Exhibit 99.2

 

CRESCENT POINT ENERGY CORP. INFORMATION CIRCULAR 2023 PROXY STATEMENT TSX CPG    |    NYSE CPG Bringing Energy To Our World – The Right Way ANNUAL MEETING OF SHAREHOLDERS Your vote is important – please read the enclosed information about the business of the meeting and to learn more about our company. MAY 18    |    2023    

 

at the Annual Meeting Our information circular provides important context on Fixing the number of directors the items you will be voting on at the annual meeting. Please read the entire document before voting. Electing directors MAY 18 2023 |    10:00 a.m. MT Appointing auditors Calgary TELUS Convention Centre 120-9th Avenue SE, Calgary, Alberta Advisory vote on executive compensation    

OUR RPOSE passionately in the our purpose statement: Bringing Energy To Our World – The Right Way to satisfy energy demand with the ethical and responsibly developed while keeping environmental, social e (“ESG”) standards top of mind. our purpose by delivering consistent excellence and through active engagement. also represented by our people, what the communities we operate in and to each of our relationships. Crescent Point Energy Corp.    |    2023    |    Information Circular – Proxy Statement i    

PRINCIPLES FOR SUCCESS Our business decisions are guided by our key pillars of enhancing balance sheet strength and sustainability. Balance Sheet Strength 2022 Sustainability Highlights Generated significant excess Increased scalability by further cash flow of ~$1.2B optimizing asset portfolio with additions in Kaybob Duvernay which Achieved near-term underpins corporate 10-year plan leverage targets mid-year Continued investment in ~$850MM of net debt long-term and environmental reduction in 2022, exiting projects, including decline mitigation the year with net debt to adjusted funds flow of ~0.5x Achieved previous 2025 target to reduce scope 1 emissions by 50% Renewed and extended well ahead of schedule and established credit facility which remains new emissions and freshwater use primarily undrawn reduction targets Updated and enhanced Replaced 113% of annual production on return of capital framework that a 2P basis, primarily driven by organic aligns shareholder returns, reserve additions in Kaybob Duvernay balance sheet strength and reinvestment in the business Achieved best safety score on record, driven by continued commitment to safe operations Crescent Point Energy Corp.    |    2023    |    Information Circular – Proxy Statement ii

2023 BOARD OF DIRECTOR Mike Jackson 1 2 NOMINEES More than 30 years in corporate and investment banking holding several senior management roles with Scotiabank. Barbara Munroe Jennifer F. Koury 2 4 Chair of the Board Extensive business leadership and More than 30 years of legal experience governance background. Former executive and industry diversification. Former EVP with BHP Billiton and Enerplus. with WestJet Airlines. Craig Bryksa 3 François Langlois 1 3 5 President & Chief Executive Officer More than 35 years of domestic & international Over 20 years of oil and gas experience, oil and gas experience. Former SVP, including over 15 years at Crescent Point Exploration and Production with Suncor Energy. in several senior management roles. James E. Craddock 2 4 5 Myron M. Stadnyk 3 4 5 Seasoned upstream executive with over Over 35 years of business, industry, leadership 30 years of experience. Former Chairman and governance experience. Former President and CEO of Rosetta Resources. and CEO of ARC Resources. Mindy Wight 1 4 John P. Dielwart 3 5 Over 40 years of experience in the oil Over 15 years of tax and financial experience. and gas sector. Founding member of Currently the Chief Executive Officer of ARC Resources. Nch’kaý Development Corporation. 1 2 3 4 5 Audit CG & Nominating ES&S HR & Compensation Reserves Committee Committee Committee Committee Committee Financial risk Board Stakeholder Culture and Operational management renewal engagement engagement excellence Cybersecurity Diversity Environment Compensation    alignment Financial information Governance Safe operations Human capital management Crescent Point Energy Corp.    |    2023    |    Information Circular – Proxy Statement iii    

SHAREHOLDER RETURNS BASE DIVIDENDS + Focus on returns with nearly SHARE REPURCHASES & SPECIAL DIVIDENDS $500MILLION = delivered to shareholders in TOTAL RETURN 2022 through dividends and OF CAPITAL share repurchases totaling over 5% of the float ESG HIGHLIGHTS Diverse director nominees with comprehensive skill sets & experiences Governance % % Prudent management of financial & non-financial risks 33 56 Tied 30% of our short-term incentive scorecard of director of director nominees to performance against ESG metrics Strong nominees are have CEO/CFO/COO women experience Emissions Target Water Target 1 Water Target 2 New target to reduce our Reduce surface Develop a strategic scope 1 & 2 emissions freshwater use water management 38% to achieve a combined 50% in our southeast plan for major Stewardship emissions intensity of Saskatchewan operating areas 0.020 tCO e/boe completions by by the year 2 2030 50% by 2025 • Safely decommissioned 240 inactive wells as part of our target to reduce inactive well count by 30% by 2031 Environmental • Dedicated funding of 3-5% of annual maintenance capital to support environmental stewardship initiatives • Proactive asset integrity program with continued success in spill prevention Sustainable Employee • Achieved a new 7-year low in Serious Incident Frequency Engagement Score (“SIF”) and Total Recordable Injury Frequency (“TRIF”) Impact demonstrating the company’s strong safety culture • Donated $2.2 MM supporting more than 450 charitable Social 87 organizations and community groups • Enhanced Indigenous engagement Crescent Point Energy Corp.    |    2023    |    Information Circular – Proxy Statement iv

TABLE OF CONTENTS

 

 

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NOTICE OF OUR ANNUAL GENERAL MEETING TO BE HELD ON THURSDAY, MAY 18, 2023

You are entitled to vote by proxy.

You are invited to our 2023 annual general meeting:

When		Thursday, May 18, 2023 10:00 a.m. MT
Where		Calgary TELUS Convention Centre Macleod C-D 120-9th Avenue SE Calgary, Alberta, T2G 0P3
Your vote matters		If you held Crescent Point common shares on April 6, 2023, you are entitled to receive notice of, attend and vote at this meeting.

The business of the meeting is to:

 

1.

receive and consider the financial statements for the year ended December 31, 2022, together with the auditor’s report;

 

2.

fix the number of directors to be elected at the meeting at nine;

 

3.

elect directors for the coming year or until their successors are duly elected or appointed;

 

4.

appoint the auditors for the coming year and to authorize the Board of Directors to fix their remuneration for 2023;

 

5.

adopt an advisory resolution accepting our approach to executive compensation; and

 

6.

transact other business as may properly be brought forward.

You can access our 2022 financial statements, other documents and information online:

 

www.crescentpointenergy.com		www.sedar.com (SEDAR)		www.sec.gov/edgar (EDGAR)

 

By order of the Board of Directors,

Craig Bryksa

Director, President and Chief Executive Officer

Calgary, Alberta

April 6, 2023

 

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ABOUT THE TERMS IN THIS DOCUMENT

 

•

A&D means acquisition and disposition.

 

•

annual meeting, meeting and AGM refer to the 2023 annual meeting of our shareholders.

 

•

Board means the Board of Directors of Crescent Point.

 

•

CG&N Committee refers to Crescent Point’s Corporate Governance and Nominating Committee.

 

•

common shares means Crescent Point’s common shares.

 

•

directors means the duly elected or appointed directors of Crescent Point.

 

•

DSUs means Deferred Share Units granted pursuant to the company’s Deferred Share Unit Plan (“DSU Plan”).

 

•

ESG means Environmental, Social and Governance.

 

•

ES&S Committee refers to Crescent Point’s Environment, Safety and Sustainability Committee.

 

•

executives means those members of Crescent Point’s management who hold the position of Vice-President or higher.

 

•

G&A refers to General and Administrative.

 

•

HRCC refers to Crescent Point’s Human Resources and Compensation Committee.

 

•

information circular refers to this Information Circular – Proxy Statement.

 

•

LTI refers to Long-term Incentive.

 

•

LTIP refers to Long-term Incentive Plan.

 

•

management means the senior members of Crescent Point’s staff, including executives.

 

•

NEO means a “named executive officer” as such term is defined in Form 51-102F6 – Statement of Executive Compensation.

 

•

performance share units, or PSUs, mean performance shares granted pursuant to the company’s Performance Share Unit Plan (“PSU Plan”).

 

•

restricted share units, or RSUs, mean restricted shares granted pursuant to the company’s Restricted Share Bonus Plan (“RSBP”).

 

•

shareholders means holders of Crescent Point common shares.

 

•

STI refers to Short-term Incentive.

 

•

STIP refers to Short-term Incentive Plan.

 

•

TCFD refers to the Task Force on Climate-related Financial Disclosures.

 

•

TSX means the Toronto Stock Exchange.

 

•

VWAP means the Volume-Weighted Average Price of shares over a specific period.

 

•

we, us, our, company and Crescent Point mean Crescent Point Energy Corp. and, where applicable, its subsidiaries and other entities controlled, directly or indirectly, by Crescent Point.

