UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

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PERMIAN RESOURCES 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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LETTER FROM OUR CO-CEOS William M. Hickey III & James H. Walter  I  April [ ], 2024

 

Dear Fellow Shareholders,

 

On behalf of the Board of Directors of Permian Resources Corporation, we are pleased to invite you to our 2024 Annual Meeting of Shareholders, which will take place on May 22, 2024 at 9:00 a.m. Central Time at the Petroleum Club of Midland at 501 West Wall Street, Midland, TX 79701.

 

The past year marked a very successful first full year for Permian Resources Corporation. We completed the integration of the two legacy companies that combined in a merger-of-equals to form Permian Resources, delivered significant value to shareholders through our shareholder returns program, achieved our stated corporate goals and met or exceeded our public guidance for the year. Our year-end 2023 position was also strongly supported by our acquisition of Earthstone Energy, Inc., which enhanced our position as the second largest pure-play exploration and production company in the Permian Basin, which continues to be the most prolific basin in the United States. Thank you for your continued support.

 

We encourage you to review this Proxy Statement and to vote promptly so that your shares will be represented at the Annual Meeting. We also cordially invite you to attend the Annual Meeting. On behalf of the Board of Directors and management, we express our appreciation for your continued support of our company.

 

Sincerely,

 

WILLIAM M. HICKEY III Co-Chief Executive Officer

JAMES H. WALTER Co-Chief Executive Officer

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

 

May 22, 2024 | 9:00 a.m. Central Time | Petroleum Club of Midland | 501 West Wall Street, Midland, TX 79701
April [   ], 2024   To our Shareholders:   The 2024 Annual Meeting of Shareholders of Permian Resources Corporation will take place on May 22, 2024 at 9:00 a.m. Central Time at the Petroleum Club of Midland at 501 West Wall Street, Midland, TX 79701.   At the Annual Meeting, shareholders will be asked to:   1. Approve an amendment to our Charter to declassify our Board of Directors and provide for the annual election of directors;   2. Elect eleven directors to our Board of Directors, if Proposal 1 is approved;   3. Elect three Class II directors to our Board of Directors, if Proposal 1 is not approved;   4. Approve an amendment to our Charter to reflect the latest Delaware law provisions regarding officer exculpation;   5. Approve, by a non-binding advisory vote, our named executive officer compensation;   6. Recommend, by a non-binding advisory vote, the frequency of future advisory votes to approve our named executive officer compensation;   7. Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and   8. Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.   All shareholders of record at the close of business on April 2, 2024, the record date for the Annual Meeting, will be entitled to notice of and to vote at the Annual Meeting.   By Order of the Board of Directors, CHAD W. MACDONALD SVP, Deputy General Counsel and Secretary	Instead of mailing a printed copy of the proxy materials, including our Annual Report, to each shareholder of record, we are providing access to these materials via the internet. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all shareholders. Accordingly, on or about April [  ], 2024, a Notice Regarding the Internet Availability of Proxy Materials (the Notice) was mailed to our shareholders of record as of the record date. The Notice contains instructions on how to electronically access the proxy materials on the internet and how to vote your shares. Instructions for requesting a paper copy of the proxy materials are also contained in the Notice.   Your vote is important. Whether or not you expect to attend the Annual Meeting, please vote as promptly as possible by using the internet or telephone voting procedures described in the Notice and in this Proxy Statement or by requesting a printed copy of the proxy materials (including the proxy card) and completing, signing and returning the enclosed proxy card by mail. We thank you for your continued support and cordially invite you to attend the Annual Meeting.

TABLE OF CONTENTS

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider before voting. Please read the entire Proxy Statement before voting. For more complete information regarding our 2023 operational and financial performance and definitions of industry terms, please review our Annual Report on Form 10-K for the year ended December 31, 2023 (the Annual Report), which accompanies this Proxy Statement.

ANNUAL MEETING AND VOTING DETAILS

Annual Meeting Details

DATE & TIME Wednesday, May 22, 2024 9:00 a.m. Central Time

LOCATION Petroleum Club of Midland 501 West Wall Street Midland, TX 79701

RECORD DATE April 2, 2024

Board Recommendations on Voting Matters

Voting Your Shares

Even if you plan to attend the Annual Meeting, we strongly encourage you to vote as soon as possible by using one of the methods described below. In all cases, you will need to have your Control Number in hand, which is included on the Notice Regarding the Internet Availability of Proxy Materials (the Notice) or Proxy Card you receive in the mail. The deadline to vote is 11:59 p.m. Eastern Time on May 21, 2024 (the day before the Annual Meeting) except for voting that occurs in person during the Annual Meeting. If mailed, your completed and signed Proxy Card must be received by May 21, 2024.

BY INTERNET www.cstproxyvote.com

BY MOBILE DEVICE

BY MAIL Complete, sign, date and return your Proxy Card in the envelope provided

If you are the beneficial owner of shares held in street name (for example, your shares are held in your brokerage account), your method for accessing the proxy materials and voting may vary. Therefore, if you are a beneficial owner, please follow the instructions provided by your broker or nominee to vote by internet, telephone or mail. You should contact your broker or nominee or refer to the instructions provided by your broker or nominee for further information.

You may receive more than one Notice, Proxy Card or other voting instruction form if your shares are held through more than one account (for example, through different brokers or nominees). Each Notice, Proxy Card or other voting instruction form only covers those shares held in the applicable account. If you hold shares in more than one account, you will have to provide voting instructions as to all your accounts to vote all your shares.

FORWARD-LOOKING STATEMENTS

This Proxy Statement may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Please refer to the sections entitled “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” in the Annual Report for a description of the substantial risks and uncertainties related to any forward-looking statements that may be included in this Proxy Statement.

ACHIEVEMENTS DURING 2023

As referenced in the Letter from our Co-CEOs, this past year was extremely successful for Permian Resources Corporation (PR). It marked PR’s first full year after it was formed through the merger-of-equals (the PR Merger) between Centennial Resource Development, Inc. (Centennial) and Colgate Energy Partners III, LLC (Colgate). During 2023, PR completed the integration of legacy Centennial and Colgate, delivered significant value to shareholders through its shareholder returns program, achieved its stated corporate goals and met or exceeded all of its public guidance for 2023. PR’s year-end 2023 position was further strongly supported by its acquisition of Earthstone Energy, Inc. (Earthstone), which closed on November 1, 2023 (the Earthstone Acquisition) and which enhanced PR’s position as the second largest pure-play exploration and production company in the Permian Basin. 

We are proud of our financial and operational performance for 2023, and some specific highlights of our accomplishments in 2023 and early 2024 are listed below. 

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) HIGHLIGHTS

We are committed to producing oil and natural gas in a way that creates long-term value for our stakeholders, which includes the commitment to do so in an ethical, inclusive, pragmatic and environmentally and socially responsible way. That commitment extends throughout our operations and includes a dedication to superior performance with respect to ESG matters. 

During the Fall of 2023, we published our first Corporate Sustainability Report (the CSR) as PR, which is available on our website at https://permianres.com/sustainability. The CSR builds upon our prior ESG disclosures and covers our performance in environmental stewardship, regulatory compliance, health and safety, corporate governance, ethics, security, workforce diversity and development, wellbeing and community engagement matters.

The table below identifies some ESG highlights relating to 2023. 

		Board Governance		• Refreshed board membership by appointing two new directors at closing of the Earthstone Acquisition • Reorganized committee structure to establish a separate Environmental, Social and Governance Committee with a dedicated focus on ESG matters
		Shareholder Alignment		• Our performance-focused compensation philosophy, coupled with one of the largest management ownership interests in the industry, drove differentiated shareholder alignment
		ESG Management & Oversight		• Maintained a dedicated Corporate Sustainability team that focuses entirely on ESG matters and regularly reported to the Environmental, Social and Governance Committee
		Water Recycling		• Recycled and reused 33.9 million barrels of water in 2023 • Decreased fresh water usage to 0.4 million barrels (1% of total water used in 2023) from 3.1 million barrels (8% of total water used in 2022)
		Flaring		• Flared only 2.7% of natural gas volumes in 2023
		Land Use		• Utilized multiple well pads and centralized production facilities, which reduce surface impact compared to single well pads and facilities • Limited both oil and produced water spills to approximately 0.002% of volumes produced in 2023
		Prioritizing Pipelines Over Trucks		• Transported over 98% of our produced water by pipeline, reducing trucking-related emissions, improving safety, minimizing the potential for spills and lessening the impact on local roads
		Responsibly Powering Our Operations		• Utilized infrastructure investment and advancement planning to operate 58 electric powered compressors in 2023, up from 35 in 2022 and further reducing the need for natural gas powered compressors
		Health & Safety		• Limited Total Recordable Incident Rate (TRIR) for employees and contractors to approximately 0.55

CORPORATE GOVERNANCE AND COMPENSATION HIGHLIGHTS

We are committed to corporate governance and compensation practices that follow best processes, promote the long-term interests of our shareholders, strengthen our Board, foster management accountability and help build public trust in our company. The table below identifies some highlights.

