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:

SANDRIDGE ENERGY, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

A Message from the Board of Directors

To Our Stockholders,

You are cordially invited to the 2019 Annual Meeting of Stockholders of SandRidge Energy, which will be held at 123 Robert S. Kerr Avenue, Oklahoma City, Oklahoma 73102, on May 23, 2019 at 9:00 a.m., central time.

The formal Notice of Annual Meeting and Proxy Statement, which are contained in the following pages, outline the actions that will, or may, be taken by the stockholders at the Annual Meeting.

In June of last year, you elected us to effect change and to refocus SandRidge’s priorities on initiatives that will align the policies and practices of management with the interests of stockholders. We, along with our new CEO, are focused on that goal and are committed to transparency for you, our stockholders. One important focus of ours has been the reformation of the Company’s executive compensation structure. As you will read throughout this proxy statement, the way forward is a compensation program better aligned with our industry peers and your vested interests. We are committed to this shift in focus and have made significant progress since elected last year.

In that regard, we are confident our nominees for the Company’s Board have the right mix of professional achievement, skills, and experiences that qualify them to serve as responsible, disciplined custodians of your capital, overseeing the Company’s new management. Therefore, the Board unanimously recommends that you vote FOR the election of the nominees proposed by the Board herein.

We value your feedback with respect to our strategy, leadership and governance, and look forward to continuing our constructive conversations. In 2017, you expressed your desire to cast advisory votes on the compensation of the Company’s named executive officers every year, and we are continuing our commitment to provide you with that opportunity. However, due to the changes made to the compensation policies and practices of the Company in the second half of last year, and changes currently being made by our newly appointed CEO, we do not believe the 2018 compensation disclosed in this proxy statement is completely reflective of the Company’s policies going forward. Therefore, the Board unanimously recommends that you ABSTAIN from voting on the non-binding advisory vote on compensation, and look to next year’s proxy statement for detailed disclosure regarding the new compensation philosophy of SandRidge.

Your vote is important and we encourage you to vote even if you are unable to attend the Annual Meeting. You may vote by Internet or by telephone using the instructions on the Notice or by signing and returning the proxy card in the postage-paid envelope provided for your convenience. You may also attend and vote at the Annual Meeting.

This is an exciting time for SandRidge as we continue to reposition the Company with a focus on maximizing shareholder value. On behalf of the entire Board, we sincerely appreciate your continued support.

For the Board of Directors,

Jonathan Frates,		Paul D. McKinney,
Chairman of the Board,		President and Chief Executive Officer
SandRidge Energy, Inc.		SandRidge Energy, Inc.

The attached Proxy Statement is dated and is first being mailed on or about April 22, 2019. Your vote is important. Please vote your shares promptly. You can find voting instructions on the attached Proxy Statement’s enclosed proxy card or voting instruction card.

If you have any questions or require any assistance with respect to voting your shares, please contact the Company’s proxy solicitor at the contact listed below:

Harkins Kovler, LLC

3 Columbus Circle, 15^th Floor

New York, New York 10019

(212) 468-5380

or

Call Toll-Free (844) 218-8384

Email: SandRidge@harkinskovler.com

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Notice of Annual Meeting of Stockholders

NOTICE IS HEREBY GIVEN that the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of SandRidge Energy, Inc., a Delaware corporation (the “Company” or “SandRidge”), will be held at 123 Robert S. Kerr Avenue, Oklahoma City, Oklahoma 73102, on May 23, 2019, at 9:00 a.m., central time, with respect to the proposals described below:

The Annual Meeting may be adjourned from time to time. At any adjourned meeting, action with respect to the matters specified in this notice may be taken without further notice to stockholders, unless required by applicable law or the Amended and Restated Bylaws of the Company (the “Bylaws”).

Stockholders of record of shares of our common stock at the close of business on March 29, 2019 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. A list of our stockholders as of the close of business on the Record Date will be available at the Annual Meeting and at the Company’s corporate office, 123 Robert S. Kerr Avenue, Oklahoma City, Oklahoma 73102, for the ten days prior to the Annual Meeting.

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OF SPECIAL NOTE TO SHAREHOLDERS FOR THIS ANNUAL MEETING

Ratification of Independent Auditors

The Board believes that our shareholders should be asked to ratify every year the Company’s independent registered public accounting firm, which audits the Company’s financial statements. However, in following best governance practices, periodically the Audit Committee will seek proposals from accounting firms to perform such audit, as is the case this year. Accordingly, the Company is not currently seeking the ratification of the auditing firm by the stockholders for the year ending December 31, 2019, as the Audit Committee has not yet selected that firm. The selection of the Audit Committee will be submitted to stockholders for ratification at the next annual or special meeting of stockholders called for any purpose. (Please see further details beginning on page 16.)

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON May 23, 2019

This Notice of Annual Meeting of Stockholders, the accompanying Proxy Statement, the Company’s 2018 Annual Report, and any amendments thereto, and proxy card are available free of charge at: https://materials.proxyvote.com/80007P.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND. ACCORDINGLY, AFTER READING THE ACCOMPANYING PROXY STATEMENT, PLEASE FOLLOW THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD AND PROMPTLY SUBMIT YOUR PROXY BY TELEPHONE, THE INTERNET OR MAIL AS DESCRIBED ON THE PROXY CARD. PLEASE NOTE THAT EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE RECOMMEND THAT YOU VOTE USING THE ENCLOSED PROXY CARD PRIOR TO THE ANNUAL MEETING TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED. EVEN IF YOU VOTE YOUR SHARES PRIOR TO THE ANNUAL MEETING, YOU CAN REVOKE THAT PROXY AND SUBMIT A NEW PROXY BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD OR BY FOLLOWING THE INSTRUCTIONS PROVIDED IN THE PROXY CARD TO SUBMIT A PROXY TO VOTE YOUR SHARES OVER THE INTERNET OR BY TELEPHONE OR BY VOTING IN PERSON AT THE ANNUAL MEETING. ONLY YOUR LATEST PROXY CARD OR VOTING INSTRUCTION FORM WILL BE COUNTED.

IF YOU ARE A RECORD HOLDER OF SHARES, OR AN OWNER WHO OWNS SHARES IN “STREET NAME” AND OBTAINS A “LEGAL” PROXY FROM YOUR BROKER, BANK, TRUSTEE OR NOMINEE, YOU STILL MAY ATTEND THE ANNUAL MEETING AND VOTE YOUR SHARES OR REVOKE YOUR PRIOR VOTING INSTRUCTIONS.

Harkins Kovler, LLC (“Harkins Kovler”) is assisting us with our effort to solicit proxies. If you have any questions or require assistance in authorizing a proxy or voting your shares of our common stock, please contact Harkins Kovler at (844) 218-8384 (toll free for stockholders) or (212) 468-5380 (call collect for banks and brokers). We are not aware of any other business, or any other nominees for election as directors, that may properly be brought before the Annual Meeting.

Regardless of the number of shares of our common stock that you own, your vote will be very important. Thank you for your continued support, interest and investment in SandRidge.

By Order of the Board of Directors,

Paul D. McKinney, President and Chief Executive Officer

Oklahoma City, Oklahoma

April 22, 2019

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Please sign, date and promptly return the enclosed proxy card in the envelope provided, or grant a proxy and give voting instructions by telephone or the Internet, so that you may be represented at the Annual Meeting. Instructions are on your proxy card or on the voting instruction form provided by your broker.

Brokers cannot vote on the Proposals without your instructions.

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The accompanying Proxy Statement provides a detailed description of the business to be conducted at the Annual Meeting. We urge you to read the accompanying Proxy Statement, including the appendices and any documents incorporated by reference, carefully and in their entirety.

If you have any questions concerning the business to be conducted at the Annual Meeting, would like additional copies of the Proxy Statement or need help submitting a proxy for your shares, please contact Harkins Kovler, the Company’s proxy solicitor:

Harkins Kovler, LLC

3 Columbus Circle, 15^th Floor

New York, New York 10019

(212) 468-5380

or

Call Toll-Free (844) 218-8384

Email: SandRidge@harkinskovler.com

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Solicitation of Proxies

The enclosed proxy is solicited by the Board of SandRidge Energy, Inc. for use at the 2019 Annual Meeting of Stockholders, or the Annual Meeting, to be held at 123 Robert S. Kerr Avenue, Oklahoma City, Oklahoma 73102, on May 23, 2019, at 9:00 a.m., central time or at any adjournment or postponement thereof. In this Proxy Statement, unless the context requires otherwise, when we refer to “we,” “us,” “our,” “SandRidge” or the “Company,” we are describing SandRidge Energy, Inc., a Delaware corporation, and when we refer to the “Board,” we are describing the Company’s Board. We refer to holders of common stock as of March 29, 2019, or the Record Date, as “stockholders.” Proxies are solicited to give all stockholders an opportunity to vote on matters properly presented at the Annual Meeting.

Our Annual Report to Stockholders for the year ended December 31, 2018 (“Annual Report”), including audited financial statements, accompanies this Proxy Statement. The Annual Report to Stockholders is not incorporated by reference into this Proxy Statement or deemed to be a part of the materials used for the solicitation of proxies. This Proxy Statement along with a proxy card and the Annual Report to Stockholders is first being mailed to stockholders beginning on April 22, 2019.

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Questions and Answers about the Annual Meeting

Why am I receiving this Proxy Statement?

The Board is soliciting your proxy to vote at our Annual Meeting because you owned shares of our common stock at the close of business on March 29, 2019, or the Record Date, and, therefore, are entitled to vote at the Annual Meeting. At the Annual Meeting, the Company asks you to vote on two proposals:

How does the Board recommend I vote on the proposals?

