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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

W&T Offshore, Inc.

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(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

☑No fee required.

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☐Fee paid previously with preliminary materials.

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March 24, 2022

Dear Shareholder:

It is my pleasure to invite you to the 2022 Annual Meeting of Shareholders of W&T Offshore, Inc. scheduled to be held on Tuesday, May 3, 2022 at 8:00 a.m., Central Daylight Time. We have decided to use a virtual meeting format due to the uncertainty surrounding public health measures at the time the Annual Meeting was scheduled and positive environmental impacts of using a virtual format. You will not be able to attend the Annual Meeting physically in person. I hope you will be able to attend the virtual meeting.

Details of the business to be conducted at the Annual Meeting are provided in the attached Notice of Annual Meeting and Proxy Statement. Our Board of Directors has determined that owners of record of our Common Stock at the close of business on March 7, 2022 are entitled to notice of, and have the right to vote at, the Annual Meeting and any reconvened meeting following any adjournment, postponement or relocation of the meeting.

We have elected to furnish proxy materials to our shareholders on the Internet pursuant to rules adopted by the Securities and Exchange Commission. We believe these rules enable us to provide you with the information you need, while making delivery more efficient, more cost effective and friendlier to the environment. In accordance with these rules, beginning on or about March 24, 2022, we sent a Notice of Internet Availability of Proxy Materials to our shareholders.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly vote using the Internet or telephone voting procedures described on the Notice of Internet Availability of Proxy Materials or vote and submit your proxy by signing, dating and returning the enclosed proxy card in the enclosed envelope (if you have requested a paper copy of the proxy materials). If you decide to attend the Annual Meeting virtually, you will be able to vote in person, even if you have previously submitted your proxy.

On behalf of the Board of Directors and our employees, I would like to express my appreciation for your continued interest in our affairs.

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5718 Westheimer Road, Suite 700

Houston, TX 77057

Phone (713) 626-8525

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NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 3, 2022

Notice is hereby given that the 2022 Annual Meeting of Shareholders of W&T Offshore, Inc., a Texas corporation, will be held virtually at www.virtualshareholdermeeting.com/WTI2022 on May 3, 2022 at 8:00 a.m., Central Daylight Time, for the following purposes:

Only shareholders of record at the close of business on March 7, 2022 will be entitled to notice of, and to vote at, the Annual Meeting, or any adjournment or postponement thereof, notwithstanding the transfer of any shares after such date. A list of these shareholders will be open for examination by any shareholder for ten days prior to the Annual Meeting. If you would like to inspect the list of Company stockholders of record, please contact the Investor Relations department at investorrelations@wtoffshore.com to schedule an appointment or request access.

Pursuant to rules adopted by the Securities and Exchange Commission, we have elected to provide access to our proxy solicitation materials primarily via the Internet, rather than mailing paper copies of these materials to each shareholder. On or about March 24, 2022, we will mail to each shareholder a Notice of Internet Availability of Proxy Materials with instructions on how to access the proxy materials, vote or request paper copies. Your vote is important. We urge you to review the accompanying Proxy Statement carefully and to submit your proxy as soon as possible so that your shares will be represented at the meeting.

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Houston, Texas

March 24, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE SHAREHOLDERS MEETING TO BE HELD ON MAY 3, 2022

This Notice of Annual Meeting and Proxy Statement and our Annual Report to Shareholders are available at www.proxyvote.com.

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5718 Westheimer Road, Suite 700

Houston, TX 77057 Phone (713) 626-8525

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W&T OFFSHORE, INC.

5718 Westheimer Road, Suite 700

Houston, TX 77057

PROXY STATEMENT

2022 ANNUAL MEETING OF SHAREHOLDERS

THE ANNUAL MEETING

This proxy statement is solicited by and on behalf of the Board of Directors (the “Board” or the “Board of Directors”) of W&T Offshore, Inc. (the “Company”) for use at the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) scheduled to be held on May 3, 2022 virtually at www.virtualshareholdermeeting.com/WTI2022 at 8:00 a.m., Central Daylight Time, or at any adjournments, postponements or relocations thereof. Unless the context requires otherwise, references in this proxy statement to “we,” “us,” “our” and the “Company” refer to W&T Offshore, Inc. The solicitation of proxies by the Board will be conducted primarily electronically, or by mail for those shareholders requesting paper copies of proxy materials. Officers, directors and employees of the Company may also solicit proxies personally or by telephone, e-mail or other forms of wire or facsimile communication. These officers, directors and employees will not receive any extra compensation for these services. The Company will reimburse brokers, custodians, nominees and fiduciaries for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of common stock of the Company (the “Common Stock”). The costs of the solicitation will be borne by the Company. The Company has retained Georgeson Inc. (“Georgeson”) to assist in the solicitation of proxies. On or before March 24, 2022, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice of Availability”) containing instructions on how to access the proxy materials and vote online. We will make these proxy materials available to you over the Internet or, upon your request, will deliver paper copies of these materials to you by mail, in connection with the solicitation of proxies by the Board for the Annual Meeting.

We have decided to use a virtual meeting format due to the uncertainty surrounding public health measures at the time the Annual Meeting was scheduled and positive environmental impacts of using a virtual format. You will not be able to attend the Annual Meeting physically in person.

Purposes of the 2022 Annual Meeting

The purposes of the Annual Meeting are: (1) to elect four directors to hold office until the 2023 Annual Meeting of Shareholders and until their successors are duly elected and qualified; (2) to approve, on an advisory basis, the compensation of the Company’s named executive officers, pursuant to Item 402 of Regulation S-K; (3) to ratify the appointment of Ernst & Young LLP as our independent registered public accountants for the year ending December 31, 2022; and (4) to transact such other business as may properly come before the meeting and any adjournment, postponement or relocation thereof. Although the Board does not anticipate that any other matters will come before the Annual Meeting, your executed proxy gives the official proxies the right to vote your shares at their discretion on any other matter properly brought before the Annual Meeting.

Voting Rights and Solicitation

Only shareholders of record at the close of business on March 7, 2022 (the “Record Date”) will be entitled to notice of and to vote at the Annual Meeting. As of the Record Date, there were 143,012,124 shares of Common Stock outstanding, each of which is entitled to one vote on any matter to come before the meeting. Common Stock is the only class of outstanding equity securities of the Company. The holders of issued and outstanding shares representing at least a majority of the outstanding shares of Common Stock, present in person or represented by proxy at the Annual Meeting, will constitute a quorum necessary to hold a valid meeting. The person who is appointed by the chairman of the meeting to be the inspector of election will treat the holders of all shares of Common Stock represented by a returned, properly executed proxy, including shares that abstain from voting, as present for purposes of determining the existence of a quorum at the Annual Meeting. Each share of Common Stock present or represented at the Annual Meeting will be entitled to one vote on any matter to come before the shareholders. If you hold your shares in “street name,” you will

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receive instructions from your broker or other nominee describing how to vote your shares. If you do not instruct your broker or nominee how to vote your shares, they may vote your shares as they decide as to each matter for which they have discretionary authority under the rules of the New York Stock Exchange (“NYSE”). For Proposal 3 (Ratification of the Appointment of Ernst & Young LLP) to be voted on at the Annual Meeting, brokers and other nominees will have discretionary authority in the absence of timely instructions from you.

There are also non-discretionary matters for which brokers and other nominees do not have discretionary authority to vote unless they receive timely instructions from you. For Proposal 1 (Election of Directors) and Proposal 2 (Advisory Vote on Executive Compensation) to be voted on at the Annual Meeting, you must provide timely instructions on how the broker or other nominee should vote your shares. When a broker or other nominee does not have discretion to vote on a particular matter, you have not given timely instructions on how the broker or other nominee should vote your shares and the broker or other nominee indicates it does not have authority to vote such shares on its proxy, a “broker non-vote” results. Although any broker non-vote would be counted as present at the meeting for purposes of determining a quorum, it would be treated as not entitled to vote with respect to non-discretionary matters.

Abstentions occur when shareholders are present at the Annual Meeting but fail to vote or voluntarily withhold their vote for any of the matters upon which the shareholders are voting.

The following is a summary of the vote required to approve each proposal, as well as the effect of broker non-votes and abstentions.

The Board has retained Georgeson to act as a proxy solicitor in conjunction with the Annual Meeting. We have agreed to pay Georgeson a fee of approximately $9,250, plus reasonable expenses, costs and disbursements for proxy solicitation services.

Voting Procedures

If you are a registered shareholder, you may vote your shares or submit a proxy to have your shares voted by one of the following methods:

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Revoking Your Proxy

You may revoke your proxy in writing at any time before it is exercised at the Annual Meeting by: (i) delivering to the Corporate Secretary of the Company a written notice of the revocation; (ii) signing, dating and delivering to the Corporate Secretary of the Company a proxy with a later date; or (iii) attending the Annual Meeting virtually and voting your shares in person. Your attendance at the Annual Meeting will not revoke your proxy unless you give written notice of revocation to the Corporate Secretary of the Company before your proxy is exercised or unless you vote your shares in person at the virtual Annual Meeting before your proxy is exercised.

Copies of the Annual Report

Upon written request, we will provide any shareholder, without charge, a copy of our annual report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”), but without exhibits. Shareholders should direct requests to W&T Offshore, Inc., Attn: Corporate Secretary, 5718 Westheimer Road, Suite 700, Houston, TX 77057. The Form 10-K and the exhibits filed with it are available on our website, www.wtoffshore.com in the “SEC Filings” subsection of the “Investors” section. These materials do not constitute a part of the proxy solicitation material.