 

•

you and your refer to the shareholder.

 

•

All dollar amounts are in Canadian dollars, unless indicated otherwise.

 

•

Information is as of March 14, 2023, unless indicated otherwise.

 

•

The fair value or market value of common shares is calculated using the one-day volume-weighted average common share price on the TSX, unless indicated otherwise.

 

•

For additional information see ‘Specified Financial Measures’ and ‘Forward-Looking Statements and Reserves Data’ on pages 76 and 77 of this information circular.

 

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MEETING AND VOTING INFORMATION

Solicitation of Proxies

This information circular is supplied in connection with the solicitation of proxies by Crescent Point’s management for use at our AGM to be held on Thursday, May 18, 2023 at 10:00 a.m. MT at the Calgary TELUS Convention Centre, 120-9th Avenue SE, Macleod C-D for the purposes as described in the ‘Notice of Our Annual General Meeting’ section on page 2 of this information circular.

Instruments of proxy or voting instructions must be received by Crescent Point, or its agents, not less than 48 hours (excluding Saturdays, Sundays and holidays) before our meeting.

Registered shareholders may submit their vote by:

 

				Mail:
				Computershare Trust Company of Canada
				Attention: Proxy Department 8th floor, 100 University Avenue
				Toronto, Ontario M5J 2Y1
				Internet:
				Go to www.investorvote.com and enter the 15-digit control number printed on your form of proxy and follow the instructions on the web page to vote your shares.
				Phone:
				Call 1-866-732-8683 (toll-free in North America) and enter the 15-digit control number printed on your form of proxy. Follow the instructions provided by the interactive voice recognition system to vote your shares.
				In person at the meeting:
				Register with a Computershare representative when you arrive at the meeting. If you intend to vote at the meeting, do not fill out your form of proxy as you will be casting your vote at the meeting.

The deadline for deposit of proxies may be waived or extended by the Chair of the meeting at the Chair’s discretion, without notice.

The costs incurred in the preparation and mailing of this information circular and related materials will be borne by Crescent Point. In addition to solicitation by mail, proxies may be solicited by personal meetings, telephone or other means of communication and by directors, officers and employees of Crescent Point, who will not be specifically compensated for such solicitations.

We have engaged Kingsdale Advisors (“Kingsdale”) to provide proxy solicitation services and will pay fees of approximately $53,000 to Kingsdale for its services and additional out-of-pocket expenses. We may also reimburse brokers and other persons holding shares in their name or in the name of nominees for the costs incurred when sending proxy material to their principals in order to obtain their proxies. You can contact Kingsdale by email at contactus@kingsdaleadvisors.com or by telephone at 1-888-518-6559 (toll-free in North America) or at 1-416-867-2272 (collect call for shareholders outside North America).

Record Date

Our Board has fixed the record date for the meeting as the close of business on April 6, 2023. If you held one or more common shares on that date, you are entitled to receive notice of, attend and vote at the meeting. Each outstanding common share on that date is entitled to one vote.

 

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Voting by Proxy

Voting by proxy is the easiest way to vote. It means you are giving someone else (i.e., your proxyholder) the authority to attend the meeting and vote for you according to your instructions. It is your right to appoint a person or company of your choosing to represent you at the meeting and vote accordingly. Craig Bryksa, President and Chief Executive Officer (“CEO”), or failing him, Ken Lamont, Chief Financial Officer (“CFO”), each (with full power of substitution) have agreed to act as Crescent Point proxyholders to vote your shares at the meeting according to your instructions.

The persons named in the enclosed proxy will have discretionary authority with respect to any amendments or variations of the matters of business to be acted on at the meeting or any other matters properly brought before the meeting or any adjournment or postponement thereof, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the meeting is routine and whether or not the amendment, variation or other matter that comes before the meeting is contested.

If you do not name a different proxyholder when you sign your form, you are authorizing Mr. Bryksa or Mr. Lamont to act as your proxyholder to vote for you at the meeting according to your instructions.

Voting recommendations:

 

•

FOR fixing the number of directors to be elected at the annual meeting at nine;

 

•

FOR the election of the persons nominated to serve as directors;

 

•

FOR the appointment of PricewaterhouseCoopers LLP as auditors; and

 

•

FOR the advisory resolution to accept Crescent Point’s approach to executive compensation.

Notice to Beneficial Holders of Common Shares

You are a beneficial holder if your shares are held in the name of a nominee. That is, your certificate was deposited with a bank, trust company, securities broker, trustee or other institution. Only proxies deposited by registered shareholders of Crescent Point can be recognized and acted upon at the meeting. If you are a beneficial shareholder, your package includes a voting instruction form that outlines how to vote. Common shares held by brokers or their nominees can only be voted upon with the instructions of the beneficial shareholder. Without specific instructions, the Canadian broker/nominees are prohibited from voting common shares for their clients. When a broker is unable to vote on a proposal because it is non-routine and the owner of the common shares does not provide voting instructions, a “broker non-vote” occurs. Broker non-votes have no effect on the vote on such a proposal because they are not considered present and entitled to vote. Beneficial shareholders cannot be recognized at the meeting for the purposes of voting the common shares in person or by way of proxy except as outlined below.

Your broker is required by law to receive voting instructions from you before voting your shares. Every broker has their own mailing procedures and instructions for returning the completed voting instruction form, so be sure to follow the instructions provided on the form. Most brokers delegate responsibility for obtaining instructions from their clients to Broadridge Investor Communications Corporation (“Broadridge”). Broadridge mails the proxy materials and voting instruction form to beneficial shareholders, at our expense. The voting instruction form will name the same Crescent Point representatives listed above in the section ‘Voting by Proxy’ to act as Crescent Point proxyholders.

Additionally, we may use Broadridge’s QuickVote^TM service to assist beneficial shareholders with voting their shares. Beneficial shareholders may be contacted by Kingsdale to obtain voting instructions directly over the telephone. Broadridge then tabulates the results of all the instructions received and provides the appropriate instructions respecting the shares to be represented at the meeting.

If you are a beneficial shareholder and wish to vote at the meeting you must appoint yourself as proxyholder by inserting your own name in the space provided on the form of proxy or voting instruction form sent to you by your intermediary, and follow all of the applicable instructions provided by your intermediary. By doing so, you are instructing your intermediary to appoint you as proxyholder. Non-registered shareholders who have not appointed themselves as proxyholder (and registered as instructed below) cannot vote during the meeting. This is because we and our transfer agent, Computershare, do not maintain the records for non-registered shareholders and we have no knowledge of your shareholdings or entitlement to vote unless you appoint yourself as proxyholder.

 

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For shareholders that would like help with voting, please contact Kingsdale Advisors by email at contactus@kingsdaleadvisors.com or by telephone at 1-888-518-6559 (toll-free in North America) or at 1-416-867-2272 (collect call for shareholders outside North America).

Notice to Holders of Common Shares in the United States

If you are a non-registered shareholder located in the United States (“US”) and wish to vote at the meeting or, if permitted, appoint a third party as your proxyholder, then you must obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting information form sent to you, or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to Computershare. Requests for registration from non-registered shareholders located in the US that wish to vote at the meeting or, if permitted, appoint a third party as their proxyholder must be sent by email or by courier to: uslegalproxy@computershare.com (if by email), or Computershare, Attention: Proxy Dept., 8th Floor, 100 University Avenue, Toronto, ON M5J 2Y1, Canada (if by courier), and in both cases, must be labeled “Legal Proxy” and received no later than the voting deadline of 10:00 a.m. MT on May 16, 2023.

Our solicitation of proxies is not subject to the requirements of Section 14(a) of the United States Securities Exchange Act of 1934, as amended (the “US Exchange Act”), by virtue of an exemption applicable to proxy solicitations by “foreign private issuers” as defined in Rule 3b-4 under the US Exchange Act. Accordingly, this information circular has been prepared in accordance with the applicable disclosure requirements in Canada. Residents of the US should be aware that requirements are different than those of the US-applicable proxy statements under the US Exchange Act.

It may be difficult for you to enforce your rights and any claim you may have arising under US federal securities laws, since we are located outside the US and some or all of our officers and directors are residents of a country other than the US. You may not be able to sue or effect service of process upon a non-US entity or its officers or directors in a non-US court for violations of US securities laws. It may be difficult to compel a non-US entity and its affiliates to subject themselves to a US court’s judgment or to enforce a judgment obtained from a US court against the issuer.

This document does not address any income tax consequences of the disposition of Crescent Point shares by shareholders. Shareholders in a jurisdiction outside of Canada should be aware that the disposition of shares by them may have tax consequences both in those jurisdictions and in Canada, and are urged to consult their tax advisors with respect to their particular circumstances and the tax considerations applicable to them.

Financial statements included or incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, and are subject to auditing and auditor independence standards in Canada. Consequences for Crescent Point’s shareholders who are resident in, or citizens of, the US may not be described fully in this information circular.

