance criteria by the Compensation Committee.

(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.

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.

RECONCILIATION OF DISCRETIONARY CASH FLOW AND FREE CASH FLOW

RECONCILIATION OF EBITDAX

RECONCILIATION OF NET DEBT TO EBITDAX

ANNUAL MEETING INFORMATION

VOTING METHODS

MATTERS TO BE VOTED ON AND RECOMMENDATION

DIRECTOR NOMINEES

GOVERNANCE HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS

ALIGNING 2022 COMPENSATION PROGRAM WITH BEST PRACTICES

PRINCIPAL STOCKHOLDERS

DIRECTORS AND EXECUTIVE OFFICERS

POLICY ON RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

DIRECTOR NOMINATIONS AND QUALIFICATIONS

BOARD OF DIRECTORS LEADERSHIP STRUCTURE

BOARD MEETINGS AND COMMITTEES

BOARD OF DIRECTORS OVERSIGHT OF RISK AND ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) MATTERS

DIRECTOR COMPENSATION

CODE OF BUSINESS CONDUCT AND CONFLICTS OF INTEREST

2024 PROXY STATEMENT27

Summary Compensation Table.

ELEMENTS OF OUR COMPENSATION PROGRAM

EXECUTIVE COMPENSATION

on February 20, 2024.

ROLE OF EXECUTIVES IN ESTABLISHING COMPENSATION

ALIGNING 2022 COMPENSATION PROGRAM WITH BEST PRACTICES

OTHER COMPENSATION POLICIES

EXECUTIVE COMPENSATION BUSINESS RISK REVIEW

TABLE OF CONTENTS​​COMPENSATION TABLESSUMMARY COMPENSATION TABLE

CEO PAY RATIO

grant.

RECONCILIATION OF DISCRETIONARY CASH FLOW AND FREE CASH FLOW

RECONCILIATION OF EBITDAX

RECONCILIATION OF NET DEBT TO EBITDAX

TABLE OF CONTENTS
COMPENSATION TABLES
SUMMARY COMPENSATION TABLE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

SCHEDULE 14A

~~PROXY STATEMENT PURSUANT TO SECTION~~

Proxy Statement Pursuant to Section 14(a)
~~OF THE SECURITIES EXCHANGE ACT OF~~ of
the Securities Exchange Act of 1934

~~(Amendment~~ (Amendment No. )

~~Filed by the Registrant~~

~~Filed by a Party other than the Registrant~~

~~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 under §240.14a-12~~

~~COTERRA ENERGY INC.~~

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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 under §240.14a-12

Coterra Energy Inc.

(Name of Registrant as Specified inIn Its Charter)

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

~~Payment of Filing Fee (Check all boxes that apply):~~
	~~No fee required.~~
	~~Fee paid previously with preliminary materials.~~
	~~Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.~~

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

TABLE OF CONTENTS

TABLE OF CONTENTS

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

NOTICE of Annual Meeting
of Stockholders

MEETING INFORMATION	DATE:	May 1, 2024
	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

ITEMS OF BUSINESS

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.

Each of these items is more fully described in the attached proxy statement, which is made a part of this notice.

March [ ], 2024

By Order of the Board of Directors,

MARCUS G. BOLINDER

Corporate Secretary

		RECORD DATE
		Only holders of record of our common stock at the close of business on March 7, 2024 will be entitled to notice of and to vote at this year’s annual meeting.
		VOTING PROCEDURES:
		Please vote your shares as promptly as possible by one of the following methods, even if you plan to attend the annual meeting in person.
					INTERNET
		Use the instructions on the proxy card or voting instruction form received from your broker or bank.
					BY TELEPHONE
		Use the instructions on the proxy card or voting instruction form received from your broker or bank (if available).
					BY MAIL
		Complete and return the enclosed proxy card or voting instruction form in the postage-paid envelope provided (for stockholders receiving paper copies only).
					BY ATTENDING IN PERSON
		You may attend the annual meeting and vote in person.

~~MESSAGE FROM~~
~~THE EXECUTIVE CHAIRMAN~~
~~OF THE BOARD AND THE CHIEF~~
~~EXECUTIVE OFFICER~~

~~March 18, 2022~~

~~Dear Coterra Energy Shareholders,~~

This past year marked a significant step forward for the two legacy companies that combined to form Coterra Energy Inc., one of the premier oil and gas companies in North America. Thank you for your support of this transformative merger with your overwhelmingly strong vote in favor of the merger and for your trust in our team. Our Company stands at the top of the upstream exploration and production segment with two “core” basins and one of the best balance sheets in our industry. This blueprint affords us significant financial sustainability across commodity price cycles with the ability to return higher levels of capital to you – our shareholders.

Operationally, by placing a best-in-class oil asset with a best-in-class natural gas asset, we created a diversified portfolio for our capital investments, which allows us to pivot between commodities to maximize returns during commodity price cycles. This optionality benefits all Coterra stakeholders and creates a strong financial position for the organization.

We are now over six months into the integration of the two legacy companies into one Coterra. Our team is collaborating and working well together. And in the waning stages of the ongoing pandemic, our employees continue to safely conduct our field operations and lead our company-wide integration efforts. Their dedication and commitment are very much recognized and appreciated. From these efforts we are beginning to experience the initial cost synergies that were introduced in our merger announcement.

From the ever important Environmental, Social and Governance (ESG) lens, we took the best policies from each legacy company as our starting point and are building on that platform. We are committed to environmental stewardship & sustainability reporting, including currently reporting in line with SASB standards, adding TCFD-based disclosures in the future and reducing GHG emissions across our portfolio. To further bolster our commitment to sustainability, executive compensation will include metrics related to emissions reductions.

We take our social responsibilities seriously and are committed to supporting the communities in which we operate, funding education, healthcare and, when they arise, emergency needs of those communities. We fully support diversity among our employees and management, including among our Board members, and we strive for top-tier benefits for our employees and their families delivered at nominal cost to them to minimize the financial burden of health care and to increase wellness.

In terms of governance, we believe in a strong, independent Board of Directors, evidenced by our Board’s composition and tenure; transparency in our activities that may impact shareholders, including our corporate political contributions, which are fully disclosed on our website; and rigorous shareholder rights, such as proxy access and the ability to act by written consent. These governance principles, while present to some extent in both legacy companies, have been solidified and strengthened in Coterra.

As the two leaders of the talented, diverse group of independent directors and the dedicated and accomplished management team of Coterra, we are exceptionally proud of the company that was created this past year and the opportunities ahead for our fellow shareholders. Thank you, again, for your trust and your investment in this future.


	~~Dan O. Dinges~~		~~Thomas E. Jorden~~
	~~Executive Chairman~~		~~Chief Executive Officer and President~~

~~April 29, 2022~~

~~8:00 a.m., Central Time~~

~~Hotel ZaZa Memorial City~~
~~9787 Katy Freeway~~
~~Houston TX, 77024~~
~~And~~
~~Virtually at www.virtualshareholdermeeting.com/CTRA2022~~

~~PURPOSE OF~~IF YOU PLAN TO ATTEND THE ~~MEETING:~~ ANNUAL MEETING IN PERSON:

1.	~~To elect each of the ten persons named in the attached Proxy Statement to the Board of Directors of the Company for a one-year term.~~
2.	~~To ratify the appointment of the firm PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for its 2022 fiscal year.~~
3.	~~To approve, by non-binding advisory vote, the compensation of our named executive officers.~~
4.	~~To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.~~

~~Each of these items is fully described in the attached Proxy Statement, which is made a part of this Notice.~~ ~~March 18, 2022~~ ~~By Order of the Board of Directors,~~ ~~Deidre L. Shearer~~ ~~Vice President and Corporate Secretary~~

~~NOTICE~~
~~of Annual Meeting of Shareholders~~

~~RECORD DATE~~

~~Only holders of record of our common stock on March 8, 2022 will be entitled to notice of and to vote at the Annual Meeting.~~

~~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~~date.

TABLE OF CONTENTS

MESSAGE FROM THE CHAIRMAN

TABLE OF CONTENTS

Our annual goals for the executive officers fall under three major categories—investment returns, operational execution, and environmental progress. We also exercise discretion on strategies related to improving the quality and duration of our inventory and advancing the role of digital innovation. 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.

Finally, we always want our compensation to closely align with results, both on an individual and collective basis. We seek to hire the best talent for every role and ensure every employee quickly adopts our results driven mindset and commitment to accountability. We have a fantastic team that collaborates openly on critical issues. We insist upon open, challenging debate and a completely non-political culture. Coterra is a meritocracy. We work hard and strive for excellence in everything we do.

In closing, we want to emphasize that we have worked hard in recent years to improve the readability of the ~~meeting, which may include~~proxy statement. There is a ~~temperature check, completing~~deliberate focus on graphics and simplified language. We hope you will see a ~~health check questionnaire, wearing a mask~~difference and ~~maintaining six-foot social distance. If~~find the document both easy to digest and informative.

Again, thank you ~~are not feeling well, have had close contact (defined as being within six feet~~ for ~~15 minutes or more without facial covering) with someone who has tested positive for COVID-19, or think you may have been exposed to COVID-19, we ask that you vote by proxy for the meeting.~~your interest in Coterra.

[MISSING IMAGE: sg_thomasejorden-bw.jpg]

THOMAS E. JORDEN
Chairman, Chief Executive Officer and President

March [ ], 2024

~~IF YOU PLAN TO ATTEND THE ANNUAL MEETING VIRTUALLY:~~

You must visit www.virtualshareholdermeeting.com/CTRA2022. You will need the 16-digit control number included on your Notice of Internal Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials. If you do not have your 16-digit control number and attend the meeting online, you will be able to listen to the meeting only - you will not be able to vote or submit questions during the meeting.

TABLE OF CONTENTS

~~VOTING~~ ~~PROCEDURES:~~	TABLE OF CONTENTS

~~Please vote your shares as~~ ~~promptly as possible, even~~ ~~if you plan to attend the~~ ~~Annual Meeting, by one of~~ ~~the following methods:~~	~~INTERNET~~ ~~Use the instructions~~ ~~on the proxy card or~~ ~~voting instruction~~ ~~form~~	~~BY TELEPHONE~~ ~~Use the instructions~~ ~~on the proxy card or~~ ~~voting instruction~~ ~~form~~	~~BY MAIL~~ ~~Complete and return the~~ ~~enclosed proxy card or~~ ~~voting instruction form in the~~ ~~postage-paid envelope provided~~	~~BY ATTENDING~~ ~~IN PERSON~~ ~~OR VIRTUALLY~~ ~~You may also vote at~~ ~~the Annual Meeting~~ ~~by attending in~~ ~~person or virtually~~

Proxy Summary


	1~~TABLE OF~~ ~~CONTENTS~~

			~~Proxy Summary~~One Coterra	05
	~~Annual Meeting Information~~1				Governance and Board Highlights	05
	~~Voting Methods~~2				2023 Operational and Financial Highlights	05
	~~Matters to be Voted on and Recommendation~~2				Stakeholder Engagement	05
	~~Director Nominees~~3				Governance	06
	~~Governance Highlights~~3				Board Composition	07
	~~2021 Financial and Operational Highlights~~3				Board Demographics	07
	~~Executive Compensation Highlights~~4				Director Nominee Skills and Experience Matrix	08
	~~Aligning 2022 Compensation Program with Best Practices~~5				Board Skills and Experience	08
	5
~~PROPOSAL 1:~~ ~~Election of Directors~~			09
~~Certain Information Regarding Nominees~~	09

~~Security Ownership~~	17
~~Principal Stockholders~~	17
~~Directors and Executive Officers~~	18
~~Policy on Related Party Transactions~~	18
~~Related Party Transactions~~	19
~~Section 16(a) Beneficial Ownership Reporting Compliance~~	19

~~Corporate Governance Matters~~	19
Director Nominations and Qualifications	19
	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~~Directors’ Leadership Structure	22
	~~Board Meetings and Committees~~20				22
~~Board of Directors~~Board’s Oversight of Risk ~~and Environmental, Social and Governance (ESG) Matters~~Management	25
	~~Director Compensation~~23				Meetings and Attendance	26
	23				Director Orientation and Continuing Education
	23				Code of Business Conduct and ~~Conflicts of Interest~~Ethics	27
	24				Stockholder Engagement
~~Compensation Discussion and Analysis~~	28
	~~Executive Summary~~25				PROPOSAL 2: To Amend and Restate the Restated Certificate of Incorporation of Coterra Energy Inc.	28
	~~Overview of Our~~ 27				Compensation ~~Program~~	31
	~~Elements of Our Compensation Program~~27				32
~~Executive Compensation~~	33
~~Industry Peer Group~~	34
~~Role of the Compensation Consultant~~	35
~~Role of Executives in Establishing Compensation~~	35
~~2021 Compensation Decisions~~	36
~~Aligning 2022 Compensation Program with Best Practices~~	45
~~Other Compensation Policies~~	45
~~Executive Compensation Business Risk Review~~	49
~~Compensation Committee Report~~	49

~~Executive Compensation~~	50
~~Summary Compensation Table~~	50
~~CEO Pay Ratio~~	52
~~2021 Grants of Plan-Based Awards~~	53
~~Outstanding Equity Awards at Fiscal Year-End 2021~~	55
~~2021 Option Exercises and Stock Vested~~	56
~~2021 Nonqualified Deferred Compensation~~	56
~~Potential Payments Upon Termination or Change in Control~~	58

~~PROPOSAL 2:~~ ~~Appointment Of Independent Registered Public Accounting Firm~~	65

~~Audit Committee Report~~	66

PROPOSAL 3:To Approve, By Non-Binding Advisory Vote, The Compensation Ofof Our Named Executive Officers	67
	28				Compensation Discussion and Analysis
	~~General Information~~28				68Business Context
	28				DELIVERING VALUE to STOCKHOLDERS
	~~APPENDIX A~~ ~~Explanation and Reconciliation of Non-GAAP Financial Measures~~29	~~A-1~~
		~~Reconciliation of Discretionary Cash Flow and Free Cash Flow~~Our Compensation Philosophy	~~A-1~~
~~Reconciliation of EBITDAX~~	~~A-2~~
~~Reconciliation of Net Debt to EBITDAX~~	~~A-3~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

	~~Back to Contents~~29				Annual Say On Pay Advisory Vote
	29				Our Compensation Practices and Design
	31				2023 Performance-Based Compensation
	33				2023 Compensation Decisions
	36				How We Set Executive Compensation
	37				Retirement Compensation and Other Benefits
	38				Compensation Governance
	39				Compensation Committee Report
	40				Compensation Tables
	40				Summary Compensation Table
	41				Grants of Plan-Based Awards
	42				Outstanding Equity Awards at Fiscal Year-End
	43				Stock Vested
	44				Nonqualified Deferred Compensation
	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.

This proxy statement includes website addresses and references to additional materials found on those websites, which are provided for convenience only. Content on the websites, including content on our website, is not, and shall not be deemed to be, part of this proxy statement or incorporated herein or into any of our other filings with the Securities and Exchange Commission (the “SEC”).

This proxy statement includes forward-looking statements within the meaning of federal securities laws. All statements, other than statements of historical fact, included in this report are forward-looking statements. Such forward-looking statements include, but are not limited to, statements regarding our environmental, social and governance commitments and our future performance outcomes. The words “believe,” “plan,” “anticipate,” “expect” and similar expressions are also intended to identify forward-looking statements. We can provide no assurance that the forward-looking statements contained in this proxy statement will occur, and actual results may differ materially from those included in this report. Forward-looking statements are based on current expectations and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those included in this report. These risks and uncertainties include, but are not limited to, those described in “Risk Factors” in Item 1A of Part I of our Form 10-K for the year ended December 31, 2023 and those contained in our future reports filed with the SEC. Except to the extent required by applicable law, we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

iCOTERRA ENERGY

TABLE OF CONTENTS

	PROXY SUMMARY

This summary highlights information described in other parts of this ~~Proxy Statement~~proxy statement and does not contain all of the information you should consider in voting. Please read the entire ~~Proxy Statement~~proxy statement before voting. For more complete information regarding our ~~2021~~2023 operational and financial ~~and operating~~ performance, please review our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021,~~2023, which accompanies this ~~Proxy Statement.~~

proxy statement.

ONE COTERRA

Coterra Energy Inc. (“Coterra” or the “Company”) is a premier, diversified energy company with a strong free cash flow profile, well positioned to deliver superior and sustainable returns to stockholders through commodity cycles. Coterra’s common stock trades on the New York Stock Exchange (the “NYSE”) under the ticker symbol “CTRA.”

GOVERNANCE AND BOARD HIGHLIGHTS

Good corporate governance is rooted in ethics, integrity, accountability, and transparency. We have built our business on sound governance principles and practices. These principles and practices are the foundation of sustainable value creation, building stakeholder trust, and a responsible business culture.

Our Board of Directors (the “Board of Directors” or “Board”) consists of 10 members, eight of whom are independent and four of whom are women. Each member of the Board brings a unique background and set of leadership skills that contributes to the diversity of our Board, including broad experience in leadership, finance, energy, exploration and production, climate change, operations and strategy, risk oversight, legal, regulatory, and cybersecurity matters.

By leveraging our Board’s experience and good corporate governance practices, we aim to promote accountability and sound decision making, which ultimately helps to enhance our long-term success.

Independent and Effective Board Oversight



~~DATE AND TIME~~	~~PLACE~~	~~RECORD DATE~~	~~VOTING~~

~~April 29, 2022~~ ~~8:00 a.m. Central Time~~	~~Hotel ZaZa Memorial City~~ ~~9787 Katy Freeway~~ ~~Houston, Texas 77024~~ ~~Virtually at~~ ~~www.virtualshareholdermeeting.com/CTRA2022~~	~~March 8, 2022~~ ~~Shares Outstanding:~~ ~~810,978,794~~	~~Only holders~~ • Eight of ~~record~~10 director nominees are independent • Four of ~~our~~ ~~common stock will be entitled~~ the five standing committees are fully composed of independent members with independent chairs • The Board is committed to ~~notice of~~seeking highly qualified women and individuals from minority groups to ~~vote at the~~ ~~Annual Meeting.~~

	~~METHOD~~		~~INSTRUCTION~~
	~~IN PERSON OR VIRTUALLY~~		~~you may attend the Annual Meeting and vote in person or, during the meeting, go to www.virtualshareholdermeeting.com/CTRA2022 to vote;~~

	~~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~~		~~complete and return the enclosed proxy card or voting instruction form~~include in the ~~postage-paid envelope provided (for stockholders receiving paper copies only).~~

PROPOSAL MATTER BOARD VOTE
RECOMMENDATION PAGE
REFERENCE
1. The election of the ten director candidates named herein. FOR 9
2. Ratification of the appointment of the firm PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for its 2022 fiscal year. FOR 65
3. The approval on an advisory basis of executive compensation. FOR 67

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

pool of potential Board nominees and succession candidates

~~Back to Contents~~

~~BOARD HIGHLIGHTS~~



~~DAN O. DINGES~~ • Executive ~~Chairman of Coterra Energy~~ ~~Age~~ 68 ~~Years Served~~ 20 ~~Other public company boards:~~ 1 • ~~None~~	~~THOMAS E. JORDEN~~ ~~Chief Executive Officer and President of Coterra~~ ~~Age~~ 65 ~~Years Served~~ <1 ~~Other public company boards: None~~	~~LISA A. STEWART~~ ~~Lead Director Executive Chairman of Sheridan Production Partners~~ ~~Age~~ 64 ~~Years Served~~ <1 ~~Other public company boards:~~ 2 • ~~Western Midstream Partners LP~~ • ~~Jadestone Energy~~	~~DOROTHY M. ABLES~~ ~~Former Chief Administrative Officer of Spectra Energy Corp~~ ~~Age~~ 64 ~~Years Served~~ 6 ~~Other public company boards:~~ 1 • ~~Martin Marietta Materials Inc.~~	~~ROBERT S. BOSWELL~~ ~~Chairman and CEO of Laramie Energy, LLC~~ ~~Age~~ 72 ~~Years Served~~ 6 ~~Other public company boards:~~ 1 • ~~Enerflex Ltd. (Canadian)~~



~~AMANDA M. BROCK~~ ~~CEO Aris Water~~ ~~Age~~ 61 ~~Years Served~~ 4 ~~Other public company boards:~~ 1 • ~~Macquarie Infrastructure Corporation~~ • ~~Aris Water~~	~~PAUL N. ECKLEY~~ ~~Former Senior Vice President – Investments of State Farm~~^® ~~Corporate Headquarters~~ ~~Age~~ 67 ~~Years Served~~ <1 ~~Other public company boards: None~~	~~HANS HELMERICH~~ ~~Chairman of the Board of Helmerich & Payne~~ ~~Age~~ 63 ~~Years Served~~ <1 ~~Other public company boards:~~ 1 • ~~Helmerich & Payne, Inc.~~	~~FRANCES M. VALLEJO~~ ~~Former Vice President for Corporate Planning and Development of ConocoPhillips~~ ~~Age~~ 57 ~~Years Served~~ <1 ~~Other public company boards:~~ 1 • ~~Crestwood Energy Partners, LP~~	~~MARCUS A. WATTS~~ ~~President of The Friedkin Group~~ ~~Age~~ 64 ~~Years Served~~ 4 ~~Other public company boards:~~ 1 • ~~Service Corporation International~~

~~BOARD EXPERIENCE~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

• ~~Women hold 50% of independent Board seats and chair three of our four standing Board committees~~

• ~~One member of our Board of Directors is member of a historically underrepresented group~~

• ~~Recent Board refreshment from the merger with average~~sessions are led by an independent director ~~tenure~~in all Board and committee meetings

•

Annual Board and committee evaluations

•

Orientation, continuing education and strategy programs for directors

•

All current Audit Committee members meet the NYSE listing standards of ~~three years~~

financial sophistication and are audit committee financial experts under the SEC rules

• ~~Proxy access for stockholders~~

• ~~Rigorous stock~~

Stock ownership guidelines for all executive officers and directors

•

Annual election of directors and majority voting

provision

• ~~An independent lead director chairs executive sessions of independent directors at each regular Board meeting~~

•

Board oversight of ~~all~~ political contributions and ~~website~~annual disclosures of recipients and amounts contributed

•

Separate Board committee devoted entirely to environmental, health and safety ~~and~~ matters

• ~~Annual Board and committee self-assessments~~

• ~~Stockholders may act by written consent~~

• ~~Director orientation and continuing education~~

• ~~No poison pill~~

2024 PROXY STATEMENT1

TABLE OF CONTENTS~~2021~~

2023 OPERATIONAL AND FINANCIAL ~~AND OPERATIONAL~~ HIGHLIGHTS

~~After nearly~~

	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

(1)

Based on 751,847,432 shares of common stock outstanding and a ~~decade~~closing per share price of ~~rationalizing~~$26.16 as of February 21, 2024.

STAKEHOLDER ENGAGEMENT

We actively engage with key stakeholders across our business, including employees, stockholders, regulators, and communities where we operate. Open dialogue with our stakeholders helps us better understand and respond to emerging issues that may impact our business in the ~~Company’s reserve portfolio, eliminating non-strategic~~short- or long-term. Keeping our finger on the pulse of issues and ~~lower-tier assets, the Company was successful in acquiring – through a merger of equals~~topics that are important to our business strengthens our relationship with ~~Cimarex Energy Co. (the “Merger”) – a complimentary strategic set of assets adding a mix of oil, liquids~~stakeholders and ~~natural gas~~contributes to ~~the portfolio, making 2021 a milestone year~~our success.

At Coterra, we regularly engage with our employees and encourage open dialogue, which is fundamental to our strategy. Rather than conducting anonymous surveys, we often hold small group meetings for ~~the Company. Coincident~~employees with senior managers, as well as with the ~~Merger,~~Chief Executive Officer at least annually. Employees are given multiple lines of communication they can utilize if they have any concerns. We focus on providing multiple opportunities for leaders and employees to engage in thoughtful discussion around individual performance, prior year results, development opportunities, and career goals. In addition to these formal opportunities, our employees are encouraged to engage in regular discussions with their leaders regarding expectations and performance. Additionally, retaining our talent is a top priority, and employee turnover is tracked closely and discussed at least annually with our Chief Executive Officer and broader leadership.

Executives and senior management from investor relations, sustainable engineering, and corporate secretary functions routinely engage with stockholders on a variety of topics, including corporate governance, executive compensation, human capital management, climate change and sustainability. When appropriate, our directors also make themselves available to meet with stockholders. During our 2023 engagement, we believe stockholders expressed strong support for Coterra. For more information, see “Stockholder Engagement” on page 24.

We operate in an industry that is heavily regulated, and, therefore, we are deeply affected by the ~~industry experienced~~political and legislative process. We strongly believe that Coterra’s long-term value to our stockholders is enhanced by a ~~strengthening~~business environment that protects and supports the oil and gas industry’s ability to responsibly operate to provide important energy resources to consumers. Our trade associations are the primary way that we engage with regulators on policy.

We also engage with the communities where we live and work. In 2023, Coterra launched the Community Action Group (“CAG”) initiative, a unique approach that strengthens our connection with communities. This initiative places emphasis on gathering input from both employees and community stakeholders to determine which organizations and projects we should support. The CAG has become an integral part of ~~all commodity prices, creating momentum in~~our community relations strategy, ensuring that our community engagement efforts remain closely aligned with local needs. We also utilize our associations with groups like the ~~second half~~Permian Strategic Partnership and the Marcellus Shale Coalition to help us better understand the needs of the ~~year that further enhanced results from 2020. Highlights and accomplishments for 2021 include the following:~~⁽¹⁾

•	~~Free Cash Flow:~~⁽²⁾~~Generated free cash flow of $1.083 billion on the strength of the acquired assets in the Merger and improved commodity prices.~~
•	~~Returns to Shareholders:~~Continuing the legacy of returning at least 50 percent of free cash flow to shareholders, the Company returned 60 percent of 2021’s free cash flow in the form of dividends – including an increased base dividend, supplemented with a variable dividend.
•	~~Reserves:~~ As a result of both the Merger and our capital investment activity in 2021, our absolute reserves grew by 27 percent from the prior year and our reserves as of December 31, 2021 changed from 100 percent natural gas to approximately 86 percent natural gas and 14 percent oil and natural gas liquids.
•	~~Production:~~ ~~As a result of the Merger, absolute production increased 17 percent from 2020 levels to 167.1 MMBOE for the year.~~
•	~~Debt and Leverage:~~During the year the Company repaid $188 million in maturing long term debt. With the improvement in pricing, and taking into account the acquired debt from the Merger, the Company still experienced a reduction in our leverage ratio (net debt to EBITDAX)⁽²⁾ ~~from 1.38x in 2020 to .95x in 2021.~~
•	~~Sustainability:~~ In 2021 the Company reduced greenhouse gas emissions, methane intensity and high-pressure flaring intensity from previous levels of both companies involved in the Merger, in its ongoing commitment to environmental, social and governance leadership.

~~(1)~~	~~These results reflect nine months of Cabot Oil & Gas Corporation results and three months of the combined results following the effective time of the Merger.~~
~~(2)~~	~~Free cash flow and net debt to EBITDAX are not measures calculated in accordance with generally accepted accounting principles (GAAP). See Appendix A for additional information.~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

communities where we operate.

2COTERRA ENERGY

TABLE OF CONTENTS

GOVERNANCE

~~Back to Contents~~

~~What we do:~~		~~What we don’t do:~~
	~~For 2022, added emissions reductions target metric to the short-term incentive program~~ ~~(p.45)~~		~~No vesting periods of less than three years for equity awards issued in February 2022~~
	~~Emphasis on long-term, performance-based equity compensation~~ ~~(p.30)~~		~~No hedging or pledging of company stock by executive officers or directors~~
	~~Short-term incentive compensation based on disclosed performance metrics (with payout caps), including operational, financial and returns metrics~~ ~~(p.40)~~		~~No excise tax gross-ups for executive officers appointed after 2010~~
	~~Substantial stock ownership and retention requirements for executive officers and directors~~ ~~(p.49)~~		~~No vesting of equity awards after retirement if competing with Company~~
	~~Provide for “double trigger” cash payouts in change-in-control agreements~~ ~~(p.58)~~		~~No re-pricing or discounting of options or SARs~~
	~~Clawback policy~~ ~~(p.46)~~		~~No performance metrics that would encourage excessive risk-taking~~
	~~Hold annual advisory “say-on-pay” vote~~ ~~(p.67)~~
	~~Only independent directors on Compensation Committee~~ ~~(p.23)~~
	~~Use an independent compensation consultant~~ ~~(p.35)~~

In February and March 2022, the Committee adopted Coterra’s first post-Merger executive compensation program. The 2022 executive compensation program is designed to align with governance best practices, shareholder expectations and Coterra’s business strategy as a combined company. The highlights of the 2022 executive compensation program include the following:

~~Awarded 100% performance-based long-term incentives to the CEO~~

	•	Following Mr. Jorden’s December 2021 grant of time-based restricted stock units representing the legacy Cimarex annual award, the Committee approved 100% performance-based awards in February 2022 so that the average of Mr. Jorden’s 2021 and 2022 annual grants is at least 50% performance-based
	•	~~The Committee expects Mr. Jorden’s annual long-term incentive grants in 2023 and beyond to be consistent with the other NEOs’ 2022 grants, which consisted of 60% performance-based awards~~

•	~~Added two broad market indices to executives’ long-term performance awards that are based on relative TSR, reflecting Coterra’s willingness to compete with investment dollars across industries~~
•	~~Capped relative TSR award payout at 100% of target if Coterra’s TSR is negative over the performance period~~
•	55^th ~~percentile relative TSR performance required to receive target payout~~
•	~~Adopted three-year cliff vest on time-based RSUs, strengthening retention and alignment with shareholders~~
•	~~Aligned short-term incentive plan metrics with Coterra’s value proposition communicated to shareholders when seeking approval of the Merger~~

	•	~~Focused incentives on return on invested capital, free cash flow, and ESG goals related to emissions reduction targets~~
	•	~~Reduced the overall maximum plan payout from 250% to 200% of target~~
	•	~~Removed the conditional multiplier from the short-term incentive calculation~~

~~No salary increases for the CEO and Executive Chairman; market-based adjustments for other NEOs who had not received salary increases since 2019~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

BOARD COMPOSITION

~~Back to Contents~~

The size of our Board of Directors ~~(the “Board of Directors” or “Board”)~~ is currently set at ~~ten~~10 members, each of whose term expires ~~in 2022.~~at the 2024 annual meeting of stockholders. Accordingly, ~~the~~our Board ~~of Directors~~ has nominated ~~ten directors~~10 individuals to ~~be elected at~~hold office until the ~~2022 Annual Meeting.~~2025 annual meeting of stockholders. Each of the nominees is currently a director. Our Board and our Governance and Social Responsibility Committee believe that the broad range of attributes, qualifications, viewpoints, skills and experience of the director nominees enable them to effectively oversee our long-term business strategy and ~~has been nominated~~contribute to ~~hold office until~~an effective and well-functioning Board.

An overview of the ~~expiration of his or her term in 2022~~Board demographics, attributes and ~~until his or her successor shall have been elected and shall have qualified. The~~skills is set forth below. For more detailed information about our director nominees, please see “Biographical Information Regarding Our Nominees” beginning on page 9 where you will find the business experience of each nominee as well as the qualifications that led our Board to select each nominee for election to the Board.

Board ~~is discussed below.~~

~~The~~ Demographics

[MISSING IMAGE: pc_boardhighlights-pn.jpg]

2024 PROXY STATEMENT3

TABLE OF CONTENTS

DIRECTOR NOMINEE SKILLS AND EXPERIENCE MATRIX

ABLES

BOSWELL

BROCK

DINGES

ECKLEY

HELMERICH

JORDEN

STEWART

VALLEJO

WATTS

[MISSING IMAGE: ph_dorothyables-4clr.jpg]

[MISSING IMAGE: ph_robertboswel-4clr.jpg]

[MISSING IMAGE: ph_amandabrock-4clr.jpg]

[MISSING IMAGE: ph_hanshelmerich-4clr.jpg]

[MISSING IMAGE: ph_thomasjorden-4clr.jpg]

[MISSING IMAGE: ph_lisastewart-4clr.jpg]

[MISSING IMAGE: ph_francesvallejo-4clr.jpg]

[MISSING IMAGE: ph_marcuswatts-4clr.jpg]

[MISSING IMAGE: ic_publiccompany-pn.jpg]

PUBLIC COMPANY C-SUITE

[MISSING IMAGE: ic_privatecompany-pn.jpg]

PRIVATE COMPANY C-SUITE

[MISSING IMAGE: ic_explorationprod-pn.jpg]

EXPLORATION & PRODUCTION

CLIMATE CHANGE

RELATED INDUSTRY

OTHER PUBLIC
COMPANY BOARDS

[MISSING IMAGE: ic_financialacco-pn.jpg]

FINANCIAL/
ACCOUNTING

CYBERSECURITY

LEGAL

[MISSING IMAGE: ic_operatingstrateg-pn.jpg]

OPERATING/STRATEGIC RESPONSIBILITY

EHS RESPONSIBILITY

4COTERRA ENERGY

TABLE OF CONTENTS

Board ~~believes that the combination of the various qualifications, skills~~Skills and ~~experiences of the 2022 director nominees would contribute to an effective and well-functioning Board. Whether nominated by a shareholder or through the activities of the Committee,~~Experience

DIRECTOR NOMINATIONS AND QUALIFICATIONS

Nomination Process

Under its charter, the Governance and Social Responsibility Committee seeks out and evaluates qualified candidates to serve as Board members to fill vacancies or for the additional needs of the Board, including by considering candidates recommended by stockholders and management. The Governance and Social Responsibility Committee identifies candidates through a number of methods, which may include the retention of professional executive search firms, use of publicly available director databases or referral services and recommendations made by incumbent directors.

Stockholders who meet certain requirements specified in our bylaws may also nominate candidates for inclusion in our proxy materials for an annual meeting as described in “General Information” beginning on page 68. There are no differences in the manner in which the Governance and Social Responsibility Committee evaluates nominees for director based on whether the nominee is recommended by a stockholder or by incumbent directors.

