UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant [X]

Filed by a party other than the Registrant [   ]

Check the appropriate box:

STONE ENERGY CORPORATION

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

20152016

Notice of Annual Meeting

and Proxy Statement

Beginning on or about April 7, 2016, we mailed a Notice of Internet Availability of Proxy Materials to our stockholders containing instructions on how to access the proxy statement and vote online and made our proxy materials available to our stockholders over the Internet. If you owned shares of our common stock at the close of business on March 27, 2015,24, 2016, you are entitled to one vote per share upon each matter presented at our 20152016 annual meeting of stockholders to be held on May 21, 2015.19, 2016. Stockholders whose shares are held in an account at a brokerage firm, bank or other nominee (i.e.(i.e., in “street name”) will need to obtain a proxy from the broker, bank or other nominee that holds their shares authorizing them to vote at the annual meeting.

Your broker is not permitted to vote on your behalf on the election of directors and other matters to be considered at the annual meeting, except on the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2015 and2016, on the approval of an amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000150,000,000 shares to 150,000,000300,000,000 shares and on the approval of potential amendments to our Certificate of Incorporation authorizing our Board of Directors to effect a reverse stock split with a proportionate decrease in the number of authorized shares of common stock, unless you provide specific instructions by completing and returning the voting instruction form or following the instructions provided to you to vote your shares via telephone or the Internet. For your vote to be counted, you will need to communicate your voting decisions to your broker, bank or other nominee before the date of the annual meeting.

Your vote is important. Our Board of Directors strongly encourages you to exercise your right to vote. Voting early helps ensure that we receive a quorum of shares necessary to hold the annual meeting.

If you have any questions about the proxy voting process, please contact the broker, bank or other nominee where you hold your shares. The Securities and Exchange Commission also has a website (www.sec.gov/spotlight/proxymatters.shtml) with more information about your rights as a stockholder. You also may contact our Investor Relations Department by phone at (337) 237-0410 or by e-mail atinformation@stoneenergy.com.

Only stockholders of record or their legal proxy holders as of March 27, 201524, 2016 or our invited guests may attend the annual meeting in person.If you plan to attend the annual meeting in person, youmust present a valid form of government-issued photo identification. If you wish to attend the annual meeting and your shares are held in street name with a broker, bank or other nominee, you will need to bring your notice or a copy of your brokerage statement or other documentation reflecting your stock ownership as of the record date for the meeting.

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		Stone Energy Corporation 625 E. Kaliste Saloom Road Lafayette, Louisiana 70508

Meeting Date:         May 21, 201519, 2016

Meeting Time:        10:00 a.m., local time

Location:                Windsor Court Hotel, 300 Gravier Street, NewOrleans,New Orleans, Louisiana 70130

Record Date:          March 27, 201524, 2016

Purposes of the 20152016 annual meeting of stockholders:

Information relevant to these matters is set forth in the accompanying proxy statement.

The close of business on March 27, 201524, 2016 was fixed as the record date for the determination of stockholders entitled to receive notice of and to vote at the annual meeting or any adjournment or postponement thereof. Only our stockholders or their legal proxy holders as of the record date or our invited guests may attend the annual meeting in person.

Beginning on or about April 8, 2015,7, 2016, we mailed a Notice of Internet Availability of Proxy Materials to our stockholders containing instructions on how to access the proxy statement and vote online and made our proxy materials available to our stockholders over the Internet.

By Order of the Board of Directors,

Lisa S. Jaubert

Senior Vice President, General Counsel and Secretary

20152016 PROXY STATEMENT

This proxy statement is furnished to you in connection with the solicitation by and on behalf of the Board of Directors (the “Board”) of Stone Energy Corporation (“we,” “our,” “company” or “Stone”) for use at the 20152016 annual meeting of stockholders to be held on May 21, 201519, 2016 at 10:00 a.m., local time, at the Windsor Court Hotel located at 300 Gravier Street, New Orleans, Louisiana 70130, or at any adjournment or postponement thereof (the “Annual Meeting” or the “annual meeting”).