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PROPOSAL 1

ELECTION OF DIRECTORS

Currently, the Company’s Board is composed of the following four directors: Ms. Virginia Boulet and Messrs. Daniel O. Conwill IV, Tracy W. Krohn, and B. Frank Stanley. At the Annual Meeting, four directors are to be elected, each of whom will serve until the 2023 Annual Meeting and until his or her successor is duly elected and qualified.

Each nominee has consented to be nominated and to serve if elected. If any nominee is unable to serve as a director, the shares represented by the proxies will be voted, in the absence of contrary indication, for any substitute nominee that the Board may designate or the size of the Board may be reduced. We know of no reason why any nominee would be unable to serve.

Information about the Nominees

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Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE FOUR NOMINEES LISTED ABOVE.

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PROPOSAL 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Introduction

We are asking that our shareholders provide advisory, non-binding approval of the compensation paid to our Named Executive Officers, as described in the “Compensation Discussion and Analysis” (“CD&A”) section of this proxy statement. The Board recognizes that executive compensation is an important matter for our shareholders. As described in detail in the CD&A section of this proxy statement, the Compensation Committee is tasked with the implementation of our executive compensation philosophy, and the core of that philosophy has been and continues to be to pay our executive officers based on the Company’s performance. In particular, the Compensation Committee strives to attract, as needed, and retain the best possible executive talent, to incentivize the Named Executive Officers’ efforts on our behalf in a way that supports our financial performance objectives and business strategy, and to align their incentives with enhancement of shareholder value. To do so, the Compensation Committee typically uses a combination of short- and long-term incentive compensation to reward near-term excellent performance and to encourage executives’ commitment to our long-range, strategic business goals. It is always the intention of the Compensation Committee that our executive officers be compensated competitively and consistently with our strategy, sound corporate governance principles, and shareholder interests and concerns, and we feel that the 2021 decisions regarding incentive compensation were consistent with these principles.

As described in the CD&A section of this proxy statement, we believe our historical compensation program is effective, appropriate and strongly aligned with the long-term interests of our shareholders and that the total compensation packages provided to the Named Executive Officers (including potential payouts upon a termination or change of control) are reasonable and not excessive. As you consider this Proposal 2, we urge you to read the CD&A section of this proxy statement for additional details on executive compensation, including more detailed information about our compensation philosophy and objectives and the past compensation of our Named Executive Officers, and to review the tabular disclosures regarding compensation of our Named Executive Officers together with the accompanying narrative disclosures in the “Executive Compensation and Related Information” section of this proxy statement.

We believe that the shareholders, by voting for directors individually as described in Proposal 1, have had a clear ability to express their approval or disapproval of the performance of our directors and, specifically the directors serving on the Compensation Committee; however, in 2010, Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), which requires, among other things, a non-binding advisory “say-on-pay” vote and gives our shareholders the opportunity to express their views on our Named Executive Officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this proxy statement.

As an advisory vote, Proposal 2 is not binding on the Board or the Compensation Committee, will not overrule any decisions made by the Board or the Compensation Committee, or require the Board or the Compensation Committee to take any action. Although the vote is non-binding, the Board and the Compensation Committee values the opinions of our shareholders, and will carefully consider the outcome of the vote when making future compensation decisions for executive officers. In particular, to the extent there is any significant vote against the compensation of our Named Executive Officers as disclosed in this proxy statement, we will consider our shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

The Board has determined that it is in the best interest of the Company and its shareholders to hold an advisory vote to approve the compensation paid to our Named Executive Officers on an annual basis going forward.

Text of the Resolution to be Adopted

We are asking shareholders to vote “FOR” the following resolution:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders

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pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2021 Summary Compensation Table and the other related tables and disclosure.”

Recommendation of the Board

THE BOARD RECOMMENDS YOU VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

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PROPOSAL 3

RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

The Audit Committee of the Board (the “Audit Committee”) appointed Ernst & Young LLP (“EY”), independent registered public accountants, to audit our consolidated financial statements as of and for the year ending December 31, 2022. We are advised that no member of EY has any direct or material indirect financial interest in our Company or, during the past three years, has had any connection with us in the capacity of promoter, underwriter, voting trustee, director, officer or employee.

If the appointment is not ratified, the Audit Committee will consider the appointment of other independent registered public accountants. A representative of EY is expected to be present at the Annual Meeting, will be offered the opportunity to make a statement if the representative desires to do so and will be available to respond to appropriate questions.

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF EY AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.

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CORPORATE GOVERNANCE

Corporate Governance Guidelines; Code of Business Conduct and Ethics

A complete copy of the Company’s corporate governance guidelines, which the Board reviews at least annually, is posted under the “Governance—Governance Documents” subsection of the “Investors” section of the Company’s website at www.wtoffshore.com and is available in print to any shareholder who requests it. The Board has adopted a Code of Business Conduct and Ethics that applies to all employees, officers and directors. A complete updated version copy of the Code of Business Conduct and Ethics is posted on the Company’s website at www.wtoffshore.com and is available in print to any shareholder who requests it. Any amendments to the Code of Business Conduct and Ethics will be posted on the Company’s website at www.wtoffshore.com under the “Governance—Governance Documents” subsection of the “Investors” section.

Independence

After reviewing the qualifications of our current directors and nominees, and any relationships they may have with the Company that might affect their independence, the Board has determined that each director and nominee, other than Mr. Krohn, is “independent” as that concept is defined by the NYSE’s Listed Company Manual, the SEC’s rules and regulations governing “independence” of members of the Audit Committee, and the applicable Texas law. In making the determinations of director independence, the Board considered the relationship described below.

Board Leadership Structure

Tracy W. Krohn serves as the Company’s Chairman, Chief Executive Officer and President and controls approximately 33.6% of the outstanding shares of Common Stock. The Board believes its leadership structure is justified by the efficiencies of having the Chief Executive Officer and President also serve in the role of Chairman of the Board, as well as due to Mr. Krohn’s role in founding the Company and his significant ownership interest in the Company. Virginia Boulet is the independent director who was elected to serve as the Presiding Director of the Board in 2021. If all of the director nominees are elected at the Annual Meeting, Mr. Stanley will replace Ms. Boulet as Presiding Director of the Board.

Standing Committees of the Board

The Board has three standing committees—the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. If all of the director nominees are elected at the Annual Meeting, (i) Ms. Boulet, Mr. Stanley and Mr. Conwill will all serve on each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, (ii) Ms. Boulet will remain Chair of the Nominating and Corporate Governance Committee, (iii) Mr. Stanley will remain Chair of the Audit Committee and (iv) Mr. Conwill will replace Mr. Stanley as Chair of the Compensation Committee.

Audit Committee

Ms. Boulet and Messrs. Conwill and Stanley sit on the Company’s Audit Committee. Mr. Stanley is Chair of the Audit Committee. The Board has determined that each of Messrs. Stanley and Conwill, and Ms. Boulet are “independent” under the standards of both the NYSE and Section 10A of the Exchange Act and are financially literate and Mr. Stanley has been designated as the “audit committee financial expert,” as defined under Item 407 of Regulation S-K promulgated under the Exchange Act.

The Audit Committee establishes the scope of and oversees the annual audit, including recommending the independent registered public accountants that audit the Company’s financial statements and approving any other services provided by the independent registered public accountants. The Audit Committee also assists the Board in fulfilling its oversight responsibilities by (1) overseeing the Company’s system of financial reporting, auditing, controls and legal compliance, (2) overseeing the operation of such system and the integrity of the Company’s financial statements, overseeing the qualifications, independence and performance of the outside auditors and any internal

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auditors who the Company may engage, and (3) periodically reporting to the Board concerning the activities of the Audit Committee. In performing its obligations, it is the responsibility of the Audit Committee to maintain free and open communication between it, the Company’s independent auditors, the internal audit function and the management of the Company. The Audit Committee’s functions are further described under the heading “Audit Committee and Independent Registered Public Accounting Firm—Audit Committee Report.” A copy of the Audit Committee’s Charter is posted under the “Governance—Governance Documents” subsection of the “Investors” section of the Company’s website at www.wtoffshore.com and is available in print to any shareholder who requests it.

Nominating and Corporate Governance Committee

Ms. Boulet and Messrs. Conwill and Stanley serve as members of the Nominating and Corporate Governance Committee of the Board. Ms. Boulet is Chair of the Nominating and Corporate Governance Committee. All of these individuals qualify as (i) independent under NYSE listing standards, Section 10C of the Exchange Act, and the Company’s corporate governance guidelines, (ii) “non-employee directors” under Rule 16b-3 promulgated under the Exchange Act and (iii) “outside directors” under Section 162(m). The purpose of the Nominating and Corporate Governance Committee is to nominate candidates to serve on the Board and to recommend director compensation. Once the Nominating and Corporate Governance Committee has recommended director compensation, the Board accepts or rejects the recommendation. The factors and processes used to select potential nominees are more fully described in the section entitled “—Identifying and Evaluating Nominees for Directors.” The Nominating and Corporate Governance Committee is also responsible for monitoring a process to annually assess Board effectiveness, developing and implementing corporate governance guidelines and taking a leadership role in regulating the corporate governance of the Company. A copy of the Nominating and Corporate Governance Committee’s Charter is posted under the “Governance—Governance Documents” subsection of the “Investors” section of the Company’s website at www.wtoffshore.com and is available in print to any shareholder who requests it.