BOARD & COMMITTEE STRUCTURE			GOVERNANCE PRACTICES			COMPENSATION PRACTICES
	Roles of Chair of the Board and Co-CEOs are separate			Board and Committee risk oversight			Our Co-CEOs receive compensation solely in performance-based equity awards
	Majority voting in uncontested director elections			Active shareholder engagement			Stock ownership guidelines
	Board committees include only independent directors			No employment agreements			Independent compensation consultant
	Diverse Board skills and experience			No shareholder rights (poison pill) or similar plan			Director compensation program enables compensation solely in equity awards
	Refreshed Board composition following PR Merger and Earthstone Acquisition			Non-hedging and non-pledging policies for our company securities			Compensation clawback policy
				Director education			Double-trigger required for change-in-control benefits
				Related person transactions policy			No tax gross-ups for change-in-control payments

2023 Executive Compensation

Our Co-CEOs’ compensation consists entirely of long-term equity based compensation. They do not receive a base salary, annual bonus or any other form of cash compensation. Instead, 100% of their compensation is provided through performance stock units (PSUs). The PSUs are restricted stock unit awards subject to performance-based vesting, and the ultimate number of shares earned depends on the total shareholder returns (TSR) of Permian Resources on both an absolute basis and a relative basis to PR’s peer group.

In September 2022, on the closing date of the PR Merger, the Compensation Committee awarded PSUs to our Co-CEOs in an amount that was designed to represent the value of a three year-grant. These PSUs were divided into three equal tranches, with the performance periods for each tranche lasting approximately three, four and five years from the closing date of the PR Merger. The Compensation Committee took this approach to incentivize long-term value creation by our Co-CEOs. As a result, 100% of our Co-CEOs’ expected realized pay over their first three, four and five years as Co-CEOs of Permian Resources will depend entirely on PR’s TSR over the same time periods. Because the Co-CEOs’ PSU grants were designed to represent a three-year grant, the Compensation Committee does not intend to make any additional grants to our Co-CEOs until the end of the three year period. 

Co-CEO’s Compensation

DIRECTOR NOMINEES

There are currently eleven directors on our Board, divided into three substantially equal classes. If the shareholders approve the Declassification Amendment (as defined in Proposal 1 below), the table below identifies the eleven director nominees named in this Proxy Statement, each of whom currently serves on our Board.

If the shareholders do not approve the Declassification Amendment, the current terms of office of the Class II directors will expire at this Annual Meeting. The table below identifies the three Class II director nominees named in this Proxy Statement, each of whom currently serves on our Board. 

PROPOSAL 1:

We are asking our shareholders to vote to approve a proposal to amend (the Declassification Amendment) the Company’s Fourth Amended and Restated Certificate of Incorporation (the Charter) to provide for the elimination of the classified structure of the Board and for the annual election of the directors. Declassifying the Board will allow the Company’s shareholders to vote on the election of our entire Board each year, rather than the three-year staggered basis that our current classified board structure requires. The description of the Declassification Amendment is qualified in its entirety by reference to the text of the proposed revisions, which are set forth under Article V in the form of Fifth Amended and Restated Certificate of Incorporation of the Company (the Amended and Restated Charter) attached as Appendix B and incorporated into this Proxy Statement by reference. Additions are indicated by underlining, and deletions are indicated by strike-outs.

If Proposal 1 is approved by our shareholders, the Charter will be amended and restated to reflect the revisions contemplated by the Declassification Amendment (as well as certain non-substantive administrative updates and the other revisions contemplated by Proposal 4 below, if Proposal 4 is also approved by our shareholders) and the Amended and Restated Charter will become effective upon its filing with the Secretary of State of the State of Delaware, which is anticipated to occur as soon as practicable following voting by the shareholders at the Annual Meeting. If Proposal 1 is approved by our shareholders, the amendments will provide for the immediate annual election of all directors and for all eleven nominees for director to be proposed for re-election at the Annual Meeting (see Proposal 2 below). If the shareholders approve Proposal 1, but not Proposal 4, the Amended and Restated Charter will only reflect the revisions contemplated by the Declassification Amendment.

As of the date of distribution of this Proxy Statement, the Company’s directors whose terms do not expire at the Annual Meeting have acknowledged and agreed that if the Declassification Amendment is approved, their current terms shall end at the 2024 annual meeting of shareholders, and they will no longer be Class I or Class III directors, as applicable. If the Company’s shareholders do not approve the Declassification Amendment, the Board will remain classified, and the Company’s shareholders will instead be asked to elect only those three Class II directors proposed for election and discussed under Proposal 3 below.

If our shareholders do not approve this Proposal 1, the changes described in this section will not be made, and the Declassification Amendment described in this section will not take effect. The approval of this Proposal 1 is not conditioned upon approval of any of the other proposals, including the Exculpation Amendment proposal (Proposal 4).

CURRENT CLASSIFIED BOARD STRUCTURE

Under Article V of the Charter, the Board is currently separated into three classes as nearly equal in number as possible. Absent the earlier resignation or removal of a director, each year the shareholders are asked to elect the directors comprising one of the classes for a three-year term. The term of the current Class II directors is set to expire at the Annual Meeting. The term of the Class III directors is set to expire in 2025, and the term of the Class I directors is set to expire in 2026. Under the current classified board structure, shareholders may only elect approximately one-third of the Board each year. 

RATIONALE FOR APPROVAL

The Nominating and Corporate Governance Committee and the Board carefully considered the advantages and disadvantages of amending the Charter to declassify the Board. While the Board believes that the classified board structure has historically helped promote continuity and stability, the Board and the Nominating and Corporate Governance Committee recognize the sentiment of the Company’s shareholders and institutional investor groups in favor of the annual election of all directors, and the Board believes it is in the best interest of shareholders for the Company to declassify the Board. 

The classified board structure has been in place at the Company since its predecessor, Centennial Resource Development, Inc., initially went public in 2016. In addition to other factors considered by the Board, the Board has taken note of the trend toward declassification among public companies within the exploration and production industry, as well as more broadly, and the particular prevalence of declassified board structures among the exploration and production companies that the Company views as peers. In making its decision to recommend declassification to the shareholders, the Board has recognized that an annual election fosters more immediate Board accountability, enables the Company’s shareholders to express a view on each director’s performance by means of an annual vote and supports the Company’s ongoing efforts to maintain “best practices” in corporate governance. Based on the foregoing, the Company is proposing the immediate elimination of its classified board at the Annual Meeting. 

VOTE REQUIRED AND BOARD RECOMMENDATION

The approval of the Declassification Amendment proposal requires the affirmative vote of shareholders holding at least a majority of the outstanding voting stock of the Company voting together as a single class. Abstentions and broker non-votes will have the same effect as votes “AGAINST” this Proposal 1.

	OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE DECLASSIFICATION AMENDMENT PROPOSAL AS DISCUSSED ABOVE.

PROPOSAL 2:

If the Company’s shareholders approve the Declassification Amendment described in Proposal 1 at the Annual Meeting, the shareholders will be asked to consider eleven nominees for election to the Board. Each nominee would serve for a one-year term until the 2025 annual meeting of shareholders of the Company. If the Company’s shareholders do not approve Proposal 1, the current classified board structure will remain in place and this Proposal 2 will not be submitted to a vote at the Annual Meeting, and instead Proposal 3 (Election of Three Class II Directors, if Proposal 1 is Not Approved) will be submitted in its place.

If prior to the Annual Meeting a nominee becomes unavailable to serve as a director, any shares represented by a proxy directing a vote will be voted for the remaining nominees and for any substitute nominee(s) designated by the Board. As of the mailing of these proxy materials, the Board has no reason to believe any director nominee would not be available to serve.

BOARD STRUCTURE

In connection with the Earthstone Acquisition, on November 1, 2023, (a) the Board increased the size of the Board to consist of eleven members, (b) Matthew G. Hyde resigned from the Board and (c) the Board appointed Robert J. Anderson and Frost W. Cochran to the Board.

The following table provides a snapshot of the current members of the Board and its committees.  

COMMITTEE MEMBERSHIP

DIRECTOR NOMINEES

DIRECTOR SINCE

AUDIT

COMPENSATION

NOMINATING AND CORPORATE GOVERNANCE

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

ROBERT J. ANDERSON

2023

MAIRE A. BALDWIN

2016

FROST W. COCHRAN

2023

KARAN E. EVES

2022

STEVEN D. GRAY (BOARD CHAIR)

2022

WILLIAM M. HICKEY III

2022

ARON MARQUEZ

2022

WILLIAM J. QUINN

2022

JEFFREY H. TEPPER

2016

ROBERT M. TICHIO

2016

JAMES H. WALTER

2022

= Chair

= Member

DIRECTOR NOMINATION PROCESS

The Nominating and Corporate Governance Committee of our Board identifies, evaluates and recommends director candidates to our Board with the goal of identifying individuals with a high level of personal and professional integrity, strong ethics and values and the ability to make mature business judgments. In evaluating director candidates, the Nominating and Corporate Governance Committee may also consider certain other criteria as set forth in our Corporate Governance Guidelines, including:

The Nominating and Corporate Governance Committee and the Board monitor the mix of specific experience, qualifications and skills of our directors in order to ensure that the Board, as a whole, has the necessary tools to perform its oversight function effectively. The Nominating and Corporate Governance Committee identifies candidates through the personal, business and organizational contacts of the directors and management, as well as through executive search firms engaged by the Nominating and Corporate Governance Committee to assist in the process.

We are committed to building a diverse Board comprised of individuals from different backgrounds, including differences in viewpoints, education, gender, race or ethnicity, age and other individual qualifications and attributes. To further this commitment, the Nominating and Corporate Governance Committee will continue to require that any search firm retained by the Committee to assist in a director search process present a diverse pool of candidates, including women, minority and other candidates of underrepresented communities.

