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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

(RULE 14A-101)
Schedule 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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Soliciting Material Pursuant to §240.14a-12

Whiting Petroleum Corporation

(Name of Registrant as Specified In Its Charter)

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

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2021 PROXY STATEMENT

Notice of 2021 Annual Meeting of Stockholders
To be Held on May 11, 2021

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WHITING PETROLEUM CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 11, 2021

Dear Stockholders:

The annual meeting of stockholders of Whiting Petroleum Corporation will be held on Tuesday, May 11, 2021, at 10:00 a.m., Mountain Time, in a virtual format online via live webcast, for the following purposes:

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to elect the seven directors named in the accompanying proxy statement to hold office until the 2022 annual meeting of stockholders and until their successors are duly elected and qualified;

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to approve, by advisory vote, the compensation of our named executive officers;

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to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2021; and

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to consider and act upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

In light of the coronavirus (COVID-19) pandemic and to assist in protecting the health and wellbeing of our stockholders, employees and other participants, the 2021 Annual Meeting of Stockholders will be held in a virtual format online via live webcast only. You will not be able to attend the 2021 Annual Meeting of Stockholders physically. You may participate, vote and examine our stockholder list at the 2021 Annual Meeting of Stockholders by visiting www.meetingcenter.io/258088867, entering the password WLL2021 and using your 15-digit control number found on your proxy card or Notice of Internet Availability of Proxy Materials.

The close of business on March 16, 2021 has been fixed as the record date for the determination of stockholders entitled to notice of, and to vote at, the annual meeting and any adjournment or postponement thereof.

Your vote is important no matter how large or small your holdings may be. To assure your representation at the annual meeting, please vote your shares over the Internet or via the toll-free telephone number as instructed in the Notice of Internet Availability of Proxy Materials. You also may request a printed proxy card to submit your vote by mail. For more details, see “How do I vote?” under “Questions and Answers About the Annual Meeting and Voting” in the accompanying proxy statement.

By Order of the Board of Directors

WHITING PETROLEUM CORPORATION

Lynn A. Peterson
President and Chief Executive Officer

Denver, Colorado
March 29, 2020

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PROXY STATEMENT
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	Page
PROXY STATEMENT		1
AGENDA AND VOTING RECOMMENDATIONS		2
CORPORATE GOVERNANCE		2
Our Commitment to Corporate Governance and Stockholder Engagement		2
Our Commitment to Executive Compensation Best Practices		2
Whiting Values		3
Sustainability		4
Climate Risk		5
Proposal 1 — Election of Directors		6
Nominees for Election at the Annual Meeting		6
Governance Information		10
Corporate Governance Documents		10
Independence of Directors		10
Transactions with Related Persons		10
Meetings and Attendance		10
Selection of Director Candidates		11
Director Qualifications, Skills and Experience		11
Board Leadership Structure; Independent Chairman		12
Role of the Board in Risk Oversight		13
Communications with Directors; Stockholder Engagement		13
Board Committee Information		13
Audit Committee		14
Compensation and Human Resources Committee		14
ESG Committee		14
Nominating and Governance Committee		15
Director Compensation		15
Stock Ownership Guidelines		17
COMMON STOCK OWNERSHIP		19
Directors and Executive Officers		19
Certain Beneficial Owners		19
Delinquent Section 16(a) Reports		20
EXECUTIVE COMPENSATION		21
Introduction		21
Our Executive Compensation Programs in 2021		21
Stockholder Input on Executive Compensation		29
Policy on Recoupment of Incentive-Based Compensation		29
Stock Ownership Guidelines		29
Policy Prohibiting Pledging and Hedging Shares of Stock		30
Compensation and Human Resources Committee Report		30
Compensation Committee Interlocks and Insider Participation		30
Executive Compensation Tables		31

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2020 Summary Compensation Table		31
Narrative Disclosure to Summary Compensation Table		32
Outstanding Equity Awards at 2020 Year-End		34
Termination and Change in Control Arrangements		35
Proposal 2 — Advisory Vote on the Compensation of Our Named Executive Officers		41
AUDIT MATTERS		42
Audit Committee Report		42
Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm		42
Audit and Non-Audit Fees and Services		43
STOCKHOLDER PROPOSALS		43
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING		45

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WHITING PETROLEUM CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

May 11, 2021

We are furnishing you this proxy statement in connection with the solicitation of proxies by our Board of Directors (the “Board”) to be voted at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Whiting Petroleum Corporation. The Annual Meeting will be held on Tuesday, May 11, 2021 at 10:00 a.m., Mountain Time, in a virtual format online via live webcast. The proxy materials, including this proxy statement, proxy card or voting instructions and our 2020 annual report, are being distributed and made available on or about March 29, 2021.

In light of the coronavirus (COVID-19) pandemic and to assist in protecting the health and wellbeing of our stockholders, employees and other participants, the Annual Meeting will be held in a virtual format online via live webcast only. You will not be able to attend the Annual Meeting physically. To attend the Annual Meeting, you will need to visit the virtual meeting website at www.meetingcenter.io/258088867 and enter the password WLL2021. Participants may choose to join the Annual Meeting as a “stockholder” or as a “guest”. To enter the virtual meeting as a stockholder of record, participants will need to enter a valid 15-digit control number, which can be found on your proxy card or Notice of Internet Availability of Proxy Materials, to be able to vote or submit questions during the Annual Meeting. If you hold your shares through an intermediary, such as a bank or broker, and you want to vote or ask a question at the Annual Meeting, you must register in advance to attend the Annual Meeting virtually by live webcast by following the instructions described below under “Questions and Answers about the Annual Meeting and Voting”. Otherwise, you may enter the webcast as a guest.

An online portal is available to stockholders at www.envisionreports.com/WLL where you can view and download our proxy materials and our Annual Report on Form 10-K for the year ended December 31, 2020 and vote your shares. On the day of, and during the Annual Meeting, you can view our agenda and meeting procedures and submit questions at www.meetingcenter.io/258088867. Stockholders must have their control number to submit questions. Stockholders will have an opportunity to raise questions about the items of business for the meeting. In addition, after the business portion of the Annual Meeting concludes and the meeting is adjourned, stockholders will have an opportunity to raise questions of a more general nature. We intend to answer all questions submitted that are pertinent to our company and the items being voted on during the Annual Meeting, as time permits and in accordance with our meeting procedures. We may also respond to questions after the meeting on an individual basis or by posting answers on the investor relations section of our website.

Online access to the webcast will be open for 30 minutes prior to the start of the Annual Meeting to allow time for you to log in and test your computer audio system. We encourage you to access the meeting prior to the start time. If you encounter any difficulties accessing the meeting in advance of or during the meeting, please call 1-800-736-3001 (toll-free in U.S., Canada, Puerto Rico) or 1-781-575-3100 (international).

Your vote is important, and we encourage you to vote even if you are unable to attend the Annual Meeting. You may vote your shares over the Internet or via the toll-free telephone number as instructed in the Notice of Internet Availability of Proxy Materials, or, if you received or request a paper copy of the proxy card, by signing and returning it in the postage paid envelope provided for your convenience. You may also attend and vote by virtual presence online at the Annual Meeting.

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AGENDA AND VOTING RECOMMENDATIONS

Proposal	Description	Board Recommendation	Page
1	Election of seven directors	FOR each nominee	6
2	Advisory approval of executive compensation	FOR	41
3	Ratification of the appointment of Deloitte & Touche LLP	FOR	42

CORPORATE GOVERNANCE

On April 1, 2020, we commenced voluntary cases under chapter 11 of the Bankruptcy Code. Pursuant to the plan of reorganization approved by the Bankruptcy Court, we emerged from bankruptcy on September 1, 2020, which we refer to as the “Reorganization”. Upon completion of the Reorganization and emergence from bankruptcy, we had appointed an entirely new Board, a new chief executive officer and new chief financial officer. Our new Board, of which 6 of the 7 members are independent, and our new management team lead by our Chief Executive Officer, Lynn A. Peterson, have worked to enhance our corporate governance practices, revise our executive compensation program to better align with stockholder interests and continue our focus on sustainability.

Our Commitment to Corporate Governance and Stockholder Engagement

We seek to maintain and enhance our corporate governance practices by refining such practices to align with evolving practices, issues raised by our stockholders and otherwise as circumstances warrant. Our corporate governance is overseen by our Board, all of the members of which are independent other than our chief executive officer. Key corporate governance changes implemented post-Reorganization include:

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Implementing annual elections of all directors as opposed to the classified Board we had prior to the Reorganization;

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Separating the positions of chairman of the board and chief executive officer with a chairman that is an independent director;

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Permitting stockholders representing at least 25% of our outstanding shares to call a special meeting of stockholders;

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Renaming our Compensation Committee of the Board as the Compensation and Human Resources Committee and expanding its oversight responsibilities to include matters relating to our human resources and human capital management; and

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Renaming the Sustainability Committee of the Board as the ESG Committee and expanding oversight responsibilities to environmental, health and safety, sustainability, corporate social responsibility and other public policy matters.

We also place great value on stockholder outreach and engage regularly with our investors to gain insights into our business strategy, corporate governance practices, executive compensation program and commitment to sustainability. Since the Reorganization, we have met with several firms representing 56% of the outstanding common stock of our company to discuss these topics. We also virtually hosted and engaged with our stockholders at three investor conferences.

