Adam Dirlam
NORTHERN OIL & GASAbout Adam Dirlam
Adam Dirlam is President of Northern Oil and Gas, Inc. (NOG), serving in this role since December 2021; he previously served as Chief Operating Officer from January 2020 to December 2021 and has been employed by NOG since 2009. Age and education are not disclosed in NOG’s 2025/2024 proxy statements. NOG’s executive pay program links Mr. Dirlam’s variable compensation to quantitative performance metrics: Adjusted EBITDA, Return on Capital Employed (ROCE), and 3‑year absolute and relative Total Shareholder Return (TSR) versus a defined peer group; shareholders supported NOG’s executive compensation with 84% “Say-on-Pay” approval in 2024 for 2023 compensation . Company performance under his tenure includes $883m in bolt-on acquisitions in 2024, production +26% YoY, cash from operations +19% YoY, and TSR outperforming the SPDR S&P Oil & Gas E&P ETF by 6% in 2024 (after +22% in 2023, +9% in 2022, +70% in 2021) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northern Oil and Gas, Inc. | President | Dec 2021–present | NOG executed growth/diversification via bolt-on acquisitions; production and cash flow increased; TSR outperformed industry index in 2022–2024 |
| Northern Oil and Gas, Inc. | Chief Operating Officer | Jan 2020–Dec 2021 | Foundation for multi-basin diversification; TSR outperformed industry index by 70% in 2021 |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $425,000 | $500,000 | $600,000 |
| Vehicle Allowance ($) | — | $20,000 | $25,000 |
| Company 401(k) Contribution ($) | — | $45,000 | $46,000 |
| Accrued Cash Dividends on RS Vesting ($) | — | $20,235 | $53,863 |
| Other Benefits (life/supplemental disability premiums, etc.) | — | Included in “All Other” | Included in “All Other” |
Performance Compensation
Annual Short-Term Incentive Program (STIP) – 2024 Design and Outcome
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout ($) | Payout (% of Base) |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA (pro forma) | 1/3 | $1,350.0m | $1,500.0m | $1,700.0m | $1,559.6m | $229,806 | 38% |
| ROCE (pro forma) | 1/3 | 14.8% | 17.0% | 21.4% | 20.0% | $268,203 | 45% |
| Individual Goals | 1/3 | — | — | — | 100% of maximum achieved for Mr. Dirlam | $300,000 | 50% |
| Total STIP Payout | — | — | — | — | — | $798,009 | 133% |
Notes: 2024 STIP threshold/target/maximum opportunities for Mr. Dirlam were $300,000 (50%), $600,000 (100%), and $900,000 (150%) of base salary, respectively . Adjusted EBITDA and ROCE were measured pro forma to exclude unbudgeted acquisitions completed after January 2024 .
Long-Term Equity Incentive Program (LTIP) – 2024 Grants (Target Mix ~87% Performance-Based)
| Award | Metric | Threshold | Target | Maximum | Grant Date | Vesting |
|---|---|---|---|---|---|---|
| Base RSA ($250,000) | Service-based | — | — | — | Aug 20, 2024 | 1/3 on Mar 15, 2025; 1/3 on Mar 15, 2026; 1/3 on Mar 15, 2027 |
| 3-Year Absolute TSR PRSU | 3-yr CAGR TSR | 8% | 12% | 16% | Aug 20, 2024 | Vests after 3-year period based on performance (shares earned) |
| 3-Year Relative TSR PRSU | 3-yr TSR vs peer percentile | 25th | 50th | 75th | Aug 20, 2024 | Vests after 3-year period based on performance (shares earned) |
| Value Opportunities ($) | Absolute TSR PRSU | $431,250 | $862,500 | $1,293,750 | — | — |
| Value Opportunities ($) | Relative TSR PRSU | $431,250 | $862,500 | $1,293,750 | — | — |
2013 LTIP context (granted Dec 29, 2023): 4‑Year RSAs vest annually through 2027; 3‑Year TSR PRSUs measured to 2025 (absolute and relative); 5‑Year Performance Award (share appreciation award) measured to 2027 with first return target 11.6% and max 16.8% CAGR equity value; Mr. Dirlam’s 5‑Year Performance Award target/max values were $4.5m/$6.75m (denominated in dollars, expected to settle in shares) . In March 2024, he received a $510,000 RSA under the 2023 performance‑contingent LTIP to vest March 15, 2026 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 117,710 shares; <1% of outstanding (as of Mar 25, 2025; 98,852,698 shares outstanding) |
| Outstanding Unvested Service-Based RS | 73,651 shares; $2,736,871 market value at $37.16 (Dec 31, 2024) |
| Outstanding Unearned Performance Awards | 264,340 (shares/units equivalent); $9,822,871 market value (assumes award terms noted) |
| Upcoming Vesting (Service RS) | 12,372 (Mar 15, 2025); 13,488 (Dec 29, 2025); 18,597 (Mar 15, 2026); 13,488 (Dec 29, 2026); 2,218 (Mar 15, 2027); 13,488 (Dec 29, 2027) |
| Stock Ownership Guidelines | 3× annual base salary for executive officers; 5‑year compliance window; 100% hold of after‑tax vested shares if not in compliance |