Revocability of Proxy

A submitted proxy may be revoked at any time prior to it being exercised. If you have followed the process for attending the meeting in person and are a registered shareholder you may revoke the proxy and vote in person instead. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing executed by yourself (or your attorney authorized in writing) or, in the case of a shareholder that is a corporation, under the corporate seal or by a duly authorized officer or attorney. The revocation of proxy can be deposited either at Crescent Point’s head office (Suite 2000, 585 8 Avenue SW, Calgary, Alberta, Canada, T2P 1G1) at any time up to and including the last business day preceding the day of the meeting at which the proxy is to be used, or with the Chair of the meeting on the day of the meeting, at which point the submitted proxy is revoked.

Notice-and-Access

We have elected to use the Notice-and-Access Provisions under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (the “Notice-and-Access Provisions”) for the annual meeting in respect of mailings to beneficial shareholders of common shares, but not in respect of mailings to registered holders of our common shares (i.e., a shareholder whose name appears on our records). The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the

 

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volume of materials which are mailed to shareholders by allowing a reporting issuer to post online an information circular in respect of a meeting of its shareholders and related materials.

More specifically, we have elected to use procedures known as ‘stratification’ in relation to our use of the Notice-and-Access Provisions. As a result, registered shareholders will receive a paper copy of the Notice of Annual Meeting, this information circular and a form of proxy, whereas beneficial shareholders will receive a notice containing information prescribed by the Notice-and-Access Provisions and a voting instruction form. In addition, a paper copy of the Notice of Annual Meeting, this information circular and a voting direction will be mailed to those shareholders who do not hold their common shares in their own name but who have previously requested to receive paper copies of these materials. Furthermore, a paper copy of the financial information in respect of our most recently completed financial year was mailed to those registered and beneficial shareholders who previously requested to receive such information.

We will be delivering proxy-related materials to non-objecting beneficial shareholders directly with the assistance of Broadridge. We intend to pay for intermediaries to deliver proxy-related materials to objecting beneficial shareholders.

Common Shares and Principal Holders Thereof

Crescent Point is authorized to issue an unlimited number of common shares. As at March 14, 2023, 547,081,637 common shares were issued and outstanding. To the best of the knowledge of the Board, there is no person or corporation that beneficially owns, directly or indirectly, or exercises control or direction over common shares carrying more than 10% of the voting rights attached to the issued and outstanding common shares that may be voted at the meeting. None of Crescent Point’s issued share capital consists of non-voting shares.

As of March 14, 2023, our directors and officers owned, directly or indirectly, 2,544,101 common shares, or 0.47% of the outstanding common shares, having a market value of approximately $22.4 million, 1,754,286 DSUs, having a market value of $15.4 million and 1,505,160 RSUs, having a market value of approximately $13.2 million. In addition to their current ownership, officers are also aligned with common shareholders as a significant portion of their compensation is linked to share price performance. Directors and officers are subject to a share ownership requirement policy. All directors and officers meet or exceed their ownership requirements. For more information see the ‘Director Ownership Requirements’ and ‘Executive Ownership Requirements’ sections on page 25 and 72 of this information circular.

Quorum for the Meeting

We must have a quorum for the meeting to proceed. Quorum constitutes two people present, in person, at the meeting, who are entitled to vote at the meeting and represent at least 25% of the issued and outstanding Crescent Point common shares. The two people are entitled to vote in their own right, by proxy, or as a duly authorized representative of a shareholder. For the purpose of the quorum requirements, a person attending the meeting by electronic means, telephone or other communication facility that permits all participants to hear each other or otherwise communicate with each other during the meeting, shall be deemed to be present at the meeting.

Approval Requirements

All of the matters to be considered at the meeting, except for the election of directors, are ordinary resolutions requiring approval by more than 50% of the votes cast in respect of the resolution by or on behalf of shareholders present in person or represented by proxy at the meeting. The election of directors is conducted on a “for” and “withhold” basis and pursuant to our majority voting policy.

Report on Voting Results

Crescent Point will publicly disclose the results, including voting percentages, of all votes held at the meeting. In addition, the applicable voting results for the election of the directors of the company at our 2022 AGM are disclosed in the ‘Director Nominee Biographies’ section on page 15 of this information circular.

 

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MATTERS TO BE ACTED UPON AT THE MEETING

 

1.	Fixing Number of Directors

We propose that the number of directors of Crescent Point to be elected at the AGM to hold office until the next meeting of shareholders or until their successors are elected or appointed, subject to the Articles and By-Laws of Crescent Point, be set at nine. There are presently 10 directors, and each director, except for Mr. Goldthorpe, will stand for re-election to office at the meeting.

We recommend that you vote FOR fixing the number of directors to be elected at the meeting at nine.

Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote the common shares represented thereby FOR setting the number of directors to be elected at the meeting at nine.

 

2.	Election of Directors

The articles of Crescent Point presently provide for a minimum of one director and a maximum of 11 directors. There are currently 10 directors. Shareholders are entitled to elect members to the Board by vote at a meeting of shareholders.

The nine nominees proposed for election as directors of Crescent Point are as follows:

Barbara Munroe (Chair)

Craig Bryksa

James E. Craddock

John P. Dielwart

Mike Jackson

Jennifer F. Koury

François Langlois

Myron M. Stadnyk

Mindy Wight

Voting for the election of directors will be conducted on an individual, not a slate, basis.

We recommend that you vote FOR the election of each of the foregoing nominees as directors.

Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote the common shares represented thereby FOR the election of each of these nominees unless the shareholder specifies authority to do so is withheld.

 

3.	Appointment of Auditors

Shareholders will be asked to pass an ordinary resolution to re-appoint PricewaterhouseCoopers LLP as our auditors, to hold office until the next annual meeting of shareholders at a remuneration to be determined by the Board. PricewaterhouseCoopers LLP have acted as the auditors of Crescent Point and its predecessors since 2001.

We recommend that you vote FOR the appointment of PricewaterhouseCoopers LLP as the auditors of Crescent Point to hold office until the next annual meeting of shareholders at a remuneration to be determined by the Board.

Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote FOR the appointment of PricewaterhouseCoopers LLP as auditors of Crescent Point.

 

4.	Advisory Vote on Executive Compensation

Our Board believes that shareholders should have the opportunity to fully understand the philosophy and objectives that guide the executive compensation decisions made by the HRCC and the Board. Executive compensation is a key component of our corporate governance and it is our intention that this shareholder advisory vote will continue to form an integral part of the Board’s shareholder engagement process around executive compensation.

 

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We received strong support for our ‘say on pay’ vote in the 2022 AGM, with approximately 96% of votes in favour of our 2021 approach to executive compensation. Nevertheless, we have continued to implement compensation plan improvements in 2022. We remain committed to actively soliciting shareholder feedback on our approach to compensation and ensuring our executive compensation design links pay outcomes to the execution of our business strategy and creation of shareholder value.

In 2022, we made the following changes to our compensation design:

 

✓

Discontinued granting Stock Options in favour of RSUs and PSUs to better align compensation with organizational performance and sustained shareholder value creation.

 

✓

Updated CEO LTI pay mix, increasing the PSU portion of his LTI from 50% to 60% in order to further increase pay for performance.

 

✓

Updated minimum share ownership policy to increase CEO ownership requirement from three-times annual salary to five-times annual salary.

 

✓

Amended valuation under the minimum share ownership policy for officers and directors to remove the option of pricing LTI awards based on the grant date value. Such valuation is now based solely on the current market value of common shares.

For more information, see the ‘Executive Compensation Discussion and Analysis’ section on page 45 of this information circular.

As this is an advisory vote, the results will not be binding on the Board. Although the Board, and specifically the HRCC, will not be obligated to take any compensation actions or make any adjustments to executive compensation plans as a result of the vote, we place a great deal of importance on our shareholders’ views and we commit to take further action as deemed appropriate. We will disclose the results of the shareholder advisory vote as a part of our report on voting results for the meeting.

Form of Resolution Adopting Advisory Vote on Executive Compensation

At the meeting, shareholders will be asked to adopt the following by ordinary resolution:

“BE IT RESOLVED THAT, on an advisory basis and not to diminish the role and responsibilities of the company’s Board, the shareholders accept the company’s approach to executive compensation disclosed in the information circular of the company dated April 6, 2023.”

We recommend that you vote FOR the advisory vote on executive compensation.

Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote the common shares represented thereby FOR the resolution as set out above.