Our Corporate Governance Guidelines require that each nominee for director sign and deliver to our Board an irrevocable letter of resignation that becomes effective if (a) the nominee does not receive a majority of the votes cast in an uncontested election, and (b) the Board decides to accept the resignation. The Board has received such conditional letters of resignation from each of the nominees named in Proposal 2.

While the Nominating and Corporate Governance Committee will consider nominees suggested by shareholders, it did not receive any shareholder nominations for the Annual Meeting prior to the deadline for such nominations.

SUMMARY OF DIRECTOR QUALIFICATIONS

The biographies of the members of our Board demonstrate a diversity of experience and a wide variety of backgrounds, skills, qualifications and viewpoints that strengthen their ability to carry out their oversight role on behalf of our shareholders. The following matrix highlights key qualifications, skills, diversity and other attributes each director brings to the Board. More details on each director’s qualifications, skills and expertise are included in the director biographies on the following pages.

SKILLS AND EXPERIENCE

ROBERT ANDERSON

MAIRE BALDWIN

FROST COCHRAN

KARAN EVES

STEVE GRAY

WILLIAM HICKEY

ARON MARQUEZ

WILLIAM QUINN

JEFFREY TEPPER

ROBERT TICHIO

JAMES WALTER

Accounting / Financial Oversight

Business Development / M&A

ESG Oversight

Executive Leadership

Finance / Capital Markets

Geology / Reservoir Engineering

Investor Relations

Marketing / Midstream

Public Company Board

Strategic Planning / Risk Management

TENURE AND INDEPENDENCE

Tenure (Years)

<1

7

<1

1

1

1

1

1

7

7

1

Independent

DEMOGRAPHICS

Age

62

58

59

42

64

37

41

53

58

46

36

Gender Identity

M

F

M

F

M

M

M

M

M

M

M

White

Ethnic Diversity

DIRECTOR NOMINEES

VOTE REQUIRED AND BOARD RECOMMENDATION

The election of each of the eleven director nominees requires the vote of a majority of the votes cast at the Annual Meeting, which means the number of votes cast “FOR” such nominee exceeds the number of votes cast “AGAINST” such nominee. Abstentions and broker non-votes will not be counted as votes cast and, therefore, will not have an effect on the outcome of the election of directors.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

GOVERNANCE HIGHLIGHTS

We are committed to corporate governance practices that promote the long-term interests of our shareholders, strengthen our Board, foster management accountability and help build public trust in our company. The table below sets forth some of our most important governance highlights, which are described in more detail in this Proxy Statement.

Board and Committee Structure

Our website (www.permianres.com) includes materials that are helpful in understanding our corporate governance practices, including our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Policy for Related Person Transactions, Policy for Accounting-Related Complaints and charters for the committees of our Board.

BOARD ROLE IN RISK OVERSIGHT

As an oil and gas exploration and production company, we encounter a variety of risks, including, among others, commodity price volatility and supply and demand risks, risks associated with rising costs of doing business, legislative and regulatory risks, availability of capital and financing, risks associated with our development, acquisition and production activities, environmental and weather-related risks, cybersecurity risks and risks associated with political instability. We encourage you to read our discussion of the risks we face in the “Risk Factors” section of the Annual Report.

Our senior management is responsible for the day-to-day management of the risks we face. We have a Risk Management Committee comprised of our Chief Financial Officer and General Counsel, and such other officers and employees as may be appointed from time to time by the committee. The Risk Management Committee meets regularly to identify, assess and manage our risk exposures and periodically reports significant risk exposures to the Board or one or more of the Board’s committees.

Our Board, directly and through its committees, oversees our management of risk exposures. Specifically, our Board is responsible for ensuring that the risk management processes designed and implemented by management are adequate to address the risks we face and function as intended. Accordingly, during the course of each year, the Board:

The Board has delegated certain risk oversight responsibility to its committees. The following table identifies the primary risk oversight of each committee.

BOARD INDEPENDENCE

The New York Stock Exchange (NYSE) listing rules require that a majority of the board of directors of a company listed on the NYSE be composed of “independent directors,” which is generally defined as a person who the board of directors determines has no “material relationship” with the company. Our Board has determined that Robert Anderson, Maire Baldwin, Frost Cochran, Karan Eves, Steven Gray, Aron Marquez, Jeffrey Tepper and Robert Tichio are independent within the meaning of the NYSE listing rules. Further, our Board has determined that Messrs. Cochran and Tepper, as well as Mses. Baldwin and Eves, the current members of the Audit Committee, are independent with the meaning of Rule 10A-3 of the Exchange Act.

BOARD LEADERSHIP STRUCTURE

We have no policy with respect to the separation of the offices of Chair of the Board and Chief Executive Officer. In 2022, in connection with the retirement of Sean Smith, who served as our Executive Chair from the PR Merger closing until December 31, 2022, the Board appointed Steven Gray as independent Board Chair.

Our Board believes this leadership structure permits our Co-CEOs to focus their attention on setting the strategic direction of our company and managing our business while allowing the Chair to function as an important liaison between our management and the Board, enhancing the ability of the Board to provide oversight of the Company’s management and affairs.

SUCCESSION PLANNING

The Nominating and Corporate Governance Committee oversees and approves plans for succession planning. As it relates to CEO succession planning, the Committee identifies the qualities and characteristics necessary for an effective CEO or Co-CEO and monitors and reviews the development and progression of potential candidates against these standards. The Nominating and Corporate Governance Committee also regularly consults with our Co-CEOs on senior management succession planning.

CLASSIFIED BOARD STRUCTURE

In the past, the Board, in consultation with the Nominating and Corporate Governance Committee, determined that a classified board structure was appropriate for the Company since it may foster stability, continuity and experience within our Board. However, as discussed under Proposal 1, based on the Board’s and the Nominating and Corporate Governance Committee’s desire to maintain best practices in corporate governance and on input received from the Company’s shareholders, the Board has determined that a declassified board structure may be more appropriate for the Company and in the best interests of our shareholders at this time. The annual election of all directors fosters more immediate Board accountability, enables the Company’s shareholders to express a view on each director’s performance by means of an annual vote and supports the Company’s ongoing efforts to maintain “best practices” in corporate governance. In particular, peers of our size and scope generally opt for a declassified board structure.  

If our shareholders vote to approve the Declassification Amendment described in Proposal 1, our directors will no longer be separated into three classes and will instead form one class subject to annual election. If the shareholders do not approve the Declassification Amendment described in Proposal 1, our Board will continue to be classified into three classes as nearly equal in number as possible. See Proposal 1 above for a more detailed discussion. 

MAJORITY VOTE IN DIRECTOR ELECTIONS

Our governance documents provide for a majority voting standard in uncontested director elections. As a result, the election of the director nominees named in Proposal 2 and Proposal 3 requires that each director be elected by a majority of the votes cast, as may be applicable, meaning that the number of shares voted “FOR” a nominee must exceed the number of shares voted “AGAINST” such nominee. We believe that this majority voting standard in uncontested director elections gives our shareholders a greater voice in determining the composition of our Board than a plurality voting standard. For any director election where the number of director nominees exceeds the number of directors to be elected (in other words, a contested election), a plurality voting standard continues to apply pursuant to our governance documents.

Our Corporate Governance Guidelines include a director resignation policy to address the issue of any “holdover” director who is not re-elected but remains a director because his or her successor has not been elected or appointed. This policy requires each incumbent director that is nominated by our Board for re-election to tender an irrevocable resignation letter to the Board prior to the mailing of the proxy statement for the meeting at which such nominee is to be re-elected as director. If such incumbent director is not re-elected by a majority vote in an uncontested election, the Nominating and Corporate Governance Committee will consider the tendered resignation and make a recommendation to our Board whether to accept or reject the resignation. The Board would then, after taking into account the recommendation of the Nominating and Corporate Governance Committee, accept or reject such tendered resignation generally within 90 days following certification of the election results. Thereafter, we would publicly disclose the decision of the Board and, if applicable, the Board’s reasons for rejecting a tendered resignation. If a director’s tendered resignation is rejected, such director would continue to serve until a successor is elected, or until such director’s earlier removal or death. If a director’s tendered resignation is accepted, then the Board could fill any resulting vacancy or decrease the number of directors. 

BOARD MEETINGS

Our Board conducts its business through meetings of the Board, actions taken by written consent in lieu of meetings and by the actions of its committees. During 2023, the Board held 16 meetings and each of our directors attended at least 75% of the meetings of the Board and the Board committees on which they served. 

COMMITTEES OF THE BOARD

The Board currently has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Environmental, Social and Governance Committee. Each of the committees reports to the Board as it deems appropriate and as the Board may request. The composition of the committees at the end of 2023, as well as the duties and responsibilities of each of the committees, are set forth below. From time to time and as necessary to address specific issues, our Board may establish other committees.

		COMMITTEE MEMBERSHIP
INDEPENDENT DIRECTOR	AUDIT	COMPENSATION	NOMINATING AND CORPORATE GOVERNANCE	ENVIRONMENTAL, SOCIAL AND GOVERNANCE
ROBERT J. ANDERSON
MAIRE A. BALDWIN
FROST W. COCHRAN
KARAN E. EVES
STEVEN D. GRAY
ARON MARQUEZ
JEFFREY H. TEPPER
ROBERT M. TICHIO
NUMBER OF MEETINGS HELD IN 2023	4	8	5(1)	5(1)
= Chair              = Member

Audit Committee

The principal functions of our Audit Committee are detailed in the Audit Committee charter, which is posted on the Investor Relations portion of our website at www.permianres.com, and include:

Our Audit Committee consists of Maire Baldwin, Frost Cochran, Karan Eves and Jeffrey Tepper, with Mr. Tepper serving as the Chair. We believe that Messrs. Cochran and Tepper, as well as Mses. Baldwin and Eves qualify as independent directors according to the rules and regulations of the SEC with respect to audit committee membership. We also believe that Mr. Tepper qualifies as our “audit committee financial expert,” as such term is defined in Item 401(h) of Regulation S-K.

