James Evans
NORTHERN OIL & GASAbout James Evans
James Evans is Chief Technical Officer of Northern Oil and Gas (NOG), overseeing engineering across valuation, reserves, and production forecasting; he has served as CTO since April 2023 after prior promotions from Reservoir Engineering Manager (2015), VP Engineering (2018), and SVP Engineering (2020) . He holds a BS in Petroleum Engineering from Montana Tech; age is not disclosed in filings . Under Evans’ tenure on the executive team, NOG delivered 2024 Adjusted EBITDA of $1,619.1 million and net income of $520.3 million with company TSR of 179.77 vs peer index 158.04; in 2023 Adjusted EBITDA was $1,428.3 million, net income $923.0 million, TSR 171.61 vs peer 159.64 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northern Oil and Gas | Chief Technical Officer | Apr 2023–present | Leads engineering; valuation, reserves, production forecasting |
| Northern Oil and Gas | Senior VP, Engineering | Jan 2020–Apr 2023 | Expanded engineering leadership during rapid growth |
| Northern Oil and Gas | VP, Engineering | Jun 2018–Jan 2020 | M&A engineering diligence and property valuation |
| Northern Oil and Gas | Reservoir Engineering Manager | 2015–2018 | Built reserves/forecasting frameworks |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cabot Oil & Gas | Reservoir Engineer | Not disclosed | Early-career reservoir engineering |
| Cornerstone Natural Resources | Engineer | 2009–2012 | Field/reservoir work in Rockies |
| Fidelity Exploration | Engineering | Not disclosed | Exploration and development engineering |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 320,000 | 375,000 | 485,000 |
| Annual Cash Bonus ($) | 133,333 | — | — |
| All Other Compensation ($) | 66,924 | 85,878 | 114,536 (incl. $46,000 401(k), $25,000 vehicle allowance, $38,422 dividends, plus insurance premiums) |
| Total Cash (Salary + Bonus) ($) | 453,333 | 375,000 | 485,000 |
Base salary increased 29% in 2024 versus 2023 (from $375,000 to $485,000), reflecting superior corporate performance and growth in responsibilities .
Performance Compensation
Annual STIP (2024) — Metrics, Targets, Actuals, Payouts
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout to Evans ($) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (millions) | 1/3 | 1,350.0 | 1,500.0 | 1,700.0 | 1,559.6 | 167,184 |
| ROCE (%) | 1/3 | 14.8% | 17.0% | 21.4% | 20.0% | 195,117 |
| Individual Goals | 1/3 | — | — | — | Evans achieved 82% of max | 180,000 |
| Total STIP Payout | — | — | — | — | — | 542,302 (112% of base salary) |
Notes: 2024 STIP payouts used linear interpolation for above-target performance on EBITDA and ROCE; individual goals covered strategy, infrastructure/technology, capital efficiency, and ESG .
LTIP Structure and 2024 Grants
| Component | Metric/Terms | Evans Target/Values | Vesting |
|---|---|---|---|
| Base RSAs (Service-based) | Restricted stock | $150,000 target | 3 equal tranches on Mar 15, 2025/2026/2027 |
| 3-Year Absolute TSR PRSUs | CAGR TSR vs fixed goals | Threshold 8%; Target 12%; Max 16% | Earned post 3-year period; settle after 2026 |
| 3-Year Relative TSR PRSUs | TSR percentile vs peer group | Threshold 25th; Target 50th; Max 75th percentile | Earned post 3-year period; settle after 2026 |
| LTIP Mix (Target) | Performance vs Service | 84% performance-based; 16% service-based | — |
2024 Grants of Plan-Based Awards (Evans):
- Mar 4, 2024: 7,201 RSAs, grant-date fair value $254,987 (performance-contingent award from 2023 LTIP) .
- Aug 20, 2024: 3,994 RSAs, grant-date fair value $150,015 (Base RSA) .
- Aug 20, 2024 PRSUs: Absolute TSR—Threshold 5,571; Target 11,142; Max 16,713; grant-date fair value $353,759 ; Relative TSR—Threshold 4,498; Target 8,996; Max 13,494; grant-date fair value $382,600 .
- Monte Carlo fair values used to size PRSU counts; awards evaluated and settled in early 2027 after performance period .
