den-20230418

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 þ

Filed by a Party other than the Registrant o

Check the appropriate box:


o						Preliminary Proxy Statement
o						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ						Definitive Proxy Statement
o						Definitive Additional Materials
o						Soliciting Material Pursuant to §240.14a-12

Denbury 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 all boxes that apply):


þ						No fee required.
o						Fee paid previously with preliminary materials.
o						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD THURSDAY, JUNE 1, 2023

To our Stockholders:

You are hereby notified that the 2023 Annual Meeting of Stockholders of Denbury Inc., a Delaware corporation (“Denbury” or the “Company”), will be held virtually at www.virtualshareholdermeeting.com/DEN2023 at 8:00 a.m. Central Daylight Time (CDT) on Thursday, June 1, 2023, for the following purposes:

a.to elect eight directors, each to serve until the next annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier resignation or removal;

b.to hold an advisory vote to approve named executive officer compensation;

c.to hold an advisory vote on the frequency of the stockholder vote to approve named executive officer compensation;

d.to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023;

and to transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

Only stockholders of record as of April 3, 2023 are entitled to notice of, and to vote at, the annual meeting. The annual meeting will be held at www.virtualshareholdermeeting.com/DEN2023. To be admitted to the annual meeting at www.virtualshareholdermeeting.com/DEN2023, stockholders must enter the control number found on their proxy card, voting instruction form or notice. Once properly admitted to the annual meeting, stockholders of record as of the record date may vote their shares by following the instructions available on the meeting website during the meeting and may also view the complete list of stockholders entitled to vote at the annual meeting. To ask a question pertaining to the business of the annual meeting, stockholders must submit it in advance of the annual meeting by visiting www.proxyvote.com. Questions may be submitted until 11:59 p.m., Eastern Time, on Tuesday, May 30, 2023. Each stockholder will be limited to no more than one question. Following the conclusion of the annual meeting, the Company will answer questions submitted timely in advance that pertain to the business of the annual meeting. Technical support will be available on the meeting platform at www.virtualshareholdermeeting.com/DEN2023 beginning at 7:30 a.m. CDT on June 1, 2023 or by calling 800-586-1548 (US) or 303-562-9288 (International). The technical support offered through this service is designed to address difficulties related to the virtual meeting website, and it is recommended that you contact your broker should you be unable to locate your control number.

Beginning on or about April 18, 2023, the Company sent a Notice Regarding the Internet Availability of Proxy Materials to its stockholders containing instructions on how to access the proxy materials and vote via the Internet. Instructions for requesting a paper copy of the proxy materials are contained in the Notice Regarding the Internet Availability of Proxy Materials.

By order of the Board of Directors,

/s/ James S. Matthews


James S. Matthews Executive Vice President, Chief Administrative Officer, General Counsel and Secretary April 18, 2023

Stockholders of record are urged to vote their proxy promptly, whether or not they expect to virtually attend the annual meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD VIRTUALLY ON JUNE 1, 2023:

We have elected to take advantage of the U.S. Securities and Exchange Commission rules that allow us to furnish proxy materials to our stockholders via the Internet. These rules allow us to provide information that our stockholders need while lowering costs, accelerating the speed of delivery and reducing the environmental impact of our annual meeting. This proxy statement, along with the Company’s Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2022, are available via the Internet at www.proxyvote.com.

TABLE OF CONTENTS


Internet Availability of Proxy Materials			1
Record Date and Common Stock Outstanding			1
Voting of Common Stock			1
Voting by Stockholders of Record			1
Voting by Beneficial Owners			1
Quorum; Required Vote; Treatment of Abstentions and Broker Non-Votes			1
Persons Making the Solicitation			2
Our Company			3
Proposal One: Election of Directors			5
Compensation of Non-Employee Directors			16
2022 Director Compensation			16
2022 Director Compensation Table			17
Director Stock Ownership and Retention Guidelines			17
Governance of the Company			18
Board Leadership Structure			18
Presiding Director			18
Corporate Governance Guidelines			18
Risk Oversight			19
Director Orientation and Education			20
Board Refreshment and Identification of Director Candidates			20
Director Independence			21
Code of Conduct and Ethics			21
Related Party Transactions			21
Communication with the Board			22
Board Meetings, Attendance and Committees			23
Audit Committee			23
Compensation Committee			24
Sustainability and Governance Committee			25
Management			26
Security Ownership of Certain Beneficial Owners and Management			28
Compensation Committee Report			30
Compensation Committee Interlocks and Insider Participation			30


