Document

DEF 14A 1 den-2022xdefinitiveproxyst.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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o						Definitive Additional Materials
o						Soliciting Material Pursuant to §240.14a-12

Denbury Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD WEDNESDAY, JUNE 1, 2022

To our Stockholders:

You are hereby notified that the 2022 Annual Meeting of Stockholders of Denbury Inc., a Delaware corporation (“Denbury” or the “Company”), will be held virtually at www.virtualshareholdermeeting.com/DEN2022 at 8:00 A.M. Central Daylight Time (CDT) on Wednesday, June 1, 2022, for the following purposes:

a.to elect eight directors, each to serve until the next annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier resignation or removal;

b.to hold an advisory vote to approve named executive officer compensation;

c.to approve the Denbury Inc. Employee Stock Purchase Plan;

d.to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2022;

and to transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

Only stockholders of record as of April 4, 2022 are entitled to notice of, and to vote at, the annual meeting. The annual meeting will be held at www.virtualshareholdermeeting.com/DEN2022. To be admitted to the annual meeting at www.virtualshareholdermeeting.com/DEN2022, stockholders must enter the control number found on their proxy card, voting instruction form or notice. Once properly admitted to the annual meeting, stockholders of record as of the record date may vote their shares by following the instructions available on the meeting website during the meeting and may also view the complete list of stockholders entitled to vote at the annual meeting. To ask a question pertaining to the business of the annual meeting, stockholders must submit it in advance of the annual meeting by visiting www.proxyvote.com. Questions may be submitted until 11:59 p.m., Eastern Time, on Monday, May 30, 2022. Each stockholder will be limited to no more than one question. Following the conclusion of the annual meeting, the Company will answer questions submitted timely in advance that pertain to the business of the annual meeting. Technical support will be available on the meeting platform at www.virtualshareholdermeeting.com/DEN2022 beginning at 7:30 A.M. CDT on June 1, 2022 or by calling 800-586-1548 (US) or 303-562-9288 (International). The technical support offered through this service is designed to address difficulties related to the virtual meeting website, and it is recommended that you contact your broker should you be unable to locate your control number.

Beginning on April 18, 2022, the Company mailed a Notice Regarding the Internet Availability of Proxy Materials to its stockholders containing instructions on how to access the proxy materials and vote via the Internet. Instructions for requesting a paper copy of the proxy materials are contained in the Notice Regarding the Internet Availability of Proxy Materials.

By order of the Board of Directors,

/s/ James S. Matthews


James S. Matthews Executive Vice President, Chief Administrative Officer, General Counsel and Secretary April 18, 2022

Stockholders of record are urged to vote their proxy promptly, whether or not they expect to virtually attend the annual meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD VIRTUALLY ON JUNE 1, 2022:

We have elected to take advantage of the U.S. Securities and Exchange Commission rules that allow us to furnish proxy materials to our stockholders via the Internet. These rules allow us to provide information that our stockholders need while lowering costs, accelerating the speed of delivery and reducing the environmental impact of our annual meeting. This proxy statement, along with the Company’s Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2021, are available via the Internet at www.proxyvote.com.

TABLE OF CONTENTS


Internet Availability of Proxy Materials			1
Record Date and Common Stock Outstanding			1
Voting of Common Stock			1
Voting by Stockholders of Record			1
Voting by Beneficial Owners			2
Quorum; Required Vote; Treatment of Abstentions and Broker Non-Votes			2
Persons Making the Solicitation			3
Our Company			3
Proposal One: Election of Directors			4
Compensation of Non-Employee Directors			12
202 1 Director Compensation			12
2021 Director Compensation Table			13
Director Stock Ownership and Retention Guidelines			13
Governance of the Company			14
Board Leadership Structure			14
Presiding Director			14
Corporate Governance Guidelines			14
Risk Oversight			15
Identification of Director Candidates			15
Director Independence			16
Code of Conduct and Ethics			16
Related Party Transactions			17
Communication with the Board			17
Board Meetings, Attendance and Committees			18
Audit Committee			18
Compensation Committee			19
Sustainability and Governance Committee			20
Management			21
Security Ownership of Certain Beneficial Owners and Management			23
Compensation Committee Report			25
Compensation Committee Interlocks and Insider Participation			25
Executive Compensation – Compensation Discussion and Analysis			26