The Board unanimously recommends that you vote by proxy using the proxy card with respect to the proposals, as follows:

The Company reminds stockholders that only the most recently dated voting instructions will be counted and any prior dated instructions will be disregarded.

When and where is the meeting?

The Annual Meeting will be held at 123 Robert S. Kerr Avenue, Oklahoma City, Oklahoma 73102, on May 23, 2019.

Who is soliciting my vote?

The Board, on behalf of the Company, is soliciting your proxy to vote your shares of our common stock on all matters scheduled to come before the Annual Meeting, whether or not you attend in person. By completing, signing, dating and returning the proxy card or voting instruction form, or by submitting your proxy and voting instructions by telephone or via the Internet, you are authorizing the persons named as proxies to vote your shares of our common stock at the Annual Meeting as you have instructed. Proxies will be solicited on behalf of the Board by the Company’s directors, director nominees and certain executive officers and other employees of the Company.

Additionally, the Company has retained Harkins Kovler, a proxy solicitation firm, which may solicit proxies on the Board’s behalf. You may also be solicited by advertisements in periodicals, press releases issued by us and postings on our corporate website or other websites. Unless expressly indicated otherwise, information contained on our corporate website is not part of this Proxy Statement. In addition, none of the information on the other websites, if any, listed in this Proxy Statement is part of this Proxy Statement.

Why is the Board making such recommendation?

We describe each proposal and the Board’s reason for its recommendation with respect to each proposal elsewhere in this Proxy Statement.

Who is entitled to vote at the Annual Meeting?

Only stockholders of record as of the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting. On March 29, 2019, there were 35,687,141 shares of our common stock issued, outstanding and entitled to vote at the Annual Meeting. Each outstanding share of common stock is entitled to one vote, including unvested shares of restricted stock issued to our directors, executive officers and employees.

How do I vote my shares?

The process for voting your shares depends on how your shares are held. Generally, you may hold shares in your name as a “record holder” or in “street name” through a nominee, such as a broker or bank.

If you hold shares in your name as a “record holder,” you can vote either in person at the Annual Meeting or by proxy whether or not you attend the Annual Meeting. To vote by proxy, you must either:

Please note that telephone and Internet voting will close at 11:59 p.m., Eastern Time, on May 22, 2019.

If you are a record holder and wish to attend the Annual Meeting and vote in person, you will be given a ballot at the Annual Meeting. Please note that you may vote by proxy prior to May 23, 2019 and still attend the Annual Meeting. Even if you currently plan to attend the Annual Meeting in person, we recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

If your shares are held in the name of a broker, bank or other nominee (as is the case when you hold shares in a brokerage account), you should receive separate instructions from the record holder of your shares describing how to vote. Please instruct your broker how to vote your shares using the voting instruction form you receive from your broker. Please return your completed proxy card or voting instruction form to your broker and contact the person responsible for your account so that your vote can be counted. If your broker permits you to provide voting instructions by Internet or by telephone, you may vote that way as well.

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If your shares are held in the name of a broker, bank or other nominee and you want to vote in person, you will need to obtain and bring with you to the Annual Meeting a legal proxy from the record holder of your shares as of the close of business on March 29, 2019, indicating that you were a beneficial owner of shares as of the close of business on such date and further indicating the number of shares that you beneficially owned at that time.

What is a quorum?

A quorum is the presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the outstanding shares of our common stock as of the Record Date. There must be a quorum for the Annual Meeting to be held. If you submit a valid proxy card, vote by telephone or the Internet, or attend the Annual Meeting and vote in person, your shares will be counted as present to determine whether there is a quorum. Abstentions and broker non-votes will be counted for purposes of establishing a quorum.

What happens if I do not submit voting instructions for a proposal? What is discretionary voting? What is a broker non-vote?

If you properly complete, sign, date and return a proxy card or voting instruction form, your shares of common stock will be voted as you specify. If you are a stockholder of record and you sign and return a proxy card, but make no specifications on such proxy card, your shares of common stock will be voted in accordance with the recommendations of our Board, as provided above. If you own your shares in “street name” and you do not provide voting instructions to your bank, broker, trustee or other nominee holding shares of common stock for you, your shares of common stock will not be voted with respect to any proposal for which the stockholder of record does not have discretionary authority to vote. If a proposal is determined to be routine, your bank, broker, trustee or other nominee is permitted to vote on the proposal without receiving voting instructions from you. If a proposal is determined to be non-routine, your bank, broker, trustee or other nominee is not permitted to vote on the proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker, trustee or other nominee holding shares for a beneficial owner returns a valid proxy voting shares as instructed and/or within its discretion on one proposal, but does not vote on another proposal because it does not have discretionary authority to vote on the matter and has not received voting instructions from the stockholder for whom it is holding shares. In such cases, the shares voting on the first proposal, which are not voted on the second proposal, constitute a broker non-vote on the second proposal.

What is the effect of abstentions and broker non-votes?

Abstentions and broker “non-votes” will be counted for purposes of establishing a quorum. Abstention may be specified on all proposals and, with the exception of the election of a director, will have the same effect as a vote against such proposal.

A broker non-vote occurs when the broker is unable to vote on a proposal because the proposal is not routine and the stockholder who owns the shares in “street name” has not provided any voting instructions to the broker on that matter. NYSE rules determine whether proposals are routine or not routine. If a proposal is routine, a broker holding shares for an owner in street name may vote for the proposal without voting instructions. If a proposal is not routine, the broker may vote on the proposal only if the owner has provided voting instructions. If a broker does not receive voting instructions for a non-routine proposal, the broker will return a proxy card without a vote on that proposal, which is usually referred to as a “broker non-vote.” Neither of the proposals at the Annual Meeting are considered routine under applicable NYSE rules. Accordingly, broker non-votes on these non-routine matters will be counted for purposes of establishing a quorum, but will not be counted in the tabulations of the votes cast or present at the Annual Meeting and entitled to vote on any of the proposals and, therefore, will have no effect on the outcome of the proposals.

If I have already voted by proxy on the proposals, can I still change my mind?

Yes. If you are a stockholder of record, you can revoke your proxy before it is counted by (1) sending written notice of revocation that is dated later than the date of your proxy to Corporate Secretary, SandRidge Energy, Inc., 123 Robert S. Kerr Avenue, Oklahoma City, Oklahoma 73102 that we receive no later than May 22, 2019, (2) timely delivering or submitting a valid, later-dated proxy that we receive no later than the conclusion of voting at the Annual Meeting, (3) voting again by telephone or through the Internet, or (4) if you are present at the Annual Meeting and either vote in person or notify the corporate secretary in writing at the Annual Meeting of your wish to revoke your proxy. Your attendance alone at the Annual Meeting will not be enough to revoke your proxy.

If you own shares of our common stock in “street name,” you may submit new voting instructions by contacting your bank, broker or other nominee within the timing provided to you by your bank, broker or other nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy from your bank, broker or other nominee which holds your shares in street name.

What vote is required to approve the election of directors?

As described in the Company’s Bylaws, a majority of the votes cast at the Annual Meeting must be cast “FOR” the election of a director nominee in order for such director to be elected to our Board. In the election of directors, you may either vote “FOR” a nominee, “AGAINST” a nominee or “ABSTAIN” from voting. You may not cumulate your votes in the election of directors. If you “ABSTAIN” from voting with respect to one or more director nominees, your vote will have no effect on the election of such nominees.

What vote is required to approve the Advisory Vote on Compensation?

A majority of votes cast at the Annual Meeting must be cast “FOR” the proposal in order for it to be approved at the Annual Meeting. In voting on the Advisory Vote on Compensation, you may vote “FOR,” “AGAINST,” or “ABSTAIN” from voting. For the reasons described herein, the Board unanimously recommends that you ABSTAIN from voting on this proposal, in which case your vote will have the same effect as a vote against the proposal.

How many votes do I have?

Stockholders are entitled to one vote per proposal for each share of our common stock owned as of the close of business on the Record Date. All votes will be tabulated by an inspector of election appointed by the Company for the Annual Meeting, who will separately tabulate affirmative and negative votes and abstentions in accordance with Delaware law.

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How will my shares of common stock be voted?

The shares of our common stock represented by any proxy card which is properly executed and received by the Company prior to or at the Annual Meeting will be voted in accordance with the specifications you make thereon. Where a choice has been specified on the proxy card with respect to the proposal, the shares represented by the proxy card will be voted in accordance with the specifications. If you return a validly executed proxy card without indicating how your shares should be voted on a matter and you do not revoke your proxy, your proxy will be voted FOR the election of the six director nominees recommended by the Board (Proposal 1); and will be cast as an abstention in relation to the Advisory Vote on 2018 compensation (Proposal 2).

May I propose actions for consideration at next year’s annual meeting of stockholders or nominate individuals to serve as directors?

You may submit proposals for consideration at future stockholder meetings, including director nominations. In order for a stockholder proposal to be considered for inclusion in our proxy statement for next year’s annual meeting, the written proposal must be received by us no later than December 7, 2019. For a stockholder proposal, including a director nomination, to be considered at next year’s annual meeting but not included in the proxy statement relating to such meeting, the written proposal must be received by us no earlier than February 23, 2020 and no later than March 24, 2020. Please see “General Information—Stockholder Proposals and Nominations” for a more detailed discussion of the requirements for submitting a stockholder proposal for consideration at next year’s annual meeting.

What if I do not mark a voting choice for some of the matters listed on my proxy card?