 

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 BOARD AND GOVERNANCE HIGHLIGHTS

 

 

Board Composition and Policies		Page
✓  Independent directors (eight or 89% – all except the CEO)		12
✓  Board is 100% refreshed since 2016		13
✓  Every meeting has an in-camera session with independent directors		14
✓  Share ownership requirements for directors		25
✓  Director orientation and continuing education		20
✓  Formal Board evaluation process		21
✓  Majority Voting Policy		14
Shareholder Rights
✓  Annual election of directors		8
✓  Directors elected individually (not by slate)		8
Governance
✓  Separate Board Chair and CEO		12
✓  Fully independent Audit, Corporate Governance & Nominating, Human Resources and Compensation, and Reserves Committees		29
✓  Board succession planning		31
✓  CEO evaluation and management succession planning		33
✓  Commitment to diversity		35
✓  Code of Business Conduct and Ethics		36
✓  Anti-Corruption and Prevention of Bribery Policy		36
✓  Anti-Hedging Policy		36
✓  Whistleblowing Policy		38
Compensation
✓  Annual advisory vote on executive compensation		8
✓  Director participation restrictions		22
✓  Solicit feedback from third-party consultants and shareholders		53
✓  Executive incentive compensation Clawback Policy		49
Environmental, Social and Governance Matters
✓  Safety Culture – Our commitment to safe operations		40
✓  Stakeholder Engagement – Outreach to stakeholders		42
✓  Community Engagement – Positively impacting our communities		42
✓  Employee Engagement – Annual survey to solicit feedback and effect positive change		43
✓  Environmental Stewardship – Responsibly enhancing environmental performance		40
✓  Indigenous Relations Guiding Principles		43
✓  Human Rights Policy		37

In addition to complying with the corporate governance guidelines applicable to all public companies in Canada set forth in National Policy 58-201 – Corporate Governance Guidelines and National Instrument 58-101 – Disclosure of Corporate Governance Practices, we are required to comply with the provisions of the Sarbanes-Oxley Act of 2002 and the rules adopted by the US Securities and Exchange Commission (the “SEC”) pursuant to that Act, as well as the governance rules of the New York Stock Exchange (“NYSE”), in each case, as applicable to foreign private issuers like Crescent Point, and as modified by the Multijurisdictional Disclosure System for eligible Canadian companies. Crescent Point may choose to opt out of certain NYSE corporate governance practices and follow home practice rules instead, but we are required to disclose the significant differences between our corporate governance practices and the requirements applicable to US issuers. These significant differences are disclosed on our website www.crescentpointenergy.com. Except as disclosed on our website, we are in compliance with the NYSE corporate governance standards in all significant respects.

 

Crescent Point Energy Corp.  |  2023  |  Information Circular – Proxy Statement  |  10

 DIRECTOR NOMINEES AND COMPENSATION

 

Detailed information on our director nominees, compensation and other important information can be found on the following pages:

 

Topic		Page Number
Director Nominee Biographies			15
Director Orientation and Education			20
Director Compensation Plan Description			22
Director Compensation Tables			24

Director Nominations

The CG&N Committee is responsible for recommending candidates for nomination to the Board and for assessing each director’s competencies and skills. The process includes identifying the current and future skills and experience required to optimize Board effectiveness. Outside executive recruiting firms are engaged to assist with the identification, assessment and recruitment of candidates. Candidates are assessed against criteria approved by the Board and the qualities and skills of the current Board, with the strongest candidates approached to determine their level of interest. The most qualified people are recommended to the Board for consideration. Potential candidates are interviewed by all members of the CG&N Committee, and recommended nominees are also interviewed by all other members of the Board. In addition, consistent with our Diversity Policy, candidates with a diverse background are considered when identifying new candidates. This identification process includes consideration of the following factors applicable to each candidate: skills; knowledge; regional and industry experience; education; gender; age; independence; ethnicity; and other differentiating factors relevant to Board effectiveness. The most appropriate candidates are presented to our shareholders as director nominees at our AGM. See the ‘Board and Committee Structure’ section on page 28 of this information circular for more information.

The CG&N Committee has determined that the director nominees, consisting of nine nominees, ensure the Board is both effective and possesses the appropriate expertise to effectively oversee the management of the business.

From time to time, shareholders may identify qualified director candidates and may nominate a candidate by submitting the person’s name, background, qualifications and experience to our Corporate Secretary. Crescent Point’s by-laws require that a shareholder give us advance notice of, and details about, any proposal to nominate directors for election to the Board when nominations are not made by requesting a meeting or by making a shareholder proposal through the procedures set out in the Alberta Business Corporations Act. If the nomination is to be presented at an AGM, the notice must be given within 30 to 65 days in advance of the meeting. If the AGM is to be held within 50 days after we announce the meeting date, the notice must be given within 10 days of the announcement. If the nomination is to be presented at a special meeting of shareholders (which is not also an annual meeting) in which one of the items of business is the election of directors, then the notice must be given within 15 days of the meeting announcement. All nominations received will be forwarded to the CG&N Committee Chair, who will present them to the CG&N Committee for consideration.

In addition to director candidates, the CG&N Committee also ensures we have a diverse pool of strong candidates for senior management positions, and that we develop our people and attract and retain key talent for our long-term success. The CEO regularly discusses organizational structure optimization options with management to gain learning and efficiency opportunities as well as fill successor gaps. At least annually, the CEO and the Board discuss potential candidates for, at minimum, the CEO, the CFO and the Chief Operating Officer (“COO”) positions.

 

 

Crescent Point Energy Corp.  |  2023  |  Information Circular – Proxy Statement  |  11

Director Nominee Qualifications and Skills

The CG&N Committee ensures that the Board includes members with relevant experience and expertise to ensure the Board is able to effectively fulfill its mandate. As part of our ongoing Board renewal process, the Committee prepares the following matrix to assist in identifying the skills of existing Board members and the qualifications the Board may seek in potential candidates to ensure the Board is effective and maintains diversity of thought. Collectively, our directors have the requisite skills and experience to ensure the Board is effective.

Our director nominees bring vast experience in areas critical to our success. The below matrix outlines the name, age, residence, meeting attendance, committee membership and individual voting results of the 2022 AGM for each of the nine individuals nominated for election as our directors. The matrix further summarizes the expertise that each director nominee brings to our Board. For further details regarding their principal occupation, experience, qualifications and other public board memberships, please refer to the ‘Director Nominee Biographies’ section on page 15 of this information circular.

 

Munroe(1) (Chair)

Bryksa

Craddock

Dielwart

Jackson

Koury

Langlois

Stadnyk

Wight(2)

Independence

Independent

Y

N

Y

Y

Y

Y

Y

Y

Y

Demographics

Director since

2016

2018

2019

2019

2016

2019

2018

2020

2022

Age

59

46

64

70

61

63

63

60

41

Self-identified equity group(3)

W

W

W, I

Location(4)

AB

AB

US

AB

AB

AB

AB

AB

BC

Board Membership

Committees(5)

Board Chair

ES&S

CG, HR & RE

ES&S & RE

AU & CG

CG & HR

AU ES&S & RE

ES&S, HR & RE

AU & HR

Attendance %

100%

100%

100%

100%

100%

100%

100%

100%

100%

Ownership guideline met

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

On track

Voting results

98.2%

98.9%

95.3%

85.3%

98.2%

97.8%

98.5%

98.9%

98.5%

Other public boards

1

—

2(6)

1

—

1

—

2

—

Skills

Energy Industry Knowledge

Deep understanding of the energy industry, including exploration, production and marketing aspects of the business.

✓

✓

✓

✓

✓

✓

✓

✓

✓

Environmental, Health and Safety

Energy industry experience related to workplace health and safety, stakeholder communications, social responsibility and the environment.

✓

✓

✓

✓

✓

✓

✓

Climate

Experience in considering climate change matters, including risk assessment, reporting frameworks, adaptation, policy and GHG reduction implementation.

✓

✓

✓

✓

Finance / Accounting

Experience in financial reporting, accounting and corporate finance at the management or executive level; ability to critically assess, analyze and interpret financial statements and projections and use them to guide strategic business decisions.

✓

✓

✓

✓

✓

✓

✓

Governance

Deep understanding of corporate governance gained through experience as a senior executive officer or board member of a public or private organization.

✓

✓

✓

✓

✓

✓

✓

✓

✓

Human Resources / Compensation

Experience related to human resources, compensation, talent management, diversity, equity and inclusion and succession planning at the management or executive level.

✓

✓

✓

✓

✓

✓

✓

✓

✓

 

Crescent Point Energy Corp.  |  2023  |  Information Circular – Proxy Statement  |  12

Munroe(1) (Chair)

Bryksa

Craddock

Dielwart

Jackson

Koury

Langlois

Stadnyk

Wight(2)

Risk Management

Deep understanding of the various risks faced by organizations, including legal and regulatory, and experience identifying, evaluating and mitigating those risks at the management or executive level.

✓

✓

✓

✓

✓

✓

✓

✓

Senior Leadership

Experience leading an organization, major business segment or functional area of the business.

✓

✓

✓

✓

✓

✓

✓

✓

✓

Strategic Management

Experience related to planning and executing on strategy at the management or executive level.

✓

✓

✓

✓

✓

✓

✓

✓

✓

Notes:

(1)	Ms. Munroe serves on each committee in an ex officio capacity, effective January 1, 2020.