Compensation Committee

Ms. Boulet and Messrs. Conwill and Stanley serve as members of the Compensation Committee. Mr. Stanley is the Chair of the Compensation Committee. All of these individuals qualify as (i) independent under NYSE listing standards, Section 10C of the Exchange Act, and the Company’s corporate governance guidelines, (ii) “non-employee directors” under Rule 16b-3 promulgated under the Exchange Act and (iii) “outside directors” under Section 162(m). If all director nominees are elected at the Annual Meeting, Mr. Conwill will serve as Chair of the Compensation Committee.

The Compensation Committee performs an annual review of the compensation and benefits of the executive officers and senior management, establishes and reviews general policies related to employee compensation and benefits and administers the W&T Offshore, Inc. Amended and Restated Incentive Compensation Plan, as amended (the “Incentive Compensation Plan”) and the Directors Compensation Plan. Under the terms of its charter, the Compensation Committee also determines the compensation for Mr. Krohn, the Chief Executive Officer and President of the Company. The Compensation Committee has the power to delegate some or all of its power and authority in administering the Incentive Compensation Plan of the Company to the Chief Executive Officer, other senior members of management, as the Committee deems appropriate; however, the Compensation Committee may not delegate its authority to an individual with regard to any matter or action under the Incentive Compensation Plan for an officer that is subject to Section 16 of the Exchange Act. If you would like additional information on the responsibilities of the Compensation Committee, please refer to its charter, which is available on our website at www.wtoffshore.com under the “Governance—Governance Documents” subsection of the “Investors” section of our website and is available in print to any shareholder who requests it.

Risk Oversight

Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance shareholder value. A fundamental part of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. The involvement of the full Board in setting the Company’s business strategy is a key part of its assessment

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of management’s tolerance for risk and also a determination of what constitutes an appropriate level of risk for the Company.

While the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. In particular, the Audit Committee focuses on financial risk, including internal controls, and receives an annual risk assessment report from the Company’s internal auditors. The Audit Committee, in the course of its oversight activities, also conducts periodic reviews of the Company’s cybersecurity policies, procedures and risks. In addition, in setting compensation, the Compensation Committee strives to create incentives that encourage a level of risk-taking behavior consistent with the Company’s business strategy.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee are set forth above. The Compensation Committee is comprised entirely of independent directors. In addition, none of the Company’s executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of our Board or Compensation Committee.

Consulting Fees and Services and Conflicts of Interest

The Compensation Committee selects our compensation consultants and other Compensation Committee advisors taking into consideration the factors identified by the rules and regulations of the Securities and Exchange Commission (“SEC”) and the NYSE listing standards. At the August 2020 meeting of the Compensation Committee, the Compensation Committee elected to continue to utilize Meridian Compensation Partners, LLC as the Company’s executive compensation consultant for 2021. Other than services involving only broad-based non-discriminatory plans or providing survey information, neither our current nor our prior compensation consultant provided non-executive compensation consulting services to the Company in an amount in excess of $120,000 in 2021. The Compensation Committee has concluded that the work of our compensation consultants has not raised any conflict of interest. Please read “Compensation Discussion and Analysis—Role of the Compensation Committee, its Consultants and Management” for more information about the role of our compensation consultant in our executive compensation programs.

Meetings of the Board and the Committees of the Board

During 2021, the Board held eight meetings, the Compensation Committee held five meetings, the Nominating and Corporate Governance Committee held one meeting and the Audit Committee held five meetings. All of the directors attended all meetings of the Board and all meetings of the committees on which they served during 2021, except the Board meeting and meetings of the Audit Committee and the Compensation Committee that occurred on November 2, 2021, for which Mr. Conwill was not present.

The Company’s directors are encouraged to attend the Annual Meeting, but the Company does not otherwise have a policy regarding such attendance. All directors were present at the Annual Meeting held in 2021.

Legal Proceedings

Currently, no director or executive officer, to our knowledge, is a party to any material legal proceeding adverse to the interests of the Company. Additionally, to our knowledge no director or executive officer has a material interest in a material proceeding adverse to the Company.

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Director Nomination Process

The Nominating and Corporate Governance Committee will consider all properly submitted shareholder recommendations of candidates for election to the Board. Pursuant to Section 12 of the Company’s Bylaws, any shareholder may nominate candidates for election to the Board by giving timely notice of the nomination to the Corporate Secretary of the Company. The Company’s Bylaws require that any such shareholder must be a shareholder of record at the time it gives notice of the nomination. To be considered a timely nomination, the shareholder’s notice must be delivered to the Corporate Secretary at the Company’s principal office no later than 90 days prior to the first

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anniversary of the preceding year’s Annual Meeting and no earlier than 120 days prior to the first anniversary of the preceding year’s Annual Meeting. In evaluating the recommendations of the shareholders for director nominees, as with all other possible director nominees, the Nominating and Corporate Governance Committee will address the criteria set forth below under the heading “—Identifying and Evaluating Nominees for Directors.”

Any shareholder recommendations for director nominees should include the candidate’s name, qualifications and written consent to being named in the proxy statement and to serving on the Board if elected. The shareholder must also include any other business that the shareholder proposes to bring before the meeting, the reasons for conducting such business at the meeting, any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made. Additionally, the shareholder must provide his name and address, the name and address of any beneficial owner on whose behalf the shareholder is acting and the number of shares of Common Stock beneficially owned by the shareholder and any beneficial owner for whom the shareholder is acting. Such written notice should be sent to:

Shahid A. Ghauri, Esq.

Corporate Secretary

W&T Offshore, Inc.

5718 Westheimer Road, Suite 700

Houston, TX 77057

Identifying and Evaluating Nominees for Directors

The Nominating and Corporate Governance Committee is responsible for leading the search for individuals qualified to serve as directors. The Nominating and Corporate Governance Committee evaluates candidates for nomination to the Board, including those recommended by shareholders, and conducts appropriate inquiries into the backgrounds and qualifications of possible candidates. The Nominating and Corporate Governance Committee then recommends nominees to the Board to be presented for election as directors at meetings of the shareholders or of the Board. As indicated above, shareholders may recommend possible director nominees for consideration to the Nominating and Corporate Governance Committee.

In evaluating nominees to serve as directors on the Board and in accordance with the Company’s Corporate Governance Guidelines, the Nominating and Corporate Governance Committee selects candidates with the appropriate skills and characteristics required of Board members. Pertinent to this inquiry is the following non-exhaustive list of factors: independent business or professional experience; integrity and judgment; records of public service; ability to devote sufficient time to the affairs of the Company; diversity of background, experience and competencies that the Board desires to have represented; age; skills; occupation; and understanding of financial statements and financial reporting systems.

The Nominating and Corporate Governance Committee will also consider and weigh these factors in light of the current composition and needs of the Board.

Director Skills Matrix

Currently, our Board embodies a diverse set of experiences, qualifications, attributes and skills as shown below:

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Director Compensation

Directors who are also employees of the Company receive no additional compensation for serving as directors or committee members. The Board and shareholders adopted the Directors Compensation Plan, which provides that the Compensation Committee may grant stock options or restricted or unrestricted stock to non-employee directors. A total of 666,917 shares of Common Stock were initially reserved for issuance under the Directors Compensation Plan. In 2020, the Directors Compensation Plan was amended to increase the number of shares by 500,000 shares of Common Stock, and as of December 31, 2021, a total of 410,742 shares remain available for issuance under the Directors Compensation Plan.

We provide each of the non-employee directors of the Company the following compensation:

(i)    an annual retainer of $110,000, payable in equal quarterly installments;

(ii)   at each annual meeting of shareholders, a restricted stock grant pursuant to the Company’s Directors Compensation Plan covering shares of Common Stock of the Company having a fair market value (calculated as of the close of trading on the NYSE on the date of the annual meeting of shareholders) equal to $70,000;

(iii)  compensation of $1,500 for each meeting of the Board or any Board committee meeting attended;

(iv)  compensation of $1,000 for each Board unanimous written consent executed;

(v)   compensation of $1,500 for each day that a Board member attends a seminar (up to two seminars a year) concentrating on matters relating to responsibilities of Board members;

(vi)  compensation of $5,000 each year for serving on any committee of the Board (except Chair of the Audit Committee);

(vii) compensation of $5,000 each year for serving as chair of any committee of the Board (except Chair of the Audit Committee);

(viii) compensation of a one-time fee of $10,000 for serving on any Special Committee of the Board that may be formed; and

(ix)  compensation of $15,000 each year for serving as Chair of the Audit Committee.

The terms of the restricted stock grant are as set forth in the Company’s Directors Compensation Plan, with restrictions lapsing with respect to all of the shares subject to the restricted stock grant on each of the first anniversary date of the date of grant for grants made in 2020 and 2021 and restrictions lapsing with respect to one-third of the shares subject to the restricted stock grant on each of the first, second and third anniversary dates of the date of grant for grants made prior to 2020. Vesting of awards would be accelerated upon a change of control (as defined in the Director Compensation Plan). Restricted shares are subject to forfeiture until vested and cannot be sold, transferred or otherwise disposed of during the restriction period. The director generally will have the same rights of a shareholder with respect to such shares, including the right to vote and receive dividends or other distributions paid with respect to the shares. The director must remain in service on the Board during the restriction period to retain the shares. If the director leaves prior to expiration of the restricted period, then the award will be forfeited unless otherwise affirmatively determined by the Board.

