Table of Contents

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.  )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

PDC ENERGY, INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


Table of Contents

Graphic

PDC ENERGY, INC.

1775 Sherman Street, Suite 3000

Denver, Colorado 80203

(303) 860-5800

April 14, 2022

Dear Stockholder of PDC Energy, Inc.:

You are cordially invited to attend the 2022 Annual Stockholders’ Meeting of PDC Energy, Inc. to be held via virtual web conference at www.virtualshareholdermeeting.com/PDCE2022 on May 25, 2022, at 1:00 p.m. Mountain Time (the “Annual Meeting”).

The accompanying Notice of Annual Meeting and Proxy Statement provide information concerning the matters to be considered at the Annual Meeting. The Annual Meeting will cover only the business contained in the Proxy Statement.

We hope you will join us at the Annual Meeting online. Your vote is important this year regardless of the number of shares you own. We value your opinion and encourage you to participate by voting your proxy card. Whether or not you plan to virtually attend, it is important that your shares be represented at the Annual Meeting. You may vote your shares by using the telephone or Internet voting options described in the attached Notice of Annual Meeting and proxy card. If you receive a proxy card by mail, you may cast your vote by completing, signing and returning it promptly. This will ensure that your shares are represented at the Annual Meeting even if you are unable to virtually attend.

Sincerely,

Graphic

Barton R. Brookman
President and Chief Executive Officer


Table of Contents

Graphic

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON

Wednesday, May 25, 2022

April 14, 2022

To the stockholders of PDC Energy, Inc.:

The 2022 Annual Meeting of PDC Energy, Inc. (the “Company”) will be held via the Internet through a virtual web conference at www.virtualshareholdermeeting.com/PDCE2022 on May 25, 2022, at 1:00 p.m. Mountain Time. You will be able to attend the Annual Meeting online by visiting the website above, and, prior to the Annual meeting, you may submit questions to be answered at the Annual Meeting. You will also be able to vote your shares electronically at the Annual Meeting. The Annual Meeting will be held online only, and will be held for the following purposes:

To elect the seven Directors nominated by the Board and identified in the accompanying proxy statement, each for a term of one year (Proposal No. 1);
To approve, on an advisory basis, the compensation of the Company’s named executive officers (Proposal No. 2);
To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal No. 3); and
To transact any other business that may properly come before the meeting and at any and all adjournments or postponements thereof.

The Board has fixed the close of business on March 30, 2022, as the record date for determining the stockholders having the right to receive notice of, to virtually attend and to vote at the Annual Meeting or any adjournment or postponement thereof. A list of these stockholders will be open for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting at our principal executive offices at 1775 Sherman St., Suite 3000, Denver, CO 80203, and electronically during the Annual Meeting at www.virtualshareholdermeeting.com/PDCE2022 when you enter your control number. The presence virtually or by proxy of the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote is required to constitute a quorum.

If you are a record holder of shares, or an owner who owns shares in “street name” and obtains a “legal” proxy from your broker, bank, trustee or nominee, you may attend the Annual Meeting and vote your shares or revoke your prior voting instructions.


Table of Contents

Your vote is important to us at this Annual Meeting. Regardless of the number of shares of our common stock that you own, your vote will be very important. Thank you for your continued support, interest and investment in the Company.

By Order of the Board of Directors,

Logo, company name

Description automatically generated

Nicole L. Martinet
Senior Vice President, General Counsel and Secretary


Table of Contents

Graphic

PDC ENERGY, INC.


PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS


To be held on May 25, 2022

The accompanying proxy is being solicited by the Board of Directors (“Board”) of PDC Energy, Inc. (“PDC,” the “Company,” “we,” “us” or “our”) to be voted at the annual meeting of the stockholders of the Company (the “Annual Meeting”) to be held on May 25, 2022, at 1:00 p.m. Mountain Time and at any and all adjournments or postponements of the Annual Meeting, for the purposes set forth in this Proxy Statement and the accompanying Notice of Annual Meeting. On or about April 14, 2022, we began mailing proxy materials to stockholders. For information on how to vote your shares, see the instructions included on the proxy card or instruction form described under “Information About Voting and the Meeting” herein.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY

OF PROXY MATERIALS FOR THE ANNUAL MEETING

TO BE HELD ON MAY 25, 2022

The Notice of Annual Meeting, the Proxy Statement for the 2022 Annual Meeting, and the 2021 Annual Report, which is the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, are available at www.proxyvote.com.

Virtual Meeting Admission

Stockholders of record as of March 30, 2022, will be able to participate in the Annual Meeting by visiting our Annual Meeting website at www.virtualshareholdermeeting.com/PDCE2022. To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials.

The Annual Meeting will begin promptly at 1:00 p.m. Mountain Time on Wednesday, May 25, 2022. Online check-in will begin at 12:45 p.m. Mountain Time, and you should allow approximately 15 minutes for the online check-in procedures.

Voting

Whether or not you plan to virtually attend the Annual Meeting and regardless of the number of shares that you own, please cast your vote, at your earliest convenience, as instructed in the proxy card. Your vote is very important. Your vote before the Annual Meeting will ensure representation of your shares at the Annual Meeting even if you are unable to virtually attend. You may submit your vote by the Internet, telephone, mail or during the virtual Annual Meeting. Voting over the Internet or by telephone is fast and convenient, and your vote is immediately confirmed and tabulated. By using the Internet or telephone, you help us reduce postage, printing and proxy tabulation costs. We encourage all holders of record to vote in accordance with the instructions on the proxy card and/or voting instruction form prior to the Annual Meeting even if they plan on virtually attending the Annual Meeting. Submitting a vote before the Annual Meeting will not preclude you from voting your shares at the Annual Meeting should you decide to virtually attend.


Table of Contents

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

1

PROPOSAL NO. 1—ELECTION OF SEVEN DIRECTOR NOMINEES

2

Board Of Directors

2

Summary of Director Qualifications and Diversity

3

Name, Principal Occupation for Past Five Years and Other Directorships

4

DIRECTOR COMPENSATION

9

Cash Compensation

9

Equity Compensation

9

Deferred Compensation

9

2021 Director Compensation

10

Director Stock Ownership Requirements and Prohibition on Certain Transactions

10

Director Qualifications and Selection

11

STANDING COMMITTEES OF THE BOARD

11

Board Meetings and Attendance

11

2021 Board and Committee Memberships

12

Audit Committee

12

Environmental, Social, Governance and Nominating Committee

13

Compensation Committee

13

Summary Of Committee Responsibilities

14

Board Leadership Structure

14

Stockholder Recommendations

15

Stockholder Nominations

15

CORPORATE GOVERNANCE

15

Governance Highlights

15

Environmental, Social And Governance

16

Corporate Governance Guidelines

18

Other Directorships

19

Uncontested Elections Policy

19

Code Of Business Conduct And Ethics

19

Family Relationships And Other Arrangements

20

Director Independence

20

The Board’s Role In Risk Management

20

Transactions with Related Parties

20

Policies and Procedures with Respect to Transactions with Related Parties

21

Other Corporate Governance Documents

21

Communication with the Company by Stockholders

21

Additional Information

21

PROPOSAL NO. 2—APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

22

2021 “Say-on-Pay” Results And Investor Engagement

22

Named Executive Officer Compensation Recommendation

23

EXECUTIVE COMPENSATION

24

Executive Officers

24

COMPENSATION COMMITTEE REPORT

27

COMPENSATION DISCUSSION AND ANALYSIS

28

Executive Summary

28

Executive Compensation Philosophy

31

2021 Compensation Program Design and Decisions

32

2021 Performance Metrics – Quantitative and Qualitative

37

Long-Term Incentive Awards

41

Other Elements of Compensation

44

2022 Compensation Program and Board Changes

45

Compensation Policies and Practices

45

Summary Compensation Table

51

All Other Compensation

52


Table of Contents

Grants of Plan-Based Awards

53

Outstanding Equity Awards at Fiscal Year-End

54

Option Exercises and Stock Vested

55

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

56

Impact of Termination and Change of Control on Long Term Equity-Based Incentive Plans

58

Change of Control Excise Tax Provision

58

Estimated Termination and Change in Control Benefits

59

CEO PAY RATIO

62

EQUITY COMPENSATION PLAN INFORMATION

63

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

64

Section 16(A) Reports

65

PROPOSAL NO. 3—RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

66

Audit Committee Pre Approval Policies and Procedures

66

REPORT OF THE AUDIT COMMITTEE

68

ALL OTHER BUSINESS THAT MAY COME BEFORE THE 2022 ANNUAL MEETING

69

STOCKHOLDER NOMINATIONS AND PROPOSALS

70

Stockholder Proposals for 2023 Annual Meeting

70

Advance Notice Procedures Under the Company’s Bylaws

70

INFORMATION ABOUT VOTING AND THE MEETING

71

Who May Vote

71

How Proxies Work

71

Notice and Access

71

Revoking a Proxy

71

Quorum

72

Votes Needed

72

Attending the Virtual Meeting & Voting

73

Conduct of the Meeting

73

Solicitation of Proxies

73

Appraisal Rights

73

Contact Information

74

HOUSEHOLDING INFORMATION

75

APPENDIX A - NON-GAAP FINANCIAL MEASURES

76


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

PROXY STATEMENT SUMMARY

This Proxy Statement Summary highlights information contained elsewhere in this document. Please read the entire Proxy Statement carefully before voting.

Annual Meeting of Stockholders

Graphic

Graphic

Graphic

TIME AND DATE

PLACE

RECORD DATE

1:00 p.m. Mountain Time

On Wednesday, May 25, 2022

Virtually at www.virtualshareholdermeeting.com/PDCE2022

March 30, 2022

VOTING

Stockholders as of the record date are entitled to vote. To vote via the Internet, by telephone, mail or virtually at the Annual Meeting, please refer to the instructions on your proxy card in the postage paid envelope provided.

Voting Matters

BOARD
RECOMMENDATION

1

   

PROPOSAL 1 Election of Seven Directors

Elect seven Directors nominated by the Board, each for a term of one year.

   

FOR

2

PROPOSAL 2 Approve Executive Officer Compensation

To approve, on an advisory basis, the compensation of the Company’s named executive officers.

FOR

3

PROPOSAL 3 Ratify the Appointment of PricewaterhouseCoopers LLP

To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

FOR

PDC ENERGY   Graphic  2021 PROXY

1


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

PROPOSAL NO. 1—ELECTION OF Seven DIRECTORS

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE seven DIRECTORS NOMINATED BY THE BOARD. PROPERLY SUBMITTED PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.

You are asked to consider seven nominees for election to the Board. Each nominee would serve for a one-year term until the 2023 annual meeting of the stockholders of the Company and until his or her successor is duly elected and qualified.

ACCORDINGLY, THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH AND ALL OF THE BOARD NOMINEES.

The appointed proxies will vote your shares in accordance with your instructions on the proxy card and for the election of all of the Director nominees unless you withhold your authority to vote for one or more of them. The Board does not contemplate that any of the Director nominees will become unavailable for any reason; however, if any Director nominee is unable to stand for election, the Board may reduce the size of the Board or select a substitute. Your proxy cannot otherwise be voted for a person who is not named in this Proxy Statement as a candidate for Director or for a greater number of persons than the number of Director nominees named. The Directors will be elected by an affirmative vote of a plurality of the outstanding common shares. “Withhold votes” and broker non-votes will have no effect on the election of Directors.

BOARD OF DIRECTORS

As of the Annual Meeting, the composition of the Board is expected to be as follows:

    

YEAR THE

    

DIRECTOR JOINED

DIRECTORS

THE BOARD

Barton R. Brookman

 

2015

 

Pamela R. Butcher

2022

Mark E. Ellis

2017

Paul J. Korus

 

2020

 

David C. Parke(1)

2003

Lynn A. Peterson

2020

Carlos A. Sabater

2021

Diana L. Sands

2021

(1)On March 14, 2022, Mr. Parke informed the Board that he will not stand for re-election at the Annual Meeting.

All of the Director nominees named hereafter will be standing for election to serve a one-year term. The Board, based on the recommendation of the Environmental, Social, Governance and Nominating Committee (the “ESG&N Committee”), has recommended Mr. Brookman, Mr. Ellis, Mr. Korus, Mr. Peterson, Mr. Sabater and Ms. Sands for re-election and Ms. Butcher for election as Director. All of the Director nominees are current members of the Board. Ms. Butcher was appointed to the Board on February 2, 2022, and is seeking election for the first time.

2

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

Summary of Director Nominee Qualifications and Diversity

Our Director nominees have a broad diversity of experience and a wide variety of qualifications, skills, and diverse characteristics that strengthen their ability to carry out their oversight role on behalf of our stockholders. The following matrices highlight key skills, qualifications, and diverse characteristics our Director nominees bring to the Board. More details on each Director nominee’s qualifications, skills and expertise are included in the Director nominee biographies on the following pages.

Director Skills Matrix

A picture containing table

Description automatically generated

Director Diversity Matrix

Total Number of Directors

7

Female

Male

Non-Binary

Did Not Disclose

Part I: Gender Identity

Directors

2

5

0

0

Part II: Demographic Background

African American or Black

0

0

0

0

Alaskan Native or Native American

0

0

0

0

Asian

1

0

0

0

Hispanic or Latinx

0

1

0

0

Native Hawaiian or Pacific Islander

0

0

0

0

White

1

4

0

0

Two or More Races or Ethnicities

0

0

0

0

LGBTQ+

0

Did Not Disclose Demographic Background

0

PDC ENERGY   Graphic  2022 PROXY

3


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

NAME, PRINCIPAL OCCUPATION FOR PAST FIVE YEARS AND OTHER DIRECTORSHIPS

Graphic

BARTON R. BROOKMAN

DIRECTOR

President and
Chief Executive Officer

Age: 59

Committees:

• None

    

Background

Mr. Brookman, the Company’s President and Chief Executive Officer (“CEO”), joined to the Board in January 2015, simultaneously with his appointment as the Company’s CEO. Mr. Brookman joined the Company in July 2005 as Senior Vice President—Exploration and Production; he was appointed to the position of Executive Vice President and Chief Operating Officer in June 2013 and then served as President and Chief Operating Officer from June 2014 through December 2014. Prior to joining PDC, Mr. Brookman worked for Patina Oil and Gas and its predecessor Snyder Oil from 1988 until 2005 in a series of operational and technical positions of increasing responsibility, ending his service at Patina as Vice President of Operations.

Education

B.S. in Petroleum Engineering from the Colorado School of Mines

M.S. in Finance from the University of Colorado

Experience

The Board has concluded that in addition to his role as CEO of the Company, Mr. Brookman is qualified to serve as a Director due to, among other things, his many years of oil and gas industry executive management experience, his active involvement in industry groups and his knowledge of current developments and best practices in the industry.

