Other definitive proxy statements – Form DEF 14A

GULFPORT ENERGY CORPORATION
3001 Quail Springs Parkway
Oklahoma City, Oklahoma 73134

May 2, 2022

Notice is given that the 2022 Annual Meeting of Stockholders (including any adjournments or postponements, the Annual Meeting) of Gulfport Energy will be held on June 14, 2022 at 9:00 a.m., Central Time in a virtual format online and live webcast to vote on the proposals listed in the following table.

GULFPORT ENERGY CORPORATION

3001 Quail Springs Parkway
Oklahoma City, Oklahoma 73134

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PROXY STATEMENT
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The summary below highlights information contained elsewhere in this proxy statement. It does not contain all the information that you should consider in connection with the matters before the Annual Meeting. Please read the entire proxy statement carefully before voting your shares.

Gulfport is an independent natural gas-weighted exploration and production company with assets primarily located in the Appalachia and Anadarko basins. Our principal properties are in Eastern Ohio, where we target development in what is commonly referred to as the Utica formation, and Central Oklahoma where we target development in the South Central Oklahoma Oil Province (“SCOOP”) Woodford and Springer formations. Gulfport’s predecessor was incorporated in the State of Delaware in July 1997. Our corporate headquarters are in Oklahoma City, Oklahoma, and shares of Gulfport’s common stock trade on the New York Stock Exchange (“NYSE”) under the ticker symbol “GPOR”. Our corporate strategy is focused on the economic development of our asset base to generate sustainable free cash flow.

On November 13, 2020, we and certain of our subsidiaries (the “Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas. The Chapter 11 Cases were administered jointly under the caption In re Gulfport Energy Corporation, et al., Case No. 20-35562 (DRJ). The Bankruptcy Court confirmed the Plan and entered the confirmation order on April 28, 2021, and the Debtors emerged from Chapter 11 on May 17, 2021 (“emergence”). On May 18, 2021, our common stock began trading on the NYSE under the symbol “GPOR”.

We believe we have emerged from Chapter 11 as a fundamentally stronger company, built to generate sustainable free cash flow, with a strengthened balance sheet. As a result of Chapter 11, we reduced our total indebtedness by $1.4 billion by issuing equity in a reorganized entity to the holders of our unsecured notes and allowed general unsecured claimants. In addition, Gulfport reassessed its organizational needs post-emergence and significantly reduced its general and administrative expense to ensure its cost structure is competitive with industry peers. We continue to focus on optimizing development of our resource plays, reducing our operating costs, per well drilling costs, general and administrative costs, and managing our liquidity. We believe our plan to generate free cash flow on an annual basis will allow us to further strengthen our balance sheet and return capital to stockholders.

Gulfport aims to create sustainable value through the economic development of our significant resource plays in the Utica and SCOOP operating areas. Our strategy is to develop our assets in an environmentally responsible manner, while generating sustainable cash flow, improving margins and operating efficiencies and returning capital to stockholders. To accomplish these goals, we allocate capital expenditures to projects we believe offer the highest rate of return and deploy leading drilling and completion techniques and technologies in our development efforts.

The composition of our board of directors changed significantly upon emergence from bankruptcy. Our new board is comprised of five directors, including the Company’s Chief Executive Officer, Timothy J. Cutt, and four non-employee directors, David Wolf, Guillermo (Bill) Martinez, Jason Martinez and David Reganato. They are diverse, industry-leading experts with an average of 25 years of industry leadership experience across multiple disciplines. Each of our directors will stand for election annually and must be elected by a majority of shares voted.

The following table provides summary information about each director nominee who is standing for election at the Annual Meeting. For more information about the background and qualifications of each nominee, please see “Election of Directors and Director Biographies” on page 7 of this proxy statement. We ask you to vote “FOR” each of our director nominees.

Gulfport’s Work Safe Program focuses on a combination of twelve rules derived from Company policies (critical tasks) and cultural conditions that have been linked to serious safety incidents in our industry. Critical Task Rules are those requiring specific operating procedures to mitigate hazardous work site conditions to complete work safely. Cultural Condition Rules are defined as work site conditions or human behaviors that have been linked to the root cause of most incidents. Employees and contractors are expected to apply and follow the requirements that coincide with the twelve rules. Our goal is to not only improve our safety performance but to proactively prevent incidents before they happen.

Stop Work is one of the Work Safe Program’s critical tasks. Our Chief Executive Officer, Timothy J. Cutt, signed and communicated a Stop Work Authority and Obligation letter to the Company’s employees and our contractors. This letter outlines Gulfport’s commitment to health, safety and the environment and provides the expectation and support to all Gulfport employees and contract partners to stop work when conditions warrant. Every person on a Gulfport work site has the authority, and obligation to stop any work that is believed to cause an unsafe condition, or places personnel or the environment at risk.

Health, Safety & Environment Highlights for 2021:

•        Reduced number of total OSHA recordable injuries by 25% from 2019;

•        Reduced reportable spills by 60% year-over-year;

•        Launched monthly vendor safety meetings;

•        Developed and delivered a Supervisor’s Work Safe Program training for our leaders to guide them in leading safety-related conversations, meetings, and performance discussions;

•        Created a new program Work Green with three focus areas – air, land, and water – to highlight and emphasize our commitment to being environmental stewards in the communities where we operate; and

•        Completed two environmental volunteer efforts in Ohio and Oklahoma, planting trees and cleaning up a river to highlight the launch of Work Green.

Community Engagement.    Gulfport consistently strives to positively impact and improve the communities where we live and operate. We form partnerships focused on education and work with local authorities to ensure the safety and well-being of the populations where we operate. Gulfport has also formed a strong partnership with the Foundation for Appalachian Ohio and the Communities Foundation of Oklahoma and created the Gulfport Energy Fund in both Ohio and Oklahoma. Through these funds, Gulfport has made direct monetary contributions to local organizations to improve education, youth development, health, human services and environmental stewardship.

Through our restructuring we were able to emerge with a strengthened balance sheet and materially improved fixed-cost structure. Gulfport is beginning this new chapter with a strategy focused on continuing to reduce costs and generating sustainable free cash flow to drive stockholder value. During 2021, we had the following notable achievements:

•        Emerged from restructuring process with improved balance sheet and fixed-cost structure on May 17, 2021;

•        Right-sized firm transportation commitments and negotiated new, cost-competitive midstream agreements to better align with our operating plan;

•        Reduced total debt by more than $1.4 billion and materially reduced annual cash interest expense;

•        Significantly improved our leverage ratios;

•        Amended and refinanced our Exit Credit Facility with a New Credit Facility, increasing our elected commitment from $580 million to $700 million and our liquidity by more than $160 million;

•        Delivered total net production 2% above and capital expenditures 2% below the midpoint of original 2021 guidance;

•        Reduced total per unit expense, which includes lease operating expense, midstream transportation, gathering and processing expense, taxes other than income, recurring general and administrative expense and interest by approximately 20% when compared to 2020; and

•        Reported year-end estimated net proved reserves of 3.9 Tcfe (Trillion cubic feet of gas equivalent) and total discounted future net cash flows of $4.1 billion.

We believe effective corporate governance requires regular constructive discussions with our stockholders. We have a proactive engagement process that encourages feedback from our stockholders. This feedback helps shape our corporate governance practices, and has specifically resulted in:

The Company is asking its stockholders to vote to elect five directors to serve on the Board of Directors until the 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) or until their respective successors have been duly elected and qualified.

Our Board of Directors currently consists of five members who are elected annually. Four of these five directors are non-employee directors, and four of these five directors are independent under the NYSE listing standards. Each director was appointed to the Board in May 2021 in connection with our emergence from bankruptcy.

The directors standing for election this year are listed below. If any nominee should decline election or should become unable to serve as a director of our Company for any reason before election at the Annual Meeting, votes will be cast by the persons appointed as proxies for a substitute nominee, if any, designated by the Board of Directors.

There are no family relationships among any of the nominees, directors or any of the executive officers.

Vote Required and Board Voting Recommendation

Directors will be elected at the Annual Meeting by a majority of the votes cast. Abstentions and broker non-votes will have no effect on the voting results for Proposal 1.

C     Committee Chairperson.

+     Satisfies NYSE independence and other applicable independence rules for membership on such Committees.

(1)  This Committee was formed in May 2021 and combined Nominating and Sustainability Committee responsibilities.

Yes. The charters for each Committee can be found on our website at www.gulfportenergy.com under the “Investors — Governance” captions. You may also obtain copies of these charters, as well as our Code of Business Conduct and Ethics, which is described below, by writing to our Chief Legal and Administrative Officer and Corporate Secretary, Patrick K. Craine, at Gulfport Energy Corporation, 3001 Quail Springs Parkway, Oklahoma City, Oklahoma 73134.

Our Board of Directors has determined that four of our five current Board members (David Wolf, Guillermo (Bill) Martinez, Jason Martinez and David Reganato) meet the independence requirements in the NYSE listing standards and are free of any relationship that, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out their responsibilities as directors of the Company. Mr. Cutt, our Chairman and Chief Executive Officer, is not considered by the Board of Directors to be an independent director because of his current employment with the Company.