Summary of Executive Compensation Practices			26
Objectives and Philosophy			26
2021 Say-on-Pay Results			27
Stockholder Engagement			27
Roles in Setting Executive Officer Compensation			29
Use of Peer Survey Comparisons			30
2021 Compensation Components			30
Results of Incentive-Based Compensation for Year-Ended 2021			32
2022 Compensation			33
Perquisites and Other Benefits			36
Stock Ownership Guidelines			37
Risk Assessment Related to Our Compensation Program			37
Policy on Recovery of Compensation and Clawbacks			37
Executive Compensation – Compensation Tables			38
Summary Compensation Table			38
2021 Grants of Plan-Based Awards			39
2021 Outstanding Equity Awards at Fiscal Year-End			39
Option Exercises and Stock Vested During 2021			39
Potential Payments Upon Termination or Change in Control			40
CEO Pay Ratio			42
Proposal Two: Advisory Vote to Approve Named Executive Officer Compensation			43
Equity Compensation Plan Information			44
Proposal Three: Approval of the Denbury Inc. Employee Stock Purchase Plan			45
Audit Matters			49
Audit Committee Report			49
Independent Auditor Fees			50
Proposal Four : Ratify the Audit Committee’s Selection of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2022			51
Stockholder Proposals for Our 2023 Annual Meeting of Stockholders			52
Proposals for Inclusion in Our 2023 Proxy Statement			52
Advanced Notice of Nominations or Proposed Business for Our 2023 Annual Meeting of Stockholders			52
Other Matters			53
Appendix A – Denbury Inc. Employee Stock Purchase Plan			A-1

DENBURY INC.

PROXY STATEMENT

Annual Meeting of Stockholders

to be held on Wednesday, June 1, 2022

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (“our Board” or “the Board”) of Denbury Inc., a Delaware corporation (“Denbury” or “the Company”), for use at the Company’s virtual annual meeting of stockholders to be held on Wednesday, June 1, 2022 at www.virtualshareholdermeeting.com/DEN2022, or at any adjournment or postponement thereof. This proxy statement, proxy card and our 2021 Annual Report to Stockholders are being first made available to stockholders on or about April 18, 2022.

INTERNET AVAILABILITY OF PROXY MATERIALS

As permitted under the rules of the Securities and Exchange Commission (the “SEC”), the Company is making its proxy materials available to its stockholders electronically via the Internet. On or about April 18, 2022, the Company is sending a Notice Regarding the Internet Availability of Proxy Materials (the “Notice”) to its stockholders of record as of the close of business on April 4, 2022. The Notice includes (i) instructions on how to access the Company’s proxy materials and vote via the Internet, (ii) the date, time and virtual location of the annual meeting, (iii) a description of the matters intended to be acted upon at the annual meeting, (iv) a list of the materials being made available electronically, (v) instructions on how a stockholder can request paper copies of the Company’s proxy materials, (vi) any control/identification numbers that a stockholder needs to access the proxy materials and (vii) information about attending and voting at the virtual annual meeting. Following the conclusion of the annual meeting, the Company will answer questions submitted timely in advance that pertain to the business of the annual meeting.

RECORD DATE AND COMMON STOCK OUTSTANDING

The record date for the annual meeting was April 4, 2022. Only Denbury stockholders of record as of the record date are entitled to receive notice of and to vote at the annual meeting. If you are a holder of our common stock, you are entitled to one vote at the annual meeting for each share of common stock you held as of the record date. As of the record date, there were 50,207,886 shares of Denbury common stock issued and outstanding and entitled to vote at the annual meeting.