55

Audit
• Environmental, Social, Governance and Nominating

Reporting to Boeing’s CEO and the audit committee, Ms. Sands oversaw a diverse team including corporate audit, ethics and investigations, compliance risk management, security, and internal services. During her 20-year career at Boeing, Ms. Sands served in several financial and governance roles with increasing responsibility, including Director of Corporate Treasury, Vice President Investor Relations, Financial Planning & Analysis, and Corporate Controller. Prior to Boeing, Ms. Sands served in finance roles at General Motors Corporation and Ameritech Communications, Inc., among others. Ms. Sands currently serves on the boards of SP Plus Corporation and National Philanthropic Trust, and is Chair for Start Early, a non-profit champion for quality early learning.

Business Administration from University of Michigan and an M.B.A. from the Kellogg School of Management at Northwestern University.

A close-up of a person smiling

Description automatically generated

Pamela R. Butcher

DIRECTOR

Age: 64

Committees:

• None

    

Background

Pamela R. Butcher jointed the Board in February of 2022. She serves as an independent director on the Boards of Pilot Chemical Corp. and Trecora Resources, and is a member of the US Bank Regional Advisory Board. She is chair of the Nominating and Governance committee for Trecora and serves on the compensation committees at both Trecora and Pilot. Additionally, she serves in a Special Advisor role for the Chairman of Pilot. She previously served as a director of Gruden Topco Holdings, LP/Quality Distribution, Inc. (a private equity firm). For the previous eleven years she was the CEO and President of Pilot Chemical Corp., delivering significant revenue and profit growth along with five accretive acquisitions. Prior to joining Pilot, she worked 29 years for The Dow Chemical Company (now Dow Inc.) where she held a variety of executive leadership positions including Business Vice President of Specialty Chemicals, Vice President of Corporate Marketing & Sales and Vice President and General Manager of Adhesives and Sealants. She was a distinguished recipient of Dow's Genesis Award for people excellence, which is Dow's highest recognition for people leadership. Previously, she also served on the board of trustees for the Chemical Educational Foundation and on the Boards of the American Cleaning Institute, the Ohio Manufacturers' Association and numerous community organizations. 

Education

Bachelor’s in Agronomy from Purdue University

Master of Science from Purdue University

Experience

The Board has concluded that Ms. Butcher is qualified to serve as a Director because of, among other things, her extensive public and private company executive, leadership, and board experience.

63

4

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

Graphic

MARK E. ELLIS

DIRECTOR

(Non-Executive Chairman)

Age: 65

Committees:

• Compensation

• Environmental, Social, Governance and Nominating (Chair)

    

Background

Mr. Ellis joined the Board in August of 2017 and was appointed Non-Executive Chairman of the Board in February 2020. He served as a director and President and Chief Executive Officer of Linn Energy, Inc., the reorganized successor to Linn Energy, LLC (“LINN”), which filed for bankruptcy in the federal bankruptcy court, Southern District of Texas, in May 2016. From January 2010 until his retirement from LINN in August 2018, Mr. Ellis was the President and Chief Executive Officer and a director of LINN. From 2012 until August 2018, Mr. Ellis also served as Chairman of LINN’s board of directors. Prior to joining LINN in 2006, Mr. Ellis served in varying roles of increasing responsibility for Burlington Resources and ConocoPhillips.

Education

B.S. in Petroleum Engineering from Texas A&M University

Experience

The Board has concluded that Mr. Ellis is qualified to serve as a Director because his service as the chief executive officer and director of another public energy company provides extensive oil and gas industry knowledge and executive management experience.

Graphic

PAUL J. KORUS

DIRECTOR

Age: 65

Committees:

• Audit (Chair)

• Compensation

• Environmental, Social, Governance and Nominating

    

Background

Mr. Korus joined the Board in January 2020 in connection with the closing of the Company’s merger with SRC Energy Inc. (“SRC”). Mr. Korus was previously the Senior Vice President and Chief Financial Officer of Cimarex Energy Co. from September 2002 until his retirement in 2015, and held the same positions with its predecessor, Key Production Company, from 1999 through 2002. Mr. Korus has been a director of Whiting Petroleum Corporation (“Whiting”) since September 2020. He was also a member of the board of directors of SRC from June 2016 until January 2020. Mr. Korus was also a director of Antero Midstream Partners LP from January 2019 until its merger with Antero Midstream GP LP in March 2019, and a director of Antero Resources Corporation from December 2018 to June 2021. His previous experience also includes approximately five years as an oil and gas research analyst at an investment banking firm. He began his oil and gas career in 1982 with APA Corporation where he held positions in corporate planning, information technology and investor relations.

From 2011 to 2019, Mr. Korus served on the UND College of Business and Public Administration Alumni Advisory Council and was its chairperson from 2017 to 2019. Mr. Korus is a former CPA.

Education

B.S. in Economics from the University of North Dakota

M.S. in Accounting from the University of North Dakota

Experience

The Board has concluded that Mr. Korus is qualified to serve as a Director because of his service as an officer and director of other public energy companies, providing for extensive oil and gas industry executive and board experience. He also brings strong financial and accounting expertise based on his experience as a former chief financial officer of a public company.

58


Compensation


Governance

PDC ENERGY   Graphic  2022 PROXY

5


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

IANA

68

Chairman of the Board, Chief Executive Officer and President of SRC allows him to provide the Company with critical guidance regarding the SRC integration. [ADD]

Graphic

LYNN A. PETERSON(1)

DIRECTOR

Age: 69

Committees:

• None

    

Background

Mr. Peterson joined the Board in January 2020 in connection with the closing of the Company’s merger with SRC. Mr. Peterson was appointed President, Chief Executive Officer and director of Whiting in September 2020. He was the Chairman of the Board, Chief Executive Officer and President of SRC from May 2015 until January 2020. He was a co-founder of Kodiak Oil & Gas Corporation (“Kodiak”), and served Kodiak as a director (2001-2014) and as its President, Chief Executive Officer (2002-2014) and Chairman of the Board (2011-2014) until its acquisition by Whiting in December 2014. Mr. Peterson has been a member of the board of directors of Denbury Resources Inc. since May 2017. Mr. Peterson has over 35 years of industry experience.

Education

B.S. in Accounting from University of Northern Colorado

Experience

The Board has concluded that Mr. Peterson is qualified to serve as a Director because of his extensive oil and gas industry and leadership experience. Mr. Peterson’s experience as a chief executive officer and service as director of other public energy companies provide valuable understanding of management processes and strategy of oil and gas companies.

A person in a suit and tie

Description automatically generated with medium confidence

CARLOS A. SABATER

DIRECTOR

Age: 63

Committees:

• Audit
• Compensation

    

Background

Mr. Sabater joined the Board in May 2021. He is an accomplished global business executive and certified public accountant with nearly 40 years of leadership, corporate governance, accounting and financial reporting experience. Mr. Sabater also serves on the Board of KBR, Inc., a U.S.-based company operating in the fields of science, technology and engineering. During his extensive career at Deloitte Touche Tohmatsu Limited (“Deloitte”), he served in various senior leadership and operational roles, including CEO for both the U.S. and global audit practices and was the managing partner for all of Deloitte’s businesses across North and South America. Mr. Sabater led various risk, governance, audit, finance, compensation and global committees during his service as an elected board member for the Deloitte firms in the U.S., Mexico, Central and Latin America, the Caribbean and Bermuda. Mr. Sabater was born in Cuba, having immigrated to the U.S. as a child, and is fluent in Spanish.

Education

B.B.A. in Accounting and Finance from Florida International University

Experience

The Board has concluded that Mr. Sabater is qualified to serve as a Director because of, among other things, his extensive leadership, executive and board service and experience in audit, finance, risk and governance matters for public companies.

55


Reporting to Boeing’s CEO and the audit committee, Ms. Sands oversaw a diverse team including corporate audit, ethics and investigations, compliance risk management, security, and internal services. During her 20-year career at Boeing, Ms. Sands served in several financial and governance roles with increasing responsibility, including Director of Corporate Treasury, Vice President Investor Relations, Financial Planning & Analysis, and Corporate Controller. Prior to Boeing, Ms. Sands served in finance roles at General Motors Corporation and Ameritech Communications, Inc., among others. Ms. Sands currently serves on the boards of SP Plus Corporation and National Philanthropic Trust, and is Chair for Start Early, a non-profit champion for quality early learning.

Business Administration from University of Michigan and an M.B.A. from the Kellogg School of Management at Northwestern University.

6

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

A person wearing glasses

Description automatically generated with medium confidence

DIANA L. SANDS

DIRECTOR

Age: 56

Committees:

• Audit
• Environmental, Social, Governance and Nominating

    

Background

Ms. Sands joined the Board in February 2021. She retired in 2020 from the Boeing Company (“Boeing”) as Executive Officer and Senior Vice President, Office of Internal Governance and Administration, a role she held beginning in 2016. Reporting to Boeing’s CEO and the audit committee, Ms. Sands oversaw a diverse team including corporate audit, ethics and investigations, compliance risk management, security, and internal services. During her nearly 20-year career at Boeing, Ms. Sands served in several financial and governance roles with increasing responsibility, including Director of Corporate Treasury, Vice President Investor Relations, Financial Planning & Analysis, and Corporate Controller. Prior to Boeing, she served in finance roles at General Motors Corporation and Ameritech Communications, Inc., among others. Ms. Sands currently serves on the boards of SP Plus Corporation and National Philanthropic Trust, and is Chair for Start Early, a non-profit champion for quality early learning.

Education

Bachelor of Business Administration from University of Michigan

M.B.A. from the Kellogg School of Management at Northwestern University

Experience

The Board has concluded that Ms. Sands is qualified to serve as a Director because, among other things, she has extensive executive finance and governance experience in large public companies, allowing her to contribute broad financial, audit and compliance expertise to the Board.

(1)Mr. Peterson Over-boarding Concerns

At the Company’s 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”), we believe some stockholders voted against Mr. Peterson due to over-boarding concerns regarding his service on other public company boards while also serving as a CEO of a public company. Mr. Peterson currently serves as CEO and a director at Denver-based Whiting Petroleum Corporation (“Whiting”) while also serving as an independent director at PDC and Denbury Resources Inc. (“Denbury”). On March 7, 2022, Whiting and Oasis Petroleum Inc. (“Oasis”) announced the planned merger of the two companies (the “Transaction”), expected to close in the second half of 2022. Upon closing of the Transaction, Mr. Peterson will step down as CEO of Whiting and is expected to serve as Executive Chair of the Board of Directors of the combined company through December 31, 2023, or an earlier date if agreed upon. In this new role, Mr. Peterson will no longer be a full-time employee of Whiting, but instead will provide advice and guidance to the CEO and management team as needed. We believe this anticipated change in Mr. Peterson’s role alleviates the previous over-boarding concerns.

PDC also routinely evaluates any potential conflicts of interests of our Board members, including employment and other directorships, and has determined that no conflicts exist with respect to Mr. Peterson’s positions with Whiting, Oasis and Denbury. He also is (and will be at the closing of the Transaction) in compliance with PDC’s internal over-boarding policy (no more than two public company boards beyond PDC). Mr. Peterson is a highly engaged and committed Board member and actively participates in all PDC Board matters, demonstrating an ability to effectively manage the demands on his time. Equally importantly, Mr. Peterson brings valuable and unique experience to the Board, including:

-Significant experience with Colorado operations and regulations. As former CEO of Wattenberg operator, SRC Energy Inc. (“SRC”), Mr. Peterson has extensive familiarity with the unique and ever-changing regulatory environment in Colorado.  One of PDC’s largest initiatives aimed at unlocking stockholder value, our Guanella Comprehensive Area Plan (“CAP”) permit application, is a continuation of a project started by SRC prior to the merger with PDC in early 2020.  As a Colorado native and current resident, Mr. Peterson has strong local ties to the community.  As a former and

PDC ENERGY   Graphic  2022 PROXY

7


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

current CEO of a Denver-based company, Mr. Peterson’s experience in the Colorado regulatory and political environments is invaluable.
-Former President and CEO of Denver-based SRC, acquired by PDC in 2020.  As a result of the acquisition of SRC, Mr. Peterson owns significant stock in PDC and is aligned with the Company’s long-term strategy. In addition, a number of former SRC employees now work at PDC and Mr. Peterson’s boardroom presence has been – and will continue to be – highly-valued.
-CEO experience within the E&P sector.  Since 2020, PDC has refreshed more than 50 percent of its Board, including three new members in the past year alone.  Each new member - Diana Sands, Carlos Sabater and Pamela Butcher – offer a unique background and diverse skillset valued in the PDC boardroom. Each also carries executive experience outside the E&P sector.  Mr. Peterson serves as a valuable resource in integrating and acclimating PDC’s new Board members to the E&P sector.
-Active and engaged Director. Since joining the Board in 2020, Mr. Peterson has been a dedicated and thoughtful participant at each Board meeting.  In 2021, he attended 94% of the Company’s Board and committee meetings. Mr. Peterson is always well prepared for Board meetings and is widely respected by fellow Board members for making informed and meaningful contributions to the decision-making process at these meetings.

For the reasons outlined above, the Board recommends the election of Mr. Peterson for another one-year term.

8

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

DIRECTOR COMPENSATION

We compensate Directors with a combination of cash and equity-based incentives to attract and retain qualified candidates to serve on our Board and to align Directors’ interests with those of our stockholders. In determining how to compensate our Directors, we consider the significant amount of time they spend fulfilling their duties, as well as the competitive market for skilled directors. Cash payments are paid quarterly. No compensation is paid to our CEO for his service on the Board.

Compensation for our non-employee Directors (“Non-Employee Directors”) is reviewed annually by the Compensation Committee and is approved by the Board. The Compensation Committee uses its independent compensation consultant to conduct this annual review, which includes board and committee retainers, meeting fees and equity-based awards using the same peer group used to determine executive compensation. See “Compensation Policies and Practices” and “Role of Independent Compensation Consultant” in the Compensation Discussion and Analysis section of this Proxy Statement. Based on this review for 2021, the Compensation Committee recommended paying a more significant portion of Director compensation in the form of equity and therefore decreased the annual cash retainer from $100,000 to $85,000 and increased the annual equity compensation from $140,000 to $180,000.

CASH COMPENSATION

Annual Board and Committee Retainers

Each Non-Employee Director receives an annual cash retainer for service on the Board, which covers attendance at all Board and committee meetings. In addition, Non-Employee Directors receive an additional cash retainer for service on certain committees or service as committee chairs to compensate them for the extra responsibilities associated with their roles. The 2021 Board and committee retainers are reflected in the following table.