If you return a signed proxy card without indicating your vote, your shares will be voted FOR the election of the six director nominees recommended by the Board (Proposal 1); and will be cast as an abstention in relation to the Advisory Vote on 2018 compensation (Proposal 2).

Could other matters be decided at the Annual Meeting?

We do not expect any matters to be presented for action at the Annual Meeting other than the matters described in this Proxy Statement. However, by signing, dating and returning a proxy card or submitting your proxy or voting instructions by telephone or via the Internet, you will give to the persons named as proxies discretionary voting authority with respect to any matter that may properly come before the Annual Meeting, and of which we did not have notice at least 60 days before the anniversary date on which we first sent our proxy materials for the 2018 Annual Meeting of Stockholders or by April 20, 2019, which is the date specified by the advance notice provisions set forth in our Bylaws, and such persons named as proxies intend to vote on any such other matter in accordance with their best judgment.

What happens if the Annual Meeting is postponed or adjourned?

If the Annual Meeting is postponed or adjourned, your proxy will still be good and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted.

What do I need for admission to the Annual Meeting?

Attendance at the Annual Meeting or any adjournment or postponement thereof will be limited to record and beneficial stockholders as of the Record Date, individuals holding a valid proxy from a record holder, and other persons authorized by the Company. If you are a stockholder of record, your name will be verified against the list of stockholders of record prior to your admittance to the Annual Meeting or any adjournment or postponement thereof. You should be prepared to present photo identification for admission. If you hold your shares in street name, you will need to provide proof of beneficial ownership on the Record Date, such as a brokerage account statement showing that you owned our stock as of the Record Date, a copy of a voting instruction form provided by your broker, bank or other nominee, or other similar evidence of ownership as of the Record Date, as well as your government-issued photo identification, for admission. If you do not provide government-issued photo identification or comply with the other procedures described above upon request, you will not be admitted to the Annual Meeting or any adjournment or postponement thereof. For security reasons, you and your bags will be subject to search prior to your admittance to the Annual Meeting. We will not be able to admit anyone who refuses to comply with our rules of conduct for the Annual Meeting. These rules provide, among other things, that no cameras, recording equipment, electronic devices, large bags or packages will be permitted at the Annual Meeting. You are encouraged to submit a proxy to have your shares voted regardless of whether or not your plan to attend the Annual Meeting.

Whom should I call if I have questions about the Annual Meeting?

We have retained Harkins Kovler to aid in the solicitation of proxies. As consideration for these services, Harkins Kovler will be paid a fee estimated to be $25,000 plus reimbursement of customary disbursements and expenses. If you have any questions or require any assistance with voting your shares, or if you need additional copies of the proxy materials, please contact:

Harkins Kovler, LLC

3 Columbus Circle, 15^th Floor

New York, New York 10019

(212) 468-5380

or

Call Toll-Free (844) 218-8384

Email: SandRidge@harkinskovler.com

THE BOARD UNANIMOUSLY RECOMMENDS VOTING FOR THE ELECTION OF EACH OF THE BOARD’S NOMINEES AND ABSTAINING FROM VOTING ON THE ADVISORY VOTE ON 2018 COMPENSATION.

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Board and Governance Matters

Casting Your Vote

Your vote is important, and we urge you to vote in advance of the Annual Meeting using one of the methods below.

PROPOSAL 1: ELECTION OF DIRECTORS

BOARD NOMINEES

The Nominating and Governance Committee and the Board have determined to nominate Messrs. Alexander, Christodoro, Frates, Lipinski, McKinney and Read to serve on the Board at the Annual Meeting. The Nominating and Governance Committee and the Board believe the nominees possess the qualities desirable in individual directors and contribute to the skills and experiences desired for the Board as a whole. If elected, each nominee would serve a term expiring at the close of our 2020 annual meeting or until his or her successor is duly elected. As explained elsewhere in this Proxy Statement, the Board has determined that, effective immediately following the Annual Meeting, the size of the Board will decreased to six members.

On March 25, 2019, April 3, 2019 and April 8, 2019, respectively, the Company received notice from each of Mr. David J. Kornder, Ms. Sylvia K. Barnes and Mr. William M. Griffin, Jr., each a current member of the Company’s Board, of his and her determination not to stand for re-election to the Board at the Annual Meeting. Each director notified the Company of his and her intention to serve on the Board through the remainder of his and her term which expires at the close of the Annual Meeting. His and her decision to not stand for re-election was not due to any disagreement with the Company. Mr. Griffin and the Company are currently negotiating a potential short-term advisory agreement to ensure the continued smooth transition of the CEO position.

Our Board contemplates that each of the nominees will be able to serve if elected. Each of the Board’s nominees has consented to serve as a nominee, to serve as a director if elected and to be named as a nominee in this Proxy Statement. However, if at the time of the Annual Meeting, a nominee becomes unable to serve or for good cause will not serve, the discretionary authority provided in the proxies solicited by the Board may be used to vote for a substitute or substitutes who may be recommended by the Nominating and Governance Committee and whom the Board may propose to replace such nominee. The Board has no reason to believe that any substitute nominee or nominees will be required.

VOTE REQUIRED

Each share of common stock is entitled to one vote for each of the six director seats to be filled at the Annual Meeting and will be given the option of voting “FOR”, “AGAINST” or “ABSTAIN” in respect of each nominee. Cumulative voting is not permitted. It is the intention of the proxy holders named in the enclosed proxy to vote the proxies received by them “FOR” the election of the six Board nominees named herein unless the proxies direct otherwise. If any of the Board nominees should be unable to serve or for good cause will not serve, your proxy will be voted for such substitute nominee(s) as the holders of your proxy, acting in their discretion, may determine.

Under our Bylaws, we have implemented a majority-vote policy for uncontested director elections. If a non-incumbent director nominee receives a greater number of votes “AGAINST” that nominee’s election than “FOR” that nominee’s election, the nominee will not be elected a director. If the number of votes “AGAINST” an incumbent director’s election exceeds the number of votes “FOR” such director, the incumbent nominee must promptly comply with the resignation procedures outlined in the Company’s Bylaws and Corporate Governance Principles. Brokers do not have discretionary authority to vote on the election of directors. Broker non-votes and abstentions will have no effect on the election of directors.

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DIRECTOR BIOGRAPHICAL INFORMATION

At the Annual Meeting, stockholders are being asked to vote on the election of Mr. McKinney for the first time and to reelect Messrs. Alexander, Christodoro, Frates, Lipinski and Read. The Board unanimously recommends that stockholders vote FOR each of the nominees named above.

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Director Nomination and Board Composition

At each annual meeting of stockholders, the stockholders will elect a successor to each director, or re-elect each such director, with each successor or re-elected director to serve from the time of election until the next annual meeting following election. Our Bylaws provide that the authorized number of directors may be changed by resolution duly adopted by the Board. Vacancies and newly created directorships may be filled by the affirmative vote of a majority of directors then in office, even if such number is less than a majority of the authorized number of directors.

Our Board currently consists of eight directors. The Board has recently determined to decrease the size of the Board to six members, effective immediately following the Annual Meeting, and therefore has determined to nominate Messrs. Alexander, Christodoro, Frates, Lipinski, McKinney and Read for election or re-election to the Board.

The Nominating and Governance Committee has the responsibility under its charter to recommend nominees for election to the Board. The Nominating and Governance Committee equally considers candidates for the Board recommended from any reasonable source, including from any search firm engaged by the committee or from stockholders, provided the procedures set forth below are followed by stockholders who want to make recommendations to the committee.

Stockholder-Nominated Director Candidates

The Nominating and Governance Committee will consider stockholder recommendations that are received by the Company’s Corporate Secretary at 123 Robert S. Kerr Avenue, Oklahoma City, Oklahoma 73102 by December 31 of the year preceding the meeting for which the nomination is made.

A stockholder recommendation should set forth (i) the name and address of and number of shares of common stock owned by the recommending stockholder, (ii) information relating to the recommended candidate that would be required to be disclosed in a solicitation of proxies for the election of the candidate pursuant to Schedule 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, (iii) a description of all agreements related to the nomination among the recommending stockholder, recommended candidate or other persons, and (iv) such other information and disclosures required under Section 2.9 of our Bylaws.

In addition to making recommendations of director nominees to the Nominating and Governance Committee, stockholders may make director nominations or proposals at any annual meeting of the stockholders, provided they comply with the requirements set forth in our Bylaws and, for their nominations and proposals to be included in a proxy statement delivered by us, with Schedule 14A of the Exchange Act. See “General Information—Stockholder Proposals and Nominations” below.

Director Qualifications

We believe a diverse set of skills and experiences is necessary to bring unique and complimentary perspectives to Board deliberations and the oversight of the Company’s affairs. In evaluating the Board’s composition and in identifying, evaluating and recommending director candidates, the Nominating and Governance Committee considers the diversity of skills and experiences present among the current members of the Board and the entirety of a candidate’s credentials, including relevant skills and experience, independence under applicable SEC and NYSE standards, business judgment, service on the boards of directors of other companies, personal and professional integrity, openness and ability to work as part of a team, congeniality with other Board members, willingness to commit the required time to serve as a Board member, and familiarity with the Company and its industry. In recommending director candidates, the Nominating and Governance Committee will also consider diversity as an important factor in evaluating how a candidate’s skills and experiences complement those of the current Board, but the Committee has not adopted a formal policy with respect to Board diversity.

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The following chart reflects the skills and experiences that the Nominating and Governance Committee and the Board believe should be, as a whole, represented on the Board, together with an indication of the percentage of the Board that currently possess such skills and experiences:

CEO Experience

Experience as the chief executive officer of a listed public company with a significant market cap.