VOTING OF COMMON STOCK


Voting by Stockholders of Record

You are a stockholder of record if your shares are directly held by you and registered in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc. If you are a stockholder of record, you may vote your shares via the Internet at www.proxyvote.com in accordance with the instructions in the Notice. You may also vote by touch-tone telephone from the United States by calling 1-800-690-6903, or by completing, signing and dating the proxy card and returning the proxy card in the prepaid envelope. In order to be valid and acted upon at the annual meeting, your proxy must be received before 11:59 p.m. Eastern Daylight Time (EDT) on May 31, 2022. Shares represented by proxy will be voted at the annual meeting unless the proxy is revoked at any time prior to the time at which the shares covered by proxy are voted by: (i) timely submitting a proxy with new voting instructions via the Internet or telephone; (ii) timely delivering a valid, later-dated executed proxy card; (iii) delivering a written notice of revocation that is received by our Secretary at 5851 Legacy Circle, Suite 1200, Plano, Texas 75024, by 11:59 p.m. Eastern Daylight Time (EDT) on May 31, 2022; or (iv) voting at the virtual annual meeting by completing a ballot. Attending the annual meeting virtually without completing a ballot will not revoke any previously submitted proxy. If you properly complete and sign your proxy card but do not indicate how your shares should be voted on a matter, the shares represented by your proxy will be voted in accordance with the recommendation of our Board as discussed below.



			Kevin O. Meyers


						Joined the Board: 2011
						Age: 68
						Board Committees: Audit Committee, Compensation Committee
						Principal Occupation: Independent Consultant


			Kevin O. Meyers has been a director of Denbury since July 2011 and Chairman of the Board since September 2020. Dr. Meyers has more than 40 years of experience in the oil and gas industry, having retired from ConocoPhillips at the end of 2010. Dr. Meyers currently serves on the board of directors of Precision Drilling Corporation (NYSE: PDS), a provider of drilling equipment and services, and Hess Corporation (NYSE: HES), an oil and natural gas exploration and production company. For the ten years prior to retirement, Dr. Meyers was a senior executive with ConocoPhillips, most recently serving as Senior Vice President Exploration and Production, Americas. Prior to that, he was President of ConocoPhillips Canada, President of ConocoPhillips Russia and Caspian Region, and President of ConocoPhillips Alaska. For the twenty years prior to that, he served in engineering, technical and executive positions with ARCO, last serving as President of ARCO Alaska. Dr. Meyers previously served on the board of directors of Hornbeck Offshore Services, Inc. (NYSE: HOS), Bill Barrett Corporation (NYSE: BBG), LUKOIL, the World Energy Council, the United States Energy Association, the Board of Regents of the University of Alaska and the Nature Conservancy of Alaska.

			Dr. Meyers holds a Ph.D. in Chemical Engineering from the Massachusetts Institute of Technology and Bachelor’s degrees in Chemistry and Mathematics from Capital University in Ohio. Dr. Meyers’ educational background and extensive industry and technical experience provide the Board with significant insight into the Company’s operations and technical matters. His leadership experience with large oil and gas companies further broadens the perspectives he brings to the Board.



			Anthony M. Abate


						Joined the Board: 2020
						Age: 57
						Board Committees: Audit Committee, Compensation Committee
						Principal Occupation: Independent Consultant


			Anthony M. Abate has been a director of Denbury since September 2020. Mr. Abate served as Founder, Chief Operating Officer and Chief Financial Officer of Echo360, Inc. (“Echo360”), an educational technology company that provides a suite of learning solutions to the higher education and continuing education markets globally, from 2007 to 2021. Before Echo360, Mr. Abate served as a private equity partner, most recently at Battery Ventures where he initiated investments, retained active board responsibilities, raised significant debt and equity capital, and managed exits via initial public offering or sale. Prior to that, Mr. Abate served as a consultant at McKinsey & Co. where he advised publicly traded companies and venture-backed start-ups on how best to capitalize on the ensuing business opportunities of digitization and convergence. Mr. Abate began his career in the U.S. Air Force, where he developed an advanced computer platform for the then-classified stealth aircraft program.

			Mr. Abate currently serves as Chairman of the Board of Southeastern Grocers, a multi-brand grocery store business, and a board member and Special Purpose Committee member of GTT Communication, Inc., a global IP network provider. Previously, Mr. Abate served as an independent director of Tops Markets, BroadView Networks, Looking Glass Networks and CBeyond Communications. Mr. Abate graduated summa cum laude with a Bachelor of Science degree in Electrical Engineering from Duke University and holds an MBA, with distinction, from Harvard Business School.