(2)	Ms. Wight was elected a director at Crescent Point’s 2022 annual general meeting on May 19, 2022. As per Crescent Point’s minimum share ownership policy, Ms. Wight has five years from her election date to meet her share ownership requirement.

(3)

Directors have the opportunity to voluntarily self-identify under four designated equity groups: women, Indigenous Peoples, persons with disabilities and members of visible minority. W refers to women equity group; I refers to Indigenous Peoples equity group. No directors identified as belonging to persons with disabilities equity group or visible minority equity group. Any self-identification is strictly voluntary.

(4)	Captures where the director nominee resides. AB refers to Alberta; BC refers to British Columbia; and US refers to the United States.

(5)	Captures Crescent Point committee memberships as at March 14, 2023. AU refers to the Audit Committee; CG refers to the CG&N Committee; HR refers to the HRCC; and RE refers to the Reserves Committee.

(6)

Although Mr. Craddock has not yet been elected as director, Callon Petroleum Company (“Callon”) has nominated Mr. Craddock to stand for election at Callon’s annual meeting of shareholders scheduled for April 26, 2023. Please refer the ‘Director Biographies” section of this information circular for details on Mr. Craddock’s other public boards.

Independence and Alignment with Shareholders

All directors, except for Mr. Bryksa, President and CEO, are independent as determined in accordance with applicable Canadian securities laws and NYSE requirements. To assist, the Board uses a detailed annual questionnaire in determine director independence.

In addition, each director standing for re-election meets such director’s share ownership requirement under the company’s minimum share ownership policy. Directors have five years from their initial election or appointment date to comply with our minimum share ownership requirements. Where an individual is appointed to Chair of the Board, they will be afforded an additional three years from the effective date of the appointment to reach the new minimum share ownership requirements applicable to the Chair. Where the requirements are amended by the Board, the impacted individuals will be afforded an additional two years from the effective date of the amendment to reach the new minimum share ownership requirements.

The company’s Code of Business Conduct and Ethics contains robust conflict of interest provisions, including the obligation of directors and officers to report conflicts and potential conflicts of interest to the Board and the CFO. The company’s Corporate Sourcing and Procurement Policy and Procedure also includes detailed policies and procedures to address conflicts or potential conflicts of interest between the company, its suppliers and potential suppliers.

Director Tenure and Board Renewal

The Board recognizes the importance of providing strong oversight and direction to guide the company’s business strategy and overall performance. The Board’s commitment to best practices regarding director tenure and Board renewal are key components to such oversight and direction.

As such, the Board has adopted a retirement policy under which a director must tender resignation after serving a maximum of 10 years from the date the director was first elected or appointed to the Board. The Board reserves the right to, having regard to specific skill and expertise of the director, the needs of the Board, and the best interests of the company, waive the term limit, subject to a maximum term of 15 years. Crescent Point believes that this policy maintains continuity of leadership while simultaneously ensuring Board renewal.

To encourage fresh perspectives in oversight, the Board has completed a 100% renewal of Board members since 2016, most recently with the election of Ms. Wight to the Board in 2022. To ensure the Board has an appropriate mix of directors, the Board targets a balance between directors with a history and knowledge of the company and those with new ideas and different experiences that are appropriate for Crescent Point’s size and complexity.

 

Crescent Point Energy Corp.  |  2023  |  Information Circular – Proxy Statement  |  13

Throughout the renewal process, the Board has focused on:

 

•

replacing and adding new director skill sets including: CEO experience, Canadian and US capital markets experience, legal and corporate governance expertise, knowledge of mergers and acquisitions, strategic planning, and financial, human resources and operational expertise;

 

•

increasing diversity on our Board including: lowering average tenure, increasing international experience, broader industry experience, and increasing gender diversity and diversity beyond gender; and

 

•

ensuring our Board has significant energy industry knowledge and experience.

See the ‘Commitment to Diversity’ section on page 35 of this information circular for more information how the Board considers diversity through the renewal process.

Attendance and Sessions without Management

Crescent Point’s director nominees attended 100% of Board and committee meetings in 2022. Each Board, Audit Committee, CG&N Committee, ES&S Committee, HRCC and Reserves Committee meeting is either held entirely without members of management present or includes an in-camera session without management present. A majority of the number of directors appointed constitutes a quorum at any meeting of directors. Notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors and no business may be transacted by the Board at a meeting of its members unless a quorum is present.

Individual Voting and Majority Voting Policy

Director nominees are voted for on an individual, not a slate, basis. In addition, the Board has adopted a “majority voting” policy that meets the requirements of the TSX and requires any director nominee who receives a greater number of votes “withheld” than votes “for” such director to submit the nominee’s resignation for consideration promptly after the AGM. The Board will review the results of the vote and determine whether to accept the resignation within 90 days. Absent exceptional circumstances, the Board will accept the resignation, which resignation will be effective upon acceptance. A press release, provided to the TSX in advance, will be promptly issued disclosing the Board’s decision, including, if applicable, the reason for not accepting the resignation. The policy does not apply in circumstances involving contested director elections. A director who tenders a resignation pursuant to this policy will not participate in any Board or committee meetings at which the resignation is considered.

 

Crescent Point Energy Corp.  |  2023  |  Information Circular – Proxy Statement  |  14

Director Nominee Biographies

 

BARBARA MUNROE

CHAIR/INDEPENDENT DIRECTOR

Ms. Barbara Munroe was admitted to the Law Society of Alberta in 1991 and brings over 30 years of legal experience and industry diversification to the Board. Prior to retiring in March 2019, Ms. Munroe served as Executive Vice President, Corporate Services and General Counsel for WestJet Airlines, a position she held since November 2016. Ms. Munroe joined WestJet in November 2011 as Vice President & General Counsel and was promoted to Senior Vice President, Corporate Services & General Counsel in June 2015. She was the Assistant General Counsel, Upstream at Imperial Oil Ltd. from 2008 to 2011, and the Senior Vice President, Legal/IP & General Counsel, Corporate Secretary for SMART Technologies Inc. from 2000 to 2008. Prior to that, Ms. Munroe practiced at a national law firm.   Ms. Munroe holds the ICD.D designation and is a member of the Institute of Corporate Directors (“ICD”). She holds a Bachelor of Commerce, Finance degree and a Bachelor of Law degree both from the University of Calgary.   Ms. Munroe additionally serves as a director of ENMAX Corporation and Willow Biosciences Inc., as well as a trustee of the Alberta Cancer Foundation.   Ms. Munroe serves on each committee in an ex officio capacity, effective January 1, 2020.

Calgary, AB, Canada

Board & Committee Membership

Position

2022 Attendance

Age: 59

Board of Directors

Chair

15 of 15

100%

Director Since: 2016

2022 Voting Results

Securities Held at December 31, 2022(1)

Units

Value

Common Shares

54,959

$

526,507

RSUs

75,144

$

719,880

DSUs

240,898

$

2,307,803

Total

$

3,554,190

Share Ownership Requirement(1)(2)

Multiple of retainer owned

10.8x

Meets ownership requirement

Yes

Other Public Boards

Willow Biosciences Inc.: Governance and Compensation Committee (Chair)

CRAIG BRYKSA

NON-INDEPENDENT DIRECTOR

Mr. Craig Bryksa is responsible for Crescent Point’s overall leadership, vision and purpose, and in conjunction with our Board, develops the company’s strategic initiatives and business plan. Mr. Bryksa’s responsibilities include overall accountability for operating our business while managing risk and creating long-term sustainable value for our shareholders.   Mr. Bryksa was promoted to interim President and Chief Executive Officer on May 29, 2018, and his role was made permanent on September 5, 2018. Prior to his promotion, he was Vice President, Engineering West. Mr. Bryksa has held a number of senior management roles with Crescent Point since joining the company in 2006 as an Exploitation Engineer. Through these roles, Mr. Bryksa had directly overseen the development and operations of each of Crescent Point’s core assets.   Mr. Bryksa has significant experience as a professional engineer in the oil and gas industry, working for companies such as Enerplus Resources Fund and McDaniel & Associates Consultants. Mr. Bryksa is a member of the Association of Professional Engineers and Geoscientists of Alberta and Association of Professional Engineers and Geoscientists of Saskatchewan. He holds a Bachelor of Applied Science degree in petroleum engineering from the University of Regina. Mr. Bryksa is the current Chair of the Board of Governors at the Canadian Association of Petroleum Producers (“CAPP”).