Any stockholder desiring to propose a candidate to the Board for consideration should submit such proposed candidate, including the proposed candidate’s qualifications, to:

Coterra Energy Inc.
Attn: Corporate Secretary
840 Gessner Road, Suite 1400
Houston, Texas 77024

Email: corporatesecretary@coterra.com

Board Composition as a Result of the Merger

On October 1, 2021, Cimarex Energy Co. (“~~GSR”~~Cimarex”), and Cabot Oil & Gas Corporation (“Cabot”) completed a merger transaction (the “Merger”) to form the Company. Pursuant to the terms of the agreement governing the Merger (the “Merger Agreement”), until the 2024 annual meeting of stockholders, if a vacancy on the Board results from the departure of a legacy Cabot director, the appointment or nomination of the individual to fill that vacancy must be approved by not less than a majority of the continuing legacy Cabot directors and, if the vacancy results from the departure of a legacy Cimarex director, the appointment or nomination of the individual to fill

2024 PROXY STATEMENT5

TABLE OF CONTENTS

that vacancy must be approved by not less than a majority of the continuing legacy Cimarex directors.

Skills and Qualifications

The Governance and Social Responsibility Committee seeks to select candidates who, regardless of how they are nominated, have:

•

personal and professional integrity;

•

held a position of leadership with a record of achievement in their field, with the interest and intellect to be able to address energy industry challenges and opportunities;

•

the ability to think strategically and the insight to assist management in placing the Company in a competitive position within the energy industry; and

•

the time to attend Board meetings and to deal with unexpected issues that arise relating to our business.

The Board also encourages a diversity of backgrounds among its members. In February 2021, the Board formalized its commitment to diversity by amending the Governance and

Social Responsibility Committee charter to add a commitment to include qualified racially, ethnically and gender diverse candidates in the initial candidate list for all director searches.

DIRECTOR SUCCESSION

Our Governance and Social Responsibility Committee engages in regular director succession planning as part of its duty to oversee the composition and effectiveness of the Board and its committees. Regular succession planning allows the Governance and Social Responsibility Committee to nominate qualified candidates for annual stockholder elections and to fill vacancies created upon the planned or unplanned departure of sitting directors or upon increasing the size of the Board. In its succession planning activities, the Governance and Social Responsibility Committee reviews annual Board and committee self-assessments, reviews a Board skills matrix of identified skills for each director and for the effective functioning of the Board, tracks director tenure and expected director departures and engages in various director recruitment activities.

The Board does not have a mandatory retirement policy.

6COTERRA ENERGY

TABLE OF CONTENTS

PROPOSAL 1

ELECTION OF
DIRECTORS

Upon recommendation of the Governance and Social Responsibility Committee, the Board has nominated the 10 individuals named below to be elected at the 2024 annual meeting of stockholders. Each of the nominees is currently a director and, if elected, will hold office until the 2025 annual meeting of stockholders.

DOROTHY M. ABLES

Former Chief Administrative Officer of
Spectra Energy Corp

HANS HELMERICH

Chairman of the Board of Helmerich & Payne

•

~~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;~~

AGE 66

YEARS SERVED 8

AGE 65

YEARS SERVED 3

•

~~the ability to think strategically and the insight to assist management in placing the Company in a competitive position within the industry; and~~

OTHER CURRENT PUBLIC COMPANY BOARDS: 1

• Martin Marietta Materials, Inc.

OTHER CURRENT PUBLIC COMPANY BOARDS: 1

• Helmerich & Payne, Inc.

•

~~the time to attend Board meetings~~

ROBERT S. BOSWELL

Lead Independent Director of Coterra;
Chairman and ~~the commitment to devote any reasonable required additional time to deal with Company business.~~Chief Executive Officer of Laramie Energy, LLC

THOMAS E. JORDEN

Chairman, Chief Executive Officer
and President of Coterra Energy Inc.

AGE 74

YEARS SERVED 8

AGE 66

YEARS SERVED 3

OTHER CURRENT PUBLIC COMPANY BOARDS:

None

OTHER CURRENT PUBLIC COMPANY BOARDS:

None

AMANDA M. BROCK

Chief Executive Officer of Aris Water Solutions, Inc.

LISA A. STEWART

Chairman of Sheridan Production Partners

AGE 63

YEARS SERVED 6

AGE 66

YEARS SERVED 3

OTHER CURRENT PUBLIC COMPANY BOARDS: 1

• Aris Water Solutions, Inc.

OTHER CURRENT PUBLIC COMPANY BOARDS: 2

• Western Midstream Partners, LP

• Jadestone Energy PLC

DAN O. DINGES

Former Executive Chairman of Coterra Energy Inc.

FRANCES M. VALLEJO

Former Vice President for Corporate Planning
and Development of ConocoPhillips

AGE 70

YEARS SERVED 22

AGE 58

YEARS SERVED 3

OTHER CURRENT PUBLIC COMPANY BOARDS:

None

OTHER CURRENT PUBLIC COMPANY BOARDS: 1

• Expro Group Holdings N.V.

PAUL N. ECKLEY

Former Senior Vice President—Investments
of State Farm Corporate Headquarters

MARCUS A. WATTS

President of The Friedkin Group

AGE 69

YEARS SERVED 3

AGE 65

YEARS SERVED 6

OTHER CURRENT PUBLIC COMPANY BOARDS:

None

OTHER CURRENT PUBLIC COMPANY BOARDS: 1

• Service Corporation International

The Board and the GSR Committee believe that, individually and as a whole, the Board possesses the necessary qualifications, varied tenure and independence to provide effective oversight of the business and quality advice and counsel to the Company’s management.

2024 PROXY STATEMENT7

TABLE OF CONTENTS

The persons named in the enclosed form of proxy intend to vote such proxies FORthe election of each of the nominees for terms of one year. If any one of the nominees is not available at the time of the ~~Annual Meeting~~annual meeting to serve, proxies received will be voted for substitute nominees to be designated by the Board ~~of Directors~~ or, in the event no such designation is made by the Board, proxies will be voted for a lesser number of nominees. In no event will the proxies be voted for more than the number of nominees set forth above.

Required Vote

The election of each of the 10 director nominees will require that each director nominee receive 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). Abstentions and broker non-votes will not affect the outcome of the voting on this proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS ~~THAT YOU~~A VOTE FORTHE ELECTION OF EACH OF THE ~~NOMINEES TO THE BOARD OF DIRECTORS.~~NOMINEES.

8COTERRA ENERGY

TABLE OF CONTENTS~~CERTAIN~~

BIOGRAPHICAL INFORMATION REGARDING OUR NOMINEES

~~Set forth below, as of March 1, 2022, for each nominee for election as a director of~~

Below is the ~~Company, is~~ 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 our Board. Mr. Dinges, Executive Chairman, and~~Company. Mr. Jorden, our Chairman, Chief Executive Officer and President, and Mr. Dinges, our former Executive Chairman, are the only ~~employees or~~employee and former ~~employees~~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.~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

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

DOROTHY M. ABLES

AGE: 66

DIRECTOR SINCE: 2015

Independent

COMMITTEE MEMBERSHIPS:

~~Back to Contents~~

•

~~Age:~~64

~~Director~~
~~Since:~~ ~~2015~~

~~Committee Memberships:~~

•

Audit (Chair);

•

Governance and Social Responsibility

committees on which she serves.
~~PUBLIC~~ ~~COMPANY~~ ~~C-SUITE~~	~~PRIVATE~~ ~~COMPANY~~ ~~C-SUITE~~	~~EXPLORATION~~ CAREER HIGHLIGHTS • Spectra Energy Corp. – Chief Administrative Officer—2008 – 2017 • Spectra Energy Corp. – Vice President, Audit Services and Chief Ethics & ~~PRODUCTION~~ Compliance Officer—2007 – 2008 • Duke Energy Corporation – Vice President, Audit Services—2004 – 2006 • Duke Energy Gas Transmission – Senior Vice President and Chief Financial Officer—1998 – 2004	~~RELATED~~ ~~INDUSTRY~~ ~~EXPERIENCE~~	~~OTHER~~	CURRENT PUBLIC COMPANY BOARDS • Martin Marietta Materials, Inc. – 2018 – Current	~~FINANCIAL/~~ ~~ACCOUNTING~~ ~~EXPERTISE~~
~~PUBLIC~~ ~~COMPANY~~ ~~C-SUITE~~	~~PRIVATE~~ ~~COMPANY~~ ~~C-SUITE~~		~~RELATED~~ ~~INDUSTRY~~ ~~EXPERIENCE~~	~~OTHER~~	~~LEGAL~~ PUBLIC COMPANY BOARDS WITHIN THE PAST FIVE YEARS • None	~~OPERATING/~~ ~~STRATEGIC~~ ~~RESPONSIBILITY~~	~~HSE~~ ~~RESPONSIBILITY~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

2024 PROXY STATEMENT9

TABLE OF CONTENTS

ROBERT S. BOSWELL

AGE: 74

DIRECTOR SINCE: 2015

Independent

COMMITTEE MEMBERSHIPS:

~~Back to Contents~~

•

~~Age:~~72

~~Director~~
~~Since:~~ ~~2015~~

~~Committee Memberships:~~

Audit

•

Environment, Health & ~~Safety; Audit~~

Safety

~~ROBERT S. BOSWELL~~

~~BUSINESS EXPERIENCE:~~

POSITION:

• ~~Laramie Energy LLC~~

~~- Chairman of the Board and Chief Executive Officer – 2007 to present~~

• ~~Laramie Energy I, LLC~~

~~- Chairman of the Board and Chief Executive Officer – 2004 to 2007~~

Lead Independent Director (effective January 1, 2023)

• ~~Forest Oil Corporation~~

~~- Chairman of the Board and Chief Executive Officer – 1989 to 2003~~

~~OTHER DIRECTORSHIPS:~~ • ~~Enerflex Ltd.~~ ~~- 2011 to present~~
~~KEY SKILLS, ATTRIBUTES AND QUALIFICATIONS:~~ 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 ~~distinguished~~ 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, including overseeing the turnaround of Forest Oil Corporation, a mid-sized public exploration and production company, and~~years. His success with unconventional resource plays (including with the sale of Laramie Energy I, LLC, a private company ~~which~~that 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 relevantbillion) brings important expertise to the Company’s operations in the Marcellus 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.operations. Mr. Boswell is ~~currently serving as~~the immediate past chairman and a director of ~~Enerflex Ltd., a Canadian public company that manufactures~~the Western Energy Alliance, and ~~sells natural gas transmission and process equipment worldwide.~~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,~~serves.
	CAREER HIGHLIGHTS • Laramie Energy, LLC – Chairman of the Board and ~~his operations experience is invaluable to his service on~~Chief Executive Officer—2007 – Current • Laramie Energy I, LLC – Chairman of the Board and Chief Executive Officer—2004 – 2007 • Forest Oil Corporation – Chairman of the Board and Chief Executive Officer—1989 – 2003	CURRENT PUBLIC COMPANY BOARDS • Laramie Energy, LLC – 2007 – Current
		PUBLIC COMPANY BOARDS WITHIN THE PAST FIVE YEARS • Enerflex Ltd. – 2011 – 2022

	AMANDA M. BROCK
	AGE: 63
	DIRECTOR SINCE: 2017
	Independent
	COMMITTEE MEMBERSHIPS: • Compensation • Environment, Health & Safety ~~Committee.~~


~~PUBLIC~~ ~~COMPANY~~ ~~C-SUITE~~	~~PRIVATE~~ ~~COMPANY~~ ~~C-SUITE~~	~~EXPLORATION~~ & ~~PRODUCTION~~	~~RELATED~~ ~~INDUSTRY~~ ~~EXPERIENCE~~	~~OTHER PUBLIC~~ ~~COMPANY~~ ~~BOARDS~~	~~FINANCIAL/~~ ~~ACCOUNTING~~ ~~EXPERTISE~~	~~LEGAL~~	~~OPERATING/~~ ~~STRATEGIC~~ ~~RESPONSIBILITY~~	~~HSE~~ ~~RESPONSIBILITY~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

Reason for Nomination

~~Back to Contents~~

~~Age:~~61 ~~Director~~ ~~Since:~~ ~~2017~~ ~~Committee Memberships:~~ • ~~Compensation; Environment, Health & Safety~~	~~AMANDA M. BROCK~~
	~~BUSINESS EXPERIENCE:~~ • ~~Aris Water Solutions, Inc.~~ ~~- Chief Executive Officer – September 2021 to present~~ ~~- President and Chief Operating Officer – September 2020 to September 2021~~ ~~- Chief Operating Officer – July 2018 to September 2020~~	~~- Chief Commercial Officer – February 2018 to September 2020~~ • ~~Water Standard~~ ~~- Chief Executive Officer – 2009 to 2017~~
	~~OTHER DIRECTORSHIPS:~~ • ~~Aris Water Solutions, Inc.~~ ~~– September 2021 to present~~ • ~~Macquarie Infrastructure Corporation~~ ~~– August 2018 to present~~
	~~KEY SKILLS, ATTRIBUTES AND QUALIFICATIONS:~~ Ms. Brock ~~was appointed~~has a wealth of experience 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 Chief Executive Officer of Aris Water Solutions, Inc., 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. Ms. Brock joined Aris Water (formerly Solaris Midstream) in 2017 as the Senior Commercial Advisor and assumed the President and Chief Operating Officer positions in September 2020 and July 2018, respectively. Ms. Brock also served as Chief Commercial Officer of Solaris Midstream from February 2018 to September 2020. 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. 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~~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 ~~our Board as key attributes leading to~~ her ~~appointment. Ms. Brock has received~~ numerous professional awards throughout her career ~~including~~(including being named one of the 25 ~~most influential women~~Most Influential Women in Energy by Hart Energy’s Oil and Gas Investor Magazine in 2020 ~~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 being inducted into the 2017 Greater Houston Women’s Hall of ~~Fame.~~Fame). Ms. Brock ~~also~~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, after completing her undergraduate studies in South Africa.~~

Review.
~~PUBLIC~~ ~~COMPANY~~ ~~C-SUITE~~	~~PRIVATE~~ ~~COMPANY~~ ~~C-SUITE~~	~~EXPLORATION~~ & ~~PRODUCTION~~	~~RELATED~~ ~~INDUSTRY~~ ~~EXPERIENCE~~	~~OTHER PUBLIC~~ ~~COMPANY~~ ~~BOARDS~~	~~FINANCIAL/~~ ~~ACCOUNTING~~ ~~EXPERTISE~~	~~LEGAL~~	~~OPERATING/~~ ~~STRATEGIC~~ ~~RESPONSIBILITY~~	~~HSE~~ ~~RESPONSIBILITY~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

~~Age:~~68 ~~Director~~ ~~Since:~~ ~~2001~~ ~~Committee Memberships:~~ • ~~Executive~~ ~~Position:~~ • ~~Executive Chairman~~		~~DAN O. DINGES~~

		~~BUSINESS EXPERIENCE:~~ CAREER HIGHLIGHTS • ~~Cabot Oil & Gas Corporation~~ - Aris Water Solutions, Inc. – Chief Executive ~~Chairman~~Officer—2021 – ~~October 2021 to present~~ ~~- Chairman,~~ Current • Aris Water Solutions, Inc. – President and Chief Operating Officer— 2020 – 2021 • Aris Water Solutions, Inc. – Chief Operating Officer—2018 – 2020 • Aris Water Solutions, Inc. – Chief Commercial Officer—2018 – 2020 • Water Standard – Chief Executive ~~Officer~~Officer—2009 – ~~May 2002~~2017	CURRENT PUBLIC COMPANY BOARDS • Aris Water Solutions, Inc. – 2021 – Current
	PUBLIC COMPANY BOARDS WITHIN THE PAST FIVE YEARS • Macquarie Infrastructure Corporation – 2018 – 2022

10COTERRA ENERGY

TABLE OF CONTENTS

	DAN O. DINGES
	AGE: 70
	DIRECTOR SINCE: 2001
	COMMITTEE MEMBERSHIPS: • Executive
	POSITION: • Executive Chairman (October 1, 2021 to ~~September 2021~~ December 31, 2022) ~~OTHER DIRECTORSHIPS:~~ • ~~United States Steel Corporation – 2010 to 2021~~ ~~KEY SKILLS, ATTRIBUTES AND QUALIFICATIONS:~~

		Reason for Nomination Mr. Dinges served as ~~our~~Cabot’s Chief Executive Officer for ~~the last~~ 20 years until the completion of the ~~merger with Cimarex Energy Co. on October 1, 2021,~~Merger and brings to the Board over 3738 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, ~~and~~ long-term strategy and goals. Mr. Dinges ~~joined~~is currently serving as a director of Highpoint Midstream LLC, a private company in the Company in September 2001, after a successful 20-year career in various management positions with the predecessor to Noble Energy, Inc., and oversaw an era of tremendous growth for the Company. His steadfast leadership as Executive Chairmanmidstream sector of the ~~Board provides the Board with extensive institutional knowledge~~oil and ~~continuity, as well creating a vital link between management and the Board.~~gas industry. Mr. Dinges ~~also~~ possesses a diversity of corporate governance experience, ~~gained from~~including his previous service on the Board of United States Steel Corporation and ~~several~~ charitable and industry organizations, including the American Petroleum Institute, ~~since 2017,~~the American Exploration Production Council, ~~since 2002,~~ Spitzer Industries, Inc. ~~(private~~(a private company) ~~since 2006,~~, and Houston Methodist Hospital Research ~~Institute from 2014 to January 2020.~~ Institute.
		CAREER HIGHLIGHTS • Coterra Energy lnc. – Executive Chairman—2021 – 2022 • Cabot Oil & Gas Corporation – Chairman, President and Chief Executive Officer—2002 – 2021				CURRENT PUBLIC COMPANY BOARDS • None
						PUBLIC COMPANY BOARDS WITHIN THE PAST FIVE YEARS • United States Steel Corporation – 2010 – 2021

~~Age:~~67 ~~Director~~ ~~Since:~~	PAUL N. ECKLEY
	AGE: 69
	DIRECTOR SINCE:2021 ~~Committee Memberships:~~
	Independent
	COMMITTEE MEMBERSHIPS: • Compensation (Chair); • Governance and Social Responsibility

	~~PAUL N. ECKLEY~~


	~~BUSINESS EXPERIENCE:~~ • ~~State Farm~~ ~~- Senior Vice President – 1998 to 2020~~ ~~- Vice President, Common Stocks – 1995 to 1998~~ ~~- Investment Officer – 1990 to 1995~~ ~~- Investment Analyst – 1977 to 1990~~ Reason for Nomination ~~OTHER DIRECTORSHIPS:~~ • ~~None~~ ~~KEY SKILLS, ATTRIBUTES AND QUALIFICATIONS:~~ Mr. Eckley was appointed in October 2021 in connection with the ~~consummation~~Merger. With a career spanning over 45 years, his extensive history of ~~the Merger. Mr. Eckley has a~~leadership roles and wealth of experience in investments in public and private companies, including companies in the oil and gas industry, ~~and extensive leadership roles that~~ are key attributes that make him well ~~qualified~~suited to serve on our Board. He has had a distinguished career of over 43 years and has served in various capacities and most recently served as Senior Vice President – Investments at State Farm® Corporate Headquarters in Bloomington, Illinois until his retirement in 2020. With this experience, Mr. Eckley brings considerable value in his service as Chair of the Compensation Committee. Mr. Eckley also ~~has previously~~ 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.
~~PUBLIC~~ ~~COMPANY~~ ~~C-SUITE~~	~~PRIVATE~~ ~~COMPANY~~ ~~C-SUITE~~	~~EXPLORATION~~ & ~~PRODUCTION~~ CAREER HIGHLIGHTS • State Farm – Senior Vice President—1998 – 2020 • State Farm – Vice President, Common Stocks—1995 – 1998 • State Farm – Investment Officer—1990 – 1995 • State Farm – Investment Analyst—1977 – 1990	~~RELATED~~ ~~INDUSTRY~~ ~~EXPERIENCE~~	~~OTHER~~	CURRENT PUBLIC COMPANY BOARDS • None	~~FINANCIAL/~~ ~~ACCOUNTING~~ ~~EXPERTISE~~
~~PUBLIC~~ ~~COMPANY~~ ~~C-SUITE~~	~~PRIVATE~~ ~~COMPANY~~ ~~C-SUITE~~		~~RELATED~~ ~~INDUSTRY~~ ~~EXPERIENCE~~	~~OTHER~~	~~LEGAL~~ PUBLIC COMPANY BOARDS WITHIN THE PAST FIVE YEARS • Cimarex Energy Co. – 2019 – 2021	~~OPERATING/~~ ~~STRATEGIC~~ ~~RESPONSIBILITY~~	~~HSE~~ ~~RESPONSIBILITY~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

2024 PROXY STATEMENT11

TABLE OF CONTENTS

~~Back to Contents~~

HANS HELMERICH

~~Age:~~63 ~~Director~~ ~~Since:~~	AGE: 65
	DIRECTOR SINCE:2021 ~~Committee Memberships:~~
	Independent
	COMMITTEE MEMBERSHIPS: • ~~Compensation;~~ Compensation • Environment, Health and Safety

~~HANS HELMERICH~~


~~BUSINESS EXPERIENCE:~~ • ~~Helmerich & Payne, Inc.~~ ~~- Chief Executive Officer – 1989 to 2014~~ ~~- President – 1989 to 2012~~ Reason for Nomination ~~OTHER DIRECTORSHIPS:~~ • ~~Helmerich & Payne, Inc.~~ ~~- 1987 to present~~ • ~~Atwood Oceanics, Inc.~~ ~~- 1989 to 2017~~ ~~KEY SKILLS, ATTRIBUTES AND QUALIFICATIONS:~~ Mr. Helmerich was appointed in October 2021 in connection with the ~~consummation of the~~ Merger. ~~Mr. Helmerich currently serves as Chairman of Helmerich & Payne, Inc. (“H&P”), a publicly held company primarily engaged~~His extensive experience in contract drilling services for oil and gas exploration and production ~~companies. H&P uses drilling rigs it designs and builds and is one of~~companies, including his previous service at Helmerich & Payne, Inc. as the ~~major land and offshore platform drilling companies in the world. Mr. Helmerich has had an extensive career with H&P, which includes serving as~~ Chief Executive Officer and ~~as President. Mr. Helmerich’s background with the drilling sector of the oil and gas business provides~~President, helps provide the Board with key insight into ~~an aspect of Company’s business that represents a significant expenditure in~~ the Company’s ~~capital budget. His over~~operations, and his more than 25 years of executive experience ~~provide~~provides a strong background for his service on the ~~Board and 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, ~~his~~Mr. Helmerich’s current service as a Director and Chairman of ~~H&P,~~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 ~~and Director of Atwood Oceanics, Inc. provides~~provide him with additional experience and knowledge invaluable to his service on the Board.
	CAREER HIGHLIGHTS • Helmerich & Payne, Inc. – Chief Executive Officer—1989 – 2014 • Helmerich & Payne, Inc. – 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

~~Age:~~65 ~~Director~~ ~~Since:~~	THOMAS E. JORDEN
	AGE: 66
	DIRECTOR SINCE:2021 ~~Committee Memberships:~~
	COMMITTEE MEMBERSHIPS: • Executive ~~Position:~~ •

	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	~~THOMAS E. JORDEN~~


~~BUSINESS EXPERIENCE:~~ • ~~Cimarex Energy Co.~~ ~~- Chief Executive Officer – 2011 to 2021~~ ~~- Executive Vice President—Exploration – 2003 to 2011~~ ~~- Vice President—Exploration – 2002 to 2003~~ ~~OTHER DIRECTORSHIPS:~~ • ~~None~~ ~~KEY SKILLS, ATTRIBUTES AND QUALIFICATIONS:~~ ~~Mr. Jorden was appointed~~ of Coterra in October 2021 in connection with the ~~consummation of the~~ Merger. ~~Mr. Jorden is the Chief Executive Officer and President of Coterra, following his tenure at Cimarex.~~ At Cimarex, he began serving as ~~Executive~~ Vice President of Exploration when the company was formed in ~~2002. In~~2002 and subsequently was elevated in 2003 to Executive Vice President of Exploration, in 2011 ~~he became~~to Chief Executive Officer and President ~~of Cimarex~~ 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. ~~(“Key”)~~, Cimarex’s ~~predecessor. He~~predecessor, which he joined ~~Key~~ in 1993 as Chief ~~Geophysicist~~Geophysicist. Mr. Jorden brings to the Board nearly 40 years of experience in the oil and ~~went on~~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 ~~become~~ 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 of Exploration. Before joining Key, Mr. Jorden was with Union Pacific Resources and Superior Oil Company.~~

President—Exploration—2003 – 2011 – Vice President—Exploration—2002 – 2003				CURRENT PUBLIC COMPANY BOARDS • None
~~PUBLIC~~ ~~COMPANY~~ ~~C-SUITE~~			~~PRIVATE~~ PUBLIC COMPANY ~~C-SUITE~~ BOARDS WITHIN THE PAST FIVE YEARS • Cimarex Energy Co. – 2011 – 2021	~~EXPLORATION~~ & ~~PRODUCTION~~	~~RELATED~~ ~~INDUSTRY~~ ~~EXPERIENCE~~	~~OTHER PUBLIC~~ ~~COMPANY~~ ~~BOARDS~~	~~FINANCIAL/~~ ~~ACCOUNTING~~ ~~EXPERTISE~~	~~LEGAL~~	~~OPERATING/~~ ~~STRATEGIC~~ ~~RESPONSIBILITY~~	~~HSE~~ ~~RESPONSIBILITY~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

12COTERRA ENERGY

TABLE OF CONTENTS

LISA A. STEWART,
NACD.DC

AGE: 66

DIRECTOR SINCE: 2021

Independent

COMMITTEE MEMBERSHIPS:

~~Back to Contents~~

•

~~Age:~~64

~~Director~~
~~Since:~~ ~~2021~~

~~Committee Memberships:~~

Audit

• ~~Executive; Audit;~~

Environment, Health & Safety

~~Position:~~

(Chair)

• ~~Lead Director~~

Executive

committees on which she serves.
~~PUBLIC~~ ~~COMPANY~~ ~~C-SUITE~~	~~PRIVATE~~ ~~COMPANY~~ ~~C-SUITE~~	~~EXPLORATION~~ & ~~PRODUCTION~~ CAREER HIGHLIGHTS • Sheridan Production Partners – Executive Chairman—2006 – Current – President and Chief Executive 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	~~RELATED~~ ~~INDUSTRY~~ ~~EXPERIENCE~~	~~OTHER~~	CURRENT PUBLIC COMPANY BOARDS • Western Midstream Partners, LP – 2020 – Current • Jadestone Energy PLC – 2019 – Current	~~FINANCIAL/~~ ~~ACCOUNTING~~ ~~EXPERTISE~~	~~LEGAL~~
~~PUBLIC~~ ~~COMPANY~~ ~~C-SUITE~~	~~PRIVATE~~ ~~COMPANY~~ ~~C-SUITE~~		~~RELATED~~ ~~INDUSTRY~~ ~~EXPERIENCE~~	~~OTHER~~	~~OPERATING/~~ ~~STRATEGIC~~ ~~RESPONSIBILITY~~ PUBLIC COMPANY BOARDS WITHIN THE PAST FIVE YEARS • Cimarex Energy Co. – 2015 – 2021	~~HSE~~ ~~RESPONSIBILITY~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

2024 PROXY STATEMENT13

TABLE OF CONTENTS

FRANCES M. VALLEJO,
NACD.DC

AGE: 58

DIRECTOR SINCE: 2021

Independent

COMMITTEE MEMBERSHIPS:

~~Back to Contents~~

•

~~Age:~~57

~~Director~~
~~Since:~~ ~~2021~~

~~Committee Memberships:~~

Audit

• ~~Audit;~~

Governance and Social Responsibility (Co-Chair)

~~FRANCES M. VALLEJO~~


~~BUSINESS EXPERIENCE:~~ • ~~ConocoPhillips~~ ~~- Vice President Corporate Planning and Development – 2015 to 2016~~ ~~- Vice President and Treasurer – 2008 to 2015~~ ~~- General Manager-Corporate Planning and Budgets, and other various positions – 1987 to 2008~~ Reason for Nomination ~~OTHER DIRECTORSHIPS:~~ • ~~Crestwood Equity Partners LP~~ ~~- 2021 to present~~ ~~KEY SKILLS, ATTRIBUTES AND QUALIFICATIONS:~~ Ms. Vallejo was appointed in October 2021 in connection with the ~~consummation of the Merger. Ms. Vallejo’s~~Merger, and has over 3035 years of experience in the oil and gas ~~industry and~~industry. With her extensive history of leadership roles in corporate planning, budgeting, and treasury ~~are key attributes that make her~~at ConocoPhillips, Ms. Vallejo is well qualified to serve our Board. Additionally, Ms. Vallejo is a former executive officer of ConocoPhillips, an independent exploration and production company. Beginning in 1987, Ms. Vallejo held various positions with both ConocoPhillips and Phillips Petroleum Company, which merged with Conoco Inc. to form ConocoPhillips in 2002. She served as Vice President Corporate Planning and Development from 2015 until 2016 and as Vice President and Treasurer from 2008 until 2015. Prior to 2008, she served as General Manager—Corporate Planning and Budgets, Vice President Upstream Planning & Portfolio Management, Assistant Treasurer, Manager Strategic Transactions, and in other geophysical, commercial, and finance roles. Since 2021, Ms. Vallejo has servedrecently completed her service as a director of the general partner of Crestwood Equity Partners LP, a publicly traded master limited partnership that ~~owns~~owned and ~~operates~~operated oil and gas midstream assets located primarily in the Bakken Shale, Delaware Basin and Powder River Basin, Marcellus Shale and Barnett Shale. In 2021, Ms. Vallejo received the National Association of Corporate Directors Director Certification, which is the premier director designation available in the United States.Basin. She ~~also~~currently serves on the Executive Committee ~~(fiduciary body)~~ of the Colorado School of Mines ~~Foundation. Ms. Vallejo formerly served~~Foundation and, until 2016, served as a member of the Board of Trustees of Colorado School of ~~Mines and she currently serves or has served on boards of other charitable associations. This~~Mines. Her vast array of leadership roles and duties in the ~~E&P~~exploration and production and midstream segments of the oil and gas industry offers considerable value to the Board ~~and her service as Co-Chair~~committees on which she serves. Ms. Vallejo earned the CERT Certificate in Cybersecurity Oversight issued by the CERT Division of the ~~Governance~~Software Engineering Institute at Carnegie Mellon University in 2023, and ~~Social Responsibility Committee~~received the NACD.DC, the premier director designation in the United States, in 2021.
	CAREER HIGHLIGHTS • ConocoPhillips – Vice President Corporate Planning and ~~a member of the Audit Committee.~~ Development—2015 – 2016 • ConocoPhillips – Vice President and Treasurer—2008 – 2015 • ConocoPhillips – 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

14COTERRA ENERGY

TABLE OF CONTENTS

~~Age:~~64 ~~Director~~ ~~Since:~~	MARCUS A. WATTS
	AGE: 65
	DIRECTOR SINCE:2017 ~~Committee Memberships:~~
	Independent
	COMMITTEE MEMBERSHIPS: • Compensation • Governance and Social Responsibility (Co-Chair)~~; Compensation~~

	~~MARCUS A. WATTS~~


	~~BUSINESS EXPERIENCE:~~ • ~~The Friedkin Group~~ ~~- President – 2011 to present~~ • ~~Locke Lord LLP – 1984 to 2010~~ ~~- Managing Partner, Houston~~ ~~- Vice-Chairman (Executive Committee)~~ Reason for Nomination ~~OTHER DIRECTORSHIPS:~~ • ~~Service Corporation International~~ ~~- 2012 to present~~ ~~KEY SKILLS, ATTRIBUTES AND QUALIFICATIONS:~~ Mr. Watts ~~joined our Board in August 2017, adding~~adds a wealth of legal, transactional, regulatory 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~~His diverse experience ~~with the international law firm of Locke Lord LLP. In~~includes 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 Governance and Social Responsibility Committee of the Board, which he Co-Chairs. Mr. Watts servedservice 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 ~~currently serves on~~governance issues, where he served as the ~~Board~~Managing Partner of ~~Directors~~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.~~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 ~~boards~~board of the Federal Reserve Bank of Dallas-Houston Branch ~~since~~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 ~~Greater Houston Partnership since 2012,~~oil and isgas industry. This industry and management experience, as well as his legal and regulatory background, are particularly valuable to the ~~former Chairman of both organizations.~~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.


~~PUBLIC~~ ~~COMPANY~~ ~~C-SUITE~~	~~PRIVATE~~ ~~COMPANY~~ ~~C-SUITE~~	~~EXPLORATION~~ & ~~PRODUCTION~~ CAREER HIGHLIGHTS • The Friedkin Group – President—2011 – Current • Locke Lord LLP – Managing Partner, Houston, Vice-Chairman (Executive Committee)—1984 – 2010	~~RELATED~~ ~~INDUSTRY~~ ~~EXPERIENCE~~	~~OTHER~~	CURRENT PUBLIC COMPANY BOARDS • Service Corporation International – 2012 – Current	~~FINANCIAL/~~ ~~ACCOUNTING~~ ~~EXPERTISE~~
~~PUBLIC~~ ~~COMPANY~~ ~~C-SUITE~~	~~PRIVATE~~ ~~COMPANY~~ ~~C-SUITE~~		~~RELATED~~ ~~INDUSTRY~~ ~~EXPERIENCE~~	~~OTHER~~	~~LEGAL~~ PUBLIC COMPANY BOARDS WITHIN THE PAST FIVE YEARS • None	~~OPERATING/~~ ~~STRATEGIC~~ ~~RESPONSIBILITY~~	~~HSE~~ ~~RESPONSIBILITY~~

2024 PROXY STATEMENT15

TABLE OF CONTENTS

DIRECTOR COMPENSATION

The Compensation Committee is responsible for reviewing and making recommendations to the Board regarding all matters pertaining to director compensation. When deemed necessary, the Compensation Committee recommends to the Board modifications to the compensation of 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 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 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 restricted stock units, the terms of which are substantially the same as those issued for the annual equity retainer, except the ultimate distribution of 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.

16COTERRA ENERGY

TABLE OF CONTENTS

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 shares of common stock and vest upon the earlier of May 1, 2024 or the date the non-employee director ceases to be a director of the Company, calculated in accordance with 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:

~~COTERRA~~• ~~2022 PROXY STATEMENT~~	16Name	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.