E&P Operations / Technical Experience

Significant experience managing exploration and production operations, reservoir engineering, or drilling and completion technologies.

Public Company Financial Management / Reporting

Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements.

Capital Markets / M&A

Experience in public and private capital markets and asset evaluation, acquisition and divestiture in exploration and production and related industries.

Corporate Governance and Other Public Company Directorship

Experience serving as a director of a public company and overseeing its governance, strategies, and compliance-related matters.

Independence

Relevant facts and circumstances that could affect such person’s exercise of independent judgment in carrying out the responsibilities of a director.

E&P Business Leadership

Experience as a chief executive officer, president, chief financial officer or chief operating officer of a company or a significant subsidiary, operating division or business unit in the exploration and production industry.

The Board believes that each of its directors understands fully the responsibilities of service as a director and the governance requirements applicable to public companies resulting from the orientation and ongoing education provided by the Company’s general counsel and their service on the boards of directors of other public companies.

The Nominating and Governance Committee, in recommending director candidates, considers diversity based on the extent to which a candidate’s skills and experiences in the areas described above differ from those of the other members of the Board. A candidate is nominated only if the Nominating and Governance Committee believes the combination of the candidate’s skills and experiences will bring a unique and complimentary perspective to Board deliberations and the oversight of the Company’s affairs.

Board Size

The Nominating and Governance Committee periodically evaluates whether the Board’s size provides for sufficient capacity and diversity of skills and experience to effectively oversee the Company. Pursuant to the Company’s Bylaws, the Board has discretion to increase or decrease the maximum number of directors who may serve on the Board. The Board has recently determined to decrease the size of the Board to six members, effective immediately following to the Annual Meeting and to nominate Messrs. Alexander, Christodoro, Frates, Lipinski, McKinney and Read to be elected or re-elected to the Board.

Director Independence

The Board has determined that Messrs. Alexander, Christodoro, Frates, Lipinski and Read have no material relationships with the Company other than as directors and stockholders of the Company, and each of such individuals is “independent” for purposes of the NYSE Listed Company Manual. Each of Ms. Barnes and Messrs. B. Griffin and Kornder and, prior to their departure from the Board, each of Messrs. Kenneth H. Beer, Michael L. Bennett and John V. Genova, was determined to be “independent” for purposes of the NYSE Listed Company Manual as well. In making these determinations, the Board considered all relevant facts and circumstances that could affect such person’s exercise of independent judgment in carrying out the responsibilities of a director. Please see “—Related Party Transactions” for a more detailed discussion. The Board additionally has determined that all Audit Committee members meet the independence requirements for Audit Committee members set forth in Rule 10A-3 under the Exchange Act and as set forth in the 303A.02 of the NYSE Listed Company Manual and that all members of the Compensation Committee meet the independence requirements for compensation committee members set forth in the NYSE Listed Company Manual.

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The Board’s Role and Responsibilities

The Board is elected by our stockholders to oversee their interests in the long-term financial and operational health of our business. The Board serves as the ultimate decision-making body, except for those matters reserved to or shared with stockholders. The Board selects and oversees the members of senior management, who are charged by the Board with conducting our business.

Leadership Structure

The roles of Chairman of the Board and CEO are currently filled by separate individuals. Mr. Frates is our Chairman, and Mr. McKinney is our President and Chief Executive Officer. The Board believes that the separation of the offices of the Chairman and CEO is appropriate at this time because it allows our CEO to focus primarily on the Company’s business strategy, operations and corporate vision. The Board does not have a policy mandating that the roles of Chairman and CEO continue to be separated. Our Board elects our Chairman and our CEO, and each of these positions may be held by the same person or may be held by different people. We believe it is important that the Board retain flexibility to determine whether the two roles should be separate or combined based upon the Board’s assessment of the Company’s needs and leadership at a given point in time.

The Board follows sound corporate governance practices to ensure its independence and effective functioning, as described in detail below. Most importantly, except for Mr. McKinney, in the event of his election, the Board is composed entirely of independent directors. The independent directors meet in a scheduled executive session, which is presided over by the Chairman of the Board, without the presence of the President and management at every regular meeting of the Board. In addition, each of the Board’s committees is composed entirely of independent directors, which means that oversight of critical issues such as the integrity of the Company’s financial statements, Chief Executive Officer and senior management compensation, and Board evaluation and selection of directors is entrusted to independent directors.

Board’s and Audit Committee’s Role in Risk Oversight

The Board and the Audit Committee are generally responsible for overseeing management of the various operational, financial, accounting, legal and human resources-related risks faced by the Company. The Board and/or the Audit Committee fulfills this responsibility by requesting and reviewing reports and presentations from management regarding its business strategies, financial and operating forecasts, and specific risks, including, among other things: risks with respect to oil and natural gas exploration and production; the volatility of oil, natural gas and natural gas liquid (“NGL”) prices; reserve engineering; the maintenance of oil and natural gas leases; the concentration of the Company’s operations and assets; environmental, health, safety and regulatory matters; information technology; insurance coverage; physical security of assets; the creditworthiness of counterparties; the Company’s liquidity status with respect to applicable financial covenants; public disclosures; litigation and governance matters; and compensation-related risks. The Board and/or the Audit Committee also periodically reviews the Company’s derivative trading strategy, which is intended to mitigate risks associated with changes in commodities prices. In addition, the Audit Committee oversees the implementation and effectiveness of the Company’s compliance program, and reviews specific financial and legal matters as requested by the full Board from time to time. The Company’s general counsel reports directly to the Audit Committee on compliance program matters. The general counsel and other senior executives periodically report to the Audit Committee and the Board on other operational, financial, legal, and human resources-related risks as they may arise from time to time. Further, in reviewing the Company’s compensation programs and policies, the Compensation Committee considers risks that may be created by such programs.

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Committees of the Board of Directors

The Board has an Audit Committee, a Nominating and Governance Committee and a Compensation Committee. Members of each committee are elected by the Board and serve until their successors are elected and qualified. The charters of the Audit Committee, Nominating and Governance Committee and Compensation Committee can be found in the corporate governance section of our website at http://www.sandridgeenergy.com.

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Director Attendance at Meetings of the Board of Directors and Stockholder Meetings

The Board held 21 regular and special meetings in 2018. Each of the incumbent directors attended 100% of the meetings of the Board and the respective committees on which he or she served during his or her time of service. Our non-employee directors, all of whom are independent, met in an executive session at each regularly scheduled Board meeting. Our Chairman of the Board presided at each such meeting.

The Board encourages interaction with stockholders and recognizes that annual meetings of the stockholders provide a venue where stockholders can access and interact with our directors. Accordingly, while we do not have a policy requiring our directors to attend annual meetings of the stockholders, each member of the Board is encouraged to attend the meetings. Ms. Barnes and Messrs. Beer, M. Bennett, Griffin and Kornder, who constituted 100% of the members of the Board at that time, attended the 2018 annual meeting of stockholders.

Annual Evaluation Process

Each year, directors complete written assessments and the Chairman of the Nominating and Governance Committee summarizes the directors’ assessments for discussion regarding director performance, Board dynamics, and the effectiveness of the Board and its committees. The Chairman of the Nominating and Governance Committee and the Chairman of the Board are also responsible for overseeing each committee’s annual evaluation of its charter and recommending revisions as necessary.

Board Processes and Policies

Corporate Governance Guidelines, Code of Business Conduct and Ethics and Financial Code of Ethics

Our Board has adopted corporate governance guidelines that define those governance practices of the Board that are not included in our Bylaws. Our Board has also adopted a Code of Business Conduct and Ethics, which contains general guidelines for conducting our business and applies to all of our officers, directors and employees, and a Financial Code of Ethics that applies to our CEO, Chief Financial Officer, Vice President – Accounting and other senior financial officers. Our corporate governance guidelines and codes can be found in the corporate governance section of our website at http://www.sandridgeenergy.com.

Communications with Directors

Any stockholder or other interested party who desires to communicate with the Board, individual directors or committees of the Board may do so at any time by submitting his or her comments, questions or concerns, in writing by mail addressed to our Corporate Secretary at 123 Robert S. Kerr Avenue, Oklahoma City, Oklahoma 73102. A stockholder or other interested party should clearly indicate on the envelope the director or directors who are the intended recipients of the communication. All such communications received by the Corporate Secretary will be forwarded to the director designated on the envelope. The Corporate Secretary will not filter out any such communications except for communications related to solicitation for products or services and items of a personal nature that are not relevant to a person’s status as a stockholder. All communications designated for the Board will be forwarded to the Chairman of the Board. All communications designated for a particular committee of the Board will be forwarded to the chairman of that committee.

To report any issues relating to our accounting, accounting controls, financial reporting or other practices, employees, stockholders and other interested parties may call the confidential hotline at 1-866-206-2720. All calls will remain anonymous.

These policies and procedures are not intended to alter or amend the requirements a stockholder must satisfy in order to (1) present a stockholder proposal at a meeting of stockholders, (2) nominate a candidate for the Board, (3) recommend a candidate for the Board for consideration by the Nominating and Governance Committee or (4) have the stockholder’s proposal or nomination included in our proxy statement in accordance with Rule 14a-8 of the Exchange Act, all of which are described elsewhere in this Proxy Statement.