    

Member

 

Chair

Retainer

Retainer

($)

 

($)

Board

$

85,000

$

100,000

Audit Committee

10,000

 

20,000

Compensation Committee

 

15,000

ESG&N Committee

 

15,000

EQUITY COMPENSATION

On February 17, 2021, Mr. Ellis, the Non-Executive Chairman, was granted an equity award with an intended value of $215,000 in restricted stock units (“RSUs”) and the remaining Non-Employee Directors each received an equity award with an intended value of $180,000 in RSUs for their service on the Board. The RSUs were granted under our 2010 Equity Incentive Plan. The actual number of RSUs granted was determined based on the five-day average closing stock price ending the day prior to the date of grant. The RSUs vest on the one-year anniversary of the grant date (subject, generally, to the Director not resigning or being removed for cause prior to the vesting date).

DEFERRED COMPENSATION

Prior to 2018, each Non-Employee Director had the option to defer all or a portion of his or her annual cash compensation and all or a portion of his or her eligible RSUs pursuant to the Non-Employee Director Deferred Compensation Plan (the “Deferred Comp Plan”). Effective December 31, 2017, the Compensation Committee amended the Deferred Comp Plan to prohibit future deferral elections of cash and/or RSUs into the plan, and

PDC ENERGY   Graphic  2022 PROXY

9


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

on May 26, 2020, the Board voted to terminate the Deferred Comp Plan. In connection with the termination, and in order to liquidate all funds remaining in the Deferred Comp Plan, the Company made distributions to Mr. Parke and former Directors Anthony Crisafio and Jeffrey Swoveland, each of whom had an outstanding balance as of June 3, 2021.

Compensation paid to the Non-Employee Directors for 2021 was as follows:

2021 DIRECTOR COMPENSATION

    

Fees

    

    

Earned

or Paid

Stock

in Cash(1)

Awards(2)(3)

Total

Name

($)

($)

($)

Anthony J. Crisafio(4)

$

55,000

$

186,437

$

241,437

Mark E. Ellis

 

198,292

 

222,691

 

420,983

Christina M. Ibrahim(4)

43,833

186,437

230,270

Paul J. Korus

 

106,978

 

186,437

 

293,415

Randy S. Nickerson(4)

 

42,875

 

186,437

 

229,312

David C. Parke(5)

 

110,000

 

186,437

 

296,437

Lynn A. Peterson

85,000

186,437

271,437

Carlos A. Sabater

59,114

184,338

243,452

Diana L. Sands

80,364

178,836

259,200

Jeffrey C. Swoveland(6)

 

42,500

 

 

42,500

(1)Includes annual Board retainer, committee and committee chair retainers and the retainer for the Non-Executive Chairman of the Board.
(2)Represents RSUs granted to our Non-Employee Directors. The RSU amounts reported in this table reflect the grant date fair value of the RSUs computed in accordance with FASB ASC Topic 718 based solely on the stock price on the date of grant. Such amounts differ slightly from the intended award amounts described above.
(3)At December 31, 2021, the aggregate number of unvested RSUs outstanding for each Non-Employee Director were as follows: Mr. Ellis – 7,629; Mr. Korus – 6,387; Mr. Parke – 6,387; Mr. Peterson – 6,387; Mr. Sabater – 4,458; Ms. Sands – 6,387.
(4)Ms. Ibrahim and Messrs. Crisafio and Nickerson did not stand for re-election at the Company’s 2021 Annual Meeting.
(5)On March 14, 2022, Mr. Parke informed the Board that he will not stand for re-election in 2022.
(6)Mr. Swoveland’s cash compensation includes cash for service as a Director Emeritus during 2021 until the 2021 Annual Meeting.

DIRECTOR STOCK OWNERSHIP REQUIREMENTS AND PROHIBITION ON CERTAIN TRANSACTIONS

Under the Company’s Stock Ownership Guidelines, each Non-Employee Director is expected to hold shares of Company stock in an amount equal to at least five times his or her annual cash retainer ($425,000 for 2021). Compliance with ownership requirements is reviewed annually. Qualifying stock holdings include directly-owned shares and unvested RSUs. Directors are expected to comply with the ownership guidelines within five years of their election to the Board. As of December 31, 2021, all of the Directors met or exceeded the ownership expectations under the guidelines, with the exception of Ms. Sands, Ms. Butcher, and Mr. Sabater, each of whom is still within their respective compliance grace period. The Stock Ownership Guidelines can be reviewed on the Company’s website at www.pdce.com under “Corporate Governance.”

The Company’s Insider Trading Policy expressly prohibits Directors from short-term trading (purchasing and selling Company securities within a six-month period), short sales of Company securities, hedging or monetization transactions through financial instruments (such as prepaid variable forwards, equity swaps,

10

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

collars and/or exchange funds), holding securities in margin accounts or pledging securities as collateral for loans, or engaging in other transactions that are intended to hedge against the economic risk of owning Company stock.

DIRECTOR QUALIFICATIONS AND SELECTION

The Board has adopted Director Nomination Procedures that describe the process the ESG&N Committee will use to evaluate nominees for election to the Board. The Director Nomination Procedures can be viewed on the Company’s website at www.pdce.com under “Corporate Governance.” The ESG&N Committee evaluates each candidate based on his or her level and range of experience and knowledge (industry-specific and general), skills, education, reputation, integrity, professional stature and diversity in terms of race, gender and ethnicity, as well as other factors that may be relevant depending on the particular candidate.

Additional factors considered by the ESG&N Committee include the size and composition of the Board at the time, and the benefit to the Company of a broad mixture of skills, experience and perspectives on the Board. The Director nomination process also includes consideration of the diversity provided by each candidate, and diversity is considered as part of the overall assessment of the Board’s functioning and needs. The ESG&N Committee also considers tenure and prioritizes continuous Board refreshment initiatives in the Director nomination process. One or more of these factors may be given more weight in a particular case at a particular time, although no single factor is viewed as determinative. The ESG&N Committee has not specified any minimum qualifications that it believes must be met by any particular nominee.

The ESG&N Committee has historically identified potential Director nominees primarily through recommendations made by independent third-party search firms. The ESG&N Committee also considers recommendations made by Non-Employee Directors, employees, stockholders and others. All recommendations, regardless of the source, are evaluated on the same basis against the criteria contained in the Director Nomination Procedures. In August 2021, the Board engaged Russell Reynolds Associates to conduct a Director search, which resulted in the appointment of Ms. Butcher.

STANDING COMMITTEES OF THE BOARD

BOARD MEETINGS AND ATTENDANCE

The Board has a standing Audit Committee, Compensation Committee and ESG&N Committee. Actions taken by these committees are reported to the Board at its next meeting. During 2021, each Director attended at least 75% of all meetings of the Board and committees of which he or she was a member. As specified in the Corporate Governance Guidelines, Directors are strongly encouraged, but not required, to attend the Annual Meeting. All of the Directors who were in office at the time of the 2021 Annual Meeting, held on May 26, 2021, attended the meeting by phone.

The Non-Employee Directors generally meet in “executive session” in connection with each regularly scheduled Board meeting—i.e., without Mr. Brookman, the Company’s President and CEO, or other members of management present. The Non-Executive Chairman of the Board chairs these sessions; however, the other Non-Employee Directors may, in the event of the Non-Executive Chairman's absence, select another Director to preside over the executive session.

The following table identifies the members of each committee of the Board and the chair of each committee, and the number of meetings held in 2021.

PDC ENERGY   Graphic  2022 PROXY

11


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

2021 BOARD AND COMMITTEE MEMBERSHIPS

DIRECTORS

Board of
Directors

Audit
Committee

Compensation
Committee

Environmental, Social, Governance
and Nominating
Committee

Barton R. Brookman

Graphic

Mark E. Ellis(1)

Graphic

Graphic

Graphic(2)

Paul J. Korus(3)

Graphic

Graphic

Graphic

Graphic

David C. Parke(4)

Graphic

Graphic

Graphic

Graphic

Lynn A. Peterson

Graphic

Graphic(5)

Carlos L. Sabater(6)

Graphic

Graphic

Graphic

Diana A. Sands(7)

Graphic

Graphic

Graphic

Pamela R. Butcher(8)

Graphic

Number of Meetings Held

10

9

6

10

Graphic Chairman     Graphic  Member      Graphic Chairman of the Board

(1)On February 17, 2021, Mr. Ellis was appointed as Chairman of the ESG&N Committee.
(2)On May 26, 2021, Mr. Ellis was appointed to the Compensation Committee.
(3)On May 26, 2021, Mr. Korus was appointed as Chairman of the Audit Committee, and as a Member of the Compensation Committee.
(4)On March 14, 2022, Mr. Parke informed the Board that he will not stand for re-election in 2022.
(5)On May 26, 2021, Mr. Peterson stepped down as a member of the Compensation Committee. Mr. Peterson’s resignation was in response to concerns expressed over his service on the Compensation Committee, given his service as Chief Executive Officer and President of SRC prior to the merger between the Company and SRC. As a result, Mr. Peterson currently serves on no key committees. 
(6)On May 26, 2021, Mr. Sabater was appointed to the Compensation and Audit Committees.
(7)On May 26, 2021, Ms. Sands was appointed to the ESG&N and Audit Committees.
(8)On February 2, 2022, Ms. Butcher joined the Board. The Board determined not to appoint Ms. Butcher to any Committees at such time.

AUDIT COMMITTEE

The Audit Committee is composed entirely of persons whom the Board has determined to be independent under NASDAQ Listing Rule 5605(a)(2), Section 301 of the Sarbanes-Oxley Act of 2002, Section 10A(m)(3) of the Exchange Act and the relevant provisions of the Audit Committee Charter. The Board has adopted the Audit Committee Charter, which was most recently amended and restated on September 15, 2021, and is posted on the Company’s website at www.pdce.com under “Corporate Governance.” The Board has determined that all members of the Audit Committee qualify as “financial experts” as defined by Securities and Exchange Commission (“SEC”) regulations. The Company’s website materials are not incorporated by reference into this Proxy Statement.

12

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

Environmental, Social, Governance and NOMINATING COMMITTEE

In September 2021, the Board formalized Environmental, Social and Governance (“ESG”) oversight and accountability at the Board level by establishing the Environmental, Social, Governance and Nominating (“ESG&N”) Committee and amending and restating the committee’s charter to, among other things, include oversight of ESG matters. Members of the ESG&N Committee were selected primarily based on their previous Nominations & Governance Committee experience and also based on other relevant sustainability expertise and experience.

The ESG&N Committee receives quarterly updates on the Company’s ESG strategy, goals and initiatives from key internal ESG leadership, including the Company’s ESG executive sponsors – the General Counsel and SVP Operations – and members of PDC’s ESG Steering Committee. Committee members are asked for input and guidance on progress and path forward, leveraging their individual areas of expertise and experience. Prior to the formation of the ESG&N Committee, the full Board received quarterly updates on ESG.

To educate the Board and the ESG&N Committee, PDC has utilized both internal and external sources to take a deeper dive into specific topics and trends. PDC is also continuously seeking educational courses or speakers on ESG for our Board and ESG&N Committee members.

In 2022, the ESG&N Committee will be significantly engaged in the Company’s reporting process, as we focus on the recommendations of the Task Force on Climate-Related Financial Disclosures (“TCFD”). Board oversight through the ESG&N Committee is a critical aspect of TCFD and the ESG&N Committee will play an integral role as we work through scenarios and reporting. See “Environmental, Social and Governancefor additional information regarding the Company’s ESG strategy and efforts.

The Board has determined that all members of the ESG&N Committee are independent of the Company under NASDAQ Listing Rule 5605(a)(2). The Board has adopted an ESG&N Committee Charter, which was most recently amended and restated on September 15, 2021, and is posted on the Company’s website at www.pdce.com under “Corporate Governance.” The Company’s website materials are not incorporated by reference into this Proxy Statement.

COMPENSATION COMMITTEE

The Board has determined that all members of the Compensation Committee are independent of the Company under NASDAQ Listing Rules 5605(a)(2) and 5605(d)(2). The Board has adopted a Compensation Committee Charter, which was most recently amended and restated on September 20, 2019, and is posted on the Company’s website at www.pdce.com under “Corporate Governance.” The Company’s website materials are not incorporated by reference into this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee is or has been an officer or employee of the Company, nor did any of them have any relationships requiring disclosure by the Company under Item 404 of Regulation S-K in 2021. During 2021, none of our executive officers served as a Director or member of the Compensation Committee (or other committee serving an equivalent function) of any other entity whose executive officers served on our Compensation Committee or the Board.

PDC ENERGY   Graphic  2022 PROXY

13


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

Summary of Committee Responsibilities

AUDIT COMMITTEE

 

COMPENSATION COMMITTEE

 

Environmental, Social, Governance and NOMINATING COMMITTEE

Responsibilities:

  Monitors the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting and legal compliance;

  Monitors the independence of the independent registered public accounting firm;

  Monitors and provides oversight with respect to Company enterprise risk and cybersecurity risks, and the Company’s processes, policies, and guidelines established to address such risks; and

  Provides an avenue for communications among the independent registered public accounting firm, management and the Board.

Responsibilities:

  Oversees the development of a compensation strategy for the Company’s Named Executive Officers;

  Evaluates the performance of and establishes the compensation of the CEO;

  Reviews and approves the elements of compensation for other senior executive officers of the Company;

  Negotiates and approves the terms of employment and severance agreements with executive officers of the Company and approves all Company severance and change of control plans;

  Reviews the Non-Employee Directors’ compensation and recommends to the Board any changes in such compensation;

  Reviews and approves performance criteria and results for bonus and performance-based equity awards for senior executive officers and approves awards to those officers;

  Recommends to the Board equity-based incentive plans necessary to implement the Company’s compensation strategy, approves equity grants under the plans and administers all equity-based incentive programs of the Company, which may include specific delegation to management to grant awards to non-executive officers; and

  Reviews and approves Company contributions to Company sponsored retirement plans.

Responsibilities:

  Assists the Board by identifying and recruiting individuals qualified to become Board members and recommending nominees for election at the next annual meeting of stockholders or to fill any vacancies;

  Recommends to the Board and oversees development of corporate governance and ethics policies applicable to the Company;

  Oversees and makes recommendations with respect to the adequacy of the Company’s ESG policies and programs, compliance with ESG laws, and progress toward the Company’s achievement of ESG objectives, including diversity, equity, and inclusivity;

  Leads the Board in its annual self-assessment of the Board’s and its committees’ performance and the Directors’ contributions; and

  Assists the Board in creating and maintaining an appropriate committee structure, and recommends to the Board the nominees for membership on, and Chair of, each committee, as well as the Non-Executive Chair position.