Prior to the Company’s emergence from Chapter 11 in May 2021, the Company’s Board of Directors consisted of David M. Wood, Alvin Bledsoe, Deborah G. Adams, Samantha Holroyd, Valerie Jochen, C. Doug Johnson, Ben T. Morris and John W. Somerhalder. On April 30, 2021, the then-current Board of Directors affirmatively determined that Alvin Bledsoe, Deborah G. Adams, Samantha Holroyd, Valerie Jochen, C. Doug Johnson, Ben T. Morris and John W. Somerhalder were independent.

Board and Committee Evaluations

Director Performance Evaluations

The Board of Directors met 20 times in 2021. In addition to these meetings, the Board of Directors adopted resolutions by unanimous written consent. Each director attended at least 99% of the aggregate meetings of the Board of Directors and the meetings of the Committees on which he served. During the bankruptcy process, the Company did not hold an Annual Meeting in 2021.

Our non-management directors routinely meet in an executive session following each regularly scheduled meeting of the Board of Directors.

Individuals may communicate with our Board of Directors or individual directors by writing to our Chief Legal and Administrative Officer and Corporate Secretary, Patrick K. Craine, at Gulfport Energy Corporation, 3001 Quail Springs Parkway, Oklahoma City, Oklahoma 73134. Our Chief Legal and Administrative Officer and Corporate Secretary will review all correspondence and forward our Board of Directors correspondence that, in the opinion of our Chief Legal and Administrative Officer and Corporate Secretary, relates to the function of our Board of Directors or a Board Committee or otherwise requires their attention. Directors may review a log of all correspondence received by us and request copies. Concerns relating to accounting, internal control over financial reporting or auditing matters will be immediately brought to the attention of the chairman of the Audit Committee and handled in accordance with our Audit Committee’s procedures.

Recognizing that director attendance at our Annual Meeting can provide stockholders an opportunity to communicate with directors about issues affecting the Company, we actively encourage our directors to attend the Annual Meeting of Stockholders.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics designed to help directors and employees resolve ethical issues. Our Code of Business Conduct and Ethics applies to all directors and employees. Our Code of Business Conduct and Ethics covers various topics including, but not limited to, conflicts of interest, fair dealing, discrimination and harassment, confidentiality, compliance procedures and employee complaint procedures. Our Code of Business Conduct and Ethics, together with any amendments or waivers, is posted on our website at www.gulfportenergy.com under the “Investors – Governance” captions.

Political Contribution Policy

Engagement in the political, legislative and regulatory process is important to the success of the Company. The Company has delegated compliance and oversight over this function to the Nominating, Environmental, Social and Governance Committee and has adopted a political contributions and activity policy that sets forth the ways by which the Company and its employees may participate in the political, legislative and regulatory process. All political contributions and activities are subject to compliance with applicable laws.

Director Qualifications

As provided by the Nominating, Environmental, Social and Governance Committee’s charter, the Committee identifies, investigates and recommends candidates to our Board of Directors with the goal of creating a balance of knowledge, experience and diversity. The Committee identifies candidates using third-party search firms, as well as through the extensive networks of our directors and management team in the oil and natural gas industry.

It is our policy that potential directors should possess the highest personal and professional ethics, integrity and values and be committed to representing the interests of our stockholders. In addition to reviewing a candidate’s background and accomplishments, candidates are reviewed in the context of the current composition of our Board of Directors, the skills necessary to provide effective oversight in critical areas and the evolving needs of our business. It is the policy of our Board of Directors that, at all times, at least a majority of its members meets the standards of independence promulgated by the NYSE and the SEC and that all members reflect a range of talents, skills and expertise, particularly in the areas of accounting and finance, management, leadership and oil and gas-related industries sufficient to provide sound and prudent guidance with respect to our operations and the interests of our stockholders.

Board Diversity Policy

Our Nominating, Environmental, Social and Governance Committee is dedicated to diversity and adopted a Board Diversity Policy in November 2019. The policy requires that the Nominating, Environmental, Social and Governance Committee consider diversity in its evaluation of candidates for Board membership. Our Nominating, Environmental, Social and Governance Committee, in accordance with its charter, seeks to include diverse candidates in all director searches, taking into account diversity of gender, race, ethnicity, background, age, thought and tenure on our Board (in connection with the consideration of the renomination of an existing director), including by affirmatively instructing any search firm retained to assist the Nominating, Environmental, Social and Governance Committee in identifying director candidates to include diverse candidates from traditional and non-traditional candidate groups. In accordance with its charter, our Nominating, Environmental, Social and Governance Committee periodically reviews and makes recommendations regarding the composition of the Board and the size of the Board.

We also require that the members of our Board of Directors be able to dedicate the time and resources sufficient to ensure the diligent performance of their duties on our behalf, including attending meetings of the Board of Directors and applicable Committee meetings. In accordance with its charter, our Nominating, Environmental, Social and Governance Committee periodically reviews the criteria for the selection of directors to serve on our Board and recommends any proposed changes to our Board of Directors for approval.

Nomination Process

Our Board of Directors will consider stockholder nominations for director candidates upon written submission to our Chief Legal and Administrative Officer and Corporate Secretary along with, among other things, the nominee’s qualifications and certain biographical information regarding the nominee, the nominee’s written consent to serving as a director if elected and being named in the proxy or information statement and information regarding the status of the stockholder submitting the recommendation, all in the manner required by the Second Amended and Restated Bylaws of the Company (the “Bylaws”) and the applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Following verification of the stockholder status of persons proposing candidates, recommendations will be aggregated and considered by our Board of Directors at a regularly scheduled or special Board meeting. If any materials are provided by a stockholder in connection with the nomination of a director candidate, materials will be forwarded to our Board of Directors. See “Submission of Future Stockholder Proposals” below for additional detail regarding submitting director nominees.

The following table sets forth the name, age, positions and business experience of each of our executive officers (other than Timothy J. Cutt, who also serves as a member of our Board and who is listed under “Election of Directors and Director Biographies”):

Our new Board and Compensation Committee provided new perspectives and ideas. In May 2021, we emerged from bankruptcy with a newly constituted Board and a new Interim Chief Executive Officer and Chief Financial Officer. Upon emergence, the members of the New Compensation Committee included Mr. J. Martinez, Mr. G. Martinez, Mr. Reganato and Mr. Wolf. The Compensation Committee performed an in-depth review of the Company’s executive compensation plans which included an assessment of peer groups, total compensation philosophy, equity usage and appropriate incentive metrics and governance practices while reflecting on the feedback of our stockholders received during the course of our emergence and stockholder engagement efforts.

While Gulfport Energy adopted certain pay practices and strategies during the bankruptcy process, these steps allowed the Company to retain key executive talent and provided an opportunity to focus leadership’s efforts on delivering solid results for 2021 for both the stockholders and Gulfport Energy employees, and to establish a platform for our future success.

The Compensation Committee also understood the need to properly align executives and stockholders upon emergence from bankruptcy, and we are confident that as you read through this Compensation Discussion and Analysis you will understand that these steps were necessary and in the best interest of both the stockholders and Gulfport Energy executives and employees. We also want to share our commitment to executive compensation practices that are in-line with industry best practices going forward in the areas of base pay, incentive pay and equity awards. We consider 2021 to be the end of operating under a distressed company model.

We would expect that on a go-forward basis we will continue to benchmark our pay against similar companies in terms of structure and practices. We will also continue to work very closely with our stockholders on their views on pay for performance and alignment on executive compensation.

Thank you for your confidence and investment in Gulfport Energy.

Respectfully submitted by the Compensation Committee,

Jason Martinez, Chair

Guillermo (Bill) Martinez

David Reganato

David Wolf

Dated: May 2, 2022

This Compensation Discussion and Analysis, or CD&A, explains the Compensation Committee’s compensation philosophy, summarizes our executive compensation programs and describes compensation decisions for Gulfport’s Chief Executive Officer, or CEO, Chief Financial Officer, or CFO, the next three highest paid executive officers for 2021 and three former executive officers who departed from the Company during 2021. These executive officers, known as our NEOs, are as follows:

Through our restructuring we were able to emerge with a strengthened balance sheet and materially improved fixed-cost structure. Gulfport is beginning this new chapter with a strategy focused on continuing to reduce costs and generating sustainable free cash flow to drive stockholder value.

Key accomplishments in 2021 included:

Strategic

•        Emerged from restructuring process on May 17, 2021 with an improved balance sheet and fixed-cost structure;

•        Right-sized firm transportation commitments and negotiated new, cost-competitive midstream agreements to better align with our operating plan;

•        Reduced our total debt by more than $1.4 billion and materially reduced annual cash interest expense; and

•        Significantly improved our leverage ratios.

Financial

•        Amended and refinanced our Exit Credit Facility with a New Credit Facility, increasing our elected commitment from $580 million to $700 million and our liquidity by more than $160 million; and

•        Reduced total per unit expense, which includes lease operating expense, midstream transportation, gathering and processing expense, taxes other than income, recurring general and administrative expense and interest by approximately 20% when compared to 2020.