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The following table sets forth a summary of the compensation the Company earned by its non-employee directors in 2021:

2021 Director Compensation Table

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Director Stock Ownership Guidelines. Effective as of January 1, 2011, our Board adopted amendments to the director stock retention guidelines (the “Director Policy”), which applies to each of our non-employee directors. Under the Director Policy, no such director may sell or transfer any shares of Common Stock that such director beneficially owns (e.g., by a spouse or other immediate family member residing in the same household or a trust for the benefit of the director or his or her family) until he or she beneficially owns a number of shares of Common Stock, having an aggregate value of at least $500,000. As of December 31, 2021, each of our Board members was in compliance with the Director Policy.

Communications with the Board

At each regular meeting of the Board, the non-employee directors meet in scheduled executive sessions without management. Ms. Boulet has served as Presiding Director of the Board. If all of the director nominees are elected at the Annual Meeting, Mr. Stanley will replace Ms. Boulet as Presiding Director of the Board. Interested parties who would like to contact Ms. Boulet on a confidential basis may do so by sending an email to Presiding_Director@wtoffshore.com or by mailing a written communication to Presiding Director, W&T Offshore, Inc., 5718 Westheimer Road, Suite 700 Houston, TX 77057.

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CORPORATE RESPONSIBILITY

Our 2022 ESG Report

In April 2022, we will be releasing our 2022 ESG report (“ESG Report”) which can be found under the “Corporate Responsibility” tab of the Company’s website at www.wtoffshore.com and is available in print to any shareholder who requests it. Our ESG Report provides detailed information about W&T Offshore, Inc.’s Environmental, Social and Governance (“ESG”) initiatives and related key performance indicators, including information concerning our Safety and Environmental Management Systems (“SEMS”).

Our ESG Report will cover the three-year period of January 1, 2019 through December 31, 2021, unless otherwise noted. In the creation of our ESG Report, we consulted the Sustainability Accounting Standards Board’s (“SASB”) Oil and Gas Exploration and Production Sustainability Accounting Standard, the recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”), the Sustainable Development Goals (“SDG’s”) promulgated by the United Nations and other reporting guidance from industry frameworks and standards.

Oversight of ESG Issues

The Company recognizes that a significant concern of many shareholders of publicly traded companies is a commitment by boards of directors to addressing oversight of ESG-related issues affecting shareholders. This responsibility is oftentimes delegated to a specific committee of a board of directors. Given the small size of the Company’s Board of Directors, the Company’s Board of Directors considered and concluded it would not be productive or efficient to assign oversight of ESG-related matters to a specific committee of the Company’s Board of Directors at this time. Rather, such oversight would remain the responsibility of the Company’s full Board of Directors with each of its current committees retaining oversight responsibilities for the specific matters set forth in their respective charters.

The Board of Directors has had a long-standing practice of reviewing at each quarterly meeting of the Board certain ESG-related issues that are critical to fulfilling the Company’s environmental responsibilities and to the well-being of our employees. Those matters include the number and extent of any oil spills from the platforms we operate in the Gulf of Mexico and the number and extent of any injuries that our employees or employees of our contractors suffer while working on our platforms. The Board not only discusses each of such accidents or incidents, but also reviews the Company’s environmental and safety performances versus the average performances of our competitors in the Gulf of Mexico. Also, on a quarterly basis, the Board discusses with the appropriate officers of the Company any issues that have arisen in the course of the quarter involving the Company’s obligations under all other governmental laws and regulations involving the Company’s operations in the Gulf of Mexico.

Shareholder Engagement and Company Responses

Following the 2021 Annual Meeting of Shareholders of the Company, the Board of Directors of the Company determined to become more involved in direct communication with larger shareholders of the Company with respect to executive compensation and other ESG issues. Accordingly, the chairperson of the Company’s Audit Committee and Compensation Committee (Mr. Stanley) and the chairperson of the Nominating and Governance Committee (Ms. Boulet) worked with Company’s management to invite representatives of the Company’s 25 largest shareholders (other than Mr. Krohn) to discuss executive compensation and any other ESG issues. We held conference calls with representatives of each shareholder expressing an interest to engage in an open-ended conversation about these issues, in which representatives of the Company (other than the Company’s executive officers, including Mr. Krohn), Mr. Stanley and/or Ms. Boulet participated.

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As a result of those telephonic discussions with larger shareholder representatives and giving consideration to institutional shareholder voting guidelines of institutional shareholder services companies like Institutional Shareholder Services and Glass Lewis and voting policies of certain large institutional investors, our Board of Directors took various matters under advisement resulting in the following:

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of Common Stock as of March 7, 2022, based on the 143,012,124 shares of Common Stock outstanding on that date, of (i) the Company’s named executive officers (which includes the chief executive officer, chief financial officer and three most highly compensated additional executive officers), directors and director nominees, (ii) all executive officers and directors of the Company as a group, and (iii) each person who beneficially owns more than 5% of the Company’s Common Stock. Unless otherwise indicated, each of the persons below has sole voting and investment power with respect to the shares beneficially owned by such person. To the knowledge of the Company, no person or entity holds more than 5% of the outstanding shares of Common Stock, except as set forth in the following table.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and beneficial owners of more than 10% of our Common Stock to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock. SEC rules require these persons to furnish us copies of all Section 16(a) reports they file. To our knowledge, based solely on a review of the copies of such reports furnished to us during 2021 and written representations that no other reports were required with respect to 2021, all of our directors and officers and beneficial owners complied with applicable Section 16(a) filing requirements, except that Ms. Yang and Messrs. Krohn, Schroeder, Williford, and Ghauri each had a delinquent filing on Form 4 for a transaction involving vesting of restricted stock units of the Company’s stock, as a result of an administrative error.

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EXECUTIVE OFFICERS

The following individuals have served as our executive officers throughout 2021 and continue to serve as of the date of this proxy statement in the indicated positions. These persons are also referred to collectively in this proxy statement as our “Named Executive Officers” and are included in the Summary Compensation Table and other compensation tables included in the following section entitled “Compensation Discussion and Analysis”:

Mr. Krohn’s biographical information can be found in this proxy statement in the section entitled “Proposal No. 1 – Election of Directors” under the subsection “Information Concerning Director Nominees.”

Janet Yang joined the Company in 2008 and was named Executive Vice President and Chief Financial Officer in November 2018. Previously, she served as Acting Chief Financial Officer from August 2018 to November 2018, Vice President of Corporate and Business Development from March 2017 to November 2018, Director of Strategic Planning & Analysis from June 2012 to March 2017 and Finance Manager from December 2008 to June 2012. Prior to joining the Company, Ms. Yang held positions in research and investment analysis at BlackGold Capital Management, investment banking at Raymond James and energy trading at Allegheny Energy. Ms. Yang earned a Bachelor of Arts degree in Economics from Rice University and a Master of Business Administration degree from The University of Chicago Booth School of Business.

William J. Williford joined the Company in 2006 and was named Executive Vice President and Chief Operating Officer in March 2022. Since joining W&T in 2006, he has served as Reservoir Engineer, Exploration Project Manager, General Manager Deepwater of Gulf of Mexico, Vice President and General Manager of Gulf of Mexico Shelf and Deepwater, and most recently, Executive Vice President and General Manager of Gulf of Mexico. Mr. Williford has over 20 years of oil and gas technical experience with large independents in the Gulf of Mexico and Domestic Onshore. Prior to joining the Company, Mr. Williford held positions in reservoir, production and operations at Kerr-McGee and Oryx Energy. Mr. Williford earned a Bachelor of Science degree in Petroleum Engineering from Mississippi State University.

Stephen L. Schroeder joined the Company in 1998 and was named Senior Vice President and Chief Technical Officer in June 2012. Previously, he served as Senior Vice President and Chief Operating Officer from July 2006 to June 2012, Vice President of Production from 2005 to July 2006 and Production Manager from 1999 until 2005. Prior to joining the Company, Mr. Schroeder was with Exxon USA for 12 years holding positions of increasing responsibility, ending with Offshore Division Reservoir Engineer. Mr. Schroeder earned a Bachelor of Science degree in Petroleum Engineering from the Texas A&M University and a Master of Business Administration degree from Loyola University New Orleans.

Shahid A. Ghauri joined the Company in March 2017 as Vice President, General Counsel and Corporate Secretary. Prior to joining the Company, Mr. Ghauri served as a partner with Jones Walker, a New Orleans, Louisiana law firm since 2015. Prior to that, Mr. Ghauri served as Assistant General Counsel of BHP Billiton Petroleum and in private practice as a partner working with top tier oil and gas firms for 17 years. Mr. Ghauri earned his juris doctor degree from the University of Houston Law Center and both a master’s degree and a bachelor’s degree in science in Petroleum Engineering from the University of Texas at Austin.

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EQUITY COMPENSATION PLAN INFORMATION

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information with respect to the equity compensation plans available to directors, officers, certain employees and certain consultants of the Company at December 31, 2021.

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion and Analysis provides a general description of our compensation program and specific information about its various components, which are largely base salaries, short- and long-term incentive and retention programs, retirement plans and health and welfare benefits. This Compensation Discussion and Analysis also provides information about our Chief Executive Officer, who currently also holds the title of President; Chief Financial Officer, who also serves as our Chief Accounting Officer; and each of the Company’s other three most highly compensated executive officers (the “Named Executive Officers”), and is intended to place in perspective the information contained in the executive compensation tables that follow this discussion.

