Erik Romslo
NORTHERN OIL & GASAbout Erik Romslo
Chief Legal Officer & Secretary at Northern Oil and Gas (NOG). He has served as Chief Legal Officer since January 2020 and as Corporate Secretary since 2011, and is one of NOG’s named executive officers . Company performance under the current executive team included 2024 record production, Adjusted EBITDA and cash flow from operations, $883 million of bolt-on acquisitions, TSR outperformance of the industry index by 6% in 2024, and increased shareholder returns via $256 million in combined repurchases and dividends . Adjusted EBITDA was $1,619.1 million in 2024 versus $1,428.3 million in 2023, per Appendix A .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northern Oil & Gas (NOG) | Vice President, General Counsel & Secretary | 2011–2012 | Joined as senior legal officer overseeing governance and corporate secretary responsibilities . |
| Northern Oil & Gas (NOG) | Executive Vice President, General Counsel & Secretary | 2013–2019 | Continued executive legal leadership; served as EVP, GC & Secretary through 2019 . |
| Northern Oil & Gas (NOG) | Chief Legal Officer & Secretary | 2020–Present | Elevated to CLO; ongoing leadership through expansion and acquisitions . |
External Roles
No public external directorships or roles were disclosed for Mr. Romslo in NOG’s recent proxy materials .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $400,000 | $440,000 | $475,000 |
| All Other Compensation ($) | $69,918 | $99,054 | $123,381 |
| Notes on Perquisites (2024) | Includes accrued cash dividends on vested RSAs ($46,299), 401(k) contributions ($46,000) and vehicle allowance ($25,000) . |
Performance Compensation
Annual Short-Term Incentive Program (STIP) – Structure and 2024 outcomes
| Metric | Weighting | Target | Actual | Romslo Payout ($) |
|---|---|---|---|---|
| Adjusted EBITDA (Pro Forma, $mm) | 1/3 | $1,500.0 | $1,559.6 | $124,991 |
| Return on Capital Employed (Pro Forma) | 1/3 | 17.0% | 20.0% | $143,230 |
| Individual Goals | 1/3 | maximum 100% | Achieved 100% of maximum | $158,000 |
| Total STIP Paid ($, % of base) | — | — | — | $426,221 (90% of base) |
STIP opportunity levels (FY 2024): Threshold $190,000 (40% of salary), Target $332,500 (70%), Maximum $475,000 (100%) . Prior-year STIP: FY 2023 total $336,614 (with individual goals at 85–100% across NEOs) , FY 2022 STIP earned $333,333 plus discretionary bonus $66,667 (total $400,000) .
Long-Term Incentive Program (LTIP) – 2024 awards
| Award | Grant Date | Award Size / Conditions | Shares / Units | Vest / Measurement | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Base RSA (service-based) | 8/20/2024 | Vests ratably over 3 years | 4,047 shares | 3/15/2025, 3/15/2026, 3/15/2027 | 152,005 |
| 3-Year Absolute TSR PRSU | 8/20/2024 | Threshold/Target/Max TSR CAGR 8%/12%/16% | 4,877 / 9,754 / 14,631 | Measured 2024–2026; settle in early 2027 | 309,690 |
| 3-Year Relative TSR PRSU | 8/20/2024 | Threshold/Target/Max at 25th/50th/75th percentile vs peer group | 3,938 / 7,876 / 11,814 | Measured 2024–2026; settle in early 2027 | 334,966 |
| 2023 LTIP Performance-Contingent RSAs (service-based) | 3/4/2024 | Vests ratably over 3 years | 7,201 shares | 2024–2026 (service-based) | 254,987 |
LTIP mix (target values, 2024): Performance-based $675,000 (82% of LTIP), Service-based $152,000 (18%) . Peer group used for relative TSR: Berry, Chord, Civitas, Crescent, Granite Ridge, HighPeak, Kimbell Royalty, Magnolia, Matador, Permian Resources, Sitio Royalties, SM Energy, Talos, Vital Energy, Vitesse, W&T Offshore .
Equity Ownership & Alignment
Beneficial Ownership and Award Status (as of March 25, 2025 / Dec 31, 2024)
| Item | Value |
|---|---|
| Shares Beneficially Owned | 97,189 shares; less than 1% of outstanding |
| Unvested Service-Based RSAs | 41,447 shares; $1,540,171 market value at $37.16 |
| Unearned Performance Awards (3-year TSR & 5-year award) | 156,816 shares; $5,827,281 market value at $37.16 |
| Options Outstanding | None; NOG does not use options and NEOs held none in 2024 |
| Shares Acquired on Vesting in 2024 | 25,086 shares; $938,399 value |
Upcoming RSA Vesting Schedule (service-based)
| Vest Date | Shares |
|---|---|
| 3/15/2025 | 10,013 |
| 12/29/2025 | 6,744 |
| 3/15/2026 | 9,853 |
| 12/29/2026 | 6,744 |
| 3/15/2027 | 1,349 |
| 12/29/2027 | 6,744 |
Policies and guidelines:
- Stock ownership guideline: 3x annual base salary for executive officers; compliance expected within 5 years of becoming subject to the guideline .