Operational

•        Delivered total net production 2% above and capital expenditures 2% below the midpoint of original 2021 guidance; and

•        Reported year-end estimated net proved reserves of 3.9 Tcfe and total discounted future net cash flows of $4.1 billion.

Health, Safety & Environmental

•        Launched monthly vendor safety meetings;

•        Developed and delivered a Supervisor’s Work Safe Program training for our leaders to guide them in leading safety-related conversations, meetings, and performance discussions; and

•        Created a new program called Work Green with three focus areas – air, land, and water – to highlight and emphasize our commitment to being environmental stewards in the communities where we operate.

Corporate Social Responsibility

•        Partnered with Dolly Parton’s Imagination Library in Ohio to provide books to more than 3,750 children in Belmont, Jefferson and Monroe Counties;

•        Participated in partnerships with the American Heart Association and the Oklahoma City Energy FC Sidekicks; and

•        Completed environmental volunteer efforts in Ohio and Oklahoma, planting trees and river remediation efforts to highlight the launch of Gulfport’s Work Green program.

In consideration of our long-term strategy and stockholder feedback following a robust program of engagement (see “Stockholder Engagement and Annual Say-on-Pay Advisory Vote” below), the Company took the following actions in 2021:

•        Upon emergence, on May 17, 2021, the Board of Directors appointed Timothy J. Cutt as Interim Chief Executive Officer and Chair of the Board and William Buese as Chief Financial Officer. On September 2, 2021, Mr. Cutt assumed the role of Chief Executive Officer and Chairman of the Board.

•        Existing employment agreements with Messrs. Craine, Sluiter and Moses were affirmed through the bankruptcy. The Company entered into an employment agreement with Mr. Buese upon his hire as Chief Financial Officer on May 17, 2021.

•        Implemented key changes to the Company’s equity award structure in 2021:

•        Certain of our executives received a grant of post-emergence equity awards consisting of 60% performance-based restricted stock units that vest after a three-year performance period and 40% time-based restricted stock units that vest in three equal installments over a three-year period;

•        Pursuant to his offer letter, Mr. Cutt received a grant of post-emergence equity awards consisting of 50% performance-based restricted stock units that vest after a three-year performance period and 50% time-based restricted stock units that vest in eight equal bi-annual installments over a four-year period; and

•        These performance-based restricted stock units include targets for both absolute total shareholder return, or TSR, and relative TSR as measured against a peer group of companies, to ensure shareholder alignment.

•        Established annual performance bonus opportunities and long-term equity award targets to closely align our NEOs’ financial interests with those of our stockholders and to continue to link a larger portion of such NEOs’ compensation to the performance of our stock and operational performance.

•        Selected metrics in our annual incentive plan to include financial metrics directly tied to the financial health of the Company and specific and quantifiable health, safety and environmental metrics:

•        Achievement of pre-emergence and post-emergence short-term incentive plan key performance indicators (“KPIs”) exceeded pre-set targets.

•        Continued to provide robust disclosure of our performance metrics and targets for both performance-based cash and equity awards.

•        Reaffirmed formal stock ownership guidelines to ensure our Board of Directors and executive officers own a stake in the Company that is sufficient to align their interests with their fellow stockholders.

The Role of Our Compensation Committee

The Compensation Committee generally reviews and typically makes its decisions regarding the annual compensation of our NEOs at its regular meetings in the first half of each year. These decisions include:

•        Certifying annual performance-based cash incentive awards;

•        Establishing target incentive opportunities and applicable performance objectives for the current year’s annual cash incentive awards;

•        Approving adjustments to base salary, annual cash incentive levels and long-term equity-based incentive levels; and

•        Granting long-term equity-based incentive awards and determining the types of awards for the current year.

The Compensation Committee may also adjust compensation as necessary at other times during the year, such as in the case of promotions, other changes in employment status and significant corporate events, as well as to reflect changing market conditions or for other competitive purposes.

In making its decisions, the Compensation Committee assesses each NEO’s impact during the year and overall value to Gulfport, specifically considering the NEO’s contribution to the growth of Gulfport’s value, operational and financial performance, performance in the NEO’s primary area of responsibility, impact on strategic initiatives, recommendations of our independent compensation consultant, the NEO’s role and trajectory in succession planning and development, recommendations from our CEO with respect to our other NEOs and other intangible qualities that contribute to corporate and individual success.

The Role of our CEO

The Compensation Committee evaluates our CEO based on the Company’s performance metrics, leadership roles as a member of the Board and our lead representative to the investment community and other criteria. The CEO’s total compensation package is determined by the Compensation Committee, based upon its evaluation and input from our independent compensation consultant. Our CEO’s compensation ultimately reflects Gulfport’s performance, personal performance, competitive industry practices and the terms of our employment arrangement with the CEO.

Our CEO evaluates each of the other NEOs and makes compensation recommendations to the Compensation Committee. In developing recommendations, the CEO considers the recommendations of the Compensation Committee’s independent compensation consultant, as well as each NEO’s performance against the Company performance metrics and contribution to Gulfport’s performance. The independent compensation consultant reviews and provides comments to the Compensation Committee based on our CEO’s recommendation with respect to our NEOs, other than our CEO. Our CEO does not participate in deliberations or decisions concerning his own compensation.

The Role of the Compensation Consultants

Prior to entering bankruptcy, the Compensation Committee engaged in a request for proposal for executive compensation advisory services and conducted an extensive interview with multiple consultants. Although WTW had been retained by the previous Compensation Committee in 2020, they did not provide pre-bankruptcy advisory services on specific programs. The committee retained the service of WTW to perform executive compensation advisory services, reporting directly to the Compensation Committee Chair. Upon emergence from bankruptcy, the Compensation Committee solicited proposals from several executive compensation consulting service providers. Upon evaluating the proposals, the Compensation Committee decided to continue the relationship with WTW for executive compensation consulting. The Compensation Committee determined that the expertise that WTW had in the executive compensation consulting space with other similar Exploration and Production (“E&P”) companies navigating the bankruptcy process, in addition to deep insights into compensation practices of other similar companies, was critical for Gulfport Energy. WTW provided contemporary best practices in base pay administration, short-term incentive plan design and long-term incentive plan design, specifically in management incentive plans for emerging companies. This information, which included reviews of peers, a broader E&P group and general industry practices, was used by the Compensation Committee to determine base salary, short-term incentives and long-term incentives for executives upon emergence.

WTW also provided support with regulatory and other considerations that affect compensation programs generally, as requested by the Compensation Committee, as well as assistance in preparation of the CD&A.

WTW reported exclusively to the Compensation Committee, with respect to the services described above. During 2021, WTW provided other services to us, but the total fees for services did not exceed $120,000. The Compensation Committee reviewed the independence of WTW and determined that there were no conflicts of interest because of the Compensation Committee’s engagement of WTW.

The Compensation Committee evaluates the independence of its compensation consultant(s) on an ongoing basis.

As previously disclosed in our Amendment No. 1 to our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, filed on April 30, 2021, the (the “2020 10-K/A”), the Company’s executive compensation program changed in August 2020 from the plan adopted during the restructuring and in light of a possible bankruptcy filing, to a program aligned with company metrics upon emergence.

Base Salary

The Compensation Committee engaged WTW to review the overall competitiveness of our executive compensation program for 2021, with continued focus on ensuring the alignment of management compensation with performance and the achievement of Gulfport’s long-term strategic goals. This engagement occurred prior to entering bankruptcy, during the bankruptcy process and upon emergence once the new Board had been installed. The Compensation Committee reviews NEO base salaries on an annual basis, with a goal of providing market competitive, fixed cash compensation. The Compensation Committee assesses comparable salary information provided by its independent compensation consultant as one factor when determining the base pay for NEOs.

Other factors the Compensation Committee considers in determining base pay for each of the NEOs include, but are not limited to: the NEO’s responsibilities, experience, leadership, potential future contribution and demonstrated individual performance. The relative weighting of these factors varies by NEO depending on their position and responsibilities. In August 2021, the base salary of our Chief Legal and Administrative Officer Mr. Craine was adjusted by 3.4% from $435,000 to $450,000 to reflect increased responsibility and competitive pay levels when compared to other similar positions after reviewing median base pay levels at our Company’s selected peer group firms. No other changes were made to NEOs’ base salaries during 2021.

Annual Incentive Awards

The Compensation Committee established a performance-based annual cash incentive program for 2021 that tied our NEOs’ compensation directly to pre-established performance metrics. Targeted annual incentive award levels were based on market information supplied by the independent compensation consultant. Individual awards may be decreased at the discretion of the Compensation Committee based on overall corporate performance for the year and other considerations.