			Caroline G. Angoorly


						Joined the Board: 2020
						Age: 57
						Board Committees: Sustainability and Governance Committee
						Principal Occupation: Managing Partner of GreenTao LLC


			Caroline G. Angoorly has been a director of Denbury since September 2020. Ms. Angoorly is a senior executive in the energy and sustainable infrastructure sectors with more than 25 years of domestic and international experience in business-building, transformation, strategy, project development and financing, asset management, operations, environmental, social and governance strategy, investment, and mergers and acquisitions. Ms. Angoorly is experienced in the energy, resources, sustainable infrastructure and environmental sectors, especially energy and fuels markets and projects across technologies and clean tech. She has particular expertise in successfully developing and financing greenfield projects, as well as building and running clean energy and sustainable infrastructure businesses and funds. In 2010, Ms. Angoorly founded GreenTao LLC, a specialized business growth, project development, financing, strategy and execution firm. Her clients range from Fortune 500 companies to middle market and start-ups. Ms. Angoorly returned to GreenTao as Managing Partner in 2019 after over five years as the founding Chief Operating Officer of NY Green Bank, where she was instrumental in the establishment and evolution to full operations of a $1 billion State-sponsored investment fund focused on clean energy and sustainable infrastructure. As COO of NY Green Bank, Ms. Angoorly was responsible for establishing, implementing and constantly evolving all aspects of finance, strategy and operations, as well as a member of the investment & risk committee. She also played a leadership role at the New York State Research & Development Authority (which manages the $5.3 billion Clean Energy Fund for the State), including as a mentor and as founding Co-Chair of the organization’s Diversity & Inclusion Initiative. Previously Ms. Angoorly was Head of Environmental Markets, North America for J. P. Morgan (focused on greenhouse gas, renewable energy and other energy-related projects and businesses), SVP and Head of Development, North East and VP, Environmental & New Business for NRG Energy, General Counsel at EnelGreenPower and a partner in the Global Project Finance Group at international firm Milbank. Throughout her career, Ms. Angoorly has been involved in billions of dollars of “first-of-their-kind” projects based on technology, financing structures and other capital aspects. Ms. Angoorly’s experience also includes being a Board Member of Cyrq Energy Inc. (where she chairs the Development Committee) and Evolution Markets Inc., a global commodity brokerage in energy and environmental markets and products.

			In 1999, Ms. Angoorly received the John Clemenger Memorial Medal from Melbourne Business School as top of her MBA class. Ms. Angoorly holds geology and law honors degrees from Monash University and an MBA from Melbourne Business School (partly undertaken at Columbia Business School).



			James N. Chapman


						Joined the Board: 2020
						Age: 59
						Board Committees: Compensation Committee, Sustainability and Governance Committee
						Principal Occupation: Independent Consultant


			James N. Chapman has been a director of Denbury since September 2020. Mr. Chapman has more than 35 years of investment banking experience in a wide range of industries including aviation/airlines, metals/mining, natural resources/energy, automotive/general manufacturing, financial services, real estate and healthcare. Presently, he serves as the lead independent director of California Resources Corporation (NYSE: CRC) and Arch Resources, Inc. (NYSE: ARCH) and a member of the board of directors of several private companies. Mr. Chapman also serves as a non-executive Advisory Director of SkyWorks Capital, LLC (“Skyworks”), an aviation and aerospace management consulting services company based in Greenwich, Connecticut, which he joined in December 2004. Prior to SkyWorks, he was associated with Regiment Capital Advisors, LP (“Regiment”), an investment advisor based in Boston specializing in high yield investments, which he joined in January 2003. Prior to Regiment, Mr. Chapman acted as a capital markets and strategic planning consultant with private and public companies, as well as investment advisors and hedge funds (including Regiment), across a range of industries. Prior to establishing an independent consulting practice, Mr. Chapman worked for The Renco Group, Inc. (“Renco”) (a multi-billion dollar private corporation with diverse investment holdings located throughout the world) from December 1996 to December 2001. Prior to Renco, he was a founding principal of Fieldstone Private Capital Group (“Fieldstone”) in August 1990 where he headed the Corporate Finance and High Yield Finance Groups. Prior to joining Fieldstone, Mr. Chapman worked for Bankers Trust Company from July 1985 to August 1990, most recently in the BT Securities capital markets area. In prior years, Mr. Chapman has served as director of numerous other companies dating back to 1986. Mr. Chapman has served on numerous committees for the various boards, including audit committee, compensation committee, pricing committee, portfolio management committee, treasury committee and corporate governance and human resource/nomination committee responsibilities. He has also served on special committees related to “going-private” transactions and other strategic initiatives, including mergers, acquisitions, restructurings, bankruptcies and litigation.