Executive Compensation – Compensation Discussion and Analysis			31
Summary of Executive Compensation Practices			31
Objectives and Philosophy			31
2022 Say-on-Pay Results			32
Stockholder Engagement			33
Roles in Setting Executive Officer Compensation			34
Use of Peer Survey Comparisons			35
2022 Compensation Components			36
Results of Incentive-Based Compensation for Year-Ended 2022			40
2023 Compensation			42
Perquisites and Other Benefits			45
Stock Ownership Guidelines			46
Risk Assessment Related to Our Compensation Program			46
Policy on Recovery of Compensation and Clawbacks			46
Executive Compensation – Compensation Tables			47
Summary Compensation Table			47
Pay Versus Performance			49
2022 Grants of Plan-Based Awards			53
2022 Outstanding Equity Awards at Fiscal Year-End			54
Option Exercises and Stock Vested During 2022			55
Potential Payments Upon Termination or Change in Control			56
CEO Pay Ratio			58
Proposal Two: Advisory Vote to Approve Named Executive Officer Compensation			59
Proposal Three: Frequency of Advisory Vote on Named Executive Officer Compensation			60
Equity Compensation Plan Information			61
Audit Matters			62
Audit Committee Report			62
Independent Auditor Fees			63
Proposal Four: Ratify the Audit Committee’s Selection of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2023			64
Section 16(a) Beneficial Ownership Reporting Compliance			65
Stockholder Proposals for Our 2024 Annual Meeting of Stockholders			65
Proposals for Inclusion in Our 2024 Proxy Statement			65
Advanced Notice of Nominations or Proposed Business for Our 2024 Annual Meeting of Stockholders			65
Other Matters			66

DENBURY INC.

PROXY STATEMENT

Annual Meeting of Stockholders

to be held on Thursday, June 1, 2023

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (“our Board” or “the Board”) of Denbury Inc., a Delaware corporation (“Denbury” or “the Company”), for use at the Company’s virtual annual meeting of stockholders to be held on Thursday, June 1, 2023 at www.virtualshareholdermeeting.com/DEN2023, or at any adjournment or postponement thereof. This proxy statement, proxy card and our 2022 Annual Report to Stockholders are being first made available to stockholders on or about April 18, 2023.

INTERNET AVAILABILITY OF PROXY MATERIALS

As permitted under the rules of the Securities and Exchange Commission (the “SEC”), the Company is making its proxy materials available to its stockholders electronically via the Internet. On or about April 18, 2023, the Company sent a Notice Regarding the Internet Availability of Proxy Materials (the “Notice”) to its stockholders of record as of the close of business on April 3, 2023. The Notice includes (i) instructions on how to access the Company’s proxy materials and vote via the Internet, (ii) the date, time and virtual location of the annual meeting, (iii) a description of the matters intended to be acted upon at the annual meeting, (iv) a list of the materials being made available electronically, (v) instructions on how a stockholder can request paper copies of the Company’s proxy materials, (vi) any control/identification numbers that a stockholder needs to access the proxy materials and (vii) information about attending and voting at the virtual annual meeting. Following the conclusion of the annual meeting, the Company will answer questions submitted timely in advance that pertain to the business of the annual meeting. SEC rules permit us to deliver a single copy of the Company’s proxy materials to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. This benefits both the stockholders and the Company, as it eliminates duplicate mailings and reduces our printing and mailing costs. Each stockholder will continue to receive a separate proxy card or voting instruction card.

RECORD DATE AND COMMON STOCK OUTSTANDING

The record date for the annual meeting was April 3, 2023. Only Denbury stockholders of record as of the record date are entitled to receive notice of and to vote at the annual meeting. If you are a holder of our common stock, you are entitled to one vote at the annual meeting for each share of common stock you held as of the record date. As of the record date, there were 50,039,629 shares of Denbury common stock issued and outstanding and entitled to vote at the annual meeting.