Calgary, AB, Canada

Board & Committee Membership

Position

2022 Attendance

Age: 46

Board of Directors

Member

15 of 15

100%

Director Since: 2018

ES&S

Member

5 of 5

100%

2022 Voting Results

Securities Held at December 31, 2022(1)

Units

Value

Common Shares

713,581

$

6,836,106

RSUs

415,400

$

3,979,532

DSUs

—

$

—

Total

$

10,815,638

Share Ownership Requirement(1)(3)

Multiple of salary owned

18.8x

Meets ownership requirement

Yes

Other Public Boards

None

 

Crescent Point Energy Corp.  |  2023  |  Information Circular – Proxy Statement  |  15

JAMES E. CRADDOCK

INDEPENDENT DIRECTOR

Mr. James E. Craddock is a seasoned upstream executive who possesses broad-based technical knowledge with over 30 years of experience. He served on Noble Energy Inc.’s board of directors since its merger with Rosetta Resources Inc. from 2015 until 2020 and served as the Chair, Chief Executive Officer and President of Rosetta from 2013 to 2015. Previously, he was the Executive Director and Chief Operating Officer for BPI Industries Inc. and held several positions of increasing responsibility over a 20-year career at Burlington Resources Inc.   Mr. Craddock holds a Bachelor of Science in Mechanical Engineering from Texas A&M University. Mr. Craddock serves on the Board of Amplify Energy Corp. and previously served on the boards of Templar Energy and the Texas Railroad Commission’s Eagle Ford Shale Task Force.

Whitney, TX, USA

Board & Committee Membership

Position

2022 Attendance

Age: 64

Board of Directors

Member

15 of 15

100%

Director Since: 2019

CG&N

Chair

5 of 5

100%

HRCC

Member

5 of 5

100%

Reserves

Member

2 of 2

100%

2022 Voting Results

Securities Held at December 31, 2022(1)

Units

Value

Common Shares

—

$

—

RSUs

—

$

—

DSUs

179,301

$

1,717,704

Total

$

1,717,704

Share Ownership Requirement(1)(2)

Multiple of retainer owned

8.9x

Meets ownership requirement

Yes

Other Public Boards

Amplify Energy Corp.: Nominating and Governance Committee Callon Petroleum Company(4)

JOHN P. DIELWART

INDEPENDENT DIRECTOR

Mr. John P. Dielwart brings a wealth of experience and knowledge to Crescent Point’s Board, developed through his varied 40-year career in the oil and gas sector. Most notably, Mr. Dielwart is a founding member of ARC Resources Ltd., holding the position of Chief Executive Officer from 2001 to 2013. He is also partner in ARC Financial Corp., sitting on its Investment Commitee. Prior to joining ARC Resources Ltd. in 1996, Mr. Dielwart spent 12 years with a major Calgary-based oil and natural gas engineering consulting firm, as Senior Vice-President and a director, where he gained extensive technical knowledge of oil and natural gas properties in Western Canada.   Mr. Dielwart has a Bachelor of Science degree in Civil Engineering with Distinction from the University of Calgary. He is a professional engineer, holds the ICD.D designation granted by the ICD and has served two, three-year terms as a Governor of CAPP, including 18 months as Chair. Mr. Dielwart is also Chair of the Board of TransAlta Corporation.

Calgary, AB, Canada

Board & Committee Membership

Position

2022 Attendance

Age: 70

Board of Directors

Member

15 of 15

100%

Director Since: 2019

ES&S

Chair

5 of 5

100%

Reserves

Member

2 of 2

100%

2022 Voting Results

Securities Held at December 31, 2022(1)

Units

Value

Common Shares

175,000

$

1,676,500

RSUs

—

$

—

DSUs

253,097

$

2,424,669

Total

$

4,101,169

Share Ownership Requirement(1)(2)

Multiple of retainer owned

21.2x

Meets ownership requirement

Yes

Other Public Boards

TransAlta Corporation: Board Chair

 

Crescent Point Energy Corp.  |  2023  |  Information Circular – Proxy Statement  |  16

MIKE JACKSON

INDEPENDENT DIRECTOR

Mr. Mike Jackson worked in the banking industry from 1984 to 2016 and brings more than 30 years of financial experience in corporate and investment banking. Most recently, he was Managing Director - Investment Banking, Scotiabank Global Banking and Markets, with a focus on the oil and gas industry from 2008 until his retirement in 2016. Previously, Mr. Jackson held several senior management roles at Scotiabank, including Managing Director, Oil & Gas Industry Head & Calgary Office Head from 1999 to 2007 and Vice President & Office Head, Corporate Banking Calgary from 1997 to 1999.   Mr. Jackson holds a Bachelor of Science degree and a Master of Business Administration, both from Dalhousie University. Additionally, Mr. Jackson completed the Executive Management Program at Queen’s University and holds the ICD.D designation granted by the ICD.

Calgary, AB, Canada

Board & Committee Membership

Position

2022 Attendance

Age: 61

Board of Directors

Member

15 of 15

100%

Director Since: 2016

Audit

Chair

4 of 4

100%

CG&N

Member

5 of 5

100%

2022 Voting Results

Securities Held at December 31, 2022(1)

Units

Value

Common Shares

77,498

$

742,431

RSUs

16,482

$

157,898

DSUs

209,234

$

2,004,462

Total

$

2,904,791

Share Ownership Requirement(1)(2)

Multiple of retainer owned

15.1x

Meets ownership requirement

Yes

Other Public Boards

None

JENNIFER F. KOURY

INDEPENDENT DIRECTOR

Ms. Jennifer F. Koury has over 35 years of professional experience, holding various senior executive positions with BHP Billiton from 2011 to 2017. Part of her responsibilities included the development of BHP Billiton’s total rewards program for executives and employees of the Petroleum World-Wide Business. Previously, she was Vice President of Corporate Services for Enerplus Corp. from 2006 to 2011 and also held senior management positions with Imperial Oil/ Exxon Mobil.   Ms. Koury holds a Bachelor of Commerce degree from the University of Alberta and the ICD.D designation granted by the ICD. She serves as the Vice-Chair of the board for the Calgary Zoo, director for Bird Construction Inc. and director for Board Ready Women.

Calgary, AB, Canada

Board & Committee Membership

Position

2022 Attendance

Age: 63

Board of Directors

Member

15 of 15

100%

Director Since: 2019

CG&N

Member

5 of 5

100%

HRCC

Chair

5 of 5

100%

2022 Voting Results

Securities Held at December 31, 2022(1)

Units

Value

Common Shares

10,000

$

95,800

RSUs

—

$

—

DSUs

206,994

$

1,983,003

Total

$

2,078,803

Share Ownership Requirement(1)(2)

Multiple of retainer owned

10.8x

Meets ownership requirement

Yes

Other Public Boards

Bird Construction Inc.: Human Resources and Governance Committee; Health, Safety and Environment Committee

 

Crescent Point Energy Corp.  |  2023  |  Information Circular – Proxy Statement  |  17

FRANÇOIS LANGLOIS

INDEPENDENT DIRECTOR

Mr. François Langlois is an oil and gas executive who brings more than 35 years of domestic and international experience to the Crescent Point Board. Most recently, Mr. Langlois was the Senior Vice President, Exploration & Production with Suncor Energy Inc., where he was responsible for the financial and operating performance of the group from 2011 until his retirement in 2016. Previously, he was Vice President, Unconventional Gas from 2009 to 2010 and held various roles with Petro-Canada from 1982 to 2009, including Vice President, Western Canada Production & North American Exploration.   Mr. Langlois holds a Bachelor of Geological Engineering from Laval University (Quebec City) and the ICD.D designation granted by the ICD.

Calgary, AB, Canada

Board & Committee Membership

Position

2022 Attendance

Age: 63

Board of Directors

Member

15 of 15

100%

Director Since: 2018

Audit

Member

4 of 4

100%

ES&S

Member

5 of 5

100%

Reserves

Chair

2 of 2

100%

2022 Voting Results

Securities Held at December 31, 2022(1)

Units

Value

Common Shares

1,539

$

14,744

RSUs

—

$

—

DSUs

283,562

$

2,716,524

Total

$

2,731,268

Share Ownership Requirement(1)(2)

Multiple of retainer owned

14.2x

Meets ownership requirement

Yes

Other Public Boards

None

MYRON M. STADNYK

INDEPENDENT DIRECTOR

Mr. Myron M. Stadnyk has over 35 years of oil and gas experience and is the former President and CEO of ARC Resources Ltd., retiring in 2020. Mr. Stadnyk was the first operations employee at ARC after the company’s initial public offering to progress to COO (2005), President (2009) and CEO (2013). Previously, Mr. Stadnyk worked with a major oil and gas company in both domestic and international operations.   Mr. Stadnyk holds a Bachelor of Science in Mechanical Engineering from the University of Saskatchewan, is a graduate of the Harvard Business School Advanced Management Program and holds an ICD.D designation granted by the ICD. He is a member of the Association of Professional Engineers and Geoscientists of Alberta and served as a Governor for CAPP for over 10 years. Mr. Stadnyk serves on the board for PrairieSky Royalty Ltd. and Vermilion Energy Inc., and serves on the Board of Trustees for the University of Saskatchewan Engineering Advancement Trust.

