Nicholas O’Grady
NORTHERN OIL & GASAbout Nicholas O’Grady
Nicholas O’Grady (age 46) is NOG’s Chief Executive Officer (since January 2020) and joined the Board in December 2024; he previously served as CFO (June 2018) and President (September 2019–January 2020). He holds a BA in History and Economics from Bowdoin College and brings nearly two decades of energy-focused investing and banking experience (Bank of America Natural Resources IB; Highbridge Capital; Hudson Bay Capital) . Under O’Grady’s leadership, NOG executed ~$883m of bolt-on acquisitions in 2024, grew production 26% YoY, increased CFO 19%, and expanded proved reserves 11%; 2024 TSR outperformed the XOP index by 6% (also 22% in 2023; 9% in 2022; 70% in 2021), while Adjusted EBITDA reached ~$1.62B and net income was ~$520m .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northern Oil and Gas (NOG) | Chief Executive Officer | Jan 2020–Present | Led multi-basin expansion, ~$883m acquisitions in 2024, diversified beyond Williston to 55% of sales in 2024; sustained TSR outperformance vs XOP . |
| Northern Oil and Gas (NOG) | President | Sep 2019–Jan 2020 | Transition role as NOG scaled acquisition and investment pace . |
| Northern Oil and Gas (NOG) | Chief Financial Officer | Jun 2018–Sep 2019 | Drove capital allocation and financings supporting multi-year acquisitions . |
| Hudson Bay Capital Management | Energy-focused investor (immediately prior to NOG) | Not disclosed | Focused on energy equities, public credit, private/direct investments; informs NOG’s capital allocation discipline . |
| Highbridge Capital Management | Energy investing | Not disclosed | Principal investing experience across energy cycles . |
| Bank of America | Natural Resources Investment Banking | Not disclosed | Foundation in energy M&A/financing . |
External Roles
None disclosed for O’Grady (outside NOG’s Board) in the proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| CEO Base Salary ($) | 850,000 | 925,000 (+9%) |
Additional perquisites: vehicle allowance ($25,000) and company 401(k) contributions ($46,000) among others; no tax gross-ups on perquisites .
Performance Compensation
2024 Short-Term Incentive Program (STIP) – Design and Performance
| Metric | Weight | Threshold | Target | Maximum | Actual/Result | Payout Treatment |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (pro forma, $mm) | 1/3 | 1,350.0 | 1,500.0 | 1,700.0 | 1,559.6 | Above target, below max; paid 100% of target + 29.8% of incremental to max |
| ROCE (pro forma, %) | 1/3 | 14.8% | 17.0% | 21.4% | 20.0% | Above target, below max; paid 100% of target + 68.2% of incremental to max |
| Individual Goals (CEO) | 1/3 | — | — | — | 97% of maximum | 97% of maximum |
| CEO STIP Opportunity | Threshold ($) | Target ($) | Maximum ($) |
|---|---|---|---|
| 2024 Plan Design | 462,500 (50% salary) | 1,110,000 (120% salary) | 1,850,000 (200% salary) |
| CEO 2024 STIP Payout | Adjusted EBITDA ($) | ROCE ($) | Individual Goals ($) | Total ($) | Total (% of Salary) |
|---|---|---|---|---|---|
| Paid | 443,522 | 538,233 | 600,000 | 1,581,756 | 171% |
Say-on-Pay: 84% approval at 2024 meeting; 2024 changes eliminated the discretionary LTIP “performance-contingent award” to increase formulaic performance alignment .