2024 PROXY STATEMENT17

TABLE OF CONTENTS

~~Back to Contents~~

BOARD AND COMMITTEE GOVERNANCE

~~SECURITY~~ ~~OWNERSHIP~~
~~SECURITY~~ ~~OWNERSHIP~~

~~The following table reports beneficial ownership~~

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’s common stock (“Common Stock”) by holders of more than five percent~~Company. Our Corporate Governance Guidelines outline the functions and responsibilities of the Board, director qualifications, and various processes and 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 documents, including the Corporate Governance Guidelines, the charters of our Board committees, our Code of Business Conduct and Ethics and our 2023 Sustainability Report, can be found on the Company’s ~~Common Stock as~~website at www.coterra.com.

Director Independence

Independence Standards

Our Corporate Governance Guidelines require that at least a majority of our directors be independent under the NYSE listing standards and all other applicable legal requirements. Additionally, all members of the ~~dates reported~~Audit Committee and the Compensation Committee are required to be independent by ~~such holders. Unless otherwise noted,~~rules and regulations of the SEC, and all ~~ownership information is based upon filings made by such persons~~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 ~~Securities~~Company or management.

Independence Determinations

Our Board, through its Governance and ~~Exchange Commission (“SEC”).~~

Name and Address of
Beneficial Owner Number of Shares
of Common Stock
Owned Percent of
Class
The Vanguard Group 97,354,545 ⁽¹⁾ 11.97 %
Capital World Investors 74,260,277 ⁽²⁾ 9.10 %
BlackRock, Inc. 67,851,412 ⁽³⁾ 8.30 %
State Street Corporation 54,572,539 ⁽⁴⁾ 6.71 %
Aristotle Capital Management, LLC 43,367,076 ⁽⁵⁾ 5.33 %

~~(1)~~	~~According to Amendment No. 12 to Schedule 13G, dated February 9, 2022, filed~~Social Responsibility Committee, annually reviews and discusses 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. For 2023, such review included all known material relationships with the SEC by The Vanguard Group (100 Vanguard Blvd., Malvern, PA 19355), it has shared voting power over 1,260,285 of these shares, sole dispositive power over 94,121,086 of these shares and shared dispositive power over 3,233,459 of these shares.
~~(2)~~	~~According to Amendment No. 2 to Schedule 13G, dated February 14, 2022, filed with the SEC by Capital World Investors (333 South Hope Street, 55~~^th~~Floor, Los Angeles, CA 90071), it has sole voting power over all 74,260,277 shares and sole dispositive power over all 74,260,277 shares.~~
~~(3)~~	According to Amendment No. 12 to Schedule 13G, dated February 1, 2022, filed with the SEC by BlackRock, Inc. (55 East 52nd Street, New York, NY 10055), it has sole voting power over 60,399,526 of these shares and sole dispositive power over all 67,851,412 shares.
~~(4)~~	According to Schedule 13G, dated February 10, 2022, filed with the SEC by State Street Corporation (State Street Financial Center, One Lincoln Street, Boston, MA 02111), it has shared voting power over 51,624,983 and shared dispositive power over 54,566,359 of these shares.
~~(5)~~	According to Amendment No. 4 to Schedule 13G, dated February 14, 2022, filed with the SEC by Aristotle Capital Management, LLC (11100 Santa Monica Blvd., Suite 1700, Los Angeles, CA 90025), it has sole voting power over 38,893,012 of these shares and sole dispositive power over all 43,367,076 shares.

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

~~The following table reports, as of January 28, 2022, beneficial ownership of Common Stock by~~ each director and all transactions since the start of 2021 between the Company and each director nominee, ~~for director, by each named executive officer listed~~members of their immediate families and entities associated with them. Each of such relationships and transactions was considered in the ~~“Summary~~context of the NYSE’s objective listing standards, including the 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.

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 Audit, Compensation ~~Table” below~~ and Governance and Social Responsibility Committees are independent.

Matters Considered

In making its recommendations to the Board, the Governance and Social Responsibility Committee specifically considered relationships that involved transactions between the Company and a company with which a director is affiliated, whether by ~~all directors, nominees and executive officers~~virtue of serving as a ~~group. Unless otherwise indicated,~~director or an officer. Included in such review were transactions with entities at which of Mr. Boswell, Mr. Helmerich, Ms. Stewart and Ms. Vallejo serve or have served on boards of directors and with which we have done business in the ~~persons below~~last three years. In each instance, the Board, with the recommendation of the Governance and Social Responsibility Committee, determined that, because of the nature of the transaction, the director’s service on the board of directors of the other entity, and the amount involved, no relationships exist that, in the opinion of the Board, would impair the director’s independence.

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 ~~sole voting~~done business in the last three years:

Mr. Boswell is the Chairman of the Board and ~~investment power~~Chief Executive Officer of 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 ~~respect~~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 ~~shares~~Company of ~~Common Stock showed~~approximately $405,000 per year increasing to approximately $450,000 per year, payable monthly

18COTERRA ENERGY

TABLE OF CONTENTS

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 ~~beneficially owned by them.~~

Name of Beneficial Owner Number of Shares
of Common Stock
Owned Percent of
Class
Dorothy M. Ables 75,732 ⁽¹⁾⁽²⁾ *
Robert S. Boswell 86,478 ⁽²⁾ *
Amanda M. Brock 49,344 ⁽²⁾ *
Paul N. Eckley 55,084 *
Hans Helmerich 1,900,196 ⁽³⁾ *
Lisa A. Stewart 87,735 ⁽⁴⁾ *
Frances M. Vallejo 55,084 *
Marcus A. Watts 49,344 ⁽²⁾ *
Dan O. Dinges 5,180,046 ⁽⁵⁾ *
Thomas E. Jorden 1,172,111 ⁽⁶⁾⁽⁷⁾ *
Scott C. Schroeder 1,972,967 *
Stephen P. Bell 336,327 *
Phillip L. Stalnaker 425,439 ⁽⁷⁾ *
Steven W. Lindeman 309,327 ⁽⁷⁾ *
Jeffrey W. Hutton 389,149 ⁽⁷⁾ *
All Directors, nominees and executive officers as a group (20 individuals) 12,837,586 ^{(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 January 28, 2022, as to which the restrictions lapse upon the holders’ retirement from the Board of Directors: Ms. Ables, 70,732; Mr. Boswell, 81,478; Ms. Brock 49,344; and Mr. Watts, 49,344 and all directors, nominees and executive officers as a group, 250,898. No executive officers hold restricted stock units.
~~(3)~~	Includes 45,968 shares owned by Mr. Helmerich’s wife. Mr. Helmerich disclaims beneficial ownership of the shares held by his wife. Also includes 230,756 shares owned by 1993 Hans Helmerich Trust, of which Mr. Helmerich is the trustee, 44,410 shares owned by Helmerich Grandchildren LLC, of which Mr. Helmerich is the co-manager, 31,575 shares owned by Family Trust, of which Mr. Helmerich is the trustee, 147,396 shares owned by The Helmerich Trust, of which Mr. Helmerich is the co-trustee, 1,304,745 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% and his wife owns 1%.
~~(4)~~	~~Includes 5,700 shares held in an individual retirement account, with respect to which Ms. Stewart has sole voting and investment power.~~
~~(5)~~	~~Includes 1,261,330 shares held in trust for the benefit of an immediate family member, with respect to which Mr. Dinges has shared voting and investment power.~~
~~(6)~~	~~Includes 1,115,552 shares held in trust for the benefit of an immediate family member, with respect to which Mr. Jorden has shared voting and investment power.~~
~~(7)~~	Includes the following shares held in the Company’s Savings Investment Plan as of December 31, 2021, as to which the reporting person shares voting power with the trustee of the plan: Mr. Jorden, 56,559; Mr. Lindeman, 25,482; Mr. Stalnaker, 17,537; Mr. Hutton, 7,211; and all directors, nominees and executive officers as a group, 111,206.
~~(8)~~	~~There were 810,658,027 shares outstanding on January 28, 2022.~~

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 ~~staff~~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 a ~~director~~direct or indirect interest in these transactions. On a periodic basis, the legal ~~team~~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, ~~and provide us with~~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 ~~information regarding such transactions.~~

~~Our GSR Committee reviews our~~applicable disclosure rules of ~~related-party transactions~~the SEC 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 GSR Committee, in each case with the assistance of our legal staff.

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

~~Several of our Board members serve as directors or executive officers of other organizations, including organizations with~~ which (i) the Company ~~has commercial relationships. The~~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 ~~does not believe that~~at the time of the applicable transaction, or any ~~director~~of their immediate family members, had a direct or indirect material ~~interest~~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

2024 PROXY STATEMENT19

TABLE OF CONTENTS

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 ~~relationships~~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 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.

20COTERRA ENERGY

TABLE OF CONTENTS

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 ~~2021~~2023 and through the date of this ~~Proxy Statement.~~

~~Section 16(a)~~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 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 discussing with management and 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 Charter provides that the Audit Committee shall 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 in compliance with the Securities Exchange Act of 1934, ~~requires~~as amended (the “Exchange Act”), and the ~~Company’s~~applicable rules and regulations of the SEC. In accordance with its charter, the Audit Committee has delegated to its Chair, and in the absence or unavailability of the Chair to 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.

2024 PROXY STATEMENT21

TABLE OF CONTENTS

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, 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 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 assist the Board in providing oversight and ~~directors~~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 ~~file initial~~environmental investigations, releases or remediations;

◦

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

◦

our management of ~~changes in ownership of Company Common Stock~~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 ~~SEC~~Board and ~~pursuant~~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 ~~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~~assess safety performance on a ~~review~~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 ~~copies~~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 the reporting or public disclosure of such ~~reports furnished~~efforts;

•

Identify qualified individuals to become Board members (consistent with the ~~Company,~~criteria approved by the Board) and ~~written representations that those reports accurately reflect all reportable transactions and holdings, all reports required by Section 16(a) were timely filed~~assist the Board in ~~2021, except that a Form 3 and a Form 4 for each~~determining the composition of ~~Kevin Smith and Michael DeShazer were filed late due to administrative delays.~~

~~CORPORATE~~ ~~GOVERNANCE MATTERS~~
~~CORPORATE~~ ~~GOVERNANCE MATTERS~~

~~Our Board of Directors has adopted Governance Guidelines to assist~~ the Board and its committees, ~~in performing their duties~~including by recommending to ~~oversee~~ the ~~governance~~Board director nominees for the next annual meeting of stockholders;

•

Oversee the annual evaluation of the ~~Company. Our Governance Guidelines outline the functions~~performance and ~~responsibilities~~effectiveness of the Board ~~director qualifications,~~ and ~~various processes~~its committees;

•

Develop 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. All of our key corporate governance documents, including the Governance Guidelines, the charters of our Board committees, and our Code of Business Conduct, can be found on the Company’s website at www.coterra.com, under the “Corporate Governance” section of “Investors.” Our commitmentrecommend to the ~~environment~~Board our Corporate Governance Guidelines; and ~~the communities~~

22COTERRA ENERGY

TABLE OF CONTENTS

•

Take a leadership role in ~~which we operate can be found on~~shaping our ~~website under “A Sustainable Future”.~~

~~Nomination Process~~

~~Under~~corporate governance.

In accordance with its charter, the Governance and Social Responsibility (“GSR”) Committee seeks out and evaluates qualified candidates to serve as Board members as necessary to fill vacancies or the additional needs of the Board, and considers candidates recommended by shareholders and management of the Company. The GSR 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 services and recommendations made by incumbent directors. A resume is reviewed and, if merited, an interview follows. Any shareholder desiring to propose a nominee to the Board of Directors should submit such proposed nominee for consideration by the GSR Committee, including the proposed nominee’s qualifications, to: Corporate Secretary, Coterra Energy Inc., 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 an annual meeting as described in “General Information.” There are no differences in the manner in which the GSR Committee evaluates nominees for director based on whether the nominee is recommended by a shareholder or the incumbent directors.

~~Board Composition Following the Merger~~

Pursuant to the Merger Agreement, upon the closing of the Merger on October 1, 2021, the Board consisted of five members selected by Cabot and five members selected by Cimarex. As a result, Mr. Best, Mr. Delaney and Mr. Ralls resigned from the Board and Mr. Eckley, Mr. Jorden, Mr. Helmerich, Ms. Stewart and Ms. Vallejo, who were selected by Cimarex in accordance with the Merger Agreement, were appointed to the Board.

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

~~Skills and Qualifications~~

Whether nominated by a shareholder or through the activities of the Committee, the GSR Committee seeks to select candidates who have personal 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 interests of the Company and its shareholders. The GSR Committee’s assessment of candidates will include, but not be limited to, considerations of character, judgment, diversity, age, expertise, industry experience, independence, other board commitments and the ability and willingness to devote the time and effort necessary to be an effective board member. The GSR 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,which are discussed in more detail at “Director Nominations and customers; (ii) the ability to think strategically and the insight to assist management 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.

The Board of Directors encourages a diversity of backgrounds, including with respect to race, gender and ethnic background, among its members. In February 2021, the Board formalized its commitment to diversity among its members by amending the GSR Committee charter to add a commitment to include qualified racially/ethnically and gender diverse candidates in the initial candidate list for all director searches. In this way, the Board has ensured that the nomination process will include diverse candidates for consideration each time it seeks to nominate a new director.

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. Specifically, the following are the key skills and qualifications considered in evaluating the director nominees and the Board composition as a whole:

~~DIRECTOR SKILLS~~

~~Public~~
~~Company~~
~~C-Suite~~

~~Private~~
~~Company~~
~~C-Suite~~

~~Exploration~~
&
~~Production~~

~~Related~~
~~Industry~~
~~Experience~~

~~Other~~
~~Public~~
~~Company~~
~~Boards~~

~~Financial/~~
~~Accounting~~
~~Expertise~~

~~Legal~~

~~Operating/~~
~~Strategic~~
~~Responsibility~~

~~HSE~~
~~Responsibility~~

~~Ables~~

~~Boswell~~

~~Brock~~

~~Dinges~~

~~Eckley~~

~~Helmerich~~

~~Jorden~~

~~Stewart~~

~~Vallejo~~

~~Watts~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

Qualifications” above.

~~Back to Contents~~

~~Director Independence~~

The Company’s Corporate Governance Guidelines require that at least a majority of the Company’s directors be independent under the New York Stock Exchange (“NYSE”) listing standards and all other applicable legal requirements. Additionally, all members of the Audit Committee, Compensation Committee andOur Governance and Social Responsibility Committee, ~~are required to be independent.~~ in cooperation with our Compensation Committee, provides ultimate oversight over diversity, equity and inclusion.

Executive Committee

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~~Executive Committee exercises the power and authority of the Board ~~must affirmatively determine that each independent director has no material relationship with~~of Directors in the ~~Company~~event action is needed between regularly scheduled Board meetings and a meeting of the full Board is deemed unnecessary, except as limited by our bylaws or management. In making its independence determinations, the Board considered all material relationships with each director, and all transactions since the start of 2019 between the Company and each director nominee, members of their immediate families or entities associated with them.

applicable law. The Executive Committee did not meet during 2023.

MEETINGS AND ATTENDANCE

The Board of Directors has determined that each director, with the exception of Mr. Dinges, the Executive Chairman, and Mr. Jorden, the Chief Executive Officer and President (“CEO”), is independent. In making its determination that each nonemployee director is independent, the Board reviewed and discussed additional information provided by themet seven times during 2023. All 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 considered the transactions in the context~~attended at least 75 percent of the ~~NYSE’s objective listing standards, the additional standards established for members~~meetings of audit committees, and the SEC, U.S. Internal Revenue Service and NYSE standards for compensation committee members. Some 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 the Board, which examines the amount of business done by the Company and the other entities and the gross revenue for each of the other entities. This review is for each of the last three fiscal years for which financial data is available.

This review applied to Ms. Ables, Ms. Brock, Mr. Helmerich, and Mr. Boswell due to their service on boards of directors or as officers of companies with which we have done business in the last three years. When evaluating the independence of Ms. Ables and Mr. Helmerich, the Board considered that each director served as a director, and not an officer, of the other companies involved in the transactions.

When determining the independence of Ms. Brock, the Board considered that Ms. Brock is the Chief Executive Officer of 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. Cimarex’s payments to Aris Water represented 1.1% of Aris Water’s consolidated gross revenues for 2021. The Board reviewed these transactions and concluded: (i) the transactions are proper and not material when compared to both Cimarex’s total costs and Aris Water’s gross revenues; (ii) the transactions occurred in the ordinary course of business and at arms’ length; (iii) the produced water disposal agreement was entered into before Cabot and Cimarex entered into the Merger Agreement and, as a result, was not reviewed or approved by the Board; and (v) Ms. Brock’s relationship with Aris Water does not interfere with her independent judgment as a director of Coterra.

Mr. Boswell is the Chairman of the Board and Chief Executive Officer of Laramie Energy, LLC (“Laramie”). On January 11, 2022, Cimarex entered into a sub-lease of a portion of its office space in Denver, Colorado with Laramie. This space is no longer needed by Cimarex as it integrates its management team with Coterra at Coterra’s headquarters in Houston, Texas. The sublease is for a term from March 1, 2022 through August 31, 2026, with rental payments to Cimarex of approximately $405,000 per year increasing to approximately $450,000 per year, payable monthly 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 Coterra’s and Laramie’s 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; (iii) the Board does not review or approve office leases or subleases; and (iv) Mr. Boswell’s relationships with Laramie does not interfere with his independent judgment as a director of Coterra.

In each case, the Board made a subjective determination that, because of the nature of the transactions, the director’s relationship with the other entity and/or the amount involved, no relationships exist that, in the opinion of the Board, would impair the director’s independence. Further, the Board of Directors ~~has determined that all members~~and of the ~~Audit Committee, Compensation Committee and Governance and Social Responsibility Committee are independent.~~

~~Director Orientation and Continuing Education~~

~~Each new director appointed~~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 the 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 Board committee meetings for committees on which they do not serve for a period of time to familiarize ~~them~~themselves with the areas of responsibility of each committee.

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

~~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. Ms. Stewart, our ~~independent~~former Lead Independent Director and current Chair of the Environmental, Health & Safety Committee, and Ms. Vallejo, Co-Chair of the ~~GSR~~Governance and Social Responsibility Committee, received the National Association of Corporate Directors Director Certification, ~~(“NACD.DC”)~~or NACD.DC, in 2021. NACD.DC is the premier director designation available in the United States and consists of three components: study and education, an exam and ongoing professional development in the field of corporate governance.

~~Director Succession~~

~~Our GSR Committee engages~~ Ms. Vallejo also earned the CERT Certificate in regular director succession planning as part of its duty to oversee the composition and effectiveness of the Board and its committees. Regular succession planning allows the GSR Committee to nominate qualified candidates for annual stockholder elections and to fill vacancies created upon the planned or unplanned departure of sitting directors or upon increasing the size of the Board to meet additional needs of the Board. In its succession planning activities, the GSR Committee reviews annual Board and committee self-assessments, reviews a Board skills matrix of identified skills for each director and for the effective functioning of the Board, tracks director tenure and expected director departures and engagesCyber-Risk Oversight from Carnegie-Mellon University in ~~various director recruitment activities. The Board does not have a mandatory retirement policy.~~

~~Executive Chairman~~

~~Mr. Dinges serves as the Executive Chairman of the Board of the Company. He served as Chairman, President and Chief Executive Officer until the merger of Coterra and Cimarex on October 1, 2021.~~

Mr. Jorden began serving as Chief Executive Officer and President of the Company effective on the closing of the merger with Cimarex on October 1, 2022. In accordance with the Merger Agreement, upon the expiration of Mr. Dinges’ term as Executive Chairman on December 31, 2022, the Board will determine the new Chairperson, who may be Mr. Dinges, or whether another Chairperson or combined Chairperson and CEO is appropriate.

Our Corporate Governance Guidelines contain strong checks and balances regarding the roles, or combined roles, of CEO and Chairperson. Those provisions include the requirement that only nonemployee directors serve on committees of the Board (other than the Executive Committee), and the requirement that a substantial 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.

~~Independent Lead Director~~

The Chairman is joined in the leadership of the Board by our Lead Director, who ordinarily is nominated by the GSR Committee and elected by the nonemployee directors. Pursuant to the Merger Agreement, the Company agreed that, until the Company’s 2024 annual meeting of shareholders, the Board of Directors shall have a lead independent director who shall be (i) a continuing Cimarex director at any time when the Chairperson of the Board of Directors is a continuing Cabot director and (ii) a continuing Cabot director at times that the Chairperson of the Board is a continuing Cimarex director. Pursuant to this arrangement, Ms. Stewart has served as the Lead Director since the closing of the merger on October 1, 2021.

The Board of Directors held four regular and eleven special meetings during 2021. All directors attended at least 75% 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.

The Company’s policy is that it expects all members of the Board of Directors to attend, virtually or in person, the Company’s annual meeting of shareholders. In 2021, all of the continuing members of the Board attended the annual meeting.

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

2023.

~~Back to Contents~~

~~Committee Membership~~

Information on each of the Board’s standing committees as of the date hereof is discussed below. The charters of Board committees can be found on the Company’s website at www.coterra.com, under the “Corporate Governance” section of “Investors.” The following is a summary of the composition of each of the standing committees before and after the completion of the Merger on October 1, 2021:

~~For the Period May 1, 2021 through September 30, 2021~~

~~Committees~~

~~Independent?~~

~~2021~~
~~Meetings~~

~~Dinges~~

~~Ables~~

~~Best~~

~~Boswell~~

~~Brock~~

~~Delaney~~

~~Ralls~~

~~Watts~~

~~Governance & Social Responsibility~~

~~Yes~~

~~Audit~~

~~Yes~~

~~Compensation~~

~~Yes~~

~~Environment, Health & Safety~~

~~Yes~~

~~Executive~~

~~For the Period October 1, 2021 through December 31, 2021~~

~~Committees~~

~~Independent?~~

~~2021~~
~~Meetings~~

~~Dinges~~

~~Jorden~~

~~Ables~~

~~Boswell~~

~~Brock~~

~~Eckley~~

~~Helmerich~~

~~Stewart~~

~~Watts~~

~~Vallej~~

~~Governance & Social Responsibility~~

~~Yes~~

~~Audit~~

~~Yes~~

~~Compensation~~

~~Yes~~

~~Environment, Health & Safety~~

~~Yes~~

~~Executive~~

	~~COMMITTEE CHAIR OR CO-CHAIR~~
	~~MEMBER OF COMMITTEE~~

~~Committee Responsibilities~~

~~Governance and Social Responsibility Committee~~

~~The function of the GSR Committee is to assist the Board in fulfilling its responsibility to the stockholders by:~~

•	Overseeing, and assisting the Board with, the Company’s efforts for socially responsible operations, programs and initiatives not otherwise delegated to another committee of the Board and the reporting or public disclosure of such efforts by the Company;
•	~~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 GSR 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;~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

•	~~The independence, qualifications, performance and compensation of the Company’s independent auditors; and~~
•	~~The performance of the Company’s internal audit function.~~

The Audit Committee Charter provides that the Audit Committee shall 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 Ms. Ables meets the requirements of an “audit committee financial expert” as defined by the SEC.

~~Compensation Committee~~

~~The function of 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;~~
•	~~Review and report to the Board on CEO and executive officer succession planning;~~
•	~~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.~~

~~Environment, Health & Safety Committee~~

The function of the Environment, Health & Safety (“EHS”) Committee is to assist the Board in providing risk oversight and support of the Company’s policies, programs and initiatives on the environment, health and safety. Among other things, the EHS Committee:

•	~~Oversees the Company’s climate change and sustainability policies and programs and the reporting and public disclosure thereon;~~
•	~~Monitors environmental matters and trends in such matters that affect the Company’s activities and performance;~~
•	~~Reviews the Company’s compliance with environmental, health and safety laws and regulations, including:~~
	•	~~management and responses to environmental releases~~
	•	~~safety incidents, statistics and outcomes and the Company’s responses~~
	•	~~the Company’s assessment of and responses to pending legislative and regulatory efforts~~
	•	~~initiatives and training designed to improve EHS performance~~
•	~~Consults with the Board and internal and external advisors regarding the management of the Company’s EHS programs; and~~
•	~~Oversees and reviews all external disclosures regarding the Company’s EHS and sustainability data and programs.~~

The EHS Committee also reviews comparisons of our safety performance with established benchmarks, such as the Bureau of Labor Statistics (BLS), American Exploration and Production Council (AXPC) and the Independent Producers EHS Managers Forum. This allows the Board to assess safety performance on a continuous basis and provides the governance structure to ensure our programs are effective for providing a safe working environment for our employees.

~~Executive Committee~~

The function of the Executive Committee is to exercise all power and authority of 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 2021.

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

~~Board of Directors~~

•	~~Responsible for overall risk oversight~~
•	~~Regularly holds discussions regarding risks faced by the Company throughout the year~~
•	~~Hears a report from the Audit Committee Chair regarding the activities of the Committee at each regular Board meeting~~
•	Oversees environmental, social and governance risks, policies and practices by hearing reports from the Environment, Health & Safety Committee (which is devoted solely to health, safety and environmental oversight) and the Governance and Social Responsibility Committee at each regular quarterly meeting, and acts collectively as a Board to review risks in these areas

~~Audit Committee~~

~~Environment, Health & Safety~~
~~Committee~~

~~Governance and Social~~
~~Responsibility Committee~~

• ~~Reviews 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~~

• ~~Reviews at least annually the Company’s policies and guidelines concerning financial risk assessment and financial risk management, with the assistance of the internal auditors, KPMG LLP~~

• ~~Reviews results of KPMG’s risk review and of the internal audit throughout the year~~

• ~~Oversees the Company’s climate change and sustainability policies and programs and provides recommendations on the related reporting and public disclosures~~

• Monitors and reviews environmental matters and trends that affect the Company’s activities and performance, including the efficient use of resources, energy sustainability, climate change, and environmental protection

• Oversees the Company’s environmental, health and safety policies, practices and performance, including reviewing incidents, responses and statistics, as well as training and initiatives designed to improve performance in these areas

• Oversees the Company’s policies, programs and initiatives that relate to issues of public concern, such as socially responsible business conduct, human rights, diversity, philanthropy, and community involvement

• ~~Monitors the Company’s corporate reputation~~

• ~~Supports the Company’s actions to be a good and welcome citizen in the communities in which it operates, while furthering the Company’s long-term business objectives~~

~~Internal Auditor, KPMG LLP~~
•	Conducts a process of assessing major risks, including management interviews, and presents and discusses its conclusions with the Audit Committee to help identify areas of concern and develop the internal audit plan
•	~~Reviews calculations of greenhouse gas emissions prior to publication of the Company’s emissions data in SASB report~~

~~Management~~
•	~~Reports to the Board at least annually regarding its assessment of risks that could have a significant impact on the Company and possible mitigation strategies~~
•	~~Presents an in-depth analysis of one of the top risks identified in the annual enterprise risk management process at each regular quarterly meeting of the Board~~
•	Provides periodic reports to the Audit Committee on areas of potential exposure, including litigation, commodity price hedging, liquidity and capital resources, financial reporting and disclosures, and regulatory risks
•	~~Compiles reports for the Audit Committee regarding compliance with our Code of Business Conduct~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

Directors who are employees of the Company receive no additional compensation for their duties as directors. During 2020, nonemployee directors’ annual compensation included an annual retainer fee of $75,000 each, payable quarterly, for their service on the Company’s Board of Directors and its committees. The Lead Director received an additional $25,000 annual retainer, the Audit Committee Chairman and Compensation Committee Chairman each received an additional $20,000 annual retainer, and the remaining committee chairmen received an additional $15,000 annual retainer, each payable quarterly, for this additional service. Additionally, each nonemployee director will receive $2,000 for each Board of Directors meeting attended in excess of six in-person meetings per year. The directors did not receive additional meeting fees in 2021. Directors who previously served as directors of Cimarex and became directors of Coterra upon the closing of the Merger on October 1, 2021, did not receive any fees from Coterra in 2021.

In 2021, nonemployee directors were also entitled to an annual award of restricted stock units under the 2014 Incentive Plan, the restrictions on which lapse the date the nonemployee director leaves the Board of Directors, with a targeted award value at grant date of $230,000. The restricted stock units are paid cash dividend equivalents in the amount of the cash dividend paid on our outstanding Common Stock from the date of grant through the date the restrictions lapse. In 2021, these directors each received 12,380 restricted stock units. Because the directors who previously served on the Board of Cimarex received an equity award from Cimarex that vested upon the closing of the Merger, those directors did not receive an award of restricted stock units from Coterra in 2021.

Board members may participate in the Nonemployee Director Deferred Compensation Plan, which provides each nonemployee director an opportunity 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.

~~Director Compensation Table~~

Name Fees Earned
or Paid in
Cash⁽¹⁾
($) Stock
Awards
($)⁽²⁾ Option
Awards
($) Non-Equity
Incentive Plan
Compensation
($) Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($) All Other
Compensation
($) Total
($)
Dorothy M. Ables $ 95,000 $ 230,020 – – – – $ 325,020
Rhys J. Best⁽³⁾ $ 78,750 $ 230,020 – – – – $ 308,770
Robert S. Boswell $ 90,000 $ 230,020 – – – – $ 320,020
Amanda M. Brock $ 75,000 $ 230,020 – – – – $ 305,020
Peter B. Delaney⁽³⁾ $ 56,250 $ 230,020 – – – – $ 286,270
Paul N. Eckley⁽⁴⁾ $ 0 $ 0 – – – – $ –
Hans Helmerich⁽⁴⁾ $ 0 $ 0 – – – – $ –
Robert Kelley⁽⁵⁾ $ 52,500 $ 230,020 – – – – $ 282,520
W. Matt Ralls⁽³⁾ $ 67,500 $ 230,020 – – – – $ 297,520
Lisa A. Stewart⁽⁴⁾ $ 0 $ 0 – – – – $ –
Frances M. Vallejo⁽⁴⁾ $ 0 $ 0 – – – – $ –
Marcus A. Watts $ 75,000 $ 230,020 – – – – $ 305,020

~~(1)~~

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 $45,000.00 for Mr. Boswell, $56,250 for Mr. Delaney and $52,500 for Mr. Kelley.

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

~~(2)~~

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 Codifications (“ASC”) Topic 718 for the fiscal year ended December 31, 2021. Assumptions used in the calculation of these amounts are included in Note 14 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, 2021 (the “Form10-K”). In February 2021, each nonemployee director received a grant of 12,380 restricted stock units, with a grant date fair value of $230,020 based on the closing price of the Common Stock on the February 17, 2021 grant date. 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, 2021, including those issued in lieu of quarterly cash retainer and leadership fees, held by each nonemployee director is as follows:

~~Name~~		~~Total RSUs~~
~~Dorothy M. Ables~~		~~70,732~~
~~Rhys J. Best~~		–
~~Robert S. Boswell~~		~~76,748~~
~~Amanda M. Brock~~		~~49,344~~
~~Peter B. Delaney~~		–
~~Paul N. Eckley~~		–
~~Hans Helmerich~~		–
~~Robert Kelley~~		–
~~W. Matt Ralls~~		–
~~Lisa A. Stewart~~		–
~~Frances M. Vallejo~~		–
~~Marcus A. Watts~~		~~49,344~~

~~(3)~~	~~Messrs. Best, Delaney and Ralls retired from the Board on October 1, 2021, the effective time of the Merger.~~
~~(4)~~	Messrs. Eckley and Helmerich and Mmes. Stewart & Vallejo were appointed to the Board on October 1, 2021, the effective time of the Merger. Their compensation for 2021 was paid entirely by Cimarex and is, therefore, not reflected in this table.
~~(5)~~	~~Mr. Kelley retired from the board effective April 29, 2021.~~

~~All employees, officers~~ETHICS

Every director, officer and ~~directors are~~employee of the Company and its subsidiaries is required to comply with ~~the Company’s~~our Code of Business Conduct ~~to help ensure that the Company’s business is conducted in accordance with the highest standards~~and Ethics, or Code of ~~moral and ethical behavior.~~Conduct. The Code of ~~Business~~ Conduct ~~covers all areas~~is a guideline that helps to promote honest and ethical conduct and compliance with the law. We provide Code of ~~professional conduct, including conflicts~~Conduct training at time of ~~interest, customer relationships, insider trading, financial disclosure, intellectual property~~hire and ~~confidential information, as well as requiring strict adherence to all~~on an annual basis thereafter, which training may include anti-harassment, anti-discrimination, inclusion, and workforce management training. Any suspected violations of applicable laws, ~~and~~rules or regulations, ~~applicable to the Company’s business. Employees, officers and directors are required annually to certify that they have read and understand~~or the Code of ~~Business Conduct.~~Conduct, or any unethical business practices may be reported through use of our confidential hotline at (877) 813-9101 or online at www.coterra.ethicspoint.com. The full text of the Code of ~~Business~~ Conduct can be found on the Company’s website at ~~www.coterra.com, under “Investors—Corporate Governance—Governance Documents.”~~

Under our Code of Business Conduct, directors, officers and employees are required to avoid situations that present a potential conflict between their personal interests and the interests of the Company. The Code requires that, at all times, directors, officers and employees make a prompt disclosure the Company’s Senior Vice President—General Counsel, Chief Financial Officer, its Senior Vice President and Chief Human Resources Officer, his or her designee, or the presiding director of the Company’s Board of Directors, without regard to the usual lines of reporting. Alternatively, any suspected violations of applicable laws, rules or regulations, this Code, or unethical business practices may be reported through use of the Company’s confidential telephonic hotline at (877) 813-9101 or online at www.coterra.ethicspoint.com.

www.coterra.com.

Any waiver of ~~this~~the Code of Conduct for non-executive officers or employees may be granted by the Company’s Chief Executive Officer, ~~Senior Vice President—~~General Counsel, Chief Financial Officer, or ~~Senior Vice President and~~ Chief Human Resources Officer. Any waiver of ~~this~~the 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 ~~Securities~~ Exchange Act, ~~of 1934,~~ the rules promulgated ~~there under~~thereunder and the applicable rules of the ~~New York Stock Exchange. In case~~NYSE. If a waiver is granted to a director or executive officer, the notice of the waiver shall be posted on the Company’s 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 ~~New York Stock Exchange~~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.

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

2024 PROXY STATEMENT23

TABLE OF CONTENTS

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 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 investor conferences and non-deal roadshows.