Calgary, AB, Canada

Board & Committee Membership

Position

2022 Attendance

Age: 60

Board of Directors

Member

15 of 15

100%

Director Since: 2020

ES&S

Member

5 of 5

100%

HRCC

Member

5 of 5

100%

Reserves

Member

2 of 2

100%

2022 Voting Results

Securities Held at December 31, 2022(1)

Units

Value

Common Shares

62,000

$

593,960

RSUs

—

$

—

DSUs

116,878

$

1,119,691

Total

$

1,713,651

Share Ownership Requirement(1)(2)

Multiple of retainer owned

8.9x

Meets ownership requirement

Yes

Other Public Boards

PrairieSky Royalty Ltd.: Governance and Compensation Committee (Chair); Reserves Committee Vermilion Energy Inc.: Health, Safety and Environment Committee; Reserves Committee

 

Crescent Point Energy Corp.  |  2023  |  Information Circular – Proxy Statement  |  18

MINDY WIGHT

INDEPENDENT DIRECTOR

Ms. Mindy Wight brings over 15 years of tax and financial expertise in her current role of Chief Executive Officer for Nch’kaý Development Corporation. Previously, she held the role of Chief Financial Officer, as well as treasurer of the Board of Directors.   Prior to joining Nch’kaý Development Corporation in November 2021, Ms. Wight held progressive tax roles at MNP LLP from 2016 to 2021 and most recently was a Partner and National Leader of Indigenous Tax Services for the firm. Ms. Wight has also worked for two of the Big Four accounting firms, the Chartered Accounting School of Business and the Canada Revenue Agency since graduating from the University of Northern British Columbia with a Bachelor of Commerce degree, Accounting in 2007. Ms. Wight also possesses Chartered Professional Accountant, Chartered Accountant, and Certified Aboriginal Financial Manager designations.   Ms. Wight has previously held board positions as the Chair of the Board of Directors and Chair of the Finance and Audit Committee for the Nch’kaý Development Corporation and was an advisory committee member of the Budget and Financial Committee to the Squamish Nation.

Prince George, BC,

Board & Committee Membership(5)

Position

2022 Attendance

Canada

Board of Directors

Member

11 of 11

100%

Age: 41

Audit

Member

2 of 2

100%

Director Since: 2022

HRCC

Member

3 of 3

100%

2022 Voting Results

Securities Held at December 31, 2022(1)

Units

Value

Common Shares

—

$

—

RSUs

—

$

—

DSUs

20,516

$

196,543

Total

$

196,543

Share Ownership Requirement(1)(2)(6)

Multiple of retainer owned

1.0x

Meets ownership requirement

On track

Other Public Boards

None

Notes:

(1)	Includes holdings by associates and affiliates of directors.

(2)

Non-employee directors are required to own, within five years of the initial election, appointment to the Board Chair or appointment to the Board, at least three times their annual retainer in common shares, RSUs and DSUs. Common share, RSU and DSU value is calculated by taking outstanding units multiplied by the market value. Ownership is reflected at December 31, 2022 and is based on a market value of $9.58, the one-day VWAP on December 30, 2022, the last trading day of 2022. For further details please refer to ‘Director Ownership Requirements’ on page 25 of this information circular.

(3)	Mr. Bryksa does not have a share ownership requirement related to his role as a director. His ownership requirement relates to his position as President and CEO, please refer to the ‘Executive Ownership Requirements’’ on page 72 of this information circular for additional details.

(4)	Although Mr. Craddock has not yet been elected as director, Callon Petroleum Company (“Callon”) has nominated Mr. Craddock to stand for election at Callon’s annual meeting of shareholders scheduled for April 26, 2023.

(5)	Ms. Wight was elected to the Board at Crescent Point’s 2022 annual general meeting on May 19, 2022. Ms. Wight was appointed as a member of the Audit Committee and HRCC upon her election to the Board.

(6)	As per Crescent Point’s minimum share ownership policy, Ms. Wight has five years from her election date to meet her share ownership requirement.

 

Crescent Point Energy Corp.  |  2023  |  Information Circular – Proxy Statement  |  19

Director Orientation and Education

Orientation

The company provides orientation and training to new directors. We tailor our orientation program to each director’s individual needs and areas of expertise, ensuring they also receive detailed information on Crescent Point’s strategy, operations and governance practices. A typical orientation includes the provision of a comprehensive handbook of responsibilities and corporate information, as well as one-on-one meetings with key executives to fully inform new directors about our current business operations, financial model, compensation and culture. We also provide governance documents and information on the duties and obligations of directors, the role of the Board and its committees and the contributions expected of each director as part of our orientation process. All directors are provided with regular learning opportunities through quarterly management presentations, field tours, mentoring (on request), internal courses provided by technical experts and access to weekly executive meetings to gain insight into daily operations. All directors are also provided with membership to the ICD.

Continuing Education

Each director is responsible for keeping informed on both the company and developments in the industry. Executives and/or other members of Crescent Point’s leadership team assist the directors in their efforts by providing regular updates on technical advancements, new resource plays, regulatory changes, governance developments, ESG trends and economic developments facing our business. Our CEO, other executives and other members of the management team also regularly communicate with members of the Board on developments in the business, progress toward achieving established goals, and other relevant topics. In addition, external parties are utilized to provide market intelligence and other expert advice. These presentations, meetings and discussions serve to increase the Board’s knowledge of the industry, the company and our business, and assist the Board in the execution of its duties.

When new directors join the Board, they are provided with materials and an introductory orientation that describes the Board’s role, its committees and directors, as well as the business and operations of the company in detail. Crescent Point also promotes continuing education of our directors through our corporate membership in the ICD, an organization that fosters excellence in directors to strengthen the governance and performance of Canadian businesses.

Below is a table outlining the continuing education activities our nominee directors engaged in during 2022.

Month		Topic		Prepared/Hosted By		Attendance(1)
January		National Bank Financial Energy Conference Panel: Conventional Oil: The Portfolio Approach		National Bank Financial		Bryksa
		Reserves Overview		McDaniel & Associates		Entire Board
		CIBC Western Institutional Investor Conference		CIBC		Bryksa
		Shareholder Activism on the Rise: What Boards Need to Know		Kingsdale/Deloitte/Board Ready Women		Munroe
February		What’s New in Twenty-two in the Global Energy Sector		Tudor, Pickering, Holt & Co.		Jackson, Koury & Langlois
March		What all Directors Need to Prepare for the Transition to Net Zero		ICD		Koury
		Board Resolutions Series: The Energy Equation		Tudor, Pickering, Holt & Co.		Koury
		Singular Research Marketing Presentation		Singular Research Marketing		Bryksa
April		Scotia CAPP Energy Conference		Scotiabank		Bryksa & Jackson
		Women in Leadership: Act Like a Leader, Think Like a Leader		Blake, Cassels & Graydon LLP		Munroe
		The Energy Equation		Tudor, Pickering, Holt & Co.		Langlois
May		ICD National Directors Conference		ICD		Koury
		ESG Strategy		Crescent Point Energy		Entire Board
		Market Update		Tudor, Pickering, Holt & Co.		Entire Board
		ICD Enterprise Risk Oversight for Directors		ICD		Jackson

 

Crescent Point Energy Corp.  |  2023  |  Information Circular – Proxy Statement  |  20

 

 

Month		Topic		Prepared/Hosted By		Attendance(1)
June		Equipped for Uncertainty: Executive Pay Programs and Governance to Offset a Riskier Future		Willis Towers Watson		Koury
		Audit Committee Certificate		CPA Canada		Wight
September		Trends in Governance and CEO Succession		Korn Ferry		Munroe
		Market Update		TD Securities		Entire Board
		Energy Transition		Dr. Steven Koonin		Entire Board
		Energy Conference		Peters & Co.		Bryksa
		ICD.D Designation		ICD		Stadnyk
November		Ethics at our Core		CPA BC		Wight
		Canadian Tax Foundation Annual Conference		Canadian Tax Foundation		Wight
December		Corporate Oversight in the Energy Transition		ICD		Koury
		International and Canadian Sustainability Reporting Developments		CPA Canada		Wight

Note:

(1)	“Entire Board” refers to all individuals that held Board positions at the time of the event.

Board and Individual Director Assessments

The CG&N Committee undertakes a formal evaluation process of the Board, individual directors and committees, including peer reviews, on an annual basis to identify areas where effectiveness may be enhanced. The evaluation process is handled by either the Chair of the CG&N Committee, the Chair of the Board, or an independent facilitator or consultant, and incorporates feedback from individual directors and certain members of management.

In 2022, Board members met one-on-one with the Chair of the CG&N Committee and the Chair of the Board to discuss personal performance and overall Board effectiveness. This formal process involved a combination of written questionnaires and in-person conversations.

 

 

Crescent Point Energy Corp.  |  2023  |  Information Circular – Proxy Statement  |  21

Director Compensation Plan Description

Compensation Philosophy

The Board is responsible for developing the company’s director compensation philosophy and has delegated the review and administration of the directors’ compensation program to the CG&N Committee. Our director compensation plan is designed to attract and retain well-qualified directors that posses the appropriate skills and experience to effectively oversee the management of the business.