2024 Long-Term Incentive Program (LTIP)
Structure: mix of service-based RSAs and performance PRSUs tied 50/50 to 3-year Absolute TSR and 3-year Relative TSR vs peer group; CEO LTIP is ~88% performance-based at target .
| Award (Grant 8/20/2024 unless noted) | CEO Value/Units | Vesting/Measurement | Payout Curve |
|---|---|---|---|
| Base RSA | $500,000; 13,312 shs | Service-based; vests ratably on 3/15/2025, 3/15/2026, 3/15/2027 | N/A (time-based) |
| 3-Year Absolute TSR PRSU | Target $1,875,000; 54,191 tgt units (27,096 thr; 81,287 max) | 3-year CAGR TSR 2023 YE to 2026 YE; last-20-day method | Threshold 8%; Target 12%; Max 16%; linear between points |
| 3-Year Relative TSR PRSU | Target $1,875,000; 43,757 tgt units (21,879 thr; 65,636 max) | 3-year TSR vs peer median; last-20-day method | Threshold 25th pct; Target 50th; Max 75th; linear between points |
| 2023 LTIP carryover (granted 3/4/2024) | 36,007 shs (service-based) | Service-based vesting per award | N/A |
Valuation notes: PRSU grant sizing used Monte Carlo fair values $34.60 (Absolute TSR) and $42.85 (Relative TSR) measured at 12/31/2023 for unit determination; reported grant-date fair values differ due to 2024 stock performance pre-grant .
Peer group used for 2024 LTIP relative TSR and benchmarking includes: Berry, Chord, Civitas, Crescent, Granite Ridge, HighPeak, Kimbell Royalty, Magnolia, Matador, Permian Resources, Sitio Royalties, SM Energy, Talos, Vitesse, W&T Offshore .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 231,107 shares; <1% of outstanding . |
| Stock Ownership Guidelines | CEO required to hold ≥5x base salary; 5-year window to comply; if not compliant, must hold 100% of after-tax vested shares; options and unvested performance awards excluded from calculation . |
| Hedging/Pledging | Prohibited: no pledging, margin, short sales, options, or hedging transactions involving company stock . |
| Outstanding Unvested Time-Based Shares (12/31/2024) | 138,037 shares; scheduled to vest: 28,263 (3/15/2025), 20,232 (12/29/2025), 44,641 (3/15/2026), 20,232 (12/29/2026), 4,437 (3/15/2027), 20,232 (12/29/2027) . |
| Outstanding Unearned Performance Awards (12/31/2024) | 553,432 shares (3-year TSR and 5-year awards, shares at maximum assumptions per footnote method); market value $20,565,529 at $37.16 close . |
| 2024 Vested Shares (Realized) | 71,043 shares vested for O’Grady; value $2,655,406 across vest dates . |
| Section 16 Compliance | All required insider filings were timely in 2024 . |
| Options | Not used in compensation program; no option repricing . |
Vesting calendar visibility helps gauge potential selling pressure around 3/15 and 12/29 each year as large RSA tranches vest; pledging/hedging prohibitions reduce alignment risk .
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement Term | New employment agreements (Dec 2023): 5-year initial term; auto-renewal for 1-year periods unless 90-day non-renewal notice . |
| Compensation Floor | Base salary not below 2023 level (subject to ≤25% uniform reduction across senior executives) . |
| Restrictive Covenants | Confidentiality, non-compete, non-solicit, non-interference, non-disparagement; generally extend through term and 18 months post-termination (non-compete exceptions noted) . |
| Notice Period | 1-year notice for resignations/terminations (unless waived); salary paid during notice offsets severance . |
| Clawback | Dodd-Frank/NYSE-compliant clawback policy adopted . |
Severance and Change-in-Control Economics (CEO)
| Scenario (as of 12/31/2024) | Cash ($) | Accelerated Service-Based Equity ($) | Performance-Based Equity Treatment/Value ($) |
|---|---|---|---|
| Death/Disability | 1,581,756 | 5,129,455 | 7,370,509 (remains outstanding; pro rata at actual performance) |
| Involuntary Termination (No CIC) | 3,486,806 (24-month installments of 2x salary + vehicle allowance + 12 months COBRA + Prior Year + Pro Rata Bonus) | 963,782 (partial acceleration rules) | 7,370,509 (remains outstanding; pro rata at actual performance; 5-year award forfeited if <24 months elapsed) |
| Involuntary Termination in Connection with CIC (double-trigger) | 3,486,806 (lump sum 2x salary + vehicle allowance + 12 months COBRA + Prior Year + Pro Rata Bonus) | 5,129,455 (full acceleration of service-based) | 11,100,617 (3-year TSR: greater of target or actual; 5-year performance based on actual as of CIC date) |
Conditions include release of claims and covenant compliance; 50% of cash non-CIC severance ceases upon re-employment; equity post-Dec 29, 2023 grants conditioned on 18+ months post-termination compliance .