2021 Annual Short-Term Incentive Bonus Metrics

Pre-emergence Metrics

As previously disclosed in the 2020 10-K/A, the pre-emergence short-term incentive plan, or STI Plan, for 2021 covered the period of January 1, 2021 to July 31, 2021 and was comprised of pre-emergence incentive targets set by the Compensation Committee. The 2021 portion of the STI Plan was defined and approved in 2020 in connection with entering the bankruptcy process and was the continuation of a program that covered the period beginning August 1, 2020. The metrics of the 2021 portion of the STI Plan focused on the key performance objectives identified at the beginning of the bankruptcy process as the most important objectives for Gulfport to successfully emerge as soon as possible while focusing on cost control and containment and safety and environmental best practices. The metrics were identified with pre-established targets and performance periods identified through July of 2021 which were determined to be in the best interest of the Company. While these performance targets were pre-paid, all NEOs were subject to a clawback feature if performance targets were not achieved and maximum performance payouts were capped at 100%. Following the close of the performance period, the Compensation Committee reviewed the actual performance of each KPI and determined that the actual performance goals were exceeded and as a result, performance-based cash incentives would be paid out at 100% for the pre-emergence plan. Specific performance targets and achievement of actual results are included in the table below.

2021 STI Metrics (Pre-EMERGENCE)

(1)  Bonuses were prepaid in 2020 at target achievement, subject to clawback if performance metrics were not met, as part of the Company’s Revised 2020 Incentive Compensation Program (the “Revised 2020 Incentive Compensation Program”) prior to and during the restructuring, and the maximum payout for the NEOs was capped at 100% achievement.

Post-emergence Metrics

Upon emergence from the bankruptcy process, the Compensation Committee determined the appropriate KPIs for the STI plan for the balance of 2021 and set performance targets accordingly. The KPIs included thresholds, targets and maximums that were based on predetermined financial and key performance metrics. At the completion of the performance period ending December 31, 2021, the Compensation Committee reviewed financial results, as disclosed below, and key performance indicators and approved 2021 STI payout results based on those achievements. This achievement resulted in an overall payout of 107% of target awards. Below is a summary of KPIs and results for the 2021 post-emergence STI plan.

2021 STI Metrics (POST-EMERGENCE)

(1)  Recurring general and administrative expense is a non-GAAP financial measure equal to general and administrative expense presented on the income statement, plus capitalized G&A and less any non-recurring general and administrative expense. Non-recurring general and administrative expenses are related to certain legal, financial advisory and consulting charges.

2021 Target Annual STI Opportunities and Actual Annual STI Payments

The Compensation Committee established the target annual cash STI opportunity for each of the NEOs, taking into consideration the terms of any applicable employment agreement, and approved the following cash payments based on the Company’s 2021 pre- and post-emergence results performance as described above.

PRE-EMERGENCE REVISED 2020 INCENTIVE COMPENSATION PLAN

(1)  These amounts represent the pre-emergence prepaid incentive target awards granted to our NEOs in 2020 under the Revised 2020 Incentive Compensation Program (the “Pre-Emergence Incentive Awards”).

(2)  The actual performance achievement of the Pre-Emergence Incentive Awards was 118%, as shown on page 31, when measured against the applicable pre-set KPI targets. However, the payment of the Pre-Emergence Incentive Awards was capped at 100% due to prepayment of the Pre-Emergence Incentive Awards in 2020, which was subject to clawback if the performance targets were not met.

(3)  Amounts in this column represent the portion of the Pre-Emergence Incentive Awards that was earned as of December 31, 2020.

(4)  Amounts in this column represent the portion of the Pre-Emergence Incentive Awards that was earned in 2021.

Post-Emergence 2021 STI Plan

(1)  Proration for the calculation of Mr. Cutt’s and Mr. Buese’s post-emergence target annual incentive awards was based on their respective dates of hire, and was calculated based on the number of payroll cycles that occurred during the performance period.

(2)  This amount was prorated based on eligible payroll earnings during the performance period, rather than aggregate base salary.

(3)  Mr. Craine’s base salary was increased from $435,000 to $450,000 on August 5, 2021 and his post-emergence target annual incentive award was calculated based on this new rate.

Inducement/Sign-On Bonus

Pursuant to their respective offer letter or employment agreement, Mr. Cutt and Mr. Buese each received a one-time $75,000 signing bonus when they joined the Company in May 2021. This inducement award also covered any non-business-related travel such as commuting expenses which are paid for by the executive and not eligible for reimbursement.

Long-Term Incentive Awards

Each year we grant our NEOs long-term incentive awards, that have historically consisted of equity-based awards. The Compensation Committee determines the amount of these awards, as well as the mix of equity vehicles. The objectives of our long-term incentive plan are to: (i) create significant alignment between the interests of our NEOs and our stockholders; (ii) attract and retain the services of critical talent; and (iii) focus our executives on our sustained growth and financial success.

Pre-emergence Plan

As previously discussed in the 2020 10-K/A, the Compensation Committee conducted a comprehensive review of the Company’s compensation programs and in consultation with its independent compensation consultant with expertise in executive compensation practices in distressed situations and other legal advisors, the Compensation Committee determined that significant changes were necessary to retain and motivate the Company’s employees. The Compensation Committee adopted a compensation model focused on cash retention and short-term incentives through bankruptcy emergence. Upon emergence, new metrics were established considering best practices among similarly situated companies, and as a result no long-term pre-emergence awards were granted in 2021.

Post-emergence Plan

As previously discussed in the 2020 10-K/A, the Company, after considering the advice of the experts in distressed company executive compensation practices, had previously relied upon a compensation model that focused on cash retention and short-term incentives under a distressed company model through bankruptcy emergence. Upon emergence from bankruptcy, the newly constituted Compensation Committee, in consultation with the independent compensation consultant and other legal advisors, focused on determining the appropriate long-term incentive awards for the NEOs for 2021. The Compensation Committee determined that since any previous equity executives might have had was forfeited upon emergence from bankruptcy, there was an immediate need to retain and align executives and stockholders through equity grants. In July of 2021, the Compensation Committee granted multi-year equity grants that were comprised of performance and time-based restricted stock units.

Equity Awards

As is customary for companies emerging from bankruptcy where all previous shares that might have been granted to an executive were forfeited, post-emergence grants were made to our NEOs. The objective of the post-emergence grants to our NEOs was to encourage our NEOs to remain employed with the Company and to provide alignment with our new stockholders. An explanation of the post-emergence grants, including the number of shares granted to each executive and the vesting conditions, is detailed below.

The Compensation Committee considers the grant date fair value of the long-term incentive package, the package’s potential dilutive effect on our outstanding shares of common stock and the number of shares available for grant under the 2021 Incentive Plan (as defined below) in determining the aggregate number of shares to be awarded as individual long-term incentive awards for our NEOs. The Compensation Committee evaluates stockholder dilution based on equity compensation plans compared to the total amount of the Company’s outstanding common stock. In determining the appropriate long-term incentive awards to grant NEOs other than the CEO, the Compensation Committee considers the recommendations of the CEO. The Compensation Committee reviewed market values with respect to the annual long-term incentive awards granted to similarly situated executives at the Compensation Peer Group and other oil and gas companies that had recently emerged from bankruptcy, as well as other executive compensation data provided by WTW, when determining the appropriate value of equity awards to grant post-emergence for 2021. For 2021, the Compensation Committee determined that the CEO would receive an equity grant consisting of 50% performance-based restricted stock units and 50% time-based restricted stock units in accordance with his offer letter as Interim Chief Executive Officer and Chairman of the Board. Certain of our other NEOs received an equity grant consisting of 60% performance-based restricted stock units and 40% time-based restricted stock units. The time-based restricted stock units vest in equal annual installments over a three-year period (other than for our CEO). Per Mr. Cutt’s offer letter, his time-based

restricted stock units vest in eight equal bi-annual installments over a four-year period. The performance based restricted stock units vest after a three-year performance period, based on the Company’s achievement of relative TSR as compared to a peer group of companies and absolute TSR, in each case, as described in the chart below.

2021 Post-Emergence Equity Awards

(1)  The time-based restricted stock unit values are based on the closing price of the Company’s common stock on the grant date.

(2)  The performance-based restricted stock unit awards are shown in this table based on the target number of shares subject to the awards and the closing price of the Company’s common stock on the grant date. The Company used a Monte Carlo simulation for purposes of determining the grant date fair value of these awards as reflected in the Summary Compensation Table. Please see note 2 to the Summary Compensation Table.

(3)  On July 21, 2021, in accordance with the terms of his appointment and his offer letter, Mr. Cutt was granted the following under the 2021 Incentive Plan: (i) 24,590 time-based restricted stock units that will vest bi-annually over the four-year period commencing as of the grant date, subject to continued employment through each applicable vesting date, and (ii) 24,590 performance-based restricted stock units that will vest based on performance over a three-year period and continued service through May 17, 2022.

(4)  On July 21, 2021, in accordance with the terms of his appointment and his employment agreement, Mr. Buese was granted the following under the 2021 Incentive Plan: (i) 17,377 restricted stock units that will vest annually in three equal installments over the three-year period commencing as of the grant date, subject to continued employment through each applicable vesting date, and (ii) 26,066 performance-based restricted stock units that will vest based on performance and continued service over a three-year period.

(5)  On July 21, 2021, Mr. Craine was granted the following under the 2021 Incentive Plan: (i) 41,722 time-based restricted stock units that will vest annually in three equal installments over the three-year period commencing as of the grant date, subject to continued employment through each applicable vesting date, and (ii) 62,711 performance-based restricted stock units that will vest based on performance and continued service over a three-year period.