[MISSING IMAGE: tb_commhighlights-pn.jpg]

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. 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 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 reliability of methane emission disclosures and joined the 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

TABLE OF CONTENTS

PROPOSAL 2

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

We are 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 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 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 officers of the corporation.

Section 102(b)(7) of the DGCL, as amended, only permits, and the 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 breach of fiduciary duty claims brought by the Company itself or for derivative claims brought by stockholders in the name of the Company. In addition, as is currently the case with directors under the Certificate of Incorporation, the 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 involve intentional misconduct or a knowing violation of the law and any transaction from which the officer derived an improper personal benefit. Article VII in the 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 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 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 filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of officers, then the liability of an officer of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the GCL as so amended. Any repeal or modification of this Article VII by the stockholder or stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of an officer of the Corporation existing at the time of such repeal or modification.”

This Proposal 2 also requests that stockholders approve the Amended and Restated Certificate of Incorporation to make certain non-substantive updates. The text of the Amended and Restated Certificate of Incorporation is attached as Appendix A to this proxy statement. Modifications reflecting the extension of exculpation to 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 Amended and Restated Certificate of Incorporation

The Board believes it is important to 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

2024 PROXY STATEMENT25

TABLE OF CONTENTS

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 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 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 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 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 obtained).

Required Vote

Approval of the 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.

26COTERRA ENERGY

TABLE OF CONTENTS

COMPENSATION

~~Back to Contents~~

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. Although the vote is non-binding, the Compensation Committee and the Board value the opinions of the stockholders and will consider the outcome of the vote when making future compensation decisions. The next say-on-pay vote will occur at the 2025 annual meeting of stockholders.

Required Vote

The advisory vote regarding the compensation of the named executive officers described in this Proposal 3 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, 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.

~~COMPENSATION~~ ~~DISCUSSION AND ANALYSIS~~
~~COMPENSATION~~ ~~DISCUSSION AND ANALYSIS~~

TABLE OF CONTENTS~~EXECUTIVE SUMMARY~~

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis ~~(“CD&A”)~~ describes our compensation philosophy, objectives, policies and practices in place during 2021. Many of the decisions made by the Compensation Committee of the Board of Directors of the Company were made at the beginning of 2021, prior to negotiating and the closing of the merger with Cimarex Energy Co. (“Cimarex”) on October 1, 2021 (the “Merger”), pursuant to the Agreement and Plan of Merger among Cabot Oil & Gas Corporation (“Cabot”) Double C Merger Sub, Inc. and Cimarex, dated May 23, 2021 (the “Merger Agreement”). Many of the decisions made prior to the Merger were made by the Committee comprised of members who are different from the current composition of the Committee, and were reflective of annual compensation practices of legacy Cabot. The closing of the Merger in the fourth quarter of 2021 resulted in certain changes to those programs and this section discusses both the decisions made by the legacy Cabot Committee prior to the Merger and the effect the Merger had on certain elements of legacy Cabot’s compensation programs. This CD&A also discusses certain actions taken by our Committee after the Merger2023 with respect to the ~~legacy Cimarex executive officers, as contemplated by the Merger Agreement, and certain legacy Cabot executive officers, as well as the Committee’s early 2022 executive compensation decisions.~~

References in this discussion to the “Committee” refer to (1) the Compensation Committee as constituted before the Merger, with respect to determinations, decisions, conclusions and other actions taken by the Compensation Committee before the effective date of the Merger, and (2) the Compensation Committee as constituted after the Merger, with respect to determinations, decisions, conclusions and other actions taken by the Compensation Committee after the effective date of the Merger.

~~This CD&A focuses on the~~ compensation of our ~~Executive Chairman (who was formerly~~named executive officers. For 2023 our ~~Chairman, President and Chief Executive Officer prior to the Merger), our Chief Executive Officer, our Chief Financial Officer, our three other most highly compensated~~named executive officers ~~for 2021 and one additional former Cabot~~included the following executive ~~officer (the “NEOs”),namely:~~

officers serving at the end of 2023:

~~Dan O. Dinges~~		~~Executive Chairman (former Chairman, President & Chief Executive Officer)~~
Thomas E. Jorden			Chief Executive Officer and President
~~Scott C. Schroeder~~	Shannon E. Young III			Executive Vice President &and Chief Financial Officer
	Stephen P. Bell			Executive Vice ~~President,~~ President—Business Development
~~Steven W. Lindeman~~	Blake A. Sirgo			Senior Vice ~~President, Production and~~ President—Operations
~~Phillip L. Stalnaker~~	Kevin W. Smith	~~Senior~~		Vice President ~~Marcellus Business Unit~~
~~Jeffrey W. Hutton~~and Chief Technology Officer		~~Senior Vice President, Marketing~~

~~Messrs. Dinges, Schroeder, Lindeman, Stalnaker and Hutton were~~

Additionally, our named executive officers for 2023 include Scott C. Schroeder, our former Executive Vice President and Chief Financial Officer, and Christopher H. Clason, our former Senior Vice President and Chief Human Resource Officer.

BUSINESS CONTEXT

One Coterra

Over the last two 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 ~~Cabot prior~~two companies following the strategic merger of Cimarex and Cabot. During the subsequent integration, we have experienced planned executive transitions and implemented expected succession plans, with key leaders stepping into pivotal roles to drive our unified vision forward.

In line with our commitment to fostering a 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 ~~Merger~~“One Coterra” vision, ensuring strong leadership and ~~this CD&A will sometimes refer~~unified direction as we continue to ~~them collectively as “legacy Cabot NEOs.” Messrs. Jorden and Bell were executive officers~~pursue our objective of ~~Cimarex prior the Merger and this CD&A will sometimes refer~~exceeding stockholder expectations. Our proactive approach to ~~them collectively as “legacy Cimarex NEOs.”~~

~~Our compensation plans and practices are designed to align the financial interests~~these critical aspects of our ~~NEOs with~~business reinforces our dedication to long-term growth and value creation.

DELIVERING VALUE TO STOCKHOLDERS

Over the ~~financial interests~~prior three years, we delivered substantial value to our stockholders, evidenced by a +90% total stockholder return (“TSR”) from the beginning of ~~our shareholders. To that~~2021 to the end ~~we provide our NEOs with a~~of 2023, while maintaining market competitive ~~base salary, an annual cash bonus opportunity based~~Chief Executive Officer pay.

(1)

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. In 2021 the level of at-risk pay for the legacy Cabot NEOs ranged from 82% to 92% of the total annual compensation opportunity, with our Executive Chairman, our former Chairman and CEO, having the highest level of at-risk pay of the legacy Cabot NEOs.

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

~~2021 Financial and Operational Highlights~~

After nearly a decade of rationalizing the Company’s reserve portfolio, eliminating non-strategic and lower-tier assets, the Company was successful in acquiring – through a merger of equals with Cimarex Energy Co. (the “Merger”) – a complimentary strategic set of assets adding a mix of oil, liquids and natural gas to the portfolio, making 2021 a milestone year for the Company. Coincident with the Merger, the industry experienced a strengthening of all commodity prices, creating momentum in the second half of the year that further enhanced results from 2020. Highlights and accomplishments for 2021 include the following:⁽¹⁾

•	~~Free Cash Flow:~~⁽²⁾~~Generated free cash flow of $1.083 billion on the strength of the acquired assets in the Merger and improved commodity prices.~~
•	~~Returns to Shareholders:~~ Continuing the legacy of returning at least 50 percent of free cash flow to shareholders, the Company returned 60 percent of 2021’s free cash flow in the form of dividends – including an increased base dividend, supplemented with a variable dividend.
•	~~Reserves:~~ ~~As a result of both~~ the Merger and our capital investment activity in 2021, our absolute reserves grew by 27 percent from the prior year and our reserves as of December 31, 2021 changed from 100 percent natural gas to approximately 86 percent natural gas and 14 percent oil and natural gas liquids.
•	~~Production:~~ ~~As a result of the Merger, absolute production increased 17 percent from 2020 levels to 167.1 MMBOE for the year.~~
•	~~Debt and Leverage:~~ During the year the Company repaid $188 million in maturing long term debt. With the improvement in pricing, and taking into account the acquired debt from the Merger, the Company still experienced a reduction in our leverage ratio (net debt to EBITDAX)⁽²⁾~~from 1.38x in 2020 to .95x in 2021.~~
•	~~Sustainability:~~ In 2021 the Company reduced greenhouse gas emissions, methane intensity and high-pressure flaring intensity from previous levels of both companies involved in the Merger, in its ongoing commitment to environmental, social and governance leadership.

~~(1)~~	~~These results reflect nine months of Cabot Oil & Gas Corporation results and three months of the combined results following the effective time of the Merger.~~
~~(2)~~	~~Free cash flow and net debt to EBITDAX are not measures calculated in accordance with generally accepted accounting principles (GAAP). See Appendix A for additional information.~~

~~2021 Compensation Highlights~~

•	~~No salary or target bonus increases for legacy Cabot~~~~NEOs.~~ When 2021 compensation decisions were made in February 2021, the Committee took into account both the Company’s strong 2020 operational and financial achievements, in the midst of the COVID-19 pandemic, as well as the countervailing market factors, including the lowest natural gas prices in our history and the prevailing investor sentiment concerning our sector, in deciding to award no 2021 base salary or target bonus increases to the legacy Cabot NEOs for the second year in a row.
•	~~Total Shareholder Return (“TSR”) Performance Awards for legacy Cabot NEOs vested at 100% of target per the Merger Agreement.~~ Pursuant to the terms of the Merger Agreement, in connection with the closing of the Merger on October 1, 2021, TSR Performance Awards granted to legacy Cabot executives in February 2019, 2020 and 2021 accelerated and vested at 100% of target.
•	~~Annual cash incentive bonus for legacy Cabot NEOs were scored at 175% of target.~~Pursuant to the terms of the Merger Agreement, prior to the closing of the Merger, the Committee established the performance criteria achievement level for the legacy Cabot NEOs’ annual cash incentive bonuses, based on actual acheivement year-to-date and projected achievement through December 31, 2021. On this basis, of the six performance metrics for the 2021 annual cash incentive awards tracked, which tracked the Company’s budgeted levels approved in February 2021, the two finanical metrics exceeded 200% of target, two operational metrics slightly exceeded target and two operational metrics fell slightly below target levels. In addition to these outcomes, the Committee considered the Company’s historic achievement in safely and efficiently conducting our business in the face of the continuing global pandemic and the added demands of the Merger in awarding the strategic evaluation component of the annual cash incentive bonus. The result was that the Committee approved a payout to the legacy Cabot NEOs of 175% of target, subject to continued employment through the payment date.
•	~~Change-in-control payments for legacy Cabot NEOs terminated in return for compensatory contributions.~~As contemplated by the Merger Agreement and to provide continuity on the executive team after the Merger, the legacy Cabot NEOs other than Mr. Dinges entered into agreements with Cabot prior to the closing of the Merger terminating their existing change-in-control payments and agreeing not to compete with the Company for a period of eighteen months following their separation from the Company. In exchange, Messrs. Schroeder, Lindeman and Hutton received a cash contribution into their respective deferred compensation accounts and Mr. Stalnaker received a contribution into a new deferred compensation account established pursuant to a deferred compensation agreement with the Company. See the “—2021 Compensation Decisions—Merger-Related

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

	Compensation Decisions—Termination of Legacy Cabot Change-in-control Agreements” section for additional detail on these contributions. Mr. Dinges’s change-in-control agreement remained in effect following the closing of the Merger.
•	~~Over 95% of shares voted approved executive compensation.~~ ~~At our most recent annual meeting in May 2021, over 95% of the votes cast supported our executive compensation practices.~~

~~Our Pay for Performance Alignment~~

We have maintained consistent and disciplined performance-based compensation programs for all of our executives. The Committee has consistently awarded compensation opportunities to our former CEO and other legacy Cabot executives that require meaningful relative stock price and absolute financial performance to deliver targeted realized compensation levels. The allocation of 2021 compensation among salary, short-term incentives and long-term incentives for Mr. Dinges, our current Executive Chairman and former CEO, and the other legacy Cabot NEOs, on a weighted average basis, reflects this guiding principle, as shown below. The compensation of Mr. Jorden, our CEO effective as of October 1, 2021, is not included in the charts below because Mr. Jorden’s 2021 compensation was almost entirely decided by the legacy Cimarex compensation committee.

	~~EXECUTIVE CHAIRMAN~~		~~OTHER LEGACY CABOT NEOs~~

~~Long-Term Incentives~~

In 2021, the Committee awarded 65% of the former CEO’s and the CFO’s, and 60% of each other legacy Cabot executive’s, long-term incentive opportunity in the form of performance shares payable solely on the basis of our total shareholder return relative to our industry peer group over a three-year performance period (see “—Long-Term Incentive Awards—TSR Performance Shares” and the “Grants of Plan-Based Awards” table below). This metric directly aligns the interests of our management team with those of our shareholders, which alignment was further strengthened in 2021 by the addition of a “negative TSR modifier,” in response to shareholder input.

In 2021, we awarded 35% of the former CEO’s and the CFO’s, and 40% of each other legacy Cabot executive’s, long-term incentive value through hybrid performance shares that require threshold achievement based on a financial metric (see “—Long-Term Incentive Awards—Hybrid Performance Shares” and the “Grants of Plan-Based Awards” table 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.

Pursuant to the terms of the Merger Agreement, all outstanding, unvested long-term incentive awards held by the legacy Cabot NEOs were accelerated and vested upon the effective time of the Merger at the target level, as described in more detail in the “—Long-Term Incentive Awards—Determination of TSR Performance Shares and Hybrid Performance Shares Payout” section below.

~~Short-Term Incentive~~

In 2021, the Company’s short-term incentive program remained the same as 2020, with a continued emphasis on financial returns in the form of a free cash flow metric and a ROCE metric. The two operating metrics in the short-term incentive program – absolute production and reserves – are paired with related cost metrics, to incentivize a focus on returns on investment. There is also a strategic component to the short-term incentive program intended to provide the Committee with the ability to evaluate key influences on Company performance not taken into account in the other metrics. Utilizing these objective and subjective metrics, executives are rewarded in the short-term for performance intended to create long-term value for shareholders.

Pursuant to the terms of the Merger Agreement, the Committee scored the achievement of the 2021 short-term incentive metrics in September 2021, based on actual year-to-date performance and projected year-end performance. Bonus payments to the NEOs will occur in the first quarter of 2022, subject to continued employment through the date of payment.

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

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

In setting 2021 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 2018 annual meeting;~~
•	~~97% in favor of the 2019 annual meeting; and~~
•	~~95% in favor of the 2020 annual meeting.~~

Furthermore, our shareholders 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 2021 compensation paid to Mr. Jorden as reported in the ~~legacy Cabot NEOs and our overall pay practices were well-aligned with shareholders’ interests and Company performance.~~

28COTERRA ENERGY

~~OVERVIEW~~TABLE OF CONTENTS

OUR COMPENSATION ~~PROGRAM~~

~~Philosophy and Objectives of~~ PHILOSOPHY

Our ~~Compensation Program~~

This overview addresses the legacy Cabot programs in effect for 2021, except as otherwise noted. Following the closing of the Merger on October 1, 2021, the Committee began to evaluate and integrate the designs of the compensation programs enacted by the legacy Cabot and legacy Cimarex compensation committees and that evaluation and integration has continued into 2022. We expect the full integration of those programs to continue through 2022. As a result, our NEOs may continue to participate in some of their respective legacy company’s programs until full integrationPay is ~~complete. In 2021 we also took action on executive compensation matters in connection~~Aligned with ~~the Merger that are more fully discussed at “2021 Compensation Decisions—Merger-Related Compensation Decisions” below.~~

~~The Committee oversees an~~Our Performance

Our 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 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 achieved these objectives in 2021 by:~~
•	~~Assigning in excess of 80% of legacy Cabot NEO compensation to at-risk, performance-based incentive opportunities;~~
•	~~Tying incentive plan metrics and goals to shareholder value priorities; and~~
•	~~Having balanced, open and objective reviews of goals and performance.~~

•

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 ~~believes that each~~recognized the support received from our stockholders and viewed the results as a confirmation of ~~these objectives carried an equal amount~~our executive compensation programs and policies. The Compensation Committee will maintain the practice of ~~importance in~~assessing stockholder votes and feedback when developing our ~~2021~~executive compensation ~~program.~~

programs.

OUR COMPENSATION PRACTICES AND DESIGN

Our Executive Compensation Program Follows Best Practices

~~The following practices and policies in place in 2021 ensured that our executives’ compensation was aligned with shareholders’ interests.~~

	What we do:
	~~For 2022, added~~				Include emissions ~~reductions~~reduction target ~~metric to~~metrics within the short-term incentive program
	~~Emphasis on long-term, performance-based equity compensation~~
					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
	~~Substantial~~				Maintain substantial stock ownership and retention requirements for executive officers and directors
	~~Clawback policy~~
					Maintain a clawback policy
					Hold an annual advisory “say-on-pay” vote
	~~Only~~				Have only independent directors on Compensation Committee
					Use an independent compensation consultant

What we don’t do:
		No vesting periods of less than three years for equity awards issued in ~~February 2022~~2023, other than pro-rata vesting for transitioning officers
		No payout above target on LTI performance shares if TSR is negative during performance period
		No hedging or pledging of company stock by executive officers or directors
		No ~~excise~~ tax gross-ups ~~for executive officers appointed after 2010~~
~~No vesting of equity awards after retirement if competing with Company~~
	No re-pricing or discounting of options or stock appreciation rights ~~(“SARs”)~~
		No performance metrics that would encourage excessive risk-taking

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

2024 PROXY STATEMENT29

TABLE OF CONTENTS

Our Compensation Program is Designed to Support our Compensation Philosophy

~~Back to Contents~~

In 2021 we used various components of executive compensation, with an emphasis on variable compensation and long-term incentives, a large portion of which is considered at-risk. The components of executive compensation utilized in 2021, primarily for the legacy Cabot NEOs, are presented in the table below and discussed in more detail later in this section of the Proxy Statement.

~~Compensation~~ ~~Component~~Chief Executive Officer		~~Form/Timing~~ ~~of Payout~~	Other Named Executive Officers	~~Purpose~~		~~How We Determine Amount~~

Element

Form and Timing

Purpose

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. Base salaries for the legacy Cimarex NEOs were determined based on prior levels for Mr. Bell, as required by the Merger Agreement, and for Mr. Jorden in accordance with the employment agreement entered into pursuant to the Merger Agreement.

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, ROCE, free cash flow);~~

• ~~Operational goals (specific objectives tied to absolute production and reserve targets);~~

• ~~Discretionary objectives aligned with corporate strategy; and~~

• ~~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. For 2021, payouts for NEOs were determined by their legacy compensation committees prior to the Merger. Legacy Cabot NEO payouts were based on year-to-date performance through September 2021 and based on performance projected through the end of 2021 and legacy Cimarex NEO payouts were based on performance through the Merger.

Long-Term ~~Incentives~~Incentive Awards

~~60%-65%~~

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

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 ~~and the Company’s stock price at the end of that period.~~

The value of performance-based equity awards is ~~generally targeted at the 50~~^th ~~percentile of the peer group or greater,~~ 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%~~200 percent for top performance, with a ~~“negative~~payout cap at target in the event TSR ~~modifier” in place for the 2021 grants. In 2021, the achievement level for all unvested awards was target level, as determined by the legacy Cabot compensation committee prior to the Merger.~~is negative.

~~35%-40% hybrid performance shares~~

50 percent time-based restricted share units payable in stock

~~Vest over~~

Granted in Q1. Cliff vest three years ~~(25% / 25% / 50%)~~

from the grant date

~~Encourage~~

Aligns interests of executives ~~to achieve multi-year strategic~~ and ~~financial objectives. Annual vesting contingent upon operating cash flow exceeding $100 million.~~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.

30COTERRA ENERGY

TABLE OF CONTENTS

2023 PERFORMANCE-BASED COMPENSATION

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

~~COTERRA~~• ~~2022 PROXY STATEMENT~~	32Long-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

~~Back to Contents~~

~~Compensation~~ ~~Component~~		~~Form/Timing~~ ~~of Payout~~		~~Purpose~~		~~How We Determine Amount~~
		Merger-related restricted stock awards to legacy Cimarex executives, including Messrs. Jorden and Bell, granted in December 2021 that cliff vest three years from the grant date and hybrid performance shares to Messrs. Stalnaker and Lindeman granted in December 2021 that cliff vest in October 2024 subject to the achievement of performance criteria		The transition awards granted to the legacy Cimarex executives were provided for in the Merger Agreement because the legacy Cimarex executives did not receive equity awards in 2021 prior to the effective time of the Merger due to Cimarex’s practice of granting performance awards to executives, including Messrs. Jorden and Bell, in December of each year. The transition awards granted to Messrs. Stalnaker and Lindeman were granted to promote pay equity among the executive officer group.		The value of the awards granted to the legacy Cimarex executives was equal to 2020 grant values by Cimarex to each executive, as provided in the Merger Agreement. The value of the awards granted to Messrs. Stalnaker and Lindeman was targeted to provide Messrs. Stalnaker and Lindeman with a similar 2021 long-term incentive grant date value, when also factoring in their pre-merger legacy Cabot 2021 long-term incentive awards, with the 2021 grant date long-term incentive value awarded to legacy Cimarex executives in an effort to integrate the compensation programs of the legacy companies.

~~We believe our executive compensation policies and programs effectively served the interests~~Determination of the shareholders and the Company in 2021. 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. Following the effective time of the Merger, the Committee began to evaluate the design of the two legacy companies’ programs and expects to make some modifications to the programs described below for 2022 and beyond. 2023 Annual Cash Incentive Metric Achievement

The following ~~discussion describes the programs in effect through September 30, 2021 and any actions taken in the fourth quarter~~table provides details of ~~2021 as a result of the Merger.~~

~~2021 Committee Activity~~

~~During 2021, the Committee held three regular meetings, one in each of February, July and October, and three special meetings related to the Merger in June, September and December.~~

~~Annual Compensation Activity~~

At the time the 2021 awards granted in the first quarter were granted and periodically throughout the year, the Committee referenced the Fall 2020 competitive market study of the peer group by Meridian Compensation Partners, LLC (“Meridian”), the Committee’s independent compensation consultant at the time. Based on the study and the former CEO’s recommendations with respect to the other Company officers, the Committee determined 2021 salaries, bonus payouts for 2020 performance, certified the 2020 results for payouts of a portion of each of the hybrid performance shares granted from 2018 to 2020, and the 2021 annual grant of long-term incentive awards for the executive officers. A detailed discussion of each item of compensation can be found below under “2021 Compensation Decisions.”

Also at the February 2021 meeting, and prior to making any compensation decisions, the Committee reviewed a detailed analysis of equity awards and their retentive value for each legacy Cabot NEO. Over the course of the year, the Committee reviewed each element of compensation for the NEOs, including elements of total direct compensation and payments upon severance or change-in-control, as well as other benefits and perquisites. Lastly, at the February 2021 meeting, the Committee and the Board of Directors discussed and approved the 2021 performance criteria for the 2021 annual cash bonus plan.

During 2021, the Committee reviewed an analysis prepared by Meridian of 2020 executive compensation reported by our peer group. From the available 2020 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 2021 competitive market study of executive compensation among our peer companies. This analysis, along with other data and reports, has historically been utilized in the Committee’s review of all components of compensation in the following February meeting.

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

~~Merger-Related Activity~~

In June 2021, the Committee met to consider and approve the terms of Mr. Jorden’s “side letter” relating to his Employment Agreement dated May 23, 2021. A detailed discussion of the terms of Mr. Jorden’s employment agreements can be found at “2021 Compensation Decisions—Merger-Related Compensation Decisions—Compensation Arrangements with Thomas E. Jorden” below. In September 2021, the Committee met to take action on several compensation matters set forth in the Merger Agreement, including (1) establishing the level of ~~performance~~achievement of the ~~2021~~2023 annual cash ~~bonus program, (2) establishing the level of~~incentive performance ~~of all outstanding TSR Performance Shares~~metrics reviewed and Hybrid Performance Shares, which vested on the closing of the Merger on October 1, 2021, and (3) approving certain compensatory arrangements for the legacy Cabot NEOs and other legacy Cabot officers with change-in-control agreements, in return for terminating their change-in-control payments and instituting new non-competition covenants. For a full discussion of the Merger-related compensation actions by the legacy Cabot Committee for the legacy Cabot NEOs, see “2021 Compensation Decisions—Merger-Related Compensation Decisions—Termination of Legacy Cabot Change-in-Control Agreements.” In December 2021, the Committee met to approve the 2021 grant of long-term incentive awards to the legacy Cimarex NEOs as provided in the Merger Agreement. At that time, the Committee also approved two long-term incentive awards for two legacy Cabot NEOs, Mr. Lindeman and Mr. Stalnaker, to promote pay equity among the executive officer group. For a full discussion of the December 2021 long-term incentive awards approved by the Compensation Committee ~~see “Long-Term Incentive Awards—Merger-Related Long-Term Incentive Awards” below.~~

2024 PROXY STATEMENT31

TABLE OF CONTENTS

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)

For 2023 annual cash incentive performance metric purposes, PVI-10 is not a measure calculated in accordance with generally accepted accounting principles (GAAP) and is not based on any standardized methodology prescribed by GAAP. As a 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 should be considered in addition to, and not as a substitute for, other financial measures prepared in accordance with GAAP. It is a present value index discounted at 10%, calculated by dividing the net present value of certain cash flows by the present value of capital investments plus a constant value.

32COTERRA ENERGY

TABLE OF CONTENTS ~~INDUSTRY PEER GROUP~~

~~In the 2021 annual compensation cycle, we used one peer group for both compensation competitive analysis~~

Relative TSR Performance Shares

Our outstanding performance-based awards (awards granted in 2022 and ~~to measure the relative performance of our~~2023) are based on Relative TSR performance ~~shares. The Committee chose these companies because they represented our direct competitors of similar size~~ and ~~scope~~measured 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 calculated in the ~~exploration and production sector~~above table, will not exceed 100 percent, regardless of the energy industry and included several companies that competed in our core areas of operation at the time 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 causeCompany’s actual percentile ranking.

Relative TSR Peers: Compensation peer companies ~~to no longer exist or to no longer be comparable. The Committee approves all revisions to the peer group.~~

~~The peer group for the TSR performance cycle that began in 2021 is as follows (new peer companies in bold):~~

~~Antero Resources Corporation~~	~~EQT Corporation~~
~~Apache Corporation~~	~~Marathon Oil Corporation~~
~~CNX Resources Corporation~~	~~Murphy Oil Corporation~~
~~Cimarex Energy Co.~~	~~Ovintiv Inc.~~
~~Continental Resources, Inc.~~	~~Pioneer Natural Resources Company~~
~~Devon Energy Corporation~~	~~Range Resources Corporation~~
~~Diamondback Energy, Inc.~~	~~Southwestern Energy Company~~

In February 2022, the Committee selected a new compensation peer group to better reflect the size, operations and market of Coterra following the closing of the Merger. The Committee also selected a new performance peer group for the February 2022 through January 2025 performance cycle comprised of the same companies that were selected for the compensation peer group plus two indices: the SPDR S&P Oil and Gas Exploration and Production ETF ~~Index~~Index; and the S&P 500 Industrials Index.

Payout Form to 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 percent of target are to be paid in the cash value of the shares.

2023 COMPENSATION DECISIONS

The ~~new~~following summarizes the 2023 compensation ~~peer group~~decisions and target compensation levels for ~~2022, is as follows (new peer companies~~each named executive officer, except Mr. Young, who commenced employment with the Company in ~~bold):~~

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.

~~Antero Resources Corporation~~	~~EQT Corporation~~
~~APA Corporation~~Thomas E. Jorden \| Chief Executive Officer and President	~~Hess Corporation~~
~~Chesapeake Energy Corporation~~	~~Marathon Oil Corporation~~
~~Continental Resources, Inc.~~	~~Occidental Petroleum Corporation~~
~~Devon Energy Corporation~~	~~Ovintiv Inc.~~
~~Diamondback Energy, Inc.~~	~~Pioneer Natural Resources Company~~
~~EOG Resources~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

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 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 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%

~~Back to Contents~~

Stephen P. Bell | Executive Vice President—Business Development

TABLE OF CONTENTS

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 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%

34COTERRA ENERGY

TABLE OF CONTENTS

2023 Annual Cash Incentive Awards

As noted in the table above under “Determination of 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 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.

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 “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 that, under his leadership, the performance of the Company has 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 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.

2024 PROXY STATEMENT35

TABLE OF CONTENTS ~~ROLE OF THE COMPENSATION CONSULTANT~~

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 Company amended Mr. Clason’s 2021, 2022 and 2023 equity award agreements to provide that a 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 page 46 below.

HOW WE SET EXECUTIVE COMPENSATION

Role of the Independent Compensation Consultant

The Compensation Committee ~~employs the services of~~engages an independent executive compensation ~~consultant. In October 2020,~~consultant to provide information and objective advice regarding executive and non-employee director compensation. For 2023, the Compensation Committee ~~approved the~~ continued its engagement of ~~Meridian~~F.W. Cook as its independent ~~consultant for 2021. Prior to this approval, the~~executive compensation consultant. The Compensation Committee reviewed ~~Meridian’s~~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 Compensation Committee. ~~In 2021 Meridian~~F.W. Cook was ~~responsible for preparing and presenting a comprehensive competitive market study of~~engaged by 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 was also responsible for preparing and presenting an outside director compensation study using the same industry peer group. In 2021, the Committee relied on Meridian for input on pay philosophy, current market trends, legal and regulatory considerations and prevalence of benefit and effective time of the Merger and participated in most executive sessions. Meridian worked exclusively for theCompensation Committee and performed no services directly for management. Management does not retain the services of a compensation consultant.

~~In November 2021,~~

Role of Executives in Establishing Compensation

Our Chief Executive Officer proposes changes to compensation for his direct reports, which the Compensation Committee ~~engaged FW Cook as its independent executive compensation consultant in place of Meridian. Prior~~considers when making decisions. The officer team proposes goals for incentive programs and offers performance data to ~~this engagement,~~aid the Committee reviewed FW Cooks’ 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 Committee. FW Cook assisted theCompensation Committee in ~~the structure of the December 2021 long-term~~administering incentive ~~equity awards to legacy Cimarex NEOs and two additional grants to legacy Cabot NEOs for internal pay equity purposes. FW Cook also advised the~~compensation programs. The Compensation Committee ~~on executive and director compensation matters leading up to 2022 compensation decisions. FW Cook worked exclusively for the Committee and performed no services directly to management.~~

Our former CEO, who, after the Merger serves as our Executive Chairman, made recommendations in February 2021, and as new officers were hired, to the Committee with respect to salary, bonus and long-term incentive awards for all other executive officers. In making recommendations, our former CEO considered input from Meridian’s independent competitive market study, internal pay equity issues, individual performance and Company performance. The former CEO’s recommendations were 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 was ultimately responsible for human resources administration in 2021 up until the effective time of the Merger, provided 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 used for evaluation of non-executive compensation trends, and general administrative support implementing the Committee’s decisions. The former CEO and the CFO also provided 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 assisted the Committee in determining bonus payouts in September 2021 by providing the calculations of bonus metric achievement, which the Committee took into account in determininghas the ultimate ~~bonus payout pool for 2021. The former CEO and the CFO, along with the former Vice President, Administration and Corporate Secretary, attended the Committee meetings~~say on all components of executive officer compensation. Our Chief Executive Officer does not recommend or participate in ~~2021 through the effective time~~deliberations related to his own compensation.

Role of ~~the Merger; however, the~~Market Data

F.W. Cook annually prepares a review of our executive officers’ compensation compared to similarly situated executive officers were excused from the meetings to enable the Committee to meet privately in executive session, both with and without the compensation consultant also being present for the regular meetings. As directed by the Committee, the executives listed above prepared materials and agendas for the Committee meetings and prepared the long-term equity plans and award agreements. The terms of all award agreements and the specific individual awards for executives, however, were allat peer companies, which is approved by the ~~Committee~~Compensation Committee. The number of publicly traded exploration and ~~as needed,~~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 ~~Board~~Compensation Committee in evaluating the competitiveness of ~~Directors.~~

~~At the effective time~~executive compensation and making 2023 compensation decisions consisted of the ~~Merger,~~following companies. The peer group remained unchanged compared to 2022, other than the CFO’s role in executive compensation became an advisory role to the Committee, primarily related to the legacy Cabot compensation practices and policies, and the newly-appointed CEO and the Senior Vice President and Chief Humanremoval of Continental Resources, ~~Officer (“CHRO”) took a more active role with the Committee. Beginning~~which was taken private in the fourth quarter of 2021, the CEO assumed the primary role in making recommendations with respect to salary, bonus and long-term incentive awards for the executive officers for 2022, with considerable input from the CHRO on the design of the compensation programs for Coterra in 2022 and beyond. In December 2021, the CEO and the CHRO made recommendations to the Committee with regard to the amount and terms of the long-term incentive awards to be granted to the legacy Cimarex executive officers under the terms of the Merger Agreements and to two legacy Cabot executive officers. Those recommendations were one of the factors considered by the Committee, in conjunction with input from the Committee’s compensation consultant, FW Cook.

2022.

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

35Antero Resources Corporation

EQT Corporation

~~Back to Contents~~

36COTERRA ENERGY

TABLE OF CONTENTS ~~2021~~

RETIREMENT COMPENSATION ~~DECISIONS~~

~~Annual Compensation Decisions~~

In February 2021, the Committee met to establish legacy Cabot executive compensation levels for the year. In setting those levels, the Committee took into account many macro-economic and industry factors, as well as specific attributes of Cabot’s 2020 performance and structure that impacted the relative value to the Company of the contributions made by the executive team. Among the factors specific to Cabot’s 2020 performance and structure considered by the Committee were:

•	~~the safety and efficiency with which the management team conducted operations during the first year of the global pandemic~~
•	~~the generation of $109 million in free cash flow~~⁽¹⁾~~even with the lowest realized natural gas price in our history~~
•	~~the achievement of the lowest cost structure in the peer group~~
•	~~the achievement of $200 million in net income for the year~~
•	~~the return of 146% of free cash flow~~⁽¹⁾~~to the shareholders~~
•	~~the achievement of the lowest debt levels in the peer group~~
•	~~the lowest General and Administrative costs and the smallest staff at all levels, including the executive level, of the peer group~~

~~Among the countervailing macro-environmental factors recognized by the Committee in February 2021 were:~~

•	~~a lack of sustained winter weather fostering a continuation of the oversupplied natural gas market~~
•	~~the trend of negative shareholder returns for the industry as a whole (including Cabot)~~
•	~~uncertainty in the marketplace caused by the ongoing global pandemic~~
•	~~the challenged commodity price environment~~

AND OTHER BENEFITS

Coterra Retirement Savings Plan

The Committee took note that the achievements of the executive team, which increased the Company’s competitiveness within the peer group, while exemplary, did not result in returns to the shareholders in the form of higher stock prices, due to the impact of the macro-economic and industry factors discussed above. In light of these competing forces, the Committee took a conservative approach in setting 2021 compensation levels for each of the elements of compensation discussed below, generally holding compensation opportunities flat to the prior year for the second year in a row. The Committee balanced the need to retain and reward excellent management performance with the need to align executive compensation with shareholder returns.

