Definitive proxy statements

Pay vs Performance Disclosure

v3.24.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table

Pay Versus Performance

As previously discussed in the CD&A above, our Compensation Committee has focused on implementing executive compensation plans with the goal of tying our NEOs’ realized compensation to the achievement of Gulfport’s financial, operational, and strategic objectives, and aligning executive pay with changes in the value of our shareholders’ returns. The following table sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2023, 2022, 2021 and 2020.

Summary
Compensation
Table Total
for PEO1(1)(2)
(Cutt)
(b)

Summary
Compensation
Table Total
for PEO2(1)
(Wood)
(b)

Summary
Compensation
Table Total
for PEO3(2)
(Reinhart)
(b)

Compensation
Actually Paid
to PEO1
(Cutt)
(c)

Compensation
Actually Paid
to PEO2
(Wood)
(c)

Compensation
Actually Paid
to PEO3
(Reinhart)
(c)

Average
Summary
Compensation
Table Total
for non-PEO
NEOs
(d)

Average
Compensation
Actually Paid
to non-PEO
NEOs
(e)

Value of initial fixed $100 Investment based on:

Net
Income
($mm)
(h)

Adjusted
Free
Cash
Flow(4)
($mm)
(i)

Year

(a)

Total
Shareholder
Return(3)
(f)

Peer Total
Shareholder
Return(3)
(g)

2023(5)

$   385,141

n/a

$5,522,209

$9,977,442

n/a

$10,022,502

$2,162,249

$6,573,145

$196

$160

$1,471

$199

2022(6)

$6,447,544

n/a

n/a

$5,787,952

n/a

n/a

$   974,218

$1,232,477

$108

$159

$   495

$241

2021(7)

$3,823,399

$8,942,980

n/a

$4,153,397

$8,930,695

n/a

$4,004,438

$4,214,026

$106

$112

($   113)

$361

2020(8)

n/a

$2,773,653

n/a

n/a

$1,110,896

n/a

$1,092,898

$    261,907

n/a

n/a

($1,625)

$  41

(1)   The Company had two CEOs during 2021. Effective May 17th, 2021, Mr. Wood left his position of Chief Executive Officer and President of the Company and Mr. Cutt was appointed as Interim Chief Executive Officer and Board Chair and assumed the role of Chief Executive Officer and Board Chair on September 2, 2021.

(2)   The Company had two CEOs during 2023. On January 24th, 2023, Mr. Reinhart was appointed as President and Chief Executive Officer of the Company. Mr. Cutt continues to serve the Company as Board Chair.

(3)   TSR is determined based on the value of an initial fixed investment of $100 on December 31, 2019. The peer group TSR represents TSR of the S&P Oil & Gas Exploration & Production Index.

(4)   Adjusted Free Cash Flow is a non-GAAP measure defined as net cash provided by operating activities from the Company’s Consolidated Statement of Cash Flows less the sum of changes in operating assets and liabilities included in the operating activities section of the Consolidated Statement of Cash Flows less non-recurring general and administrative and other expenses from the Consolidated Statement of Operations less incurred capital expenditures and capitalized expenses. Adjusted Free Cash Flow was calculated assuming realized commodity pricing received throughout the year was consistent with the forward curve pricing used to set the approved Adjusted Free Cash Flow Metric in March of 2023.

(5)   The non-PEO NEOs during 2023 were Messrs Hodges, Craine, Rucker, Sluiter, and Buese.

(6)   The non-PEO NEOs during 2022 were Messrs Buese, Craine, and Sluiter.

(7)   The non-PEO NEOs during 2021 were Messrs Buese, Craine, Sluiter, Robert J. Moses, Quentin Hicks and Donnie Moore.

(8)   The non-PEO NEOs during 2020 were Messrs Craine, Sluiter, Hicks and Moore.

SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” (CAP) as reported in the Pay versus Performance Table. The following table details these adjustments:

      
Named Executive Officers, Footnote The Company had two CEOs during 2021. Effective May 17th, 2021, Mr. Wood left his position of Chief Executive Officer and President of the Company and Mr. Cutt was appointed as Interim Chief Executive Officer and Board Chair and assumed the role of Chief Executive Officer and Board Chair on September 2, 2021.      
Peer Group Issuers, Footnote TSR is determined based on the value of an initial fixed investment of $100 on December 31, 2019. The peer group TSR represents TSR of the S&P Oil & Gas Exploration & Production Index.      
Non-PEO NEO Average Total Compensation Amount $ 2,162,249 [1] $ 974,218 $ 4,004,438 $ 1,092,898
Non-PEO NEO Average Compensation Actually Paid Amount $ 6,573,145 [1] 1,232,477 4,214,026 261,907
Compensation Actually Paid vs. Total Shareholder Return

     
Compensation Actually Paid vs. Net Income

     
Compensation Actually Paid vs. Company Selected Measure

     
Tabular List, Table

The Company believes that the three key financial performance measures most relevant to linking pay and performance over the long term are, in no particular order, Adjusted Free Cash Flow, Net Income and TSR. The following three tables describe the link between those metrics and “compensation actually paid” (CAP) to our CEO and other NEOs in 2023 to Company performance.