Related Party Transactions

We maintain a written policy that requires any related party transaction (as defined below) to be reviewed and approved by the disinterested members of our Audit Committee. A related party transaction is a transaction, proposed transaction, or series of similar transactions, in which (a) we are a participant, (b) the amount involved exceeds $120,000 and (c) a related person (as defined below) has or will have a direct or indirect material interest. A related person is (i) any person who is, or at any time since the beginning of our last fiscal year was, a director, executive officer, or nominee to become a director, (ii) a person known to be the 5% beneficial owner of any class of our voting securities, (iii) an immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such director, executive officer, nominee for director or more than 5% beneficial owner, and

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(iv) any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee for director or more than 5% beneficial owner. The written policy includes factors to be considered by the disinterested members of our Board when determining whether to approve a proposed related party transaction. Factors to be considered include the terms of the transaction with the related party, availability of comparable products or services from unrelated third parties, terms available from unrelated third parties and benefits provided to us by the transaction.

Compensation Committee Interlocks and Insider Participation

During 2018, the Compensation Committee variously consisted of Ms. Barnes and Messrs. M. Bennett, Christodoro, Genova, and Lipinski, none of whom was an employee of the Company during 2018 or has ever been an officer of the Company. None of our 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.

Director Compensation

Following our annual meeting in June 2018, the compensation policies for our non-employee directors were modified to reduce fees paid for service on the Board and its committees. Comparing the 2018-2019 director compensation program to the 2017-2018 program, aggregate non-employee director compensation payable to the Chairman of the Board was reduced to $225,000 from $300,000 and, excluding additional retainers paid for service on committees, aggregate compensation payable to other non-employee directors was reduced to $175,000 from $235,000.

The following table sets forth the total compensation of our non-employee directors for the fiscal year ended December 31, 2018.

Former Non-Executive Director Compensation Policies

For period beginning in June 2017 and ending in June 2018, during which former management and board members set compensation policies which are no longer in place, the compensation program for our non-employee directors was comprised of the following: (a) total annual compensation of $300,000 for the Chairman of the Board, consisting of a grant of restricted stock in June 2017 with an aggregate grant date fair value of $180,000, rounded up to the nearest whole share, and an annual cash retainer of $120,000, paid quarterly; (b) total annual compensation of $255,000 for the Chairman of the Audit Committee, consisting of a grant of restricted stock in June 2017 with an aggregate grant date fair value of $153,000, rounded up to the nearest whole share, and an annual cash retainer of $102,000, paid quarterly; and (c) total annual compensation of $235,000 for each other non-employee director, consisting of a grant of restricted stock in June 2017 with an aggregate grant date fair value of $141,000, rounded up to the nearest whole share, and an annual cash retainer of $94,000, paid quarterly.

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During the first six months of 2018, each of Ms. Barnes and Mr. Kenneth H. Beer received a grant of restricted stock in connection with being appointed to the Board with an aggregate grant date fair value, rounded up to the nearest whole share, equal to her and his pro rata share of the annual award made to non-employee directors in connection with the 2017-2018 director compensation program. Shares of restricted stock granted to non-employee directors in connection with the 2017-2018 program vest in one-third increments on each of the first three anniversaries of the grant date unless otherwise accelerated in accordance with the terms of the award agreements governing them. Mr. William M. Griffin, Jr. received $23,500 for his service as a non-employee director during the first quarter 2018 prior to his appointment as Interim President and Chief Executive Officer and received no additional non-employee director cash retainer fees upon becoming an employee of the Company. Mr. B. Griffin’s total compensation is detailed below under “Compensation Discussion and Analysis” beginning on page 19 and the “Summary Compensation Table” on page 32.

Current Non-Executive Director Compensation Policies

In the second half of 2018, non-executive director compensation was reduced to (a) an aggregate annual cash retainer of $25,000, paid in quarterly installments, (b) an additional annual cash retainer, paid in quarterly installments, equal to $50,000 for service as non-executive chairman, $20,000 for service as audit committee chair, $15,000 for service as compensation committee chair, $10,000 for service as nominating and governance committee chair, $10,000 for service as a member of the audit committee, $7,500 for service as a member of the compensation committee, and $5,000 for service as a member of the nominating and governance committee, and (c) a grant of restricted stock with an aggregate grant date fair value of $150,000, rounded up to the nearest whole share. Shares of restricted stock granted to non-employee directors in connection with the 2018-2019 program vest on the earlier of the first anniversary of the grant date or the day immediately preceding the Company’s Annual Meeting.

Outstanding Equity Awards at 2018 Fiscal Year End

The following table reflects all outstanding equity awards held by our non-employee directors as of December 31, 2018.

Indemnification

We have entered into an indemnification agreement with each of our directors and executive officers (each an “indemnitee”), which is intended to permit indemnification to the fullest extent now or hereafter permitted by the Delaware General Corporate Law. It is possible that the applicable law could change the degree to which indemnification is expressly permitted.

Each indemnification agreement covers expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement incurred by an indemnitee when, in his or her capacity as a director or officer, the indemnitee is made or threatened to be made a party to any suit or proceeding. Each indemnification agreement generally covers claims relating to the fact that the indemnitee is or was an officer, director, employee or agent of ours or any of our affiliates, or is or was serving at our request in such a position for another entity. Each indemnification agreement also obligates us to promptly advance all reasonable expenses incurred in connection with any claim. The indemnitee is, in turn, obligated to reimburse us for all amounts so advanced if it is later determined that the indemnitee is not entitled to indemnification. The indemnification provided under the indemnification

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agreements is not exclusive of any other indemnity rights of an indemnitee; however, double recovery by an indemnitee is prohibited. We are not obligated to indemnify the indemnitee with respect to claims brought by the indemnitee against:

We have also agreed to obtain and maintain director and officer liability insurance for the benefit of each of our directors and executive officers. These policies include coverage for losses for wrongful acts and omissions and to ensure our performance under the indemnification agreements. Each of our directors and executive officers is named as an insured under the policies and provided with the same rights and benefits as the most favorably insured of our directors and officers.

Audit Matters

Ratification of Selection of Independent Registered Public Accounting Firm

The Audit Committee is currently seeking proposals from independent registered public accounting firms. Accordingly, the Audit Committee has not made a determination of the audit firm that will be providing the 2019 audit for the Company Therefore, the Company is currently not seeking the ratification of the selection of its independent registered public accounting firm by the stockholders for the year ending December 31, 2019. Neither the Company’s Bylaws nor other governing documents nor applicable law require stockholder ratification of the selection of the Company’s independent registered public accounting firm. However, the selection of the Audit Committee will be submitted to stockholders for ratification at the next annual or special meeting of stockholders called for any purpose. If the stockholders fail to ratify such selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee may in its discretion direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

Independent Registered Public Accounting Firm’s Fees

Set forth below is a summary of the fees earned by our independent registered public accounting firm, PwC, for fiscal years 2018 and 2017.

Audit Fees. Audit fees consist primarily of fees billed for professional services rendered for the audit of our annual financial statements, review of the financial statements included in each of our quarterly reports on Form 10-Q, assistance with and review of documents filed with the SEC and/or used in conjunction with public and private securities offerings and work performed by tax professionals in connection with the audits and quarterly reviews.

Audit-Related Fees. In 2018, audit-related fees consist primarily of services related to consideration of new lease accounting standards. In 2017, audit-related fees consist primarily of services related to consideration of new revenue accounting standards, the consent of PwC respecting the Form S-3 and Form S-4 registration statements and assurance procedures respecting the Company’s 2017 annual incentive plan.

Tax Fees. Tax fees include all services performed by the firm’s tax division other than those related to the audit of financial statements.

All Other Fees. Other fees consist primarily of all fees billed for products and services provided by the firm other than those reported above.

The Audit Committee is responsible for approving in advance any services to be performed by the independent registered public accounting firm. The Audit Committee may delegate its pre-approval authority for these services to one or more members, whose decisions shall be presented to the full Audit Committee at its scheduled meetings. Each of these services must receive specific pre-approval by the Audit Committee or its delegate unless the Audit Committee has provided general pre-approval for such category of services in accordance with policies and procedures that comply with applicable laws and regulations. All of the services described above under audit fees, audit-related fees and all other fees for 2018 and 2017 were pre-approved by the Audit Committee. Specifically, the committee has pre-approved the use of PwC for detailed, specific types of tax advisory services related to compliance, technical interpretations, acquisition/disposition services, including due diligence, and federal and state audits.

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Report of the Audit Committee

The following is the report of the Audit Committee for the year ended December 31, 2018. The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended or the Exchange Act, except to the extent that the Company specifically incorporates it by reference in such filing.

As of December 31, 2018, the Audit Committee was comprised of three directors, each of whom has been determined to be independent in accordance with the requirements of the rules and regulations of the SEC promulgated under the Exchange Act and the NYSE. The Audit Committee oversees the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for the preparation of the financial statements and the establishment and maintenance of the system of internal control. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and to issue a report thereon.

In performing its duties, the Audit Committee has:

During the Audit Committee’s review of the audited financial statements, management advised the Audit Committee that each set of financial statements reviewed had been prepared in accordance with generally accepted accounting principles (“GAAP”) and reviewed significant accounting and disclosure issues with the Audit Committee. With respect to its review of the Company’s internal control over financial reporting, the Audit Committee noted that management advised that the Company was in compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

The Audit Committee discussed with PwC the matters required to be discussed pursuant to the applicable PCAOB Auditing Standards. The Audit Committee has received and reviewed the written disclosures and the letter from PwC required by the PCAOB regarding PwC’s communications with the Audit Committee concerning independence, and has discussed with PwC its independence. The Audit Committee determined that the non-audit services provided to the Company by PwC are compatible with maintaining PwC’s independence.

Based on the review and discussion referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Form 10-K for the year ended December 31, 2018 filed with the SEC.