BOARD LEADERSHIP STRUCTURE

Although the Board has no specific policy with respect to the separation of the offices of Chairman and CEO, the Board believes that our current leadership structure, under which Mr. Brookman serves as President and CEO and Mr. Ellis serves as Non-Executive Chairman of the Board, is the appropriate structure for our Board at this time. Since June 2011, the roles of Chairman and CEO have been held by separate individuals. We currently believe that it continues to be beneficial to have an independent, separate Chairman who has the responsibility of leading the Board, allowing the CEO to focus on leading the Company. We believe our CEO and Chairman have an excellent working relationship, which, given the separation of their positions, provides strong Board leadership while positioning our CEO as the leader of the Company in front of our employees and stockholders. The Board evaluates this separated structure at least annually.

14

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

STOCKHOLDER RECOMMENDATIONS

The ESG&N Committee will consider Director candidates recommended by stockholders of the Company on the same basis as those recommended by other sources. Any stockholder who wishes to recommend a prospective Director nominee should notify the ESG&N Committee by writing to the ESG&N Committee at the Company’s headquarters or by email to board@pdce.com. All recommendations will be reviewed by the ESG&N Committee. A submission recommending a nominee should include:

Sufficient biographical information to allow the ESG&N Committee to evaluate the potential nominee in light of the Director Nomination Procedures, including current employment and other public company directorships that may impact a nominee’s ability to meaningfully participate on PDC’s Board;
An indication as to whether the proposed nominee will meet the requirements for independence under NASDAQ and SEC guidelines;
Information concerning any relationships between the potential nominee and the stockholder recommending the potential nominee; and
An indication of the willingness of the proposed nominee to serve if nominated and elected.

STOCKHOLDER NOMINATIONS

Stockholders may nominate candidates for election to the Board. The Company’s Bylaws require that stockholders who wish to submit nominations for election to the Board at a meeting of stockholders follow certain procedures. See “Stockholder Nominations and Proposals—Advance Notice Procedures under the Company’s Bylaws” for a description of these procedures.

CORPORATE GOVERNANCE

GOVERNANCE HIGHLIGHTS

We believe that the Board has implemented a sound structure for the governance of the Company, including as a result of the following:

Responsiveness to Stockholder Feedback: In 2021, we conducted a comprehensive outreach to our stockholders in response to our 2021 say-on-pay vote and also to better understand our stockholders’ views on various governance and other ESG matters, reaching out to nearly 70% of our stockholder base and meeting with approximately 40 percent. In response to stockholder feedback, the Board made a number of changes in 2021 and 2022 related to, among other things, Board refreshment, executive compensation and ESG initiatives. See below discussions on “ESG Focus”; “Continuous Board Refreshment and Diversity”; “Environmental, Social and Governance”; “2021 ‘Say-on-Pay’ Results and Investor Engagement”; “Responsiveness to Stockholder Interests and Market Environment”; and “2022 Compensation Program and Board Changes” for further detail.
Continuous Board Refreshment and Diversity: Five of the Company’s seven Director nominees have been added to the Board since 2020, including two in 2020, two in 2021, and one in 2022, demonstrating commitment to continued refreshment. Further, three Directors are either female and/or self-identify as underrepresented minorities.
ESG Focus: We continue to place an emphasis on furthering our ESG progress and strategy and increasing transparency, including through our second annual Sustainability Report in 2021, proactive engagement with our key stakeholders and the development of environmentally-focused targets. In 2021, the Board formalized ESG oversight and accountability at the Board

PDC ENERGY   Graphic  2022 PROXY

15


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

level by establishing the ESG&N Committee. Additionally, in 2021, we set greenhouse gas (“GHG”) and methane emission intensity reduction targets of more than 50 percent and 60 percent, respectively, by 2025 compared to 2020, to be achieved through deployment of existing technologies in new and retrofitted facilities, as well as enhancements to our data collection and modeling methods. Further, the Company has significantly accelerated its commitment in aligning with the World Bank in achieving zero routine flaring by 2025 as opposed to its prior commitment of 2030.
Independent Board Leadership: Non-Executive Chairman Mark E. Ellis has decades of executive experience in the oil and gas industry and provides strong leadership and oversight of management.
Majority Independent Directors: Currently, six of our seven Director nominees are independent, and only independent Directors serve on our Board committees.
Strong Independent Oversight: The majority of the Company’s Director nominees have significant operating, financial, strategic and other relevant experience in the oil and gas industry and with public companies.
Share Ownership Requirement: Directors are required to hold a specified number of shares of our common stock with a transition period for new Directors.
Majority Voting Policy: Except in the case of a contested election, any Director who receives more “withhold” votes than votes in favor must tender his or her resignation.
Stockholder-called Special Meetings and Action by Consent: Stockholders that have ten percent combined voting power have the right to call special stockholders’ meetings and stockholders can act by written consent.
No Poison Pill: The Company does not have a poison pill.
One Vote per Share: The Company does not have any super-voting shares.

Environmental, Social and Governance

PDC is committed to a meaningful and measurable ESG strategy and believes there is significant value and opportunity in running our business with an ESG-focused mindset. Our mission to be a cleaner, safer and more socially responsible company begins with a sound strategy, is supported in the boardroom, is overseen by our ESG&N Committee and is applied at every level of our business as illustrated below.

16

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

Website

Description automatically generated with low confidence

As examples of ESG matters over which the Board (through the ESG&N Committee) now has oversight authority, in 2021, the Company significantly accelerated ESG strategy and reporting, increasing accountability and transparency. In particular, the Company:

Conducted a materiality assessment, with the support of an independent, third-party consultant, using Sustainability Accounting Standards Board (“SASB”), Ipieca, TCFD and CDP as guidance in determining our issue areas for interviews and conducting the process.
Further aligned with SASB and began preliminary disclosure in accordance with TCFD.
Formalized and chartered an internal ESG Steering Committee, with senior representatives from key ESG focus areas and executive officer sponsors (see graphic above).
Continued engagement within the Company’s Diversity, Equity and Inclusion (“DE&I”) Committee, including a speaker series and executive and manager training on unconscious bias.
Added two diverse Board members in 2021, and an additional diverse Board member in 2022, and increased transparency regarding the diversity of our employee base. The Company’s officers (Vice Presidents and up) consist of 27% women and 9% minorities, and the Company’s managers consist of 32% women and 17% minorities, each as of December 31, 2021.
Nearly doubled the Company’s charitable giving budget, with increased focus on inclusivity and contributing to local charitable efforts.
Created an internal working group dedicated to emissions reduction, which developed and communicated aggressive goals, including GHG and methane emission intensity reduction targets of more than 50% and 60%, respectively, by 2025 (see graphic below), and acceleration of our timeline for eliminating routine flaring from 2030 to 2025; GHG and methane intensity

PDC ENERGY   Graphic  2022 PROXY

17


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

reduction are now included as quantitative metrics in our 2022 short-term incentive program (see “2022 Compensation Program and Board Changes” discussion below).
1.

2.

3.

accelerating our previously-outlined
goal of meeting the World Bank ‘Zero
Routine Flaring by 2030’ initiative.

1.
Reduce GHG intensity by 60% from 2020 Emissions by 2025 and 74% by 2030

2.
Reduce methane emissions intensity by 50% from 2020 emissions by 2025 and 70% by 20030

3.
Achieve zero routine flaring by 2025, accelerating our previously-outlined goal of meeting the World Bank ‘Zero Routine Flaring by 2030’ initiative.

Chart

Description automatically generated

On February 28, 2022, PDC announced the planned acquisition of Great Western Petroleum, LLC, a Denver-based DJ Basin operator (the “Great Western Acquisition”), with an expected closing in the second quarter of 2022. PDC expects the Great Western Acquisition to further support or accelerate its existing GHG and methane emission intensity reduction targets of more than 50 percent and 60 percent, respectively, by 2025 compared to 2020.

Moving forward, the Company will continue its thoughtful but ambitious approach to ESG. The Company is currently engaged in several key initiatives, including:

Executive and Board engagement in climate-focused scenario planning and strategy in alignment with the recommendations of TCFD.
Undertaking a gap analysis with Sustainalytics US Inc. to determine additional opportunities for transparency on material ESG issues and greater alignment between the Company’s scores and efforts.
Leveraging our employee-led DE&I Committee to identify DE&I priorities and initiatives for the organization.
Continuing our significant charitable and community outreach efforts, including providing additional funds for the Colorado Marshall Fire disaster response and plans to increase our charitable giving budget as a result of the Great Western Acquisition and the war in Ukraine.
Establishing a regular cadence of ESG-related updates to our investors via our quarterly earnings calls.

PDC’s sustainability efforts are marked by strategic planning, transparency, stakeholder engagement, materiality and – most importantly – steady progress on our material focus areas.

CORPORATE GOVERNANCE GUIDELINES

The Board has adopted Corporate Governance Guidelines that govern the structure and function of the Board and establish the Board’s policies on a number of corporate governance issues. Among other matters, the Corporate Governance Guidelines address:

Director selection, qualification and responsibilities;

18

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

The holding and frequency of executive sessions of independent Directors, Board self-evaluation and senior executive performance reviews;
Board committee structure and function;
Succession planning; and
Governance matters, standard of business conduct and Board committee responsibilities.

The Corporate Governance Guidelines were most recently amended as of May 26, 2020, and can be viewed on the Company’s website at www.pdce.com under “Corporate Governance.” The Company’s website materials are not incorporated by reference into this Proxy Statement.

Other Directorships

The Corporate Governance Guidelines also address Directors’ service on other public company boards. Recognizing the substantial time commitment required of public company board directors, the Corporate Governance Guidelines state that Directors are expected to serve on other public company boards only to the extent that such services do not detract from the Directors’ ability to serve on PDC’s Board. In no case may PDC Directors serve on more than two public company boards (in addition to PDC’s Board). The ESG&N Committee reviews and oversees Directors’ service on other public company boards regularly and no less than annually.

All of PDC’s Directors are currently in compliance with the Corporate Governance Guidelines’ other public company board service requirements. Still, certain investors and organizations consider Mr. Peterson’s service as CEO of Whiting while serving on the boards of PDC, Whiting, and Denbury to constitute over-boarding. However, in light of the recently announced Whiting/Oasis Transaction (see footnote (1) to the Director biographies above), we believe Mr. Peterson’s plan to step down as CEO of Whiting and no longer be a full-time employee of Whiting, and instead serve as Executive Chair of the Board of Directors of the combined company, alleviates previous over-boarding concerns.

UNCONTESTED ELECTIONS POLICY

The Corporate Governance Guidelines include an Uncontested Elections Policy (the “Policy”). Under the Policy, any nominee for Director in an uncontested election who receives a greater number of “withhold” votes than “for” votes will submit to the Board a letter of resignation for consideration by the ESG&N Committee. The ESG&N Committee will promptly consider the tendered resignation and will recommend to the Board whether or not to accept the tendered resignation or to take other action, such as rejecting the tendered resignation and addressing the apparent underlying causes of the “withhold” votes in a different way.

In making this recommendation, the ESG&N Committee will consider all factors deemed relevant by its members. These factors may include the underlying reasons for stockholders’ withholding of votes from such Director nominee (if ascertainable), the length of service and qualifications of the Director whose resignation has been tendered, the Director’s contributions to the Company, whether the Company will remain in compliance with applicable laws, rules, regulations and governing documents if it accepts the resignation and, generally, whether or not accepting the resignation is in the best interests of the Company and its stockholders. In considering the ESG&N Committee’s recommendation, the Board will take into account the factors considered by the ESG&N Committee and such additional information and factors as the Board believes to be relevant.

CODE OF BUSINESS CONDUCT AND ETHICS

The Company has a Code of Business Conduct and Ethics (the “Code of Conduct”) that applies to all Directors, officers, employees, agents, consultants and representatives of the Company and is reviewed at least annually by the ESG&N Committee. The Company’s principal executive officer, principal financial officer

PDC ENERGY   Graphic  2022 PROXY

19


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

and principal accounting officer are subject to additional specific provisions under the Code of Conduct. The Code of Conduct is reviewed and acknowledged annually by the Board and can be viewed on the Company’s website at www.pdce.com under “Corporate Governance.” In the event the Board approves an amendment to or a waiver of any provisions of the Code of Conduct, the Company will disclose the information on its website.

FAMILY RELATIONSHIPS AND OTHER ARRANGEMENTS

There is no family relationship among any Directors or executive officers of the Company. There are no arrangements or understandings among any Directors or officers and any other person pursuant to which the person was selected as an officer or Director of the Company, except with respect to Paul J. Korus and Lynn A. Peterson who were appointed to the Board following the closing of the merger with SRC in January 2020 pursuant to the related merger agreement.

DIRECTOR INDEPENDENCE

In affirmatively determining whether a Director is “independent,” the Board analyzes and reviews NASDAQ listing standards, which set forth certain circumstances under which a director may not be considered independent. Mr. Brookman, the President and CEO of the Company, is not independent under such standards. Audit Committee and Compensation Committee members are subject to additional, more stringent independence requirements.

The Board has reviewed the business and charitable relationships between the Company and each Non-Employee Director to determine compliance with the NASDAQ listing standards and to evaluate whether there are any other facts or circumstances that might impair a Non-Employee Director’s independence. The Board has affirmatively determined that each of the Non-Employee Directors was independent under NASDAQ Listing Rule 5605, the Exchange Act, and our Board committee charter requirements at all times while serving as a Non-Employee Director.

THE BOARD’S ROLE IN RISK MANAGEMENT

In the normal course of its business, the Company is exposed to a variety of risks. The Company operates an enterprise risk management program which is designed to strengthen the consistency of risk consideration in making business decisions, for which program the Audit Committee provides oversight. The Board understands that it is not possible or desirable to eliminate all risk and that appropriate risk-taking is essential in order to achieve the Company’s objectives.

The Board is responsible for general oversight of the risks of the Company, including overseeing risks related to the Company’s key strategic goals. While the entire Board is responsible for Company-wide risk oversight, individual committees also have roles in risk review. The Audit Committee is the primary committee overseeing the risk management program, including enterprise risk and cybersecurity risks, and specifically reviews risks and related controls in areas that it considers fundamental to the integrity and reliability of the Company’s financial statements. The Compensation Committee considers the structure and size of the Company’s compensation plans to ensure the incentives therein are appropriately aligned with the Company’s risk management strategy, as described in this Proxy Statement. The Company believes the Board leadership structure supports its risk oversight function. Among other things, there is open and continuous communication between the Company’s management and the Directors.

TRANSACTIONS WITH RELATED PARTIES

During 2021, there was no transaction or series of transactions, nor is there any currently proposed transaction, involving an amount exceeding $120,000 in which the Company is or was a participant and in which any Director, executive officer, known holder of more than five percent of the Company’s voting

20

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

securities, or any member of the immediate family of any of the foregoing persons, had or has a direct or indirect material interest for which disclosure is required under Item 404 of Regulation S-K.

