Compensation Committee Charter

I. Purpose

The Compensation Committee assists the Board in overseeing executive and director compensation, incentive and equity plans, succession and leadership development, human capital strategy, culture, and compensation-related risk.

II. Composition

The Committee will consist of at least two directors when Board size permits. A majority should be independent under criteria adopted by the Board. Members and the Chair are appointed and may be removed by the Board. A member will recuse from decisions concerning that member's own compensation, except when the Board considers director compensation collectively.

III. Meetings and authority

The Committee will meet at least twice each year and as needed. A majority constitutes a quorum. It may retain independent compensation consultants, counsel, or advisers at Company expense after considering conflicts and independence. The Committee may request information from officers and employees, but the CEO may not be present when the Committee deliberates or votes on the CEO's compensation.

IV. Responsibilities

• Recommend a compensation philosophy aligned with long-term value, safety, compliance, capital discipline, and risk appetite.
• Establish or recommend annual and long-term goals for the CEO and executive officers; evaluate performance and recommend or approve compensation within delegated authority.
• Review salary, bonus, equity, benefits, severance, retention, change-in-control, consulting, and retirement arrangements for executives.
• Review director compensation and recommend changes to the Board.
• Oversee incentive and equity plans, award terms, dilution, vesting, clawback or recovery provisions, and administration.
• Assess whether compensation programs encourage excessive commodity, drilling, HSE, financial, trading, compliance, or reputational risk.
• Review leadership succession, key-person risk, talent development, workforce metrics, culture, and material retention concerns.
• Oversee compliance with tax, employment, fiduciary, securities, and contractual requirements applicable to compensation.

V. Private-company and future public-company status

The Committee will administer compensation under the Company's current private status. Before an initial public offering, securities registration, or exchange listing, the Committee and counsel must update this Charter for applicable independence, adviser, disclosure, clawback, and stock-exchange requirements.

VI. Reporting and evaluation

The Chair will report decisions and recommendations to the Board. Minutes will be maintained. The Committee will annually evaluate its performance, membership, adviser independence, and this Charter.