Compensation Committee

The principal functions of our Compensation Committee are detailed in the Compensation Committee charter, which is posted on the Investor Relations portion of our website at www.permianres.com, and include:

Our Compensation Committee consists of Robert Anderson, Maire Baldwin, Steven Gray and Robert Tichio, with Ms. Baldwin serving as the Chair. Our Board has affirmatively determined that Ms. Baldwin and Messrs. Anderson, Gray and Tichio meet the definition of “independent director” for purposes of serving on a compensation committee under the NYSE listing rules.

The Compensation Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors (independent or otherwise) to assist in carrying out its responsibilities. For information regarding the role of our Co-CEOs, other executive officers and compensation consultants in determining our executive and director compensation, please refer to the section entitled “Compensation Discussion and Analysis—Determination of Compensation.”

Nominating and Corporate Governance Committee

The principal functions of our Nominating and Corporate Governance Committee are detailed in the charter of the Nominating and Corporate Governance Committee, which is posted on the Investor Relations portion of our website at www.permianres.com, and include:

The Nominating and Corporate Governance Committee also develops and recommends to the Board corporate governance processes and best practices and assists in implementing them, including conducting a regular review of such processes and practices. Pursuant to its charter, the Nominating and Corporate Governance Committee will treat recommendations for directors that are received from our shareholders equally with recommendations received from any other source. The Nominating and Corporate Governance Committee oversees the annual performance evaluation of the Board and the committees of the Board and makes a report to the Board on succession planning.

Our Nominating and Corporate Governance Committee consists of Karan Eves, Steven Gray, Aron Marquez and Jeffrey Tepper, with Mr. Gray serving as the Chair. Our Board has affirmatively determined that Messrs. Gray, Marquez and Tepper and Ms. Eves meet the definition of “independent director” for purposes of serving on a nominating/corporate governance committee under the NYSE listing rules.

Environmental, Social and Governance Committee

The principal functions of our Environmental, Social and Governance Committee are detailed in the charter of the Environmental, Social and Governance Committee, which is posted on the Investor Relations portion of our website at www.permianres.com, and include:

Our Environmental, Social and Governance Committee develops and recommends to the Board ESG principles and practices and assists in implementing them, including conducting a regular review of our corporate governance as it relates to ESG principles and practices. 

Our Environmental, Social and Governance Committee consists of Robert Anderson, Frost Cochran, Aron Marquez and Robert Tichio, with Mr. Tichio serving as the Chair. 

DIRECTOR EDUCATION

Our Board believes that director education is essential to the ability of our directors to fulfill their roles as directors. When a new director joins our Board, we provide a director orientation. Directors are also encouraged to attend continuing education programs designed to enhance the performance and competencies of individual directors and our Board, including through participation in National Association of Corporate Directors events. Directors are reimbursed for any relevant director education programs they attend.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the year ended December 31, 2023, no officer or employee of the Company served as a member of our Compensation Committee. None of our executive officers serve, or have served during the year ended December 31, 2023, as a member of the board of directors or compensation committee of any entity that has or had one or more executive officers serving on our Board or Compensation Committee.

CODE OF BUSINESS CONDUCT AND ETHICS

We have adopted a written Code of Business Conduct and Ethics (the Code of Ethics) that applies to our directors, officers and employees and that, among other purposes, is intended to assist directors, officers and employees in recognizing, avoiding and resolving ethical issues. The Code of Ethics covers various topics, including the standards of honest, ethical and fair conduct, conflicts of interest, gifts and entertainment, use of company assets, disclosure requirements, compliance, reporting and accountability, insider information and trading, issues relating to health, safety and the environment, confidentiality, anti-corruption laws and others. 

The Code of Ethics is designed to comply with SEC regulations and NYSE listing standards related to codes of conduct and ethics and is posted on the Investor Relations portion of our website at www.permianres.com. A copy of our Code of Ethics is also available free of charge, upon request directed to Permian Resources Corporation, 300 N. Marienfeld St., Ste. 1000, Midland, TX 79701 Attention: General Counsel. We intend to satisfy the disclosure requirements regarding any amendment to, or any waiver of, a provision of the Code of Ethics by posting such information on our website within four business days following the date of any such amendment or waiver.

COMPLAINT AND REPORTING PROCEDURES

We have established complaint and reporting procedures that are posted on the Investor Relations portion of our website at www.permianres.com. Any person, whether or not an employee, who has a concern about our conduct or the conduct of our employees, may, in an anonymous manner, communicate that concern by calling one of our hotlines. Our Accounting and Compliance Whistleblower Hotline is available at 1-844-418-4481 and is intended to facilitate reporting of accounting and compliance issues. We also maintain a separate Operational Concerns Hotline, which is available at 1-844-778-5868 and is intended to facilitate reporting of concerns relating to our operations, working environment, course of dealing with contractors and other operational matters. These hotlines are available to all interested parties 24 hours a day, seven days a week. 

ANNUAL BOARD AND COMMITTEE EVALUATION PROCESS

The Board and each of our committees conducted self-evaluations related to their performance in 2023, including an evaluation of each director. The Nominating and Corporate Governance Committee supervises the performance evaluations and uses various processes from year to year in order to solicit feedback, including Board and committee-level questionnaires prepared by each of the Board and committee members, the responses to which are used to evaluate the effectiveness of Board and committee performance and to identify areas for improvement and issues for further discussion. Following a discussion of the results of the evaluations, the Board and each committee review and discuss the evaluation results and take this information into account when assessing the qualifications of the Board and its directors, further enhancing the effectiveness of the Board and its committees over time.

POLICIES RELATING TO OUR BOARD

Shareholder Communications with the Board

All interested parties, including shareholders, who wish to contact the Board may send written correspondence to Permian Resources Corporation, 300 N. Marienfeld St., Ste. 1000, Midland, TX 79701 Attention: Corporate Secretary. Communications may be addressed to any individual director, to the non-management or independent directors as a group or to the Board as a whole, marked as confidential or otherwise. Communications addressed to directors that discuss business or other matters relevant to the activities of our Board will be preliminarily reviewed by the office of the Corporate Secretary and then distributed either in summary form or by delivering a copy of the communication. 

Separate Sessions of Independent Directors

Our Corporate Governance Guidelines require the Board to hold executive sessions for the independent directors, without any non-independent directors or management present, on a regularly scheduled basis but not less than twice per year. Our independent directors met in executive session presided by the Chair of the Board on four occasions in 2023. Each of our independent directors attended each of the executive sessions.

Director Attendance at Annual Meeting of Shareholders

Although we do not have a formal policy regarding director attendance at our Annual Meeting, we encourage directors to attend, and all of our then serving directors attended the 2023 Annual Meeting of Shareholders.

SHAREHOLDER ENGAGEMENT

We believe that maintaining an open dialogue with our shareholders provides critical feedback for our Board and executive management team on a wide range of topics including our short- and long-term business strategy, financial and operational performance, ESG matters, governance practices, executive compensation program and other matters of importance. During 2023, our management team conducted approximately 225 meetings with current and potential institutional shareholders and met with 23 of the Company’s 30 largest shareholders. Our 30 largest shareholders collectively held about 65% of our outstanding shares of common stock at the end of 2023. 

ESG INITIATIVES

We are committed to producing oil and natural gas in a way that creates long-term value for our stakeholders, which includes the commitment to do so in an ethical, inclusive, pragmatic and environmentally and socially responsible way. That commitment extends throughout our operations and includes a dedication to superior performance with respect to ESG matters. 

During the Fall of 2023, we published our first Corporate Sustainability Report (the CSR) as PR, which is available on our website at https://permianres.com/sustainability. The CSR builds upon our prior ESG disclosures and covers our performance in environmental stewardship, regulatory compliance, health and safety, corporate governance, ethics, security, workforce diversity and development, wellbeing and community engagement matters.

The table below identifies some ESG highlights relating to 2023. 

	Board Governance	• Refreshed board membership by appointing two new directors at closing of the Earthstone Acquisition   • Reorganized committee structure to establish a separate Environmental, Social and Governance Committee with a dedicated focus on ESG matters
	Shareholder Alignment	• Our performance-focused compensation philosophy, coupled with one of the largest management ownership interests in the industry, drove differentiated shareholder alignment
	ESG Management & Oversight	• Maintained a dedicated Corporate Sustainability team that focuses entirely on ESG matters and regularly reported to the Environmental, Social and Governance Committee
	Water Recycling	• Recycled and reused 33.9 million barrels of water in 2023   • Decreased fresh water usage to 0.4 million barrels (1% of total water used in 2023) from 3.1 million barrels (8% of total water used in 2022)
	Flaring	• Flared only 2.7% of natural gas volumes in 2023
	Land Use	• Utilized multiple well pads and centralized production facilities, which reduce surface impact compared to single well pads and facilities     • Limited both oil and produced water spills to approximately 0.002% of volumes produced in 2023
	Prioritizing Pipelines Over Trucks	• Transported over 98% of our produced water by pipeline, reducing trucking-related emissions, improving safety, minimizing the potential for spills and lessening the impact on local roads
	Responsibly Powering Our Operations	• Utilized infrastructure investment and advancement planning to operate 58 electric powered compressors in 2023, up from 35 in 2022 and further reducing the need for natural gas powered compressors
	Health & Safety	• Limited Total Recordable Incident Rate (TRIR) for employees and contractors to approximately 0.55
	Diversity & Inclusion (As of  12/31/2023)	• We are committed to a diverse workforce because we believe employees with different backgrounds, experiences and skillsets drive a culture of innovation which allows us to achieve superior results.
		• Women accounted for:	• Minorities accounted for:
		•  18% of the Board	•  9% of the Board
		•  23% of our managers	•  15% of our managers
		•  31% of our employees	•  32% of our employees

The Audit Committee has reviewed and discussed with management of the Company and KPMG LLP, the Company’s independent registered public accounting firm, the audited financial statements of the Company for the fiscal year ended December 31, 2023 (the Audited Financial Statements).