VOTING OF COMMON STOCK


Voting by Stockholders of Record

You are a stockholder of record if your shares are directly held by you and registered in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc. If you are a stockholder of record, you may vote your shares via the Internet at www.proxyvote.com in accordance with the instructions in the Notice. You may also vote by touch-tone telephone from the United States by calling 1-800-690-6903, or by completing, signing and dating the proxy card and returning the proxy card in the prepaid envelope. In order to be valid and acted upon at the annual meeting, your proxy must be received before 11:59 p.m. Eastern Daylight Time (EDT) on May 31, 2023. Shares represented by proxy will be voted at the annual meeting unless the proxy is revoked at any time prior to the time at which the shares covered by proxy are voted by: (i) timely submitting a proxy with new voting instructions via the Internet or telephone; (ii) timely delivering a valid, later-dated executed proxy card; (iii) delivering a written notice of revocation that is received by our Corporate Secretary at 5851 Legacy Circle, Suite 1200, Plano, Texas 75024, by 11:59 p.m. Eastern Daylight Time (EDT) on May 31, 2023; or (iv) voting at the virtual annual meeting by completing a ballot.



			Kevin O. Meyers


						Joined the Board: 2011
						Age: 69
						Board Committees: Audit Committee, Compensation Committee
						Principal Occupation: Independent Consultant


			Dr. Kevin O. Meyers has been a valued director of Denbury Inc. since July 2011 and currently serves as the Chairman of the Board since September 2020. With more than 40 years of experience in the oil and gas industry, Dr. Meyers retired from ConocoPhillips at the end of 2010, where he served as a senior executive for ten years. During his tenure at ConocoPhillips, he held various positions, including Senior Vice President Exploration and Production, Americas, President of ConocoPhillips Canada, President of ConocoPhillips Russia and Caspian Region, and President of ConocoPhillips Alaska. Before that, he worked for ARCO for 20 years, serving in engineering, technical, and executive roles, including as President of ARCO Alaska. Dr. Meyers’ vast experience has made him a well-respected figure in the oil and gas industry. He is currently a member of the Board of Directors of Hess Corporation (NYSE: HES), an oil and natural gas exploration and production company, and Precision Drilling Corporation (NYSE: PDS), a provider of drilling equipment and services. He previously served on the Board of Directors of Hornbeck Offshore Services, Inc. (NYSE: HOS), Bill Barrett Corporation (NYSE: BBG), LUKOIL, the World Energy Council, the United States Energy Association, the Board of Regents of the University of Alaska and the Nature Conservancy of Alaska.

			Additional Qualifications
			Dr. Meyers holds a Ph.D. in Chemical Engineering from the Massachusetts Institute of Technology and Bachelor’s degrees in Chemistry and Mathematics from Capital University in Ohio. His extensive technical and leadership experience, coupled with his educational background, provide the Board with valuable insights into the Company’s operations and technical matters. As the Chairman of the Board, Dr. Meyers plays a vital role in driving the Company’s strategic direction.

			Experience and Expertise
			Dr. Meyers has experience and expertise in many of the skills summarized on the graphic on page 6 above, which make him uniquely qualified to serve as a director of Denbury, including skills related to (i) executive leadership, (ii) health, safety and environment (iii) exploration and production operational and technical expertise and (iv) reserves.



	Anthony M. Abate


		Joined the Board: 2020
		Age: 58
		Board Committees: Audit Committee, Compensation Committee
		Principal Occupation: Independent Consultant


	Anthony M. Abate has been an independent director of Denbury Inc. since September 2020. He currently serves as the Chair of the Audit Committee and is also a member of the Compensation Committee. Mr. Abate has extensive experience in finance, accounting and M&A, having served in various director and executive leadership roles throughout his career. Mr. Abate also serves as the Executive Chairman of GTT Communications, Inc., one of the industry's largest global Tier 1 IP networks. Prior to this role, he served as a member of the Special Purpose Committee supporting the company’s financial restructuring. GTT offers a comprehensive set of network services connecting 260 cities on six continents and more than 140 countries, designed for sophisticated enterprise customers requiring secure, high-performance, and scalable networking solutions. Mr. Abate also serves as the lead director and formerly Chairman of Southeastern Grocers, a multi-brand retail grocery store business with $8 billion in revenue. Following a financial restructuring, he assumed the role of Chairman at the request of investors to guide the business towards profitable growth and a successful exit. Previously, Mr. Abate served as an independent director of Tops Markets, BroadView Networks, Looking Glass Networks and CBeyond Communications. Mr. Abate founded and served as COO and CFO of Echo360, Inc. from 2007 to 2021. Echo360 provides educational technology solutions to the higher education and continuing education markets worldwide. Before Echo360, Mr. Abate served as a private equity general partner, most recently at Battery Ventures where he initiated investments, retained active board responsibilities, raised significant debt and equity capital, and managed exits via initial public offering or strategic sale. Prior to that, Mr. Abate served as a consultant at McKinsey & Co. where he advised publicly traded companies and venture-backed start-ups on how best to capitalize on the ensuing business opportunities of industry deregulation and Internet convergence.