Our non-employee director compensation plan includes a mix of cash and share-based compensation (both RSUs and DSUs). The value of RSUs is realized upon vest, and the value of DSUs is realized when the director ceases to be a director. We believe this compensation structure promotes strong director engagement in an unbiased environment, fosters Board diversity by allowing directors some choice to suit their personal financial circumstances, enables ownership in the company through RSU grants and aligns with shareholder interests without emphasizing short-term common share price performance. Non-employee directors do not participate in our incentive/performance-based compensation components (e.g., STIP or PSU Plan) because they set the goals and achievement levels for operating performance measures. In addition, non-employee directors do not participate in the Stock Option Plan, from which options ceased being granted effective 2022.

Director Compensation Benchmarking

The CG&N Committee reviews non-employee director compensation periodically to ensure our approach is near the median of the competitive market and takes into account good governance and best practice trends. Effective January 2022, our Board fees were changed to offer a flat quarterly rate to our US resident directors in recognition of foreign exchange impacts on their compensation. In October 2022, the CG&N Committee retained an external consultant, Meridian Compensation Partners Inc. (“Meridian”), to conduct a thorough review of director compensation. No further changes were made to director compensation in 2022.

The CG&N Committee benchmarks director compensation against the same peer group the HRCC and Board use to benchmark executive compensation. Further details on the executive peer group can be found on page 54 of this information circular.

Compensation Plan

The non-employee director compensation plan consists of Board retainers as well as retainers for Committee Chairs and members, paid in the form of cash and share-based compensation. In 2022, non-employee directors were paid Board and committee retainers based on membership during the year. A breakdown of compensation earned in 2022 can be found in the ‘Director Compensation Table’ on page 24.

The following table outlines the 2022 compensation structure for non-employee directors:

 

Component		Membership		Cash Compensation ($)		Share-based Compensation ($)		Total(1) ($)
Board   Retainers		Chair   Director		165,000   50,000		165,000   143,000		330,000   193,000
Committee   Chair   Retainers		Audit   Human Resources & Compensation   Corporate Governance and Nominating   Environment, Safety and Sustainability   Reserves		20,000   16,000   16,000   12,000   12,000
Committee   Member   Retainers		Audit   Human Resources & Compensation   Corporate Governance and Nominating   Environment, Safety and Sustainability   Reserves		10,000   8,000   8,000   6,000   6,000
Fees		Director - whose principal residence is in the US		5,000/quarter

Note:

(1)

All directors are also reimbursed for reasonable costs incurred to attend meetings of the Board or a committee of the Board.

 

Crescent Point Energy Corp.  |  2023  |  Information Circular – Proxy Statement  |  22

Cash Compensation

Cash compensation is paid on a quarterly basis. Directors are also entitled to be reimbursed for reasonable out-of-pocket costs, including travel and accommodation, relating to their attendance at any directors’ meeting.

Non-employee directors may, subject to the limits set forth below, elect to receive all, or a portion of, their cash compensation in the form of DSUs. Elections must be made prior to the start of the year in which the compensation will be earned, unless the director is elected or appointed part way through a year, in which case they must make the election within 30 days of being elected or appointed.

Share-based Compensation

Non-employee directors can, subject to the limits set forth below, elect to receive their share-based compensation in the form of RSUs or DSUs. Share-based compensation is granted bi-annually. Any election must be made in the year prior in which the compensation will be earned, unless they are elected or appointed part way through a year, in which case they must make the election within 30 days of being elected or appointed.

 

i.	Restricted Share Units

Under the terms of the RSBP, any non-employee director of the company may be granted RSUs up to a maximum annual value of $150,000. The number of RSUs granted to directors under the RSBP is determined by dividing the dollar amount of the grant by the five-day VWAP for the trading days immediately preceding the grant date. The RSUs vest in thirds over three years and, upon vesting, can be redeemed by the holder for cash or common shares at the sole election of the Board. While an RSU is outstanding, an amount accrues in respect of each RSU equal to the aggregate amount paid by Crescent Point in dividends per common share, which amount is paid in cash when such RSUs vest.

See ‘Appendix C: Restricted Share Bonus Plan’ on page 82 of this information circular for details of the RSBP.

 

ii.	Deferred Share Units

Each DSU represents a notional share of Crescent Point, and the number of DSUs granted is determined by dividing the dollar amount of the grant by the five-day VWAP for the trading days immediately preceding the grant date. While a DSU is outstanding, an amount accrues, in the form of additional DSUs, equal to the aggregate amount paid by Crescent Point in dividends per common share. When a director holding DSUs ceases to be a director of the company, the director is paid the current cash equivalent of the market price per common share as calculated in accordance with the DSU plan.

While our DSU plan allows for executive participation, no executive has received compensation in the form of DSUs since inception of the plan.

See ‘Appendix B: Deferred Share Unit Plan’ on page 81 of this information circular for details of the DSU plan.

 

Crescent Point Energy Corp.  |  2023  |  Information Circular – Proxy Statement  |  23

Director Compensation Tables

Director Compensation Table

The following table provides a summary of compensation earned by Crescent Point’s non-employee directors during 2022.

 

		Annual Cash Based Retainer Earned												Fees Earned				Share-based												Portion Taken As
						Committee				Committee								Retainer				All Other
Name(1)		Board ($)				Chair ($)				Member ($)				Travel ($)				Earned ($)				Compensation ($)				Total ($)				Cash ($)				RSUs(2) ($)				DSUs(2) ($)
Barbara Munroe			165,000				—				—				—				165,000				—				330,000				82,500				150,000				97,500
Laura A. Cillis(3)			25,000				—				9,000				—				71,500				—				105,500				34,000				—				71,500
James E. Craddock			50,000				16,000				14,000				20,000				143,000				—				243,000				100,000				—				143,000
John P. Dielwart			50,000				12,000				6,000				—				143,000				—				211,000				—				—				211,000
Ted Goldthorpe(4)			50,000				—				18,000				20,000				143,000				—				231,000				88,000				—				143,000
Mike Jackson			50,000				20,000				8,000				—				143,000				—				221,000				78,000				143,000				—
Jennifer F. Koury			50,000				16,000				8,000				—				143,000				—				217,000				74,000				—				143,000
François Langlois			50,000				12,000				16,000				—				143,000				—				221,000				—				—				221,000
Myron M. Stadnyk			50,000				—				20,000				—				143,000				—				213,000				50,000				—				163,000
Mindy Wight(5)			37,500				—				13,500				—				143,000				—				194,000				—				—				194,000

Notes:

(1)	Mr. Bryksa does not receive compensation for his role as a director.

(2)	RSU and DSU amounts reflect the equity value received under each award type based on the director’s election of their cash and share-based retainers.

(3)	Ms. Cillis retired from her role as director effective May 19, 2022. Ms. Cillis’ compensation ceased on her retirement date.

(4)	Mr. Goldthorpe will retire from the Board at the annual meeting.

(5)	Ms. Wight was elected to the Board at Crescent Point’s 2022 annual general meeting on May 19, 2022. Ms. Wight received compensation upon her election and appointment to Board committees.

Share-based Awards – Value Vested or Earned During the Year

The share-based awards value vested table below reflects the value of vested RSUs, vested DSUs and related dividend equivalent amounts earned in the year.

Under the RSBP, while an RSU is outstanding, an amount accrues in respect of the RSU equal to the aggregate amount paid by Crescent Point in dividends per common share during the period (“Dividend Amounts”), which are paid in cash when such RSUs vest. Under the DSU Plan, dividend equivalent amounts are earned on outstanding DSUs and are satisfied through the grant of additional DSUs, which additional grants are valued using the closing price on the applicable dividend record date.

 

		Stock Option-based				Share-based Awards – Value Vested During the Year								Non-equity Incentive Plan
		Awards – Value Vested												Compensation – Value
		During the Year(1)				RSUs(2)				DSUs(3)(4)				Earned During the Year
Name		($)				($)				($)				($)
Barbara Munroe			—				449,236				156,279				—
Laura A. Cillis(5)			—				505,239				72,386				—
James E. Craddock			—				—				185,362				—
John P. Dielwart			—				—				270,905				—
Ted Goldthorpe(6)			—				—				199,389				—
Mike Jackson			—				—				52,317				—
Jennifer F. Koury			—				—				192,286				—
François Langlois			—				—				288,389				—
Myron M. Stadnyk			—				—				189,430				—
Mindy Wight(7)			—				—				195,963				—

Notes:

(1)	Non-employee directors are not eligible to receive option-based awards.

(2)	RSU amounts reflect RSUs vested within the year and are valued based on the share price at the time of vesting. Amounts also include RSU dividend amounts that were vested and paid out as cash.

 

Crescent Point Energy Corp.  |  2023  |  Information Circular – Proxy Statement  |  24