The Audit Committee has discussed with KPMG LLP the matters required to be discussed by the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 1301, as in effect on the date of this Proxy Statement.

The Audit Committee has: (1) considered whether non-audit services provided by KPMG LLP are compatible with its independence; (2) received the written disclosures and the letter from KPMG LLP required by the applicable requirements of the PCAOB regarding KPMG LLP’s communications with the Audit Committee concerning independence; and (3) discussed with KPMG LLP its independence.

Based on the reviews and discussions described above, the Audit Committee recommended to the Board that the Audited Financial Statements be included in the Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the SEC.

Respectfully submitted,

The Audit Committee

Jeffrey H. Tepper (Chair)
Maire A. Baldwin
Frost W. Cochran
Karan E. Eves

EXECUTIVE SUMMARY

This past year was the first full year for PR, which was formed through a merger-of-equals of Centennial and Colgate in September 2022. PR had a very successful 2023, during which it completed the integration of the legacy Centennial and Colgate assets, achieved its corporate goals, met or exceeded all of its public guidance for the year and delivered significant value to shareholders through its shareholder returns program. PR’s year-end 2023 position was also strongly supported by its Earthstone Acquisition, which closed on November 1, 2023 and which enhanced PR’s position as the second largest pure-play exploration and production company in the Permian Basin.

In this Compensation Discussion and Analysis (CD&A) section, we will describe our approach to executive compensation, which we first put in place in 2022 in connection with closing the PR Merger. The most noteworthy feature to our program is that our Co-CEOs do not receive any form of cash compensation and instead receive 100% of their compensation in the form of long-term incentive awards structured as performance stock units. Our executive and director compensation programs also reflect an emphasis on performance stock units for our other named executive officers and provide directors with the option to receive 100% of their annual compensation in the form of PR stock rather than through a mix of stock and cash. We believe our compensation programs strongly align compensation with shareholder returns and take a fresh approach to compensation that differentiates us from our peers.

In connection with closing the PR Merger, the Compensation Committee also approved “inaugural” equity awards to our officers and employees. While granted in September 2022, we view these awards as forming a part of the 2023 compensation program since they essentially accelerated the issuance of the awards the Compensation Committee would have granted during spring 2023. Therefore, we describe these inaugural awards in this CD&A section for context, even though the awards are treated as 2022 awards under the SEC’s rules in the compensation-related tables included in the Executive Compensation section below. Since the inaugural equity awards that were granted in September 2022 replaced the spring 2023 awards, we did not provide any equity awards to continuing officers and employees in 2023, and the next annual award cycle occurred in February 2024. 

References in this CD&A section to our company, our executive officers and our Compensation Committee refer, prior to the PR Merger, to Centennial and its executive officers and Compensation Committee. In contrast, when those terms are used in relation to the period on or after the closing date of the PR Merger, they refer to PR and its executive officers and Compensation Committee.

Named Executive Officers

In this CD&A section, we describe the material elements of our executive compensation program for the executive officers who were our Named Executive Officers (NEOs) for 2023, as determined under the SEC’s rules. The narrative discussion set forth in this CD&A section is intended to provide additional information related to the compensation-related tables included throughout the Executive Compensation section below.

Our NEOs for 2023 are:

Mr. Glyphis, the Company’s former Chief Financial Officer, resigned from his position on March 1, 2023, and he was succeeded by Mr. Oliphint. Thereafter, Mr. Glyphis served as a Senior Advisor to the Company through May 4, 2023.  Mr. Garrison, the Company’s former Chief Operating Officer, resigned from his position on September 1, 2023. 

Our Approach to Co-CEO Compensation

Our Co-CEOs’ compensation consists entirely of long-term equity-based compensation. They do not receive a base salary, annual bonus or any other form of cash compensation. Instead, 100% of their compensation is provided through performance stock units (PSUs). The PSUs are restricted stock unit awards subject to performance-based vesting, and the ultimate number of shares earned depends on the total shareholder return (TSR) of Permian Resources on both an absolute basis and a relative basis to PR’s peer group.

In September 2022, on the closing date of the PR Merger, the Compensation Committee awarded PSUs to our Co-CEOs in an amount that was designed to represent the value of a three-year grant. These PSUs were divided into three equal tranches, with the performance periods for each tranche lasting approximately three, four and five years from the closing date of the PR Merger. The Compensation Committee took this approach to incentivize long-term value creation by our Co-CEOs. As a result, 100% of our Co-CEOs’ expected realized pay over their first three, four and five years as Co-CEOs of Permian Resources will depend entirely on PR’s TSR over the same time periods. Because the Co-CEOs’ PSU grants were designed to represent a three-year grant, the Compensation Committee does not intend to make any additional grants to our Co-CEOs until the end of the three-year period. 

Co-CEOs’ Compensation

Financial and Operational Performance

We are proud of our financial and operational performance for 2023, and some specific highlights of our accomplishments in 2023 and early 2024 are listed below.

Recent TSR Performance

The following graph compares our TSR for 2023 to the average TSR of our peer group. The graph also compares our TSR with the TSR of the SPDR S&P 500 ETF Trust (SPY), a broad market ETF, as well as the SPDR S&P Oil & Gas Exploration and Production ETF (XOP), an ETF focused on the U.S. oil and gas exploration and production industry. These TSR measures reflect both share price appreciation and the dividends paid during 2023. 

2023 Total Shareholder Returns

We are very pleased with our 2023 TSR. While our industry and the companies in our peer group generally all experienced strong TSRs in 2023 due to supportive commodity prices, among other factors, our 2023 TSR set us apart given the relative outperformance to the peer average and SPY and XOP ETFs. For a list of the companies in our performance peer group, see the “Use of Competitive Market Data” section below. 

Our TSR outperformance is even more pronounced in the period following the closing date of the PR Merger. The graphic below compares our TSR to the same peer group and ETFs from the closing date of the PR Merger through March 26, 2024. We believe this outperformance helps illustrate the value created by the PR Merger and consequently the Earthstone Acquisition. Please note that our historic stock price performance is not necessarily indicative of future stock price performance.

Total Shareholder Returns (9/1/2022 – 3/26/2024)

Response to 2023 Say-on-Pay Vote and Shareholder Outreach

At our 2023 Annual Meeting of Shareholders, over 99% of the votes cast by our shareholders supported our “say-on-pay” proposal. The Compensation Committee took the results of this “say-on-pay” vote into account when evaluating the design of the Permian Resources compensation program. Based on these results and feedback received from our shareholders more recently, the Compensation Committee believes our shareholders generally support the Committee’s compensation decisions.

We believe that maintaining an open dialogue with our shareholders provides critical feedback for our Board, Compensation Committee and management team on a wide range of topics including our short- and long-term business strategy, financial and operational performance, ESG matters, governance practices, executive compensation program and other matters of importance. 

During 2023, our management team conducted approximately 225 meetings with current and potential institutional shareholders and has met with 23 of the Company’s 30 largest shareholders. Our 30 largest shareholders collectively held about 65% of our outstanding shares of common stock at the end of 2023. 

Compensation Arrangements for Officer Departures

Compensation Arrangements with Mr. Glyphis

Mr. Glyphis served as our Chief Financial Officer until March 1, 2023 and then served for a transition period as a Senior Advisor until his departure from the Company on May 4, 2023. This resignation constituted a qualifying termination under the change-in-control Severance Plan that was in place at Centennial when the PR Merger closed (the Centennial Severance Plan) as the PR Merger was deemed to be a “Change in Control” for purposes of the Centennial Severance Plan and he resigned for “Good Reason” by choosing not to relocate from Denver to the Company’s headquarters in Midland, Texas. As a result, Mr. Glyphis received change-in-control severance benefits under the Centennial Severance Plan. In recognition of his service between the closing date of the PR Merger and May 4, 2023, the Compensation Committee also approved a pro rata settlement of the equity awarded to him on the closing date of the PR Merger. Additional information on the cash and equity severance benefits provided to Mr. Glyphis is included in the Potential Payments Upon Termination or a Change in Control section appearing in the Executive Compensation section. 

Compensation Arrangements with Mr. Garrison

Mr. Garrison served as our Chief Operating Officer until September 1, 2023 when he resigned for personal reasons. In recognition of his service between the closing date of the PR Merger and September 1, 2023, as well as certain post-employment non-competition, non-solicitation and other customary restrictive covenants, the Compensation Committee approved the payment of a pro rata 2023 target cash bonus and the pro rata settlement of certain equity awards held by Mr. Garrison. Additional information on the cash and equity severance benefits provided to Mr. Garrison is included in the Potential Payments Upon Termination or a Change in Control section appearing in the Executive Compensation section.  

