Chad Allen
NORTHERN OIL & GASAbout Chad Allen
Chief Financial Officer of Northern Oil and Gas, Inc. since January 1, 2020; previously Corporate Controller (2013) and Chief Accounting Officer (2016–2019), promoted to CFO as part of the December 2019 management transition . As CFO, he oversees finance, capital markets, and risk management, signing SOX certifications on the company’s 10-K and 10-Q . During his tenure, NOG’s Adjusted EBITDA rose from $1,086.3mm (2022) to $1,428.3mm (2023) and $1,619.1mm (2024), with continued TSR strength (2024: 179.77 vs industry 158.04) and multi-year TSR outperformance disclosures in the proxy .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Northern Oil & Gas, Inc. | Corporate Controller | 2013–2016 | Built internal controls and financial reporting foundation as NOG scaled |
| Northern Oil & Gas, Inc. | Chief Accounting Officer | Aug 2016–Dec 2019 | Led accounting, helped enable acquisitions and balance sheet repositioning |
| Northern Oil & Gas, Inc. | Chief Financial Officer | Jan 2020–present | Financing billions in acquisitions, hedge/program risk management, liquidity and maturity wall extension |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public company board or committee roles disclosed in NOG filings reviewed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $400,000 | $500,000 (25% increase) |
| Target STIP (% of Salary) | 75% | 90% |
| Maximum STIP (% of Salary) | 125% | 135% |
| Actual STIP Paid ($) | $393,871 | $598,507 |
| Perquisites (Vehicle allowance) ($) | $20,000 | $25,000 |
| Company 401(k) contributions ($) | $45,000 | $46,000 |
Performance Compensation
2024 STIP structure and actual
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout basis |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (pro forma) (mm) | 1/3 | $1,350.0 | $1,500.0 | $1,700.0 | $1,559.6 | Linear interpolation: 100% of target + 29.8% of incremental to max |
| ROCE (pro forma) (%) | 1/3 | 14.8% | 17.0% | 21.4% | 20.0% | Linear interpolation: 100% of target + 68.2% of incremental to max |
| Individual goals | 1/3 | — | — | — | 100% of maximum for Chad Allen | Committee determination |
| Component | Amount ($) |
|---|---|
| Adjusted EBITDA metric | $172,355 |
| ROCE metric | $201,152 |
| Individual goals | $225,000 |
| Total STIP paid | $598,507 (120% of base salary) |
2024 LTIP design (no options; mix of service-based RSAs and performance-based PRSUs)
| Award | Weight/mix | Threshold ($) | Target ($) | Maximum ($) | Grant details / vesting |
|---|---|---|---|---|---|
| Base RSA (service-based) | 16% of Chad’s LTIP target | — | $175,000 | — | Granted 8/20/2024: 4,659 shares; vests ratably on 3/15/2025, 3/15/2026, 3/15/2027 |
| 3-Year Absolute TSR PRSU | Performance | $225,000 | $450,000 | $675,000 | Granted 8/20/2024: 6,503 target PRSUs (Monte Carlo valuation basis); measured on last 20 trading days of 2026 vs 2023; linear interpolation across 8%/12%/16% TSR hurdles |
| 3-Year Relative TSR PRSU | Performance | $225,000 | $450,000 | $675,000 | Granted 8/20/2024: 5,251 target PRSUs; measured relative to peer group (25th/50th/75th percentile thresholds) |
Peer group used for relative TSR in 2024: Berry, Chord, Civitas, Crescent, Granite Ridge, HighPeak, Kimbell Royalty Partners, Magnolia Oil & Gas, Matador, Permian Resources, Sitio Royalties, SM Energy, Talos, Vital, Vitesse, W&T Offshore .