In 2021, there were three major elements of the executive in-service compensation program: (1) base salary, (2) annual cash incentive bonus and (3) long-term incentive equity awards. Company perquisites are a minor element of the executive compensation program. This design generally mirrors the pay practices of the exploration and production industry generally and our selected industry peer group. Our compensation is intentionally weighted toward long-term equity-based compensation. Each element is described below.

Through September 30, 2021, Mr. Dinges, our former Chairman, President and CEO, had a significantly broader scope of responsibilities than the other legacy Cabot NEOs. The difference 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 with respect to Mr. Dinges. Mr. Jorden’s 2021 compensation was determined by negotiation in connection with the Merger and is reflective of his years of tenureCoterra Energy Inc. Retirement Savings Plan, formerly known as the ~~CEO of Cimarex Energy Co., and his expanded role with Coterra, as a larger, more diversified oil and gas producer.~~

~~Merger-Related Compensation Decisions~~

~~Compensation Arrangements with Dan O. Dinges~~

On May 23, 2021, Mr. Dinges entered into a letter agreement with Cabot (the “Dinges Agreement”) that is effective from the closing of the Merger on October 1, 2021, through the earlier of (1) December 31, 2022, or (2) the Chairman Succession Date (which is the date a new Chairman of the board is appointed) (the “Dinges Employment Period”). The Dinges Agreement provides that Mr. Dinges will be employed as Executive Chairman of the board and serve as a member of the board during the Dinges Employment Period. Under the terms of the Dinges Agreement, Mr. Dinges will continue to receive an annual base salary of $1,100,000 and an annual cash incentive award with a target opportunity of 130% of his annual base salary, just as he received in his role as Chairman, President and Chief Executive Officer prior to the closing of the Merger. His annual long-term incentive award opportunity, however, was reduced from a grant date value of $9,000,000 in 2021 to a target grant date value of $4,500,000 in 2022, reflecting a reduction in the scope of his duties in his new role with Coterra. Mr. Dinges will also be provided employee benefits and perquisites no less favorable to those provided

~~(1)~~

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

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

to Coterra executive officers during the Dinges Employment Period. Effective on the closing date of the Merger, the Company’s bylaws were amended to provide that Mr. Dinges may not be removed from his position as Executive Chairman during the Dinges Employment Period without an affirmative vote of at least 75% of the other members of the Coterra board. If Mr. Dinges’ is terminated prior to or on the Chairman Succession Date, he will be entitled to the termination benefits provided under his existing change-in-control agreement with the Company, and any outstanding Coterra equity awards will be treated in accordance with the retirement provisions of the equity award agreements. In addition to Mr. Dinges’ existing perpetual confidentiality covenant in his change-in-control agreement, he agreed to be subject to one-year post-termination non-competition and non-solicitation covenants pursuant to the Dinges Agreement. See “Change-in-Control Agreements” below for a more complete discussion of Mr. Dinges’ post-termination benefits.

~~Compensation Arrangements with Thomas E. Jorden~~

On May 23, 2021, Mr. Jorden entered into a letter agreement with Cabot (the “Jorden Letter Agreement”) with respect to the terms of his employment with the Company following the closing of the Merger. Under the terms of the Jorden Letter Agreement, Mr. Jorden is employed as the Company’s President and Chief Executive Officer and serves as a member of the board from the effective time of the Merger through the third anniversary thereof or upon his earlier termination of employment (the “Jorden Employment Period”). During the Jorden Employment Period, Mr. Jorden will receive a base salary of $1,125,000, will be eligible for an annual cash incentive award with a target opportunity of 130% of his annual base salary, will be granted annual long-term incentive awards with a target grant date value of $10,000,000, and was provided with relocation assistance and other employee benefits and perquisites no less favorable to those provided to other Coterra executive officers. Pursuant to the Jorden Letter Agreement, effective on the closing date of the Merger, the Company’s bylaws were amended to provide that Mr. Jorden may not be removed from his position as President and Chief Executive Officer or as a member of the board during the Jorden Employment Period without an affirmative vote of at least 75% of the other members of the Coterra board.

Mr. Jorden’s existing severance compensation agreement with Cimarex was assumed by Coterra and will remain in full force and effect during the Jorden Employment Period. The Jorden Letter Agreement also revised the definition of “good reason” under such agreement to also include a diminution of Mr. Jorden’s duties or responsibilities, authorities, powers or functions, the failure of the Coterra board to nominate him for election to the Coterra board, a reduction in his annual long-term incentive award opportunity as described above, or a required relocation to any location other than Houston, Texas. 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 then applicable to other executive officers of Coterra.

Subsequent to the Jorden Letter Agreement, on June 29, 2021, Mr. Jorden entered into a side letter agreement with Cimarex and Cabot (the “Jorden Side Letter”). The Jorden Side Letter provided that, notwithstanding the preexisting terms applicable to his Cimarex equity awards or anything to the contrary contained in the Merger Agreement, Mr. Jorden’s outstanding Cimarex equity awards would not vest at the effective time of the Merger, which is referred to as “single-trigger vesting.” Instead of single-trigger vesting, each such award was converted into a corresponding award with respect to Coterra common stock, with the number of shares underlying each award adjusted based on the exchange ratio for the Merger, and if subject to performance-based vesting, determined with respect to the greater of the target level and the level determined or certified by the Cimarex board or the compensation committee based on the results achieved by Cimarex prior to the effective time of the Merger. The performance goals applicable to Mr. Jorden’s Cimarex restricted stock awards subject to performance-based vesting were deemed satisfied at the effective time of the Merger at the same levels applicable to other performance-based Cimarex restricted stock awards. Each such award, once converted into a Coterra award, continued to be subject to the same service-based vesting terms as applied to the Cimarex award immediately prior to the effective time of the Merger. See the “Outstanding Equity Awards at Fiscal Year-End 2021” table, the “2021 Option Exercises and Stock Vested” table and related footnotes for detailed information regarding the conversion of Mr. Jorden’s Cimarex equity awards into Coterra equity awards and the vesting of one of those awards according to its terms on December 1, 2021.

The Jorden side letter also provides that if Mr. Jorden’s employment is terminated by the Company without cause or by Mr. Jorden for good reason, or if Mr. Jorden dies or becomes disabled, in each case, during the Jorden Employment Period, his outstanding Coterra equity awards, including his Cimarex equity awards converted in the Merger in accordance with the Jorden Side Letter, will vest in full (with achievement of any applicable performance metrics determined based on actual performance as of the date of his termination of employment or the date of death or disability, as applicable). This vesting after both a change-in-control and a termination of employment is referred to as “double-trigger vesting.”

~~Mr. Jorden remains subject to his existing perpetual confidentiality covenant and the one-year post-termination non-competition and non-solicitation covenants contained in his severance agreement.~~

~~Termination of Legacy Cabot Change-in-Control Agreements~~

~~Each of the legacy Cabot NEOs was a party to a change-in-control agreement (the “change-in-control agreements”) that provided that in the event of a termination without “cause”~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

or a “constructive termination without cause” (as defined in the change-in-control agreements) within two years following a change in control of the Company each executive officer would be entitled to receive: (1) a lump-sum cash payment equal to three times the total of the executive officer’s base salary and the greater of target bonus or the highest actual bonus paid in the three fiscal years immediately preceding the termination or change in control, (2) accelerated vesting of all equity awards immediately upon a change in control, subject, in the case of the TSR performance shares, to the level of the Company’s TSR performance relative to its peers as of the last day of the month immediately preceding the month in which the change-in-control event occurs, (3) target bonus for the fiscal year of termination, prorated for the actual days served, (4) continued medical, dental and life insurance coverage for three years, and (5) reimbursement of expenses for outplacement assistance. The legacy Cabot change-in-control agreements entered into prior to 2010 also contained a Section 280G tax gross-up provision. The closing of the Merger on October 1, 2021, constituted a change in control under the change-in-control agreements, as amended.

In September 2021, the Cabot compensation committee met to consider compensation actions reserved to the Company under the Merger Agreement to lessen the potential impact of the change-in-control agreements on the continuity of the management team of the Company following the anticipated closing of the Merger, given that most of the NEOs would experience a “constructive termination,” as defined in the change-in-control agreements, triggering the payment of the benefits described in the preceding paragraph. The “constructive termination” event for each of the legacy Cabot NEOs was, in each case, an adverse change in their position or responsibilities or the principal departmental functions that report to the executive, as a result of the new Coterra management structure following the effective time of the Merger. The Committee also considered that each of the legacy Cabot NEOs were eligible to receive retirement benefits under legacy Cabot policies that were in place as of the effective time of the Merger, thereby increasing the risk of a loss of these key personnel.

In order to encourage continued service by the legacy Cabot NEOs for at least a transition period following the effective time of the Merger in furtherance of the integration efforts of the two legacy companies’ management teams, the Cabot compensation committee approved new letter agreements (the “Termination Letters”) with each of the legacy Cabot NEOs other than Mr. Dinges terminating the NEOs’ rights under their change-in-control agreements (other than those relating to Internal Revenue Code Sections 280G and 4999, if applicable, with respect to the Merger transaction only, and dispute resolution procedures) , and instituting additional non-competition and non-solicitation covenants for each NEO in favor of the Company, in return for a one-time payment. Pursuant to the Termination Letters, each of Messrs. Schroeder, Hutton and Lindeman received a contribution by the Company to his deferred compensation account under Cabot’s deferred compensation plan and Mr. Stalnaker received a contribution into a new deferred compensation account establish under a separate deferred compensation agreement with Cabot (the “Deferred Compensation Agreement”). As a result of the Termination Letters, the Company has no agreements for excise tax gross-ups payments for any executive for future changes in control, other than Mr. Dinges’ continuing change-in-control agreement, which remains in place unmodified. The Company also has no obligation to any legacy Cabot NEO for any payments on any future change in control.

The amount of the deferred compensation contributions to Messrs. Schroeder’s, Hutton’s and Lindeman’s deferred compensation accounts were $5,243,700, $3,131,700 and $3,131,700, respectively. The amount subject to Mr. Stalnaker’s Deferred Compensation Agreement was $3,131,700. All of such contributions and amounts were fully vested when made. Under the terms of the Cabot deferred compensation plan and the Deferred Compensation Agreement, such amounts may not be received by the NEOs until six months after separation from the Company.

~~Legacy Cimarex Severance Compensation Agreements~~

Legacy Cimarex NEOs are party to legacy Cimarex severance compensation agreements that provide for certain severance benefits upon a termination of employment other than for “cause” or a termination by the legacy Cimarex NEO for “good reason,” including severance benefits if the qualifying termination occurs within a specified time following a change in control. The Merger constituted a change in control under the legacy Cimarex severance compensation agreements. See the “—2021 Compensation Decisions—Merger-Related Compensation Decisions—Compensation Arrangements with Thomas E. Jorden,” “—Change-in-Control Agreements—Legacy Cimarex Severance Compensation Arrangements” and “Potential Payments Upon Termination or Change in Control—Severance Agreements” sections for a description of amendments made to the legacy Cimarex severance compensation agreements in connection with the Merger and for additional information on the benefits payable under these agreements.

~~2021 STI and LTI Payout Determinations~~

As provided in the Merger Agreement, the legacy Cabot compensation committee also determined the performance achieved under the 2021 cash bonus program and all outstanding TSR Performance Shares and Hybrid Performance Shares held by executive officers with a change-in-control agreement, which under the terms of the Merger Agreement were to be accelerated and fully-vested at the greater of actual performance through the latest practicable date prior to the effective time of the Merger or the target level of performance. See “—Annual Cash Incentive Bonus—Determination of 2021 Bonus Payout” for a discussion of the 2021 bonus payout and the “—Long-Term Incentive Awards—Determination of TSR Performance Shares and Hybrid Performance Shares Payout” for a discussion of the accelerated vesting of the outstanding TSR Performance Shares and Hybrid Performance Shares.

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

~~December 2021 Long-Term Incentive Grants~~

As provided in the Merger Agreement, the legacy Cimarex executives, including Messrs. Jorden and Bell, were entitled to receive on December 1, 2021, annual long-term incentive awards with a target grant date value not less than the target grant date value of the annual long-term incentive awards granted to such executives in 2020 by Cimarex. The Committee met on December 13, 2021, to consider the terms and such long-term incentive awards and approve the grants to these executives. Although the grant date values of the awards were established by the Merger Agreement and the Jorden Letter Agreement, in establishing the terms of the awards, the Committee considered vesting terms of the awards for the legacy Cimarex executives. At that time, the Committee also approved additional long-term incentive awards for two of the legacy Cabot NEOs, Messrs. Lindeman and Stalnaker, to strengthen pay equity among the Coterra executive team. For a description of the vesting terms for the December 13, 2021, awards, see below “—Long-Term Incentive Awards—Merger-Related Long-Term Incentive Awards”.

~~Base Salary~~

The Committee believes base salary is a critical element 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 by the Committee. The former CEO’s 2021 salary was established by the Committee (and ratified by the Board of Directors) and the other legacy Cabot executives’ 2021 salaries were established jointly by the former CEO and the Committee. In 2021 base salary for all legacy Cabot executive positions was targeted near the median level of the peer group. Individual salaries in 2021 took 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. There were no base salary increases for the legacy Cabot NEOs in 2021 and none of the legacy Cabot NEOs had a change in their salary as a result of the Merger.

Name Title 2020 Base Salary 2021 Base Salary
Mr. Dinges Executive Chairman; Former Chairman, President and Chief Executive Officer $ 1,100,000 $ 1,100,000
Mr. Jorden Chief Executive Officer and President – $ 1,125,000
Mr. Schroeder Executive Vice President and Chief Financial Officer $ 629,000 $ 629,000
Mr. Bell Executive Vice President, Business Development – $ 554,000
Mr. Hutton Senior Vice President, Marketing $ 445,000 $ 445,000
Mr. Stalnaker Senior Vice President, Marcellus Business Unit $ 445,000 $ 445,000
Mr. Lindeman Senior Vice President, Production and Operations $ 445,000 $ 445,000

Mr. Jorden’s base salary listed above was established on October 1, 2021, pursuant to the Jorden Letter Agreement. See “Merger-Related Compensation Decisions—Compensation Arrangements with Thomas E. Jorden” above. Mr. Bell’s base salary listed above was the same as established by Cimarex for 2021, as provided in the Merger Agreement.

Effective on October 1, 2021, Mr. Dinges resigned as President and Chief Executive Officer and became the Executive Chairman of the Company, under the terms and base salary established in the Dinges Agreement. His base salary will remain the same as for his prior role for the duration of the Dinges Employment Period. See “Merger-Related Compensation Decisions—Compensation Arrangements with Dan O. Dinges” above.

~~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 opportunities 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.

Upon completion of each fiscal year, the level of achievement of each of the metrics established for the bonus plan for that year is calculated using the actual results for the bonus plan fiscal year and the Committee’s assessment of the strategic evaluation component. The calculation 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

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

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.

~~2021 Bonus Opportunity~~

~~For 2021, the Committee did not increase the target bonus opportunity for any of the legacy Cabot NEOs over 2020 levels. During 2021, the bonus opportunity for the legacy Cabot NEOs was as follows:~~

Target
Bonus (% of Target Bonus
Executive Title Salary) Value
Mr. Dinges Executive Chairman (Former Chairman, President and Chief Executive Officer) 130 % $ 1,430,000
Mr. Schroeder Executive Vice President and Chief Financial Officer 110 % $ 691,900
Mr. Stalnaker Senior Vice President, Marcellus Business Unit 80 % $ 356,000
Mr. Lindeman Senior Vice President, Production and Operations 80 % $ 356,000
Mr. Hutton Senior Vice President, Marketing 80 % $ 356,000

Mr. Jorden’s and Mr. Bell’s 2021 bonus opportunity was established by the legacy Cimarex compensation committee in accordance with the legacy Cimarex compensation practices and policies. Under the terms of the Merger Agreement and the achievement of Messrs. Jorden’s and Bell’s bonuses was determined by the legacy Cimarex compensation committee prior to the effective time of the Merger and paid by Coterra in 2022. See “Executive Compensation–Summary Compensation Table” below for the amounts paid by Coterra to Messrs. Jorden and Bell in satisfaction of their 2021 annual bonus.

~~2021 Performance Metrics and Goals~~

The 2021 bonus plan was designed by the Committee to incentivize desired outcomes for Company financial performance by using measurable, value-generating metrics, that when achieved at target or higher levels, are additive to shareholder value and returns. To motivate and reward good business judgment, certain key metrics are linked together, producing more fulsome and balanced decision-making. Over the last several years, the Committee adjusted the bonus plan metrics to reduce the emphasis on growth of production and reserves, which had been the core tenet in the industry for many years, and increase the focus on financial and returns metrics, as requested by the investment community. The 2021 bonus opportunity metrics and weighting for the legacy Cabot NEOs were as follows:

	~~Performance~~ ~~Achievement~~ ~~Range~~	X	~~Conditional Multiplier~~ ~~of 1.5x~~	X	~~Weighting~~ ~~Factor~~	=	~~Bonus Achievement~~ ~~Range~~ ~~(% of Target)~~
~~Absolute Reserves~~	~~0-275%~~		~~Applies if both metrics greater~~ ~~than 100% achievement~~ ~~(subject to 275% maximum)~~		~~10%~~		~~0–27.5%~~
~~Finding Cost~~					~~15%~~		~~0–41.25%~~
~~Absolute Production~~			~~Applies if both metrics greater~~ ~~than 100% achievement~~ ~~(subject to 275% maximum)~~		~~10%~~		~~0–27.5%~~
~~Unit Operating Cost~~					~~15%~~		~~0–41.25%~~
~~Return on Capital~~ ~~Employed (ROCE)~~			~~Applies if both metrics greater~~ ~~than 100% achievement~~ ~~(subject to 275% maximum)~~		~~15%~~		~~0–41.25%~~
~~Free Cash Flow~~					~~15%~~		~~0–41.25%~~
~~Strategic Evaluation~~			~~No multiplier~~		~~20%~~		~~0–55%~~
~~Total Bonus Achievement~~							~~0–275%~~
					~~Maximum Bonus Payout 250%~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

In February 2021, the bonus metrics and performance goals were established with the target level of performance (100%) based on the operating budget approved in February by the Cabot Board of Directors. The performance goals for no payout (0%) and a payout at 200% of target for each metric were also created at that time. The bonus plan placed a cap on the performance achievement for each metric at 275% of target, which allowed for some additional benefit for above-range performance but removed the potential of one metric creating a disproportionate payout. Additional parameters for the 2021 annual cash incentive bonus plan included a weighting multiplier of 1.5 times for each of two grouped metrics if actual performance on each of the grouped metrics was at target (100%) or above, up to the 275% maximum performance achievement per metric. The grouped metrics were: (1) Absolute Reserves and Finding Cost, (2) Absolute Production and Unit Operating Cost, and (3) Return on Capital Employed and Free Cash Flow. The legacy Cabot 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 metric at levels above target levels, but cause finding costs to increase to unacceptable levels. By grouping the reserve and finding costs metrics together and using a weighting multiplier of 1.5 for achieving target or above on both metrics, the legacy Cabot committee rewarded economic efficiency in operations.

With respect to the strategic evaluation metric, the legacy Cabot committee evaluated key influences on Company performance not taken into account in the other metrics. These may have included the management of capital spending, environmental and safety performance, net income performance, organizational leadership and other factors the Committee deemed to have been important in the prior year’s performance and may have varied from year to year. The Committee followed no set performance targets relating to these factors. In general, the Committee expected to award the target (100%) level of performance of the strategic evaluation metric in years when the Company met 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 was not a grouped metric so there was no additional weighting multiplier of 1.5 times on this metric.

~~The 2021 bonus plan had a maximum award payout of 250% of target in the aggregate.~~

~~Determination of 2021 Bonus Payout~~

Pursuant to the terms of the Merger Agreement, in September 2021, prior to the closing of the Merger, the Committee determined the level of achievement of the 2021 bonus metrics for the legacy Cabot NEOs based on the actual performance for the year-to-date and projected performance through the end of 2021 assuming the continuation of the operating and financial strategy employed in the first three quarters of the year, along with the Committee’s assessment of the achievement to date of the strategic evaluation component. Projected performance under the bonus metrics, as forecast through the end of 2021, compared to the 2021 performance goals was as follows:

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

~~(1)~~	Each of the performance metrics were scored by the Committee in September 2021 by using actual performance year-to-date and projected performance through December 31, 2021, as provided in the Merger Agreement. When projecting performance through the end of the year for each metric, the Committee assumed that the pre-merger operating and financial practices and strategy of Cabot Oil & Gas Corporation continued through the end of the year and did not take into account any impacts of the Merger on those projected operating or financial results.
~~(2)~~	Finding costs for all sources are not measures calculated in accordance with generally accepted accounting principles (GAAP). The Company is unable to provide a reconciliation of the projected full-year finding costs for all sources, a forward-looking non-GAAP financial measure, to the most directly comparable GAAP financial measure without unreasonable efforts. This inability results from the inherent difficult in reconciling results of Cabot on a standalone, pre-merger basis to that of the Company post-merger.
~~(3)~~	ROCE is not a measure calculated in accordance with generally accepted accounting principles (GAAP). The Company is unable to provide a reconciliation of the projected full-year ROCE, a forward-looking non-GAAP financial measure, to the most directly comparable GAAP financial measure without unreasonable efforts. This inability results from the inherent difficult in reconciling results of Cabot on a standalone, pre-merger basis to that of the Company post-merger.
~~(4)~~	Free cash flow is not a measure calculated in accordance with generally accepted accounting principles (GAAP). The Company is unable to provide a reconciliation of the projected full-year free-cash flow, a forward-looking non-GAAP financial measure, to the most directly comparable GAAP financial measure without unreasonable efforts. This inability results from the inherent difficult in reconciling results of Cabot on a standalone, pre-merger basis to that of the Company post-merger. For a reconciliation of the actual full-year free cash flow to the nearest GAAP financial measure, see Appendix A.

As depicted above, the results of the bonus metrics as of September 30, 2021, and for projected year-end 2021, were that the total proved reserve metric and finding cost metric fell just short of the target expectations, while the absolute production level and the total unit cost achieved target expectations. Due to the strength of the rising commodity prices throughout the year and the continued strong outlook for the remainder of 2021, the two financial metrics—free cash flow and return on capital employed—both exceeded the maximum performance levels established by the Committee of 200% of the target goal. Based solely on these six quantitative bonus metrics, the bonus payout would have been approximately 147% of target. For the strategic evaluation component of the bonus, the Committee considered management performance factors including management’s strategic decision to pursue and close the Merger with Cimarex and the extraordinary effort involved in achieving the business objectives while managing the transaction, along with the countervailing market influences for the industry, including supply and demand fundamentals. The result of this analysis was that the Committee awarded the strategy component at a level above target, but less than the 147% of target level calculated for the quantitative metrics, bringing the total bonus pool for all eligible employees to a 175% payout.

~~Former CEO 2021 Bonus Payout~~

The Committee determined Mr. Dinges’s 2021 annual cash incentive bonus based on actual Company performance, the results of the 2021 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 2021, the terms of the Merger Agreement provided for the Committee to determine the level of achievement for the 2021 bonus before the effective time of the Merger and paid out in the first quarter of 2022, on the usual schedule.

~~For 2021, the legacy Cabot committee noted in particular:~~

•	The extraordinary achievement of negotiating and signing the Merger Agreement with Cimarex and receiving approval of the transaction from the Cabot shareholders holding 99% of the outstanding Cabot common stock;
•	~~The prudent and effective action taken by the Company in response to the COVID-19 pandemic, which allowed the Company to safely carry out its business plan with no disruptions;~~
•	~~The Company’s repayment of current debt maturities totaling $188 million before the effective time of the Merger, delivering an under-leveraged balance sheet as part of the combination; and~~
•	~~Mr. Dinges’ leadership in the integration of the two legacy companies and the retention through the effective time of the Merger of all critical leadership personnel from legacy Cabot.~~

The Committee evaluated these factors and concluded that Mr. Dinges’ leadership had provided the Company a solid foundation for 2021 and beyond and approved the former CEO’s bonus payout for 2021 at 175% of target. The bonus payout for the other legacy Cabot NEOs was also approved at 175% of target. See “Executive Compensation–Summary Compensation Table” below for actual bonuses paid to the legacy Cabot NEOs. In February 2022, the Committee certified these awards for payment.

~~Long-Term Incentive Awards~~

As part of its ordinary 2021 annual compensation practices, 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 the legacy Cabot NEOs.

The award allocation to the legacy Cabot NEOs in 2021 was designed to provide 60-65% of the targeted grant-date value from TSR performance shares and 35-40% from hybrid performance shares, which are time-vested, subject to a performance condition. The total size of each officer’s long-

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

term incentive awards was based on a number of factors, including peer group and related industry competitive practice, which was used as a point of reference to gauge appropriate total compensation levels for a company of Cabot’s size, business complexity and growth profile. The Committee did 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 the legacy Cabot NEOs in 2021 were granted under the 2014 Incentive Plan.

~~TSR Performance Shares~~

The Committee awarded performance shares based on the Company’s total shareholder return relative to that of its peers to provide a strong link between the performance of the executives and their pay, as opposed to other types of equity awards, such as stock options, that may not provide such link. The Committee also determined that a relative comparison of performance against peers over a three-year period, as opposed to a single year, provides a better evaluation of how management performed under changing economic conditions. For these reasons, the Committee determined that TSR performance share awards are a good measure of performance versus the peer group and appropriately link stock performance and compensation. 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% of target were to be paid in the cash value of the shares, based on the closing trading price of our Common Stock on the last day of the performance period and the 2021 TSR Performance Shares were subject to a “negative TSR” modifier that could reduce the number of each award’s earned performance shares if the Company’s actual TSR performance is negative over the three-year performance period and the base calculation indicates an above-target pay outcome. For additional information about the 2021 awards of TSR performance shares, see the table “Grants of Plan-Based Awards” below.

~~Hybrid Performance Shares~~

Due to restricted stock share limitations under the 2014 Incentive Plan and consistent with its focus on performance, in 2021 the Committee again awarded hybrid performance shares instead of restricted stock. The 2021 hybrid performance shares had a three-year performance period from the date of grant, with 25% vesting in each of the first two years and 50% vesting in the third year, provided the Company has $100 million or more operating cash flow in the fiscal year prior to the vesting date. Hybrid performance shares have less inherent risk of achieving the performance metric than the TSR performance shares and therefore enhance the overall retentive goals of the long-term incentive program. For additional information about the 2021 hybrid performance shares, see the table “Grants of Plan-Based Awards” below.

~~Determination of TSR Performance Shares and Hybrid Performance Shares Payout~~

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger all outstanding long-term incentive awards held by legacy Cabot executive officers who were party to a change-in-control agreement with Cabot, which included the legacy Cabot NEOs, were accelerated at the greater of the target level of performance and the level determined or certified by the Committee based on the results achieved during the applicable performance period, with the applicable performance period deemed to end on the latest practicable date prior to the effective time of the Merger. The Committee met in September 2021 to certify the results of the awards, and as a result, at the effective time of the Merger and based on the terms of the Merger Agreement, all unvested TSR performance shares and Hybrid performance shares held by the legacy Cabot executive officers vested on October 1, 2021, at the target level.

~~Merger-Related Long-Term Incentive Awards~~

In December 2021, the Committee approved long-term incentive awards for legacy Cimarex NEOs and other legacy Cimarex officers as provided in the Merger Agreement and as consistent with the legacy Cimarex practice of granting long-term performance awards in December of each year. The values of the December 2021 awards to the legacy Cimarex executives were equal to December 2020 grant values for each executive made by Cimarex.

The Committee chose to structure all of the long-term incentive awards granted in December 2021 to legacy Cimarex officers, including the legacy Cimarex NEOs, in the form of time-based restricted stock with three-year cliff vesting on December 1, 2024. This form of award was selected for several reasons, including: (1) the December 1st timing of the award required by the Merger Agreement coming so soon after the closing of the Merger and before a new peer group or performance metrics for the combined company could be established; (2) the challenge of structuring an off-cycle award as a performance award with a performance period that may differ from the ongoing annual awards’ performance period or terms; (3) the transitory nature the award, being so close in time to the annual award grant, which would occur in February and which would include awards that were at least 50% performance-based, and (4) retention of key employees.

Pursuant to the terms of these award agreements, the awards will generally be forfeited if the legacy Cimarex NEOs are not continuously employed through the vesting date, except the awards will become fully vested upon a change in control of the Company or upon the termination of either of Messrs. Jorden’s or Bell’s employment due to their death or disability. Additionally, pursuant to the terms of Mr. Bell’s award agreement, if his employment with the company is terminated without cause or he resigns for good reason, Mr. Bell will vest in a prorated portion of his award based upon the number of days that have elapsed from December 1, 2021, through his

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

termination date, over the full vesting period. If Mr. Jorden’s employment is terminated for such reason during the Jorden Employment Period, these awards will vest in full pursuant to the terms of the Jorden Letter Agreement. See the “—2021 Compensation Decisions—Merger-Related Compensation Decisions—Compensation Arrangements with Thomas E. Jorden” for additional information on the accelerated vesting provisions under the Jorden Letter Agreement.

~~Consistent with legacy Cimarex time-based restricted stock awards, dividends are paid on the awards to the legacy Cimarex officers when dividends are paid on the Company’s common stock.~~

Also in December 2021, the Committee approved long-term incentive awards for two legacy Cabot NEOs, Mr. Lindeman and Mr. Stalnaker, to promote pay equity among the executive officer group. The terms of the awards to Messrs. Lindeman and Stalnaker were established by the Committee to coincide with the hybrid performance shares granted to the legacy Cabot NEOs in 2021 and previous years, with the exception that the vesting schedule for the December awards was established as a three-year cliff vesting if the Company has an average of $100 million or more of operating cash flow per twelve-month period beginning each October 1^st ~~and ending each September 30~~^th during the three year performance period ending September 30, 2024, which is the date of the last fiscal quarter end prior to three years from the December 12, 2021 grant date. These awards will become fully vested upon a change in control of the Company. Consistent with legacy Cabot equity awards, dividends are accrued and paid at the time that the awards vest and shares are delivered to the legacy Cabot NEOs.

~~The following table summarizes the awards approved in December 2021:~~

Number of
Restricted
Grant Date Fair Stock Award
Name Value of Award Shares
Stephen P. Bell $ 3,000,000 146,628
Thomas E. Jorden $ 10,000,000 488,759
Steven W. Lindeman $ 750,000 36,657
Philip L. Stalnaker $ 750,000 36,657

The long-term incentive awards granted in December 2021 described above are the only unvested long-term incentive awards currently held by the NEOs other than Mr. Jorden, whose legacy Cimarex awards did not accelerate on the effective time of the Merger, as provided in the Jorden Side Letter. The Committee anticipates that all executive officers, including the NEOs, will receive annual long-term incentive awards in February 2022 and every year thereafter, with at least 50% of the value in performance-based awards.

The following chart illustrates how the two legacy companies merged their LTI grant practices following the Merger. Legacy Cimarex granted long-term incentive awards in December of each year and legacy Cabot granted long-term incentive awards in February of each year. While the December 2021 awards to legacy Cimarex executives were made under the combined company, the timing was consistent with legacy Cimarex awards and was not an additional award related to the Merger.

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

~~Personal Benefits and Perquisites~~

The Committee periodically reviews the level of perquisites and other personal benefits provided to the NEOs. In 2021 we provided the legacy Cabot 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. In an effort to promote physical and financial health of the NEOs, in 2021 the legacy Cabot NEOs were reimbursed for expenses incurred in connection 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. Following the Merger, pursuant to the term of the Merger Agreement, the legacy Cimarex NEOs were provided with the same level of perquisites and other personal benefits provided to the legacy Cimarex NEOs under the Cimarex policies prior to the Merger, which included the provision of financial and estate planning services, annual medical examinations, reserved parking and insurance premiums. The aggregate cost to the Company of the perquisites and personal benefits described above for the NEOs for 2021 are included under “All Other Compensation” in the Summary Compensation Table below.

~~Awarded 100% performance-based long-term incentives to the CEO~~

	•	Following Mr. Jorden’s December 2021 grant of time-based restricted stock units representing the legacy Cimarex annual award, the Committee approved 100% performance-based awards in February 2022 so that the average of Mr. Jorden’s 2021 and 2022 annual grants is at least 50% performance-based
	•	~~The Committee expects Mr. Jorden’s annual long-term incentive grants in 2023 and beyond to be consistent with the other NEOs’ 2022 grants, which consisted of 60% performance-based awards~~

•	~~Added two broad market indices to executives’ long-term performance awards that are based on relative TSR, reflecting Coterra’s willingness to compete with investment dollars across industries~~
•	~~Capped relative TSR award payout at 100% of target if Coterra’s TSR is negative over the performance period~~
•	55^th ~~percentile relative TSR performance required to receive target payout~~
•	~~Adopted three-year cliff vest on time-based RSUs, strengthening retention and alignment with shareholders~~
•	~~Aligned short-term incentive plan metrics with Coterra’s value proposition communicated to shareholders when seeking approval of the Merger~~

	•	~~Focused incentives on return on invested capital, free cash flow, and ESG goals related to emissions reduction targets~~
	•	~~Reduced the overall maximum plan payout from 250% to 200% of target~~
	•	~~Removed the conditional multiplier from the short-term incentive calculation~~

~~No salary increases for the CEO and Executive Chairman; market-based adjustments for other NEOs who had not received salary increases since 2019~~

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.