POLICIES AND PROCEDURES WITH RESPECT TO TRANSACTIONS WITH RELATED PARTIES

The Board has adopted a written policy for the review, approval and ratification of transactions that involve related parties and potential conflicts of interest. The related-party transaction policy applies to each Director and executive officer of the Company, any Director nominee, any security holder who is known to own more than five percent of the Company’s voting securities, any immediate family member of any of the foregoing persons and any corporation, firm or association in which one or more of the Company’s Directors or executive officers have a substantial interest.

Under our related-party transaction policy, a related-party transaction is a transaction or arrangement involving a related party in which the Company is a participant or that would require disclosure in the Company’s filings with the SEC as a transaction with a related party. The related party must disclose to the Audit Committee any potential related-party transaction and must disclose all material facts with respect to such transaction and relationship. All related-party transactions so disclosed will be reviewed by the Audit Committee. In determining whether to approve or ratify a transaction, the Audit Committee will consider the relevant facts and circumstances of the transaction, which may include factors such as the relationship of the related party to the Company, the materiality or significance of the transaction to the Company and the business purpose and reasonableness of the transaction, whether the transaction is comparable to a transaction that could be available to the Company from an unrelated party and the impact of the transaction on the Company’s business and operations.

OTHER CORPORATE GOVERNANCE DOCUMENTS

The Company’s website includes the following governance documents:

Graphic

    Director Nomination Procedures

   Code of Business Conduct and Ethics 

    Stock Ownership Guidelines

   Compensation Committee Charter

    Insider Trading Policy

   Audit Committee Charter

    Shareholder Communication Policy

   ESG&N Committee Charter

    Corporate Governance Guidelines

COMMUNICATION WITH THE COMPANY BY STOCKHOLDERS

The Company values comprehensive engagement with its stockholders. Stockholders may communicate with the Company’s management by writing to the Company’s corporate headquarters or by emailing to IR@pdce.com, or with the Board or a committee of the Board by emailing to board@pdce.com with “Board Communication” or the appropriate Board committee indicated in the subject line.

ADDITIONAL INFORMATION

The Company files annual, quarterly and current reports, proxy statements and other information with the SEC. Copies of the Company’s SEC filings are available at http://www.sec.gov and through a link from the Company’s website at www.pdce.com. The Company’s website materials are not incorporated by reference into this Proxy Statement.

PDC ENERGY   Graphic  2022 PROXY

21


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

PROPOSAL NO. 2—APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RESOLUTION SET FORTH IN THIS PROPOSAL NO. 2. PROPERLY SUBMITTED PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.

The stockholders of the Company are entitled to cast a non-binding advisory vote at the Annual Meeting on the compensation of the Company’s Named Executive Officers. While this vote is non-binding, the Board and the Compensation Committee value the opinions of our stockholders and take into consideration the outcome of the vote in connection with their ongoing evaluation of the Company’s executive compensation program. The Company has determined to hold this advisory, “say-on-pay” vote annually, consistent with the stated preferences of our stockholders and with the results of our 2017 Annual Meeting of Stockholders where the majority of the votes cast were in favor of an annual advisory vote. The next non-binding advisory vote regarding such frequency will be held at the 2023 Annual Meeting of Stockholders, in accordance with SEC rules.

As described more fully under “Compensation Discussion and Analysis” below, the Company’s executive compensation program is designed to attract, motivate and retain individuals with the skills required to formulate and drive the Company’s strategic direction and achieve the annual and long-term performance necessary to create stockholder value. The program also seeks to align executive compensation with stockholder value on an annual and long-term basis through a combination of base pay, annual incentives and long-term incentives.

The Company’s practice of targeting the median in compensation and placing a significant portion of each Named Executive Officer’s compensation at-risk demonstrates its pay-for-performance philosophy. In 2021, 87% of our CEO’s compensation and 81% of the compensation of our CFO, EVP – Corporate Development and Strategy, SVP General Counsel, Secretary, and SVP Operations was made up of “at-risk” components.

Each of the Named Executive Officers has been granted significant equity awards, including awards subject to annual vesting over a three-year period and performance share units subject to a three-year performance period, to provide a stake in the Company’s long-term success. The Company also has Stock Ownership Guidelines applicable to its Named Executive Officers. The Company believes that this “tone at the top” guides the Company’s other officers and management personnel to obtain and maintain meaningful ownership stakes in the Company.

2021 “Say-on-Pay” Results and Investor Engagement

At our 2021 Annual Meeting, we received approximately 69% support for our “say-on-pay” proposal. We believe that some stockholders voted against the proposal due to concerns regarding severance payments made to our former COO Scott Reasoner in connection with his voluntary retirement in 2020. The Compensation Committee and the full Board took the outcome of this vote seriously and were highly focused on gathering and responding to our stockholders’ feedback regarding our executive compensation programs. Members of our Board and management team conducted comprehensive stockholder outreach in the second half of 2021 and early 2022—in addition to various stockholder discussions held in May 2021 leading up to the 2021 Annual Meeting. Through these stockholder outreach efforts, the Compensation Committee provided the reasons for Mr. Reasoner’s retirement payments, but also aimed to understand our stockholders’ concerns and incorporate feedback regarding cash payments upon retirement and our executive compensation programs generally.

22

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

In total, we contacted stockholders representing nearly 70% of our outstanding common stock and held telephonic or video meetings with stockholders representing approximately 40% of our outstanding common stock. Our engagement team included the Chairman of our Board and the ESG&N Committee, the Chair of our Compensation Committee, members of our ESG&N and Compensation Committees, and representatives of management, including our CEO, CFO, SVP General Counsel and Director of Investor Relations. While the primary focus of engagement was to discuss the retirement payments to Mr. Reasoner and PDC’s plans to address future concerns, we also discussed topics including Board governance, environmental and social issues and PDC’s overall executive compensation framework.

In evaluating potential changes to our executive compensation program, specifically as it relates to executive retirement, the Compensation Committee:

(i)determined the Company will not provide material cash termination payments in the future as a result of voluntary retirement, and

(ii)added language to the Company’s 2022 RSU and PSU award agreements for executive officers to provide for potential vesting or continued vesting post retirement at the Compensation Committee’s sole and absolute discretion, taking into account, among other things, circumstances surrounding the retirement, whether the executive provided sufficient advance notice of their intent to retire, whether the executive located and/or trained a successor for their position and otherwise minimized disruption to the Company’s business, the executive’s length of continuous service from and after the grant date, the executive’s length of total service to the Company, the executive’s job performance, and any other factors the Compensation Committee deems relevant in its sole and absolute discretion.

Named Executive Officer Compensation Recommendation

In light of the Company’s outreach efforts and response to the 2021 say-on-pay vote and based on the Company’s overall sound executive compensation framework, the Company believes that the compensation of the Named Executive Officers, as further described below, is appropriate and reasonable, and that its compensation programs and practices are sound and in the best interests of the Company and its stockholders. Stockholders are being asked to vote on the following resolution:

RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the “Compensation Discussion and Analysis,” compensation tables and narrative disclosure in this Proxy Statement for the Company’s 2022 Annual Meeting.

This advisory vote will be approved if it receives the affirmative vote of a majority of shares of common stock of the Company present or represented at the Annual Meeting and entitled to vote on this proposal. Abstentions will be counted as votes against this proposal. Broker non-votes will not affect the outcome of this proposal.

PDC ENERGY   Graphic  2022 PROXY

23


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

EXECUTIVE COMPENSATION

EXECUTIVE OFFICERS

The current executive officers of the Company, their principal occupations for the past five years and additional information is set forth below.


Chief Executive Officer

59

None

Graphic

BARTON R. BROOKMAN

President and
Chief Executive Officer

Age: 59

    

Mr. Brookman joined the Company in 2005 and currently serves as Director, President and CEO. See biographical information concerning Mr. Brookman above.

A person in a suit and tie

Description automatically generated with medium confidence

Lance A. Lauck

Executive Vice President Corporate Development & Strategy

Age: 59

    

Mr. Lauck joined the Company in August 2009 as Senior Vice President Business Development and was named Executive Vice President Corporate Development and Strategy in January 2015. Mr. Lauck has overall responsibility for PDC’s business development, acquisitions and divestitures, strategic planning, corporate reserves and midstream and marketing. Previously, Mr. Lauck served as Vice President—Acquisitions and Business Development for Quantum Resources Management LLC from 2006 to 2009. From 1988 until 2006, Mr. Lauck worked for Anadarko Petroleum Corporation, where he initially held production, reservoir and acquisition engineering positions before being promoted to various management level positions in the areas of acquisitions and business development, ending his service as General Manager, Corporate Development. From 1984 to 1988, Mr. Lauck worked as a production engineer for Tenneco Oil Company. Mr. Lauck graduated from the University of Missouri-Rolla in 1984 with a Bachelor of Science degree in Petroleum Engineering.

55

Audit
• Environmental, Social, Governance and Nominating

Reporting to Boeing’s CEO and the audit committee, Ms. Sands oversaw a diverse team including corporate audit, ethics and investigations, compliance risk management, security, and internal services. During her 20-year career at Boeing, Ms. Sands served in several financial and governance roles with increasing responsibility, including Director of Corporate Treasury, Vice President Investor Relations, Financial Planning & Analysis, and Corporate Controller. Prior to Boeing, Ms. Sands served in finance roles at General Motors Corporation and Ameritech Communications, Inc., among others. Ms. Sands currently serves on the boards of SP Plus Corporation and National Philanthropic Trust, and is Chair for Start Early, a non-profit champion for quality early learning.

Business Administration from University of Michigan and an M.B.A. from the Kellogg School of Management at Northwestern University.

55

Audit
• Environmental, Social, Governance and Nominating

Reporting to Boeing’s CEO and the audit committee, Ms. Sands oversaw a diverse team including corporate audit, ethics and investigations, compliance risk management, security, and internal services. During her 20-year career at Boeing, Ms. Sands served in several financial and governance roles with increasing responsibility, including Director of Corporate Treasury, Vice President Investor Relations, Financial Planning & Analysis, and Corporate Controller. Prior to Boeing, Ms. Sands served in finance roles at General Motors Corporation and Ameritech Communications, Inc., among others. Ms. Sands currently serves on the boards of SP Plus Corporation and National Philanthropic Trust, and is Chair for Start Early, a non-profit champion for quality early learning.

Business Administration from University of Michigan and an M.B.A. from the Kellogg School of Management at Northwestern University.

24

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

Graphic

R. Scott Meyers

Chief Financial Officer

Age: 47

    

Mr. Meyers, a CPA, joined the Company in March 2009, and was named Chief Accounting Officer in April 2009 and then promoted to Chief Financial Officer in January 2018. Prior to joining the Company, Mr. Meyers served as a Senior Manager with Schneider Downs Co., Inc., an accounting firm based in Pittsburgh, Pennsylvania, from 2008 to 2009, and PricewaterhouseCoopers LLP from 2002 to 2008. Mr. Meyers holds a Bachelor of Science degree in Accounting from Grove City College, Pennsylvania.

55

Audit
• Environmental, Social, Governance and Nominating

Reporting to Boeing’s CEO and the audit committee, Ms. Sands oversaw a diverse team including corporate audit, ethics and investigations, compliance risk management, security, and internal services. During her 20-year career at Boeing, Ms. Sands served in several financial and governance roles with increasing responsibility, including Director of Corporate Treasury, Vice President Investor Relations, Financial Planning & Analysis, and Corporate Controller. Prior to Boeing, Ms. Sands served in finance roles at General Motors Corporation and Ameritech Communications, Inc., among others. Ms. Sands currently serves on the boards of SP Plus Corporation and National Philanthropic Trust, and is Chair for Start Early, a non-profit champion for quality early learning.

Business Administration from University of Michigan and an M.B.A. from the Kellogg School of Management at Northwestern University.

A picture containing person

Description automatically generated

Nicole L. Martinet

General Counsel, Senior Vice President & Secretary

Age: 45

    

Ms. Martinet joined the Company in March 2011 as Associate General Counsel and Vice President, serving in that position for seven years. In January 2019, Ms. Martinet was named General Counsel, Senior Vice President and Corporate Secretary. Prior to joining PDC, she served as an associate in the Corporate Finance and Acquisitions group at Davis Graham & Stubbs LLP in Denver from 2006 to 2011. Ms. Martinet received her Juris Doctor from the University of Denver, Sturm College of Law, where she graduated in 2005 with Order of St. Ives and served on the Denver University Law Review. Ms. Martinet has over 22 years of professional experience and holds a Bachelor of Science in Economics and French and Francophone Studies from Santa Clara University in California.

PDC ENERGY   Graphic  2022 PROXY

25


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

55

Audit
• Environmental, Social, Governance and Nominating

Reporting to Boeing’s CEO and the audit committee, Ms. Sands oversaw a diverse team including corporate audit, ethics and investigations, compliance risk management, security, and internal services. During her 20-year career at Boeing, Ms. Sands served in several financial and governance roles with increasing responsibility, including Director of Corporate Treasury, Vice President Investor Relations, Financial Planning & Analysis, and Corporate Controller. Prior to Boeing, Ms. Sands served in finance roles at General Motors Corporation and Ameritech Communications, Inc., among others. Ms. Sands currently serves on the boards of SP Plus Corporation and National Philanthropic Trust, and is Chair for Start Early, a non-profit champion for quality early learning.

Business Administration from University of Michigan and an M.B.A. from the Kellogg School of Management at Northwestern University.

A person wearing glasses and a suit

Description automatically generated with medium confidence

David J. Lillo

Senior Vice President Operations

Age: 57

    

Mr. Lillo was appointed as a member of the Senior Management Team for the Company in September 2020. He was promoted to Senior Vice President, Operations in March 2019 after joining the Company as Vice President, Operations in September 2015. Mr. Lillo has over 32 years of experience in exploration, production, and operations engineering management. Prior to joining the Company, Mr. Lillo was with Bonanza Creek Energy from 2013-2015 serving as Senior Vice President of Production & Operations, after being promoted from VP, Rocky Mountain Asset Management over the Rocky Mountain and Mid-Continent assets. From 2005-2013, Mr. Lillo held numerous positions with Noble Energy, Inc. including Development and Operations Manager, Manager of Major Projects and Infrastructure, and District Manager for the DJ Basin. Prior to that, he was with Patina Oil and Gas Corporation from 1998-2005, serving in positions of increasing responsibility, including Operations Manager and District Production Manager overseeing Wattenberg operations. Prior to 1998, Mr. Lillo held several operational and technical positions for various companies with operations in Kansas, North Dakota, and California. Mr. Lillo holds a Bachelor of Science degree in Petroleum Engineering from the Colorado School of Mines.