Compensation Best Practices

The Compensation Committee believes that our executive compensation program follows best practices and is aligned with long-term shareholder interests. Below are highlights of our current compensation practices.

WHAT WE DO			WHAT WE DON’T DO
	Pay for Performance. Align our executives’ compensation with our financial, operational and stock price performance by having 100% of our Co-CEOs’ (and a majority of our other NEO’s) total compensation consist of variable or Performance-based compensation.			Hedging or Pledging of Company Securities. We do not allow hedging or pledging of Company securities by directors, NEOs or other officers or employees.
	Ownership Guidelines. Maintain robust Stock Ownership Guidelines that apply to all of our officers and independent directors.			Tax Gross-Ups. We do not provide tax gross-ups for severance or change in control payments to our NEOs or other officers or employees.
	Review Market Data. At least annually, conduct a review of market data of peer group companies to ensure competitive compensation relative to the market.			Excessive Perquisites. We do not provide significant perquisites to any of our NEOs or other officers or employees.
	Compensation Consultant. Use an independent compensation consultant retained by, and reporting directly to, the Compensation Committee.			Employment Agreements. We do not have employment agreements with our NEOs or other officers or employees.
	Clawback Policy. Maintain a clawback policy that applies to our NEOs.			Guarantee Bonuses. We do not guarantee bonuses to any of our NEOs or other officers or employees.
	Double-Trigger Change in Control Benefits. Maintain a Severance Plan where change in control benefits are only provided upon a qualifying termination of employment following a change in control transaction.			Repricing of Options. We do not permit repricing of underwater stock options without shareholder approval.
	ESG. Include ESG performance goals in the AIP, including metrics tied specifically to our commitment to reduce flaring and spills and to ensure the safety of our workforce.
	Risk Assessments. Conduct an annual risk assessment of compensation practices to facilitate risk management.
	Relative and Absolute TSR. Determine payout of performance stock units based on both our TSR relative to peer group and our absolute annualized TSR.
	AIP Maximum. Establish maximum AIP payout of 200% of each NEO’s target AIP compensation.
	Evolving Program. Adapt compensation program based on shareholder feedback and evolving market standards.

2023 EXECUTIVE COMPENSATION PROGRAM

Elements of 2023 Compensation Program

The primary elements of our executive compensation program and the purpose of each component are summarized in the following table. Our Co-CEOs’ compensation consists entirely of PSUs. 

As mentioned above, the Compensation Committee approved “inaugural” equity awards to the then-serving NEOs on September 1, 2022. While granted in 2022, we view these awards as forming an integral part of the 2023 executive compensation program since they accelerated the issuance of awards the Compensation Committee would have granted during spring 2023. Therefore, these awards are included in this section describing our 2023 compensation program.  

TYPE	ELEMENT		PURPOSE	CO-CEO COMPENSATION
Fixed	Base Salary		•  Attract and retain qualified executives •  Provide a level of fixed pay based on the executive’s role, skills, experience and performance
Variable	Annual Incentive Program (AIP)		•  Incentivize achievement of the Company’s and executive’s short-term financial, operational and strategic goals •  Align executives’ interests with those of our shareholders
	Long-Term Incentive Plan (LTIP)	Restricted Stock	•  Align realized values with shareholder returns •  Promote retention of executives •  Promote stock ownership by executives
		Performance Stock Units (PSUs)	•  Reward absolute shareholder returns •  Reward shareholder returns relative to industry peers •  Promote retention of executives

2023 Compensation Mix

A significant portion of our executive compensation is performance-based. The graphics below show the mix of compensation elements for our Co-CEOs (on the left) and our other NEOs (on the right). For each graphic, the compensation mix reflects the executive’s base salary and target compensation levels for the AIP and LTIP. The LTIP element includes the “inaugural” equity awards granted to our NEOs in September 2022, which we view as forming a part of the 2023 compensation program. Each graphic also identifies the portion of the compensation that is variable or “at-risk,” which refers to compensation elements that are only earned based on achievement of performance goals or through continued employment through the award’s vesting period. The ultimate realized value of these variable compensation elements, if earned at all, fluctuates or depends on Company performance as determined by the Compensation Committee, as well as our stock price.

As shown in the graphics, our executive compensation is heavily weighted towards variable or “at-risk” compensation elements, particularly for our Co-CEOs whose compensation is 100% performance-based.  

Co-CEOs Compensation Mix	Average Compensation Mix for Other NEOs

Base Salaries

We pay market competitive base salaries to our NEOs (other than Messrs. Hickey and Walter, who do not receive cash compensation) to attract and retain qualified executives. In setting our NEOs’ base salaries, the Compensation Committee considers the role, skills, experience and performance of each executive, as well as industry and market conditions and competitive market data within our peer group and industry.

In early 2023, after considering the market analysis and advice of Meridian Compensation Partners, LLC (Meridian), an independent compensation consultant retained by the Compensation Committee, the Compensation Committee set Mr. Oliphint’s starting salary and maintained the existing base salaries for the other NEOs as the Committee believed the existing base salaries for the other NEOs remained appropriate.   

Annual Incentive Program (AIP)

Our Annual Incentive Program (AIP) is designed to promote the achievement of annual financial, operational and strategic goals that are aligned with the creation of shareholder value.

In connection with adopting the 2023 AIP in early 2023, the Compensation Committee set an AIP target for each NEO, expressed as a percentage of the NEO’s year-end base salary. The Compensation Committee set Mr. Oliphint’s target at 90% of his base salary, a target that the Compensation Committee determined to be appropriate for Mr. Oliphint in his initial year as the Company’s Chief Financial Officer. The Compensation Committee evaluated the targets for the other NEOs and determined that they were competitive and appropriate assuming all the Company’s and NEO’s goals were attained at target levels. Accordingly, the targets for the continuing NEOs remained unchanged from 2022 levels.     

The following table presents the AIP targets as a percent of salary for each NEO at the end of 2022 and 2023. None of the NEOs have a minimum or guaranteed bonus under the AIP, and the maximum payout for each NEO is 200% of the NEO’s target AIP compensation. 

In early 2023, the Compensation Committee established the program weightings between different components of the AIP and approved the operational and financial metrics used for the scorecard portion of the AIP, as well as the quantitative and qualitative goals used for the ESG and Strategic components of the AIP. In choosing to allocate 40% of the AIP to the Strategic Initiatives and Discretionary portion of the AIP, the Compensation Committee determined that this level of discretion was appropriate for the 2023 AIP. The Compensation Committee also considered the unique ability of the Co-CEOs to provide impartial recommendations to the Committee on the AIP since the Co-CEOs do not participate in our Annual Incentive Program.

COMPONENT	WEIGHTING	METRIC	GOAL	ASSESSMENT	RESULT
RETURNS		All-in Rate of Return (Using $70 Oil/$3 natural gas price deck)	40%	Exceeded the all-in rate of return goal	Exceeded
FREE CASH FLOW		Free Cash Flow/Share	$1.06	Generated $1.20 Free Cash Flow / Share	Exceeded
COST STRUCTURE		Sum of LOE & Cash G&A/Boe	$6.50	Maintained low cost structure with $6.47 / Boe combined LOE and G&A	Exceeded
ESG		Flaring Target	1.5%	2.7%	Exceeded on spills and TRIR targets but did not achieve flaring target
		Oil Spills Target	0.004%	0.0027%
		Water Spills Target	0.0048%	0.0008%
		TRIR Target	0.65	0.55
STRATEGIC/ DISCRETIONARY		Various — see below for goals and assessments			Exceeded, see commentary below

In evaluating the flaring metric, the Compensation Committee noted that the higher than targeted flaring level for 2023 was largely due to the activities of PR’s third party midstream gatherers and processors. When assessing the Company’s performance on the Strategic component of the AIP, the Compensation Committee recognized that the Company’s performance significantly exceeded the majority of its strategic objectives for 2023, which are outlined below.

The Compensation Committee overall concluded that the Company had very strong performance during 2023, the inaugural year for Permian Resources, and that such performance was especially impressive when considering the extraordinary effort involved in integrating the legacy assets and companies of Colgate and Centennial during 2023. The Committee also strongly considered the strategic decision to pursue and close the Earthstone Acquisition and the significant synergies that the Company had already captured

relating to those assets by year-end 2023. Finally, the Compensation Committee reviewed the Company’s TSR performance for 2023, which was approximately 49% year-over-year, a TSR level that significantly exceeded the average TSR performance of PR’s peer group during 2023.

In early 2024, the Compensation Committee evaluated the Company’s and each NEO’s performance during 2023 and approved the following cash amounts for the 2023 AIP. 

Messrs. Glyphis and Garrison were not employed when the AIP cash awards were paid in March 2024, but they each received a pro rata target bonus for 2023 upon their departures.

Long-Term Incentive Program (LTIP)

Our Long-Term Incentive Program (LTIP) is designed to encourage long-term shareholder value creation through the program’s alignment with our TSR, both on an absolute basis and relative to industry peers. As shown above in the 2023 Compensation Mix, the LTIP is the most significant component in value of our executive compensation program.  