Compensation Philosophy and Objectives

The primary objectives of our compensation program for the Named Executive Officers are to attract, as needed, and retain the best possible executive talent, to stimulate the Named Executive Officers’ efforts on our behalf in a way that supports our financial performance objectives and business strategy, and to align their incentives with enhancement of long-term shareholder value. In particular, our compensation program for Named Executive Officers is designed to reward superior job performance and individual initiative to help increase our profitability, oil and gas reserves, production rates, Adjusted EBITDA (defined below), and Adjusted EBITDA Margin (defined below), to appropriately manage lease operating expenses (“LOE”) and general and administrative (“G&A”) expense and various other key operational and environmental, social and governance (“ESG”) metrics. Under its charter, the Compensation Committee sets the compensation of our Chief Executive Officer, reviews and approves the evaluation process and the compensation of our other Named Executive Officers, and evaluates the performance of the Company’s executive officers and senior management. Typically, the Compensation Committee has approved metrics by which each Named Executive Officer’s cash incentives and stock-related incentives will be awarded through our incentive plans. We define “Adjusted EBITDA” as net income before net interest expense plus income tax (benefit) expense, depreciation, depletion, amortization and accretion, excluding the unrealized commodity derivative gain or loss, amortization of derivative premiums, bad debt reserve, release of restricted funds, litigation, share-based compensation, and other items that are appropriate adjustments to reflect normalized results, while “Adjusted EBITDA Margin” is defined as Adjusted EBITDA divided by revenues for the period.

Appropriately setting compensation metrics, goals and objectives in the oil and gas exploration industry, in the view of the Compensation Committee, presents certain unusual challenges because the operational and financial results of the Company are so heavily influenced by changes in commodity prices over which the management has no direct influence. The Compensation Committee recognizes, however, that the influence of changes in commodity prices can be ameliorated somewhat by entering into commodity derivatives contracts (which, in certain circumstances, creates another set of risks). Accordingly, Adjusted EBITDA, as defined by the Compensation Committee, includes the impact of the realized commodity derivative contracts or cash, but excludes the unrealized portion of any gains or losses on those contracts, which can swing significantly in value with an undetermined total cash impact

As a result, the Compensation Committee believes that goals utilized to incentivize management should be reviewed annually for possible revision in light of changing commodity prices. For example, an Adjusted EBITDA margin metric may be significantly higher or lower in one year compared to the prior year’s target and yet be a meaningful goal, the obtaining of which is in the shareholders’ best interest. The Compensation Committee believes that rigidly retaining an Adjusted EBITDA margin target set for a prior year during periods of substantially higher commodity prices could act as a significant management disincentive. Conversely, an Adjusted EBITDA margin target may be set significantly higher than the prior year in light of commodity price increases which in the context of many other businesses would represent an unrealistic increase in a fundamental financial metric. On the other hand, the Compensation Committee is aware, after conversations with our larger shareholders who accepted our invitation to discuss these matters, that our shareholders expect our long-term compensation plan to include at least one three-year metric that focuses management on the need to create long-term shareholder value. Accordingly, in 2022, we have changed our long-term compensation plan metrics to include a three-year relative total shareholder return (“TSR”) metric.

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The Compensation Committee has historically applied the following compensation strategies in connection with its deliberations:

In addition to the primary components of executive compensation described further below, our executive compensation program includes other features that we believe are consistent with strong governance practices, including:

What We Do

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What We Do Not Do

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Shareholder Votes on Executive Compensation and Company Responses

The Company had previously implemented a three-year advisory vote on executive compensation, but has since concluded it to be advisable and in the best interest of the Company and its shareholders to hold such vote on an annual basis. In 2021, the Company held a shareholder advisory vote on the compensation paid to our Named Executive Officers in 2020, which resulted in an excess of 70% of votes cast approving such compensation. The Company is holding another vote in connection with the 2022 annual meeting.

Following the last advisory vote in 2021, the Compensation Committee considered many factors in evaluating our executive compensation programs as discussed in this Compensation Discussion and Analysis, including the Compensation Committee’s assessment of the interaction of our compensation programs with our corporate business objectives and review of data of our peer group, each of which is evaluated in the context of the Compensation Committee’s duty to act as the directors determined to be in all shareholders’ best interests. As a result of the 2021 “say on pay” advisory vote, the Company reached out to the 25 largest shareholders for feedback, and based on the conversations we had with some of our larger shareholders, we have made some changes to our compensation policies including no future tax gross-up payments made to our executives, a longer performance period for our PSU awards and no future employment agreements with executives containing “single trigger” change of control vesting of benefits.

Notwithstanding the level of shareholder support in 2021 for our executive compensation programs, in the latter part of the 2021 year and early 2022, the Compensation Committee determined that it would be beneficial to engage with representatives of the Company’s largest shareholders regarding their thoughts and opinions regarding our executive compensation programs and other ESG topics. As a result of telephonic discussions with larger shareholder representatives, the Board of Directors adopted a policy of not entering into any future employment agreements with executive officers containing “single trigger” change of control vesting of benefits. The Board of Directors will continue to discuss corporate governance issues with shareholders on an annual basis. For more detail on those communications and Company responses to certain compensation issues raised in resultant discussions, see “Shareholder Engagement

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and Company Responses” under the “Corporate Responsibility” section of this proxy statement, although the compensation program changes that were made as a result of this engagement are set forth again below.

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The Company intends to make a continued concerted effort to provide our shareholders with additional insight regarding our incentive compensation programs, our peer group analysis, and our general compensation philosophy disclosures within this CD&A.

Role of the Compensation Committee, its Consultants and Management

Our Board has entrusted the Compensation Committee to carry out its overall responsibility relating to the compensation of our officers and senior management, including our Named Executive Officers. During 2021, our Chief Executive Officer also played an important role in the executive compensation process by overseeing the performance and dynamics of the executive team and generally keeping the Compensation Committee informed. All final approvals regarding our Named Executive Officers’ compensation remain with the Compensation Committee. The Compensation Committee has the authority to engage the services of outside advisors, experts and others to assist in performing its responsibilities. It selects our compensation consultants and other advisors taking into consideration the factors identified by the SEC rules and regulations and the NYSE listing standards, as described in greater detail within the Corporate Governance section above. The Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”), an independent consulting firm experienced in executive and overall compensation practices and policies, to assist in calibrating the form and amount of executive compensation for the 2021 compensation program by providing market data, and continued to engage Meridian with respect to current 2022 compensation decisions. Prior to the start of the 2021 year, and then throughout the 2021 year, the Compensation Committee consulted with Meridian in order to either set target compensation values, or to receive assistance in determining the satisfaction of applicable performance metrics for 2021 compensation awards, as applicable.

Using the independence factors established by the SEC and the NYSE, the Compensation Committee determined that Meridian’s work did not raise any conflicts of interest, and they are considered an independent consulting firm.

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The Compensation Committee typically works with our Chief Executive Officer to implement and promote our executive compensation strategy. The most significant aspects of management’s involvement in this process are:

The Compensation Committee, together with the assistance and recommendation of our Chief Executive Officer, compensation consultants and any legal counsel or other advisors deemed appropriate by the Compensation Committee, typically reviews and discusses each particular executive compensation component presented and approves the compensation of the Named Executive Officers other than our Chief Executive Officer. In the case of our Chief Executive Officer, the Compensation Committee reviews and discusses each compensation component, together with compensation consultants and any legal counsel, other advisors or members of management deemed appropriate by the Compensation Committee. The Compensation Committee considers the statistical comparisons to our peer group as provided by the compensation consultant as only one factor in setting compensation of our Named Executive Officers, as actual compensation decisions are the result of the Compensation Committee’s subjective analysis of a number of factors. Following this review, the Compensation Committee, meeting without management in attendance, sets the salary and other compensation of our Chief Executive Officer.

Market Analysis

When making compensation decisions, the Compensation Committee typically considers comparative compensation information of select peer and industry companies as one reference point in its review and approval of compensation for our Named Executive Officers. This review is done with respect to both the structure of our executive compensation program as well as the targeted amount of compensation.

The Compensation Committee retained Meridian in August 2020 as an independent compensation consultant to provide competitive executive compensation analysis and establish the 2021 compensation program, and we continued to retain them and use their services with respect to the 2022 compensation programs. Meridian provided the Compensation Committee a competitive compensation analysis based on publicly available information for a select group of peer companies approved by the Committee. The peer companies chosen included E&P companies with similar offshore operations to the Company or E&P companies of comparable size to the Company, and considered which companies that we regularly compete with for executive and management talent. The list of peers that were identified for purposes of analyzing our 2021 compensation program were originally set as follows:

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There were various mergers and acquisitions involving the peer companies above during the 2021 year, but this list is intended to reflect the status of our peer company group at the time that 2021 compensation decisions were originally determined.

The Compensation Committee examined data at the 25^th, 50^th and 75^th percentiles for each executive position and for each pay component. Using this market data, the Compensation Committee set total compensation by generally targeting between the 25^th and the 50^th percentile for our executive team other than Mr. Krohn, who had a general target compensation level of between the 50^th and 75^th percentile, while also recognizing that compensation for any specific employee is not purely a mechanical equation.