Our Commitment to Executive Compensation Best Practices

On February 2, 2021, the Board, upon recommendation of the Compensation and Human Resources Committee and after consultation with the Committee’s independent compensation consultant, made changes to our executive compensation program designed to implement an industry-leading compensation structure that aligns earned payments with stockholder interests. Relative to historical industry practice, the new structure prioritizes greater alignment with absolute returns to stockholders and places a greater emphasis on bottom line cash generation.

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Key features of the new compensation structure include:

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Base salaries are unchanged from 2020;

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Short-term incentive metrics focused on returns and long-term cash generation, as well as adherence to company core values;

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Mandatory stock settlement for our CEO, CFO and COO of any portion of the short-term incentive paid above-target;

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Long-term incentives heavily weighted toward performance-based awards (70% for our CEO, 60% for our CFO and COO);

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Use of absolute total stockholder return as the sole performance metric for one-half of our performance-based long-term incentives;

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Elimination of cash severance for our CEO, CFO and COO except in the event of a change in control; and

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In the event of a change in control, payment of one third of the CEO severance will be in stock with a mandatory post-termination holding period.

Changes to the compensation structure for Lynn A. Peterson, our Chief Executive Officer, James P. Henderson, our Chief Financial Officer, and Charles J. Rimer, our Chief Operating Officer, are summarized below under “Executive Compensation — Our Executive Compensation Programs in 2021”.

Whiting Values

In order to improve our culture, empower our people, engage our communities and ensure our success, we developed the following statement of our values in 2018:

[MISSING IMAGE: tm213104d1-ph_whiting4c.jpg]

Our core values continue to provide the foundation for how we work, interact, manage and lead at our company. In 2019, an internal values committee was formed to help facilitate our values awards. Each quarter, employees are encouraged to nominate a colleague who they believe is exemplifying each of our six core values. The values committee then reviews all nominations and selects a winner for each value. In 2019 and 2020, 538 values nominations were received, proving our employees are committed to delivering the energy our world needs in the right way.

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Sustainability

We continue to recognize that building an enduring company must include the integration of sustainability planning and reporting as a key component of our strategy. We began integrating sustainability planning and reporting in 2017 with our initial disclosure of sustainability issues on our website. In 2018, we contracted with a third-party to develop a more robust program. We first compiled a list of over 300 relevant sustainability issues, informed by relevant non-financial reporting frameworks, including the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB) and International Petroleum Industry Environmental Conservation Association (IPIECA). We also cross-checked the issues identified against the key oil and gas priorities disclosed by major institutional investors and relevant Non-Governmental Organizations (NGOs). We grouped the issues based on commonality and then narrowed the issues list to 24 sustainability topics that we believe are most important to achieving lasting stakeholder success.

[MISSING IMAGE: tm213104d1-tbl_materi4clr.jpg]

In 2019, we formed a Sustainability Committee of the Board to monitor and evaluate our programs, policies and practices relating to ESG. In 2020, we renamed the Sustainability Committee the ESG Committee and expanded its oversight responsibilities to environmental, health and safety, sustainability, corporate social responsibility and other public policy matters.

In the fall of 2020, we published our 2019 Sustainability Report which is available on our website, www.whiting.com. The contents of our website are not incorporated by reference in this proxy statement. Highlights from our 2019 Sustainability Report include:

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34% decrease in Greenhouse Gas Intensity from 2018 to 2019.

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A 16% decrease in vehicle fleet tons of CO2 emissions from 2018 to 2019 with a 29% decrease since the start of the fleet program in 2017.

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47% decrease in total number of issues discovered during inspections from 2018 to 2019.

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25% reduction in water intensity from 2018 to 2019.

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Zero serious injuries or fatal incidents among our employees over last three years.

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Expanded Life Saving Rules to all employees and contractors based on standards established by the International Association of Oil and Gas Producers (IOGP).

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Decreased full year Total Recordable Incident Rate (TRIR) by 1%, with second half 2019 improving 18%, compared to full year 2018.

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29 of 63 employees (46%) hired at our corporate office in 2019 were female or minority.

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Enacted flexible work-life policy, including flexible work hours and part time optionality.

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Invested more than $1,000,000 and 4,000 volunteer hours in our local communities.

Climate Risk

We recognize the increasing public concern around greenhouse gases and other air emissions and global climate change. With this concern and focus comes the potential for new regulations. Oil and natural gas will continue to play an important role in meeting the country’s long-term energy demands despite increasing diversity of energy sources. Understanding our critical role in supplying affordable, reliable and efficient energy, we are committed to sustainable and responsible development of our oil and gas resources. This commitment includes understanding and mitigating climate change risk. To that end, our Board evaluates climate risk issues on a regular basis.

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Proposal 1 — Election of Directors

The Board currently consists of seven directors with terms that expire at the Annual Meeting. The entire Board is elected annually for a term to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified.

At the Annual Meeting, the stockholders will elect seven directors to hold office until the 2022 annual meeting of stockholders and until their successors are duly elected and qualified. The Board, upon the recommendation of the Nominating and Governance Committee, has nominated each current director for election at the Annual Meeting.

The Board has no reason to believe that the listed nominees will be unable or unwilling to serve as directors if elected. However, in the event that any nominee should be unable to serve or for good cause will not serve, the shares represented by proxies received will be voted for another nominee selected by the Board.

The following sets forth certain information, as of March 1, 2021, about the Board’s nominees for election at the Annual Meeting, including an account of their specific business experience; the names of publicly held and certain other corporations of which they also are, or have been within the past five years, directors; and a discussion of their specific experience, qualifications, attributes or skills that led to the conclusion that they should serve as directors.

Nominees for Election at the Annual Meeting

	Janet L. Carrig
	Independent Director Director since 2020 Age 63 Committees: ESG Nominating and Governance (Chair)			Janet L. Carrig has been a director of Whiting Petroleum Corporation since September 2020. Ms. Carrig served as Senior Vice President, Legal, General Counsel and Corporate Secretary of ConocoPhillips from 2007 to 2018. Prior to joining ConocoPhillips, she worked at Zelle, Hoffman, Voelbel, Mason and Gette, Kmart Corporation, Kellogg Company and Sara Lee Corporation. She began her career as a law clerk on the Third Circuit Court of Appeals. Ms. Carrig received a bachelor’s degree in History, with honors, from Grinnell College and a juris doctorate from Yale University. Other Public Company Boards: EQT Corporation (since 2019) Experience and Qualifications: Ms. Carrig has substantial legal, regulatory and governance expertise, extensive executive leadership experience and a strong exploration and production industry background, having served for over a decade as General Counsel of ConocoPhillips.

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	Susan M. Cunningham
	Independent Director Director since 2020 Age 65 Committees: Audit ESG (Chair)			Susan M. Cunningham has been a director of Whiting Petroleum Corporation since September 2020. From 2017 to 2019, Ms. Cunningham served as an Advisor for Darcy Partners (consulting firm). Ms. Cunningham served as Executive Vice President, EHSR and New Frontiers, for Noble Energy, Inc. from 2014 to 2017. She previously served at Noble Energy as Senior Vice President of Gulf of Mexico, West Africa and Frontier Ventures, and business innovation. Prior to Noble Energy, Ms. Cunningham held various positions at Texaco U.S.A., Statoil Energy, Inc. and Amoco Corporation. She holds a bachelor’s degree in Geology and Physical Geography from McMaster University in Ontario, Canada. She also completed an advanced management program through Rice University’s Office of Executive Development. Other Public Company Boards: Enbridge Inc. (since 2019) Oil Search Limited (since 2018) Experience and Qualifications: Ms. Cunningham has more than 35 years of oil and gas industry experience and brings strong leadership skills and extensive exploration and production experience and knowledge developed as a senior executive of Noble Energy, Inc.

	Paul J. Korus
	Independent Director Director since 2020 Age 64 Committees: Audit (Chair) Nominating and Governance			Paul J. Korus has been a director of Whiting Petroleum Corporation since September 2020. Mr. Korus was the Senior Vice President, Chief Financial Officer of Cimarex Energy Co. from 2002 until his retirement in 2015, and held the same positions with its predecessor, Key Production Company, from 1999 through 2002. He began his oil and gas career in 1982 with Apache Corporation, where he held positions in corporate planning, information technology and investor relations. He holds a Bachelor of Science degree in Economics and a Master of Science degree in Accounting from the University of North Dakota. Other Public Company Boards: Antero Resources Corporation (since 2018) PDC Energy, Inc. (since 2020) Antero Midstream Partners LP (2019) SRC Energy Inc. (2016-2020) Experience and Qualifications: Mr. Korus has more than 35 years of oil and gas industry experience and brings strong financial and accounting expertise, having served as Chief Financial Officer of Cimarex Energy Co., as well as his experience having served as a director of several other public energy companies.