(6)  On July 21, 2021, Mr. Sluiter was granted the following under the 2021 Incentive Plan: (i) 8,345 time-based restricted stock units that will vest annually in three equal installments over the three-year period commencing as of the grant date, subject to continued employment through each applicable vesting date, and (ii) 12,542 performance-based restricted stock units that will vest based on performance and continued service over a three-year period.

(7)  On July 21, 2021, Mr. Moses was granted the following under the 2021 Incentive Plan: (i) 8,345 time-based restricted stock units that will vest annually in three equal installments over the three-year period commencing as of the grant date, subject to continued employment through each applicable vesting date, and (ii) 12,542 performance-based restricted stock units that will vest based on performance and continued service over a three-year period.

Compensation Risk Management

Upon emergence from bankruptcy and returning to customary executive compensation practices, the Compensation Committee continues to review the risks and rewards associated with our compensation policies and programs. We believe that our policies and programs encourage and reward prudent business judgment, encourage short-term stockholder value creation, and prioritize long-term growth by discouraging excessive risk taking. With respect to specific elements of compensation:

•        Integrated Approach – Our programs balance short- and long-term incentives for our executive officers by providing an appropriate mix of fixed, performance-based, discretionary and equity compensation, with the goal of creating both short- and long-term stockholder value.

•        Attract Top Talent – Annual base salaries for our NEOs do not encourage excessive risk-taking as they are fixed amounts that are subject to discretionary increases by our Compensation Committee that may be based on, among other factors, annual performance evaluations. We believe that annual base salaries are set at reasonable levels, as compared to the base salaries of similarly-situated individuals at our peer group companies, and therefore do not negate the effect of other compensation elements that encourage long-term service, growth and performance that may increase stockholder value.

•        Support Business Objectives and Strategic Goals – Our annual incentive awards are determined based on Company and individual performance measures, both operational and strategic, which mitigate excessive risk-taking that could produce unsustainable gains in one area of performance at the expense of our overall long-term interests. The Company’s goals are designed to ensure a proper balance between stock performance, operational measures, financial goals and strategic goals. In addition, the Compensation Committee sets performance goals that it believes are reasonable considering our past performance, then-current business projections and market conditions.

•        Pay for Performance – The Compensation Committee believes that performance-based equity awards tied to the Company’s stock price and relative performance versus peers, and cash compensation, with meaningful performance targets, such as those under our Annual Incentive Plan (as defined below), will further align our NEOs’ interests with those of our stockholders, will motivate our NEOs to contribute to the Company’s growth and profitability and will link a larger portion of our NEOs’ compensation to the performance of the Company.

•        Maximize Stockholder Value – Our annual incentive awards are subject to maximum payout caps that limit the amount a NEO may earn on any individual metric or operational measures.

•        Create Ownership Culture – Performance-based and time-based restricted stock unit awards, in each case, vesting over time, as well as robust stock ownership guidelines for our NEOs and non-employee directors, promote stock ownership culture and ensure that our NEOs and directors have a continuing stake in the long-term success of the Company. We believe that our long-term equity awards granted to our NEOs discourage excessive risk taking, as there is a balance between performance-based and time-based awards that moderates the risk that may otherwise exist if equity awards were to vest based solely on achieving performance targets.

Based on the foregoing, the Compensation Committee believes that the Company utilizes compensation policies and programs such that there are no risks that are reasonably likely to have a material adverse impact on the Company.

Clawback Provisions

Under the Sarbanes-Oxley Act of 2002, incentive compensation received by our Chief Executive Officer and Chief Financial Officer may be subject to clawback in the event of a restatement of our financial statements. Each award granted pursuant to the 2021 Incentive Plan (including awards granted to our NEOs) is conditioned on repayment or forfeiture in accordance with applicable laws, our Company policies and any relevant provisions in the related award agreements. Further, under the terms of our employment agreements with Messrs. Wood, Moore, and Craine, dated August 1, 2019, with Mr. Hicks dated August 9, 2019, with Messrs. Sluiter and Moses dated November 13, 2020 and with Mr. Buese dated May 17, 2021, any equity awards granted, any proceeds of any equity awards that previously have been sold, transferred or otherwise disposed of, and any annual incentive award will be subject to clawback by us, now or in the future, under the Dodd-Frank Act and the Sarbanes-Oxley Act, each as amended, and their rules, regulations and binding, published guidance.

Stock Ownership Guidelines for Executive Officers

We believe it is important for our executive officers to align their financial interests with those of our stockholders. Accordingly, effective January 1, 2019, our Board of Directors adopted a formal stock ownership policy that requires our CEO to achieve a stock ownership level equal to the value of common stock that is five times the value of his annual base salary within five years of the effective date of such stock ownership policy. The Compensation Committee also designated our other executive officers that are subject to Section 16 reporting obligations under the Exchange Act, to be subject to the stock ownership policy. The stock ownership level for our other NEOs and Section 16 officers is three times the value of their respective annual base salaries to be achieved within five years of the effective date of our stock ownership policy. None of our executive officers have been in their position long enough to be required to meet the minimum stock ownership reaffirmed guidelines, particularly given the Company’s restructuring in 2020; however, all are on track to do so within the prescribed timeframe through expected grants.

Our non-employee directors are also subject to the stock ownership policy discussed above under “Stock Ownership Guidelines for Directors.”

Anti-Hedging and Pledging Policies

We have a policy prohibiting directors, executive officers and certain other designated employees from speculative trading in our securities, including hedging transactions, short selling, and trading in put options, call options, swaps or collars, or holding our securities in margin accounts. We also have a policy prohibiting directors, executive officers and certain other designated employees from pledging Gulfport securities. To our knowledge, all individuals follow these policies.

Termination and Change of Control Benefits

As noted above, certain of our NEOs are (or were formerly) party to an employment agreement with the Company which provides (or provided) for certain payments and benefits in the event of a termination of such NEO under specific circumstances. The NEOs’ employment agreements are designed to avoid distraction potentially detrimental to stockholder value upon a change in control and to enhance protection for the NEOs in connection with such events. These agreements (and the severance payments referenced below) are described in more detail under “NEO Employment Agreements and Termination and Change of Control Benefits.”

Our emergence from bankruptcy on May 17, 2021 constituted a change of control under certain NEOs’ employment agreements, and following emergence the Board reached an agreement with Mr. Wood that he would no longer serve as Chief Executive Officer and a member of the Board, and an agreement with Mr. Hicks that he would no longer serve as our Chief Financial Officer. The termination of Messrs. Wood’s and Hicks’ employment was treated as a termination without “cause” during a “change of control” period (each as defined in the applicable employment agreement). Subject to Messrs. Wood’s and Hicks’ execution and non-revocation of the release of claims substantially in the form attached to the applicable employment agreement, Messrs. Wood and Hicks received the severance payments set forth in Section 6.1.2(c) of the applicable employment agreement.

On June 3, 2021, the Board accepted Donnie Moore’s notice of resignation and intent to retire and reached an agreement where Mr. Moore relinquished his position as Chief Operating Officer effective as of June 11, 2021. The Board treated Mr. Moore’s departure from the Company as a termination without “cause” during a “change of control” period (each as defined in his employment agreement) pursuant to his employment agreement. Subject to Mr. Moore’s execution and non-revocation of the release of claims substantially in the form attached to his employment agreement, Mr. Moore received the severance payments set forth in Section 6.1.2(c) of his employment agreement.

Perquisites and Other Personal Benefits

We provide certain of our NEOs with a limited number of perquisites or other personal benefits, primarily consisting of life insurance premiums and Company-sponsored sporting events tickets. The Company does not offer any excessive perquisites to executives that are not generally provided to other non-executives. We believe these limited benefits help provide a competitive compensation package. The value of these benefits is disclosed in the “Summary Compensation Table.”

In February 2019, we adopted an aircraft use policy for aircraft chartered or owned by the Company. As part of the bankruptcy process the Company terminated any chartered aircraft arrangements and as of emergence from bankruptcy the Company does not have any private or chartered aircraft arrangements. We restrict personal use of Company-owned or chartered aircraft by our

executive officers and other employees, as well as by members of our Board of Directors. Our aircraft use policy requires that any personal use of a chartered aircraft by any NEO be reported as a perquisite, based on the aggregate incremental value of such personal use. There was no personal use of Company-owned or chartered aircraft in 2021.

Accounting Implications of Executive Compensation Policy

We are required to recognize compensation expense of all stock-based awards pursuant to the provisions of FASB ASC Topic 718, “Compensation-Stock Compensation.” Under U.S. generally accepted accounting principles, or GAAP, only vested shares are included in basic shares outstanding. Also, under GAAP, non-vested shares are included in diluted shares outstanding when the effect is dilutive.