The statistical competitive compensation information is just one of the inputs used in setting executive compensation, as the Compensation Committee has discretion in determining the nature and extent of its use. When exercising its discretion, the Compensation Committee may consider factors such as the nature of an officer’s duties and responsibilities as compared to the corresponding position in the survey and peer group, the experience and value the officer brings to the role, the officer’s performance results, demonstrated success in meeting key financial and other business objectives and the amount of the officer’s pay relative to the pay of his or her peers within our Company.

Elements and Purpose of Executive Compensation

Our Named Executive Officers’ compensation has historically had three primary components—base salary, annual cash incentive compensation and long-term incentive compensation. Pursuant to the Incentive Compensation Plan, we may grant cash incentive awards, stock-based awards or a combination of both. In 2010, we established cash incentive

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awards and performance-based RSU awards. Each component of the compensation program is designed to serve a particular purpose, as set forth in the table below:

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Notwithstanding the compensation elements that have typically been included in our compensation program, in light of the coronavirus pandemic, changes to our industry, and the general uncertainty of the market during 2020, the Compensation Committee determined that it would be appropriate to suspend making any decisions with respect to short-term and long-term incentive compensation awards to the Named Executive Officers during 2020. Ultimately, the Compensation Committee determined that it would be in the best interests of our shareholders to suspend the payment or grant of any senior officer bonuses and incentive awards for 2020.

In early 2021, our Compensation Committee revisited this decision in light of the unprecedented and unsettling nature of the events of 2020 with the coronavirus epidemic and its severe impact on the oil and gas industry and noting the improvements to the Company’s business and prospects since the prior volatile year. The committee also took into account conditions in the local Houston job market at the time, as the demand for energy industry professionals expanded to include employers from alternative energy companies as well as oil and gas companies. As a result, the Compensation Committee recommended that, in addition to incentive cash and long-term incentive awards to be issued under the Company’s plans, each Named Executive Officer should receive a discretionary non-plan cash bonus award primarily for retention purposes. That bonus award was conditioned upon the individual’s continued service to us through two separate payment dates, as detailed further below. Similar discretionary bonuses were paid to all employees in the organization who participate in the bonus plan, as the Company found that steeper competition for employees was broad-based in the Houston market.

With respect to our equity-based compensation awards, the Compensation Committee believes that by personally owning a significant equity interest in the Company, the executives’ interests are better aligned with the shareholders. In designing our 2021 long-term incentive compensation plan, the Compensation Committee took note of the fact that the Chief Executive Officer owns a significant equity interest in the Company. Accordingly, in the judgment of the Compensation Committee there could not have been a better alignment between the most senior officer’s interests and those of the shareholders regarding his pursuit of development of projects with appropriate long-term risk/reward and the best potential for long-term value creation for the shareholders. This overarching alignment between the interests of the Chief Executive Officer and the shareholders allowed the Compensation Committee the flexibility to design a hybrid long-term incentive plan.

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In addition, there is a retention element in the design of our 2021 program because the long-term awards vest over a three-year period. While a portion of the long-term awards granted in each year are subject to performance criteria, the targets for such criteria were chosen to ensure that the criteria are reasonably obtainable during the year to which the grant relates, but they are not intended to be “stretch targets.” The Compensation Committee has historically designed the long-term awards in this manner in order to make the achievement of the award more demanding than a purely retention-oriented grant, yet less demanding than some long-term equity incentive plans because of the belief that it helps align the executives’ interest with those of the shareholders if they personally own a significant amount of equity interest in the Company.

In addition, our Named Executive Officers participate in the benefit plans and programs that are generally available to all employees of the Company and receive perquisites and other personal benefits, all of which are intended to be part of a competitive overall compensation program. Particularly with respect to our Chief Executive Officer, we consider his perquisites and other benefits to be a material element of his overall compensation package, and the value of such benefits are considered the same as cash compensation when we make decisions regarding his salary, annual cash incentive compensation and long-term incentive compensation awards.

Base Salary

Base salaries for our Named Executive Officers are established based on their role within the Company and the scope of their responsibilities, taking into account the market compensation paid by the peer group and survey companies described above. Their base salaries are reviewed annually and adjusted from time to time to realign salaries with those market levels after taking into account changes in individual responsibilities, performance, experience and/or cost of living.

February 2021 Special Retention Compensation

We typically grant annual cash incentive awards pursuant to the Incentive Compensation Plan (the “Cash Incentive Awards”). The Cash Incentive Awards are designed to align executive officer pay with the Company’s financial performance, as well as performance against important short-term initiatives and are intended to reward our Named Executive Officers based on the achievement of very detailed and clear company objectives. We did not grant such Cash Incentive Awards in the 2020 calendar year due to various factors resulting from the unusual environment that our industry was operating within among the coronavirus outbreak. However, in February 2021, we granted certain cash bonus awards to employees who typically participated in our Cash Incentive Awards, including our current Named Executive Officers, to retain and motivate our employees, recognizing that they had not been competitively compensated during the 2020 year. As explained above, the Committee believed it necessary and appropriate to grant these discretionary bonuses because of a steep increase in competition for talent in the energy industry generally in the Houston area. These awards were granted in the 2021 year, therefore they will be reflected within this CD&A and the Summary Compensation Table below as 2021 compensation items, however we view them, in part, as recognition for their efforts during the 2020 calendar year. Our Named Executive Officers received cash bonus awards in the amounts set forth in the table below, half of which was paid on March 15, 2021 and the second half was paid April 15, 2021.

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Annual Cash Incentive Compensation

With respect to the 2021 year, the Cash Incentive Awards were again structured as formulaic annual incentive awards, similar to the Cash Incentive Awards in effect during the 2019 year. The Cash Incentive Awards for the 2021 year rewarded our Named Executive Officers based on the achievement of very detailed and clear company objectives (the “Performance Metrics”).

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In previous years, we modified the Cash Incentive Awards in two ways to better align the Cash Incentive Awards with metrics that we believe more directly impact the Company’s operational performance and profitability, a design that we carried through to the 2021 awards as well. We strive thereby to increase accountability at the project level, significantly emphasize the importance of safe operations and creating more individual reward potential for employees to encourage entrepreneurial and results-driven thinking and behavior (as opposed to a purely mechanical approach). Each year, the Performance Metrics applicable to the 2021 Cash Incentive Award included metrics focused on production, reserves, LOE, G&A and Adjusted EBITDA margin, each measured on a corporate level. We also included a corporate level ESG Score metric as well as three other operational metrics related to project-level capital expenditures, production timing and reserves estimates. The Performance Metrics we established for the 2021 year are detailed below. The awards also include an individual performance multiplier (“Individual Performance Multiplier”) that gives greater weight to individual performance and contribution. As a result, the Cash Incentive Award is adjusted by, and heavily influenced by, the Individual Performance Multiplier.

Generally, Named Executive Officers receive an individual performance score for the year based on a scale of 1 to 5, expressed in increments of tenths, which correspond to an Individual Performance Multiplier scale from 0 to 1.9 as follows:

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The 2021 Cash Incentive Award program provides for an annual cash payment equal to an established target cash incentive amount (annual base salary multiplied by a target percentage identified in the table below for each executive), multiplied by a total performance score for the Company (between 0% and 200% using straight-line interpolation) as determined by a set of pre-defined Performance Metrics, multiplied by an Individual Performance Multiplier (between 0 and 1.9). If the individual performance score was 2 or less, or the Performance Metrics have, in the aggregate, resulted in less than the threshold levels for the year, no award was to become payable for the year.

The Compensation Committee has designed the 2021 Cash Incentive Awards program with an additional overall financial metric that works in combination with the 2021 Performance Metrics. In summary, once we determine the amount that each Named Executive Officer has earned (based on the 2021 Performance Metrics and the Individual Performance Multiplier) we will generally be required to make the payment only if and when we achieve an annual Adjusted EBITDA in an amount exceeding $200 million as of the end of the quarter before the bonus is paid, plus the three consecutive preceding fiscal quarters, as reported in our Earnings Release. This overriding Adjusted EBITDA metric must be met before December 31, 2022 in order for any payments of the 2021 Cash Incentive Award to be made. The Compensation Committee added this condition to the payment of the Cash Incentive Awards in recognition of the fact that significant and rapid changes in commodity prices can present extremely difficult conditions and the Company needs to protect its liquidity while such conditions persist. This formulation of the Cash Incentive Award allows the executives to retain the possibility to benefit from their accomplishments if and when the industry and the Company recover from such dislocation. This overall financial metric was met during the 2021 year.

The Individual Performance Multiplier was to be determined for every employee who received a 2021 Cash Incentive Award at year-end in conjunction with an end-of-year performance assessment.

For the Named Executive Officers, the fiscal 2021 target cash incentive amounts as a percent of base salary were as follows:

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The 2021 award was contingent upon our attainment of the following Performance Metrics, provided, however, the 2021 Incentive Cash Award was subject to an additional overall financial metric that must be achieved on or before December 31, 2022, as described above, as well as the Individual Performance Multiplier.

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Performance Metrics for 2021 Cash Incentive Compensation

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ESG Score Calculation Details

Combined ESG Score: 0 to 12 points

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Total Recordable Incident Rate (“TRIR”): Total Number of Recordable Cases (occupational injury requiring medical treatment) multiplied by 200,000 divided by total hours worked by all employees during the year covered.

Spill Ratio: Barrels spilled / millions of barrels produced.

INC to Component Ratio: Number of Incidents of Non-Compliance (“INCs”) divided by number of components inspected by the Bureau of Safety and Environmental Enforcement (“BSEE”).

