Committee Members

  • Randall Albert
  • Joseph Hurliman, Jr.
  • Andrew E. Schultz

Compensation Committee Charter


This Compensation Committee Charter was adopted by the Board of Directors (the “Board”) of
Vanguard Natural Resources, Inc. (the “Company”) on August 9, 2017.


The Compensation Committee (the “Committee”) shall determine and approve, either on its own
or with the Company’s independent directors, compensation of the Chief Executive Officer (the
“CEO”) and assist the Board in: (i) determining appropriate compensation levels for the
Company’s other executive officers; (ii) evaluating officer and director compensation plans,
policies and programs; and (iii) reviewing compensation and benefit plans for officers and

In discharging its role, the Committee is empowered to investigate any matter brought to its attention
with access to all books, records, facilities and personnel of the Company. The Committee may, in
its sole discretion, select, retain or obtain the advice of independent legal counsel, compensation
consultants or other advisors (collectively, “Advisors”) and will receive from the Company
appropriate funding, as determined by the Committee, for payment of reasonable compensation
to such Advisors. The Committee will be directly responsible for the appointment, compensation
and oversight of the work of any Advisor retained by the Committee, who shall be accountable
ultimately to the Committee. Prior to selecting an Advisor, the Committee shall assess the Advisor’s
independence from management of the Company, taking into consideration all relevant factors
the Committee deems appropriate to such Advisor’s independence, including any factors specified
in applicable rules and regulations. The Committee may select or receive advice from any Advisor
it prefers, including Advisors that are not independent, after considering the independence factors
required by applicable rules and regulations.


The Committee shall consist of three or more members of the Board. To the extent applicable
as determined by the Company’s position as a private or publicly held entity, its registrant status with
the Securities and Exchange Commission or other regulatory body, or its listing status on any securities
exchange, the membership of the Committee shall satisfy any and all independence and experience
requirements, applicable pursuant to law, SEC rules, the requirements of any stock exchange on which
securities of the Company are listed, or otherwise. The members of the Committee shall be appointed
by the Board based on recommendations from the nominating and corporate governance committee
of the Board. The members of the Committee shall serve for such term or terms as the Board may
determine or until such member’s earlier resignation or death. The Board may remove any member
from the Committee at any time with or without cause, by resolution of the Board.


The Board shall designate a member of the Committee as chairperson. The Committee shall meet
on such number of occasions as circumstances dictate, but in any event at least twice annually,
including at least once annually with the CEO and any other corporate officers the Board and
Committee deem appropriate to discuss and review the performance criteria and compensation levels
of key executives. Unless the Committee or the Board adopts other procedures, the provisions of the
Company’s Bylaws, as amended, applicable to meetings of Board committees (or if no such
provisions exist, the provisions thereof applicable to meetings of the Board) will govern meetings of
the Committee. The Committee may invite such members of management to its meetings as it deems
appropriate. However, the Committee shall meet regularly without such members present, and in all
cases the CEO and any other such officers shall not be present at meetings at which their
compensation or performance is discussed or determined.


The following responsibilities are set forth as a guide with the understanding that the Committee may
diverge as appropriate given the circumstances. The Committee is authorized to carry out these and
such other responsibilities assigned by the Board from time to time, and take any actions reasonably
related to the mandate of this Charter.

To fulfill its purpose, the Committee shall:

1. review and approve corporate goals and objectives relevant to CEO compensation consistent
with the Company’s compensation philosophy as established by the Board, including annual
performance objectives;

2. evaluate at least annually the performance of the CEO against those corporate goals and
objectives, and determine or act with independent directors as directed by the Board to
determine and approve the compensation level for the CEO based on this evaluation. In
determining the long-term incentive component of CEO compensation, the Committee may
consider the Company’s performance and relative stockholder return, the value of similar
incentive awards given to CEOs at comparable companies and the awards given to the
Company’s CEO in past years, among any other factors the Committee may deem relevant;

3. review and make recommendations to the Board with respect to non-CEO compensation;

4. review and make recommendations to the Board for approval of any changes in incentive
compensation plans and equity-based compensation plans;

5. administer and monitor compliance with the rules and guidelines of the Company’s equitybased

6. review, and make recommendations to the Board regarding, any employment agreements
and any severance arrangements or plans, including any benefits to be provided in
connection with a change in control, for the CEO and other executive officers, which
includes the ability to adopt, amend and terminate such agreements, arrangements or plans;

7. determine stock ownership guidelines for the CEO and other executive officers and monitor
compliance with such guidelines;

8. review, and make recommendations to the Board regarding, all employee benefit plans for
the Company, which includes the ability to adopt, amend and terminate such plans;

9. conduct an annual self-evaluation of the performance of the Committee, including its
effectiveness and compliance with this Charter;

10. if appropriate and necessary, evaluate the independence of any Advisors retained by the
Committee annually; provided, however, that the Committee will not be required to assess the
independence of any Advisor whose role is limited to (i) consulting on any broad-based plan
that does not discriminate in terms of scope, terms or operation, in favor of officers or directors
of the Company, and is available generally to all salaried employees of the Company, or (ii)
providing information that either is not customized to the Company or that is customized
based on parameters that are not developed by the Advisor, and about which the Advisor does
not provide advice;

11. make a recommendation to the Board regarding the frequency of the advisory vote on
compensation of the Company’s named executive officers;

12. review and reassess the adequacy of this Charter annually, and propose amendments to the
Board as the Committee deems appropriate; and

13. report regularly to the Board on Committee findings and recommendations and any other
matters the Committee deems appropriate or the Board requests, and maintain minutes
or other records of Committee meetings and activities.