Board Governance
- Board role: O’Grady appointed Director in December 2024; he is not independent due to CEO role and does not serve on any standing committees; the Board is chaired by a separate, non-executive Chair (Bahram Akradi), with 88% independent directors anticipated post-2025 meeting .
- Committee structure: All standing committees (Audit, Compensation, Governance/Nominating & ESG, Executive, Acquisition) comprise independent directors; CEO is not a member of standing committees .
- Attendance: Each Board member attended at least 75% of meetings in 2024; CEO joined Board at year-end 2024 .
- Director pay: CEO receives no additional compensation for Board service .
Board/Committee leadership and full independence of compensation oversight mitigate dual-role concerns, with non-executive Chair setting agendas and leading investor communications .
Compensation Peer Group (2024 program and LTIP relative TSR)
| Peers |
|---|
| Berry; Chord; Civitas; Crescent; Granite Ridge; HighPeak; Kimbell Royalty; Magnolia; Matador; Permian Resources; Sitio Royalties; SM Energy; Talos; Vitesse; W&T Offshore |
Comp consultant: Willis Towers Watson engaged by the Compensation Committee; no conflicts identified .
Say-on-Pay & Program Evolution
- Say-on-Pay support: ~84% FOR at May 23, 2024 meeting .
- 2024 change: eliminated discretionary LTIP “performance-contingent award” in favor of formulaic 3-year TSR PRSUs (absolute and relative) to tighten pay-for-performance linkage .
Performance & Track Record (selected metrics)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| TSR vs XOP (cumulative/period outperformance) | +70% (vs 2021) | +9% | +22% | +6% |
| Net Income ($mm) | 6.4 | 773.2 | 923.0 | 520.3 |
| Adjusted EBITDA ($mm) | 543.0 | 1,086.3 | 1,428.3 | 1,619.1 |
| Capital Returns ($mm) | — | — | 132 dividends+buybacks | 256 dividends+buybacks |
| Strategic Highlights | — | — | — | ~$883m bolt-on acquisitions; production +26%; CFO +19%; reserves +11%; 55% non-Williston sales |
CEO pay ratio: 32.0x (CEO $8.07m vs median employee $252k in 2024) .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited (alignment positive) .
- Options: Not used; no repricing (reduces asymmetry risk) .
- Clawback: Implemented, NYSE/SEC compliant .
- Severance: Double-trigger CIC with 2x salary + benefits; meaningful equity acceleration (watch CIC governance optics) .
- Related party/Interlocks: None disclosed for O’Grady; Section 16 compliance fully timely in 2024 .
- Compensation risk: Company assesses compensation policies as not likely to cause material adverse effects .
Investment Implications
- Alignment: CEO’s package is heavily performance-weighted (~88% of 2024 LTIP) with multi-year absolute and relative TSR gates; ownership guidelines (5x salary) plus hedging/pledging bans reinforce alignment; clawback further de-risks agency conflicts .
- Retention: Dec-2023 employment agreement (5-year term, auto-renew) with competitive double-trigger CIC and continued-performance treatment for PRSUs supports retention through strategic cycles; large outstanding PRSU opportunity (market value proxy ~$20.6m at 12/31/2024 for max assumptions) creates hold power .
- Trading signals: RSA vesting clusters around March 15 and December 29 each year (e.g., 28,263 shs on 3/15/2025; 20,232 shs on 12/29/2025) could create episodic supply; no pledging and policy constraints dampen forced selling risk .
- Pay-for-performance: 2024 STIP paid 171% of salary on EBITDA/ROCE overachievement and near-max individual goals; elimination of discretionary LTIP component in 2024 and sustained TSR outperformance support constructive Say-on-Pay trajectory (84% in 2024) .
- Governance: CEO is a director but not Chair nor committee member; 88% independent Board and independent Compensation Committee/consultant reduce dual-role concerns; CEO receives no extra director pay .