| Hedging/Pledging | Prohibited: pledging, margin purchases, short sales, options, and hedging transactions involving company securities |
| Options | None used in director/executive equity mix; no options held or exercised |
Employment Terms
| Term | Summary |
|---|---|
| Agreement Term | 5‑year initial term (Dec 2023 agreements), auto-renew for 1‑year periods; base not below 2023 level except up to 25% reduction applied consistently across senior execs |
| Restrictive Covenants | Confidentiality, non‑competition, non‑solicitation, non‑interference, non‑disparagement; restrictions generally extend 18 months post‑termination (non‑compete timing noted) |
| Clawback | Complies with Section 10D/NYSE; compensation subject to recoupment upon required restatement |
| Severance – Non‑CIC | 2× base + 1× vehicle allowance + 12 months COBRA + Prior Year Bonus + Pro Rata Bonus; service RS vesting: full for grants on/≤ Jan 24, 2023; pro‑rata for post‑Jan 25, 2023 awards vesting within 12 months; performance awards remain outstanding, prorated by service; 5‑Year award forfeited if termination before month 24 |
| Severance – Double Trigger CIC | Lump sum: 2× base + 1× vehicle allowance + 12 months COBRA + Prior Year Bonus + Pro Rata Bonus; service RS full vesting; 3‑Year TSR awards vest at greater of target or actual; 5‑Year performance awards vest based on actual performance as of CIC |
| Conditions | Release; 1‑year notice (unless waived); base paid during notice reduces severance; 50% of cash Non‑CIC severance ceases upon new compensated engagement; covenant compliance required for equity benefits |
Estimated Payments (as of Dec 31, 2024)
| Scenario | Cash ($) | Equity Vesting – Service RS ($) | Equity Vesting – Performance Awards ($) |
|---|---|---|---|
| Death/Disability | $798,009 | $2,736,871 | $3,459,356 |
| Involuntary Termination (Non‑CIC) | $2,030,221 | $418,161 | $3,459,356 |
| Involuntary Termination (Double Trigger CIC) | $2,030,221 | $2,736,871 | $5,114,518 |
Compensation History (Total Reported)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $425,000 | $500,000 | $600,000 |
| Stock Awards ($) | $326,354 | $4,300,142 | $2,407,518 |
| Non-Equity Incentive ($) | $400,000 | $590,806 | $798,009 |
| All Other Compensation ($) | $68,485 | $97,126 | $129,933 |
| Total Compensation ($) | $1,563,589 | $5,488,073 | $3,935,460 |
Compensation Structure and Peer Group
- Heavy emphasis on multi-year performance equity: 2024 LTIP mix ~87% performance-based for Mr. Dirlam; 3‑year TSR PRSUs and 2023 5‑year equity value growth awards form core of at‑risk pay .
- STIP metrics are strictly quantitative (Adjusted EBITDA, ROCE) plus individual goals, with calibrated thresholds/targets and pro‑forma adjustments for unbudgeted acquisitions .
- Compensation peer group (for benchmarking and relative TSR): Berry; Chord; Civitas; Crescent; Granite Ridge; HighPeak; Kimbell Royalty Partners; Magnolia; Matador; Permian Resources; Sitio Royalties; SM Energy; Talos; Vital; Vitesse; W&T Offshore .
- 2024 “Say-on-Pay” support: ~84% approval for 2023 compensation .
Related Party Transactions and Red Flags
- Related party: Katie Jackson (Mr. Dirlam’s spouse) is NOG’s VP of Business Development; total 2024 cash compensation $325,633 and $163,468 vesting value—approved under NOG’s related person policy .
- Hedging/pledging prohibited by policy, reducing misalignment risk .
- No stock options used, mitigating repricing risk .
Investment Implications
- Alignment: High proportion of long‑term, performance‑based equity (3‑yr TSR and 5‑yr equity value growth) tightly links Mr. Dirlam’s upside to multi-year TSR and value creation; STIP tied to Adjusted EBITDA and ROCE supports disciplined capital allocation .
- Retention risk: Significant unvested service RS and large performance award overhang create holding power; scheduled vesting through 2027 suggests ongoing retention incentives; watch vesting dates for potential selling pressure from RS delivery .
- Change-in-control economics: Double‑trigger CIC with performance‑award treatment (greater of target/actual for TSR awards; actual for 5‑yr awards) balances retention and shareholder alignment; severance cash ~3.4x salary+benefits equivalent across Non‑CIC and CIC scenarios including bonuses .
- Governance: “Say‑on‑Pay” approval (84%) and clawback/ownership guidelines are positives; related‑party employment (spouse) is disclosed and governed by policy—monitor for any expansion of related transactions .
- Trading signals: Prohibitions on pledging/hedging reduce forced selling risk; absence of options eliminates repricing risk; monitor company TSR vs peer group and Adjusted EBITDA/ROCE targets to anticipate LTIP realizations and potential share issuance for performance awards .