Employee Development Training Courses (per Employee): The minimum number of Company-sponsored employee development training courses (as specified by the Company for the calculation of this performance metric) per employee, completed by at least 75% of active employees during the performance period to achieve the specified level.

Attaining or exceeding the Performance Metrics is not assured and requires significant effort by our Named Executive Officers and other employees. Where the actual performance achieved is between threshold, target and maximum objectives, the Company interpolates (using straight-line interpolation) the Award Percentage for any given Performance Metric. Actual performance levels achieved for the 2021 year are described below.

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In 2021, the Company did not achieve a number of its Performance Metrics. Hurricane Ida had a significant impact on production of oil and gas in the Gulf of Mexico. While the Company recovered from the damages to our platforms fairly quickly, a significant amount of the Company’s production was interrupted for a prolonged period of time because bringing that production to market requires the use of pipelines and other infrastructure owned by third parties. In many cases, this infrastructure was not in place for up to four months following Hurricane Ida. Likewise, drilling activity was substantially impacted. Recovery from Hurricane Ida, and indeed the ordinary normal operations were substantially constrained by the effects of the coronavirus outbreak. Due to the effects of Hurricane Ida and the coronavirus outbreak, staffing our platforms safely presented extremely difficult challenges through 2021. Consequently, the Compensation Committee felt that a pure mathematical approach to the Performance Metrics would cause the Company to lose valuable talent to a newly enlarged pool of competitors in the Houston energy market. For these reasons, management did not apply a purely mathematical approach to the 2021 bonus, and awarded a discretionary amount that was intended to compensate for the factors discussed above. The Compensation Committee determined that it was prudent and necessary to follow the example of management. Accordingly, the amounts reflected in the cash bonus in the Summary Cash Compensation Table herein are in excess of the amounts that a purely mathematical approach would have yielded. The Compensation Committee believes strongly in rewarding performance, and in past years there have been circumstances under which no bonuses were paid. However, 2021 was an aberrational year for the Company, as it has been for many companies in the United States, and the Compensation Committee determined the award of discretionary amounts was reasonable under the circumstances.

Long-Term Equity Incentive Compensation

We granted service-based restricted stock unit (“RSUs”) awards and performance-based cash awards and performance-based restricted stock unit awards (together, the “PSUs”) to each of the Named Executive Officers during 2021. The serviced-based RSU awards vest in equal one-third installments over a three-year period, subject to the Named Executive Officers’ continued employment through each applicable vesting date. The PSU awards are based on a relative TSR metric. The PSU awards vest based on the satisfaction of our relative TSR ranking to a predetermined set of peers generally throughout the first calendar year of grant, thereafter becoming subject to service-based vesting requirements until the service vesting date of October 1, 2023. As noted above, the PSU award agreements also provided the recipients with a performance-based cash incentive award, which is subject to the same terms and conditions as the PSU, including all performance metrics and vesting conditions, although it is the Company’s expectation that the performance-based restricted stock unit portion of the award will be settled in shares of our common stock, while the cash award will be settled in cash. Because both portions of the long-term performance award are governed by the same terms and award agreements, we refer to them together as the PSUs throughout these discussions.

Total long-term equity award values were determined based upon a percentage of the Named Executive Officer’s base salary for the year, and dividend bas set forth in the table below. The split between the service-based RSUs and the PSUs (at target), as a percentage of salary, are also set forth below for each Named Executive Officer:

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PSU awards for 2021 were further allocated as 34.3% in performance-based restricted stock unit awards and 65.7% in performance-based cash incentive awards.

The TSR for the Company and each member of the peer group will generally be calculated as follows: (X + Y)/Z, where “X” equals the difference in the volume-weighted average closing price (“VWAP”) of the company’s securities for the 20 consecutive trading days prior to the end of the performance period, minus the VWAP of that company’s securities for the 20 consecutive trading days at the beginning of the performance period; “Y” means the cumulative

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amount of dividends and distributions (whether in the form of cash or equity) paid in respect of the company’s securities during the performance period, assuming dividends and distributions on such securities are reinvested in additional shares of the company’s securities; and “Z” means the VWAP of a company’s securities for the 20 consecutive trading days at the beginning of the performance period. Depending on the Company’s ranking within the performance peer group, the PSU award may be earned from 0% to 200% of the target amount of the award, but in no event will the earned award exceed the target amount if the Company’s TSR for the applicable performance period is negative. The performance peer group for the 2021 performance-based equity awards consists of the following companies:

Other Compensation and Benefits. All of our Named Executive Officers are eligible to participate in all of our employee benefit plans, such as medical, dental, group life, disability, accidental death and dismemberment insurance and our 401(k) plan, in each case on the same basis as all other employees. These benefits are provided so as to assure that we are able to maintain a competitive position in terms of attracting and retaining executive officers and other employees.

Perquisites and Other Personal Benefits. We provide our Named Executive Officers with perquisites and other personal benefits that the Company and the Compensation Committee believe are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain superior employees for key executive positions.

The value of such benefits is a very small percentage of total compensation for all Named Executive Officers with the exception of our Chief Executive Officer. Under an arrangement between the Company and the Chief Executive Officer, which was originally entered into in 2004 and subsequently amended in 2010, Mr. Krohn is entitled to the use of Company- chartered aircraft for personal travel for security reasons and to facilitate efficient personal and business travel. In addition, an aircraft personally owned by Mr. Krohn may be chartered by the Company and used by Mr. Krohn for any purpose. The Company reflects the amounts attributable to Mr. Krohn’s personal aircraft usage within “All Other Compensation” in the Summary Compensation Table that follows. In 2021, Mr. Krohn’s aircraft was used by the Company or Mr. Krohn for 93.9 flight hours. Aggregate incremental cost, if any, of travel by Mr. Krohn’s family or

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other guests when accompanying Mr. Krohn on both business and non-business occasions is also included in the Summary Compensation Table when applicable.

Setting Executive Compensation in 2021

Base Salary. The base salary of each Named Executive Officer is reviewed annually by the Compensation Committee. Please see “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards.” Increases to the Chief Executive Officer’s salary are established by the Compensation Committee (and ratified by the Board), and for our other Named Executive Officers, our Chief Executive Officer recommends salary increases, which are reviewed and approved by the Compensation Committee.

For 2021, the primary factor in determining the amount of base salaries was the Compensation Committee’s subjective assessment of individual performance of each of our Named Executive Officers. The Compensation Committee also reviewed the comparative compensation data discussed above to assess the reasonableness of the base salary amounts in light of the officer’s duties and responsibilities as compared to similarly situated officers. As a result of this review, none of the base salaries for the NEOs changed. In addition, with respect to Mr. Krohn’s 2021 base salary, the Compensation Committee took into consideration the fact that the employment agreement we entered into in 2010 with Mr. Krohn provides him with aircraft benefits each year. This benefit, while not a fixed amount in any given year, is deemed to be a material aspect of Mr. Krohn’s compensation package. The Compensation Committee takes the cash value of this benefit into consideration when reviewing Mr. Krohn’s base salary against his peers. Additionally, the Compensation Committee takes into account the following ways that Mr. Krohn has personally supported the Company, which the Committee believes to provide valuable competitive advantages for the Company:

The base salary amounts for each of the Named Executive Officers for the 2021 and 2020 years were as follows:

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Annual Cash Incentive Compensation. The Compensation Committee annually reviews the recommendation of executive management regarding the performance-based goals for the Company. As discussed above, the Compensation Committee awarded certain cash bonus awards to our current Named Executive Officers in recognition of the successful efforts of our employees in continuing to navigate well through the various challenges in the industry, including the improvement in the strength of our balance sheet as evidenced by the meaningful reduction in net debt and increase in liquidity, as well as to retain and motivate employees with competitive compensation.

As discussed above, the Compensation Committee established the targets for 2021 with reference to forecasts and other financial and operational data. The Compensation Committee set award targets based on production, reserve growth, LOE containment, G&A cost containment, Capital Expenditures containment, well-level production timing, pre-

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drill and post-drill reserves, Adjusted EBITDA Margin, ESG Score and individual performance. Each metric was selected due to the Compensation Committee’s belief that the metric was an important measure of the performance of the Company and, in turn, potential shareholder value.

The following chart presents information about the actual performance relative to the Performance Metrics established by the Compensation Committee and the calculation of the award:

In determining the individual performance for the NEOs, the Compensation Committee considered the individual contribution of the NEOs to the achievement of Company goals, such as making accretive acquisitions/dispositions, continuing high rates of drilling success, prudently managing the Company’s balance sheet and cash flows, maintaining good liquidity, increasing proved reserves, increasing production and controlling and reducing costs. The Compensation Committee also discussed various factors that we believe significantly impacted our business and operations during the 2021 year, including having production delays that were due to unpredictable hurricanes and third-party platforms and pipeline issues. These events, which were not under the control of our executives, directly impacted at least three of the performance metrics that were a part of the 2021 Cash Incentive Award design, such as production, EBITDA margin and LOE and G&A per boe, in ways that could not have been predicted or influenced by our executive officers. Our Compensation Committee saw an immediate need to address retention concerns, as we could lose executive talent in a robust job market to other oil and gas companies or to the growing renewable energy industry if our compensation is not deemed to be competitive in the market. Therefore, our Compensation Committee determined to pay the 2021 Cash

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Incentive Awards in two portions: the formulaic amounts earned pursuant to the 2021 Cash Incentive Award structure described above, and a discretionary individual adjustment to those awards.