- Hedging, short-selling, options on NOG stock, and pledging company securities are prohibited for directors, officers and certain covered persons .
Employment Terms
Contract, restrictive covenants, and severance/change-in-control
| Term | Provision |
|---|---|
| Agreement Effective Date | Second Amended & Restated Employment Agreement effective Dec 29, 2023 |
| Initial Term / Renewal | Five-year initial term; auto-renews for 1-year periods unless 90-day non-renewal notice |
| Restrictive Covenants | Confidentiality, non-compete, non-solicit, non-interference, non-disparagement; generally extend for 18 months post-termination (non-compete during term) |
| Clawback | Compensation subject to NOG’s clawback policy adopted to comply with Section 10D and NYSE |
| Notice Period | One-year notice for termination (unless waived); base salary paid during notice reduces severance |
| Non-CIC Severance | 2x base salary + 1x vehicle allowance + 12 months COBRA premiums + Prior Year Bonus + Pro Rata Bonus; service-based awards: partial immediate vesting (older grants) and pro rata vesting for newer grants; performance awards remain outstanding, pro-rated based on service |
| CIC Severance (Double Trigger) | Same cash components as Non-CIC lump sum; immediate vest of service-based awards; performance awards: 3-year TSR awards accelerate at greater of target or actual; 5-year awards accelerate at actual or forfeit if targets unmet |
| Equity Practices | No options; equity award timing not based on MNPI; accounting per U.S. GAAP |
| Perquisites & Gross-Ups | Vehicle allowance and 401(k) contributions; company does not provide tax gross-ups on perquisites |
Estimated payments (as of Dec 31, 2024)
| Scenario | Cash ($) | Service-Based Equity ($) | Performance-Based Equity ($) |
|---|---|---|---|
| Death/Disability | 426,221 | 1,540,171 | 2,056,388 |
| Involuntary Termination (non-CIC) | 1,427,093 | 345,737 | 2,056,388 |
| Involuntary Termination (CIC) | 1,427,093 | 1,540,171 | 2,727,910 |
Performance & Track Record
- 2024 achievements: $883 million in bolt-on acquisitions; total production up 26%; cash flow from operations up 19%; proved reserves up 11% despite realized price declines .
- TSR outperformance versus SPDR S&P Oil & Gas E&P ETF (XOP) by 6% in 2024; also outperformed in 2021 (+70%), 2022 (+9%), 2023 (+22%) .
- Pay-versus-performance table indicates sustained linkage of compensation actually paid with TSR, net income, and Adjusted EBITDA over 2020–2024 .
Compensation Structure Analysis
- Mix shift to performance-based equity: For 2024, the Compensation Committee eliminated the discretionary “performance-contingent award opportunity” and reallocated to quantitative PRSUs tied to absolute and relative TSR; options are not used .
- TSR-focused long-term metrics: Absolute TSR CAGR thresholds at 8%/12%/16%; relative TSR against a defined E&P peer group at 25th/50th/75th percentiles .
- STIP targets increased in 2024 for executives; for Romslo, target moved to 70% of base (from 65% in 2023) with maximum 100% .
- Strong say-on-pay support: 84% approval in 2024, indicating investor alignment with compensation design .
Investment Implications
- Alignment: High equity “holding power” with meaningful unvested RSAs and multi-year PRSUs; hedging/pledging prohibited; 3x salary ownership guideline supports alignment .
- Retention: Long-dated vesting tranches through 2027, plus three-year TSR awards running through early 2027; severance structures include double-trigger CIC and pro rata performance vesting post-termination—balanced retention incentives without excessive single-trigger acceleration .
- Selling pressure: Regular RSA tranches vest semi-annually in 2025–2027; while Form 4 data isn’t included here, typical tax withholdings on vest dates can create periodic insider selling signals; watch vest dates shown above for potential flow impact .
- Pay-for-performance: STIP and LTIP anchored to Adjusted EBITDA, ROCE, and TSR; 2024 outcomes paid above target on quantitative metrics, with full achievement of Romslo’s individual goals—consistent with operating execution .
- Governance risk: No options use, no tax gross-ups on perquisites, clawback policy and strict anti-hedging/pledging reduce governance red flags; severance economics are in line with market practice and require a double trigger .