Messrs. Brookman and Lauck were executive officers of the Company in September 2013, when each of twelve partnerships for which the Company was the managing general partner filed for bankruptcy in the federal bankruptcy court, Northern District of Texas, Dallas Division. Messrs. Brookman and Lauck were executive officers of the Company in September 2016, when two other partnerships, for which the Company also served as the managing general partner, filed for bankruptcy in the same federal bankruptcy court. With the exception of Ms. Martinet and Mr. Lillo, each of the above were executive officers of the Company in October 2018, when two additional partnerships, for which the Company also served as managing general partner, filed for bankruptcy in the same federal bankruptcy court. All partnerships for which the Company was the managing general partner have been dissolved.

26

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors of the Company has reviewed and discussed the following Compensation Discussion and Analysis with management and, based on its review and discussions, recommends its inclusion in this Proxy Statement.

David C. Parke, Chair

Paul J. Korus

Mark E. Ellis

Carlos A. Sabater

COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

PDC ENERGY   Graphic  2022 PROXY

27


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

In establishing the Company’s compensation program, the Compensation Committee (referred to in this section as the “Committee”) continuously considers feedback from the Company’s stockholders and its compensation consultant and strives to adhere to compensation best practices. As such, this Compensation Discussion & Analysis (“CD&A”) illustrates the evolution of the Company’s compensation program and provides stockholders with an understanding of our compensation philosophy, objectives, policies and practices in place during 2021, as well as the factors considered by the Committee in making compensation decisions. This CD&A focuses on the 2021 compensation of our President and Chief Executive Officer (“CEO”), our Chief Financial Officer (“CFO”), and our three other most highly compensated executive officers. The individuals described above are identified by name and title in the chart below and are collectively referred to throughout this Proxy Statement as our “Named Executive Officers,” or “NEOs”:

OFFICER

TITLE

Barton R. Brookman

President and Chief Executive Officer

R. Scott Meyers

Senior Vice President—Chief Financial Officer

Lance A. Lauck

Executive Vice President—Corporate Development and Strategy

Nicole L. Martinet

Senior Vice President—General Counsel and Secretary

David J. Lillo

Senior Vice President—Operations

EXECUTIVE SUMMARY

2021 Business Highlights

Despite the continuing challenges in 2021 due to the COVID-19 pandemic, the Company continued to successfully achieve its operational and strategic goals and to develop its two premier U.S. onshore assets in the core Wattenberg Field and Delaware Basin. The Company also further enhanced its focus on ESG initiatives and commitment to best-in-class environmental and safety practices and consistent stakeholder engagement.  In 2021, PDC announced GHG and methane emission intensity reduction targets for each of 2025 and 2030.  The Company also continued its board refreshment initiatives with the appointment of two new diverse members.

28

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

Other key highlights and achievements in 2021 are further illustrated and described below:

Timeline

Description automatically generated

(1) Adjusted Free Cash Flow (FCF), a non-GAAP financial measure, is defined as net cash from operating activities, before changes in working capital, less oil & gas capital investments. See Appendix A for reconciliation.

2021 Key Compensation Actions and Outcomes

The Committee implemented several key design changes to our executive compensation program between 2019 and 2020 in response to stockholder feedback, and therefore maintained a generally consistent compensation framework from 2020 to 2021.

The Committee made the following pay outcome determinations for our NEOs for fiscal year 2021:

Kept base salaries flat year over year, other than for Mr. Meyers and Ms. Martinet, whose base salaries were modestly increased to reflect the Committee’s determination to continue to bring each of their salaries closer to the market median over time, as the number of years in their roles increases;
Kept target bonus percentages flat year over year for all NEOs; and
Provided slight increases to long-term incentive amounts for all NEOs for our February 2021 grants, with an average increase of approximately 6%.

In January and February 2022, the Committee evaluated the Company’s 2021 financial, operational and strategic accomplishments and determined the following pay outcomes:

A 2021 annual cash incentive payout at 160% of target; and
2019 PSU awards ranked at the 86th percentile of peers, which correlated to 190% of the targeted shares earned based on PDC’s relative three-year total shareholder return (“TSR”) performance. The value realized, based on a 2021 year-end stock price of $48.78, represented an increase of 155% from the original targeted grant date value.

PDC ENERGY   Graphic  2022 PROXY

29


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

Compensation Best Practices

We believe our executive compensation program is aligned with current governance trends, and contains stockholder-friendly features as outlined below:

Our Practices
(What We Do)

  

Practices We Have Not Implemented
(What We Don’t Do)

    Pay for Performance—Our NEOs’ total compensation is heavily weighted toward performance-based pay. Our annual incentive program is based on performance against key operational and financial metrics. The value delivered by our equity grants is tied to both absolute and relative stockholder return performance.

    Executive Ownership Guidelines—We have Stock Ownership Guidelines for our executives and Directors that are consistent with what we believe to be corporate governance best practices.

    External Benchmarking—We assess competitors’ compensation data based on an appropriate group of peers and other relevant survey data prior to making any compensation decisions.

    Double-Trigger Change-of-Control Severance Benefits—In the event of a change of control, our severance plan and our grandfathered employment contract provide for cash severance benefits only if the executive is actually or constructively terminated without cause following the change of control event.

    Clawback Policy—We have clawback provisions in place in the event of a restatement of all or a portion of our financial statements due to material noncompliance with financial reporting requirements under securities laws.

    Compensation Doesn’t Encourage Excessive Risk—There is an appropriate balance between long-term and short-term focus in our compensation programs and the Committee has the ability to apply negative discretion to annual cash incentive payouts to ensure risk mitigation occurs in management decision-making.

    Independent Compensation Consultant—We have engaged an independent compensation advisor who reports directly to the Committee.

    Independent Compensation Committee—Our Committee is comprised solely of independent Directors.

    No Golden Parachute Excise Tax Gross-Ups—We do not provide gross-up payments to reimburse our executives for any tax obligations that would be incurred upon a change of control of the Company.

    No New Employment Contracts and/or Excessive Severance Benefits—We no longer provide employment contracts to new executives (Mr. Lauck is our only remaining executive with a grandfathered contract). Severance benefits under both our severance plan and employment agreement are reasonable as compared to peer companies in our industry, and there are no liberal change of control definitions, excessive severance benefits or similar practices.

    No Excessive Perquisites—We provide only modest perquisites that are consistent with peer companies in our industry.

    No Repricing—We do not permit repricing of underwater stock options/SARs without stockholder approval.

    Prohibited Transactions—Hedging transactions, short selling, short-term trading, pledging PDC stock, and other transactions that may distract from or conflict with the long-term business objectives of the Company are strictly prohibited for all officers and Directors of the Company under our Insider Trading Policy.

30

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

Responsiveness to Stockholder Interests and Market Environment

Over the past several years, based on stockholder feedback and our analysis of market and business trends, we have made a number of changes to our executive compensation program showing responsiveness to stockholder feedback and evolving market conditions. We made significant changes to our program between 2019 and 2020, and therefore maintained a generally consistent compensation framework from 2020 to 2021.

In 2021 and early 2022, members of our Board and management team conducted comprehensive stockholder outreach in response to our 2021 say-on-pay vote. In total, we contacted stockholders representing nearly 70% of our outstanding common stock and held telephonic or video meetings with stockholders representing approximately 40% of our outstanding common stock. Through this outreach effort, we aimed to understand our stockholders’ concerns and incorporate feedback, including with regard to cash payments to our executives upon retirement and our executive compensation programs generally. See “2021 ‘Say-on-Pay’ Results and Investor Engagement” discussion above.

Acquisition of Great Western Petroleum, LLC

On February 28, 2022, PDC announced the planned acquisition of Great Western Petroleum, LLC, a Denver-based DJ Basin operator (the “Great Western Acquisition”), with expectations to close the transaction in the second quarter 2022. The Company anticipates the Great Western Acquisition will be accretive to key financial and operating metrics including adjusted FCF, FCF per share, stockholder returns, oil mix, G&A per Boe and LOE per Boe; be accretive to the Company’s current GHG and methane emission intensities while supporting the Company’s 2025 and 2030 emission intensity reduction goals through deployment of existing technologies in new and retrofitted facilities as well as enhancements to our data collection and modeling methods (see “Environmental, Social and Governance” above); and further enhance the Company’s best-in-class community stewardship programs.

EXECUTIVE COMPENSATION PHILOSOPHY

The principal tenets of our compensation philosophy are as follows:

Our executive compensation programs should be designed to align our executives’ interests with those of our stockholders. Over the years we have evolved our executive compensation programs to meaningfully address stockholder feedback and adopt best practices. A substantial portion of our NEOs’ compensation is provided in the form of long-term equity incentives that tie executive pay to stock price performance. In addition, we require each of our NEOs to remain compliant with our Stock Ownership Guidelines.
Our executive compensation programs should be competitive with our peers to attract, retain and reward effective leaders. We evaluate the range of current industry compensation practices to provide external benchmarks that help to guide our executive compensation structure. We determine individual total compensation targets within this framework to provide compensation that correlates with the compensation of the Company’s peers. Generally, we target total compensation around the median level for similar positions at comparable companies, unless specific circumstances warrant otherwise.
Our executive compensation programs should be designed to support a performance-based culture. The majority of each NEO’s compensation is at-risk and is based on a combination of attainment of short-term goals in support of our long-term strategy, long-term stock performance relative to our peers, and actual total stockholder return. Our programs require a commitment to performance because total compensation is not guaranteed. Therefore, our programs provide above-target compensation when performance goals are met and below-target compensation when performance does not meet expectations.

PDC ENERGY   Graphic  2022 PROXY

31


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

Our executive compensation programs should encourage appropriate risk management. We believe that effective leadership in the oil and gas business requires taking prudent, but not excessive, business risks. To encourage this balance, we have structured our compensation programs to include three-year vesting schedules on all equity awards, and structured annual cash incentive awards using a payout that is comprised 75% of a formulaic determination based on quantitative short-term financial and operational objectives and 25% based on a review of qualitative strategic objectives, including those related to health, safety and the environment. We regularly review our compensation programs to ensure that our NEOs are not encouraged to take inappropriate or excessive risks.

2021 COMPENSATION PROGRAM DESIGN AND DECISIONS

Components and Purpose of Executive Compensation Program

Our executive compensation program is comprised of the following primary compensation elements:

2021 COMPENSATION ELEMENTS

2021 ROLE IN TOTAL COMPENSATION

Base Salary

     Compensates executives for their level of responsibility, skills, capabilities, experience and leadership.

Annual Cash Incentives

Cash Bonus – 75% based on quantitative metrics; 25% based on qualitative goals

     Rewards annual performance and aligns participants’ compensation with short-term financial, operational and strategic objectives specific to each calendar year;

     Motivates participants to meet or exceed internal and external performance expectations; and

     Recognizes individual contributions to the organization’s overall results.

Long-Term Equity-Based Incentives

Performance Share Units (PSUs) –
60% for our CEO; 50% for other NEOs

Restricted Stock Units (RSUs) –
40% for our CEO; 50% for other NEOs

     Rewards long-term performance directly aligned with stockholders’ interests;

     Provides a strong performance-based equity component;

     Recognizes and rewards share performance relative to industry peers;

     Aligns compensation with sustained long-term value creation;

     Helps executives to acquire a meaningful and sustained ownership stake; and

     Fosters executive retention by vesting awards over multiple years.

32

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

2021 Compensation Mix

By design, a significant portion of our executive officers’ compensation is performance-based. The following graphic shows the targeted fixed and variable or “at-risk” components of compensation awarded to our NEOs as a percentage of their total direct compensation for 2021. Eighty-seven percent of our CEO’s compensation and 81% of our other NEOs’ compensation was made up of variable or “at-risk” components.

Chart, pie chart

Description automatically generatedChart, pie chart

Description automatically generated

The charts above are based on 2021 base salaries, target bonus amounts with respect to 2021 annual cash incentive awards and the target values of the 2021 grants of performance-based PSUs and time-based RSUs. The amounts actually realized by our NEOs with respect to these awards will depend on a variety of factors including the level of attainment of the relevant performance metrics, the extent of vesting of PSUs and RSUs and the value of our stock when the PSUs and RSUs vest. These charts are not a substitute for the “Summary Compensation Table” below, which includes amounts supplemental to target total direct compensation.

Pay for Performance

Our executive compensation program is designed to align Company performance with the interests of our stockholders. The majority of our executives’ pay is tied to the short-term and long-term performance of the Company and our absolute and relative stock price performance. The following table illustrates the alignment

PDC ENERGY   Graphic  2022 PROXY

33


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

of pay and performance by comparing our CEO’s targeted compensation opportunities awarded in each of the last three years against the realizable value of those opportunities as of December 31, 2021.

Table, Excel

Description automatically generated

Methodology

Target Pay

  

Realizable Pay

Base salary rate as of year-end

Target annual cash incentive based on salary rate

Intended equity award grant values for grants made in each year

Base salary rate for the year

Actual annual cash incentive paid for 2019, 2020 and 2021 performance

Long-term incentive value of grants made in each year as of Dec 31, 2021 stock price ($48.78)

SARs: In-the-money value

Restricted Stock Units: number of shares granted x Dec 31, 2021 stock price (assumes all shares, vested/unvested, are held through Dec 31, 2021)

Performance Award: target number of shares x relative TSR ranking factor x Dec 31, 2021 stock price

Base Salaries

In determining base salary adjustments for 2021, the Committee considered the market data provided by its independent compensation consultant (see “Role of Independent Compensation Consultant” below), the role of each individual NEO, inflation and the recommendations of the CEO based on individual and Company performance. Based on the foregoing, for 2021, the Committee held NEO salaries flat, other than for Mr. Meyers and Ms. Martinet, whose base salaries were modestly increased to reflect the Committee’s determination to continue to bring each of their salaries closer to the market median over time, as the number of years in their roles increases.

34

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

Reduced

Year End

Year End

2020(1)

2020

2021

NAMED EXECUTIVE OFFICER

   

($)

    

($)

   

($)

Barton R. Brookman

$

803,000

$

850,000

$

850,000

R. Scott Meyers

401,000

 

425,000

 

475,000

Lance A. Lauck

430,000

 

455,000

 

455,000

Nicole L. Martinet

378,000

 

400,000

 

440,000

David J. Lillo

378,000

400,000

400,000

(1)
In response to the COVID-19 pandemic and precipitous drop in commodity prices during 2020, the Committee temporarily reduced salaries for over 40% of Company employees, including a 15% reduction in base salaries for NEOs beginning May of 2020, and continuing through October of 2020.

Annual Incentive Awards

Bonuses under the Company’s 2021 annual incentive program were based 75% on a strict formulaic determination of the level of achievement of quantitative operational and financial metrics established by the Committee and 25% based on the Committee’s assessment of the Company’s achievement of qualitative corporate goals. See “2021 Performance Metrics – Quantitative and Qualitative.”

Throughout the year, the Committee reviews the Company’s progress toward meeting the quantitative metrics and qualitative goals for the year. Following the end of the fiscal year, the Committee determines an overall Company performance rating based on the metrics and goals. Individual awards may be adjusted upward or downward at the Committee’s discretion based on individual performance. Such individual adjustments are anticipated to have a maximum range of +/−20%.