2023 LTIP Special Awards (one-time):
| Award | Evans Terms | Notes |
|---|---|---|
| 5-Year Performance Award | First Return Target $3,000,000; Max Return Target $4,500,000; grant-date fair value $768,000 | Dollar-denominated, cliff measurement over five years |
| 4-Year RSAs | $1,500,000 | Service-based holding power |
| 2023 Performance-Contingent Award Earned (granted Mar 4, 2024) | $255,000 | RSAs cliff vest Mar 15, 2026 |
Equity Ownership & Alignment
Beneficial Ownership (as of Mar 25, 2025)
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| James Evans | 74,397 | ~0.075% (74,397 / 98,852,698) |
Ownership guidelines: Executives must hold ≥3× annual base salary in NOG stock; compliance expected within 5 years; 100% of after-tax vested shares must be held if not compliant; options and unvested performance awards do not count . Hedging, short selling, purchasing NOG on margin, pledging NOG shares, and option transactions on company stock are prohibited . Clawback policy compliant with SEC/NYSE for restatements .
Outstanding Equity Awards (Dec 31, 2024)
| Category | Amount |
|---|---|
| Unvested Service-Based Shares | 49,489; Market value $1,839,011 (based on $37.16 closing price on 12/31/2024) |
| Unearned Performance Awards (shares/rights) | 157,794; Market value $5,863,624 |
Service-Based Vesting Schedule (Evans)
| Vest Date | Shares |
|---|---|
| Mar 15, 2025 | 8,167 |
| Dec 29, 2025 | 10,116 |
| Mar 15, 2026 | 9,643 |
| Dec 29, 2026 | 10,116 |
| Mar 15, 2027 | 1,331 |
| Dec 29, 2027 | 10,116 |
Options: NOG does not use stock options; Evans held/exercised none in 2024 .
Shares Vested (2024)
| Name | Shares Vested | Value Realized ($) |
|---|---|---|
| James Evans | 23,000 | 853,013 |
Employment Terms
- New employment agreements executed Dec 2023; initial 5-year term with automatic 1-year renewals unless 90-day notice; base salaries aligned with 2023 and adjustable, not below 2023 levels absent a ≤25% across-the-board reduction . Execution confirmed for Evans on Dec 29, 2023 .
- Restrictive covenants: confidentiality, non-compete, non-solicitation, non-interference, non-disparagement; restrictions apply during term and, except for non-compete, for 18 months post-termination .
- Equity award timing: no use of MNPI in award timing; no options; GAAP-compliant accounting .
Severance & Change-in-Control (CIC) Economics
- CIC (double trigger within 18 months of CIC): Lump sum equal to 2× base salary + 1× vehicle allowance + 12 months COBRA premiums + Prior Year Bonus + Pro Rata Bonus; immediate vesting of service-based awards; performance awards vest at greater of target or actual (for 3-Year TSR) or based on actual at CIC date (for 5-Year awards) .
- Non-CIC involuntary termination: 24 monthly installments totaling 2× base salary + 1× vehicle allowance + 12 months COBRA + Prior Year Bonus + Pro Rata Bonus; immediate vesting for service-based awards granted ≤Jan 24, 2023 and pro-rata vesting for later service-based awards vesting within 12 months; performance awards remain outstanding and pay pro-rata based on actual performance per award terms .
Estimated Payments to Evans (assuming event on Dec 31, 2024)
| Scenario | Cash ($) | Service-Based Equity Vesting ($) | Performance-Based Equity Vesting ($) |
|---|---|---|---|
| Death/Disability | 542,302 | 1,839,011 | 2,037,427 |
| Involuntary Termination (no CIC) | 1,565,979 | 279,480 | 2,037,427 |
| Involuntary Termination in connection with/within 18 months after CIC | 1,565,979 | 1,839,011 | 2,761,523 |
Governance and Shareholder Feedback
- Compensation Committee: Stuart Lasher, Bahram Akradi, Jennifer Pomerantz (all independent) .
- Say-on-Pay approval: 98% (2023 meeting) and 84% (2024 meeting) .
Investment Implications
- Pay-for-performance alignment is strong: 84% of Evans’ 2024 LTIP is performance-based, tied to 3-year Absolute/Relative TSR with explicit targets, and STIP links to EBITDA and ROCE above target levels; no stock options, reducing re-pricing risk .
- Retention risk appears low-medium: significant unvested service-based shares and multi-year PRSUs/5-year awards provide “holding power”; severance/CIC terms are robust but standard for peers, with double-trigger protections .
- Near-term trading signals: predictable RSA vest dates (Mar 15 annually and Dec 29) could create episodic selling pressure; Evans’ 2024 cash STIP at 112% of salary reflects execution on profitability/capital returns .
- Alignment safeguards: strict anti-hedging/pledging policy, 3× salary ownership guideline, and a compliant clawback policy reduce misalignment and governance risk .