Audit Firm Rotation Evaluation

PwC has served as the Company’s independent registered public accounting firm since its inception in 2005. Certain stockholders and governance thought leaders have argued the merits of periodic auditor rotation, including the potential for fresh perspectives, opportunity for decreased costs and occasion to address the loss of independence, objectivity or professional skepticism by the incumbent firm, if any. Having considered the possible benefits, the Audit Committee is currently evaluating the rotation of the Company’s independent registered public accounting firm.

The Audit Committee believes that submission to the Company’s stockholders for ratification of the Company’s independent audit firm is a sound governance practice and plans to provide for this in the future. As the request for proposals from independent registered public accounting firms is currently in process, at this time the Audit Committee has not made a determination which audit firm will be providing the 2019 audit for the Company. As such, the Audit Committee and the Board cannot at this time include a proposal to ratify the selection of PwC as our independent audit firm for consideration at the Annual Meeting, as the outcome of the ongoing evaluation has not been completed. The selection of the Audit Committee will be submitted to stockholders for ratification at the next annual or special meeting of stockholders called for any purpose.

This report is submitted on behalf of the Audit Committee.

Randolph C. Read, Chairman

Bob G. Alexander

David J. Kornder

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Executive Officers

Set forth below is information regarding each of our executive officers as of April 22, 2019:

Paul D. McKinney. Mr. McKinney was named President and Chief Executive Officer in January 2019. Mr. McKinney has served in various positions with Yuma Energy, Inc., from June 2014 to January 2019, most recently as its President and Chief Operating Officer. Prior to Yuma Energy, Mr. McKinney worked in different roles of responsibility for Apache Corporation from 2007 through 2013, where he was last responsible for the development and all operational aspects of the Gulf Coast region for Apache as Region Vice President, Gulf Coast Onshore. From 2006 through 2007, Mr. McKinney was Vice President and Director, Acquisitions & Divestitures for Tristone Capital, Inc. Mr. McKinney commenced his career with Anadarko Petroleum Corporation and held various positions with Anadarko over a 23-year period from 1983 to 2006, including his last position as Vice President of Reservoir Engineering, Anadarko Canada Corporation. Mr. McKinney currently serves on the Board of Directors for Pro-Ject Holdings, LLC, a private oil field chemical services company. Mr. McKinney has a Bachelor of Science degree in Petroleum Engineering from Louisiana Tech University.

Michael A. Johnson. Mr. Johnson was named Chief Financial Officer, effective at the close of business on February 22, 2018. Mr. Johnson joined SandRidge in August 2017 as the Company’s Senior Vice President and Chief Accounting Officer. Prior to that, Mr. Johnson served as Senior Vice President – Accounting, Controller and Chief Accounting Officer at Chesapeake Energy Corporation from 2000 until May 10, 2017 and served as its Vice President of Accounting and Financial Reporting from 1998 to 2000 and as Assistant Controller from 1993 to 1998. From 1991 to 1993, Mr. Johnson served as Project Manager of Phibro Energy Production, Inc. Mr. Johnson began his career at Arthur Andersen & Co. and served in roles of increasing responsibility, including Audit Manager, from 1987 to 1991. Mr. Johnson is a Certified Public Accountant and graduated from the University of Texas at Austin in 1987.

John P. Suter. Mr. Suter was appointed as Executive Vice President and Chief Operating Officer effective December 1, 2016. Mr. Suter joined SandRidge in April 2015 as Senior Vice President of Mid-Continent Operations, bringing with him extensive experience in the exploration and production sector, including most recently serving as Vice President of the Woodford business unit at American Energy Partners, LP from November 2013. From May 2010 to September 2013, he served as Vice President of Operations for Chesapeake Energy Corporation’s Western Division, and before that, as Chesapeake’s District Manager for the Barnett Shale and Southern Oklahoma assets. Before joining Chesapeake Energy, Mr. Suter served in various operational roles at Continental Resources, Inc., Cabot Oil & Gas Corporation and Petro-Lewis Corporation. He holds a Bachelor of Science degree in Petroleum Engineering from Texas Tech University.

Philip T. Warman. Mr. Warman was appointed as Executive Vice President, General Counsel and Corporate Secretary, effective February 8, 2018, with an expanded role encompassing the People and Culture department. Mr. Warman joined SandRidge in August 2010 as Senior Vice President, General Counsel and Corporate Secretary. Prior to joining the Company, Mr. Warman was the Associate General Counsel for SEC and finance matters for Spectra Energy Corporation from January 2007 through July 2010. From 1998 through 2006 he practiced law as a corporate finance attorney with Vinson & Elkins, LLP in Houston, Texas. Mr. Warman earned a Bachelor of Science in Chemical Engineering from the University of Houston in 1993 and graduated from the University of Texas School of Law in 1998.

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Executive Compensation

PROPOSAL 2: NON-BINDING ADVISORY VOTE ON 2018 COMPENSATION

Schedule 14A of the Securities Exchange Act of 1934 (the “Exchange Act”) requires a public company, such as SandRidge, to permit its stockholders to cast a non-binding advisory vote on the previous year’s executive compensation paid to named executive officers, as disclosed pursuant to the SEC’s executive compensation disclosure rules. Accordingly, the Company is providing stockholders the opportunity to cast a non-binding advisory vote at the Annual Meeting on the compensation of the Company’s named executive officers through the following resolution.

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion is hereby APPROVED.”

In 2017, the Company’s stockholders expressed a preference to have this advisory vote every year and the Board stated its intention to follow this advice. However, due to the restructuring of the Company’s executive compensation policies in the second half of 2018 to more closely align management’s interests with those of the Company’s stockholders, as well as changes currently being made by our newly appointed CEO, the Board does not believe the 2018 compensation of the named executive officers, as identified herein, is fully reflective of the Company’s current or forward looking compensation policies. Therefore, the Board unanimously recommends that you ABSTAIN from voting on this proposal and reconsider the Company’s compensation policies and practices in relation to the 2020 annual meeting of stockholders, where the named executive officer’s 2019 compensation will be considered.

Compensation Discussion & Analysis

In this section we describe the executive compensation philosophy, objectives, and program components in place during 2018 for the Company’s 2018 named executive officers. Due to the restructuring of the Company’s executive compensation policies and practices in the second half of 2018, the below discussion may not be completely reflective of the Company’s ongoing executive compensation program.

Detailed information regarding the 2018 compensation earned by named executive officers is set forth in the Summary Compensation Table and other compensation tables contained in this Proxy Statement beginning on page 32.

For 2018, our named executive officers included the following individuals:

2018 NAMED EXECUTIVE OFFICERS

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1. Executive Summary

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2018 FINANCIAL AND OPERATIONAL PERFORMANCE

Below are the performance metrics established prior to the 2018 annual meeting in relation to the named executive officer’s compensation awards for the 2018 fiscal year:

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2018 was a transition year for the Company; however, we believe the below listed operational achievements, strategic initiatives, acquisition and divestiture activity, and demonstration of financial discipline improved SandRidge’s competitiveness.

STOCKHOLDER ENGAGEMENT AND ADVISORY VOTE ON COMPENSATION

Investor Outreach

How we engage with our investors

Both the Compensation Committee and the full Board value the input and feedback received from our stockholders, and we view our stockholder outreach efforts as an important part of our compensation setting process. Beginning in 2017 and continuing through the second quarter of 2018, the Board supplemented management’s investor outreach with its own extensive engagement to directly solicit and receive stockholder input on the Company’s business strategies, governance and executive compensation. We believe such outreach helps ensure that the issues that matter most to our stockholders are understood and considered by management and the Board.

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We heard you and took action

Following stockholder engagement beginning the fall of 2017 and continuing through the second quarter of 2018, the Company made several steps in the right direction towards aligning the interest of management and stockholders. Some of the key themes expressed by our stockholders during the outreach in 2017 and 2018 are included below, as well as a few key items the current Board is focused on:

We are committed to continuing to evaluate this and other feedback we receive as part of our ongoing stockholder engagement process. We will continue to refine and update our compensation programs and policies to maintain continued alignment of management’s interests with those of stockholders and ensure that our programs reinforce our strong pay-for-performance philosophy.

2. Our Executive Compensation and Governance Principles

SandRidge’s compensation programs are designed to attract, motivate and retain high performing individuals by paying competitive compensation aligned with stockholder interests. Total compensation packages include base salaries, incentives and benefits, providing a significant portion of a named executive officer’s total compensation in the form of variable, performance-

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based compensation based on strategic, financial and operational goals. The Board bases individual compensation decisions on individual and Company performance, time in role, scope of responsibility, leadership skills and experience, and additionally considers market data from a select peer group.

3. Key 2018 Compensation Program Elements

During 2018 executives were provided with a mix of compensation featuring short- and long-term pay periods, fixed and variable payment amounts tied to performance, and cash and equity-based consideration. Retirement programs and other forms of compensation are not detailed in our key compensation programs (additional information about these programs can be found on pages 27-28).

2018 TARGET PAY MIX

38.9% of our Interim President and Chief Executive Officer’s target pay package and 76.6% of the average of our other continuing named executive officers target pay packages in 2018 were variable/at-risk and contingent upon the Company’s financial, operational, and/or share price performance. The 2018 target pay package excludes the 2016 performance unit awards, which were a component of the long-term incentive grants made in October 2016 following the Company’s emergence from Chapter 11 reorganization but are reportable in the Summary Compensation Table in the years that they are earned.

President & CEO		Average of Other Continuing Named Executive Officers

4. 2018 Executive Compensation

BASE SALARY

The purpose of base salary is to provide a fixed level of cash compensation for performing day-to-day responsibilities. Each named executive officer’s base salary was set considering market median data, as well as the individual’s experience, responsibilities, and performance. The employment agreements we maintain or maintained with our named executive officers establish minimum base salaries, and increases, if any, are based on the achievement of individual and Company objectives, contributions to our performance and culture, leadership accomplishments, and market data for comparable positions in our industry.