Outstanding equity as of Dec 31, 2024 (key vesting schedules)
| Equity type | Shares unvested (#) | Market value ($) | Vesting schedule (dates/shares) |
|---|---|---|---|
| Service-based RSAs | 50,697 | $1,883,901 (at $37.16) | 3/15/2025: 8,660; 12/29/2025: 10,116; 3/15/2026: 10,136; 12/29/2026: 10,116; 3/15/2027: 1,553; 12/29/2027: 10,116 |
| 3-Year TSR / 5-Year Performance awards (unearned) | 194,666 (share-equivalent) | $7,233,804 | TSR awards settle early 2027; 5-year performance awards settle early 2028 per award terms |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 78,141 shares (<1% of outstanding; 98,852,698 shares at 3/25/2025) |
| Options | Not used for executives; no stock options outstanding or exercised in 2024 |
| Hedging/shorts/pledging | Company policy prohibits hedging, short sales, margin accounts, and pledging of NOG securities; pre-clearance, blackout periods and 10b5-1 controls apply |
| Stock ownership guidelines | 3× annual base salary for executive officers; 5-year compliance window; 100% of after-tax vested shares retained if below guideline |
| Vested vs unvested | See outstanding equity table above for unvested breakdown |
Employment Terms
| Provision | Key terms |
|---|---|
| Agreement term | 5-year initial term (entered Dec 2023) with auto 1-year renewals; reductions to salary only as part of consistent across senior executives reductions ≤25% |
| Restrictive covenants | Confidentiality, non-competition, non-solicitation, non-interference, non-disparagement; generally apply during term and 18 months post-termination (except non-compete as stated) |
| Severance (Non-CIC) | 24 monthly installments equal to: 2× base salary + 1× vehicle allowance + 12 months COBRA premiums + Prior Year Bonus + Pro Rata Bonus; partial vesting of service RSAs (granted on/after Jan 25, 2023) scheduled within 12 months; TSR/5-year awards remain outstanding, prorated at end of period; forfeiture of 5-year awards if termination before 24 months into performance period |
| Severance (Double-trigger CIC) | Lump sum: 2× base salary + 1× vehicle allowance + 12 months COBRA + Prior Year Bonus + Pro Rata Bonus; immediate vesting of service RSAs; TSR awards vest at greater of target or actual; 5-year awards vest at actual as of CIC date (forfeit if performance not met) |
| Notice/mitigation | One-year notice for resignations (unless waived); 50% of non-CIC cash severance ceases upon re-employment with compensation; severance conditioned on release and ongoing covenant compliance |
| Estimated payouts | Illustrative as of 12/31/2024 (pre-tax): Non-CIC cash $1,652,931; Service RSAs vesting $292,821; Performance awards $2,517,597; CIC cash $1,652,931; CIC service RSAs vesting $1,883,901; CIC performance awards $3,366,940 |
Performance & Track Record (Company-level context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (TSR) ($ indexed to $100 at 12/31/2019) | 37.44 | 88.61 | 136.82 | 171.61 | 179.77 |
| Industry index TSR (XOP) ($) | 63.60 | 106.04 | 154.15 | 159.64 | 158.04 |
| Adjusted EBITDA (mm) | 351.8 | 543.0 | 1,086.3 | 1,428.3 | 1,619.1 |
Additional 2024 highlights: 26% production increase vs 2023, 19% increase in cash flow from operations, $256mm combined dividends and buybacks; TSR outperformed industry by 6% in 2024 (after 22% in 2023, 9% in 2022, 70% in 2021) .
Compensation Structure Analysis
- 2024 base salary increased from $400k to $500k (+25%), while target STIP rose to 90% and maximum to 135% of salary, increasing at-risk cash while maintaining heavy equity weighting .
- Shifted LTIP from discretionary (performance-contingent) in 2023 to fully quantitative 3-year TSR PRSUs plus base RSAs in 2024; eliminated the year-end discretionary LTIP component to strengthen pay-for-performance linkage .
- No use of stock options; equity is RSAs and PRSUs with explicit TSR hurdles/peer percentiles, limiting windfall risk and sharpening alignment .
- Strong governance: clawback policy compliant with SEC/NYSE rules, ownership guidelines (3× salary), and explicit prohibitions on hedging/pledging/margin accounts; Section 16 pre-clearance and blackout enforcement .
- Say-on-pay remained supportive: ~84% approval in 2024 for 2023 compensation; ~98% approval in 2023 for 2022 .
Equity Ownership & Insider Activity
- Beneficial ownership: 78,141 shares (<1% outstanding) .
- Insider trading controls are robust (blackouts, preclearance); hedging/pledging prohibited .
- Note: Form 4 transaction detail over the last 24 months was not retrieved in these tool results; we assessed selling pressure via policy, ownership, and vesting schedules disclosed. For transaction-level analysis, additional Form 4 data would be required.
Investment Implications
- Alignment: Heavy performance equity (3-year absolute/relative TSR) with multi-year vesting, plus stringent hedging/pledging prohibitions and ownership guidelines, supports shareholder alignment and reduces misalignment risk .
- Retention and risk: Double-trigger CIC and structured non-CIC severance provide continuity while avoiding single-trigger windfalls; prorated performance awards post-termination reduce opportunistic exit incentives .
- Execution signals: Under Allen’s finance leadership, NOG extended revolver to 2030 and lowered borrowing cost by 60bps, raised 2033 notes to refinance 2028s (coupon step-down), and extended WAM to six years, strengthening liquidity and de-risking maturities .
- Pay-for-performance: 2024 STIP tied to Adjusted EBITDA and ROCE (with pro forma adjustments) resulted in 120% of salary payout for Allen; TSR-linked LTIP eliminates discretionary components, tightening discipline .
- Watch items: Equity ownership is <1% and equity exposure is primarily via RSAs/PRSUs; continued monitoring of Form 4s and guideline compliance would refine assessment of net accumulation vs. selling pressure (not available in these results).