			Mr. Chapman received an MBA degree, with distinction, from Dartmouth College in 1985 and was elected an Edward Tuck Scholar. He received his Bachelor of Arts degree, with distinction, magna cum laude, at Dartmouth College in 1984 and was elected to Phi Beta Kappa, in addition to being a Rufus Choate Scholar.



			Christian S. Kendall


						Joined the Board: 2017
						Age: 55
						Principal Occupation: President and Chief Executive Officer of Denbury Inc.



			Christian S. Kendall has been a director of Denbury and the Chief Executive Officer since July 2017. Mr. Kendall joined Denbury as Chief Operating Officer in September 2015 and was named President in October 2016. Prior to joining Denbury, Mr. Kendall was employed at Noble Energy, Inc. (“Noble”), where he served as a member of Noble’s executive management and as part of its operations leadership team as Senior Vice President, Global Operations Services. Prior to that, Mr. Kendall served as Vice President, Gulf of Mexico (2011-2014), and as Business Unit Manager and Vice President, Noble Energy Mediterranean Ltd (2007-2011), having been with Noble since 2001. Mr. Kendall began his career with Mobil Oil Corporation in 1989 and, in total, has more than 30 years of oil and gas industry experience in domestic and international operations roles.

			Mr. Kendall holds a Bachelor of Science degree in Engineering, Civil Specialty, from the Colorado School of Mines and is a graduate of the Advanced Management Program at the Harvard Business School. As President and Chief Executive Officer of Denbury, Mr. Kendall is intimately knowledgeable of the day-to-day and strategic operations of the Company, providing the Board with a management perspective.



			Lynn A. Peterson


						Joined the Board: 2017
						Age: 69
						Board Committees: Audit Committee
						Principal Occupation: Chief Executive Officer and President of Whiting Petroleum Corporation

			Lynn A. Peterson has been a director of Denbury since 2017. Mr. Peterson has been Chief Executive Officer and President of Whiting Petroleum Corporation (NYSE: WLL) since September 2020. Previously, he served as Chairman of the Board, President and Chief Executive Officer of SRC Energy Inc. (“SRC”) from May 2015 until its acquisition by PDC Energy in January 2020. Before joining SRC, he was a co-founder of Kodiak Oil & Gas Corporation and served as its Chairman of the Board, President and Chief Executive Officer from 2001 until its acquisition by Whiting Petroleum Corporation in December 2014. Mr. Peterson has served as a director of PDC Energy (NASDAQ: PDCE) since January 2020.

			Mr. Peterson graduated from the University of Northern Colorado with a Bachelor of Science in Accounting and has more than 40 years of experience in the oil and gas industry.



			Brett R. Wiggs


						Joined the Board: 2020
						Age: 56
						Board Committees: Audit Committee, Sustainability and Governance Committee
						Principal Occupation: Chief Executive Officer of Oryx Midstream Services