      
Total Shareholder Return Amount [2] $ 196 [1] 108 [3] 106 [4] [5]
Peer Group Total Shareholder Return Amount [2] 160 [1] 159 [3] 112 [4] [5]
Net Income (Loss) $ 1,471 [1] 495 (113) (1,625)
Additional 402(v) Disclosure

Year

Executive(s)

Summary
compensation
table total
($)

Pension Valuation Adjustments

Equity Award Adjustments

Deduct
change in
pension
value
($)

Pension
service
cost
adjustment
($)

Prior
service
cost
adjustment
($)

Deduct
stock
awards
($)

Include
year-end
equity
value
($)

Change in
value of
prior
equity
awards
($)

Dividends
& Interest
Accrued
($)

2023

PEO1

385,141

N/A

N/A

N/A

0

0

9,592,301

N/A

PEO2

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

PEO3

5,522,209

N/A

N/A

N/A

(3,236,509)

7,736,802

0

N/A

Other NEOs

2,162,249

N/A

N/A

N/A

(1,071,917)

2,362,280

3,120,534

N/A
     
Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted Free Cash Flow      
Measure:: 2        
Pay vs Performance Disclosure        
Name Net Income      
Measure:: 3        
Pay vs Performance Disclosure        
Name TSR      
Summary Compensation Table Total for PEO1 (Cutt) [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount $ 385,141 [1],[6],[7] 6,447,544 [6],[7] 3,823,399 [6],[7]
Summary Compensation Table Total for PEO2 (Wood) [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount [3],[6] 8,942,980 [6] 2,773,653 [6]
Summary Compensation Table Total for PEO3 (Reinhart) [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount 5,522,209 [7]
Compensation Actually Paid to PEO1 (Cutt) [Member]        
Pay vs Performance Disclosure        
PEO Actually Paid Compensation Amount 9,977,442 [3] 5,787,952 4,153,397
Compensation Actually Paid to PEO2 (Wood) [Member]        
Pay vs Performance Disclosure        
PEO Actually Paid Compensation Amount [1] 8,930,695 1,110,896
Compensation Actually Paid to PEO3 (Reinhart) [Member]        
Pay vs Performance Disclosure        
PEO Actually Paid Compensation Amount $ 10,022,502 [1]
Adjusted Free Cash Flow [Member]        
Pay vs Performance Disclosure        
Company Selected Measure Amount [8] 199 [1] 241 [3] 361 [4] 41 [5]
PEO1 [Member] | Summary compensation table total [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 385,141      
Deduct change in pension value [Member] | PEO1 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Deduct change in pension value [Member] | PEO2 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Deduct change in pension value [Member] | PEO3 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Deduct change in pension value [Member] | Other NEOs [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Pension service cost adjustment [Member] | PEO1 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Pension service cost adjustment [Member] | PEO2 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Pension service cost adjustment [Member] | PEO3 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Pension service cost adjustment [Member] | Other NEOs [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Prior service cost adjustment [Member] | PEO1 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Prior service cost adjustment [Member] | PEO2 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Prior service cost adjustment [Member] | Other NEOs [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Deduct stock awards [Member] | PEO1 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
Deduct stock awards [Member] | PEO2 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Deduct stock awards [Member] | PEO3 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (3,236,509)      
Deduct stock awards [Member] | Other NEOs [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,071,917)      
Include year-end equity value [Member] | PEO1 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
Include year-end equity value [Member] | PEO2 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Include year-end equity value [Member] | PEO3 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 7,736,802      
Include year-end equity value [Member] | Other NEOs [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,362,280      
Change in value of prior equity awards [Member] | PEO1 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 9,592,301      
Change in value of prior equity awards [Member] | PEO2 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Change in value of prior equity awards [Member] | PEO3 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
Change in value of prior equity awards [Member] | Other NEOs [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,120,534      
Dividends & Interest Accrued [Member] | PEO1 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Dividends & Interest Accrued [Member] | PEO2 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Dividends & Interest Accrued [Member] | PEO3 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Dividends & Interest Accrued [Member] | Other NEOs [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Summary compensation table total [Member] | PEO2 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Summary compensation table total [Member] | PEO3 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 5,522,209      
Summary compensation table total [Member] | Other NEOs [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,162,249      
PEO3 [Member] | Prior service cost adjustment [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
[1] The non-PEO NEOs during 2023 were Messrs Hodges, Craine, Rucker, Sluiter, and Buese.
[2] TSR is determined based on the value of an initial fixed investment of $100 on December 31, 2019. The peer group TSR represents TSR of the S&P Oil & Gas Exploration & Production Index.
[3] The non-PEO NEOs during 2022 were Messrs Buese, Craine, and Sluiter.
[4] The non-PEO NEOs during 2021 were Messrs Buese, Craine, Sluiter, Robert J. Moses, Quentin Hicks and Donnie Moore.
[5] The non-PEO NEOs during 2020 were Messrs Craine, Sluiter, Hicks and Moore.
[6] The Company had two CEOs during 2021. Effective May 17th, 2021, Mr. Wood left his position of Chief Executive Officer and President of the Company and Mr. Cutt was appointed as Interim Chief Executive Officer and Board Chair and assumed the role of Chief Executive Officer and Board Chair on September 2, 2021.
[7] The Company had two CEOs during 2023. On January 24th, 2023, Mr. Reinhart was appointed as President and Chief Executive Officer of the Company. Mr. Cutt continues to serve the Company as Board Chair.
[8] Adjusted Free Cash Flow is a non-GAAP measure defined as net cash provided by operating activities from the Company’s Consolidated Statement of Cash Flows less the sum of changes in operating assets and liabilities included in the operating activities section of the Consolidated Statement of Cash Flows less non-recurring general and administrative and other expenses from the Consolidated Statement of Operations less incurred capital expenditures and capitalized expenses. Adjusted Free Cash Flow was calculated assuming realized commodity pricing received throughout the year was consistent with the forward curve pricing used to set the approved Adjusted Free Cash Flow Metric in March of 2023.