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

~~Impact of Regulatory Requirements~~

Section 162(m) of the Internal Revenue Code imposes a $1 million limit on the amount that a public company may deduct for compensation paid to its principal executive officer, principal financial officer, any of its three other most highly compensated executive officers for the taxable year (other than the principal executive officer or the principal financial officer) (collectively the “covered employees”). The group of covered employees also includes certain employees once considered a covered employee, who continue to receive compensation from the Company. For certain grandfathered arrangements in effect as of November 2, 2017, this limitation does not apply, for example to compensation that is paid only if the covered employees performance meets pre-established objective goals based on performance criteria approved by stockholders. We strive to take action, where possible and considered appropriate, to preserve the deductibility of compensation paid to our executive officers. However, other than certain grandfathered arrangements, compensation paid to our expanded group of covered employees will be subject to a $1 million annual deduction limitation. Although the deductibility of compensation is a consideration evaluated by the Committee, the Committee believes that the lost deduction on compensation payable in excess of the $1 million limitation is not material relative to the benefit of being able to attract and retain talented management. We have also awarded compensation that might not be fully tax deductible when such grants were nonetheless in the best interest of the Company and our stockholders. Accordingly, the Committee will continue to retain the discretion to pay compensation that is subject to the $1 million deductibility limit.

~~Clawback Policy~~

The Company has 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 and the legacy Cimarex incentive plans provide that any award made pursuant to the 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 applicable 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~~

Following the closing of the Merger on October 1, 2021, the Committee began to evaluate and integrate the designs of the compensation programs enacted by the legacy Cabot and legacy Cimarex compensation committees, including the elements of post-termination compensation offered by each. That evaluation and integration has continued into 2022. Until we complete the full integration of those programs, our NEOs may continue to participate in some of their respective legacy company’s programs. The programs of both Cabot and Cimarex that were assumed or continued by Coterra after the effective time of the Merger are described below.

~~Retirement Compensation~~

~~Cabot Savings Investment Plan~~

~~The~~ Cabot Oil & Gas Corporation Savings Investment Plan (the ~~“Cabot~~“Coterra 401(k) Plan”), is a tax-qualified retirement savings plan, or 401(k) plan, in which all ~~legacy Cabot~~ employees, including the ~~legacy Cabot 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 eligible pre-tax contribution. ~~Participants are 100% vested in the Company’s contributions after three years of service, vesting 33% in the first year, 66% in the second year and 100% in the third year.~~

~~During 2021,~~In addition, during 2023, the Company contributed ~~10%~~10 percent of salary and bonus of all eligible ~~legacy Cabot~~ employees, including all ~~legacy Cabot NEOs,~~named executive officers, into the ~~Cabot~~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 three years of service, vesting ~~33%~~33 percent in the first year, ~~66%~~66 percent in the second year and ~~100%~~100 percent in the third year. The Company’s ~~contribution is~~contributions are approved annually by the Board of Directors.

~~Cimarex 401(k)~~

Coterra Deferred Compensation Plan

~~Upon~~

The Coterra Energy Inc. Deferred Compensation Plan, formerly known as the effective time of the Merger, Coterra assumed the Cimarex Energy Co. 401(k) defined contribution retirement plan (“Cimarex 401(k) Plan”). Legacy Cimarex employees, including the legacy Cimarex NEOs, are eligible to participate in the Cimarex 401(k) Plan. Coterra matches dollar-for-dollar employee contributions to the Cimarex 401(k) Plan up to 7% of the employee’s cash compensation, subject to limits imposed by the Internal Revenue Code. The Board is authorized to make profit-sharing contributions under the Cimarex 401(k) Plan. In December 2021, the Board determined that a 2021

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

profit-sharing contribution in the amount of 4% of the 2021 gross pay, including overtime, of each legacy Cimarex employee that was an eligible participant under the Cimarex 401(k) Plan, subject to applicable federal income limitations.

Cabot Deferred Compensation Plan,

~~The nonqualified 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 ~~six~~10 percent ~~match and 10%~~ 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” ~~table~~on page 44 below.

~~Cimarex Supplemental Savings Plan~~

~~Eligible legacy Cimarex~~

Personal Benefits and Perquisites

The Compensation Committee periodically reviews the level of perquisites and other personal benefits provided to the 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 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 perquisites and personal benefits described above for the named executive officers for 2023 are included under “All Other Compensation” in the Summary Compensation Table below.

Other Compensation Policies

We offer all our employees, including the legacy Cimarex NEOs, who had so elected, were at the effective time of the Merger participating in the Cimarex Energy Co. Supplemental Savings Plan (“Cimarex SSP”). Under the terms of the Cimarex SSP, participants could make an elective contribution of an amount that exceeds the maximum amount permitted to be contributed to his or her account in the Cimarex 401(k) plan (an “excess contribution”), provided that the excess contribution did not exceed the dollar limitation on elective deferrals under the internal Revenue Code Section 402(g) in effect of January 1 of the calendar year of deferral (2021 limitation was $19,500). Cimarex matched 100% of the excess contributions up to 7% of a participant’s eligible compensation. A participant could also elect to have up to 50% of his or her base salary and up to 100% of his or her bonus withheld from his or her compensation. Cimarex did not match those contributions.

In connection with the Merger, the Cimarex SSP was liquidated effective October 1, 2021 and all account balances distributed to the participants, including the legacy Cimarex NEOs, but the plan remained effective for elections through the end of 2021, including deferral elections for the 2021 bonuses paid by Coterra to the legacy Cimarex NEOs in March 2022.

~~Retiree Medical Coverage~~

The legacy Cabot NEOs are eligible for certain health benefits for retired employees, including their spouses, eligible dependents and surviving spouses. 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. All of the legacy Cabot NEOs were retirement eligible on December 31, 2021.

~~Change-in-Control and Severance Agreements~~

The 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 consummation of the Merger on October 1, 2021 constituted a “change-in-control” under the change-in-control agreements between Cabot and the legacy Cabot executives, including the legacy Cabot NEOs, and the severance compensation agreements between Cimarex and the legacy Cimarex NEOs, which severance compensation agreements were assumed by Coterra at the effective time of the Merger. The terms of these various agreements were determined by the Committee and the Cimarex compensation committees, respectively, and are discussed separately below.

~~Legacy Cabot Change-in-Control Agreements~~

~~All legacy Cabot~~named executive officers, ~~including the legacy Cabot NEOs, entered into change-in-control agreements with Cabot upon their appointment as executive officers that provide for cash payments and certain other~~industry competitive benefits in the event that the executive is actually or constructively terminated within two years of a change-in-control event. The cash payments included 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 and payment of a target bonus for the fiscal year of termination, prorated for the actual days served. Benefits included continued eligibility forincluding 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 executive pays the premiums, limited outplacement~~and an employee assistance program. We offer a retirement program consisting of both qualified and ~~tax gross-up on excise taxes for agreements that were in place prior~~nonqualified defined contribution savings plans and have a retirement policy pursuant to 2010. In 2010, the Committee adopted a policy to exclude excise tax gross-up provisions for change-in-control agreements adopted after that date. The agreements also provided for accelerated vesting of allwhich certain equity awards ~~immediately upon a change-in-control, subject, in the case of the TSR performance shares,~~may remain outstanding and eligible to ~~the level of the Company’s TSR performance relative to its peers as of the last day of the month immediately preceding the month in which the change-in-control event occurs.~~

When originally approving the change-in-control agreements, 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 levels under these agreements were necessary to meet the Committee’s objectives of encouraging such employees to remain with the Company in the event of a change-in-control and during circumstances suggesting a change-in-control might occur. The Committee believes this program was important in recruiting and retaining strong leadership and in encouraging retention in these situations.

~~In May 2021, in conjunction with the execution of the Merger Agreement, the Cabot board approved a clarification to the~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

definition of “change-in-control” in the existing legacy Cabot executives’ change-in-control agreements to specifically include as a change-in-control event the legal structure of the Merger as provided in the Merger Agreement. The legacy Cabot Committee determined that this action was not an expansion of the NEO’s rights under the existing change-in-control agreements, but merely captured the intent of the Committee when originally adopting the change-in-control agreements to provide the legacy Cabot executives with those benefits in transactions such as the Merger when they would likely experience adverse changes in their positions and that the clarification was consistent with the terms of the Merger Agreement that contemplated that legacy Cabot executives would experience a change in control at the effective time of the Merger.

As contemplated by the Merger Agreement, in order to keep executive management of the Company focused on the ongoing success of the business and the integration efforts of the two legacy companies and to retain them for a minimum period following the effective time of the Merger, in September 2021 the legacy Cabot NEOs other than Mr. Dinges entered into the Termination Letters. See above “—Termination of Legacy Cabot Change-in-Control Agreements.” The Committee believes that these Termination Letters lessened the potential impact that the former change-in-control agreements may have had on the continuity of the management team of the Company following the Merger.

After the effective time of the Merger, none of the legacy Cabot executives other than Mr. Dinges have continuing change-in-control benefits. Mr. Dinges’ change-in-control agreement, as described above, remains in full force and effect, and pursuant to the Dinges Agreement, he will receive his full change-in-control benefits at the end of the Dinges Employment Period. See “Merger-Related Compensation Decisions—Compensation Arrangements with Dan O. Dinges” above.

~~Legacy Cimarex Severance Compensation Agreements~~

Each of the legacy Cimarex NEOs, including Mr. Jorden, is party to a severance compensation agreement which 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”, including severance benefits if the qualifying termination occurs within two yearsvest following a change-in-control. The Merger constituted a change-in-control under the severance compensation agreements. The terms of the severance compensation agreements are reflective of compensation decisions of the legacy Cimarex compensation committee.

~~The severance compensation agreements provide for the following benefits upon a~~ qualifying termination within two years following a change-in-control, or with respect to Mr. Jorden, during the Jorden Employment Period (as described above in “Merger-Related Compensation Decisions— Compensation Arrangements with Thomas E. Jorden”):

•	a pro-rated annual bonus for the number of days in the calendar year of termination through the date of termination, based on the average of the executive officer’s last two annual bonuses and paid in a lump sum at the same time that bonuses are paid to active employees;
•	an amount equal to the product of two times (three times for Mr. Jorden) the executive officer’s “annual average compensation” (meaning the sum of (1) the executive officer’s annual base salary received during the 24 months prior to his date of termination, disregarding any temporary reduction implemented by Cimarex in 2020, and (2) the amount of cash incentive awards received by the executive officer during the 24 months prior to the executive officer’s date of termination, divided by two); and
•	continued medical, dental, vision, disability and life insurance benefits for the executive officer and the executive officer’s dependents for 24 months (36 months for Mr. Jorden) following the date of termination as though the executive officer’s employment had not been terminated.

In connection with the Merger, on May 23, 2021, Cimarex entered into amendments to the severance compensation agreements with each executive officer other than Mr. Jorden, to revise the definition of “good reason” under such agreements. The revised definition includes a material diminution of the executive officer’s duties or responsibilities, authorities, powers or functions; a material reduction in the executive officer’s long-term incentive compensation opportunity; or a required relocation of more than 50 miles from the executive officer’s principal place of business location (other than a relocation to the Midland, Texas or Tulsa, Oklahoma metropolitan areas in connection with a move of Cimarex’s corporate headquarters to such area).

The severance compensation agreements contain a Section 280G “best-net” cutback provision, which provides that, if the total payments to the executive officer under his severance compensation agreement would exceed the applicable threshold under Section 280G of the Code, then those payments will be reduced to the applicable threshold 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. Because of the structure of the Merger, Section 280G did not apply to legacy Cimarex officers in connection with the Merger. The severance compensation agreements also contain perpetual confidentiality covenants and one-year post-termination non-competition and non-solicitation covenants.

In connection with the Merger, Mr. Jorden entered into the Jorden Letter Agreement and the Jorden Side Letter Agreement providing for the modifications to Mr. Jorden’s severance agreement. The Jorden Letter Agreement provides that Mr. Jorden’s severance compensation agreement will remain in full force and effect following the Merger, except that the length of the “change-in-control” period thereunder will be for the duration of the Jorden Employment Period. The Jorden Letter Agreement also revises the definition of “good reason” under such agreement to also include a diminution of Mr. Jorden’s duties or responsibilities authorities, powers

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

retirement.

~~Back to Contents~~

2024 PROXY STATEMENT37

or functions, the failure of the Coterra board to nominate him for election to the Coterra board, a reduction in his annual long-term incentive award opportunity contained in the Jorden Letter Agreement, or a required relocation to any location other than Houston, Texas. 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 then applicable to other executive officers of Coterra. For a description of the other terms of the Jorden Letter Agreement and the Jorden Side Letter, see “Merger-Related Compensation Decisions— Compensation Arrangements with Thomas E. Jorden” above.

TABLE OF CONTENTS

COMPENSATION GOVERNANCE

Meaningful Stock Ownership Guidelines

The ~~GSR~~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 ~~are expected to hold stock having a market value or cost basis, whichever is greater, of at least~~have five times the current annual cash retainer paid to nonmanagement directors. The Chief Executive Officer is expected to hold shares of the Company’s Common Stock with a market value or cost basis, whichever is greater, equal to a minimum of six times his or her annual base salary. All otheryears from their initial election, and executive officers ~~who report~~have three years from their initial appointment to their position, to comply with these guidelines. Unvested restricted stock and unvested restricted stock units may be counted in calculating ownership, but options and unvested performance-based awards may not be counted toward the ~~CEO are expected to hold shares of the Company’s Common Stock with a market value or cost basis, whichever is greater, 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. Executive~~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 recover erroneously awarded compensation received by current and former executive officers ~~have three years~~in connection with certain accounting restatements, regardless of fault or misconduct. Both cash and all types of equity compensation that are granted, earned or vested based wholly or in part upon the attainment of “financial reporting measures” that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from ~~their dates~~such measures, are covered by the clawback policy. The Compensation Committee believes that this clawback policy furthers the interests of ~~election~~the Company and stockholders in preventing an executive from being unjustly enriched through a financial restatement. The 2023 Plan, the Cabot Oil & Gas Corporation 2014 Incentive Plan, or Prior Cabot Plan, and the legacy Cimarex incentive plans provide that any award made pursuant to ~~comply with these requirements. Unvested restricted stock and unvested restricted stock units may~~such plan be ~~counted in calculating ownership, but options and unvested performance based awards may not~~subject to any applicable clawback policy, so by accepting any award under those plans, each executive has agreed to be ~~counted toward~~bound by the ~~ownership minimum.~~

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 requires that all employees provide notice and obtain pre-approval before engaging in hedging activities in our stock and any such request for approval will only be considered with a valid justification.

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.

38COTERRA ENERGY

TABLE OF CONTENTS ~~COMPENSATION COMMITTEE REPORT~~

~~The following report~~

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 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, ~~2021 for filing with the SEC.~~

2023.

The Compensation Committee

Paul N. Eckley (Chair)

Amanda M. Brock

Hans Helmerich

Marcus A. Watts

February ~~28, 2022~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

20, 2024

~~Back to Contents~~

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 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.

2024 PROXY STATEMENT39

The table below summarizes the total compensation paid to or earned by each of our ~~NEOs~~named executive officers for the year ended December 31, ~~2021. Cash bonus~~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

(1)

The amounts in this column reflect the grant date fair value with respect to restricted stock units and performance share awards for ~~2021~~the relevant fiscal year in accordance with FASB ASC Topic 718. For performance-based awards, the grant date fair value, including the liability component for cash payments over 100 percent of target, was valued using a Monte Carlo model and was based on probable performance ~~paid~~at the time of grant. Assumptions used in the Monte Carlo model for the performance-based awards, as well as additional information regarding accounting for performance-based awards, are included in Note 13 of the Notes to the ~~legacy Cabot NEOs under~~Consolidated Financial Statements included in the Company’s ~~2014 Incentive Plan,~~Annual Report on Form 10-K. The Monte Carlo model values are used solely for financial reporting purposes and are not used by the Compensation Committee when determining the number of shares underlying each award. When determining the number of shares underlying each performance-based award at target performance, the Compensation Committee divided the approved grant date value of the awards by the closing stock price on the date of grant. The grant date value of the 2023 performance-based awards, assuming maximum performance would have been as follows: Mr. 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 $4,150,000; and Mr. 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 ~~listed~~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 is not reflected in the ~~column titled “Non-Equity Incentive Plan Compensation,”~~table above given that they were determined by the ~~Committee at its September 2021 meeting~~legacy Cimarex compensation committee prior to the Merger.

(3)

For all 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 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 “Stock Awards” column in accordance with ~~the Merger Agreement~~SEC guidance.

(4)

Mr. Young was appointed Executive Vice President and ~~to the extent not deferred by the executive, were paid out~~Chief Financial Officer in ~~the first quarter of 2022. For additional information about non-equity incentive plan compensation, see “Annual Cash Incentive Bonus” above.~~

Name and
Principal Position Year Salary
($) Bonus
($)⁽¹⁾ Stock Awards
($)⁽²⁾ Option
Awards
($) Non-Equity
Incentive Plan
Compensation
($)⁽³⁾ Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($) All Other
Compensation
($)⁽⁴⁾ Total
($)
Dan O. Dinges
Executive Chairman;
Former Chairman, President and Chief Executive Officer 2021 1,100,006 – 10,649,843 – 2,502,500 – 302,379 14,554,728
2020 1,142,316 – 11,267,676 – 1,430,000 – 354,714 14,194,706
2019 1,090,392 – 10,441,509 – 1,930,500 – 368,525 13,830,926
Thomas E. Jorden⁽⁵⁾
Chief Executive Officer and President 2021 301,673 – 10,000,000 – – – 760,266 11,061,939
2020 – – – – – – – –
2019 – – – – – – – –
Scott C. Schroeder
Executive Vice President and Chief Financial Officer 2021 629,009 – 4,910,751 – 1,210,825 – 5,433,674 12,184,259
2020 653,206 – 5,121,680 – 691,900 – 207,331 6,674,117
2019 623,437 – 4,746,113 – 934,065 – 212,467 6,516,082
Stephen P. Bell⁽⁶⁾
Executive Vice President, Business Development 2021 149,154 – 3,000,000 – – – – 3,149,154
2020 – – – – – – – –
2019 – – – – – – – –
Steven W. Lindeman
Senior Vice President, Production and Operations 2021 445,012 – 2,211,524 – 623,000 – 3,237,915 6,517,451
2020 462,132 – 1,510,615 – 356,000 – 119,725 2,448,472
2019 440,208 – 1,406,618 – 480,600 – 125,550 2,452,976
Phillip L. Stalnaker
Senior Vice President, Marcellus Business Unit 2021 445,012 – 2,211,524 – 623,000 – 3,217,581 6,497,117
2020 462,132 – 1,510,615 – 356,000 – 101,571 2,430,318
2019 440,208 – 1,406,618 – 480,600 – 105,816 2,433,242
Jeffrey W. Hutton
Senior Vice President, Marketing
2021 445,012 – 1,461,524 – 623,000 – 3,255,463 5,784,999
2020 462,132 – 1,510,615 – 356,000 – 134,097 2,462,844
2019 440,208 – 1,406,618 – 480,600 – 132,487 2,459,913

~~(1)~~	~~Cash bonuses paid to the legacy Cabot NEOs pursuant to the 2014 Incentive Plan for 2021, 2020~~July 2023 and ~~2019 annual performance are listed under the column “Non-Equity Incentive Plan Compensation.”~~
~~(2)~~	The amounts in this column for the legacy Cabot NEOs reflect the grant date fair value with respect to TSR and hybrid performance share awards, and for Messrs. Lindeman and Stalnaker, additional restricted stock 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:

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

Grant Date Grant Date Fair
Value per Share
(Hybrid) Grant Date
Fair Value per
Share (TSR)
February 20, 2019 $24.95 $32.11
February 19, 2020 $15.60 $22.33
February 17, 2021 $18.58 $23.82


	The TSR performance shares, including the liability component for cash payments over 100% of target, were valued using a Monte Carlo model. Assumptions used in the Monte Carlo model for the TSR performance share awards, as well as additional information regarding accounting for performance share awards, are included in Note 13 of the Notes to the Consolidated Financial Statements included in the Company’s Form 10-K for the years shown. 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 Committee used the closing stock price on the date of grant to set the target TSR performance share awards for each of the legacy Cabot NEOs for 2021. The total target stock awards for 2021 at grant date as awarded by the Committee were as follows: Mr. Dinges, $9,000,000; Mr. Schroeder, $4,150,000; Mr. Hutton, $1,250,000; Mr. Stalnaker, $1,250,000; and Mr. Lindeman, $1,250,000. The total maximum stock awards for 2021 at grant date as awarded by the Committee were as follows: Mr. Dinges, $14,850,000; Mr. Schroeder, $6,640,000; Mr. Hutton, $2,000,000; Mr. Stalnaker, $2,000,000; and Mr. Lindeman: $2,000,000. Amounts in this column for the legacy Cimarex NEOs reflect the grant date fair of the restricted stock awarded them in December 2021, which was $20.46, the closing price of the Common Stock on December 13, 2021, the date of grant. The amounts in this column for the performance shares granted to Messrs. Lindeman and Stalnaker in December 2021 also represent the closing price of the Common Stock on December 13, 2021 of $20.46. See “December 2021 Transition Awards” below for more information about the December 2021 grants of restricted stock and performance shares.
~~(3)~~	The amounts in this column reflect cash incentive awards to the legacy Cabot NEOs under the 2014 Incentive Plan, which is discussed in detail above under “Annual Cash Incentive Bonus.” The amount of Messrs. Jorden’s and Bell’s annual bonus award is not reflected in the table above, given that it was determined by the legacy Cimarex compensation committee prior to the Merger. See Footnotes 5 and 6 to this Summary Compensation Table for additional information.
~~(4)~~	For the legacy Cabot NEOs, other than Mr. Dinges, the amounts in this column include (i) the one-time contributions made at the effective time of the Merger to their deferred compensation accounts in return for termination of their rights under their existing change-in-control agreements in the following amounts: $5,243,700 for Mr. Schroeder and $3,131,700 for each of Messrs. Lindeman, Stalnaker and Hutton; (ii) the Company’s matching contributions to the Savings Investment Plan (401(k) plan), which is discussed above under “Elements of Post-Termination Compensation-Savings Investment Plan” and for 2021, totaled $17,100 for each legacy Cabot NEO; and (iii) the 10% 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, which, for 2021 totaled $253,001 for Mr. Dinges; $141,091 for Mr. Schroeder; $80,101 for Mr. Hutton; $59,186 for Mr. Stalnaker and $80,101 for Mr. Lindeman. For all NEOs, the amounts also include some or all of the following:

	•	~~Premiums paid on executive term life insurance;~~
	•	~~Club dues;~~
	•	~~Executive physical examination for the NEOs and their spouses; and~~
	•	~~A financial and tax planning stipend of up to $3,000 per year.~~

	For legacy Cimarex NEOs, the amounts in this column do not include dividends accrued on unvested restricted stock awards prior to the effective time of the Merger but paid after the effective time of the Merger. The amount in this column for Mr. Jorden includes reimbursement for relocation from Cimarex’s headquarters in Denver, Colorado to Coterra’s headquarters in Houston, Texas, in the amount of $742,440, insurance premiums paid on executive term life insurance in the amount of $16,806 and $1,020 for reserved parking, but does not include dividends on unvested restricted stock awards accrued and paid after the effective time of the Merger in the amount of $1,597,018.
~~(5)~~	Mr. Jorden was appointed Coterra’s CEO on October 1, 2021, at the effective time of the Merger and thus, his compensation information reflects only the period from October 1, 2021, through December 31, 2021. The legacy Cimarex compensation committee set Mr. Jorden’s annual bonus award range in February 2021 with a target bonus equal to $1,318,750 and a maximum bonus potential equal to $2,637,500. In connection with the Merger, the legacy Cimarex compensation committee determined the level at which the bonus plan performance criteria were met on the latest practicable date before the closing of the Merger and approved a payout to Mr. Jorden in the amount of $2,500,000, subject to continued employment, which was paid by Coterra in March 2022. The amount of Mr. Jorden’s annual bonus award, is not reflected in the table above, given that it was determined by the legacy Cimarex compensation committee prior to the Merger.
~~(6)~~	Mr. Bell was appointed Coterra’s Executive Vice President, Business Development on October 1, 2021, at the effective time of the Merger and thus, his compensation information reflects only the period from October 1, 2021 through December 31, 2021. The legacy Cimarex compensation committee set Mr. Bell’s annual bonus award range in February 2021 with a target bonus equal to $554,000 and a maximum bonus potential equal to $1,108,000. In connection with the Merger, the legacy Cimarex compensation committee determined the level at which the bonus plan performance criteria were met on the latest practicable date before the closing of the Merger and approved a payout to Mr. Bell in the amount of $1,012,000 subject to continued employment, which was paid by Coterra in March 2022. The amount of Mr. Bell’s annual bonus award is not reflected in the table above, given that it was determined by the legacy Cimarex compensation committee prior to the Merger.

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

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

•	~~the annual total compensation of our CEO, Mr. Jorden, for the year ended December 31, 2021, determined using the methodology described below;~~
•	~~the annual total compensation of our median employee for the year ended December 31, 2021, 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) $ 11,966,969 ⁽¹⁾
Median employee annual total compensation (B) $ 91,440
Ratio of (A) to (B) 131:1

~~(1)~~

~~Determined based on the total compensation paid to Mr. Jorden as reported in the Summary Compensation Table, with adjustments as described below to reflect a full year of service at Coterra.~~

~~CEO Annual Total Compensation~~

~~Because Mr. Jorden became our CEO~~ in connection ~~with the Merger, his total compensation reported in the Summary Compensation Table above is calculated based on payments from Coterra from the effective time~~therewith received a one-time cash payment of the Merger, or October 1, 2021, through December 31, 2021. To provide a more accurate approximation of his total compensation for the year, his base salary reported in the “Salary” column of the Summary Compensation Table above has been annualized, as if he was employed by Coterra at that base salary for the entire year. We believe annualizing Mr. Jorden’s post-Merger base salary reflects the most accurate representation of his total compensation$100,000.

(5)

Messrs. Sirgo and ~~the best basis for comparison to the annual compensation of our median employee.~~

~~Median Employee~~

As permitted by the SEC rules, we are using the same median employee we identified in the “CEO Pay Ratio” section of our proxy statement for our 2021 annual meeting of shareholders and are omitting approximately 680 Cimarex employees thatSmith became employees of Coterra in connection with the Merger. We believe that, other than as a result of the Merger, there has been no change to our employee population or employee compensation arrangements that would result in a significant change to our pay ratio disclosure in this Proxy Statement. For purposes of identifying our median employee, we examined our employee population, excluding our CEO, as of December 31, 2020, as identified in the “CEO Pay Ratio” section of our proxy statement for our 2021 annual meeting of shareholders. In making that determination, and in using the same median employee for this Proxy Statement, we:

•	~~identified the median employee on December 31, 2020;~~
•	used total taxable earnings reported on each employees’ W-2, as determined from Coterra’s payroll records for the period from January 1, 2020 through December 31, 2020 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 Coterra and its consolidated subsidiaries as of December 31, 2020, 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 permanent employees that were not employed by us for all of 2020; 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 2021 for our named executive officers ~~as set forth~~for the 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 not included 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.~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

table.

~~Back to Contents~~

40COTERRA ENERGY

TABLE OF CONTENTS~~2021~~

GRANTS OF PLAN-BASED AWARDS

The table below reports all grants of plan-based awards made ~~by Coterra~~to our named executive officers during ~~2021.~~2023. All grants ~~of awards~~prior to ~~the legacy Cabot NEOs~~May 4, 2023 were made under the ~~Company’s 2014 Incentive Plan and all~~Prior Cabot Plan. All grants ~~of awards to the legacy Cimarex NEOs~~after May 4, 2023 were made under the ~~Amended~~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 ($)		Threshold (#)		Target (#)		Maximum (#)					Exercise or Base Price Of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(4)
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 ~~Restated Cimarex 2019 Equity Incentive Plan, which was assumed by~~maximum annual cash incentive bonus possible payouts on the ~~Company at the effective time~~date indicated. The maximum amount is 200 percent of the ~~Merger.~~

Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards Estimated Future Payouts Under
Equity Incentive Plan Awards All Other
Stock
Awards:
Number of All Other
Option
Awards:
Number of Exercise
or Base Grant Date
Fair Value
Name Grant Date Threshold
($) Target
($) Maximum
($)⁽¹⁾ Threshold
(#) Target
(#)⁽²⁾ Maximum
(#)⁽³⁾ Shares of
Stock or
Units
(#) Securities
Underlying
Options
(#) Price Of
Option
Awards
($/Sh) of Stock
and Option
Awards
($)⁽⁴⁾
Dan O. Dinges 02/17/2021 0 1,430,000 3,575,000
02/17/2021 0 314,855 629,710 7,499,846
02/17/2021 169,537 3,149,997
Thomas E. Jorden 10/01/2021 0 (5) (5)
12/13/2021 488,759 10,000,000
Scott C. Schroeder 02/17/2021 0 691,900 1,729,750
02/17/2021 0 145,183 290,366 3,458,259
02/17/2021 78,175 1,452,492
Stephen P. Bell 12/13/2021 (6) (6) 146,628 3,000,000

Steven W. Lindeman 02/17/2021 0 356,000 890,000
02/17/2021 0 40,366 80,732 961,518
02/17/2021 26,911 500,006
12/13/2021 36,657 750,000
Phillip L. Stalnaker 02/17/2021 0 356,000 890,000
02/17/2021 0 40,366 80,732 961,518
02/17/2021 26,911 500,006
12/13/2021 36,657 750,000
Jeffrey W. Hutton 02/17/2021 0 356,000 890,000
02/17/2021 0 40,366 80,732 961,518
02/17/2021 26,911 500,006

~~(1)~~	Amounts in this column represent a bonus payout of 250% of target. See discussion of the bonus payout factor applicable to the 2021 annual cash incentive bonus in the “Compensation Discussion and Analysis” above under “Annual Cash Incentive Bonus.” See also the actual bonus awards for 2021 in the “Non-Equity Incentive Plan Compensation” column of the “2021 Summary Compensation Table” above.
~~(2)~~	The first amount in this column for each legacy Cabot NEO represents 100% of TSR performance shares, which had a performance period from January 1, 2021 to December 31, 2023. The second amount in this column for each legacy Cabot NEO represents 100% of hybrid performance shares, which were scheduled to 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 had $100 million or more operating cash flow in the fiscal year prior to the vesting date. Pursuant to the terms of the Merger Agreement, effective on the closing of the Merger on October 1, 2021, the unvested TSR performance shares and the unvested hybrid performance shares held by each legacy Cabot NEO vested at target. See the narrative to the table “Grants of Plan-Based Awards” below. The third amount in each column for the legacy Cabot NEOs represents 100% of performance shares granted in December 2021, whichtarget 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 scheduled to vest on September 30, 2024. Amounts in this column for legacy Cimarex NEOs represent the shares of restricted stock awarded to the legacy Cimarex NEOs pursuant to the terms of the Merger Agreement in December 2021, which are scheduled to vest on December 1, 2024. Mr. Bell’s restricted shares will vest pro-rata if he leaves prior to December 1, 2024. See “—Long-Term Incentive Awards—Merger-Related Long-Term Incentive Awards” above and “—December 2021 Transition Awards” below for more information about these grants.
~~(3)~~	~~Amounts in this column represent 200% of the targeted TSR performance shares, although amounts earned in excess of 100% up to 200% were~~ to be 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.~~
~~(4)~~	The amounts in this column reflect the grant date fair value of the TSR performance shares and the hybrid performance shares, respectively, granted to the legacy Cabot NEOs in February 2021, 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 $23.82. The hybrid performance share awards were valued using the Company’s closing stock trading price on the date of grant, which was $18.58. 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, 2021.
~~(5)~~	Mr. Jorden’s annual bonus award range was granted by the legacy Cimarex compensation committee and is not reflected in this table. See Footnote 5 to the Summary Compensation Table for additional information.
~~(6)~~	Mr. Bell’s annual bonus award range was granted by the legacy Cimarex compensation committee and is not reflected in this table. See Footnote 6 to the Summary Compensation Table for additional information.

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

~~TSR Performance Shares~~

The TSR performance shares awarded to legacy Cabot NEOs in 2021 had a three-year performance period, which commenced January 1, 2021, and was set to end December 31, 2023. Each TSR performance share represented 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~~common stock on the Company’s performance. The performance criteria that determined the payout per performance share was 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 was expressed as a percentage equal to common stock price appreciation as averaged for the first and last ~~month~~day of the performance ~~period, plus dividends (on a cumulative reinvested basis). The comparator group consisted~~period.

(3)

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

(4)

Amounts shown reflect the aggregate grant date fair value of the companies listed above under “Industry Peer Group.” Prior to the issuance of shares of Common Stock in respect of a TSR performance share award, the participant had no right to vote or receive dividends on the shares.

~~At the end of the performance period,~~ the TSR performance shares and time-based restricted stock units, as applicable, granted on the date indicated, as computed in accordance with ASC Topic 718. The TSR performance share awards were ~~to be paid in~~valued using a Monte Carlo model and the grant date fair value per share used for financial reporting purposes was $27.93 for shares granted on February 21, 2023 and $31.70 for shares granted on July 6, 2023. The grant date fair value per share of ~~Common Stock and cash~~the time-based restricted stock units is based on the ~~relative ranking~~closing price 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 (highest) 200% 100% stock / 100% cash
2 190% 100% stock / 90% cash
3 175% 100% stock / 75% cash
4 160% 100% stock / 60% cash
5 145% 100% stock / 45% cash
6 130% 100% stock / 30% cash
7 115% 100% stock / 15% cash
8 100% Stock
9 85% Stock
10 70% Stock
11 55% Stock
12 40% Stock
13 25% Stock
14 10% Stock
15 (lowest) 0%

~~In the event of a relative ranking of 1 through 7, corresponding to a percentage payout above 100%, a share of TSR performance~~our common stock ~~entitled 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~~date of ~~a share of Common Stock at~~grant, or $23.00 for awards granted on February 21, 2023 and $24.82 for shares granted on July 6, 2023 (Mr. Young). Additional assumptions used in 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.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the TSR performance shares awarded in 2021, as well as all other unvested TSR performance shares awarded in prior years, were to be vested at the greater of the target level of performance and the level determined or certified by the Committee based on the results achieved during the applicable performance period, with the performance period deemed to end on the latest practicable date prior to the effective time of the Merger and settled in shares of Common Stock and cash, if applicable, under the terms of the award agreements. In September 2021, The Committee certified the results of the outstanding unvestedMonte Carlo model for TSR performance shares and ~~all unvested awards vested at~~other assumptions used in the ~~target level and were settled~~calculation of these amounts are included in ~~shares of Coterra Common Stock.~~

~~Hybrid Performance Shares~~

~~The Hybrid Performance Shares awarded in 2021 were scheduled to vest 25% on each~~Note 13 of the ~~first two anniversaries of~~Notes to the ~~date of grant and 50% on the third anniversary of the date of grant, provided the Company had $100 million or more operating cash flow~~Consolidated Financial Statements included in the ~~fiscal~~Company’s Annual Report on Form 10-K for the year ~~prior~~ended December 31, 2023.