Additional Qualifications
	Mr. Abate is a highly accomplished individual, having graduated summa cum laude with a Bachelor of Science degree in Electrical Engineering from Duke University. He holds an MBA, with distinction, from Harvard Business School. He has gained extensive expertise across many industries throughout his professional career, including initiating investments, raising significant debt and equity capital, rapidly growing nascent businesses, and managing accretive investor returns. Mr. Abate began his career in the U.S. Air Force, where he developed an advanced computer platform for the then-classified stealth aircraft program.

	Experience and Expertise
	Mr. Abate has experience and expertise in many of the skills summarized on the graphic on page 6 above, which make him uniquely qualified to serve as a director of Denbury, including skills related to (i) executive leadership, (ii) finance and accounting (iii) information technology and cybersecurity and (iv) entrepreneurship and startups.



			Caroline G. Angoorly


						Joined the Board: 2020
						Age: 58
						Board Committees: Sustainability and Governance Committee
						Principal Occupation: Managing Partner of GreenTao LLC


			Ms. Angoorly has extensive experience in energy, resources, sustainable infrastructure, and environmental sectors, including energy and fuel markets and clean tech projects. She is an expert in successfully developing and financing greenfield projects and building and running clean energy and sustainable infrastructure businesses and funds. Ms. Angoorly has been a director of Denbury since September 2020. She founded GreenTao LLC in 2010, a specialized firm focused on business growth, project development, financing, strategy, and execution. She is an expert in strategy, policy, and execution on energy transition, ESG, and sustainability matters. Her clients range from Fortune 500 companies to middle market and start-ups. Ms. Angoorly returned to GreenTao as Managing Partner in 2019 after more than five years as the founding COO of NY Green Bank, where she was responsible for establishing and evolving a $1 billion State-sponsored investment fund focused on clean energy and sustainable infrastructure. She also played a leadership role at the New York State Research & Development Authority (which manages the $5.3 billion Clean Energy Fund for the State), including as a mentor and as founding Co-Chair of the organization’s Diversity & Inclusion Initiative. Previously Ms. Angoorly was Head of Environmental Markets, North America for J. P. Morgan (focused on greenhouse gas, renewable energy and other energy-related projects and businesses), SVP and Head of Development, North East and VP, Environmental & New Business for NRG Energy, General Counsel at EnelGreenPower and a partner in the Global Project Finance Group at international firm Milbank. Throughout her career, Ms. Angoorly has been involved in billions of dollars of “first-of-their-kind” projects based on technology, financing structures and other capital aspects. Ms. Angoorly’s experience also includes being a Board Member of renewable energy company Cyrq Energy Inc. (where she chairs the Development Committee). Previously, she was a Board member and chair of the audit committee of Evolution Markets Inc., an environmental and energy commodity brokerage and advisory firm, until its acquisition by Xpansiv.

			Additional Qualifications
			Ms. Angoorly received the John Clemenger Memorial Medal from Melbourne Business School for her performance at the top of her MBA class. Ms. Angoorly holds geology and law honors degrees from Monash University and an MBA from Melbourne Business School (partly undertaken at Columbia Business School).

			Experience and Expertise
			Ms. Angoorly has experience and expertise in many of the skills summarized on the graphic on page 6 above, which make her uniquely qualified to serve as a director of Denbury, including skills related to (i) sustainability, climate risk and the energy transition, (ii) corporate governance, (iii) strategy development, business development, and mergers and acquisitions and (iv) entrepreneurship and startups.