Graphic

Target Bonus Amounts

The Committee sets a target annual cash incentive award for each NEO expressed as a percentage of base salary. Actual awards can range from 0% - 200% of the targets depending on the payout percentage achieved and any individual performance adjustment. During 2021, the Committee kept target bonus

PDC ENERGY   Graphic  2022 PROXY

35


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

percentages flat year over year for all NEOs. The 2021 target annual cash incentive award levels for each NEO are as follows:

Target Annual 

 

Cash Incentive as 

 

% of Base Salary

 

NAMED EXECUTIVE OFFICER

    

2020

    

2021

 

Barton R. Brookman

115

%

115

%

R. Scott Meyers

90

%

90

%

Lance A. Lauck

90

%

90

%

Nicole L. Martinet

80

%

80

%

David J. Lillo

80

%

80

%

36

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

2021 PERFORMANCE METRICS – QUANTITATIVE AND QUALITATIVE

In 2021, we established specific quantitative targets and weightings for the operational and financial metrics used for the formulaic portion of the annual incentive program based on our 2021 budget and operating plans. These metrics are used as a means to balance operational objectives with capital discipline. During 2021, we also developed the qualitative corporate performance goals that we used for the qualitative portion of the annual incentive plan. The quantitative performance metrics and qualitative performance goals used in 2021 were as follows:

2021 Corporate Metrics Methodology

Metric

What it is

Why we use it

Weight

Quantitative Metrics (75% Cumulative Weighting)

15%

Environmental, Health and Safety (“EHS”)

Composite score measuring the performance of Total Recordable Injury Rate (“TRIR”), Preventable Vehicle Accident Rate (“PVAR”) and Spill Rate

Ensures the health and safety of our employees and communities in which we live and operate remains a top priority

15%

Adjusted Free Cash Flow (millions)

Net cash flow from operations (excluding changes in working capital) less oil and gas capital investment

Measures the ability to generate adjusted cash flows from operations in excess of total capital investment

15%

LOE + G&A (millions)

Sum of lease operating and general & administrative expenses

Ensures a focus on cost management

15%

Cash Return on Capital Invested (“CROCI”)

Net cash from operating activities (excluding changes in working capital) plus cash interest expense divided by two-year average gross Properties, Plants and Equipment

Effective measurement of the cash-on-cash return of every dollar invested

15%

Leverage Ratio

Total debt divided by earnings (before interest, taxes, depreciation, amortization and exploration expenses)

Measures the financial strength of a company and ensures a proper focus is on maintaining a strong balance sheet

Qualitative Metrics (25% Cumulative Weighting)

25%

Non-Quantitative Operational and Financial Goals

See 2021 Assessment on Qualitative Corporate Metrics below

Provides the Committee the ability to adjust incentive awards for important business events at year-end

The Committee generally reserves the right to adjust the quantitative metrics for certain categories of adjustments that are pre-approved by the Committee at the time the 2021 quantitative metrics are established, including but not limited to, unexpected business events such as acquisitions/dispositions, capital markets transactions and legal settlements or similar events, as further described in “2021 Assessment on Quantitative Corporate Metrics” below. We believe that the NEOs are compensated for stock price performance through the Company’s long-term equity incentive program and not through their annual bonus; however, the Committee may also consider absolute stock price performance in determining the qualitative portion of the annual incentive program for the year.

2021 Assessment on Quantitative Corporate Metrics

In February 2022, the Committee reviewed the Company’s 2021 performance relative to the quantitative operational and financial metrics described above, and determined that the metrics were generally achieved

PDC ENERGY   Graphic  2022 PROXY

37


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

at well above target level (and in most cases above the maximum level), corresponding to an earned outcome of approximately 164% of target, as follows:

Table, calendar

Description automatically generated

Actual performance is modified for certain categories of adjustments approved by the Committee at the time the 2021 quantitative metrics were established, as follows:

EHS excludes incidents outside of PDC’s control, such as injuries sustained in no-fault vehicle accidents, bee stings and third-party actions against PDC employees. Targets apply to assets operated for an entire calendar year.
Adjusted Free Cash Flow, a non-GAAP financial measure (see Appendix A for reconciliation), was based on ranges derived from actual SEC reserve pricing for the year, and is adjusted for the cumulative effect of adjustments to other metrics. Capital investments are the same as reported in year-end results, and exclude corporate capital. At the beginning of 2021, the Committee established various Adjusted Free Cash Flow goals based on potential oil price ranges, with increasing Adjusted Free Cash Flow goals as oil prices rose.  Ranges were set at a low of $35 or below and a high of $55 or above.  Since oil prices for 2021 generally fell above $55, the targets for the highest price band are reflected in the table above.
LOE and G&A exclude legal-related costs in excess of $2.25 million, deal costs in excess of $5 million, Colorado ballot initiative expenditures in excess of $2.8 million, the net impact of severance and retirement costs, costs associated with capital market transactions or debt restructuring and variance in actual bonus to be paid versus mid-year forecasts.
CROCI excludes acquisition and divestiture activity valued at more than $5 million, including effects on adjusted cash flow and PP&E and the cumulative effect of adjustments to other metrics.

38

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

Leverage ratio excludes A&D activity, capital market transactions and debt restructuring.

2021 Assessment on Qualitative Corporate Metrics

The Committee establishes qualitative metrics tied to the Company’s strategic priorities, which in 2021 included goals in the following four categories: (1) pathways to permits in Colorado; (2) ESG; (3) return of capital initiatives; and (4) technology and automation.

Based on its review and measurement of the Company’s 2021 qualitative goals, the Committee determined the Company achieved or exceeded nearly all of its 2021 qualitative goals, demonstrating significant accomplishments during the year, illustrated as follows (green check mark “minus” indicates substantial achievement of metric; green check mark indicates full achievement of metric; green check mark “plus” indicates exceedance of metric):

Text

Description automatically generated

2021 Bonus Awards

Based on the Company’s quantitative and qualitative achievements, the Committee awarded an overall Payout Percentage under the annual incentive plan of 160% of target.

In determining the individual cash incentive awards, the Committee generally felt that management achieved the results as a team, and each officer was instrumental in the overall accomplishments of the Company.

PDC ENERGY   Graphic  2022 PROXY

39


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

Therefore, no individual performance adjustments were made to the awards. Actual cash bonus amounts paid for 2021 performance were as follows:

    

2021 ANNUAL

BONUS

NAMED EXECUTIVE OFFICER

($)

Barton R. Brookman

$

1,564,000

R. Scott Meyers

$

684,000

Lance A. Lauck

$

655,200

Nicole L. Martinet

$

563,200

David J. Lillo

$

512,000

40

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

LONG-TERM INCENTIVE AWARDS

To align our long-term incentives with the interests of our stockholders over the long term and with our pay-for-performance philosophy, we award equity-based incentives to our NEOs on an annual basis. These awards place a meaningful portion of our NEOs’ compensation at risk based on stock price performance and provide NEOs with significant equity ownership in the Company. As in 2020, 2021 equity grants were allocated 60% to PSUs and 40% to time-based RSUs for our CEO and 50% to PSUs and 50% to time-based RSUs for all other NEOs. In addition, the Company maintained the absolute stock price modifier to its PSUs adopted in 2020 to continue better aligning payouts with absolute stock performance.

2021 Award Types and Terms

VEHICLE / PURPOSE

  

DESIGN FEATURES / TERMS

PSUs

Align compensation with the Company’s TSR relative to a group of peers in the industry.

The value of PSUs is dependent on both absolute stock price performance and relative TSR performance over a three-year period.

PSUs are denominated in units of Company stock with payout in shares of stock (or cash) based on the Company’s relative TSR over the specified performance period, as ranked among the comparably-measured TSR of the Company’s peer companies. In 2021, the Company continued using an absolute stock price modifier to better align payouts with absolute stock performance.

For 2021, the peer group selected for measuring relative TSR was the same as the compensation benchmarking peer group. See “Compensation Peer Group.”

The 2021 PSUs measure TSR over the performance period from January 1, 2021, through December 31, 2023, with payouts as follows:

Graphic

Should the Company finish in the top quartile of relative TSR and exceed the 15% annualized threshold, warranting a >250% payout, the actual payment will be capped at 250%. Should the Company finish in the bottom quartile of relative TSR, warranting a 0% payout, but also exceed the 15% annualized TSR threshold, a 50% payout will be made in lieu of the otherwise calculated 0% payout. No changes will be made in any other scenario.

To provide for a consistent number of peers throughout the performance period, the award agreement gives the Committee discretion to determine how a peer

PDC ENERGY   Graphic  2022 PROXY

41


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

VEHICLE / PURPOSE

  

DESIGN FEATURES / TERMS

that is acquired, merged, delisted, enters bankruptcy, or experiences certain other changes is treated in determining its TSR performance ranking.

PSUs are generally forfeited if the NEO voluntarily terminates or is terminated for cause prior to the vesting date. Payout under other termination scenarios is described under “Potential Payments upon Termination or Change of Control—Impact of Termination and Change of Control on Long-Term Equity-Based Incentive Plans.”

RSUs

Align compensation directly with the Company’s stock price, encourages retention and increases stock ownership in the Company

Notional units that entitle the holder to receive an equal number of shares of stock upon vesting. Awards vest annually over three years. Unvested awards are generally forfeited by the NEO if the NEO voluntarily terminates or is terminated for cause prior to the vesting date. For a description of what happens under other termination scenarios, see “Potential Payments upon Termination or Change of Control—Impact of Termination and Change of Control on Long-Term Equity-Based Incentive Plans.”

2021 Long-Term Incentive Awards

We typically determine the dollar value of the long-term incentive awards we want to deliver to the NEO to place total target compensation at the appropriate level for that position, based on market data, individual performance, and other relevant factors. While we consider long-term incentives to be primarily forward-looking, we may consider the Company’s and the NEOs’ performance in the prior year in determining the size of the awards. The table below shows the grants and corresponding value awarded to each NEO in February 2021.

    

Target Value

    

RSUs

    

PSUs

Name

($)

(#)

(#)

Barton R. Brookman

$

4,700,000

66,705

100,057

R. Scott Meyers

 

1,875,000

33,264

33,264

Lance A. Lauck

 

1,840,000

32,643

32,643

Nicole L. Martinet

1,250,000

22,176

22,176

David J. Lillo

 

1,100,000

19,515

19,515

The award values shown above differ from the accounting values reported in the Summary Compensation Table. In determining the number of RSUs and PSUs awarded, we used the five-day average closing stock price ending the day prior to the date of grant ($28.18 per share). The accounting value reflected in the Summary Compensation Table and 2021 Grants of Plan-Based Awards table is based on the grant date fair value of the awards on the date of grant.

42

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

2019-2021 Performance Share Unit (PSU) Payout

In 2019, we granted PSUs covering the three-year period from January 1, 2019 through December 31, 2021. The Company’s relative TSR for the performance period ranked at the 86th percentile of its peers, generally correlating to a payout of 190% of the targeted number of shares. See the “Option Exercises and Stock Vested” table below for the actual amounts received by each NEO. Due to the increase in stock price over the three-year period, the value earned at vesting represented an increase of 155% over the original target value (based on a 2021 year-end stock price of $48.78). The chart below shows the members of the peer group used for the 2019 grant, each company’s TSR performance and their relative rankings at the end of the period.

Company

TSR

Rank

% Rank

Payout % (1)

Matador Resources Company

108.4%

1

100%

SM Energy Company

73.2%

2

93%

PDC Energy, Inc.

59.8%

3

86%

190%

Parsley Energy, Inc.(2)

38.4%

4

79%

Cimarex Energy (2)

24.4%

5

72%

WPX Energy, Inc. (2)

15.7%

6

65%

SRC Energy (2)

(10.8%)

7

58%

Jagged Peak Energy (2)

(11.4%)

8

50%

Laredo Petroleum, Inc.

(20.6%)

9

43%

QEP Resources, Inc. (2)

(31.2%)

10

36%

Callon Petroleum

(32.1%)

11

29%

Carrizo Oil and Gas, Inc. (2)

(36.4%)

12

22%

Centennial Resources

(51.2%)

13

15%

Extraction Oil & Gas (3)

(100.0%)

14

8%

Oasis Petroleum, Inc. (3)

(100.0%)

15

0%

(1)Payout was determined based on the general formula, which provides for 100% payout if PDC is ranked at the 50th percentile of peers, a 200% payout if PDC is ranked at the 90th of peers, and an interpolated payout (which was 190% in this case) if PDC’s percentile ranking is between the 50th and 90th percentile, which it was for the 2019-2021 performance period. Absolute TSR payout minimums and maximums were not relevant to the payout determination, as PDC had positive absolute TSR for the performance period and the payout under the general formula exceeded the payout under the minimum formula.
(2)Carrizo Oil and Gas, SRC Energy, Jagged Peak Energy, Parsley, WPX, QEP, and Cimarex have been acquired. The remaining TSR for such companies was determined utilizing the XOP Index as the Successor Index.
(3)Extraction Oil & Gas and Oasis Petroleum filed for bankruptcy on June 14, 2020, and September 30, 2020, respectively, resulting in (100.0%) TSR for those peer companies for the performance period.

PDC ENERGY   Graphic  2022 PROXY

43


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

OTHER ELEMENTS OF COMPENSATION

In addition to the elements of total target direct compensation described above, our executive compensation program includes other elements of compensation that are designed primarily to attract and retain executives critical to our long-term success and to provide an overall compensation and benefits program that is competitive with other companies in our industry.

Element

    

Description and Purpose

Health and Welfare Benefits

We provide competitive health and welfare benefits that are intended to be comparable to those provided to employees at other companies in our industry. Our NEOs participate in our health and welfare programs on the same basis as all other employees.

Retirement Benefits (401(k) and Profit Sharing)

We provide retirement benefits that are intended to be comparable to those provided to employees at other companies in our industry. These benefits are intended to provide financial security by allowing employees to save for retirement through the Company’s 401(k) and Profit-Sharing Plan. The Company provides a dollar-for-dollar match up to 10% of compensation (up to IRS limits) plus a Profit-Sharing contribution that can range from 0% - 5% of compensation on an annual basis (up to IRS limits). Our NEOs participate in our 401(k) and Profit-Sharing Plan on the same basis as all other employees up to the IRS allowable limit.

For 2021, the 401(k) Match and Profit-Sharing Contribution for each NEO is shown in the Summary Compensation Table.

Perquisites

We provide modest perquisites for the convenience of our executives in meeting the demands of their positions, the value of which is generally consistent with those offered by other companies in our industry. These perquisites include a car allowance for business and personal use, athletic/non-golf club dues, and annual physicals.