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Based on the market analysis performed by Mercer (US) Inc. (“Mercer”), the Compensation Committee’s prior independent compensation consultant, Mr. B. Griffin’s 2018 base salary and the base salaries of the continuing named executive officers were between 50^th and 75^th percentiles of the Company’s peer group companies. The salaries of our continuing named executive officers have been held flat since 2015, with the exceptions of Mr. Suter’s base salary, which was increased to reflect his appointment to Executive Vice President and Chief Operating Officer in December 2016. The 2018 base salary of each of Messrs. Johnson, Suter and Warman reflect the minimum base salary provided in his respective employment agreement with the Company, which were inherited by the reconstituted Board. Messrs. J. Bennett, Bott and S. Griffin departed the Company effective February 8, 2018, February 22, 2018 and March 1, 2018, respectively. At the time of departure, each of their base salaries reflected the minimum provided in his employment agreement with the Company.

Base salaries for 2018 for our continuing named executive officers were:

ANNUAL INCENTIVE PROGRAM

The purpose of the 2018 annual incentive program was to motivate executives by linking variable cash compensation to key annual performance goals tied to business strategy. In April 2018, the Board adopted a baseline hurdle of $115 million in Adjusted EBITDA and the below metrics, weightings and goals. Also reflected is our performance against such metrics.

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In March 2018, the Compensation Committee considered the Company’s compensation principles and relevant market data and determined to establish target opportunities for each of our named executive officers that were unchanged from 2017.

Based on the market analysis performed by Mercer for the Compensation Committee, Mr. B. Griffin’s 2018 target bonus as a percentage of base salary was below the 50^th percentile of the Company’s 2018 peer group companies and the 2018 target bonus as a percentage of base salary for the other continuing named executive officers ranged from the 50^th percentile to the 75^th percentile of the Company’s 2018 peer group companies. Messrs. J. Bennett, Bott and S. Griffin departed the Company prior to becoming eligible to participate in the 2018 annual incentive program.

The Company exceeded the baseline hurdle under the 2018 annual incentive program with Adjusted EBITDA of $167 million. As a result, based on performance relative to the goals set forth in the scorecard above, the named executive officers other than Messrs. J. Bennett, Bott and S. Griffin were eligible for an annual incentive payment equal to 132.31% of their target award opportunity. However, this achievement level was subject to adjustment in the Compensation Committee’s sole discretion. In this regard, the Compensation Committee (i) approved an annual incentive program payment of 132% of target to Mr. B. Griffin based on its assessment of the Company’s and his individual performance in 2018; and (ii) exercised its discretion to approve an annual incentive program payment of 100% of target for the other continuing named executive officers based on the Compensation Committee’s assessment of the Company’s overall financial performance, individual performance relative to our annual business objectives, and our stockholders’ profitability expectations for the year.

The following formula was used to calculate the payment awarded to a named executive officer under 2018 annual incentive program:

Based on the Company’s performance relative to the metrics outlined above, the final calculation and amounts paid to our named executive officers for 2018 performance were:

EMERGENCE PERFORMANCE UNITS

Variable Cash-Settled Units

The performance unit awards were a component of the long-term incentive grants made in October 2016 following the Company’s emergence from Chapter 11 reorganization and are reportable in the Summary Compensation Table in the years that they are earned. Pursuant to their terms, the performance unit awards were to vest in one-third increments on each of December 31, 2017, 2018 and 2019 and payments were to be made based on the Company’s performance relative to the metrics established in each year’s annual incentive scorecard.

For each of Messrs. J. Bennett, Bott and S. Griffin, the remaining outstanding performance units were settled at target after having been accelerated in connection with his departure from the Company pursuant to the terms of his employment agreement, which was approved during the first half of 2018. For each of Messrs. Suter and Warman, the remaining outstanding performance unit awards were settled at target following their acceleration on June 27, 2018, pursuant to the agreements governing these awards.

LONG-TERM INCENTIVE (“LTI”) PROGRAM

The purpose of long-term incentives is to align executives’ compensation with interests of stockholders, encourage retention, and reward long-term operational and financial performance.

For 2018, pursuant to his Interim CEO Employment Agreement with the Company, Mr. B. Griffin continued to participate in the long-term incentive program applicable to non-employee directors of the Company. In July 2018, he was granted a long-term

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incentive award consisting of restricted stock with an aggregate grant date fair value of $150,000 that will vest upon the earlier of the first anniversary of the grant date or the day immediately preceding the Annual Meeting.

To our continuing named executive officers, we granted long-term incentive awards consisting of 50% stock-settled performance share units and 50% time-based restricted stock awards. These long-term incentive grants have a three-year performance and/or vesting period. In September 2018, the Board and Compensation Committee considered our compensation principles, relevant market data and targets described in each executives employment contract, and determined to establish target opportunities for each of our named executive officers that were consistent with those in their respective employment agreements. Messrs. J. Bennett, Bott and S. Griffin departed the Company prior to becoming eligible to participate in the 2018 long-term incentive program.

Based on the market analysis performed by Longnecker & Associates (“Longnecker”), the Compensation Committee’s new independent compensation consultant, Mr. B. Griffin’s target 2018 long-term incentive award was below the 25^th percentile of the Company’s 2018 peer group companies and the target 2018 long-term incentive awards for the other continuing named executive officers ranged from less than the 25^th percentile to the 50^th percentile of the Company’s 2018 peer group companies. The following table reflects the target 2018 long-term incentive awards expressed as a percentage of base salary and the individual and aggregate target values of the 2018 long-term incentive awards:

See the Grants of Plan-based Awards Table on page 33 for additional information.

Performance Share Units (PSUs)

In September 2018, we granted stock-settled performance share units to our continuing named executive officers and selected relative total stockholder return as the performance metric. The number of units ultimately awarded to our continuing named executive officers at the end of the performance period, which runs from July 1, 2018 through June 30, 2021, will be determined based upon SandRidge’s stock price performance relative to its peers (calculated using 10-day trailing closing prices) applying the applicable multiplier from the following:

The ultimate value realized by our continuing named executive officers at the end of the performance period is a function of the number of units converted to shares of the Company’s stock based on the applicable performance multiplier above and the Company’s stock price.

PSUs are also subject to a time-vesting requirement, which generally requires a participant to remain employed by the Company through June 30, 2021.

Restricted Stock Awards

In September 2018, we granted restricted stock to our continuing named executive officers. These awards vest ratably on each of July 1, 2019, 2020 and 2021 and help motivate and retain executives and provide stability to the compensation programs. The ultimate value realized by our named executive officers at the time of vesting will be contingent upon SandRidge’s stock price, thus providing further alignment with stockholders.

OTHER COMPENSATION MATTERS

Health and Welfare Benefits

Our named executive officers were eligible to participate in medical, dental, vision, disability and life insurance to meet their health and welfare needs. These benefits are provided to assure that we are able to maintain a competitive position in terms of attracting and retaining officers and other employees. This is a fixed component of compensation and the benefits are provided on a nondiscriminatory basis to all of our employees.

Limited Perquisites and Other Personal Benefits

We believe that the total mix of compensation and benefits provided to our named executive officers is competitive and, generally, perquisites should not play a large role in our executive officers’ total compensation. As a result, the perquisites and other personal benefits we provide to our executive officers are limited.

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401(k) Plan

We maintain a 401(k) retirement plan for the benefit of all of our executive officers and employees on a non-discriminatory basis. Under the plan, eligible employees may elect to defer a portion of their earnings up to the annual maximum allowed by regulations promulgated by the Internal Revenue Service. The aggregate matching contribution available to our 401(k) retirement plan participants equals 100% of the first 10% of deferred base salary (exclusive of incentive compensation). Matching contributions are made in investment vehicles selected by each employee from a variety of options.

Nonqualified Deferred Compensation Plan

Previously, we maintained a nonqualified deferred compensation plan (“NQDC Plan”) to provide our named executive officers and other eligible employees flexibility for meeting their future income needs and assisting them in their retirement planning. Under the terms of the NQDC Plan, eligible employees were provided the opportunity to defer income in excess of the Internal Revenue Service annual limitations on qualified 401(k) retirement plans, and the company made matching contributions in the NQDC Plan equal to 100% of employee contributions up to 10% of the employee’s annual cash compensation minus any matching contributions made under the 401(k) retirement plan.

In December 2016, we initiated termination of the NQDC Plan, following which no additional deferrals were permitted into the NQDC Plan. Active employee balances were distributed in January 2018.