(5)

This amount shown in this row reflects the incremental fair value related to the ~~vesting date. If the performance metric was not met in any given year, then the respective tranche~~modification of hybrid performance shares would be forfeited. Prior to vesting, the participant had no right to vote or receive dividends on such shares, but the unvested shares accrued dividends that were to be paid on the shares that actually vested when they vested.

~~Pursuant to the terms~~certain of the Merger Agreement, the Hybrid Performance Shares awarded in 2021, as well as all other unvested hybrid performance shares awarded in prior years, were to be vested as of the effective time of the Merger if

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

the cash flow performance measure was met, with the performance period deemed to end on the latest practicable date prior to the effective time of the Merger, and settled in shares of Common Stock under the terms of the award agreements. In September 2021, the Committee certified the cash flow performance measure and all unvested hybrid performance share awards vested at the target level and were settled in shares of Coterra Common Stock.

~~December 2021 Transition Awards~~

~~As provided in the Merger Agreement, legacy Cimarex executives, including Messrs. Jorden and Bell, were entitled to receive annual long-term incentive~~Mr. Clason’s outstanding equity awards in ~~December 2021~~connection with Mr. Clason’s separation, and does not reflect a target grant date value not less than the target grant date value of the annual long-term incentive awards granted to such executives in 2020 by Cimarex. The Committee met on December 13, 2021 to consider the terms and such long-term incentive awards and approve the grants to these executives. Although the grant date values of the awards were established by the Merger Agreement and the Jorden Letter Agreement, in establishing the terms of these awards, the Committee considered vesting terms of the awards for the legacy Cimarex executives and determined that the legacy Cimarex executives should be granted time-based restricted stock awards, which are scheduled to vest, subject to their terms, on December 1, 2024. At that time, the Committee also approved additional long-term incentive awards for two of the legacy Cabot NEOs, Messrs. Lindeman and Stalnaker to strengthen paynew equity ~~among the Coterra executive team. For a description of the vesting terms for the December 13, 2021, awards, see above “Long-Term Incentive Awards—Merger-Related Long-Term Incentive Awards”.~~

2024 PROXY STATEMENT41

TABLE OF CONTENTS

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END ~~2021~~

The table below reports for each ~~NEO~~named executive officer outstanding equity awards at December 31, ~~2021,~~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.

Option Awards Stock Awards
Name Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#) Option
Exercise
Price
($) Option
Expiration
Date Number
of Shares
or Units of
Stock That
Have Not
Vested
(#) Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($) Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)⁽¹⁾ Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)⁽²⁾
Dan O. Dinges – –
Thomas E. Jorden 2,147,889 40,809,891
Scott C. Schroeder – –
Stephen P. Bell 146,628 2,785,832
Steven W. Lindeman 36,657 696,483
Phillip L. Stalnaker 36,657 696,483
Jeffrey W. Hutton – –

~~(1)~~

The amounts in this column represent the December 2021 transition awards described in the “—December 2021 Transition Awards” narrative to the “2021 Grants of Plan-Based Awards” table and “—December 2021 Transition Awards” above. For Mr. Jorden, the amounts in this column also include his legacy Cimarex performance-based and time-based restricted stock awards that were assumed by our company and converted into Coterra restricted stock awards that vest as follows: 813,812 shares that vest in December 2022 and 845,318 shares that vest in December 2023.

~~(2)~~

~~Market value is based on the closing price of Coterra’s Common Stock on December 31, 2021, of $19.00 per share.~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

	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

~~Back to Contents~~

(1)

42COTERRA ENERGY

TABLE OF CONTENTS~~2021 OPTION EXERCISES AND~~

STOCK VESTED

The table below reports stock options that were exercised and performance shares that vested during ~~2021,~~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.

Option Awards Stock Awards
Name Number of Shares
Acquired on Exercise
(#)       Value Realized on
Exercise
($)       Number of Shares
Acquired on Vesting
(#)       Value Realized on
Vesting
($)
Dan O. Dinges – – 1,439,157 ⁽¹⁾ 31,474,274 ⁽¹⁾⁽²⁾
Thomas E. Jorden – – 337,142 ⁽³⁾ 6,655,183 ⁽³⁾⁽²⁾
Scott C. Schroeder – – 657,029 ⁽¹⁾ 14,371,420 ⁽¹⁾⁽²⁾
Stephen P. Bell – – 0 0
Steven W. Lindeman – – 196,089 ⁽¹⁾ 4,285,529 ⁽¹⁾⁽²⁾
Phillip L. Stalnaker – – 196,089 ⁽¹⁾ 4,285,529 ⁽¹⁾⁽²⁾
Jeffrey W. Hutton – – 196,089 ⁽¹⁾ 4,285,529 ⁽¹⁾⁽²⁾

~~(1)~~	Represents the number of shares and value realized for TSR performance shares and hybrid performance shares with performance periods ending December 31, 2021, 2022 and 2023, respectively, the vesting of which accelerated on October 1, 2021 pursuant to the terms of the Merger Agreement. See the “—Long-Term Incentive Awards—Determination of TSR Performance Shares and Hybrid Performance Shares Payout” section for additional detail.	Stock Awards
~~(2)~~	~~These values were determined by multiplying the number~~Name	Number of ~~shares that vested by Coterra’s closing price~~Shares Acquired on ~~October 1, 2021 of $22.25, and do not indicate that there was a sale of these shares by the NEO.~~Vesting (#)		Value Realized on Vesting ($)
~~(3)~~	Represents the number of shares and value realized upon the vesting, after the effective time of the Merger, of a restricted stock award which was previously granted by Cimarex and converted on October 1, 2021, to a Coterra award with the same vesting period.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)

2024 PROXY STATEMENT43

TABLE OF CONTENTS 

NONQUALIFIED DEFERRED COMPENSATION

The table below reports ~~legacy Cabot 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 ~~2021.~~

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⁾
Dan O. Dinges           $ 0         $ 231,901   $ 3,116,539 $ 0     $ 17,602,371
Scott C. Schroeder $ 0 $ 5,354,691 $ 1,542,925 $ 0 $ 13,669,385
Steven W. Lindeman $ 0 $ 3,190,701 $ 425,047 $ 0 $ 4,475,360
Phillip L. Stalnaker $ 209,152 $ 3,169,786 $ 498,578 $ 0 $ 5,777,143
Jeffrey W. Hutton $ 0 $ 3,190,701 $ 211 $ 0 $ 4,507,980

~~(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”. These amounts include the one-time contributions made at the effective time of the Merger to Messrs. Schroeder’s, Stalnaker’s, Lindeman’s and Hutton’s deferred compensation accounts in return for termination of their rights under their existing change-in-control agreements. See the “—2021 Compensation Decisions—Merger-Related Compensation Decision—Termination of Legacy Cabot Change-in-control Agreements” and “—Change-in-Control and Severance Agreements—Legacy Cabot Change-in-Control-Agreements” sections and Footnote 4 to the Summary Compensation Table for additional information.
~~(3)~~	~~Amounts reported in this column are not included in the Summary Compensation Table.~~
~~(4)~~	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. Lindeman, $2,875; Stalnaker, $979,085; and Mr. Hutton, $553,350.

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

the 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).

~~Back to Contents~~

The table below ~~represents legacy Cimarex NEO contributions,~~reports, earnings, withdrawals/distributions and aggregate balances in the legacy Cimarex ~~SSP from October~~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 January 1, ~~2021,~~2023; plus earnings for the ~~effective time of the Merger, through~~year ended December 31, ~~2021. The Cimarex SSP has been frozen, effective January 1, 2022. For more information about~~2023, less any distributions (shown in the ~~Cimarex SSP, see “Elements~~appropriate columns of ~~Post-Termination Compensation—Retirement Compensation—Cimarex Supplemental Savings Plan” above.~~

Name Executive
Contributions
in Last FY
($)⁽¹⁾        Registrant
Contributions
in Last FY
($)        Aggregate
Earnings
in Last FY
($)⁽²⁾        Aggregate
Withdrawals/
Distributions
($)⁽³⁾        Aggregate
Balance
at Last FYE
($)
Thomas E. Jorden $30,167 $ 0        $ 21,717 ($1,353,608 ) $30,711
Stephen P. Bell $10,441 $ 0        $ 8 ($1,054,804 ) $10,441

~~(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 not included in the Summary Compensation Table.~~
~~(3)~~	Distribution pursuant to the liquidation of account balances in the Cimarex Supplemental Savings Plan as of October 1, 2021 in connection with the Merger. The plan remains in effect for elections made in 2020 for the 2021 plan year.

this table).

Under the ~~legacy Cabot~~Coterra Energy Inc. Deferred Compensation Plan, up to ~~100%~~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, 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 2021, the investment options and their respective rates of return follow:~~

Fund Name Rate of Return Fund Name Rate of Return
Coterra Energy Inc. Common Stock 23.50 % Fidelity^®Mid Cap Index Fund 22.56 %
Carillon Scout Mid Cap Class R-6 15.99 % Fidelity^®500 Index Fund 28.69 %
Davis NY Venture Fund Class Y 12.78 % Fidelity^®Capital Appreciation Fund Class K 24.34 %
Fidelity Freedom^® K 2005 3.97 % Fidelity^®Global Ex US Index Fund 7.76 %
Fidelity Freedom^® K 2010 5.64 % Fidelity^®Government Money Market Fund 0.01 %
Fidelity Freedom^® K 2015 7.81 % Fidelity^®Government Money Market Fund Premium Fund 0.01 %
Fidelity Freedom^® K 2020 9.02 % Fidelity^®International Discovery Fund Class K 11.26 %
Fidelity Freedom^® K 2025 10.17 % Fidelity^®Real Estate Index Fund 40.66 %
Fidelity Freedom^® K 2030 11.53 % Fidelity^®Small Cap Index Fund 14.72 %
Fidelity Freedom^® K 2035 14.42 % Fidelity^®U.S. Bond Index Fund -1.79 %
Fidelity Freedom^® K 2040 16.52 % Glenmede Small Cap Equity Portfolio IS Class 29.10 %
Fidelity Freedom^® K 2045 16.60 % John Hancock Disciplined Value Fund Class R6 30.24 %
Fidelity Freedom^® K 2050 16.58 % Oakmark Equity & Income Fund Investor Class 21.55 %
Fidelity Freedom^® K 2055 16.56 % Oakmark Fund Investor Class 34.20 %
Fidelity Freedom^® K 2060 16.60 % T. Rowe Price Blue Chip Growth Fund I Class 17.85 %
Fidelity Freedom^® K 2065 16.53 % Western Asset Core Bond Fund Class I -1.80 %
Fidelity Freedom^® K Income 3.15 %

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

44COTERRA ENERGY

TABLE OF CONTENTS

elections can only be delayed not accelerated.

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%~~50 percent of salary and ~~100%~~100 percent of annual cash incentive bonus (subject to certain limitations) iswere 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 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

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

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 ~~legacy Cabot~~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.

2024 PROXY STATEMENT45

TABLE OF CONTENTS

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

~~Change-in-Control Agreements~~

~~As described above,~~

Mr. ~~Dinges is party to a change-in-control~~Jorden Employment Agreement

In September 2023, Mr. Jorden entered into the Jorden Letter Agreement, which, together with Mr. Jorden’s legacy Cimarex severance compensation agreement, ~~with~~sets forth the ~~Company (the “Dinges Change-in-Control Agreement”).~~

~~In the Dinges Change-in-Control Agreement, 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 involving the Company or the issuances of shares of common stock of the Company, an acquisition by the Company of another entity, 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~~terms of the ~~Company.~~

severance payments and benefits to which Mr. Jorden may become entitled upon a termination of his employment in certain circumstances. The ~~Dinges Change-in-Control~~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 ~~event of~~Jorden Letter Agreement and Mr. Jorden’s legacy Cimarex severance compensation agreement, upon a change in control or upon an occurrence deemed to be in anticipation of a change in control, Mr. Dinges will receive certain benefits, provided that his employment is terminated within two years of the change in control unless his termination is:

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

~~Additionally, the Dinges Agreement provides that in the event of any~~ termination of Mr. ~~Dinges’~~Jorden’s employment byother 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 ~~Company~~product of (1) the average annual bonus paid to Mr. Jorden for the two fiscal years prior to ~~or upon~~termination and (2) a fraction, the ~~expiration~~numerator of which is the ~~Employment Period, Mr. Dinges shall receive~~number of days in the ~~benefits payable under~~calendar year through the ~~Dinges Change-in-Control Agreement.~~

~~Benefits under~~date of termination and the ~~Dinges Change-in-Control Agreement generally include:~~

denominator of which is 365.

~~a lump-sum~~

•

thirty-six monthly cash ~~payment~~payments equal, in the aggregate, 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~~ ◦ Mr. Jorden’s annual base salary received 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;

•	~~payment of a target bonus for the fiscal year of termination, prorated for the actual days served;~~
•	~~three years of continued medical, dental and life insurance coverage at the premium rate applicable to active executives;~~
•	~~outplacement assistance in an amount up to 15% of the executive’s base salary; and~~
•	accelerated vesting of all equity awards immediately upon a change in control, subject, in the case of the TSR performance shares, to the level of the Company’s TSR performance relative to its peers as of the last day of the month immediately preceding the month in which the change-in-control event occurs.

~~The Dinges Change-in-Control Agreement provides that in~~ the event that excise taxes apply to payments to Mr. Dinges by the Company upon a change in control, the Company will make an additional tax gross-up payment to Mr. Dinges in an amount necessary to leave the executive “whole,” as if no excise tax had applied.

As discussed in more detail above in the “—2021 Compensation Decisions—Merger-Related Compensation Decisions—Termination of Legacy Cabot Change-in-Control Agreements” and “—Change-in-Control and Severance Agreements—Legacy Cabot Change-in-Control-Agreements” sections, the legacy Cabot NEOs other than Mr. Dinges entered into letter agreements whereby each such NEO waived his or her rights24 months prior to the ~~change-in-control payments provided for in~~ date of termination, divided by two, and

◦

the ~~existing change-in-control agreements and made additional non-competition and non-solicitation covenants in favor~~amount of ~~Coterra, in exchange for a one-time payment in an amount equal~~cash incentive awards received by Mr. Jorden during the 24 months prior to the ~~lump-sum cash payment provided in their existing change-in-control agreements.~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

date of termination, divided by two; and

~~Back to Contents~~

~~Severance Agreements~~

~~Messrs. Jorden and Bell are each party to legacy Cimarex severance compensation agreements.~~

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

•	~~acquisition of 30% 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 shareholders of the Company prior to the transaction continue to own at least 40% of the outstanding common stock and combined voting power of the resulting entity, or~~
	•	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; and

~~a liquidation or dissolution of the Company or a sale of substantially all of its assets.~~•

~~The Merger constituted a change in control under the severance compensation agreements.~~

The separation agreements provide that, in the event of a termination of employment by the Company other than for cause, death or disability, or a termination for good reason, the executive will receive certain benefits, with such benefits being enhanced if the termination occurs within two years following a change in control.

~~Benefits under the separation agreements generally include:~~

•	~~a pro-rated annual bonus for the number of days in the calendar year through the date of termination,~~
•	cash payments equal to 1.5 or 2 times (in the event the termination occurs outside of two years of a change in control) or 2 or 3 times (in the event the termination occurs within two years of a change in control) the sum of:

	•	~~the executive’s annual base salary received during the 24 months prior to the date of termination and~~
	•	~~the amount of cash incentive awards received by the executive officer 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 ~~1.5 or 2 times (in the event the termination occurs outside of two years of a change~~for 36 months following his termination.

Except as otherwise provided in ~~control) or 2 or 3 times (in the event the termination occurs within two years of a change in control).~~

The legacy Cimarex severance compensation agreements contain a Section 280G “best-net” cutback provision, which provides that, if the total payments to the executive officer under his severance compensationan award agreement, would exceed the applicable threshold under Section 280G of the Code,then those payments will be reduced to the applicable threshold 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.

The legacy Cimarex severance compensation agreements also provide that, in the event of a termination without cause or for good reason prior to a change in control, time-based equity awards will vest pro-rata based on the period of continuous service elapsed in the vesting period as of the date of termination as compared to the total duration of the vesting period and subject to compliance with certain non-solicitation covenants, a pro-rata portion of performance-based equity awards, based on the time employed during the performance period, shall remain outstanding and eligible to vest if and to the extent the performance metrics in the applicable award agreements are met.

~~The Jorden Letter Agreement further provides that,~~ upon a termination without cause or for good reason, ~~during Mr. Jorden’s Employment Period,~~ 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.~~

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 then applicable to other executive officers of Coterra.

For a description of the 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”).

46COTERRA ENERGY

TABLE OF CONTENTS

The 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 bonuses are paid to active employees;

•

cash payments equal, in the aggregate, to 1.5 times (in the event the qualifying termination is not a CIC termination) or two times (in the event of a CIC termination) the sum of:

◦

the executive officer’s highest annualized base salary in 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 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 (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 CIC termination, the executive officer’s equity awards will be treated as set forth in 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 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:

•

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, “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.

2024 PROXY STATEMENT47

TABLE OF CONTENTS

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 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 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 responsibilities, authorities, powers or functions; (2) a reduction of Mr. Bell’s base salary; (3) a material reduction in 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 in control” as the Coterra severance compensation agreements, except that 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. Clason’s separation, pursuant to the legacy Cimarex severance and compensation agreement to which he was party, Mr. Clason became eligible to receive cash severance payments and benefits that were subject to Mr. Clason’s execution of a release of claims and are detailed in the “Christopher H. Clason” table below. Mr. Clason began receiving such payments and benefits in 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 “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 through the original vesting date of such awards and (ii) 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 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 Section 280G “best-net” cutback provision, because of the structure of the 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 and benefits.

Equity Award Agreements

The award agreements for ~~Messrs. Lindeman and Stalnaker’s December 2021 long-term equity awards include provisions for~~ the ~~immediate vesting of all unvested awards upon a change in control.~~

~~The award agreements for Messrs. Jorden’s and Bell’s December 2021 long-term~~named executive officer’s equity awards include provisions for the immediate vesting of all unvested awards upon a change in control or upon the termination of ~~Messrs. Jorden’s or Bell’s~~the named executive officer’s employment due to death or disability. Mr. Young’s award agreements entered into in connection with the commencement of his employment also provide for immediate vesting of all unvested awards upon his termination without cause or resignation for good reason. Additionally, the named executive officer’s February 2023 equity awards are eligible for retirement vesting pursuant to the Company’s retirement policy, which policy provides that, among other requirements and as determined by 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 ~~agreement~~ agreements

48COTERRA ENERGY

TABLE OF CONTENTS

further ~~provides~~provide for prorated vesting of his December 2021 and February 2022 long-term equity incentive ~~award~~awards upon his termination by(except for a termination for cause with respect to the ~~Company without cause or resignation for good reason.~~

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

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

granted in December 2021).

~~Back to Contents~~

Potential Payments to ~~NEOs~~

Named Executive Officers

The tables below reflect the compensation payable to each ~~NEO~~named executive officer upon a voluntary resignation, retirement, involuntary not-for-cause termination, for cause termination, termination following a ~~change-in-control,~~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, ~~2021. The value~~2023, except for Messrs. Schroeder and Clason, whose tables reflect the amounts paid to each of ~~any accelerated long-term incentive awards was computed using the closing price of the Company’s Common Stock on December 31, 2021 of $19.00.~~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.

~~Dan O. Dinges,~~ ~~Executive Chairman~~

Executive Benefit and Payments
Upon Separation Voluntary
Resignation Retirement Involuntary
Not For Cause
Termination⁽¹⁾ For Cause
Termination Change In
Control Disability Death
Compensation
Multiple of Salary (3x) – – $ 3,300,000 – $ 3,300,000 – –
Multiple of Bonus (3x) – – $ 6,300,000 – $ 6,300,000 – –
Current Year Bonus – – – – – – –
Long-Term Incentive Compensation
Performance Share Vesting – – – – – – –
Benefits & Perquisites
Payout of Deferred Compensation⁽²⁾ $ 17,602,371 $ 17,602,371 $ 17,602,371 $ 17,602,371 $ 17,602,371 $ 17,602,371 $ 17,602,371
Health, Life, and Welfare Benefits Continuation – – $ 77,962 – $ 77,962 – –
Excise Tax & Gross-Up – – – – – – –
Outplacement Services – – $ 165,000 – $ 165,000 – –
Earned Vacation $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Total $ 17,602,371 $ 17,602,371 $ 27,445,333 $ 17,602,371 $ 27,445,333 $ 17,602,371 $ 17,602,371

~~(1)~~

Pursuant to the terms of the Dinges Agreement, upon certain terminations of employment within two years following a change in control, or a termination of employment prior to the end of the Dinges Employment Period, Mr. Dinges is generally entitled to the benefits set forth in the Change-in-Control Agreement, which include (1) a lump-sum cash payment equal to (x) three times the sum of his base salary and (y) the greater of his target bonus or actual annual bonus paid in three prior years, (2) three years of continued medical, dental and life insurance coverage, and (3) outplacement assistance. As of December 31, 2021, Mr. Dinges did not hold any unvested equity awards.

~~(2)~~

Amounts in this row represent earned compensation voluntarily deferred by the NEO under the terms of the deferred compensation plan. For more information, see “2021 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.

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

2024 PROXY STATEMENT49

TABLE OF CONTENTS

Thomas E. Jorden,Chief Executive Officer and President

Executive Benefit and Payments
Upon Separation Voluntary
Resignation Involuntary Not For
Cause Termination
or “Good Reason”
Resignation⁽¹⁾ For Cause
Termination Change In
Control⁽²⁾ Disability Death
Compensation
Multiple of Salary (2x or 3x) – $ 2,250,000 – $ 3,375,000 – –
Multiple of Bonus (2x or 3x) – $ 2,925,000 – $ 4,387,500 – –
Current Year Bonus (pro-rated) – – – – – –
Long-Term Incentive Compensation
Restricted Stock Vesting⁽³⁾ – $ 40,809,891 – $ 40,809,891 $ 40,809,891 $ 40,809,891
Benefits & Perquisites
Payout of Deferred Compensation⁽⁴⁾ $ 30,711 $ 30,711 $ 30,711 $ 30,711 $ 30,711 $ 30,711
Health, Life, and Welfare Benefits Continuation – $ 67,223 – $ 100,835 – –
Excise Tax & Gross-Up – – – – – –
Outplacement Services – – – – – –
Earned Vacation $ 105,470 $ 105,470 $ 105,470 $ 105,470 $ 105,470 $ 105,470
Total $ 136,181 $ 46,242,542 $ 136,181 $ 48,863,654 $ 40,946,072 $ 40,946,072

~~(1)~~	Pursuant to Mr. Jorden’s legacy Cimarex severance compensation agreement, Mr. Jorden is entitled to payments equal to (1) two times the sum of (a) the average of his annual base salary received during the 24 months prior to his termination and (b) the average of his cash incentive awards received during the 24 months prior to his termination; (2) a pro-rated bonus for the calendar year of termination, based on the average of the last two annual bonuses paid to him; and (3) 24 months of continued medical, dental, vision disability and life insurance benefits. Because the 2021 bonus amounts were scored by the legacy Cimarex compensation committee, the table assumes that if Mr. Jorden had terminated his employment on December 31, 2021, he would not receive the pro-rated bonus, as such amount would have already been earned. The Merger constituted a change in control under Mr. Jorden’s legacy Cimarex severance compensation agreement but for illustrative purposes, this column assumes that no change in control has occurred to highlight the difference in separation benefits Mr. Jorden would receive if he were to be terminated without cause or resign for good reason outside of a change in control and those he would receive were such a termination to occur in connection with a change in control. However, if Mr. Jorden had actually been terminated without cause or resign for good reason, in each case, as of December 31, 2021, because the Merger constituted a change in control under his legacy Cimarex severance compensation agreement and because December 31, 2021 would have fallen within the period during which his termination would have been deemed to occur in connection with a change in control, he would have been entitled to the amounts set forth in the change in control column.
~~(2)~~	Pursuant to Mr. Jorden’s legacy Cimarex severance compensation agreement, if Mr. Jorden is terminated without cause or for good reason within a specified time following a change in control, Mr. Jorden is entitled to payments equal to (1) three times the sum of (a) the average of his annual base salary received during the 24 months prior to his termination and (b) the average of his cash incentive awards received during the 24 months prior to his termination; (2) a pro-rated bonus for the calendar year of termination, based on the average of the last two annual bonuses paid to him; and (3) 36 months of continued medical, dental, vision disability and life insurance benefits. Because the 2021 bonus amounts were scored by the legacy Cimarex compensation committee, the table assumes that if Mr. Jorden had terminated his employment on December 31, 2021, he would not receive the pro-rated bonus, as such amount would have already been earned.
~~(3)~~	Pursuant to the Jorden Letter Agreement, if Mr. Jorden’s employment is terminated without cause or for good reason, or due to Mr. Jorden’s death or disability, his outstanding equity awards will vest in full.
~~(4)~~	Amounts in this row represent earned compensation voluntarily deferred by the NEO under the terms of the deferred compensation plan. For more information, see “2021 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.

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

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

~~Back to Contents~~

(1)

~~Scott C. Schroeder,~~

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.

50COTERRA ENERGY

TABLE OF CONTENTS

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)

Executive Benefit and Payments
Upon Separation Voluntary
Resignation Involuntary
Not For Cause
Termination For Cause
Termination Change In
Control Disability Death
Benefits & Perquisites
Payout of Deferred Compensation⁽²⁾ $ 13,669,385 $ 13,669,385 $ 13,669,385 $ 13,669,385 $ 13,669,385 $ 13,669,385
Health, Life, and Welfare Benefits Continuation – – – – – –
Excise Tax & Gross-Up – – – – – –
Outplacement Services – – – – – –
Earned Vacation $ 41,856 $ 41,856 $ 41,856 $ 41,856 $ 41,856 $ 41,856
Total $ 13,711,241 $ 13,711,241 $ 13,711,241 $ 13,711,241 $ 13,711,241 $ 13,711,241

~~(1)~~

As discussed above in the “–2021 Compensation Decisions–Merger-Related Compensation Decision–Termination of Legacy Cabot Change-in-Control Agreements” and “–Change-in-Control and Severance Agreements–Legacy Cabot Change-in-Control-Agreements” sections, in connection with the Merger Mr. Schroeder waived his change-in-control agreement in exchange for a one-time payment to his deferred compensation account and therefore is not entitled to any severance compensation or benefits in connection with a termination of his employment.

~~(2)~~

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.

2024 PROXY STATEMENT51

TABLE OF CONTENTS

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 ~~Business Development~~

Executive Benefit and Payments
Upon Separation Involuntary Not For
Cause Termination
or “Good Reason”
Resignation⁽¹⁾ For Cause
Termination Change In
Control⁽²⁾ Disability Death
Compensation
Multiple of Salary $ 831,000 – $ 1,108,000 – –
Multiple of Bonus $ 831,000 – $ 1,108,000 – –
Current Year Bonus – – – – –
Long-Term Incentive Compensation
Restricted Stock Vesting⁽³⁾ $ 45,794 – $ 2,785,832 $ 2,785,832 $ 2,785,832
Benefits & Perquisites
Payout of Deferred Compensation⁽⁴⁾ $ 10,441 $ 10,441 $ 10,441 $ 10,441 $ 10,441
Health, Life, and Welfare Benefits Continuation $ 20,273 – $ 27,031 – –
Excise Tax & Gross-Up – – – – –
Outplacement Services – – – – –
Earned Vacation $ 63,924 $ 63,924 $ 63,924 $ 63,924 $ 63,924
Total $ 1,802,432 $ 74,365 $ 5,103,228 $ 2,860,197 $ 2,860,197

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 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.

(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 receive certain health benefit coverage. Such health benefit coverage is a contributory plan with participants’ contributions adjusted annually.

2024 PROXY STATEMENT55

TABLE OF CONTENTS

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)~~	Pursuant to Mr. Bell’s legacy Cimarex severance compensation agreement, Mr. Bell is entitled to payments equal to (1) one-and-a-half times the sum of (a) the average of his annual base salary received during the 24 months prior to his termination and (b) the average of his cash incentive awards received during the 24 months prior to his termination; (2) a pro-rated bonus for the calendar year of termination, based on the average of the last two annual bonuses paid to him; and (3) 18 months of continued medical, dental, vision disability and life insurance benefits. Because the 2021 bonus /amounts were scored by the legacy Cimarex compensation committee, the table assumes that if Mr. Bell had terminated his employment on December 31, 2021, he would not receive the pro-rated bonus, as such amount would have already been earned. The Merger constituted a change in control under Mr. Bell’s legacy Cimarex severance compensation agreement but for illustrative purposes, this column assumes that no change in control has occurred to highlight the difference in separation benefits Mr. Bell would receive if he were to be terminated without cause or resign for good reason outside of a change in control and those he would receive were such a termination to occur in connection with a change in control. However, if Mr. Bell had actually been terminated without cause or resign for good reason, in each case, as of December 31, 2021, because the Merger constituted a change in control under his legacy Cimarex severance compensation agreement and because December 31, 2021 would have fallen within the period during which his termination would have been deemed to occur in connection with a change in control, he would have been entitled to the amounts set forth in the change in control column.Year	Non-CEO NEOs
~~(2)~~	~~Pursuant to Mr. Bell’s legacy Cimarex severance compensation agreement, if Mr.~~2023	Shannon E. Young III, Stephen P. Bell, ~~is terminated without cause or for good reason within a specified time following a change in control, Mr.~~Blake A. Sirgo, Kevin W. Smith, Scott C. Schroeder, and Christopher H. Clason
	2022	Scott C. Schroeder, Dan O. Dinges, Stephen P. Bell, ~~is entitled to payments equal to (1) two times the sum of (a) the average of his annual base salary received during the 24 months prior to his termination~~ and (b) the average of his cash incentive awards received during the 24 months prior to his termination; (2) a pro-rated bonus for the calendar year of termination, based on the average of the last two annual bonuses paid to him;Christopher H. Clason
	2021	Scott C. Schroeder, Stephen P. Bell, Steven W. Lindeman, Phillip L. Stalnaker and ~~(3) 24 months of continued medical, dental, vision disability~~Jeffrey W. Hutton
	2020	Scott C. Schroeder, Steven W. Lindeman, Phillip L. Stalnaker and life insurance benefits. Because the 2021 bonus amounts were scored by the legacy Cimarex compensation committee, the table assumes that if Mr. Bell had terminated his employment on December 31, 2021, he would not receive the pro-rated bonus, as such amount would have already been earned.Jeffrey W. Hutton

58COTERRA ENERGY

TABLE OF CONTENTS

(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.

2024 PROXY STATEMENT59

TABLE OF CONTENTS

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

TABLE OF CONTENTS

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.

2024 PROXY STATEMENT61

TABLE OF CONTENTS

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:

Plan Category

(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 Column (a))

Equity compensation plans approved by security holders

7,421,198(1)

15.66(2)

27,823,920(3)

Equity compensation plans not approved by security holders

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.

62COTERRA ENERGY

TABLE OF CONTENTS

AUDIT MATTERS

~~Back to Contents~~

PROPOSAL 4

~~(3)~~

For the equity awards granted to Mr. Bell in December 2021, 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 (1) in the event of Mr. Bell’s termination by the Company not for cause or resignation for good reason, the award will vest pro-rata based on the number of days that elapsed between December 1, 2021 and the date of his termination, over the full vesting period, and (2) the award 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.

~~(4)~~

~~Steven W. Lindeman, Senior~~ ~~Vice President, Production and Operations~~⁽¹⁾

Executive Benefit and Payments
Upon Separation Retirement Involuntary
Not For Cause
Termination For Cause
Termination Change In
Control Disability Death
Long-Term Incentive Compensation
Performance Share Vesting⁽²⁾ $ 696,483 – – $ 696,483 $ 696,483 $ 696,483
Benefits & Perquisites
Payout of Deferred Compensation⁽³⁾ $ 4,475,360 $ 4,475,360 $ 4,475,360 $ 4,475,360 $ 4,475,360 $ 4,475,360
Health, Life, and Welfare Benefits Continuation – – – – – –
Excise Tax & Gross-Up – – – – – –
Outplacement Services – – – – – –
Earned Vacation $ 29,180 $ 29,180 $ 29,180 $ 29,180 $ 29,180 $ 29,180
Total $ 5,201,023 $ 4,504,540 $ 4,504,540 $ 5,201,023 $ 5,201,023 $ 5,201,023

~~(1)~~	As discussed above in the “–2021 Compensation Decisions–Merger-Related Compensation Decision–Termination of Legacy Cabot Change-in-Control Agreements” and “–Change-in-Control and Severance Agreements–Legacy Cabot Change-in-Control-Agreements” sections, in connection with the Merger Mr. Lindeman waived his change-in-control agreement in exchange for a one-time payment to his deferred compensation account and therefore is not entitled to any severance compensation or benefits in connection with a termination of his employment.
~~(2)~~APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	For the equity awards granted to Mr. Lindeman in December 2021 to promote pay equity among the executive officer group, receipt of the full payout will occur at the original vesting date set forth in the award agreement 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.
~~(3)~~	Amounts in this row represent earned compensation voluntarily deferred by the NEO under the terms of the deferred compensation plan. For more information, see “2021 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.