For 2021, the value of the perquisites provided to each NEO is outlined in the Summary Compensation Table.

Severance and Change of Control Arrangements

We believe that severance protection plays a valuable role in attracting, motivating and retaining highly talented executives and that having an existing agreement in place is preferable to negotiating an exit package at the time of an NEO’s departure. Severance provisions give us the flexibility to make decisions regarding organizational issues with pre-established severance terms in place. In the event the Company faces an actual or potential change of control, severance benefits encourage executive officers to remain with the Company even though prospects for continued employment may be uncertain. We believe that the severance amounts that may be paid upon an involuntary termination following a change of control of the Company help to align the interests of the executive officers with the interests of the Company’s stockholders and strike a proper balance between the hiring, motivating and retention effects described above, and the need to avoid excessive benefits to executives. We consider these protections to be an important part of an executive’s compensation and believe that they are consistent with competitive practices in the oil and gas industry.

For a description of the severance programs and other individual arrangements, see “Potential Payments Upon Termination or Change of Control.”

44

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

2022 COMPENSATION PROGRAM AND BOARD CHANGES

For 2022, the Company made additional changes to its compensation program and Board composition, including the following:

To further establish our commitment to ESG, the Committee added quantitative metrics to our 2022 short-term incentive program regarding methane and greenhouse gas emissions reductions.
The Committee added certain qualitative goals to our 2022 short-term incentive program related to reduction in Delaware flaring intensity, ESG processes and controls frameworks, diversity & inclusion initiatives, meeting stockholder return objectives and working collaboratively with the state of Colorado and external stakeholders to obtain continued permit approvals.
To further tie our short-term incentive program to measurable performance, we changed our weighting of quantitative and qualitative metrics in the short-term incentive program from 75% to 25%, respectively, to 80% to 20%, respectively.
In February of 2022, we appointed another diverse Director, Pamela R. Butcher, to the Board.
oFive of the Company’s seven Director nominees have been added to the Board since the beginning of 2020, demonstrating our commitment to continued refreshment and resulting in average Board tenure of approximately 2.5 years.
oThree Directors are either female and/or self-identify as underrepresented minorities.

COMPENSATION PoLICIES AND PRACTICES

Process for Determining Executive Compensation

Annually, we review and approve our compensation program design, determine target total direct compensation, establish performance metrics under our annual and long-term incentive programs and determine award payouts based on achievement of Company and individual results. These discussions usually span numerous meetings and involve significant deliberation among the Committee, management, and the Consultant (as defined below) before approval. With respect to equity programs, we also consider the tax and accounting effect of the awards, dilution, and stock burn rates (based on total outstanding shares).

In determining target total direct compensation for our NEOs, we consider the following:

Our compensation objectives and philosophy;
Each NEO’s scope of responsibility, expertise and tenure;
The CEO’s assessment of the individual’s performance and recommendation regarding the compensation of the other NEOs; and
Market data for target total direct compensation (base salary, bonus targets and long-term incentives) from the peer group.

Our view is that an executive’s target compensation should reflect the current market value for that position, provided the executive has performed well in the prior year. We may adjust the mix of cash and long-term incentives but we generally target around the median of the market in total direct compensation considering the factors listed above, although it often takes time for newly-promoted executives’ compensation to reach the market median.

PDC ENERGY   Graphic  2022 PROXY

45


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

Assessing the Effectiveness of Our Compensation Programs

Annually, we review summaries of each NEO’s compensation history as well as all compensation payable upon each NEO’s termination of employment, including upon a change of control of the Company. We also do a “look-back” of realized pay relative to our peers and our share price performance to assess whether our programs as designed are truly paying for performance. The Committee uses these tools in addition to feedback from our stockholders, to determine whether changes to our program are needed.

Compensation Peer Group

In December 2020, the Committee approved the composition of the peer group of companies used for determining 2021 compensation. In selecting the peer group, the Committee considered whether changes to the previous year’s peer group were warranted based upon changes in the size, operations and/or capital structure of either the Company and/or the current or potential peer companies, including the following:

Size, scope and nature of business operations, ownership structure, prior financial performance and current financial information, including market capitalization, enterprise value, assets, production (amount and commodity mix), revenues, capital expenditures and reserves for each current peer company;
Assessment of this same information on potential new peers; and
Other factors that may render a current peer company no longer appropriate for inclusion in the peer group (e.g., financial status).

Once identified, the Committee typically utilizes this peer group for the following:

Compensation Benchmarking—to determine competitive total target direct compensation including base salaries, bonus targets and equity-based grants;
Total Shareholder Return—to measure relative total shareholder return under the Company’s PSU awards; and
Director Compensation—to determine outside Directors’ compensation.

Peer group compensation practices are determined using a combination of compensation data disclosed in the peers’ proxy statements and survey data for the peer group from Meridian Compensation Partners LLC’s “North America Oil and Gas Exploration and Production Survey.” The Company also uses this same survey as well as other industry surveys for determining compensation practices for the broader industry. The table below shows the peer groups for 2020 and 2021.

46

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

2020 Peers

2021 Peers

Callon Petroleum Company

Added

Centennial Resource Development

Centennial Resource Development

CNX Resources

Cimarex Energy

Cimarex Energy

Continental Resources

CNX Resources

Devon Energy

Diamondback Energy

Continental Resources

Extraction Oil & Gas

Marathon Oil

Devon Energy

Magnolia Oil & Gas

Ovintiv

Diamondback Energy

Matador Resources Company

Range Resources

Magnolia Oil & Gas

Oasis Petroleum, Inc.

Removed

Marathon Oil

Parsley Energy, Inc.

Callon Petroleum Company

Matador Resources Company

QEP Resources, Inc.

Extraction Oil & Gas

Ovintiv

SM Energy Company

Oasis Petroleum, Inc.

QEP Resources

Whiting Petroleum

Parsley Energy, Inc.

Range Resources

WPX Energy, Inc.

WPX Energy, Inc.

SM Energy Company

Whiting Petroleum

2022 Peer Group Changes: Due to additional M&A, the Committee replaced Devon, Continental and QEP with Callon, Chesapeake and Civitas. Additionally, Cimarex was replaced by Coterra Energy.

Role of Independent Compensation Consultant

The Committee has engaged Meridian Compensation Partners as an independent compensation consultant (the “Consultant”) to help develop and maintain executive compensation programs that are competitive and consistent with the Company’s compensation philosophy and policies. In retaining the Consultant, the Committee considers the following:

The Consultant’s reputation supporting compensation committees and familiarity with our executive compensation program design;
Experience of the Consultant in the energy exploration and production industry;
Range of compensation services offered by the Consultant; and
Independence of the Consultant, considering the independence factors outlined by the SEC.

The Committee determines the scope of the Consultant’s engagement, which includes:

Providing input into peer group identification and assessment;
Providing benchmarking on executive and outside director compensation for the Committee to use in its decision-making process;
Providing input into plan design discussions, payout alternatives and performance measures for annual and long-term incentives, individual compensation actions, and other aspects of compensation (e.g., employment agreements and perquisites);
Reviewing and providing feedback on the compensation-related disclosures in our proxy statement; and
Informing us about recent trends, best practices, and other developments affecting executive compensation.

PDC ENERGY   Graphic  2022 PROXY

47


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

The Consultant’s interactions with the Committee and management include the following:

The Consultant does not make recommendations on or approve the amount of compensation of any NEO;
The Committee may request information or advice directly from the Consultant and may direct the Company to provide information to, or solicit information from, the Consultant;
The Consultant regularly interacts with representatives of the Company and periodically with the CEO; and
The Consultant attends Committee meetings as requested.

The Committee annually reviews the engagement of the Consultant, and as a part of that process, reviews a summary of all services provided by the Consultant and related costs. Except as set forth above, the Consultant did not perform any other material services for the Company. The Consultant did not have any business or personal relationships with Committee members or executive officers of the Company and did not own any stock of the Company. The Consultant maintains policies and procedures designed to avoid such conflicts of interest. Accordingly, the Committee determined that the Consultant was not subject to any significant conflicts of interest.

Role of Management

Our CEO plays a significant role in determining the compensation levels of our other NEOs, which includes:

Recommending quantitative and qualitative performance measures under our annual cash incentive program;
Assessing the performance of the other NEOs; and
Recommending base salaries, annual incentive targets and long-term incentive awards for the forthcoming year, and annual incentive awards for the prior year.

At the Committee’s request, the CEO and other NEOs may also play a role in determining the following:

Quantitative and qualitative performance measures under our short-term incentive program;
Proposed peer group companies;
Design changes to our compensation and benefits programs; and
Assessment of the Company’s performance for the year with respect to achievement of performance measures under the annual incentive program.

The Committee determines each element of the CEO’s compensation with input from the Consultant. The Committee also determines each element of compensation for the other NEOs with input from the Consultant and the CEO. The CEO is not present during voting or deliberations concerning his own compensation.

Tax and Accounting Considerations

With respect to compensation paid under the Company’s plans, arrangements and agreements, we consider the impact of the applicable tax laws and accounting rules, including but not limited to Section 409A, Section 280G and Section 4999 of the Code. Currently, none of our severance arrangements or agreements provide for a gross-up for excise tax under Code Section 4999 and all our programs are intended to be either exempt from or to comply with Code Section 409A. We note that Section 162(m) of the Code limits the amount of compensation that we may deduct in any year to $1,000,000 per person with respect to our CEO and certain other highly compensated executive officers whose compensation is or has been included in the

48

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

Company’s proxy statement. We may be permitted to deduct certain historic items of compensation to the extent that they exceed the $1,000,000 per person annual limit under certain 162(m) grandfathering rules, although such deductibility is not guaranteed, and the focus of our programs is on driving Company performance, irrespective of whether compensation may be non-deductible because of the application of Code Section 162(m).

Clawback Policy

The NEOs are currently either covered under our clawback policy or, in the case of Mr. Lauck, a clawback provision in his grandfathered employment contract. Currently, the clawback policy and contractual provisions are identical and require the executive to reimburse all or a portion of their annual bonus, as described below, if the Company is required to restate its financial statements due to material noncompliance by the Company with any financial reporting requirement under applicable securities laws. The reimbursements are equal to the difference between the bonus paid to the executive for the affected year(s) and the bonus that would have been paid to the executive had the financial results been properly reported. These clawback requirements are in addition to any clawback requirements contained in applicable statutes or regulations and are subject to revision based on the SEC clawback rules under Section 954 of the Dodd-Frank Act, when finalized.

Stock Ownership

We have established Stock Ownership Guidelines for NEOs that are reviewed annually when compensation decisions are made. In satisfying the Stock Ownership Guidelines, NEOs are expected to:

Comply with the ownership guidelines within five years of becoming a NEO; and
Retain the net shares acquired through the vesting of RSUs and PSUs and the exercise of SARs if the NEO has not satisfied the required ownership level.

As of December 31, 2021, all of our NEOs exceeded the minimum stock ownership requirements as set forth in the table below.

    

    

Number of

    

Number of

Stock

Shares

Qualifying

Ownership

Required To

Shares Owned

Name/Year of Executive Status

Guidelines

Own(1)

at Year End

Barton R. Brookman (2008)

 

5x Base Salary

 

86,365

 

337,482

R. Scott Meyers (2018)

3x Base Salary

 

28,958

 

98,410

Lance A. Lauck (2009)

 

4x Base Salary

 

36,984

 

163,887

Nicole L. Martinet (2019)

3x Base Salary

26,824

 

49,501

David J. Lillo (2020)

 

3x Base Salary

 

24,385

68,764

(1)
Using the average daily closing price of the Company’s stock in December 2021, which was $49.21.

Qualifying holdings used to determine compliance with the minimum ownership requirements include stock owned directly and unvested time-based RSUs. PSUs and SARs are not included. Stock ownership requirements applicable to our NEOs are described under our Stock Ownership Guidelines, which can be reviewed on the Company’s website at www.pdce.com under “Corporate Governance.” The Company’s website materials are not incorporated by reference into this Proxy Statement.

PDC ENERGY   Graphic  2022 PROXY

49


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

Risk Management

We perform an annual risk assessment regarding our compensation programs. Based on our most recent assessment, we do not believe the Company’s executive or non-executive compensation structure is reasonably likely to have a material adverse effect on the Company. Risk-mitigating features of our executive and non-executive compensation structure include:

a balance of short-term and long-term incentive programs to maintain focus on both elements of Company performance;
limitations on awards payable to any individual under our incentive programs, along with Compensation Committee discretion to decrease the qualitative portion of annual incentive payouts in the event it believes excessive risk was taken;
“clawback” provisions applicable to all NEOs through the terms of their employment agreements or the Company’s Clawback Policy;
stock ownership requirements for our NEOs and Non-Employee Directors; and
an Insider Trading Policy that prohibits Directors and senior employees from transacting in Company shares without first obtaining pre-clearance from the Company’s General Counsel, even during open trading windows.

50

PDC ENERGY   Graphic  2022 PROXY


Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

SUMMARY COMPENSATION TABLE

  

  

  

  

  

  

Nonequity

  

  

Stock

Options/

Incentive Plan

All Other

Total

Salary

Bonus(1)

Awards(2)(3)

SARs

Compensation

Compensation(4)(5)

Compensation

Name and Principal Position

Year

($)

($)

($)

($)

($)

($)

($)

Barton R. Brookman

 

2021

$

850,000

$

2,000

$

7,351,198

$

$

1,564,000

$

57,040

$

9,824,238

President and Chief

 

2020

803,000

6,085,896

938,400

53,911

7,881,207

Executive Officer

 

2019

850,000

5,803,410

1,017,000

59,880

7,730,290

R. Scott Meyers

 

2021

 

475,000

 

2,000

 

2,767,565

 

684,000

 

52,290

 

3,980,855

Senior Vice President,

 

2020

 

401,000

 

 

2,265,067

 

367,200

 

40,500

 

3,073,767

Chief Financial Officer

2019

 

425,000

 

 

1,912,564

 

354,000

 

55,088

 

2,746,652

Lance A. Lauck

 

2021

 

455,000

 

2,000

 

2,715,898

 

655,200

 

54,850

 

3,882,948

Executive Vice President,

 

2020

 

430,000

 

 

2,265,067

 

393,120

 

49,600

 

3,137,787

Corp. Dev. and Strategy

 

2019

 

455,000

 

 

2,242,214

 

426,000

 

55,056

 

3,178,270

Nicole L. Martinet

 

2021

 

440,000

 

2,000

 

1,845,043

 

563,200

49,900

 

2,900,143

Senior Vice President,

 

2020

 

378,000

 

 

1,399,787

 

307,200

 

44,297

 

2,129,284

General Counsel and Secretary

 

2019

 

325,000

 

 

791,409

 

237,000

 

48,156

 

1,401,565

David J. Lillo(6)

 

2021

 

400,000

 

2,000

 

1,623,648