In connection with closing the PR Merger in September 2022, the Compensation Committee approved “inaugural” Permian Resources LTIP awards to the Company’s officers and employees, including the continuing NEOs. While granted in 2022, we view these awards as forming a part of the 2023 compensation program since they essentially accelerated the issuance of the awards the Compensation Committee would have granted during spring 2023. Therefore, this section describes these inaugural awards even though the awards are treated as 2022 awards under SEC’s rules in the compensation-related tables included in the Executive Compensation section below. Since these inaugural equity awards, granted in September 2022, replaced the spring 2023 awards, the Compensation Committee did not provide any equity awards to continuing officers and employees in 2023, and the next annual award cycle occurred in February 2024. 

The decision to accelerate the issuance of the inaugural awards to the closing date of the PR Merger was made by the Compensation Committee for several reasons, including:

Consistent with Centennial’s practice in prior years, the inaugural awards consisted of a combination of PSU awards and time-based restricted stock awards. As described above, 100% of our Co-CEOs’ compensation consists of PSUs. The Compensation Committee, with the support of the Co-CEOs, chose this structure to allow for full alignment between the Co-CEOs’ compensation and the TSR experienced by our shareholders. In determining the target LTIP award amount for the Co-CEOs, the Compensation Committee considered the Compensation Peer Group data provided by Meridian on CEO compensation, each Co-CEO’s role and ability to individually and jointly drive shareholder returns, the additional equity cost of having two CEOs and the cash savings of the Co-CEOs not receiving salaries or annual bonuses. Based on these considerations, the Compensation Committee set the target annual LTIP compensation for each Co-CEO at $5 million. 

For the inaugural awards, the Compensation Committee awarded $15 million in PSUs to each Co-CEO, which was designed to represent the value of a three-year grant for the Co-CEOs, and the Compensation Committee does not intend to make any additional equity grants to either of the Co-CEOs until the end of such three-year period. Please note that the value of these three-year equity awards included in the 2022 Summary Compensation Table significantly increased the “Total Compensation” value for our Co-CEOs above the $5 million target annual LTIP compensation. However, since no additional equity awards were provided to the Co-CEOs in 2023, shareholders will note that the Co-CEOs “Stock Awards” total in 2023 was reduced to $0, and shareholders can expect this approach to continue over the remaining two years in the initial three-year period described above.  

In determining the target grant values for the other then-serving NEOs, the Compensation Committee considered the Compensation Peer Group data provided by Meridian, the other compensation received by each NEO, including historical data where applicable, and each NEO’s role and ability to influence and create long-term shareholder value. Based on these considerations, the Compensation Committee set Mr. Bell’s initial annual LTIP target compensation at $1,250,000 and affirmed the historical LTIP targets for Messrs. Glyphis, Garrison and Jensen. The Compensation Committee also increased the inaugural awards provided to these NEOs by a one-time 30% adjustment factor, which offset the longer than normal gap between the grant date of the inaugural awards and the February 2024 grant date for the next award cycle. Mr. Jensen’s award consisted entirely of restricted stock given the expectation, at the time, that he would likely transition out of the organization prior to the end of 2023.

When Mr. Oliphint joined the Company in 2023, the Compensation Committee set his initial annual LTIP target compensation at $3,150,000 based on the Compensation Peer Group data provided by Meridian, the Compensation Committee’s consideration of similar factors to those described above and in recognition of compensation he forfeited from his prior employer when he transitioned to Permian Resources. 

The following table outlines the LTIP awards received by Mr. Oliphint in January 2023 and the remaining NEOs in September 2022, including target grant date values that are calculated based on the five-day average closing stock price ending on the day prior to the grant date.

Performance Stock Units (PSUs)

The PSUs granted to the NEOs (other than Messrs. Hickey and Walter) each have a performance period of approximately three years. As discussed above, the PSUs granted to Messrs. Hickey and Walter were designed to represent a three-year grant. These PSUs were therefore divided into three equal tranches with the performance period applicable to each tranche lasting approximately three, four and five years later. The Compensation Committee determined this approach to the PSUs was appropriate so that each tranche’s performance period ends when the performance period would have otherwise ended if the PSUs had been granted in a normal three-year cycle. The graphic appearing below highlights the performance periods for each of the PSUs granted to the NEOs.

The number of PSUs that vest and become earned is determined based on the level of achievement with respect to both Relative TSR and Absolute TSR performance metrics. The following sections describe the performance multipliers that would apply to the PSU awards at each level of achievement.

Relative TSR

The PSUs vest and become earned at the end of their respective performance period based on our TSR ranking relative to our performance peer group (Relative TSR), with linear interpolation used to determine the vesting level between percentiles listed in the Relative TSR table below. As in prior years, the Compensation Committee also included the SPDR S&P Oil & Gas Exploration & Production ETF (XOP) in the performance peer group for the PSUs so that our Relative TSR is also measured against a broader basket of energy companies against whom we compete for capital. The full makeup of the performance peer group for the PSUs is provided below in the “Use of Competitive Market Data” section.

Absolute TSR

The number of PSUs that would otherwise vest is further adjusted by our absolute annualized TSR over the performance period (Absolute TSR), which reduces or increases the vesting level of the PSUs depending on the Absolute TSR level. 

The more rigorous Absolute TSR levels used for the LTIP Awards were chosen by the Compensation Committee as they furthered the heightened pay-for-performance philosophy of the Permian Resources compensation program, with more upside for more significant absolute returns and more downside for low or negative absolute returns.

Vesting of 2020 PSUs

The PSUs granted in July 2020 to the then-serving NEOs were initially structured as cash-settled awards due to the limited number of remaining shares under the LTIP. In August 2022, the Compensation Committee approved an amendment to the award agreements for the 2020 PSUs that enabled the 2020 PSUs to settle in company stock or cash at the discretion of the Compensation Committee. The updated settlement flexibility was important to the Company to preserve flexibility and improve cash flow and was included in an amended award agreement, which Messrs. Garrison, Glyphis and Jensen signed in August 2022. As an inducement for Mr. Garrison to sign the amended award agreement, the Compensation Committee agreed to settle in cash one-third of his 2020 PSUs, with the remaining two-thirds remaining outstanding and subject to the normal vesting schedule for the 2020 PSUs. 

The remaining 2020 PSUs held by Messrs. Garrison and Jensen were eligible to vest at the conclusion of the three-year performance period, which ended on June 30, 2023, subject to the achievement of the 2020 PSUs’ Relative TSR performance goals during the performance period and the NEO’s continuous employment through the end of the performance period. The 2020 PSUs were not subject to an Absolute TSR performance measure. Based on the Company’s TSR performance for the performance period compared to the applicable peer group, the payout percentage was 200% of the target PSUs per the terms of the PSU award agreement. Vested PSUs were settled in the form of company stock, as detailed in the table that follows.

In connection with his qualifying termination pursuant to the Centennial Severance Plan, the 2020 PSUs held by Mr. Glyphis were accelerated and vested following his termination date based on the Company’s performance through his May 4, 2023 termination date. Based on that slightly shortened performance period, the 2020 PSUs held by Mr. Glyphis had a payout percentage of 200% and, as a result, he received 2,562,310 vested 2020 PSUs, which was the most significant component of the equity severance benefits he received. 

Retirement Plans and Other Employee Benefits

Our NEOs are eligible to participate in our employee benefit plans and programs, including medical and dental benefits and life and disability insurance, to the same extent as our other full-time employees, subject to the terms and eligibility requirements of those plans. Our NEOs may participate in a 401(k) defined contribution plan, subject to limits imposed by the Internal Revenue Code of 1986, as amended (the Code), to the same extent as our other full-time employees. Our 401(k) Plan provides for matching contributions equal to 100% of the first 8% of each employee’s eligible compensation contributed to the plan. Employees are immediately 100% vested in the matching contributions. We do not typically provide any perquisites or special personal benefits to our NEOs.

DETERMINATION OF COMPENSATION

Our executive compensation program has been designed to attract, motivate, reward and retain high caliber management with the skills and competencies we believe are essential to our success and to align executive compensation with our short-term and long-term business objectives, business strategy and financial and operational performance. We link pay and performance to foster a culture of individual accountability and, in evaluating executive officer performance, place particular emphasis on the Company’s and individual’s performance against the pre-assigned goals, which is described in greater detail above in the section entitled “Annual Incentive Program.”

Role of the Compensation Committee

The Compensation Committee administers and determines the parameters of our executive compensation program, including appropriate target levels and performance measures and the allocation between short-term and long-term compensation and between cash and equity-based awards, in order to establish an overall compensation program it believes is appropriate for each NEO. References in this section to the “Compensation Committee” refer to (1) the Compensation Committee as constituted before the PR Merger, with respect to determinations, decisions, conclusions and other actions taken by the Compensation Committee before the PR Merger, and (2) the Compensation Committee as constituted after the PR Merger, with respect to determinations, decisions, conclusions and other actions taken by the Compensation Committee after the PR Merger.

The Compensation Committee has principal authority for determining and approving the compensation awards for our executives and is charged with reviewing our executive compensation policies and practices to ensure adherence to our compensation philosophies and objectives. In making decisions, the Compensation Committee takes into account, among other factors:

Role of Compensation Consultant in Determining Executive Compensation

In determining 2023 executive compensation, the Compensation Committee received information and reports from Meridian Compensation Partners, LLC (Meridian), an independent compensation consultant initially retained by the Compensation Committee in 2020 after a fulsome review of several potential consultant candidates.

Meridian provided data, analysis and advice to the Compensation Committee, including market information that the Compensation Committee used when determining whether our executive compensation is competitive, commensurate with each executive’s responsibilities and consistent with market trends in executive compensation practices for companies in our industry. Meridian does not provide services to PR, the Compensation Committee or management other than consulting services related to the duties and responsibilities of the Compensation Committee with respect to the compensation and benefits of our directors, officers and employees. The Compensation Committee has considered the adviser independence factors required under SEC rules as they relate to Meridian and does not believe Meridian’s work in 2023 raised a conflict of interest.