			James N. Chapman


						Joined the Board: 2020
						Age: 60
						Board Committees: Compensation Committee, Sustainability and Governance Committee
						Principal Occupation: Independent Consultant


			James N. Chapman has been a director of Denbury since September 2020. Mr. Chapman has more than 35 years of investment banking experience in a wide range of industries, including aviation/airlines, metals/mining, natural resources/energy, automotive/general manufacturing, financial services, real estate and healthcare. Mr. Chapman currently serves on the board of Arch Resources, Inc. (NYSE: ARCH) and California Resources Corporation (NYSE: CRC). He has experience in environmental, social and governance matters through his membership on Denbury’s Sustainability and Governance Committee, Arch Resources’ environmental, social, governance and nominating committee and California Resource’s nominating and governance committee. His other public company directorships in recent years include Tower International, Inc. (from October 2010 to October 2019), AerCap Holdings NV (from 2006 to May 2018) and Tembec Inc. (from 2008 to November 2017). Mr. Chapman also serves as a non-executive Advisory Director of SkyWorks Capital, LLC (“Skyworks”), an aviation and aerospace management consulting services company based in Greenwich, Connecticut, which he joined in December 2004. Prior to his current role at SkyWorks Capital, Mr. Chapman has had an extensive career in the investment banking industry, spanning over three decades. He was previously associated with Regiment Capital Advisors, LP, an investment advisor focused on high yield investments, before establishing his own consulting practice. He has also held key positions at The Renco Group, Inc., Fieldstone Private Capital Group, and Bankers Trust Company. Mr. Chapman has served on numerous committees for the various boards on which he has served, including audit committee, compensation committee, pricing committee, portfolio management committee, treasury committee and corporate governance and human resource/nomination committee responsibilities. He has also served on special committees related to “going-private” transactions and other strategic initiatives, including mergers, acquisitions, restructurings, bankruptcies and litigation.

			Additional Qualifications
			Mr. Chapman received an MBA degree, with distinction, from Dartmouth College in 1985 and was elected an Edward Tuck Scholar. He received his Bachelor of Arts degree, with distinction, magna cum laude, at Dartmouth College in 1984 and was elected to Phi Beta Kappa, in addition to being a Rufus Choate Scholar.

			Experience and Expertise
			Mr. Chapman has experience and expertise in many of the skills summarized on the graphic on page 6 above, which make him uniquely qualified to serve as a director of Denbury, including skills related to (i) human capital management, diversity, equity and inclusion, and compensation, (ii) capital markets and capital allocation (iii) strategy development, business development, and mergers and acquisitions and (iv) finance and accounting.



			Christian S. Kendall


						Joined the Board: 2017
						Age: 56
						Board Committees: None
						Principal Occupation: President and Chief Executive Officer of Denbury Inc.


			Christian S. Kendall is a highly experienced professional in the oil and gas industry with more than 30 years of experience in domestic and international operations roles. He has been a director and Chief Executive Officer of Denbury since July 2017, after joining the company as Chief Operating Officer in September 2015 and being promoted to President in October 2016. As President and Chief Executive Officer of Denbury, Mr. Kendall is intimately knowledgeable of the day-to-day and strategic operations of the Company, providing the Board with a management perspective. Prior to joining Denbury, Mr. Kendall was employed at Noble Energy, Inc., where he served as a member of Noble’s executive management and as part of its operations leadership team as Senior Vice President, Global Operations Services. Prior to that, Mr. Kendall served as Vice President, Gulf of Mexico (2011-2014), and as Business Unit Manager and Vice President, Noble Energy Mediterranean Ltd (2007-2011), having been with Noble since 2001. Mr. Kendall's career in the oil and gas industry began in 1989 with Mobil Oil Corporation. With his extensive experience and expertise, he has made significant contributions to the growth and development of Denbury.

			Additional Qualifications
			Mr. Kendall brings a strong scientific background to his role at Denbury, holding a Bachelor of Science degree in Engineering with a Civil Specialty from the Colorado School of Mines. He has also completed the prestigious Advanced Management Program at the Harvard Business School. In addition to his professional achievements, Mr. Kendall is an active member of the oil and gas industry and serves as a member of the National Petroleum Council. He is also deeply committed to philanthropy and community service, serving as the Chairman of the Board of the Dallas Division of the American Heart Association. His dedication to both his professional and community pursuits makes him a distinguished and respected leader in his field.