			Brett R. Wiggs has been a director of Denbury since September 2020. Mr. Wiggs is the Chief Executive Officer of Oryx Midstream Services. Mr. Wiggs has a long history as a successful leader in the energy industry, both in the U.S. and abroad, and has a strong record of creating value and growth. While continuing to lead it today, Mr. Wiggs formed Oryx in late 2013 and grew the company from a start-up to its sale to Stonepeak Energy Partners for $3.6 billion in 2019. In less than seven years, Oryx became the second largest oil gathering and regional transport company in the Permian Basin moving approximately 700,000 barrels of oil per day through more than 1,500 miles of pipe and approximately 3 million barrels of storage, the majority of which were developed and built as greenfield assets. In late 2021, Oryx combined all of its assets with the Permian Basin assets of Plains All American Pipeline, L.P. to form the largest oil gathering and transport venture in the Permian Basin. Mr. Wiggs continues to serve on the joint operating committee and board for the new joint venture in addition to continuing as the CEO of Oryx Midstream Services. Most recently prior to founding Oryx in late 2013, Mr. Wiggs served as a managing director for EnCap Flatrock Midstream. Previously, Mr. Wiggs served as CEO of DFW Midstream Services, a natural gas gathering company focused in the Barnett Shale. Within three years of starting the company in 2008, Mr. Wiggs built a gathering system with more than 80 miles of large and small diameter pipeline and approximately 50,000 horsepower of compression in a dense urban environment. Mr. Wiggs has also served as president and general manager of Bolivia’s principal oil and gas pipeline company, Transredes SA, and as president and CEO of the Cuiaba Integrated Power Project, a power plant and natural gas pipeline project located in western Brazil. Additionally, Mr. Wiggs has held various business development and management positions at Enron and TXU.

			Prior to beginning his business career, Mr. Wiggs served as an artillery officer in the U.S. Army. He received a Bachelor of Science degree from West Point and a Master of Business Administration degree from the University of Texas.



			Cindy A. Yeilding


						Joined the Board: 2021
						Age: 61
						Board Committees: Compensation Committee, Sustainability and Governance Committee
						Principal Occupation: Independent Consultant


			Cindy A. Yeilding has been a director of Denbury since March 2021. Ms. Yeilding served as a technical expert and leader at British Petroleum (“BP”) for more than 35 years, most recently serving as Senior Vice President of BP, America from April 2016 to December 2020. While serving in that role, she chaired the coordinating subcommittee of the U.S. National Petroleum Council’s study on Carbon Capture, Use and Storage. During her career at BP, she held various positions in oil and gas exploration, production, geoscience and exploration technology. Ms. Yeilding currently serves as the Board Chair for the Offshore Technology Conference and on the board of directors of the Center for Houston’s Future. She previously served on the board of directors and executive committee of the Greater Houston Partnership.

			Ms. Yeilding has a Bachelor of Science degree in Geology from Southern Methodist University and a Master of Science degree in Geology from the University of North Carolina. She was one of the founding members of BP’s American Association of Petroleum Geologists women’s committee and initiated the women’s networking session for Women in Science and Engineering at the Offshore Technology Conference.


	Annual Chairperson Fee		Annual Member Fee
Board of Directors	$	125,000	$	80,000
Audit Committee	25,000		12,500
Compensation Committee	17,500		8,750
Sustainability and Governance Committee	17,500		8,750


Director	Fees Earned or Paid in Cash (1)		Stock Awards (2)		All Other Compensation (3)		Total
Kevin O. Meyers	$	142,500	$	—	$	9,771	$	152,271
Anthony M. Abate	113,750		—		—		113,750
Caroline G. Angoorly	102,500		—		—		102,500
James N. Chapman	102,500		—		—		102,500
Lynn A. Peterson	106,875		—		—		106,875
Brett R. Wiggs	96,875		—		—		96,875
Cindy A. Yeilding	53,986		401,684		—		455,670


Board of Directors’ Recommendation


Director						2022 Grants of Restricted Stock Units
Kevin O. Meyers						3,179
Anthony M. Abate						2,119
Caroline G. Angoorly						2,119
James N. Chapman						2,119
Lynn A. Peterson						2,119
Brett R. Wiggs						2,119
Cindy A. Yeilding						2,119


Board Committee						Number of Meetings
Audit						8
Compensation						5
Nominating/Corporate Governance						4
Sustainability						4