The Compensation Committee believes that linking a large portion of our executive officers’ compensation to both performance-based long-term equity incentive awards and performance-based bonus arrangements, with meaningful performance metrics, appropriately aligns our executives’ interests with those of our stockholders and are consistent with market practices. The Compensation Committee also believes that our current compensation policies and practices enhance retention of executive talent through multi-year vesting of stock awards and discourage unnecessary and excessive risk taking. The Compensation Committee further believes that our other compensation policies and practices, such as our policy prohibiting pledging and hedging of our stock by our executive officers and directors, as well as the lack of significant perquisites and absence of pension or supplemental retirement benefits (aside from those afforded under our broad-based 401(k) plan) for our executive officers are consistent with prudent compensation philosophy and the interests of our stockholders. The Compensation Committee will continue to consider the outcome of our stockholders’ future “say-on-pay” votes when making compensation decisions for our NEOs.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on its review and discussion with management, the Compensation Committee recommended that the Compensation Discussion and Analysis be included in this proxy statement.

Respectfully submitted by the Compensation Committee:

Dated: May 2, 2022

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee during the past fiscal year is or has ever been an officer or employee of ours, or has engaged in any related party transaction in which our Company was a participant. None of our executive officers during the past fiscal year serves, or has served during the past fiscal year, as a member of the Board of Directors or Compensation Committee of any other company that has one or more executive officers serving, or that has served during the past fiscal year, as a member of our Board of Directors or Compensation Committee (other than Mr. Cutt, who was appointed as our Interim Chief Executive Officer and Chairman of the Board on May 17, 2021, and assumed the role of Chief Executive Officer and Chairman of the Board on September 2, 2021).

The following table provides information concerning each grant of an award made to our NEOs in the fiscal year ended December 31, 2021 under any Company plan.

(1)   Reflects performance-based annual cash incentives granted to certain of our NEOs in 2021 under our Annual Incentive Plan.

(2)   Reflects awards of performance-based restricted stock units granted to certain of our NEOs in 2021 under the 2021 Stock Incentive Plan.

(3)   Reflects awards of time-based restricted stock units granted to certain of our NEOs in 2021 under the 2021 Incentive Plan.

(4)   The amounts reported for performance-based and time-based restricted stock units in this column reflect the fair value of the applicable awards on the grant date. The amounts were calculated in accordance with FASB ASC Topic 718 using certain assumptions, as set forth in Note 1 and Note 8 to our consolidated financial statements for the fiscal year ended December 31, 2021 under the headings “Summary of Significant Accounting Policies — Accounting for Stock-based Compensation” and “Stock-Based Compensation,” respectively, included in our Annual Report on Form 10-K, filed with the SEC on March 1, 2022.

The following table provides information concerning equity awards granted to our NEOs that were outstanding as of December 31, 2021.

(1)   Represents awards of time-based restricted stock units granted to certain of our NEOs on July 21, 2021 under the 2021 Incentive Plan, each of which vest annually in three equal installments over the three-year period commencing as of the grant date, subject to continued employment through each applicable vesting date (except for Mr. Cutt, whose time-based restricted stock units vest bi-annually in eight equal installments over the four-year period commencing as of the grant date, subject to continued employment through each applicable vesting date).

(2)   The market value of restricted stock units that have not vested is based on the closing price of $72.03 per share of our common stock on the NYSE Global Select Market on December 31, 2021, the last trading day of 2021.

(3)   Represents awards of performance-based restricted stock units granted to certain of our NEOs on July 21, 2021 under the 2021 Incentive Plan, each of which vest based on the Company’s achievement of certain absolute and relative TSR metrics and the applicable NEOs’ continued employment over a three-year performance period (except for Mr. Cutt, whose service-vesting date is May 17, 2022). Such performance-based restricted stock units are shown above at the threshold level based on results for the first year of the 2021-2024 performance period.

The following table provides the number of shares acquired upon vesting of restricted stock awards for certain of our NEOs. All vesting described in the table below occurred pre-emergence and such vested shares were cancelled in connection with the bankruptcy.

(1)   Reflects OTC trading value of the Company’s stock during bankruptcy at a value of $0.0878 on the vesting date closing price per share of our common stock. If the vesting date was not a trading day, the value is based on the closing price per share of our common stock on the last trading day prior to the vesting date.

(2)   Mr. Craine’s pre-emergence stock awards did not vest in 2021 prior to our emergence from bankruptcy. All unvested pre-emergence stock awards were cancelled in connection with our emergence from bankruptcy.

(3)   Mr. Sluiter was granted an inducement award amount of 119,993 restricted stock units under the 2019 Incentive Plan, with a value of $983,943 determined based on the closing price per share of common stock on the Nasdaq Global Market on February 25, 2019. In addition, he received a grant of 116,129 restricted stock units that was scheduled to vest annually in three approximately equal installments beginning August 6, 2020 and 116,129 performance-based restricted stock units that were scheduled to vest based on performance and continued service over a three-year period, in accordance with the 2019 Incentive Plan. The shares granted to Mr. Sluiter in 2020 were forfeited in connection with the adoption of the Revised 2020 Incentive Compensation Program and Mr. Sluiter’s remaining unvested pre-emergence stock awards were cancelled in connection with our emergence from bankruptcy.

(4)   Mr. Wood was granted an inducement award amount of 121,951 restricted stock units under the 2019 Incentive Plan, with a value of $1,000,000 determined based on the closing price per share of common stock on the Nasdaq Global Market on February 25, 2019. In addition, he received a grant of 228,659 restricted stock units that was scheduled to vest annually in three approximately equal installments beginning February 26, 2020 and 228,659 performance-based restricted stock units that were scheduled to vest based on performance and continued service over a three-year period, in accordance with the 2019 Incentive Plan. The shares granted to Mr. Wood in 2020 were forfeited in connection with the adoption of the Revised 2020 Incentive Compensation Program and Mr. Wood’s remaining unvested pre-emergence stock awards were cancelled in connection with our emergence from bankruptcy.

(5)   Mr. Moore was granted an award of 242,742 restricted stock units under the 2019 Incentive Plan that was scheduled to vest annually in three approximately equal installments beginning August 6, 2020 and 242,742 performance-based restricted stock units that were scheduled to vest based on performance and continued service over a three-year period, in accordance with the 2019 Incentive Plan. Mr. Moore’s award of 137,143 restricted stock units was granted on February 19, 2018, of which 45,714 vested on February 27, 2019, 45,714 vested on February 27, 2020 and the remaining 45,715 restricted stock units vested on February 27, 2021. The shares granted to Mr. Moore in 2020 were forfeited in connection with the adoption of the Revised 2020 Incentive Compensation Program and Mr. Moore’s remaining unvested pre-emergence stock awards were cancelled in connection with our emergence from bankruptcy.

We maintain a retirement savings plan, or the 401(k) Plan, for the benefit of our eligible employees who have attained the age of 18. Currently, employees may elect to defer their compensation up to the statutorily prescribed limit. During the plan year, we make a safe-harbor contribution based on a formula that provides a company match of 100% of the first 4% of eligible compensation and a 50% match of deferrals that exceed 4% of compensation but do not exceed 6% of compensation with each pay period. We also have the ability to make an additional, discretionary contribution based on each eligible employee’s eligible annual compensation for the prior calendar year. All contributions made by us on behalf of an employee are 100% vested when contributed. The 401(k) Plan is intended to qualify under Sections 401(a) and 501(a) of the Code. As such, contributions to the 401(k) Plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) Plan, and all contributions are deductible by us when made.

Our 2019 Restated Stock Incentive Plan (the “2019 Incentive Plan”) which amended and restated our Amended and Restated 2005 Stock Incentive Plan, was adopted and approved by our stockholders during the 2019 Annual Meeting. Following the adoption of the 2021 Incentive Plan (as defined below), no additional grants were made under the 2019 Incentive Plan.

Upon emergence on May 17, 2021, our Board adopted the Gulfport Energy Corporation 2021 Stock Incentive Plan (the “2021 Incentive Plan”) and authorized and reserved 2,828,123 shares of Gulfport’s common stock for issuance to Gulfport’s employees (including our NEOs), consultants and non-employee directors pursuant to equity incentive awards to be granted under the 2021 Incentive Plan, which may be in the form of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights and performance awards or any combination of the foregoing.

The 2014 Annual Incentive Compensation Plan (the “Annual Incentive Plan”), was approved by our Board of Directors on April 1, 2014 and by our stockholders at the 2014 Annual Meeting of Stockholders on June 11, 2014. Our executive officers and selected employees and those of our subsidiaries are eligible to receive awards under the Annual Incentive Plan. The Annual Incentive Plan provides for awards of incentive compensation that are contingent on the attainment of specific performance targets. Under the Annual Incentive Plan, the Compensation Committee, as the plan administrator, establishes the performance targets for each award and the performance period during which the performance is to be measured, which will generally be our fiscal year. Performance targets may include a minimum level of performance below which no payment will be made, levels of performance at which specified percentages of the award will be paid, and a maximum level of performance above which payment will be capped at the highest specified percentage.

Performance targets for each award will be based on pre-established performance factors that may relate to the performance of the Company or the performance of a business unit, product line, territory or any combination of these. Performance targets for employees who are not executive officers may also be based on other additional objective or subjective performance criteria established by the plan administrator.

The plan administrator may at any time establish additional conditions and terms of payment of awards, including additional financial, strategic or individual goals, which may be objective or subjective.