			Experience and Expertise
			Mr. Kendall has experience and expertise in many of the skills summarized on the graphic on page 6 above, which make him uniquely qualified to serve as a director of Denbury, including skills related to (i) executive leadership, (ii) health, safety and environment (iii) corporate governance and (iv) exploration and production operational and technical expertise.



	Lynn A. Peterson


		Joined the Board: 2017
		Age: 70
		Board Committees: Audit Committee
		Principal Occupation: Executive Chairman of the Board of Chord Energy Corporation


	Lynn A. Peterson is a seasoned industry professional with more than 40 years of experience in the oil and gas sector. He has been serving as a director of Denbury since 2017, bringing valuable insights to the Company’s operations, strategy, and business management. As a former CEO of an oil and gas company, Mr. Peterson’s extensive industry knowledge and leadership skills are an asset to the Board. His expertise enables the Board to make informed decisions and steer the Company toward sustainable growth and success. In addition to being a director of Denbury since 2017, Mr. Peterson currently holds the position of Executive Chairman of the Board at Chord Energy Corporation (NYSE: CHRD). He also serves as a director of PDC Energy (NASDAQ: PDCE). Mr. Peterson previously served as President, Chief Executive Officer and a director of Whiting Petroleum Corporation (NYSE: WLL) from September 2020 until its merger with Oasis Petroleum, Inc. in July 2022, forming Chord Energy Corporation. Prior to Whiting, Mr. Peterson was a co-founder of Kodiak Oil & Gas Corporation, serving as a Director from 2001 to 2014; President and Chief Executive Officer from 2002 to 2014; and Chairman of the Board from 2011 to 2014 until its acquisition by Whiting Petroleum Corporation in December 2014. His next role was Chairman of the Board, Chief Executive Officer, and President of SRC Energy from 2015 to 2020, until the closing of its merger with PDC Energy.

Additional Qualifications
	Mr. Peterson graduated from the University of Northern Colorado with a Bachelor of Science in Accounting.

	Experience and Expertise
	Mr. Peterson has experience and expertise in many of the skills summarized on the graphic on page 6 above, which make him uniquely qualified to serve as a director of Denbury, including skills related to (i) human capital management, diversity, equity and inclusion, and compensation, (ii) government policy, legal and regulatory (iii) capital markets and capital allocation and (iv) reserves.



			Brett R. Wiggs


						Joined the Board: 2020
						Age: 57
						Board Committees: Audit Committee, Sustainability and Governance Committee
						Principal Occupation: Chief Executive Officer of Oryx Midstream Services


			Brett R. Wiggs is a successful leader in the energy industry with a long history of creating growth and value. He has served as a director of Denbury since September 2020, bringing his extensive experience in the industry both in the U.S. and abroad. Mr. Wiggs is the Chief Executive Officer of Oryx Midstream Services. While continuing to lead it today, Mr. Wiggs formed Oryx in late 2013 and grew the company from a start-up to its sale to Stonepeak Energy Partners for $3.6 billion in 2019. In less than seven years, Oryx became the second largest oil gathering and regional transport company in the Permian Basin, moving approximately 700,000 barrels of oil per day through more than 1,500 miles of pipe and approximately 3 million barrels of storage, the majority of which were developed and built as greenfield assets. In late 2021, Oryx combined all of its assets with the Permian Basin assets of Plains All American Pipeline, L.P. to form the largest oil gathering and transport venture in the Permian Basin. Mr. Wiggs continues to serve on the board for the new joint venture in addition to continuing as the CEO of Oryx Midstream Services. Most recently prior to founding Oryx in late 2013, Mr. Wiggs served as a managing director for EnCap Flatrock Midstream. Previously, Mr. Wiggs served as CEO of DFW Midstream Services, a natural gas gathering company focused in the Barnett Shale. Within three years of starting the company in 2008, Mr. Wiggs built a gathering system with more than 80 miles of large and small diameter pipeline and approximately 50,000 horsepower of compression in a dense urban environment. Mr. Wiggs has also served as president and general manager of Bolivia’s principal oil and gas pipeline company, Transredes SA, and as president and CEO of the Cuiaba Integrated Power Project, a power plant and natural gas pipeline project located in western Brazil. Additionally, Mr. Wiggs has held various business development and management positions at TXU.