Name of Beneficial Owner	Shares of Common Stock		% of Shares Outstanding
Directors and Named Executive Officers:
Kevin O. Meyers	748	(1) (2)	*
Anthony M. Abate	—	(2)	*
Caroline G. Angoorly	—	(2)	*
James N. Chapman	—	(2)	*
Lynn A. Peterson	470	(1) (2)	*
Brett R. Wiggs	—	(2)	*
Cindy A. Yeilding	—	(2)	*
Christian S. Kendall	3,569	(1) (2)	*
Mark C. Allen	3,597	(1) (2)	*
James S. Matthews	1,041	(1) (2)	*
All of the executive officers and directors as a group (10 persons)	9,425	(1) (2)	*
Stockholders owning 5% or more of issued and outstanding common stock
Fidelity Management & Research Company	7,729,944	(3)	15.4	%
The Vanguard Group	4,821,268	(4)	9.6	%
Silver Point Capital, L.P.	3,819,800	(5)	7.6	%
William Blair Investment Management, LLC	3,341,888	(6)	6.7	%
BlackRock, Inc.	3,335,760	(7)	6.6	%


Name	Vested PSUs	Vested RSUs	Unvested RSUs	Series B Warrants	Total
Christian S. Kendall	373,503	124,501	249,002	3,569	750,575
Mark C. Allen	140,063	46,688	93,376	3,597	283,724
James S. Matthews	73,533	24,511	49,023	1,041	148,108
Kevin O. Meyers	—	15,279	30,560	748	46,587
Anthony M. Abate	—	10,186	20,373	—	30,559
Caroline G. Angoorly	—	10,186	20,373	—	30,559
James N. Chapman	—	10,186	20,373	—	30,559
Lynn A. Peterson	—	10,186	20,373	470	31,029
Brett R. Wiggs	—	10,186	20,373	—	30,559
Cindy A. Yeilding	—	3,242	6,484	—	9,726
All of the executive officers and directors as a group	587,099	265,151	530,310	9,425	1,391,985


Name						Title
Christian S. Kendall						President and Chief Executive Officer
Mark C. Allen						Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary
James S. Matthews						Executive Vice President, Chief Administrative Officer, General Counsel and Secretary


Stockholder Feedback			Company Response
The annual incentive bonus plan should include performance measures tied to the Company’s CCUS business strategy and environmental, social and governance metrics.			Beginning in 2022, a total of 40% of the annual incentive bonus will be tied to our CCUS business strategy and ESG metrics, as described below. •20% will be tied to execution of our CCUS business strategy and management of asset retirement obligations (“ARO”); •15% will be tied to health and safety goals; and •5% will be tied to an annual emissions reduction target. For more information on the annual bonus program in 2022, see Executive Compensation – Compensation Discussion and Analysis – 2022 Compensation.
Equity awards granted to named executive officers should be tied to traditional performance measures.			The Compensation Committee did not grant equity awards to our named executive officers in 2021. For 2022, the Compensation Committee determined that equity awards granted to our named executive officers would consist of 60% performance-based TSR awards (cliff vesting after a three-year period based on relative TSR performance against a peer group of companies) and 40% time-vested restricted stock (vesting ratably over a three-year period). For more information on the equity grants in 2022, see Executive Compensation – Compensation Discussion and Analysis – 2022 Compensation.
Denbury should disclose its goals with respect to capturing, utilizing and storing carbon emissions.			Through our CCUS efforts and our use of industrial-sourced CO2, we currently fully offset our Scope 1 and 2 emissions. Our goal is to fully offset our Scope 3 emissions by 2030. Approximately 25% of our production is Scope 3 carbon negative through the use of industrial-sourced CO2, and we plan to only use industrial-sourced CO2 for our Cedar Creek Anticline development. Additionally, beginning in 2022, 5% of our annual incentive bonus will be tied to an annual emissions reduction target.
The Board should have direct oversight of human capital management initiatives.			In March 2021, the Sustainability and Governance Committee amended its charter to include direct oversight of our human capital management initiatives, including diversity, equity and inclusion matters, workplace culture and talent development.
The Board should continue to seek diverse, qualified directors to serve as members of the Board.			Cindy A. Yeilding was appointed to the Board in March 2021. In December 2021, Caroline G. Angoorly was appointed chairperson of the Sustainability and Governance Committee. Our Board has 25% female representation and 13% ethnic minority representation.


Compensation Peer Group
Berry Corporation	Kosmos Energy Ltd.	Range Resources Corporation
Bloom Energy Corporation	Laredo Petroleum, Inc.	SM Energy Company
Bonanza Creek Energy, Inc.	Matador Resources Company	Talos Energy Inc.
Callon Petroleum Company	Montage Resources Corporation	Whiting Petroleum Corporation
Cimerex Energy Co.	PDC Energy, Inc.
Comstock Resources, Inc.	QEP Resources, Inc.


Annual Base Salary
Christian S. Kendall						$772,000
Mark C. Allen						$605,000
James S. Matthews						$525,000


Target Annual Incentive Bonus Percentages
Christian S. Kendall						130%
Mark C. Allen						120%
James S. Matthews						100%


2021 Annual Incentive Bonus Metrics and Results ($ in millions)
Metric	Target Points	Threshold (50%)	Target (100%)	Maximum (200%)	Results	Points Earned
EBITDAX (1)	40	$210	$260	$320	$316	77
Production (2) (BOE/d)	20	48,500	50,000	51,500	48,770	12
HSE Performance
Serious Injury & Fatality Rate	5	0.80	0.67	0.54	0.35	10
Total Recordable Incident Rate	5	0.93	0.78	0.63	0.40	10
Significant Release Rate	5	0.18	0.16	0.14	0.17	4
Lease Operating Expenses (3)	10	$374	$356	$338	$352	12
Reserves Replacement	10	50%	100%	250%	397%	20
General & Administrative Expenses (4)	5	$79	$73	$67	$71	7
Total	100					152


Name	Annual Incentive Bonus Target	Annual Incentive Bonus Earned
Christian S. Kendall	$1,003,600	$1,525,472
Mark C. Allen	726,000	1,103,520
James S. Matthews	525,000	798,000


									PSUs
Christian S. Kendall									373,503
Mark C. Allen									140,063
James S. Matthews									73,533


2022 Annual Base Salary Rate
Christian S. Kendall						$772,000
Mark C. Allen						605,000
James S. Matthews						525,000


2022 Annual Incentive Bonus Metrics
Metric						Target Points
Operational
EBITDAX (1)						20
Free Cash Flow (2)						15
Production						10
Lease Operating Expenses						5
General and Administrative Expenses						5
Reserves Replacement						5
HSE Performance
Total Recordable Incident Rate						5
Serious Injury and Fatality Rate						5
Significant Release Rate						5
Total Emissions Reduction						5
Execution of our CCUS Business Strategy and ARO Management						20
Total						100


									TSR Award (Shares @ 100% Target)
Christian S. Kendall									34,361
Mark C. Allen									14,618
James S. Matthews									7,121


TSR Award Peer Group
Aker Carbon Capture ASA	Clean Energy Fuels Corp.	Range Resources Corporation
Berry Corporation	Comstock Resources, Inc.	Renewable Energy Group, Inc.
Bloom Energy Corporation	Diamondback Energy, Inc.	SM Energy Company
Callon Petroleum Company	Kosmos Energy Ltd.	Southwestern Energy Company
Centennial Resource Development, Inc.	Laredo Petroleum, Inc.	Talos Energy Inc.
California Resources Corporation	Matador Resources Company	Whiting Petroleum Corporation
Civitas Resources, Inc.	PDC Energy, Inc.


									Restricted Stock
Christian S. Kendall									22,907
Mark C. Allen									9,745
James S. Matthews									4,747


Officer Level						Ownership Guideline
President and/or Chief Executive Officer						5x annual base salary
Executive Vice Presidents and/or Senior Vice Presidents						3x annual base salary
Vice Presidents						2x annual base salary


Name and Principal Position	Year	Salary		Bonus(1)		Stock Awards(2)		Non-Equity Incentive Plan Compensation(3)		All Other Compensation(4)		Total
Christian S. Kendall	2021	$	772,000	$	—	$	—	$	1,525,472	$	28,038	$	2,325,510
President and Chief Executive Officer	2020	743,416		3,400,000		18,249,357		—		48,937		22,441,710
	2019	823,750		—		3,012,057		1,199,704		48,709		5,084,220
Mark C. Allen	2021

SEC Form DEF 14A filed by Denbury Inc.