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	Kevin S. McCarthy
	Independent Director Director since 2020 Age 61 Committees: Compensation and Human Resources Nominating and Governance			Kevin S. McCarthy has been Chairman of the Board of Whiting Petroleum Corporation since September 2020. Mr. McCarthy has served as Vice Chairman at Kayne Anderson Capital Advisors, L.P. since 2019 and was Chairman of the Board for Kayne Anderson’s closed-end funds from 2004 through July 2020 and Chief Executive Officer for Kayne Anderson’s closed end funds from 2004 to 2019. Prior to joining Kayne Anderson, Mr. McCarthy was global head of energy investment banking at UBS Securities and held similar positions at PaineWebber Incorporated and Dean Witter. He holds a Bachelor of Arts degree in Economics and Geology from Amherst College and an MBA in Finance from the Wharton School at the University of Pennsylvania. Other Public Company Boards: Altus Midstream Company (since 2017) PAA GP Holdings LLC (since 2020) Kayne Anderson Public Funds (2004-2020) ONEOK, Inc. (2015-2017) Range Resources Corporation (2005-2018) Experience and Qualifications: Mr. McCarthy has significant energy finance and investment experience with deep knowledge of oil and gas commodity markets and oil and gas companies both as an investment banker and from having served as Chairman and Chief Executive Officer at Kayne Anderson.

	Lynn A. Peterson
	Director Director since 2020 Age 67 Committee: ESG			Lynn A. Peterson has been the President and Chief Executive Officer and a director of Whiting Petroleum Corporation since September 2020. Prior to joining Whiting, Mr. Peterson was the Chairman of the Board, Chief Executive Officer and President of SRC Energy Inc. from May 2015 to January 2020 until the closing of its merger with PDC Energy, Inc. He was a co-founder of Kodiak Oil & Gas Corporation and served Kodiak as a director (2001-2014) and as its President, Chief Executive Officer (2002-2014) and Chairman of the Board (2011-2014) until its acquisition by Whiting Petroleum Corporation in December 2014. He also previously served as a director at Whiting from December 2014 to June 2015. Mr. Peterson has 40 years of industry experience. He holds a Bachelor of Science in Accounting from the University of Northern Colorado. Other Public Company Boards: Denbury Resources Inc. (since 2017) PDC Energy, Inc. (since 2020) SRC Energy Inc. (2015-2020) Experience and Qualifications: In addition to being our Chief Executive Officer, Mr. Peterson has 40 years of experience in the oil and gas industry and his prior roles of chief executive officer and service as director at other public energy companies provide valuable understanding of management processes and strategy of oil and gas companies.

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	Daniel J. Rice IV
	Independent Director Director since 2020 Age 40 Committees: Audit Compensation and Human Resources			Daniel J. Rice IV has been a director of Whiting Petroleum Corporation since September 2020. Mr. Rice has been a partner at Rice Investment Group since 2018 and serves as Chief Executive Officer for Rice Acquisition Corp., a publicly-listed special purpose acquisition company. Mr. Rice was the Chief Executive Officer of Rice Energy Inc. from 2013 until its sale to EQT Corporation in 2017. Mr. Rice also served as Chief Executive Officer of Rice Midstream Partners from 2014 until Rice Energy’s merger with EQT in 2017. He previously served at Rice Energy as Chief Operating Officer from 2012 to 2013 and Chief Financial Officer from 2008 to 2012. Before Rice Energy, Mr. Rice worked at Tudor Pickering & Holt, Transocean Inc. and Tyco International. He holds a Bachelor of Science Degree in Finance from Bryant University. Other Public Company Boards: EQT Corporation (since 2017) Rice Acquisition Corp. (since 2020) Rice Energy Inc. (2014-2017) Rice Midstream Partners LP (2014-2017) Experience and Qualifications: Mr. Rice has over a decade of experience in the energy industry and brings extensive oil and gas industry expertise and executive level experience, including from having served as Chief Executive Officer of Rice Energy Inc.

	Anne Taylor
	Independent Director Director since 2020 Age 65 Committees: Compensation and Human Resources (Chair) ESG			Anne Taylor has been a director of Whiting Petroleum Corporation since September 2020. Ms. Taylor is the President and sole owner of AT Strategies LLC, a consulting firm providing executive coaching services. Ms. Taylor retired in 2018 from Deloitte, which she joined in 1987. She was Vice Chairman and Managing Partner of the Houston office at Deloitte from 2013 to 2018, and held other top executive positions with Deloitte including U.S. Chief Strategy Officer and Global Leader for e-business. Ms. Taylor received Bachelor of Science and Master of Science degrees in Engineering from the University of Utah. She also attended Princeton University for doctorate studies in civil engineering, where she focused on transportation and mobility. Other Public Company Boards: Group 1 Automotive, Inc. (since 2018) Southwestern Energy Company (since 2018) Experience and Qualifications: Ms. Taylor has extensive background in business strategy development and execution, management and leadership, talent development and corporate governance, as well as energy industry and public company knowledge.

The Board recommends the foregoing seven nominees for election as directors for terms expiring at the 2022 Annual Meeting and urges each stockholder to vote FOR such nominees.

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Governance Information

Corporate Governance Documents

The Board has adopted, regularly reviews and, if appropriate, revises our Corporate Governance Guidelines and written charters for our Audit Committee, Compensation and Human Resources Committee, ESG Committee and Nominating and Governance Committee. The Board has also adopted the Whiting Petroleum Corporation Code of Business Conduct and Ethics that applies to our directors and employees. Each of our directors and employees annually confirms in writing that he or she has reviewed and will fully comply with the Code of Business Conduct and Ethics.

Copies of each of these documents are available on our website at www.whiting.com. We are not including the information contained on our website as part of, or incorporating it by reference into, this proxy statement.

Independence of Directors

Of the seven directors currently serving on the Board, the Board, upon the recommendation of the Nominating and Governance Committee, has determined that each of Mses. Carrig, Cunningham and Taylor and Messrs. Korus, McCarthy and Rice has no material relationship with us and is independent under New York Stock Exchange (“NYSE”) listing standards. The Board has established categorical standards within our Corporate Governance Guidelines to assist in making determinations of director independence. In making its determination of independence, the Board found that each of Mses. Carrig, Cunningham and Taylor and Messrs. Korus, McCarthy and Rice met these standards.

Transactions with Related Persons

We had no transactions during 2020, and none are currently proposed, in which we were a participant and in which any related person had a direct or indirect material interest. Our Board has adopted written policies and procedures regarding related person transactions. For purposes of these policies and procedures:

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a “related person” means any of our directors, executive officers or nominees for director or any of their immediate family members; and

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a “related person transaction” generally is a transaction (including any indebtedness or a guarantee of indebtedness) in which we were or are to be a participant and the amount involved exceeds $120,000, and in which a related person had or will have a direct or indirect material interest.

Each of our executive officers, directors or nominees for director is required to disclose to the Nominating and Governance Committee certain information relating to related person transactions for review, approval or ratification by the Nominating and Governance Committee. Disclosure to the Nominating and Governance Committee should occur before, if possible, or as soon as practicable after the related person transaction is effected, but in any event as soon as practicable after the executive officer, director or nominee for director becomes aware of the related person transaction. The Nominating and Governance Committee’s decision whether or not to approve or ratify a related person transaction is to be made in light of the Nominating and Governance Committee’s determination that consummation of the transaction is not or was not contrary to our best interests. Any related person transaction must be disclosed to the full Board.

Meetings and Attendance

The Board held 23 meetings in 2020, which consisted of 5 meetings held by the post-Reorganization Board on or after September 1, 2020 and 18 meetings held by the pre-Reorganization Board prior to September 1, 2020. No director attended less than 85% of the total number of Board and committee meetings during the period on which they served on the Board or such committees. Directors are expected to attend our annual meeting of stockholders each year. We did not hold an annual meeting of stockholders during 2020 due to the Reorganization.

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Selection of Director Candidates

In identifying and evaluating nominees for director, the Nominating and Governance Committee seeks to ensure that the Board possesses, in the aggregate, the strategic, managerial and financial skills and experience necessary to fulfill its duties and to achieve its objectives, and seeks to ensure that the Board is comprised of directors who have broad and diverse backgrounds, possessing knowledge in areas that are of importance to us. The Nominating and Governance Committee is guided by the Criteria for Director Nominees in our Corporate Governance Guidelines, which provide:

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The Nominating and Governance Committee will examine each director nominee on a case-by-case basis regardless of who recommended the nominee. The Nominating and Governance Committee will consider all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills or financial acumen, diversity and industry knowledge.

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The Nominating and Governance Committee believes that the following minimum qualifications are necessary for a director nominee to possess to be recommended by the Committee to the Board:

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Each director must display the highest personal and professional ethics, integrity and values.

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Each director must have the ability to exercise sound business judgment.

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Each director must be highly accomplished in his or her respective field, with superior credentials and recognition and broad experience at the administrative and/or policy-making level in business, government, education, technology or public interest.

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Each director must have relevant expertise and experience and be able to offer advice and guidance to the chief executive officer based on that expertise and experience.

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Each director must be independent of any particular constituency, be able to represent all of our stockholders and be committed to enhancing long-term stockholder value.

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Each director must have sufficient time available to devote to activities of the Board and to enhance his or her knowledge of our business.

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At least one director has the requisite experience and expertise to be designated as an “audit committee financial expert.”

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Directors should be selected so that the Board is a diverse body.

The Nominating and Governance Committee will consider persons recommended by stockholders to become nominees for election as directors in accordance with the foregoing and other criteria set forth in our Corporate Governance Guidelines and Nominating and Governance Committee Charter. Recommendations for consideration by the Nominating and Governance Committee should be sent to our Corporate Secretary in writing together with appropriate biographical information concerning each proposed nominee.