5. Process for Determining 2018 Executive Compensation

COMPENSATION SETTING APPROACH

The Company’s approach to setting compensation programs and levels for the 2018 named executive officers involved a process reflecting the input and consideration of the below factors:

INDEPENDENT COMPENSATION GOVERNANCE

In relation to 2018 executive compensation, independent members of the Company’s Board and the Compensation Committee sought input from the Company’s CEO and other members of management, as well as input and advice from the Committee’s independent compensation consultant. The following describes the roles of the key participants in the 2018 compensation-setting process:

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SETTING 2018 TARGET COMPENSATION LEVELS

The 2018 Compensation Peer Group

In late 2017, to assist with setting executive compensation levels and evaluating compensation programs for 2018, the Compensation Committee of the prior Board reviewed the Company’s compensation peer group, with input from Mercer, its independent compensation consultant at the time, and management. This review considered the following primary factors when assessing potential peer companies: industry, annual revenues, market value, total assets, business mix (crude oil vs. natural gas) as defined by revenues and proved reserves, operating regions, and complexity of operations. The goal was to position SandRidge between the 25^th and 75^th percentiles of the group across these factors, while also considering companies against which the Company competes operationally and for executive talent. As a result of this review, the following 14 companies comprised the peer group for 2018:

The 2018 Performance Peer Group

In September 2018, in connection with establishing the relative total stockholder return metric underlying the Company’s performance share unit awards granted to its continuing named executive officers, the Compensation Committee approved a new peer group of 17 companies operating in the oil and gas exploration and production industry, with input from Longnecker, its independent compensation consultant. In establishing the peer group, the Compensation Committee considered annual revenue,

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asset similarity, market capitalization and enterprise value, complexity and geography of operations. The Compensation Committee also considered whether a company had been recently restructured or appeared to be in immediate financial distress and companies against which the Company competes operationally and for executive talent. As a result, the following 17 companies comprise the performance period group for the 2018 performance share unit awards:

Employment Agreements

As previously described herein, the employment of Messrs. B. Griffin, J. Bennett, Bott and S. Griffin terminated effective as of February 8, 2019, February 8, 2018, February 22, 2018, and March 1, 2018 respectively. As such, the discussion of the terms of their employment agreements herein reflects the terms of their employment agreements prior to their termination of employment. The remaining employment agreements are currently undergoing renegotiation.

Former Interim CEO Employment Agreement

Upon Mr. J. Bennett’s departure, Mr. B. Griffin, who at the time was serving as one of our independent directors, agreed to serve as President and CEO on an interim basis while the Company conducted a full review of internal and external candidates. Effective February 8, 2018, the Company entered into the Interim CEO Employment Agreement with Mr. B. Griffin. The Interim CEO Employment Agreement had a term expiring five days after the date a successor President and CEO is appointed by the Board (the “Employment Term”).

During the Employment Term, Mr. B. Griffin (i) received a monthly salary of $70,000, prorated for any partial month of service during the Employment Term; (ii) was eligible to participate in a bonus program with a target bonus equal to 50% of his salary with the amount of the bonus actually paid being determined by the Compensation Committee based on performance objectives established by the Compensation Committee; (iii) continued to receive an annual equity compensation award as granted to non-employee members of the Board, but did not receive an annual cash retainer or any other cash fees payable to non-employee members of the Board; (iv) continued to vest in any outstanding equity awards as if he remained a non-employee director during the Employment Term; (v) was eligible to participate in the employee benefit plans and programs available to senior executives of the Company; and (vi) was reimbursed for expenses incurred in the performance of his duties, including (a) reasonable commuting costs incurred for travel from his residence in Dallas, Texas to the Company’s headquarters in Oklahoma City, Oklahoma, and (b) the cost of housing in or near Oklahoma City, Oklahoma. Mr. B. Griffin was not entitled to participate in any severance plan or otherwise receive any severance benefits or participate in the Company’s employee equity compensation program.

Employment Agreements with Other Named Executive Officers

The Company’s employment agreements with its other named executive officers provide, or provided, in respect of Messrs. J. Bennett, Bott and S. Griffin, for (i) an annual base salary of not less than $375,000 for Mr. Johnson, $420,000 for Mr. Suter, $375,000 for Mr. Warman, $915,000 for Mr. J. Bennett, $425,000 for Mr. Bott, and $225,000 for Mr. S. Griffin; (ii) eligibility to participate in the annual incentive program; (iii) eligibility for equity awards under the Company’s incentive plan; and (iv) health and other employee benefits that are generally available to our employees.

In addition, the employment agreements include, or included, in respect of Messrs. J. Bennett, Bott and S. Griffin, provisions governing the payment of severance benefits payable to the named executive officers upon the occurrence of specified events, such as termination of their employment without cause or termination or resignation for good reason following a Change in Control of the Company.

The terms of our equity compensation plan also govern the payments and benefits named executive officers are entitled to in these situations. For a description of these payments, please read “—Potential Payments Upon Termination or Change in Control” below.

6. Actions Related to 2019 Executive Compensation

APPOINTMENT OF PAUL D. McKINNEY AS PRESIDENT AND CHIEF EXECUTIVE OFFICER

On January 28, 2019, the Company announced the appointment of Paul D. McKinney as President and Chief Executive Officer, effective January 29, 2019. Mr. McKinney succeeded Mr. B. Griffin, the Company’s Interim President and Chief Executive Officer. In connection with his appointment, the Company and Mr. McKinney entered into an offer letter (the “Offer Letter”), pursuant to which Mr. McKinney will receive an annual base salary of $500,000. He is also eligible to participate in the Company’s annual incentive plan, and his target cash bonus amount will equal 100% of his annual base salary. Mr. McKinney received an award of 250,000 stock options under the Company’s 2016 Omnibus Incentive Plan (as amended and restated as of August 8, 2018) on the first business day following his start date and, pursuant to the Offer Letter, will receive an additional award of 250,000 stock options

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on each of the first and second anniversaries of his start date, provided he continues to be employed by the Company. Mr. McKinney will also be entitled to participate in the retirement, welfare, incentive, fringe and perquisite programs generally made available to executive officers of the Company and will receive reimbursement of certain relocation and commuting expenses through October 31, 2019.

Mr. McKinney is also eligible for severance benefits under the Company’s Special Severance Plan. In the event that his employment is terminated without cause prior to the expiration of the Severance Plan, which is currently set to expire March 31 2020, he will be entitled to receive a lump sum cash payment in an amount equal to 26 weeks of his base salary, a prorated payment under the Company’s annual incentive plan at “target” and acceleration of outstanding equity awards and performance awards.

7. Other Executive Compensation Matters

CLAWBACK POLICY

The Company maintains a clawback policy that is administered by the Board. Under the policy, the Company, at the Board’s direction, will recover incentive compensation that has been erroneously paid in the event of a financial restatement or misconduct.

STOCK OWNERSHIP GUIDELINES

The Company maintains stock ownership guidelines for executive officers and non-employee directors of the Company. The policy generally requires executives and non-employee directors to own stock in the Company equal to the following guidelines:

PERCENTAGE OF SALARY REQUIRED                                    

Our executive officers and non-employee directors have five years from October 4, 2016 to fulfill this requirement or, if later, five years from the date of their appointment, promotion, or election to a role that is subject to the stock ownership guidelines. Until they are in compliance with the guidelines, our CEO is required to hold 50% of net shares issued (after tax and/or exercise) and other officers and non-employee directors are required to hold 60% of net shares issued.

ANTI-HEDGING AND ANTI-PLEDGING POLICIES

The Company maintains a policy that prohibits executives and non-employee directors from entering into agreements in which Company shares are pledged as security for a loan. It also prohibits executives and non-employee directors from engaging in hedging transactions involving Company stock.

RISK ASSESSMENT

Our compensation program for executives is not designed to encourage excessive risk taking. In that regard, payouts under the performance incentive program and performance unit plan are capped at 200% of target. In addition, all of our long-term incentives include extended vesting periods.

TAX TREATMENT OF EXECUTIVE COMPENSATION DECISIONS

Section 162(m) of the Internal Revenue Code (the “Code”), generally imposes a $1 million limit on the amount of compensation paid to certain executive officers that a public corporation may deduct for federal income tax purposes in any year. Previously, the Code provided an exception to the Section 162(m) deduction limitation for compensation qualifying as “performance-based compensation” within the meaning of the Code and the applicable Treasury Regulations. The “Tax Cuts and Jobs Act,” enacted in late 2017, repealed the performance-based compensation exception to the Section 162(m) deduction limitation for tax years beginning after December 31, 2017, with certain exceptions.

Previously, the Compensation Committee designed and administered our executive compensation program with the intent that certain portions of the compensation paid to our named executive officers would qualify as performance-based compensation under Section 162(m); however, given changes made to Section 162(m) by the “Tax Cuts and Jobs Act,” which took effect in 2018, we may not be able to deduct for federal income tax purposes a portion of the compensation paid to our named executive officers in 2018.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the disclosure set forth above under the heading “Compensation Discussion and Analysis” with management and, based on this review and discussion, the Compensation Committee has recommended to the Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement.

By the members of the Compensation Committee:

John “Jack” Lipinski, Chairman

Sylvia K. Barnes

Jonathan Christodoro

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Executive Compensation Tables

Summary Compensation Table

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Grants of Plan-Based Awards

The following table sets forth information about each grant of an award made to our 2018 named executive officers during 2018:

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Outstanding Equity Awards at Fiscal Year-End

The following table reflects all outstanding equity awards held by each of our 2018 named executive officers as of December 31, 2018:

Option Exercises and Stock Vested

The following table reflects the shares of restricted stock of each of our 2018 named executive officers that vested during 2018. No stock options were outstanding or exercised in 2018.

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Nonqualified Deferred Compensation

The Company terminated the NQDC Plan effective December 31, 2016 in a manner consistent with Section 14 of the Plan and Section 409A of the Code. For periods beginning in 2017, no additional deferrals or contributions were permitted into the NQDC Plan. However, account balances under the NQDC Plan continued to accrue earnings until the aggregate balances as of January 5, 2018 were distributed to participants on January 31, 2018.

From January 1, 2017, participant’s accounts under the NQDC Plan were held in a rabbi trust and were adjusted for earnings and losses based on deemed investment choices selected by the participant from the fund selections made available in the NQDC Plan. The available investment choices mirrored the investment choices available under our 401(k) retirement plan and did not provide guaranteed above-market or preferential earnings on deferred compensation.

The following table sets forth activity under the NQDC Plan for 2018: