Stuart Lasher

About Stuart Lasher

Independent director of Northern Oil and Gas, Inc. since March 2020; age 65. Founder, Chairman, and CEO of Quantum Capital Partners, Inc. (formed in 1998), prior CEO/Chairman roles at Lifestyle Family Fitness (2010–2012) and National Business Solutions (co-founded 1990; acquired by Paychex in Aug 1996; led Paychex PEO division until June 1997). Began career in public accounting with KPMG Peat Marwick; holds a Finance and Accounting degree from Florida State University and is a CPA in Florida . The Board has determined he is independent under NYSE rules .

Past Roles

External Roles

Interlock note: NOG’s non-executive Chair Bahram Akradi is Chairman & CEO of Life Time Group Holdings and chairs/serves on LTH board committees, while Lasher serves on LTH’s board(s), creating a network interlock between NOG and LTH .

Board Governance

• Independence: The Board determined Lasher is an independent director under NYSE standards .
• Committee assignments: Member, Audit Committee (with William Kimble and Lisa Bromiley) ; Member, Compensation Committee (with Bahram Akradi and Jennifer Pomerantz) .
• Attendance: In 2024, Board met 5x; Audit 7x; Compensation 3x; Governance 3x. Each Board member attended at least 75% of meetings of the Board and committees on which they served .
• Risk oversight: Audit Committee oversees financial reporting, internal controls, audit, and cybersecurity; management reports to Audit; chair leads executive sessions of independent directors .
• Compensation Committee interlocks: None—no member is a current/former NOG officer and no executive officer cross-serves with any compensation committee/board that interlocks with NOG’s .
• Compensation consultant: Willis Towers Watson engaged; Compensation Committee concluded no conflict of interest; consultant also advises on non-employee director compensation .

Fixed Compensation

Context – NOG’s 2024 non-employee director program:

Performance Compensation

• Structure: Director equity grants are fully vested and sized by the closing price on each grant date; no performance conditions disclosed for directors .
• Options: As of Dec 31, 2024, no non-employee directors held unvested shares or outstanding stock options .

Other Directorships & Interlocks

Expertise & Qualifications

• Finance/accounting: CPA (Florida); degree in Finance and Accounting; public accounting foundation (KPMG) .
• Executive leadership: Founder/CEO; multi-industry business building and M&A experience (NBS sale to Paychex; integration leadership) .
• Governance: Service on multiple boards, including LTH; suitable for Audit and Compensation committee roles .

Equity Ownership

• Vested vs unvested: No unvested director shares outstanding as of Dec 31, 2024; no options outstanding .
• Ownership guidelines: Directors must hold shares valued at ≥ four times annual cash retainer within five years; options and unvested performance awards excluded; compliance status by individual not disclosed .
• Section 16 compliance: All required ownership change reports were timely filed in 2024 per company’s review .

Governance Assessment

• Strengths:

  • Independent director with dual committee service (Audit and Compensation) and finance/accounting credentials, supporting oversight quality .
  • Attendance met governance threshold; active committee cadence (Board 5x; Audit 7x; Compensation 3x in 2024) .
  • Meaningful personal ownership (357,734 shares), aligned with stock ownership guidelines framework .
  • Compensation Committee maintains consultant independence (WTW) and reports no interlocks/insider participation, reducing conflicts risk .

• Watch items:

  • Network interlock with Life Time Group Holdings via both Lasher and NOG Chair Bahram Akradi; while industries are unrelated, investors should monitor any cross-company engagements or transactions (none disclosed) .
  • One-time stock award ($75,000 in Jan 2024) to Lasher recognizing excess 2023 time commitment introduces discretionary equity elements for directors; no similar awards for 2024, but monitor for recurrence .
  • Lasher’s 2024 cash compensation ($227,500) materially exceeds baseline cash retainer for “All Other Directors” ($85,000); NOG’s schedule includes incremental fees for committee roles (including high Executive Committee and Acquisition Committee fees), but specific additional committee memberships beyond Audit and Compensation are not disclosed—investors should seek clarity on special committee service driving cash comp .

• Shareholder sentiment:

  • Say‑on‑pay approved at ~84% in 2024, suggesting general support for Compensation Committee oversight; committee eliminated discretionary “performance‑contingent award opportunity” in LTIP for executives (not directors), moving to equal weighting on 3‑year absolute and relative TSR goals—positive signal for pay‑for‑performance governance .

• Policies:

  • Clawback policy adopted per SEC/NYSE standards; Insider Trading Policy and Governance Guidelines in place—baseline governance hygiene .

• Related‑party:

  • No transactions involving Lasher disclosed; related‑person disclosure highlights only employee spousal compensation; continue monitoring annual proxies for any RPTs .