Our by-laws include a proxy access provision pursuant to which a stockholder, or group of up to 25 stockholders, owning continuously for at least three years shares of our stock representing an aggregate of at least 3% of our outstanding shares may nominate and include in our proxy materials director nominees constituting up to 25% of our Board. Alternatively, a stockholder may nominate director nominees under our by-laws that the stockholder does not intend to have included in our proxy materials. In either case, such stockholders must comply with the procedures set forth in our by-laws, including that the stockholders and nominees satisfy the requirements in our by-laws and our Corporate Secretary receives timely written notice, in proper form, of the intent to make a nomination at an annual meeting of stockholders. The detailed requirements for nominations are set forth in our by-laws, which were attached as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 1, 2020. Additional requirements regarding stockholder proposals and director nominations, including the dates by which notices must be received, are described below under the heading “Stockholder Proposals.”

Director Qualifications, Skills and Experience

As prescribed in our Corporate Governance Guidelines described above in “Selection of Director Candidates”, the Board recognizes that diversity and depth of experience, education, professional expertise,

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perspective, gender and age are important considerations in determining Board composition. A skill set chart follows that identifies this diversity of expertise, experience and characteristics that the Board believes contribute to an effective and well-functioning board. The lack of a bullet does not mean that the director does not possess that skill or experience. Rather, a bullet indicates that the item is a specific skill or experience that the director brings to the Board.

Board of Directors

Carrig

Cunningham

Korus

McCarthy

Peterson

Rice

Taylor

Skills & Experience:

CEO/Executive Leadership

•

Exploration & Production

•

Finance/Capital Allocation

•

Financial Reporting & Accounting

•

Audit Committee Financial Expert

•

Business Development/M&A

•

Human Resources & Compensation

•

Legal/Regulatory

•

ESG

•

Risk Management

•

Corporate Governance

•

Demographic Background:

Board Tenure (Years)

Age

Gender

[MISSING IMAGE: tm213104d1-pc_director4c.jpg]

6 of 7 Independent

Board Leadership Structure; Independent Chairman

Prior to the Reorganization, we historically had the positions of chairman of the board and chief executive officer held by the same individual. Since the Reorganization, we have separated the positions of chairman of the board and chief executive officer with a chairman that is an independent director under NYSE listing standards. Effective September 1, 2020 Kevin S. McCarthy, who is an independent director, became our chairman of the board.

We believe this leadership structure fosters effective governance and oversight of our company by, among other things, (i) providing the independent directors with control over the Board meeting and agenda, (ii) assuring that independent directors control discussions about strategic alternatives, (iii) enabling an

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effective assessment of the chief executive officer’s performance, and (iv) providing an effective means for the Board to express its views on management.

Our by-laws and Corporate Governance Guidelines provide that the Board shall annually choose a chairman of the board, who may not be our president or our chief executive officer. Our by-laws and Corporate Governance Guidelines also provide that the chairman of the board will have the following duties in addition to such other duties as the Board may establish from time to time:

•

Preside at all meetings of the stockholders and of the Board;

•

Primary responsibility to schedule Board meetings (including meetings of the independent directors) and call special meetings when necessary; and

•

Lead the conduct of Board meetings and, together with the chief executive officer, set or propose the agenda and information sent to the Board.

Role of the Board in Risk Oversight

One of the responsibilities of our Board is to review and evaluate the processes in place to assess the major organizational risks facing our company and periodically review management’s assessment of the major organizational risks as well as options for their mitigation. Our Board leadership structure and our practice of a high degree of interaction between our directors and members of senior management facilitates this oversight function. The information flow and communication between our Board and senior management regarding long-term strategic planning and short-term operational reporting includes matters of material risk inherent in our business of exploration for and production of oil and gas. Our Nominating and Governance Committee facilitates coordination among the Board committees with respect to oversight of our risk management, including coordinating an annual risk assessment of our major risk exposures and policies and the steps taken to ensure appropriate processes are in place to identify, manage and control risks. Our Audit Committee, among other duties, oversees significant financial risk exposures and the steps management has taken to monitor, control and report such exposures and oversees compliance with legal and regulatory requirements. The Audit Committee also discusses and reviews with management our information systems and cybersecurity risks. Our Compensation and Human Resources Committee reviews risks related to our compensation programs and works to structure such programs in a manner to deter excessive risk taking. Our ESG Committee oversees risks relating to environmental, health and safety, sustainability, corporate social responsibility and other public policy matters.

Communication with Directors; Stockholder Engagement

Stockholders and other interested parties may communicate with the full Board, independent directors as a group or individual directors by submitting such communications in writing to our Corporate Secretary at Whiting Petroleum Corporation, c/o the Board of Directors (or, at the stockholder’s option, c/o a specific director or directors), 1700 Lincoln Street, Suite 4700, Denver, Colorado 80203. Such communications will be delivered directly to the specified recipient(s), except that the Corporate Secretary will not so deliver business solicitations or advertisements, junk mail, mass mailers, resumes and other forms of job inquiries, surveys, or communications that are unduly hostile, threatening, illegal or similarly unsuitable, provided that any communication that is not so delivered will be made available to any director upon request.

Individual directors may, from time to time, meet or otherwise communicate with stockholders, but it is expected that directors would do this with the knowledge of the chief executive officer, the chairman of the board and, in most instances, at the request of management.

Board Committee Information

The Board has standing Audit, Compensation and Human Resources, ESG, and Nominating and Governance Committees. The Board has adopted a formal written charter for each of these committees that is available on our website at www.whiting.com.

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The table below provides the current composition of each standing committee of our Board:

Name

Audit

Compensation
and Human
Resources

ESG

Nominating and
Governance

Janet L. Carrig

•

Chair

Susan M. Cunningham

•

Chair

Paul J. Korus

Chair

•

Kevin S. McCarthy

•

Lynn A. Peterson

•

Daniel J. Rice IV

•

Anne Taylor

Chair

•

Number of meetings in 2020*

Consists of (i) one Audit Committee meeting, five Compensation and Human Resources Committee meetings, one ESG Committee meeting and one Nominating and Governance Committee meeting held by the post-Reorganization Board committees on or after September 1, 2020 and (ii) three Audit Committee meetings, six Compensation Committee meetings, one Sustainability Committee meeting and one Nominating and Governance Committee meeting held by the pre-Reorganization Board committees prior to September 1, 2020.

Audit Committee

The Audit Committee assists the Board in oversight of the integrity of our financial statements, the independent registered public accounting firm’s qualifications, independence and performance, the performance of our internal audit function and our compliance with legal and regulatory requirements. The Audit Committee is directly responsible for the appointment, retention, compensation, evaluation and termination of our independent registered public accounting firm and has the sole authority to approve all audit and permitted non-audit engagement fees and terms. The Audit Committee is presently comprised of Messrs. Korus (Chairperson) and Rice and Ms. Cunningham, each of whom is an independent director under NYSE listing standards and SEC rules applicable to audit committee members. The Board has determined that Messrs. Korus and Rice each qualifies as an “audit committee financial expert” as defined by SEC rules.

Compensation and Human Resources Committee

The Compensation and Human Resources Committee assists the Board in discharging its responsibilities with respect to our compensation programs and compensation of our executive officers. The Compensation and Human Resources Committee has overall responsibility for recommending and evaluating the compensation of our executive officers, including our chief executive officer, and our executive officer compensation plans, policies and programs. The Compensation and Human Resources Committee is also responsible for overseeing matters relating to our human resources and human capital management. The Compensation and Human Resources Committee is presently comprised of Ms. Taylor (Chairperson) and Messrs. McCarthy and Rice, each of whom is an independent director under NYSE listing standards and a non-employee director for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Additional information regarding the Compensation and Human Resources Committee and our processes and procedures for executive compensation, including, among other matters, our use of compensation consultants and the role of our executive officers in determining compensation, is provided below under “Executive Compensation”.

ESG Committee

The ESG Committee assists the Board in fulfilling its oversight responsibilities relating to environmental, health and safety, sustainability, corporate social responsibility and other public policy (collectively, “ESG”) matters. Such matters may include but are not limited to environmental and safety policy, reputational risk, ESG governance risk, legislative and regulatory developments, social responsibility issues, philanthropy,

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political activity and the preparation of sustainability reports. The members of the ESG Committee are Mses. Cunningham (Chairperson), Carrig and Taylor, each of whom is an independent director under NYSE listing standards, and Mr. Peterson.

Nominating and Governance Committee

The Nominating and Governance Committee assists the Board in fulfilling its responsibilities by identifying individuals qualified to become directors and recommending to the Board nominees for all directorships, making recommendations to the Board with respect to Board committees, developing and recommending to the Board a set of corporate governance guidelines, otherwise taking a leadership role in shaping our corporate governance, and advising the Board with respect to compensation of our directors. The Nominating and Governance Committee is also charged with administering our policies and procedures regarding any transactions with related persons. The Nominating and Governance Committee is presently comprised of Ms. Carrig (Chairperson) and Messrs. Korus and McCarthy, each of whom is an independent director under NYSE listing standards.