Unless the plan administrator provides otherwise, a participant must be employed by us on the date that awards are paid to receive an award payment, except in the case of death or disability. If a participant dies or becomes disabled during a performance period, the participant (or the participant’s beneficiary) will receive a pro-rated award payment at the same time all other awards are paid for the performance period. In the event of a change in control, each named executive officer will be paid the target award amount (mid-point of any specified range of potential award payment amount) based on the assumption that the performance target was attained at the target level (mid-point of any specified range of performance targets) for the entire performance period. The target award amount will be paid within ten (10) days following the consummation of the change in control transaction.

The plan administrator may at any time amend or terminate the Annual Incentive Plan in whole or in part.

Our Board of Directors has delegated its authority to administer the Annual Incentive Plan to the Compensation Committee, to whom we refer as the plan administrator. The plan administrator has the authority to administer the Annual Incentive Plan and to exercise all the powers and authorities either specifically granted to it under the Annual Incentive Plan or necessary or advisable in the administration of the Annual Incentive Plan, including (but not limited to) the following:

•        to interpret the Annual Incentive Plan and any award;

•        to prescribe rules relating to the Annual Incentive Plan;

•        to determine the persons to receive awards;

•        to determine the terms, conditions, restrictions and performance criteria, including performance factors and performance targets, relating to any award;

•        to accelerate an award that is designed not to be deferred compensation subject to Code Section 409A (after the attainment of the applicable performance target or targets);

•        to adjust performance targets in recognition of specified events such as unusual or non-recurring events affecting us or our financial statements, including certain asset dispositions, cessation of operations resulting from a natural disaster, or in response to changes in applicable laws, regulations, or accounting principles as specified in the Annual Incentive Plan or in the performance targets established for any performance period;

•        to waive restrictive conditions for an award (but not performance targets); and

•        to make any other determinations that may be necessary or advisable for administration of the Annual Incentive Plan.

The following table sets forth, as of December 31, 2021, certain information with respect to all compensation plans under which equity securities are authorized for issuance.

(1)   Refers to the 2021 Stock Incentive Plan.

(2)   Includes an aggregate of 351,551 unvested restricted stock units and shares of unvested restricted stock granted under the 2021 Stock Incentive Plan.

(3)   No options were outstanding as of December 31, 2021, and neither restricted stock units nor shares of restricted common stock have an exercise price.

Chief Executive Officer Offer Letter

On May 17, 2021, we entered into an offer letter with Mr. Cutt to serve as our Interim Chief Executive Officer and Chairman of the Board.

On September 2, 2021, Mr. Cutt assumed the role of Chief Executive Officer and Chairman of the Board, and we entered into an amendment to the offer letter with Mr. Cutt.

Pursuant to his offer letter, as amended, Mr. Cutt serves as our Chief Executive Officer and Chairman of the Board. The offer letter provides for no fixed term of employment (although Mr. Cutt agrees to give 90 days’ notice of intent to resign as Chief Executive Officer at any time), and Mr. Cutt will continue to serve as Chairman of the Board following the termination of his term of employment (subject to the Board’s ability to remove him at any time). The offer letter also provides for, among other things, (i) an annual base salary of $750,000, (ii) eligibility to receive an annual bonus with a target bonus opportunity of 100% of base salary, and (iii) a $75,000 signing bonus.

Upon Mr. Cutt’s termination of employment by the Company without “cause” (as defined in the offer letter) following the occurrence of a “change of control” (as defined in the 2021 Incentive Plan), subject to his execution and non-revocation of a release of claims, Mr. Cutt will receive severance in an amount equal to three times the sum of his (i) then-current base salary plus (ii) target annual bonus for the year in which such termination occurs, payable in a lump sum on the 60th day following such termination of employment. If Mr. Cutt breaches any of the restrictive covenants contained in his offer letter (as described below), his right to receive any severance will cease and he will be required to repay any previously paid severance.

Mr. Cutt’s offer letter provides for the following treatment of his equity awards: (i) unless mutually agreed between the parties, Mr. Cutt agrees to forfeit 100% of his performance-based restricted stock units granted on July 21, 2021 if the term of his employment ends prior to May 17, 2022 other than due to a change of control, (ii) upon a change of control, all time-based and performance-based restricted stock units will vest, and (iii) in the event of a termination of employment due to (x) voluntary resignation or termination for cause, all unvested time-based and performance-based restricted stock units will be forfeited for no consideration or (y) a termination without cause, death or disability, all unvested time-based and performance-based restricted stock units will fully vest and be settled on the 60th day following such termination, subject, in the cause of a termination without cause, to Mr. Cutt’s execution and non-revocation of an effective release of claims.

Mr. Cutt’s offer letter also contains a one-year post-employment non-solicitation clause and standard confidentiality, trade secrets and cooperation provisions.

Under his offer letter, “cause” generally means (i) Mr. Cutt’s willful and continued failure to perform substantially his duties with the Company (other than for failures resulting from incapacity due to physical or mental illness) or (ii) willful engaging in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

NEO Employment Agreements and Termination and Change of Control Benefits

As indicated above, certain of our NEOs are (or were formerly) parties to an employment agreement with the Company.

Pursuant to the employment agreements with Messrs. Wood, Moore, Hicks, Craine, Sluiter, Moses and Buese (collectively, the “Employment Agreements”, and such individuals, the “Covered NEOs”), each current employment agreement provides for an initial term that extends through December 31, 2023 (or December 31, 2024 for Mr. Buese); provided that the term will automatically renew for successive one-year terms unless the Company or the Covered NEO gives written notice not to renew at least 90 days before the end of the initial term or any renewal term. If a “change of control” (as described in the applicable Employment Agreement) occurs during the term thereof, the term will be extended to the later of the original expiration date of the term or the date that is 24 months after the effective date of the change of control.

The Employment Agreements provide each Covered NEO with, among other things: (i) an annual base salary of $834,000, $505,000, $425,000, $435,000 (increased to $450,000 in August 2021), $360,000, $350,000 and $450,000 for Messrs. Wood, Moore, Hicks, Craine, Sluiter, Moses and Buese respectively, (ii) eligibility to earn a target annual bonus under the Company’s Annual Incentive Plan equal to 125%, 100%, 90%, 90%, 60%, 60% and 90% of base salary for Messrs. Wood, Moore, Hicks, Craine, Sluiter, Moses and Buese, respectively, (iii) eligibility for annual grants of equity awards as determined in the sole discretion of the Compensation Committee pursuant to the Company’s equity compensation plans; provided that, with respect to the calendar year ending December 31, 2020, each of Messrs. Wood, Moore, Hicks and Craine will receive awards that have a target aggregate fair value of 500%, 350%, 200% and 200% of base pay, respectively, and (iv) benefits that are customarily provided to similarly situated executives of the Company.

In addition, our Covered NEOs will be entitled to receive (or have already received) specified payments and benefits upon certain termination events pursuant to the Employment Agreements, including termination following a change of control. The Compensation Committee believes that these provisions encourage our Covered NEOs to remain in our employment, as applicable, in the event of a change of control of the Company and during circumstances which indicate that a change of control might occur. The Compensation Committee believes termination and change of control benefits are important in maintaining strong leadership and in encouraging retention in these situations and encourages our Covered NEOs to act in the best interests of

stockholders without distraction based on uncertainty regarding their employment status, as applicable. Under the Employment Agreements, if a Covered NEO’s employment is terminated without “cause” by the Company or by the applicable Covered NEO for “good reason” during such time that is not within the 24-month period following a “change of control” (as such terms are defined in the Employment Agreements), such Covered NEO will be entitled to severance compensation equal to:

•        100% of annual base salary and target annual bonus;

•        pro-rata target annual bonus;

•        pro-rated vesting of the Covered NEO’s unvested equity awards (with performance award vesting based on performance through the termination date); however, see “2021 RSU and PSU Grant Agreements” for terms applicable to equity awards granted in 2021;

•        immediate vesting of any Company matching or other contributions to the Company’s non-qualified deferred compensation plans, if any (“Company Non-Qualified Contributions”) (except for Mr. Buese); and

•        a lump sum payment equal to the Covered NEO’s monthly COBRA premium for a 12-month period.

If, however, such Covered NEO’s employment is terminated without cause by the Company or by the Covered NEO for good reason, in each case, within 24 months following a change of control, such Covered NEO will instead be entitled to severance compensation equal to:

•        200% of annual base salary and target annual bonus (100% for Mr. Sluiter and Mr. Moses);

•        pro-rated target annual bonus;

•        immediate vesting of the Covered NEO’s unvested equity awards (with performance award vesting based on performance through the termination date); however, see “2021 RSU and PSU Grant Agreements” for terms applicable to equity awards granted in 2021;

•        immediate vesting of any Company Non-Qualified Contributions (except for Mr. Buese); and

•        a lump sum payment equal to the Covered NEO’s monthly COBRA premium for an 18-month period.