~~Phillip L. Stalnaker,~~ ~~Senior Vice President, Marcellus Business Unit~~⁽¹⁾

Executive Benefit and Payments
Upon Separation Retirement
Involuntary
Not For Cause
Termination
For Cause
Termination Change In
Control Disability Death
Long-Term Incentive Compensation
Performance Share Vesting⁽²⁾ $ 696,483 – – $ 696,483 $ 696,483 $ 696,483
Benefits & Perquisites
Payout of Deferred Compensation⁽³⁾ $ 5,777,143 $ 5,777,143 $ 5,777,143 $ 5,777,143 $ 5,777,143 $ 5,777,143
Health, Life, and Welfare Benefits Continuation – – – – – –
Excise Tax & Gross-Up – – – – – –
Outplacement Services – – – – – –
Earned Vacation $ 14,636 $ 14,636 $ 14,636 $ 14,636 $ 14,636 $ 14,636
Total $ 6,488,262 $ 5,791,779 $ 5,791,779 $ 6,488,262 $ 6,488,262 $ 6,488,262

~~(1)~~	As discussed above in the “–2021 Compensation Decisions–Merger-Related Compensation Decision–Termination of Legacy Cabot Change-in-Control Agreements” and “–Change-in-Control and Severance Agreements–Legacy Cabot Change-in-Control-Agreements” sections, in connection with the Merger Mr. Stalnaker waived his change-in-control agreement in exchange for a one-time payment to his deferred compensation account and therefore is not entitled to any severance compensation or benefits in connection with a termination of his employment.
~~(2)~~	For the equity awards granted to Mr. Stalnaker in December 2021 to promote pay equity among the executive officer group, receipt of the full payout will occur at the original vesting date set forth in the award agreement 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.
~~(3)~~	Amounts in this row represent earned compensation voluntarily deferred by the NEO under the terms of the deferred compensation plan. For more information, see “2021 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.

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

~~Jeffrey W. Hutton,~~ ~~Senior Vice President, Marketing~~⁽¹⁾

Executive Benefit and Payments
Upon Separation Involuntary
Not For Cause
Termination For Cause
Termination Change In
Control Disability Death
Benefits & Perquisites
Payout of Deferred Compensation⁽²⁾ $ 4,507,980 $ 4,507,980 $ 4,507,980 $ 4,507,980 $ 4,507,980
Health, Life, and Welfare Benefits Continuation – – – – –
Excise Tax & Gross-Up – – – – –
Outplacement Services – – – – –
Earned Vacation $ 81,172 $ 81,172 $ 81,172 $ 81,172 $ 81,172
Total $ 4,589,152 $ 4,589,152 $ 4,589,152 $ 4,589,152 $ 4,589,152

~~(1)~~

As discussed above in the “–2021 Compensation Decisions–Merger-Related Compensation Decision–Termination of Legacy Cabot Change-in-Control Agreements” and “–Change-in-Control and Severance Agreements–Legacy Cabot Change-in-Control-Agreements” sections, in connection with the Merger Mr. Hutton waived his change-in-control agreement in exchange for a one-time payment to his deferred compensation account and therefore is not entitled to any severance compensation or benefits in connection with a termination of his employment.

~~(2)~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

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 ~~2022.~~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 ~~the firm~~ 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.~~

annual meeting.

See “Audit Committee Report” ~~above~~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.

THE BOARD OF DIRECTORS UNANIMOUSLYRECOMMENDS 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 ~~2022~~2024 FISCAL YEAR.

Fees Billed by Independent Registered Public Accounting Firm for Services in ~~2021~~2023 and ~~2020~~

Fee Type* 2021 2020
Audit Fees⁽¹⁾ $ 2,600,000 $ 1,795,000
Audit Related Fees⁽²⁾ $ 500,000 –
Tax Fees⁽³⁾ $ 1,068,145 $ 1,492,446
All Other Fees⁽⁴⁾ $ 900 $ 4,500

*	~~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)~~	~~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.~~
~~(3)~~	~~Consists of federal and state tax compliance and tax planning advice.~~
~~(4)~~	~~Consists of fees associated with an accounting research software license and reference materials.~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

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.

2024 PROXY STATEMENT63

TABLE OF CONTENTS

~~Back to Contents~~

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 ~~at least one~~each of the members of the Audit Committee ~~Ms. Ables,~~ 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 ~~2021.~~

~~REVIEW OF AUDITED FINANCIAL STATEMENTS WITH MANAGEMENT~~

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~~

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~~

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, ~~2021~~2023, and filed with the SEC.

Audit Committee

Dorothy M. Ables, Chair

Robert S. Boswell

Lisa A. Stewart

Frances M. Vallejo

February ~~18, 2022~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

20, 2024

64COTERRA ENERGY

TABLE OF CONTENTS

SECURITY OWNERSHIP

PRINCIPAL STOCKHOLDERS

The following table reports, as of February 15, 2024, beneficial ownership of the Company’s common stock by holders of more than five percent of the Company’s common stock as 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.

2024 PROXY STATEMENT65

TABLE OF CONTENTS

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 the “Summary Compensation Table” below and by all directors, nominees and executive officers as a group. Unless otherwise indicated and pursuant to applicable community property laws, the persons below have sole voting and investment power with respect to the shares of common stock shown as beneficially owned by them.

~~Back to Contents~~

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%

66COTERRA ENERGY

~~PROPOSAL 3~~
~~TO APPROVE, BY NON-BINDING ADVISORY VOTE,~~
~~THE COMPENSATION~~TABLE OF ~~OUR NAMED EXECUTIVE~~
~~OFFICERS~~CONTENTS

DELINQUENT SECTION 16(a) REPORTS

~~In accordance with~~

Section ~~14A~~16(a) of the Exchange Act and the related rules of the SEC, the shareholders of the Company are entitled to cast an annual advisory vote at the Annual Meeting to approve the compensation of the Company’s NEOs, as disclosed in this Proxy Statement. The shareholder vote on executive compensation is an advisory vote only, and it is not binding on the Company or the Board of Directors. Although the vote is non-binding, the Compensation Committee and the Board value the opinions of the shareholders and will consider the outcome of the vote when making future compensation decisions. It is expected that the next say on pay vote will occur at the 2023 annual meeting of stockholders.

~~As described more fully in the Compensation Discussion and Analysis section of this Proxy Statement,~~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;~~
•	~~Attract, retain, and engage talented executives; and~~
•	~~Support a long-term performance-based culture throughout the Company.~~

~~The executive compensation program seeks~~officers and directors to ~~align executive compensation~~file initial reports of ownership and reports of changes in ownership of our common stock with ~~shareholder value~~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 ~~an annual and long-term basis through~~ a ~~combination~~review 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 financial returns, measured by ROCE and free cash flow, along with absolute levelsthe copies of ~~production and reserves, paired with finding costs and unit costs, and a discretionary strategic component. For 2021, the aggregate bonus award pool for the annual cash incentive bonus paid~~such reports furnished to the ~~legacy Cabot NEOs was 175% of the target bonus, which included the award of the discretionary strategic evaluation metric~~Company, and written representations that those reports accurately reflect all reportable transactions and holdings, all reports required by Section 16(a) were timely filed in ~~part for the Company’s achievement of issuing its first sustainability report.~~

In addition, in 2021 long-term incentive awards granted to the legacy Cabot NEOs were comprised of (i) TSR performance shares, which are based on total shareholder return relative to an industry peer group over2023, except that 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~~Form 3 for Mr. ~~Dinges, our Executive Chairman and former Chief Executive Officer,~~Hlavinka in 2021 was targeted at 92% and for the other legacy Cabot NEOs was targeted at an average of 87%. The 2021 compensation of our legacy Cimarex NEOs, including Mr. Jorden, our Chief Executive Officer, was established by the Cimarex Compensation Committee prior to the Merger and was paid by Coterra from October 1, 2021 through December 31, 2021. For2022 inadvertently omitted two Table II holdings. Such holdings were included on a discussion of Mr. Jorden’s compensation arrangement with Coterra, see “Compensation Discussion and Analysis—2021 Compensation Decisions--Merger-Related Compensation Decisions—Compensation Arrangements with Thomas E. Jorden” above.

~~The Company also has several governance programs in place to align executive compensation with shareholder interests. These programs include: an annual advisory vote~~Form 5 filed 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 2021 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 UNANIMOUSLYRECOMMENDS A VOTE~~ ~~FOR~~ ~~THE APPROVAL OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

February 15, 2024.

2024 PROXY STATEMENT67

TABLE OF CONTENTS

GENERAL INFORMATION

~~Back to 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 Coterra Energy Inc. ~~(the “Company”)~~ of proxies for use at its ~~2022 Annual Meeting~~2024 annual meeting of ~~Stockholders,~~stockholders, to be held at ~~the Hotel Zaza, Houston~~Two Memorial ~~City, 9787 Katy Freeway,~~Plaza, 820 Gessner Road, 1st Floor, Live Oak Training Room, Suite 107, Houston, Texas 77024 on ~~Friday, April 29, 2022,~~Wednesday, May 1, 2024, at 8:00 a.m. Central Time, ~~and simultaneously, virtually at www.virtualshareholdermeeting.com/CTRA2022,~~ 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 ~~three~~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, 2022,~~7, 2024, are entitled to vote at the ~~Annual Meeting.~~annual meeting. As of that date, the Company had outstanding ~~and entitled to vote 810,978,794~~[ ] 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
	PROPOSAL 1		The election of ~~ten~~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 2022 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 ~~18, 2022,~~[ ], 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 or virtually:~~ ~~you may vote in person at the Annual Meeting or virtually, during the Annual Meeting, at www.virtualshareholdermeeting.com/CTRA2022;~~
•	~~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).~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

•

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 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

TABLE OF CONTENTS

How do I attend the annual meeting in person?

•

We ask that you follow recommended guidance, mandates and applicable executive orders from federal and state authorities regarding COVID-19.We will require all attendees to comply with the Company’s policies in place at the time of the meeting, which may include a temperature check, completing a health check questionnaire, wearing a mask and maintaining six-foot social distance.If you are not feeling well, have had close contact (defined as being within six feet for 15 minutes or more without facial covering) with someone who has tested positive for COVID-19,or think you may have been exposed to COVID-19, we ask that you vote by proxy for the meeting.

~~How do I attend the meeting virtually?~~

To participate in the Annual Meeting virtually via the Internet, you must visit www.virtualshareholdermeeting.com/CTRA2022. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials. Stockholders who attend the Annual Meeting virtually via the Internet will have the opportunity to participate fully in the meeting on an equal basis with those who attend in person.

~~If you do not have your 16-digit control number and attend the meeting online, you will be able to listen~~ to the meeting ~~only —~~a valid government-issued photo identification and an account statement or letter (and a legal proxy if you ~~will not be able~~wish to vote ~~or submit questions during~~your shares) from the ~~meeting.~~

~~A summary of~~nominee indicating that you beneficially owned the ~~information you need to attend~~shares on the ~~Annual Meeting online is provided below:~~

•	~~Instructions on how to attend and participate via the Internet, including how to demonstrate proof of Common Stock ownership, are posted at www.virtualshareholdermeeting.com/CTRA2022.~~
•	~~Please have your 16-digit control number to enter the Annual Meeting.~~
•	~~Stockholders may submit questions while attending the Annual Meeting via the Internet.~~

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 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, present~~annual meeting, in person or represented by proxy, of the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat as of the record date. Because there were ~~810,978,794~~[ ] shares of ~~Common Stock~~common stock outstanding on March ~~8, 2022,~~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 the holders of at least ~~405,489,398~~[ ] shares. Broker non-votes, abstentions and withhold-authority votes ~~COUNT~~count for purposes of determining a quorum.

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

2024 PROXY STATEMENT69

TABLE OF CONTENTS

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.”

~~Proposal No. 1 – Election of Directors:~~ ~~The affirmative vote of~~ For Proposals 2, 3 and 4, abstentions will have the ~~holders~~effect of a ~~majority~~vote against the proposal, while for Proposal 1 abstentions will have no effect. Although failure of ~~the votes cast on~~ a ~~nominee is required for~~beneficial owner to provide voting instructions will automatically result in a ~~director to be elected. Any nominee who receives a greater number of votes cast “for” his or her election than votes “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~~ a~~ppointment of the firm PricewaterhouseCoopers LLP as our independent registered public accounting firm. Therefore, abstentions~~4. 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.

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 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 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 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.

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 the Company of their desires to receive multiple copies of the ~~Proxy Statement.~~ proxy statement.

70COTERRA ENERGY

TABLE OF CONTENTS

This is known as “householding.” This procedure reduces the environmental impact of our annual meetings and reduces the Company’s printing and mailing costs. Upon oral or written request, we will promptly deliver a separate copy of the ~~Proxy Statement~~proxy statement to any stockholder residing at an address to which only one copy was mailed. You may direct requests for additional copies for the current year or future years to our Corporate Secretary or our Investor Relations team at the following physical address, phone number or email address:

Coterra Energy Inc.

Attn: Corporate Secretary or Investor Relations

840 Gessner Road, Suite 1400

Houston, Texas 77024

Phone: (281) 589-4600
~~Fax: (281) 589-4910~~

Email (Corporate Secretary): ~~Deidre.Shearer@coterra.com~~
corporatesecretary@coterra.com
Email (Investor Relations): IR@coterra.com

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~Back to Contents~~

You may direct requests for additional copies of the proxy statement for the current year or future years to our Corporate Secretary or our Investor Relations team.

Stockholders of record residing at the same address and currently receiving multiple copies of the ~~Proxy Statement~~proxy statement may contact our registrar and transfer agent, Equiniti Trust Company, at ~~EQ Shareowner Services, P.O. Box 64874, St. Paul, Minnesota 55164-0874,~~the following physical address or ~~1-800-401-1957,~~phone number to request a single copy be mailed in the ~~future.~~ future:

EQ Shareowner Services
P.O. Box 64874
St. Paul, Minnesota 55164-0874

Phone: 1-800-401-1957

Beneficial owners should contact their broker or bank.

How can I communicate with Coterra’s Board of Directors or individual directors?

You can address communications to the ~~“Board~~Board of Directors,” a specified committee of the Board, an individual director (including the Lead Independent Director) or the “Non-management ~~Directors”~~directors” in care of:

Coterra Energy Inc.

Attn: Corporate Secretary

~~Corporate Legal Department~~

840 Gessner Road, Suite 1400

Houston, Texas 77024

Phone: (281) 589-4600
~~Fax: (281) 589-4910~~

Email: ~~Deidre.Shearer@coterra.com~~

corporatesecretary@coterra.com

All communications received as described above will be relayed to the appropriate directors.

How do I submit a stockholder proposal for action at the ~~2023 Annual Meeting~~2025 annual meeting of ~~Stockholders?~~

stockholders?

You may send any stockholder proposal intended for inclusion in the proxy statement for the ~~2023 Annual Meeting~~2025 annual meeting of ~~Stockholders~~stockholders of the Company and otherwise eligible to: Coterra Energy Inc., Corporate Secretary, 840 Gessner Road, Suite 1400, Houston, Texas 77024. A notice of stockholder proposal to be presented at the ~~2023 Annual Meeting~~2025 annual meeting of ~~Stockholders~~stockholders must be received by ~~November 18, 2022.~~

[ ], 2024.

2024 PROXY STATEMENT71

TABLE OF CONTENTS

How do I nominate a director or present other items for action at the ~~2023 Annual Meeting~~2025 annual meeting of ~~Stockholders?~~

stockholders?

The bylaws of the Company require timely advance written notice of stockholder nominations of director candidates (other than proxy access nominations, which are discussed below) and of any other business to be presented by a stockholder at an annual meeting of stockholders. To be timely, the bylaws require advance written notice be delivered to the Company’s Secretary at the principal executive offices of the Company not later than the close of business on the 90thday, nor earlier than the close of business on the 120thday, prior to the anniversary of the preceding year’s annual meeting (with certain exceptions if the date of the annual meeting is different by more than specified amounts from the anniversary date). ~~The deadline for submission for~~For the ~~2023 Annual Meeting of Stockholders is currently February 3, 2023.~~2025 annual meeting, such advance written notice must be submitted in compliance with our bylaws no later than January 31, 2025 and no earlier than January 1, 2025. To be valid, a notice must set forth certain information specified in the bylaws. You also must attend the meeting and present the nomination or other item of business.

How do I nominate a director for inclusion in the Company’s proxy statement for the ~~2023 Annual Meeting~~2025 annual meeting of ~~Stockholders?~~

stockholders using a proxy access nomination?

The bylaws of the Company currently permit any stockholder or group of not more than 20 stockholders that have continuously held at least 3%three percent of our outstanding ~~Common Stock~~common stock for at least three years to nominate candidates for up to ~~20%~~20 percent of the available Board seats and have such candidates included in the proxy statement for the ~~2023 Annual Meeting~~2025 annual meeting of ~~Stockholders~~stockholders of the Company. To be timely, the bylaws require advance written notice to be delivered to the Company’s Corporate Secretary at the principal executive offices of the Company not later than the close of business on the 120thday, nor earlier than the close of business on the 150thday, prior to the anniversary of the date on which the Company first mailed proxy materials for the preceding year’s annual meeting. ~~The deadline for submission for~~For the ~~2023 Annual Meeting of Stockholders is currently~~2025 annual meeting, such advance written notice must be submitted in compliance with our bylaws no later than November ~~18, 2022.~~[ ], 2024 and no earlier than October [ ], 2024. To be valid, a notice must set forth certain information specified in the bylaws and the stockholder or group of stockholders providing such a notice must comply with the eligibility and other requirements specified in the bylaws.

In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees for the 2025 annual meeting of stockholders must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 2, 2025.

By Order of the Board of Directors,

~~Deidre L. Shearer~~

~~Vice President,~~
~~and~~

MARCUS G. BOLINDER
Corporate Secretary

March ~~18, 2022~~

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

[ ], 2024

72COTERRA ENERGY

TABLE OF CONTENTS

APPENDIX A

AMENDED AND RESTATED CERTIFICATE OF INCORPORTATION OF
COTERRA ENERGY INC.

~~Back to Contents~~

INCORPORATION
of
COTERRA ENERGY INC.

Coterra Energy Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation” or the “Company”), does hereby certifycertifies that:

~~Discretionary Cash Flow~~

1. The name of the Corporation is ~~defined~~ Coterra Energy Inc.

2. The name under which the Corporation was originally incorporated was Cabot Oil & Gas Corporation and the date of filing of the Corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware was December 14, 1989.

3. The Board of Directors of the Corporation has duly adopted thisa Restated Certificate of Incorporation without a vote of the stockholders in accordance with Section 245 of the General Corporation Law of the State of Delaware. This Restated Certificate of Incorporation only restates and integrates and does not further amend the provisions ofon October 1, 2021.

4. The Board of Directors of the Corporation duly adopted resolutions proposing the amendment and restatement of the Restated Certificate of Incorporation, declaring its advisability, and directing that it be submitted to the stockholders of the Corporation for their approval; and the Corporation’s stockholders duly adopted such amendment and restatement, all in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware.

5. Therefore, the Corporation’s Restated Certificate of Incorporation as ~~cash flow from operating activities excluding changes~~heretoforeis hereby amended and supplemented, and there is no discrepancy between the provisions of therestated in ~~assets~~accordance with Sections 242 and ~~liabilities. Discretionary Cash Flow~~245 of the General Corporation Law of the State of Delaware to read in its entirety as set forth below. References to this “Certificate of Incorporation as heretofore amended and supplemented and the provisions of this” herein refer to this Amended and Restated Certificate of Incorporation.

4. The text of the Corporation’s Certificate of Incorporation as heretofore amended and supplemented is ~~widely accepted~~hereby restated to read as ~~a financial indicator~~herein set forth in full.

ARTICLE I

The name of ~~an oil~~the corporation is Coterra Energy Inc. (the “Corporation”).

ARTICLE II

The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

The nature of the business to be conducted and ~~gas company’s ability~~the purposes to ~~generate available cash to internally fund exploration and development activities, return capital to shareholders through dividends and share repurchases, and service debt and is used~~be promoted by the ~~Company’s management~~Corporation are to engage in any lawful act or activity for ~~that purpose. Discretionary Cash Flow~~which corporations may be organized under the General Corporation Law of the State of Delaware (the “GCL”).

ARTICLE IV

The aggregate number of shares of all classes of stock which the Company shall have authority to issue is ~~presented based on~~1,805,000,000, divided into 5,000,000 shares of Preferred Stock, par value $.100.10 per share (“Preferred Stock”), and 1,800,000,000 shares of Common Stock, par value $.100.10 per share (the “Common Stock”).

The following is a statement of the ~~Company’s belief that this non-GAAP measure~~designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of the classes of stock of the Corporation:

SECTION I. PREFERRED STOCK

Shares of Preferred Stock may be issued from time to time in one or more series as from time to time may be determined by the Board of Directors. Each series shall be distinctly designated. The Board of Directors of the Corporation is ~~useful information~~hereby expressly granted

2024 PROXY STATEMENTA-1

TABLE OF CONTENTS

authority to ~~investors when comparing~~fix, by resolution or resolutions adopted prior to the ~~Company’s cash flows with~~issuance of any shares of each particular series of Preferred Stock, the ~~cash flows~~designation, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, if any, of ~~other companies that use~~such series, including, but without limiting the ~~full cost~~generality of the foregoing, the following:

(1) the designation of, and the number of shares of Preferred Stock which shall constitute, the series, which number may be increased (except as otherwise fixed by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding) from time to time by action of the Board of Directors;

(2) the rate and times at which (or the method of ~~accounting~~determination thereof), and the terms and conditions upon which, dividends, if any, on shares of the series shall be paid, the nature of any preferences or the relative rights of priority of such dividends to the dividends payable on any other class or classes of stock of the Corporation or on any series of Preferred Stock of the Corporation, and a statement whether such dividends shall be cumulative;

(3) whether shares of the series shall be convertible into or exchangeable for ~~oil~~shares of capital stock or other securities or property of the Corporation or of any other corporation or entity, and, ~~gas producing activities~~if so, the terms and conditions of such conversion or ~~have~~exchange, including any provisions for the adjustment of the conversion or exchange rate in such events as the Board of Directors shall determine;

(4) whether shares of the series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount and type of consideration payable in case of redemption, which amount may vary under different ~~financing~~conditions and ~~capital structures~~at different redemption dates;

(5) the rights, if any, of the holders of shares of the series upon voluntary or ~~tax rates. Discretionary Cash Flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating activities~~involuntary liquidation, merger, consolidation, distribution or ~~net income, as defined by GAAP, or as a measure of liquidity.~~

Free Cash Flow is defined as Discretionary Cash Flow less cash paid for capital expenditures. Free Cash Flow is an indicator of a company’s ability to generate cash flow after spending the money required to maintain or expand its asset base, and is used by the Company’s management for that purpose. Free Cash Flow is presented based on the Company’s belief that this non-GAAP measure is useful information to investors when comparing the Company’s cash flows with the cash flows of other companies. Free Cash Flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flow from operating activities or net income, as defined by GAAP, or as a measure of liquidity.

Three Months Ended
December 31, Twelve Months Ended
December 31,
(In millions) 2021 2020 2021 2020
Cash flow from operating activities $ 953 $ 307 $ 1,667 $ 778
Changes in assets and liabilities 73 (88 ) 144 (93)
Discretionary cash flow 1,026 219 1,811 685
Cash paid for capital expenditures (268 ) (98 ) (728) (576)
Free cash flow $ 758 $ 121 $ 1,083 $ 109

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~A-1~~

~~Back to Contents~~

EBITDAX is defined as net income plus interest expense, other expense, income tax expense and benefit, depreciation, depletion, and amortization (including impairments), exploration expense, gain and loss on sale of assets, ~~non-cash gain~~dissolution or winding up of the Corporation;

(6) whether shares of the series shall have a sinking fund or purchase account for the redemption or purchase of shares of the series, and ~~loss~~if so, the terms, conditions and amount of such sinking fund or purchase account;

(7) whether shares of the series shall have voting rights in addition to the voting rights provided by law, which may, without limiting the generality of the foregoing, include (a) the right to more or less than one vote per share on ~~derivative instruments, stock-based compensation expense~~any or all matters voted upon by the Corporation’s stockholders and ~~merger-related expense. EBITDAX is presented~~(b) the right to vote, as a series by itself or together with other series of Preferred Stock or together with all series of Preferred Stock as a class or with the Common Stock as a class, upon such matters, under such circumstances and upon such conditions as the Board of Directors may fix, including, without limitation, the right, voting as a series by itself or together with other series of Preferred Stock or together with all series of Preferred Stock as a class, to elect one or more directors of the Corporation in the event there shall have been a default in the payment of dividends on any one or more series of Preferred Stock or under such other circumstances and upon such conditions as the Board of Directors may determine; and

(8) any other powers, preferences and relative, participating, optional or other rights, and qualifications, limitations or restrictions of shares of that series.

The relative powers, preferences and rights of each series of Preferred Stock in relation to the powers, preferences and rights of each other series of Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors in the resolution or resolutions adopted pursuant to authority granted in this Section I, and the consent, by class or series vote or otherwise, of the holders of Preferred Stock of such of the series of the Preferred Stock as are from time to time outstanding shall not be required for the issuance by the Board of Directors of any other series of Preferred Stock whether the powers, preferences and rights of such other series shall be fixed by the Board of Directors as senior to, or on a parity with, the powers, preferences and rights of such outstanding series, or any of them; provided, however, that the Board of Directors may provide in such resolution or resolutions adopted with respect to any series of Preferred Stock that the consent of the holders of a majority (or such greater proportion as shall be therein fixed) of the outstanding shares of such series voting thereon shall be required for the issuance of any or all other series of Preferred Stock.

SECTION II. COMMON STOCK

(1) Dividends. After the requirements with respect to preferential dividends on Preferred Stock, if any, shall have been met and after the Company shall have complied with all the requirements, if any, with respect to the setting aside of sums as sinking funds or redemption or purchase accounts and subject further to any other conditions which may be fixed in accordance with the provisions of this Certificate of Incorporation, then, but not otherwise, the holders of Common Stock shall be entitled to receive such dividends, if any, as may be declared from time to time by the Board of Directors on the ~~Company’s belief~~Common Stock, which dividends shall be paid out of assets legally available for payment of dividends and shall be distributed among the holders of shares pro rata in accordance with the number of shares of such stock held by each such holder.

A-2COTERRA ENERGY

TABLE OF CONTENTS

(2) Liquidation. After distribution in full of the preferential amount, if any, to be distributed to the holders of Preferred Stock in the event of voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding-up of the Company, the holders of the Common Stock shall be entitled to receive all the remaining assets of the Company, tangible and intangible, of whatever kind available for distribution to stockholders, which assets shall be distributed pro rata in accordance with the number of shares of such stock held by each such holder.

(3) Voting. Except as may otherwise be required by law, this Certificate of Incorporation or the provisions of the resolution or resolutions as may be adopted by the Board of Directors pursuant to Section I of this Article IV, each holder of Common Stock shall have one vote in respect of each share of Common Stock held by such holder on each matter voted upon by the stockholders. Cumulative voting of shares of Common Stock is prohibited.

ARTICLE V

The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

(1) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

(2) The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

(3) The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the By-Laws of the Corporation. Election of directors need not be by written ballot unless the By-Laws so provide.

(4) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the statutes of Delaware, this Certificate of Incorporation and any By-Laws adopted by the stockholders; provided, however, that no By-Laws thereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.

ARTICLE VI

Reserved.

ARTICLE VII

A director 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 a director, except for liability (i) for any breach of the director’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) under Section 174 of the GCL, as the same exists or hereafter may be amended or replaced, or (iv) for any transaction from which the director derived an improper personal benefit. If the GCL is amended after the date of filing of this ~~non-GAAP measure~~Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the GCL as so amended. Any repeal or modification of this Article IXVII by the stockholder or stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

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 ~~useful information~~amended after the date of filing of this Certificate of Incorporation to ~~investors when evaluating~~authorize corporate action further eliminating or limiting the ~~Company’s ability~~personal liability of officers, then the liability of an officer of the Corporation, in addition to ~~internally fund exploration~~the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the GCL as so amended. Any repeal or modification of this Article VII by the stockholder or stockholders of the Corporation shall be prospective only, and ~~development activities~~shall not adversely affect any limitation on the personal liability of an officer of the Corporation existing at the time of such repeal or modification.

ARTICLE VIII

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

[Signature page follows]

2024 PROXY STATEMENTA-3

TABLE OF CONTENTS

IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed by an authorized officer of the Corporation as of day of this 1st day of October, 2021 , 2024.

COTERRA ENERGY INC.

By:

Scott C. SchroederShannon E. Young III

Executive Vice President and Chief Financial Officer

A-4COTERRA ENERGY

TABLE OF CONTENTS

TABLE OF CONTENTS

[MISSING IMAGE: px_24coterraproxy01pg01-bw.jpg]

PROXY COTERRA ENERGY INC.ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 1, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSThe undersigned hereby makes, constitutes, and appoints Shannon E. Young III, Adam M. Vela and Marcus G. Bolinder, and each of them (with the power of substitution), proxies for the undersigned to represent and to ~~service~~vote, as designated below, all shares of Common Stock of Coterra Energy Inc. held of record by the undersigned on March 7, 2024 at the 2024 annual meeting of stockholders to be held on May 1, 2024 at 8:00 a.m. CST at Two Memorial City Plaza, 820 Gessner Road, 1st Floor, Live Oak Training Center, Suite 107, Houston, TX 77024 or ~~incur debt without regard~~any adjournment or postponement thereof.This proxy, when properly executed, will be voted as directed herein. If no direction is made, this proxy will be voted “FOR” each director nominee in Proposal 1, and “FOR” Proposals 2, 3, and 4. The proxies named above also will vote in their discretion upon such other business as may properly come before the annual meeting or any adjournment thereof, including procedural matters and matters relating to ~~financial~~the conduct of the annual meeting.You are encouraged to specify your choices by marking the appropriate boxes on the reverse side. The proxies cannot vote your shares unless you sign and return this card or ~~capital structure.~~ vote by telephone or Internet as described below before the annual meeting.Voting by telephone or Internet eliminates the need to return this proxy card. Your vote authorizes the proxies named above to vote your shares to the same extent as if you had marked, signed, dated, and returned the proxy card. Before voting, read the proxy statement and proxy voting instructions.Thank you for voting.(Continued and to be marked, dated, and signed on the other side) PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held May 1, 2024:The ~~Company’s management uses EBITDAX~~Proxy Statement, 2023 Form 10-K, and 2023 Annual Report are available at: http://www.viewproxy.com/CoterraEnergy/2024 Please mark your votes like this ☒The Board of Directors recommends a vote “FOR” each director nominee in Proposal 1, and “FOR” Proposals 2, 3, and 4.Proposal 1. The election of the 10 director nominees named in the attached proxy statement to our Board of Directors.

TABLE OF CONTENTS

[MISSING IMAGE: px_24coterraproxy01pg02-bw.jpg]

Please indicate if you plan to attend this meeting ☐Address Change/Comments: (If you noted any Address Changes and/or Comments above, please mark box.) ☐ Proposal 2. To amend and restate the Restated Certificate of Incorporation of Coterra Energy Inc. to provide for ~~that purpose. EBITDAX is not a measure~~exculpation of ~~financial performance under GAAP~~certain officers of the Company as permitted by amendments to Delaware law and ~~should not be considered~~to make certain non-substantive updates.FOR ☐AGAINST ☐ABSTAIN ☐Proposal 3. A non-binding advisory vote to approve the compensation of our named executive officers.FOR ☐AGAINST ☐ABSTAIN ☐Proposal 4. The ratification of the appointment of PricewaterhouseCoopers LLP as ~~an alternative~~our independent registered public accounting firm for 2024.FOR ☐AGAINST ☐ABSTAIN ☐Note: To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.In their discretion, the proxies are authorized to ~~cash flows from operating activities~~vote upon such other business as may properly come before the annual meeting or ~~net income, as defined~~any adjournment thereof, including procedural matters and matters relating to the conduct of the annual meeting.  PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. PROXY VOTING INSTRUCTIONSPlease have your 11-digit control number ready when voting by ~~GAAP,~~Internet or ~~as a measure of liquidity.~~

Three Months Ended
December 31, Twelve Months Ended
December 31,
(In millions) 2021 2020 2021 2020
Net income $ 939 $ 131 $ 1,158 $ 201
Plus (less): —
Interest expense, net 24 11 62 54
Income tax expense 276 21 344 41
Depreciation, depletion and amortization 410 97 693 391
Exploration 9 5 18 15
Loss on sale of assets 2 — 2 —
Non-cash (gain) loss on derivative instruments (451) (42) (210) (26)
Stock-based compensation 31 7 57 43
Merger-Related expense 26 — 72 —
EBITDAX $ 1,266 $ 230 $ 2,196 $ 719

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~A-2~~

Telephone. INTERNET TELEPHONE MAILVote Your Proxy on the Internet: Go to www.aalvote.com/CTRAVote Your Proxy by Phone: Call 1-(866)-804-9616Vote Your Proxy by Mail:Have your proxy card available when you access the above website. Follow the prompts to vote your shares.Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call.Follow the voting instructions to vote your shares.Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided.

~~Back to Contents~~

Net debt to EBITDAX is defined as net debt divided by trailing twelve month EBITDAX. Net debt to EBITDAX is a non-GAAP measure which the Company’s management believes is useful to investors when assessing the Company’s credit position and leverage.

(In millions) December 31, 2021 December 31, 2020
Net debt $ 2,089 $ 994
EBITDAX (Twelve months ended December 31) 2,196 719
Net debt to EBITDAX 0.95 x 1.38 x

~~COTERRA~~• ~~2022 PROXY STATEMENT~~

~~A-3~~

~~Back to Contents~~

0000858470 3 2023-01-01 2023-12-31

~~Back to Contents~~

PROPOSAL	MATTER	BOARD VOTE RECOMMENDATION	PAGE REFERENCE
1.	The election of the ten director candidates named herein.	FOR	9
2.	Ratification of the appointment of the firm PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for its 2022 fiscal year.	FOR	65
3.	The approval on an advisory basis of executive compensation.	FOR	67

THOMAS E. JORDEN
Chairman, Chief Executive
Officer and President

Dear Coterra Energy Inc. Stockholders,
Thank you for ~~voting.~~

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, ~~follow recommended guidance, mandates~~our owners, carefully consider the issues faced by Coterra and ~~applicable~~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 ~~orders from federal~~team are committed to transparency and ~~state authorities regarding COVID-19. We will require all attendees~~the highest standard of duty to ~~comply~~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 ~~Company’s policies~~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 ~~place at~~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 ~~time~~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.