			Additional Qualifications
			Prior to beginning his business career, Mr. Wiggs served as an artillery officer in the U.S. Army. He received a Bachelor of Science degree from West Point and a Master of Business Administration degree from the University of Texas.

			Experience and Expertise
			Mr. Wiggs has experience and expertise in many of the skills summarized on the graphic on page 6 above, which make him uniquely qualified to serve as a director of Denbury, including skills related to (i) executive leadership, (ii) corporate governance (iii) entrepreneurship and startups and (iv) midstream experience.



			Cindy A. Yeilding


						Joined the Board: 2021
						Age: 62
						Board Committees: Compensation Committee, Sustainability and Governance Committee
						Principal Occupation: Independent Consultant


			Cindy A. Yeilding joined the Board at Denbury in March 2021, bringing more than 35 years of experience as a technical expert and leader in the oil and gas industry. Ms. Yeilding is also an expert in sustainability, climate risk, and energy transition. She was the chair of a working team that delivered the 2019 National Petroleum Council study and report on Carbon Capture, Use, and Storage, creating a roadmap for its application at scale in the U.S. She is a board member and Vice Chair of The Center for Houston's Future, where she focuses on energy transition, healthcare, and immigration. Ms. Yeilding is also an instructor and co-developer of the University of Houston's Carbon Capture, Use, and Storage executive education course. In terms of operational and technical expertise, Ms. Yeilding was a key leader in delivering BP’s deepwater Gulf of Mexico upstream portfolio, resulting in over 2 billion barrels of oil equivalent discovered and the creation of one of BP’s core businesses. She also transformed BP’s geoscience technology and research program by developing cutting-edge geophysics and a digital high-performance computing center, leading to significant additions to BP’s resource portfolio. Ms. Yeilding has extensive board experience, including serving as a Director, Vice President, and Executive Committee member of BPX&P, the multi-billion dollar Gulf of Mexico subsidiary of BP. She was also a Director (at-large oversight role) of the BP America Board, where she led the development of BP America’s Ethics and Compliance Committee. Additionally, she served as a Director for BP’s onshore production business, BPAPC.

			Additional Qualifications
			Ms. Yeilding is an accomplished academic and author with more than 100 publications on geoscience, CCUS, and energy transition, including the textbook, Deepwater Sedimentary Systems. She was named the AAPG Distinguished Lecturer on Energy Transition for 2022-2023, the Michel T. Halbouty Lecturer for 2022, and gave the keynote address at the AAPG CCUS Conference in 2021. Ms. Yeilding has also received numerous awards for her leadership in the energy business, including being named one of Hart Energy’s “25 Most Influential Women in Energy.” She holds a Bachelor of Science in Geology from Southern Methodist University and a Master of Science in Geology from the University of North Carolina.

			Experience and Expertise
			Ms. Yielding has experience and expertise in many of the skills summarized on the graphic on page 6 above, which make her uniquely qualified to serve as a director of Denbury, including skills related to (i) health, safety and environment, (ii) sustainability, climate risk and the energy transition, (iii) exploration and production operational and technical expertise and (iv) reserves.


	Annual Chairperson Fee		Annual Member Fee
Board of Directors	$	125,000	$	80,000
Audit Committee	25,000		12,500
Compensation Committee	17,500		8,750
Sustainability and Governance Committee	17,500		8,750


Director	Fees Earned or Paid in Cash (1)		Stock Awards (2)		All Other Compensation (3)		Total
Kevin O. Meyers	$	146,250	$	241,858	$	9,771	$	397,879
Anthony M. Abate	113,750		161,214		—		274,964
Caroline G. Angoorly	97,500		161,214		—		258,714
James N. Chapman	106,250		161,214		—		267,464
Lynn A. Peterson	92,500		161,214		—		253,714
Brett R. Wiggs	101,250		161,214		—		262,464
Cindy A. Yeilding	97,500		161,214		—		258,714


Board of Directors’ Recommendation


Director						2023 Grants of Restricted Stock Units
Kevin O. Meyers						2,652
Anthony M. Abate						1,768
Caroline G. Angoorly						1,768
James N. Chapman						1,768
Lynn A. Peterson						1,768
Brett R. Wiggs						1,768
Cindy A. Yeilding						1,768