Director Compensation

We have designed our compensation program for our non-employee directors to attract and retain qualified and experienced candidates to serve on the Board. In setting this compensation, we consider the significant amount of time and energy expended and the skill-level required by our directors in fulfilling their duties. Directors who are our employees receive no compensation for service as members of either the Board or Board committees.

Pre-Reorganization Compensation

As previously disclosed, effective January 1, 2020, our Board reduced the annual value of the equity-based award granted to each director from $180,000 to $175,000. This change was approved to align the director cash retainer and equity participation in proximity to the market 50th percentile. Following this change, the amount of compensation paid to our non-employee directors for 2020 prior to the Reorganization was based on the following schedule:

							Committee Service
	Board Service			Lead Director			Audit			Compensation			Nominating and Governance			Sustainability
Annual Cash Retainer		$	75,000		$	20,000
Equity-Based Retainer*		$	175,000		$	15,000
Committee Chair Annual Retainer								$	25,000		$	15,000		$	15,000		$	15,000
Committee Chair Equity-Based Retainer*								$	25,000		$	15,000		$	15,000		$	15,000
Committee Member Annual Retainer								$	10,000		$	5,000		$	5,000		$	5,000
Meeting Fee		$	1,500					$	1,500		$	1,500		$	1,500		$	1,500

In years prior to 2020, the equity-based retainers were granted in the form of restricted stock that was subject to a one-year vesting requirement. In March 2020, in anticipation of the Reorganization, our Board approved the conversion of the equity-based retainers to a cash retainer to be paid in quarterly installments.

Compensation Actions in Connection with Reorganization

In March 2020, in anticipation of the Reorganization, our Board approved the conversion of the annual equity-based retainer and the equity-based committee chair retainers to cash retainers to be paid in quarterly installments. One-fourth of the cash retainers and one-half of the converted equity-based retainer were paid in the first quarter, and one-fourth of the cash retainers was paid in installments at the beginning of each subsequent quarter prior to completion of the Reorganization. In connection with the conversion of the

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equity-based retainers to cash for 2020, our non-employee directors waived one-half of their outstanding unvested restricted stock awards from 2019 that were scheduled to vest on June 1, 2020. We continued to pay meeting fees of $1,500 per meeting of our Board or any committee thereof for meetings over 30 minutes in duration.

Post-Reorganization Compensation

Following our emergence from bankruptcy and the completion of the Reorganization, our Board approved changes to director compensation that reduced the combined annual cash and equity-based retainer by $5,000, eliminated the committee chair equity-based retainer, reduced committee chair cash retainers (other than Audit) by $5,000 and eliminated Board and committee meeting fees. Following these changes, the amount of compensation paid to our non-employee directors for 2020 after the Reorganization was based on the following schedule:

							Committee Service
	Board Service			Chairman			Audit			Compensation and Human Resources			Nominating and Governance			ESG
Annual Cash Retainer*		$	80,000		$	100,000
Equity-Based Retainer		$	165,000
Committee Chair Annual Retainer*								$	25,000		$	10,000		$	10,000		$	10,000
Committee Member Annual Retainer*								$	10,000		$	5,000		$	5,000		$	5,000

Payable in quarterly installments in arrears.

Each of our non-employee directors then serving was granted a pro rata annual equity retainer consisting of 6,114 time-vesting restricted stock units that vest on May 31, 2021.

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Director Compensation

The following table reports compensation earned by or paid to our non-employee directors during 2020:

Name(1)	Fees Earned or Paid in Cash ($)		Stock Awards ($)(2)		Total ($)
Post-Reorganization Directors(3):
Janet L. Carrig		31,667		123,747		155,414
Susan M. Cunningham		33,333		123,747		157,080
Paul J. Korus		36,667		123,747		160,414
Kevin S. McCarthy		63,333		123,747		187,080
Daniel J. Rice IV		31,667		123,747		155,414
Anne Taylor		31,667		123,747		155,414
Pre-Reorganization Directors(3):
Thomas L. Aller		245,250		—		245,250
Lyne B. Andrich		223,500		—		223,500
James E. Catlin		254,250		—		254,250
Philip E. Doty		258,750		—		258,750
William N. Hahne		72,750		—		72,750
Michael G. Hutchinson		222,000		—		222,000
Carin S. Knickel		245,250		—		245,250
Michael B. Walen		240,750		—		240,750

(1)

Neither Mr. Peterson, our chief executive officer, nor Mr. Holly, our former chief executive officer, is included in this table because they are (or were, in the case of Mr. Holly) our employees and received no separate compensation for their service as directors. The compensation received by Messrs. Peterson and Holly as employees is shown below under “Executive Compensation — Executive Compensation Tables — 2020 Summary Compensation Table.”

(2)

Reflects the full grant date fair value of restricted stock units granted in 2020 calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Assumptions used in the calculation of these amounts are included in note 13 to our audited financial statements for the fiscal year ended December 31, 2020 included in our Annual Report on Form 10-K filed with the SEC on February 25, 2021. Each of Mses. Carrig, Cunningham and Taylor and Messrs. Korus, McCarthy and Rice had outstanding 6,114 unvested restricted stock units that vest on May 31, 2021.

(3)

All of the post-Reorganization directors were appointed to our Board on September 1, 2020. All of the pre-Reorganization directors resigned on September 1, 2020, except for Mr. Hahne, who resigned on March 31, 2020.

Stock Ownership Guidelines

Our Board has adopted stock ownership guidelines to further align the interests of our directors with the interests of our stockholders and to promote our commitment to sound corporate governance. Non-employee directors are required to hold shares of our common stock with a value equal to four times the amount of the annual cash retainer paid for service on the Board (excluding additional retainers associated with committee, committee chair or chairman of the Board service, if any). Non-employee directors are required to achieve the applicable level of ownership within five years of the date the person first became a non-employee director. Shares that count towards satisfaction of the guidelines include: (i) shares owned outright by the director, (ii) shares held in trust for the benefit of the director and (iii) unvested equity awards that have time-based vesting (including restricted stock units and shares of restricted stock). Unexercised stock options and/or unvested equity awards with performance-based vesting (including restricted stock units, performance share units and performance shares) do not count towards satisfaction of the guidelines. We have not granted

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any stock options to our non-employee directors. The value of a share will be measured on January 1 of each year as the average month end closing price for the 12 months preceding the date of calculation. Non-employee directors are required to hold 100% of the shares vested or acquired under equity awards granted by us until the ownership guidelines are satisfied. As of December 31, 2020, all of the non-employee directors had additional time remaining in the five-year phase-in period to acquire a sufficient number of shares of our common stock to satisfy the guidelines.

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COMMON STOCK OWNERSHIP

Directors and Executive Officers

The following table sets forth information regarding the beneficial ownership of our common stock as of March 16, 2021 by: (i) each director and nominee, (ii) each of the named executive officers in the Summary Compensation Table set forth below, and (iii) all of the directors, nominees and executive officers as a group. Each of the holders listed below has sole voting and investment power over the shares beneficially owned. None of the holders listed below have pledged as security any of the shares beneficially owned.

Name of Beneficial Owner

Shares of
Common Stock
Beneficially Owned

Percent of
Common Stock
Beneficially
Owned

Named Executive Officers (Current Executive Officers)(1)

Lynn A. Peterson

—(2)

James P. Henderson

—(2)

Charles J. Rimer

4,149(3)

Non-Employee Directors(4)(5)

Janet L. Carrig

—

Susan M. Cunningham

—

Paul J. Korus

4,500

Kevin S. McCarthy

12,500

Daniel J. Rice IV

—

Anne Taylor

—

Named Executive Officers (Former Executive Officers)

Bradley J. Holly

7,256

Correne S. Loeffler

2,276

Bruce R. DeBoer

11,369

All directors, nominees and executive officers as a group (14 persons)

45,385(3)

Denotes less than 1%.

(1)

See “Executive Compensation — Executive Compensation Tables — Outstanding Equity Awards at 2020 Year-End” for information regarding restricted stock units held by named executive officers that are not included in the above table.

(2)

Mr. Peterson’s and Mr. Henderson’s employment with the company commenced on September 1, 2020.

(3)

Amounts include warrants to acquire shares of our common stock that were exercisable within 60 days after March 16, 2021: Mr. Rimer — 3,546; Mr. Holly — 6,202; Ms. Loeffler — 2,009; Mr. DeBoer — 10,422; and all directors, nominees and executive officers as a group — 25,029.

(4)

All of the non-employee directors were appointed to our Board on September 1, 2020.

(5)

Each of our non-employee directors holds 6,114 restricted stock units that vest on May 31, 2021 that are not included in the above table.

Certain Beneficial Owners

The following table lists the beneficial ownership of each person holding more than 5% of our outstanding common stock as of December 31, 2020 (based on a review of filings made with the SEC on Schedules 13D and 13G).

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Name and Address of
Beneficial Owner

Amount and
Nature of
Beneficial
Ownership

Percent
of Class

Wellington Management Group LLP(1)

3,532,204

9.3%

280 Congress Street

Boston, MA 02210

Loomis, Sayles & Co., L.P.(2)

3,378,621

8.9%

One Financial Center

Boston, MA 02111

FMR LLC(3)

2,997,969

7.9%

245 Summer Street

Boston, MA 02210

JPMorgan Chase & Co.(4)

2,500,881

6.5%

383 Madison Avenue

New York, NY 10179

SIR Capital Management, L.P.(5)

1,983,017

5.2%

640 Eight Avenue, 34th Floor

New York, NY 10036

(1)

Based on a Schedule 13G filed by Wellington Management Group LLP with the SEC on February 4, 2021 reporting the following: sole voting power of 0 shares, shared voting power of 3,489,900 shares, sole dispositive power of 0 shares and shared dispositive power of 3,532,204 shares.

(2)

Based on a Schedule 13G filed by Loomis, Sayles & Co., L.P. with the SEC on February 12, 2021 reporting the following: sole voting power of 3,164,136 shares, shared voting power of 23,869 shares, sole dispositive power of 3,378,621 shares and shared dispositive power of 0 shares.

(4)

Based on a Schedule 13G filed by FMR LLC with the SEC on February 8, 2021 reporting the following: sole voting power of 258,000 shares, shared voting power of 0 shares, sole dispositive power of 2,997,969 shares and shared dispositive power of 0 shares.

(4)

Based on a Schedule 13G filed by JPMorgan Chase & Co. with the SEC on January 19, 2021 reporting the following: sole voting power of 2,179,038 shares, shared voting power of 19,771 shares, sole dispositive power of 2,481,110 shares and shared dispositive power of 19,771 shares.

(5)

Based on a Schedule 13G/A filed by SIR Capital Management, L.P. with the SEC on February 10, 2021 reporting the following: sole voting power of 0 shares, shared voting power of 1,983,017 shares, sole dispositive power of 0 shares and shared dispositive power of 1,983,017 shares.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers to file reports concerning their ownership of our equity securities with the SEC and us. Based solely upon information provided to us by individual directors and executive officers, we believe that, during the fiscal year ended December 31, 2020, all of our directors and executive officers timely complied with the Section 16(a) filing requirements, except that one Form 4 reporting a forfeiture of unvested restricted stock was inadvertently filed late on behalf of each of Messrs. Aller, Catlin, Doty, Hahne, Hutchinson and Walen and Mses. Andrich and Knickel.

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EXECUTIVE COMPENSATION

Introduction

The following disclosure addresses the compensation we paid to our named executive officers for 2020. Our named executive officers for 2020 were the following:

	Lynn A. Peterson(1)			President and Chief Executive Officer
	James P. Henderson(1)			Executive Vice President Finance and Chief Financial Officer
	Charles J. Rimer			Executive Vice President Operations and Chief Operating Officer
	Bradley J. Holly(2)			Former President and Chief Executive Officer
	Correne S. Loeffler(2)			Former Chief Financial Officer
	Bruce R. DeBoer(3)			Former Chief Administrative Officer, General Counsel and Secretary

(1)

Mr. Peterson’s and Mr. Henderson’s employment with the company commenced on September 1, 2020.

(2)

Mr. Holly’s and Ms. Loeffler’s employment with the company terminated on September 1, 2020.

(3)

Mr. DeBoer’s employment with the company terminated on October 30, 2020.

We are a “smaller reporting company” as defined under SEC rules and as a result we are not required to include in this proxy statement a Compensation Discussion and Analysis section. However, we are voluntarily providing certain of the information that would typically be contained in a Compensation Discussion and Analysis section in an effort to provide our stockholders with additional information regarding our executive compensation policies, practices and plans and actions our Compensation and Human Resources Committee has taken with respect thereto, particularly after our emergence from bankruptcy on September 1, 2020. Upon our emergence from bankruptcy, we had appointed an entirely new board of directors, including the independent directors who now serve on our Compensation and Human Resources Committee.

During 2020, our executive leadership and compensation practices and policies were significantly affected by the COVID-19 pandemic, disruptions in our industry and our resulting bankruptcy reorganization, which we refer to as the “Reorganization.” As referenced above we filed for bankruptcy on April 1, 2020 and emerged on September 1, 2020. We describe the effects of these events, and our compensation arrangements before and after the Reorganization in fiscal 2020, in the narrative disclosure following the executive compensation tables below. In addition, we are providing significant additional disclosure below regarding our executive compensation program for fiscal 2021, as it is representative of the compensation philosophy, policies and practices of the post-Reorganization Compensation and Human Resources Committee.

Prior to the Reorganization, the compensation of our executive officers was determined by our independent Compensation Committee consisting of three of our then-serving non-employee directors, Thomas L. Aller (Chair), James E. Catlin and Carin S. Knickel. Subsequent to the Reorganization, compensation for our named executive officers was determined by our independent Compensation and Human Resources Committee consisting of three of our non-employee directors, Anne Taylor (Chair), Kevin S. McCarthy and Daniel J. Rice IV.

In the following discussion, we refer to the pre-Reorganization Compensation Committee as the “Pre-Reorganization Committee” and the post-Reorganization Compensation and Human Resources Committee as the “Post-Reorganization Committee” or the “Committee.”

Our Executive Compensation Programs in 2021

Following is an executive summary of our 2021 executive compensation program:

Compensation Philosophy

•

Our executive compensation program is designed to pay for performance and link incentives to shareholder returns, cash generation, and adherence to company values. It encourages our executive

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officers to think and act like owners, because they are owners and are compensated in significant part based on our absolute stock price performance.

Pay Elements

•

Our executive compensation program is comprised of three primary elements: (i) base salaries, (ii) annual short-term incentives, and (iii) long-term incentives that include both time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) that are subject to a three-year performance period.

•

Financial metrics used for the short-term incentive program are linked to our strategic business plans and our core values. Any portion of the short-term incentive for Messrs. Peterson, Henderson, and Rimer that is paid above target is required to be settled in shares of our common stock.

•

There are two types of PSUs, one based on our relative total stockholder return (“TSR”) as compared to our peer companies and one based on our absolute TSR.

•

In 2021, 88% of our CEO’s target compensation will be made up of either annual cash incentives or long-term incentives and on average 81% of the other named executive officers’ compensation will be made up of either annual cash incentives or long-term incentives.

Setting Compensation

•

Executive compensation decisions are recommended by our independent Compensation and Human Resources Committee and approved by our Board.

•

When making compensation recommendations, the Compensation and Human Resources Committee receives input from its independent compensation consultant (currently Meridian Compensation Partners, LLC) and our CEO. Our Compensation and Human Resources Committee also reviews the compensation paid by a peer group of companies that reflects the nature of our operations and competition for executive talent.

•

Pay is generally targeted between the 25th percentile and median of our peers.

Key 2021 Compensation Actions

•

Base salaries are unchanged from 2020.

•

We adopted short-term incentive metrics that are focused on returns and long-term cash generation, as well as adherence to company core values.

•

Our short-term incentive program now requires mandatory stock settlement for Messrs. Peterson, Henderson and Rimer of any portion of the short-term incentive paid above-target.

•

We granted long-term incentives that are heavily weighted toward performance-based awards (70% for Mr. Peterson, 60% for Mr. Henderson and Mr. Rimer).

•

We use absolute TSR as the sole performance metric for one-half of our performance-based long-term incentives.

•

We eliminated cash severance for Messrs. Peterson, Henderson and Rimer except in the event of a change in control.

•

In the event of a change in control, we amended Mr. Peterson’s employment agreement to provide for payment of one third of his severance in stock with a mandatory post-termination holding period.

Governance Standards and Compensation Best Practices Currently in Effect

•

Below is a summary of compensation practices we have adopted and a list of problematic pay practices that we avoid.

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What We Do			What We Don’t Do
• Market based salary – Base salary is generally targeted to be below the median (50th percentile) and above the 25th percentile of our peer group. • Stock payment for short-term incentives above target – Metrics focused on returns and long-term cash generation with mandatory stock settlement for Messrs. Peterson, Henderson and Rimer of any portion of the short-term incentive paid above-target. • Pay for performance long-term incentives – Long-term incentives heavily weighted toward performance-based awards (70% for our CEO, 60% for our CFO and COO) with absolute TSR as the sole performance metric for a significant portion. • Claw back policy – Executives’ cash and equity incentive compensation is subject to recoupment in the event of certain financial restatements. • Stock ownership guidelines – Stock ownership guidelines require our officers and directors to own stock or have equity compensation awards valued at a multiple of base salary ranging from 2 to 6 times salary, dependent upon responsibility in the company. • Independent Compensation Consultant – The Post-Reorganization Committee has retained Meridian Compensation Partners LLC as its independent compensation consultant to advise the Committee in its oversight role with respect to our compensation programs and to assess the competitiveness of our overall executive compensation programs. • Double Trigger – A “double trigger” is required to qualify for cash severance payments in executive severance agreements.			• No severance without change in control – We don’t have any agreements with our CEO, CFO or COO that provide for cash severance unless a change in control has occurred. • No excise tax gross ups – We don’t have any agreements with our executive officers that provide for a gross-up of taxes. • No post termination benefits – We don’t provide pension arrangements, post-termination health coverage or deferred compensation plans for our executive officers. • No payment of dividend equivalents on unvested long-term incentives – Holders of restricted stock units and performance share units do not receive dividends, if any, until the underlying shares are earned and delivered to them. • No pledging or hedging of stock – We have a policy that prohibits our executive officers and directors from pledging or hedging shares of our stock.

Compensation Philosophy

The principal tenets of the Post-Reorganization Committee’s executive compensation philosophy are as follows:

Our Pay Should be Strongly Linked to Shareholder Outcomes

We are committed to aligning our management team with our shareholders by linking executive pay to shareholder outcomes. We do this in ways both typical and innovative. As with many of our peers, the overwhelming portion of our executive compensation is share based, and like many of our peers, we have robust stock ownership guidelines that require our executive team to acquire and hold substantial amounts of our stock. Each of those features alone makes our executives think and act like owners, because that’s what they are. For us, that is just a start. We have designed our long-term incentive program such that one-half of our performance-vested equity for our management team is earned based on absolute TSR, thereby linking vesting itself to the experience of our stockholders over the performance period. We also require that any portion of our short-term incentive that is paid above-target be settled in stock, thereby further investing our executive team in the performance of our stock. We also consider stock price performance as part of the

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“strategic goals” metric in our short-term incentive program, a feature that is relatively rare amongst our peers and which further acknowledges the importance of stock price in our compensation programs and in our evaluation of our executive team’s performance. Finally, unlike all or substantially all of our peers, in the event of a change in control, one-third of our CEO’s severance is payable in stock with a mandatory holding period, thereby linking our CEO’s severance pay to a change in control transaction that is ultimately accretive to our stockholders.

We Pay for Performance

Our executive officers are tasked with running our business profitably and delivering returns to our stockholders. We believe that their compensation levels should reflect their success in doing so. Accordingly, a substantial portion of our executive team’s fiscal 2021 compensation is comprised of short-term and long-term incentives which are variable and are earned contingent on achievement of performance or stock price return metrics (on an absolute or relative basis). For 2021, 88% of Mr. Peterson’s target compensation is variable and consists of short-term and long-term incentives, and 81% of Mr. Henderson and Mr. Rimer’s target compensation is variable and consists of short-term and long-term incentives, as set forth in the following charts:

[MISSING IMAGE: tm213104d1-pc_wepay4c.jpg]

Pay Should be Market Competitive, but Fair

We need talented individuals capable of executing on our business strategy to be running our business. To attract and retain such individuals, our pay structures must be competitive with the market in which we compete for executive talent. We therefore rely upon and use both an independent compensation consultant and industry data to help guide us in making compensation determinations. In developing the 2021 executive compensation program and setting 2021 executive pay levels, the Post-Reorganization Committee relied on market compensation data provided by Meridian Compensation Partners LLC, the Committee’s independent compensation consultant (“Meridian”). The Meridian data was accumulated from an industry peer group of oil and gas exploration companies with similar enterprise values, market capitalizations, assets, and revenues, as set forth below.

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•

Callon Petroleum Company

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Centennial Resource Development, Inc.

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Cimarex Energy Co.

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CNX Resources Corporation

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Comstock Resources, Inc.

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Laredo Petroleum, Inc.

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Magnolia Oil & Gas Corporation

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Matador Resources Company

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PDC Energy, Inc.

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QEP Resources, Inc.

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Range Resources Corporation

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Southwestern Energy Company

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SM Energy Company

The Committee believes that compensation levels should be within the range established by our peers, but at levels which are fair to our stockholders given the Reorganization in 2020. Following review of the compensation data provided by Meridian, the Committee therefore 1) reset total compensation downward relative to the prior year for all executive positions such that it falls below the median of the peer group, and 2) reset the base salary portion of total compensation downward relative to the prior year for all executive positions such that it falls below the median of the peer group.

Our Compensation Programs Should be Linked to our Core Values

We believe that linking our executives’ compensation to our core values is integral to reinforcing those values and to influencing our executive team and entire workforce to act consistently with those values. We have therefore adopted metrics in our short-term incentive plan that link our executives’ pay to preserving our environment, protecting people and communities, and leading, serving and inspiring others through human capital management.

Elements of Compensation

As described above, our executive compensation program has three components: base salary, short-term incentive awards, and long-term equity compensation as set forth in the chart below. In addition to the cash and equity components of compensation, our executives also participate in our health and retirement benefits programs generally available to all employees.

Compensation Component	Description	Purpose	Key Characteristic
Base Salary	Fixed cash compensation based on the executive officer’s role and employment agreement, if any.	• Provide financial certainty and stability. • Attract and retain executive talent. • Recognize experience, length of service, competitive market conditions and individual performance.	Fixed
Short-Term Incentive	Annual compensation that is earned based on achievement of performance metrics established by the Committee.	• Motivate executive officers to achieve key annual goals related to our performance and to adhere to our core values. • Reward executive officers for our overall performance measured on an annual basis.	Variable/At-Risk

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	Compensation Component			Description			Purpose			Key Characteristic
	Long-Term Incentive Awards			Time-vested restricted stock units, and performance stock units that are earned based on absolute TSR or relative TSR. Awards are expected to be made annually, in amounts determined at the discretion of the Committee.			• Provide an incentive for executive officers to achieve long-term sustainable success for our company and to promote shareholder value. • Attract, motivate, reward and retain executive talent. • Directly tie vesting and entitlement to long-term incentive value to the experience of our stockholders using performance stock units that vest based on our absolute TSR. • Link a significant portion of executive pay to performance by granting the majority of long-term compensation in the form of performance-based awards.			Variable/At-Risk

Base Salary

Base salaries for our named executive officers in 2021 remained at 2020 levels:

	2020 Base Salary			2021 Base Salary			Percent Change
Mr. Peterson		$	650,000		$	650,000		0%
Mr. Henderson		$	425,000		$	425,000		0%
Mr. Rimer		$	440,000		$	440,000		0%

Short-Term Incentive

Our fiscal 2021 short-term incentive program is designed to incentivize our executive officers to achieve certain pre-established performance metrics. Award targets are set as a percentage of each named executive officer’s base salary, with threshold through maximum opportunities available depending upon performance against the metrics. Any portion of the short-term incentive for Messrs. Peterson, Henderson and Rimer that is earned above-target is settled in shares of our common stock.

Following are the 2021 short-term incentive opportunities for Messrs. Peterson, Henderson and Rimer, expressed as a percentage of base salary:

	Threshold		Target		Maximum
Mr. Peterson		50%		100%		200%
Mr. Henderson		50%		85%		150%
Mr. Rimer		50%		85%		150%

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The performance metrics for our 2021 short-term incentive plan, along with the weighting and reasons for using each metric, are as follows:

Performance Metrics	Metric Weight %	Description of Metric	Why Metric Was Chosen
Sustainability	15%	A combination of Total Recordable Incident Rate and Raw Gas Capture	Preserving our environment and protecting people, properties and communities are foundational Whiting values and our executives’ compensation should be linked to upholding those values.
Production	15%	Production measured in Barrels of Oil Equivalent per Day (BOEPD)	Our revenue is dependent on our ability to produce oil and gas.
Free Cash Flow	15%	Free cash flow (generally, EBITDAX minus interest minus capital expenditures) measured in $MM	We are focused on returns, rather than just growth. Substantial positive free cash flow is indicative of positive returns on our inventory and an appropriately sized capital expenditure program. Substantial positive free cash flow also allows us to keep debt levels low and to pursue opportunities when they arise.
Operating Efficiency	15%	A combination of General and Administrative Expense (G&A) and Lease Operating Expense (LOE) in $MM	The ability to run our business profitably and deliver returns and value to our stockholders is dependent on us controlling both general expenses and our costs of production.
Strategic Goals	40%	The Committee’s assessment of: (i) balance sheet management (maintaining debt metrics within pre-established multiples of EBITDA), (ii) inventory management (maintaining a pre-established number of years of inventory based on a target IRR at strip pricing, and assuming a certain number of wells per year), (iii) human capital management (engagement, internal equity, talent management, diversity and inclusion), and (iv) absolute TSR	Maintaining a strong balance sheet and the appropriate amount of inventory is critical for us to run our business profitably. Leading, serving, and inspiring others is one of our fundamental values, and part of that involves our executive team attracting and retaining the best people to run our business and motivating those individuals to produce results day in and day out. We should be making money for our stockholders, and we therefore believe the experience of our stockholders during the fiscal year is relevant to the short-term incentives of our executives.

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Long-Term Incentive

Awards pursuant to our long-term incentive program were made in a combination of restricted stock units (“RSUs”) and performance stock units (“PSUs”). One-half of the PSUs vest on absolute TSR and one-half of the PSUs vest based on relative TSR. Seventy percent (70%) of Mr. Peterson’s long-term incentive consists of PSUs, and PSUs constitute sixty percent (60%) of the long-term incentive for Mr. Henderson and Mr. Rimer, as reflected on the following charts.

[MISSING IMAGE: tm213104d1-pc_ceo4c.jpg]

RSUs vest in three equal annual tranches over an approximately three-year period. The PSUs will vest at the end of a three-year performance period from 0% to 200% of target based on our absolute and relative TSR over the period, as follows.

Relative TSR		Absolute TSR
Peer Group Rank	Payout Factor	Annualized TSR	Payout Factor
≥ 90th percentile	200%	≥ 20%	200.0%
60th percentile	100%	0%	75.0%
30th percentile	50%	< -20%	0%
< 30th percentile	0%

For both absolute and relative TSR PSUs, achievement between any of the enumerated levels will result in an interpolated payout.

The following 2021 long-term incentive awards were made to Messrs. Peterson, Henderson, and Rimer:

	RSUs		Absolute TSR PSUs (Target)		Relative TSR PSUs (Target)
Mr. Peterson		48,662		56,772		56,772
Mr. Henderson		24,331		18,248		18,248
Mr. Rimer		24,331		18,248		18,248

One-Time Awards

In addition to the long-term incentive grants described above, Messrs. Peterson, Henderson, and Rimer also each received a one-time grant of RSUs that cliff vests after five years, in the following amounts: Mr. Peterson — 52,716 RSUs, Mr. Henderson — 31,883 RSUs, and Mr. Rimer — 33,008 RSUs.

Employment Agreements

Each of Messrs. Peterson, Henderson and Rimer entered into an amended employment agreement. Among other things, the amended agreements (i) eliminate severance outside of a change in control context, (ii) shorten the period during which the executive has to provide notice of the existence of a condition constituting “Good Reason” under the agreement from 60 to 30 days, (iii) provide for cash severance upon a

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termination without cause or for good reason only in connection with a change in control, equal to two times annual salary and bonus, (iv) provide for post-termination welfare coverage in certain circumstances for up to 18 months (24 months for Mr. Peterson) and (v) entitle executives to a pro-rated bonus for the year of employment termination under certain circumstances. In addition, Mr. Peterson’s amended employment agreement provides for an additional severance amount payable in stock upon a termination without cause or for good reason in connection with a change in control, equal in value to his annual salary and bonus.

Stockholder Input on Executive Compensation

Our Board strongly believes in proactive engagement, communication and transparency with our stockholders on topics including executive compensation. Since the Reorganization, we have met with several firms representing 56% of the outstanding common stock of our company to discuss executive compensation and other topics. We also virtually hosted and engaged with our stockholders at three investor conferences.

Policy on Recoupment of Incentive-Based Compensation

To mitigate risks related to our compensation programs, we have adopted the Whiting Petroleum Corporation Executive Policy on Recoupment of Incentive-Based Compensation, which is also known as a “clawback policy.” The policy applies to all non-equity incentive compensation and equity awards, and has been communicated to “covered executives,” including our named executive officers. Under the policy, if we are required to prepare an accounting restatement relating to our publicly-reported consolidated financial statements due to our material noncompliance with financial reporting requirements under U.S. federal securities laws, then we will have the right, to the extent permitted by governing law, to take appropriate action to recoup all or part of any incentive award that we actually paid to a covered executive if the amount of money or number of shares paid to the executive was expressly based on the achievement of financial results that were subject to the restatement and the executive would have been paid a lower amount or number under the express terms of the incentive award based on the financial results after the restatement. The amount of non-equity incentive compensation to be recovered will be the excess of the amount actually paid to the covered executive, calculated on the basis of the financial results before the restatement, over the amount that would have been paid had the amount been calculated on the basis of the financial results giving effect to the restatement. The amount of any equity award to be recovered will be the excess of the number of shares of our common stock (or equivalent value) actually paid to the covered executive, calculated on the basis of the financial results before the restatement, over the number of shares (or equivalent value) that would have been paid had the number been calculated on the basis of the financial results giving effect to the restatement.

Stock Ownership Guidelines

Our Board has adopted stock ownership guidelines to further align the interests of our officers with the interests of our stockholders and to promote our commitment to sound corporate governance. Prior to our Board’s adoption of revised guidelines in December 2020, the guidelines applied only to our named executive officers, and required our chief executive officer to own shares of our common stock with a value equal to at least six times his base salary and our other named executive officers to own shares of our common stock with a value equal to at least two times their respective base salaries. In December 2020, our Board adopted revised guidelines. The revised guidelines apply to all Board-appointed officers with a title of vice president or higher, including our named executive officers. Each officer is required to own shares of our common stock with a value equal to a multiple of his or her base salary, as follows:

Officer Title	Multiple of Annual Base Salary
Chief Executive Officer		6x
Chief Financial Officer, Chief Operating Officer and General Counsel		3x
Other Vice Presidents		2x

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Officers subject to the guidelines are required to achieve the applicable level of ownership within five years of the date the person was appointed as an officer. Shares that count towards satisfaction of the guidelines include: (i) shares owned outright by the officer, (ii) shares held in trust for the benefit of the officer and (iii) unvested equity awards that have time-based vesting (including restricted stock units and shares of restricted stock). Unexercised stock options and/or unvested equity awards with performance-based vesting (including restricted stock units, performance share units and performance shares) do not count towards satisfaction of the guidelines. The value of a share will be measured on January 1 of each year as the average month end closing price for the 12 months preceding the date of calculation. Executive officers who are subject to our stock ownership guidelines are required to hold 100% of the shares vested or acquired under equity awards granted by us until the ownership guidelines are satisfied. As of December 31, 2020, the named executive officers then serving had additional time remaining in the five-year phase-in period to acquire a sufficient number of shares of our common stock to satisfy the guidelines.

Policy Prohibiting Pledging and Hedging Shares of Stock

As part of our Board-approved policy prohibiting insider trading, our officers, employees and directors are prohibited from engaging in any hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. In addition, officers and directors are prohibited from holding shares of our common stock (or any other company securities) in a margin account or otherwise pledging such stock or other securities as collateral for a loan.

Compensation and Human Resources Committee Report

The Compensation and Human Resources Committee has reviewed the above disclosure concerning executive compensation with management and, based on such review, has recommended to the Board that the disclosure under the heading “Executive Compensation” be included in this proxy statement and incorporated by reference into the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, for filing with the SEC.

Anne Taylor, Chairperson
Kevin S. McCarthy
Daniel J. Rice IV

Compensation Committee Interlocks and Insider Participation

At various times during 2020, Messrs. Aller and Catlin and Ms. Knickel served on the pre-Reorganization Compensation Committee of our Board and Ms. Taylor and Messrs. McCarthy and Rice served on the post-Reorganization Compensation and Human Resources Committee. None of such persons has served as an employee or officer of ours. None of our executive officers serve as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of our Board or compensation committee.

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Executive Compensation Tables

Summary Compensation Information

The following table sets forth information concerning the compensation earned in respect of the 2020 and 2019 fiscal years (or such fewer years as are required to be disclosed) by our chief executive officer, our two other most highly compensated executive officers who were serving on the last day of 2020, our former chief executive officer, our former chief financial officer and our former chief administrative officer. We refer to the persons named in the table in this proxy statement as the “named executive officers.”

2020 Summary Compensation Table

Name and Principal Position	Year		Salary ($)(1)		Bonus ($)		Stock Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)(4)		Total ($)
Lynn A. Peterson(5) President and Chief Executive Officer		2020		220,000		162,945		1,268,017		—		11,662		1,662,624
James P. Henderson(5) Executive Vice President Finance and Chief Financial Officer		2020		143,846		106,541		674,672		—		9,141		934,200
Charles J. Rimer Executive Vice President Operations and Chief Operating Officer		2020		508,885		—		2,524,688		—		2,912,231		5,945,804
		2019		525,000		—		2,455,882		467,250		27,050		3,475,182
Bradley J. Holly(6) Former President and Chief Executive Officer		2020		554,827		—		5,131,183		—		6,599,766		12,285,776
		2019		815,000		—		3,812,507		797,885		38,672		5,464,064
Correne S. Loeffler(7) Former Chief Financial Officer		2020		299,539		—		1,641,604		—		2,474,169		4,415,312
Correne S. Loeffler(7) Former Chief Financial Officer		2019		183,000		190,000		1,103,601		164,472		71,398		1,712,471
Bruce R. DeBoer(8) Former Chief Administrative Officer, General Counsel and Secretary		2020		393,462		—		1,518,019		—		2,187,642		4,099,123
		2019		465,000		—		1,580,138		372,465		42,413		2,460,016

(1)

Annual base salaries during 2020 were as follows for the named executive officers: Mr. Peterson — $650,000; Mr. Henderson — $425,000; Mr. Rimer — $525,000 from January 1, 2020 to August 31, 2020 and thereafter $440,000; Mr. Holly — $815,000; Ms. Loeffler — $440,000; and Mr. DeBoer $465,000.

(2)

Reflects the full grant date fair value of restricted stock unit and performance share unit awards granted in 2020 and 2019 calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Assumptions used in the calculation of these amounts are included in note 13 to our audited financial statements for the fiscal year ended December 31, 2020 included in our Annual Report on Form 10-K filed with the SEC on February 25, 2021. Messrs. Holly and DeBoer and Ms. Loeffler forfeited all, and Mr. Rimer forfeited $2,203,574, of the restricted stock unit and performance share unit awards granted to them in exchange for the variable compensation payment reflected in the “All Other Compensation” column as described below under “Narrative Disclosure to Summary Compensation Table”.

(3)

Reflects the cash bonus earned for each such year and paid under our short-term incentive plan.

(4)

For 2020, these amounts ($) are comprised of the following for each of our named executive officers:

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	Variable Compensation Payment		COBRA Coverage*		Vacation Payout*		Transition Consulting*		Attorneys’ Fees**		Retirement Planning		401(k) Match		Group Life & Disability Insurance		Relocation
Peterson		—		—		—		—		10,000		—		—		1,662		—
Henderson		—		—		—		—		—		—		8,238		903

SEC Form DEF 14A filed by Whiting Petroleum Corporation