Accordingly, the following chart presents information about the awards eligible by each of our Named Executive Officers with respect to the actual performance for the 2021 year.

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Long Term Equity Awards. As discussed above, the PSUs granted in 2021 were subject to the satisfaction of our relative TSR ranking against our peers in the 2021 year. In 2021, the Company ranked in the 25.4^th percentile against our peers, resulting in 50.8% of the 2021 PSUs becoming eligible to vest. Accordingly, 50.8% of the awarded PSUs are now eligible for vesting on October 1, 2023, subject to the requirement of continuous employment with the Company through such date.

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Compensation Policies

Tax and Accounting Treatment. Section 162(m) of the Code limits the amount of compensation that may be deducted per covered employee to $1.0 million per taxable year. Following the enactment of the Tax Cuts and Jobs Act, beginning with the 2018 calendar year, the $1.0 million annual deduction limitation applies to compensation paid to any individual who is the Chief Executive Officer, Chief Financial Officer or one of the other three most highly compensated executive officers for 2017 or any subsequent calendar year, and there is no longer any exception for qualified performance-based compensation. For periods after 2017, without the performance-based compensation exception, it is expected that any compensation deductions (other than grandfathered amounts) for any individual who is our Chief Executive Officer, Chief Financial Officer or one of our other three most highly compensated executive officers in 2017 or any later year (including the 2020 year), will be subject to a $1.0 million annual deduction limitation. Tax deductibility is only one factor that the company considers when setting compensation, therefore certain compensation paid to applicable executive officers may not be deductible.

We account for stock-based payments in accordance with the requirements of ASC Topic 718, by which compensation cost is based on the fair value of the equity instrument on the date of grant and is recognized over the period during which an employee is required to provide service in exchange for the award. Because we may offer incentive stock options, non-qualified stock options and restricted stock grants, the deductibility of an equity compensation award by us may not always occur at the time the award is otherwise taxable to the employee.

Basis for Allocation among Incentives. Except as described above, our Compensation Committee has not adopted any formal or informal policies or guidelines for allocating compensation between long-term and currently paid compensation, between cash and non-cash compensation or among different forms of non-cash compensation. As noted within the introduction of the section above titled “Elements and Purpose of Compensation,” different forms of compensation serve to meet our various compensation goals, from incentivizing to retaining our executives. Those goals are best met by analyzing the environment in which we will be operating each year and the changing market analysis of our peer group. The allocation of our compensation items needs to be flexible enough to accommodate changing needs.

Although we have historically granted restricted stock units pursuant to our equity program, incentive awards under the Incentive Compensation Plan may be granted in any one or a combination of the following awards in the future: (a) incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights, (d) restricted stock, (e) performance shares, (f) restricted stock units, (g) bonus stock, (h) dividend equivalents, or (i) cash awards.

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Adjustment or Recovery of Awards upon Restatement of Company Performance. We adopted a clawback policy in 2014 and amended such policy in June 2018 (the “Clawback Policy”) that is applicable to all awards, cash or equity-based granted under our Incentive Compensation Plan, including any dividend equivalents or other cash awards incorporated in an RSU or other stock-based incentive award. The Clawback Policy generally states that in the event of any required restatement of the Company’s financial statements due to material noncompliance with financial reporting requirements, or an error or mistake in the calculation of a performance metric or goal that is the basis of payment of incentive compensation, the Compensation Committee and the Board each have the authority to cause an executive officer to repay all or applicable portions of the incentive award in question. The Compensation Committee shall have full discretion to determine the form, the amount and the timing of the recoupment, subject to any applicable laws that may govern the transaction.

In connection with the amendment of the Clawback Policy in June 2018, the Compensation Committee also approved the inclusion of a provision in all awards granted under our Incentive Compensation Plan that awards to any employee would be subject to any clawback policies that we may adopt, whether in response to the Dodd-Frank Act or otherwise. Also, under the terms of the Incentive Compensation Plan, the Compensation Committee has the authority to adjust financial targets when unforeseen events affect the Company’s results of operations.

Stock Ownership Guidelines. On February 24, 2010, our Board approved the adoption of the W&T Offshore, Inc. Stock Ownership and Retention Policy (the “Policy”). The Compensation Committee administers the Policy for employees subject to Section 16 of the Exchange Act, while our Chief Executive Officer administers the Policy for all other eligible employees. During 2021, the Policy was applicable to all employees who were eligible to and actually received equity-based awards pursuant to the Incentive Compensation Plan. The Policy requires our eligible employees to hold a number of shares of our Common Stock having a value in excess of set multiples of the amount of his or her annual base salary and to be compliant with the Policy within the four-year period after becoming subject to the Policy. Until such time as an employee owns the requisite shares of Common Stock, the employee is required to retain all shares of Common Stock that the employee owns or is granted. In addition, any cash amounts (net of taxes) received as payments for equity based awards, such as restricted stock units paid out in cash, must be used to purchase shares of Common Stock on the open market. Following the achievement of the amount and subject to any applicable securities laws, the individual may conduct any appropriate transactions with our Common Stock so long as he or she does not fall below the required amount as a result. The Company can grant exceptions to the Policy in the event of certain financial needs and other circumstances. On March 21, 2022, Shahid A. Ghauri, Vice President, General Counsel and Corporate Secretary of the Company and a Named Executive Officer, informed the Company that he sold substantially all shares of Company common stock beneficially owned by him to cover personal expenses for family elder care.

Common Stock that counts toward the satisfaction of the stock ownership level shall include: (a) shares of Common Stock owned outright by the employee and his or her immediate family members who also share the same household; (b) shares of Common Stock acquired upon an option exercise or upon the lapse of restrictions on other awards; (c) Common Stock purchased in the open market; and (d) deemed or actual stock investments due to an employee’s participation in our 401(k) plan.

A hardship exemption may be granted to an employee prior to the time he or she has satisfied the initial ownership requirement. Prior to such time, the Plan Administrator holds the authority to relieve an employee from the Policy upon a determination that the employee has incurred a unique financial or personal situation where the Policy becomes inequitable in light of the employee’s circumstances. The penalty for noncompliance with the Policy may result in the suspension of any future grants or awards to the employee, or the employee’s base salary and compensation may be frozen at current levels until such time as the employee meets the terms of the Policy.

Anti-Hedging Policy. We have adopted a policy that prohibits directors, executives and other employees from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our Common Stock.

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Employment Agreements, Severance Benefits and Change of Control Provisions

We have historically maintained employment agreements with certain of our Named Executive Officers. As of December 31, 2021, the only employment agreement that was still in effect was our employment agreement with our Chief Executive Officer, Mr. Krohn. We entered into the employment agreement with Mr. Krohn on November 1, 2010, which, following an initial term of three years, is subject to automatic extensions for additional one-year periods each November 1^st. We have determined that it is important for us to ensure that Mr. Krohn performs his role for an extended period of time, as he is the subject of numerous key man provisions in our company’s material contracts and credit agreements. Certain provisions contained in this agreement, such as non-competition and non-solicitation provisions as well as change of control payments, are essential to retaining a talented chief executive officer and protecting our shareholders. We believe that it is appropriate to compensate Mr. Krohn to refrain from working with competitors following termination, and that compensation enhances the enforceability of his agreement. Mr. Krohn’s employment agreement, including the potential severance and change of control provisions, are described in more detail elsewhere in this proxy statement. Please read “Executive Compensation and Related Information—Potential Payments Upon Termination or a Change in Control.”

The employment agreement between us and Mr. Krohn and the related severance provisions are designed to meet the following objectives:

Change of Control. In certain scenarios, the potential for merger or being acquired may be in the best interests of our shareholders. As a result, we provide potential compensation to Mr. Krohn in connection with a change of control transaction. Our intent is to promote his ability to act in the best interests of our shareholders even though his employment could potentially be terminated as a result of the transaction.

Termination without Cause or for Good Reason. If we terminate Mr. Krohn’s employment “without cause” or he terminates his employment for “good reason,” as each such term is defined in the employment agreement, we are obligated to pay him certain compensation and other benefits as described in greater detail in “Potential Payments Upon Termination or a Change in Control” below. Both parties have mutually agreed to a severance package that would be in place prior to any termination event. This provides us with more flexibility to make a change in the chief executive officer if such a change is in the best interests of our Company and its shareholders.

Each of the Named Executive Officers will be entitled to certain benefits upon change in control events with respect to outstanding equity awards granted under our Incentive Compensation Plan, as more fully described within the section below titled “Potential Payments Upon Termination or a Change in Control.”

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COMPENSATION COMMITTEE REPORT

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

Submitted by the Compensation Committee.

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EXECUTIVE COMPENSATION AND RELATED INFORMATION

Summary Compensation Table

The following table sets forth certain information with respect to the compensation paid to Mr. Krohn, our Chairman, Chief Executive Officer and President, Ms. Yang, our Chief Financial Officer, and the Company’s three other most highly compensated executive officers for the year ended December 31, 2021, 2020 and 2019 fiscal years.

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2021 Grants of Plan-Based Awards

The following table sets forth information with respect to the equity-based incentive awards under the Incentive Compensation Plan, the long-term cash incentive portion of the PSUs, and the 2021 Cash Incentive Awards. Amounts reflect grant date values, rather than actual values that may be received upon the vesting or settlement of the award.

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