Notwithstanding the terms described above, the agreement each NEO entered into in connection with the Revised 2020 Incentive Compensation Program provides that the NEO will not be entitled to any severance amount with respect to a pro-rated annual bonus for a termination that occurs in 2020 or 2021. In addition, upon a termination without cause or a resignation for good reason (i) the Retention Component of the Revised 2020 Incentive Compensation Program will be fully vested and no longer subject to clawback and (ii) the Performance Component of the Revised 2020 Incentive Compensation Program will remain outstanding and eligible to vest based on actual performance through the end of the performance period as if the NEO’s employment had not terminated, and any vested portion of the performance component will no longer be subject to clawback.

As noted above in “Termination and Change of Control Benefits”, in 2021 Messrs. Wood, Hicks and Moore incurred a termination of employment by the Company without cause during a change in control period, and received the severance payments set forth in Section 6.1.2(c) of the applicable Employment Agreement.

Under the Employment Agreements:

“Good reason” is generally defined as (i) the elimination of the Covered NEO’s position, a material reduction in the duties and/or reassignment of the Covered NEO to a new position of materially less authority; or (ii) a material reduction in the Covered NEO’s base salary, in either case, subject to a cure period of 30 days. For Mr. Buese, “good reason” also includes (x) a requirement that he relocate to a location outside of a 50 mile radius of his office or principal base of operation immediately prior to a change of control or (y) a requirement that he spend more than 50% of his time in Gulfport’s Oklahoma City headquarters on an ongoing basis.

“Cause” is generally defined as (i) the Covered NEO’s willful and continued failure to perform substantially such Covered NEO’s duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness) or (ii) the Covered NEO’s willful engaging in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

Severance benefits payable under the Employment Agreements are generally conditioned on timely execution of a waiver and release of claims.

Each such Employment Agreement also contains a one-year post-employment non-solicitation clause and standard confidentiality, trade secrets and cooperation provisions.

2021 RSU and PSU Grant Agreements:

On July 21, 2021, Messrs. Cutt, Buese, Craine, Sluiter and Moses each received an award of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) under the 2021 Incentive Plan.

Pursuant to the applicable award agreement, upon the applicable NEO’s termination of employment or service for any reason, any unvested RSUs or PSUs will be immediately forfeited for no consideration. For Mr. Cutt, if he continues to provide services to the Company as a member of the Board following his termination of employment, his RSUs will continue to vest in accordance with the vesting schedule set forth in his RSU award agreement. In addition, Mr. Cutt’s PSUs will be considered fully time-vested as of May 17, 2022.

Upon a termination of the applicable NEO’s employment or service due to death or “disability”, by the Company without “cause” (each as defined in the 2021 Incentive Plan) or due to a resignation by the applicable NEO for “good reason” (as defined in the applicable award agreement), (i) any unvested RSUs will accelerate and fully vest, and (ii) a prorated portion of the PSUs will vest based on the actual achievement of the performance conditions to be determined at the expiration of the performance period, and any remaining unvested PSUs will be forfeited (provided, that if the applicable NEO is terminated by the Company without cause or resigns for good reason within the first 18 months of the performance period (or for Mr. Cutt, prior to May 17, 2022), the Compensation Committee will have sole discretion whether the PSUs will accelerate and vest in such manner).

Upon the occurrence of a “change in control” (as defined in the 2021 Incentive Plan), to the extent the RSUs or PSUs, as applicable, are not assumed by the surviving entity, (i) any unvested RSUs will accelerate and fully vest, and (ii) the applicable NEO will become vested in 100% of the target award of PSUs or, if greater, the percentage of the target award of PSUs earned based on the actual achievement of the performance conditions to be determined as if the change in control was the last day of the performance period (except that the TSR for the Company and each of the peer companies will be determined using the closing price as of the closing date of the change in control compared to the reference value).

Upon the occurrence of a change in control, to the extent the RSUs or PSUs, as applicable, are assumed by the surviving entity, (i) upon the termination of the applicable NEO’s employment or service due to death or disability, by the Company without cause or by the applicable NEO for good reason within the 24 month period following such change in control, any unvested RSUs will accelerate and fully vest, and (ii) the PSUs will be converted, as of the date of such change in control, into time-based restricted stock units (the “Converted RSUs”), subject to the applicable NEO’s continuous employment or service through the date of such change in control, with the number of PSUs to be converted equal to 100% of the target award of PSUs or, if greater, the percentage of the target award of PSUs earned based on the actual achievement of the performance conditions to be determined as if the change in control was the last day of the performance period (except that the TSR for the Company and each of the peer companies will be determined using the closing price as of the closing date of the change in control compared to the reference value), and 100% of the Converted RSUs will vest, if at all, on the last day of the performance period, subject to the applicable NEO’s continuous employment or service through such date; provided, that if the applicable NEO’s employment or service is terminated due to death or disability, by the Company without cause or by the applicable for good reason following such change in control, 100% of the Converted RSUs will vest as of the date of such termination.

In the event of (i) a change in the composition of the Board such that, for a period of 30 days, the majority of the members of the Board are no longer considered “independent” (as described in the applicable award agreement) or (ii) any stockholder becomes the beneficial owner of more than 75% of the total combined voting power of all classes of stock of the Company (each such event, a “Special CiC Event”), (x) any unvested RSUs will accelerate and fully vest, and (y) the applicable NEO will become vested in 100% of the target award of PSUs or, if greater the percentage of the target award of PSUs earned based on the actual achievement of the performance conditions to be determined as of the Special CiC Event (determined as if the Special CiC Event was the last day of the performance period).

The following tables provide information regarding potential payments to each of our NEOs as of December 31, 2021 in connection with certain termination events, including a termination related to a change of control of the Company.

Pursuant to Item 402(u) of Regulation S-K, we are disclosing the pay ratio and supporting information comparing the median of the annual total compensation of our employees (including full-time, part-time, seasonal and temporary employees) other than Mr. Cutt, our Chief Executive Officer and Chairman of the Board, as of December 31, 2021 (the date selected to identify the ‘median employee’, as further described below), and the annual total compensation of Mr. Cutt. The pay ratio is calculated in a manner consistent with Item 402(u) of Regulation S-K.

For the year ended December 31, 2021, our last completed fiscal year:

•        The annual total compensation of our median employee was $107,634.

•        The annual total compensation of Mr. Cutt was $4,369,146.

Based on this information, for 2021 the ratio of the annual total compensation of Mr. Cutt to the median of the annual total compensation of all other employees was approximately 41:1.

We selected December 31, 2021 as the date upon which we identified the median employee. We reviewed the Medicare Taxable Earnings as reported on IRS Form W-2 (Box 5) for 2021 for all individuals employed by us on December 31, 2021 (other than Mr. Cutt) and identified the median employee based off of Medicare Taxable Earnings.

Once we identified our median employee, we calculated that employee’s annual total compensation for 2021 in the same manner that we determined the total compensation of our named executive officers for purposes of the Summary Compensation Table set forth above. This resulted in an annual total compensation of $107,634 for the identified employee for the year ended December 31, 2021. The total compensation for Mr. Cutt was calculated based on the values included in the Summary Compensation Table set forth above, and was then annualized for 2021, by assuming Mr. Cutt earned a full year of base salary ($750,000), and was paid a full year of STI payment at target achievement ($750,000). Mr. Cutt does not participate in the Company’s benefit plans with the exception of imputed income on Company-paid life insurance provided to all employees. We made no material assumptions, adjustments, or estimates to identify the median employee or to determine total compensation, and we did not annualize the compensation for any employees that were not employed by us the entire year (other than for Mr. Cutt, as described above).

We believe that the above pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. In addition, because the Securities and Exchange Commission rules for identifying the median employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Our policy is that members of our Board of Directors who are also our officers or employees do not receive compensation for their services as directors. The compensation of our non-employee directors for 2021 is described below.

Pre-emergence Cash Compensation

Effective January 1, 2019, based on the recommendation of Pearl Meyer, our Board of Directors eliminated attendance fees for Board and Committee meetings. In addition, the Chairman of the Board received an additional $85,000 annual retainer and the members and chairperson of each of our Board Committees received an additional cash retainer as set forth in the table below. During the bankruptcy process, in lieu of a 2021 equity grant, each director received a monthly cash payment equivalent to $175,000 annually.

Pre-emergence Equity Compensation

The Compensation Committee approved the 2020 revised program on August 2, 2020, replacing the 2020 program for an all-cash incentive program, as referenced above. The July 2020 equity grants were forfeited in connection with the adoption of the all-cash program. No additional pre-emergence equity grants were made to our non-employee directors in 2021.

Pre-emergence Director Fees

Post-emergence Cash Compensation

Upon emergence, the annual retainer for each non-employee director increased from $85,000 to $100,000. In addition, the Chairman of the Board will receive an additional $50,000 annual retainer, however, since Mr. Cutt is both a director and an employee of the Company, he is not eligible to receive this retainer. The members and chairperson of each of our Board Committees receives an additional annual retainer as set forth in the table below.

Post-emergence Equity Compensation

Following emergence, in 2021 each non-employee director received a grant of restricted stock units with a grant date fair value of $559,000 under the 2021 Incentive Plan that vests in four equal annual installments.

Post-emergence Director Fees