Use of Competitive Market Data

A key objective of our executive compensation program is to ensure that the total compensation opportunities available to our executives are competitive with those of oil and gas exploration and production companies with whom we compete for executive talent, investment dollars and business opportunities. To assist us in evaluating our executive compensation program against this key objective, we maintain a peer group that we refer to as our “Compensation Peer Group.” We also use a similar group of peer companies, in addition to the SPDR S&P Oil & Gas Exploration and Production ETF (XOP) to determine our TSR relative to our peers for purpose of determining the payout level for the PSUs, and we refer to this separate peer group as our “Performance Peer Group.”

Compensation Peer Group

The Compensation Committee, with input and advice from Meridian, typically reviews the Compensation Peer Group on an annual basis to ensure it remains appropriate year-over-year. The Compensation Peer Group is selected based on multiple factors, including assets, market capitalization, enterprise value, location, revenue, geographic footprint and complexity of operations. 

In late 2023, the Compensation Committee re-assessed and updated the Compensation Peer Group, which had last been adjusted in September 2022 at the closing of the PR Merger. The Compensation Committee determined that substantial changes to the Compensation Peer Group were needed given the Company’s substantial growth relative to the existing Compensation Peer Group, particularly when considering the Company on a pro forma basis for the Earthstone Acquisition. The legacy and updated Compensation Peer Groups are set forth in the table below. 

Performance Peer Group

The Performance Peer Group is typically reviewed by the Compensation Committee, with input and advice from Meridian, prior to the Committee awarding PSUs as the Performance Peer Group is used for Relative TSR measures under our PSUs. In connection with awarding the inaugural PSUs described above, the Compensation Committee approved the Performance Peer Group set forth in the table below, which remained the Company’s Performance Peer Group throughout 2023. In early 2024, in connection with awarding PSUs under the Company’s 2024 executive compensation program, the Compensation Committee re-assessed the Performance Peer Group and determined that substantial changes were needed given the Company’s substantial growth relative to the existing Performance Peer Group, particularly when considering the scale of the Company following the Earthstone Acquisition. The legacy and updated Performance Peer Groups are set forth in the table below. 

Role of Executive Officers in Determining Executive Compensation

Our Co-CEOs provide the Compensation Committee with a review of the performance of our executives, other than themselves, and make recommendations to the Compensation Committee to assist it in determining executive compensation levels, other than their own. As our Co-CEOs do not receive base salaries and do not participate in our Annual Incentive Program, we believe our Co-CEOs are uniquely able to make impartial recommendations to the Compensation Committee on those compensation elements.

Our Co-CEOs reviewed compensation assessments and data provided by Meridian prior to and in connection with the recommendations they made to the Compensation Committee relating to the 2023 executive compensation program. While the Compensation Committee utilized this information and valued management’s observations with regard to compensation, the ultimate decisions regarding 2023 executive compensation were made by the Committee.

OTHER COMPENSATION PRACTICES AND POLICIES

Employment, Severance or Change in Control Agreements

We have not entered into any employment agreements with our NEOs. However, we consider a strong workforce to be essential to our success. To that end, we recognize that the uncertainty which may exist among employees with respect to their “at-will” employment with us could result in the departure or distraction of personnel to our detriment. Accordingly, to encourage the continued attention and dedication of our employees, and to allow our management team to focus on the value to shareholders of strategic alternatives without concern for the impact on their continued employment, we maintain a Severance Plan under which all of our regular, full-time employees are eligible to receive certain severance payments and benefits upon a qualifying termination of employment. In November 2022, to remain competitive with similar programs at peer companies, and based on advice from Meridian, we updated the plan to provide for severance benefits for certain qualifying terminations unrelated to change in control transactions, including terminations arising from a NEO’s death or disability. For a more detailed description of the Severance Plan, see the “Severance Plan” section below.

Company Guidelines Regarding Stock Ownership

We maintain robust Stock Ownership Guidelines for our officers, as well as for our non-employee directors, which are intended to demonstrate to our shareholders, the investing public and other employees that the officers and non-employee directors are invested in and committed to our Company, and to further align their interests with the interests of our shareholders. Under the guidelines, each officer must own Company stock equal to a multiple of his or her base salary, and each non-employee director must own Company stock equal to a multiple of his or her annual cash retainer. Under our guidelines, shares of unvested stock awards do not count toward the required ownership threshold, which is a distinction that we believe differentiates our guidelines from those of our peers. The Compensation Committee modified the Stock Ownership Guidelines in 2023 to expand the scope to all PR officers (it previously only covered our NEOs) and to exclude the value of unvested awards from the ownership calculation as the Compensation Committee wanted to reinforce the importance of PR management holding PR shares once the equity awards vested. 

We believe our ownership requirements exceed the prevailing required ownership levels among our peers, particularly considering our ownership calculation excludes the value of unvested awards, and demonstrate our heightened focus on aligning the interests of our NEOs and directors with the interests of our shareholders.

Because neither of our Co-CEOs have a base salary, the Stock Ownership Guidelines provide that their ownership requirements shall assume they each have a $750,000 base salary for purposes of calculating their ownership thresholds. 

Our officers and non-employee directors generally have a transition period of five years from the date she or he became an officer or non-employee director to come into full compliance with the guidelines. An officer or non-employee director who is not in compliance with the guidelines on the applicable compliance date is prohibited from selling or transferring any Company stock, except as needed to pay income tax liabilities relating to the vesting or exercise price of a stock option, and may be subject to such other discipline as determined by the Compensation Committee. There is an exception to the holding requirement for severe hardship or compliance with court or domestic relations orders, subject to approval by the Compensation Committee.

As of December 31, 2023, all of our officers and non-employee directors were in compliance with the Stock Ownership Guidelines, either through meeting the ownership requirement or by being within the transition period.

Company Anti-Hedging Policy

Our Insider Trading and Regulation FD Policy prohibits all of our directors, officers and other employees, as well as those acting on behalf of the Company, such as auditors, agents and consultants, from engaging in certain speculative transactions in our securities, including short-term trading, short sales, transactions in puts, calls or other derivatives, margin accounts, pledging for collateral purposes and hedging. To our knowledge, all such covered individuals are in compliance with this policy.

Clawback Policy

In October 2023, we adopted an updated clawback policy, as required by Section 10D of the Exchange Act and the listing standards adopted by the NYSE. In the event of certain accounting restatements, this policy requires us to pursue recovery from current and former executive officers (as defined under the applicable rules) of any amount of incentive-based awards paid during the three years preceding the accounting restatement that exceeds the amount that would have otherwise been paid if calculated based on the restated financial reporting measure, calculated on a pre-tax basis.

Tax Implications of NEO Compensation

Section 162(m) of the Code imposes an annual deduction limit of $1 million on the amount of compensation paid by a public company to “covered employees.” Prior to the Tax Cuts and Jobs Act of 2017 (TCJA), the deduction limit did not apply to “performance-based compensation” that satisfied the requirements of Section 162(m). Performance stock unit awards and stock options issued under our 2016 Long-Term Incentive Plan prior to November 2, 2017 were generally intended to satisfy the requirements of the Section 162(m) performance-based compensation exemption. The TCJA eliminated the performance-based compensation exemption, although compensation paid pursuant to a written binding contract which was in effect on November 2, 2017, may be “grandfathered” and still qualify for the performance-based compensation exception under certain circumstances. 

U.S. Department of Treasury regulations passed in 2019 require a corporate partner to include its distributive share of compensation paid by a partnership to covered employees of the corporate partner for purposes of applying the Section 162(m) deduction limit for tax years ending after December 20, 2019. Accordingly, for compensation to covered employees subsequent to the PR Merger, we include our distributive share of compensation paid by our subsidiary, Permian Resources Operating, LLC, which is treated as a partnership for U.S. federal income tax purposes, when determining the effect of 162(m) on the deductibility of compensation paid to our covered employees for 2023 and future tax years.

While the Compensation Committee considers the impact of Section 162(m) and other tax rules when developing, structuring and implementing our executive compensation programs, the Compensation Committee also believes that it is important to preserve flexibility in administering compensation programs in a manner designed to promote varying corporate goals. Accordingly, some of our compensation awards are nondeductible.

In addition, Section 409A of the Code requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments, and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities and penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is the Company’s intention to design and administer its compensation and benefits plans and arrangements for all employees and other service providers, including the executive officers, so that they are either exempt from, or satisfy the requirements of, Section 409A of the Code.

The following report of the Compensation Committee of the Board on executive compensation shall not be deemed to be “soliciting material” or to be “filed” with the SEC nor shall this information by incorporated by reference into any future filing made with the SEC, whether made before or after the date hereof and irrespective of any general incorporation language in such filing.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this Proxy Statement with members of management and based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Respectfully submitted,

The Compensation Committee

Maire A. Baldwin (Chair)
Robert J. Anderson
Steven D. Gray
Robert M. Tichio

The following table sets forth the compensation paid to or earned by our NEOs in their capacities as NEOs of the Company during 2023, 2022 and 2021:

2023 SUMMARY COMPENSATION TABLE

The following table sets forth information regarding grants of plan-based awards made to our NEOs during the year ended December 31, 2023.

2023 GRANTS OF PLAN-BASED AWARDS