The agenda for the Annual Meeting includes the following items:

On or about April 8, 2015,7, 2016, we mailed a Notice of Internet Availability of Proxy Materials to our stockholders of record and beneficial owners who owned shares of our common stock at the close of

business on March 27, 2015.24, 2016. The Notice of Internet Availability of Proxy Materials contains instructions on how to access the proxy materials and vote online. We have made these proxy materials available to you over the Internet or, upon your request, have delivered paper versions of these materials to you by mail, in connection with the solicitation of proxies by our Board for the Annual Meeting.

Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

Record Date

At the close of business on March 27, 2015,24, 2016, the “Record Date” for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting, there were 57,201,36956,849,107 shares of common stock issued and outstanding, each share of which is entitled to one vote. Common stock is the only class of our outstanding securities entitled to receive notice of and to vote at the Annual Meeting.

Appointment of Proxy Holders

Our Board asks you to appoint David H. Welch, Richard A. Pattarozzi and B.J. Duplantis as your proxy holders (“Proxy Holders”) to vote your shares at the Annual Meeting. You make this appointment by using one of the voting methods described below.

Quorum and Discretionary Authority

The presence at the Annual Meeting of a majority of shares of our common stock issued and outstanding and entitled to vote at the Annual Meeting, present in person or by proxy, is necessary to constitute a quorum in order to transact business at the Annual Meeting. Your shares are counted as present at the Annual Meeting if you attend the Annual Meeting and vote in person or if you properly return a proxy by Internet, telephone or mail. Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the Annual Meeting.

If less than a quorum is represented at the Annual Meeting, the Chairman of the meeting or a majority of the issued and outstanding shares so represented may adjourn the Annual Meeting from time to time, and the Proxy Holders will vote the proxies they have been authorized at the Annual Meeting in favor of such an adjournment. In the event a quorum is present at the Annual Meeting but sufficient votes to approve any of the items proposed by our Board have not been received, the Chairman of the meeting or the Proxy Holders may propose one or more adjournments of the Annual Meeting to permit further solicitation of proxies. A stockholder vote may be taken on one or more of the proposals in this proxy statement prior to such adjournment if sufficient proxies have been received and it is otherwise appropriate.

Our Board does not know of any other matters that are to be presented for action at the Annual Meeting. However, if other matters properly come before the Annual Meeting, the proxies solicited by the Board will provide the Proxy Holders with the authority to vote on those matters and nominees in accordance with such persons’ discretion. Where a stockholder has appropriately specified how a proxy is to be voted, it will be voted by the Proxy Holders in accordance with the specification.

How to Vote Shares Registered in Your Name

If you own shares that are registered in your own name, you are a “registered stockholder” and you may attend the Annual Meeting and vote in person. You also may vote by proxy without attending the Annual Meeting in any of the following ways:

•

By Telephone. If you request paper copies of the proxy materials by mail, you may submit a proxy by telephone using the toll-free number listed on the proxy card. Please have your proxy card in hand when you call. Telephone voting facilities will close and no longer be available on the date and time specified on the proxy card.

For stockholders who have their shares voted by duly submitting a proxy by Internet, telephone or mail, the Proxy Holders will vote all shares represented by such valid proxies in accordance with the Board’s recommendations as set forth above, unless a stockholder appropriately specifies otherwise.

If you received more than one Notice of Internet Availability of Proxy Materials, your shares are likely registered in different names or with different addresses or are in more than one account. You must separately vote the shares shown on each Notice of Internet Availability of Proxy Materials that you receive in order for all of your shares to be voted at the Annual Meeting.

How to Vote Shares Held in “Street Name”

If you hold shares through a brokerage firm, trustee, bank, other financial intermediary or nominee (known as shares held in “street name”), you will receive from that broker, trustee, bank, financial intermediary or other nominee (the “intermediary”) a voting instruction form that will explain how to direct the voting of your shares through the intermediary, which may include the ability to provide voting instructions via the Internet or by telephone.

If your shares are held in street name through a brokerage firm that is a member of the New York Stock Exchange (“NYSE”) and you want to vote on any of the proposals to be submitted to a vote at the Annual Meeting (except as to ProposalsProposal 2, Proposal 6 and 4)Proposal 7), you MUST indicate how you wish your shares to be voted. The broker will vote shares held by you in street name in accordance with your voting instructions, as indicated on your signed voting instruction form or by the instructions you provide via the Internet or by telephone. Absent such instructions, the proxy submitted by the broker with respect to your shares will indicate that the broker is not able to cast a vote with respect to the matter, which is commonly referred to as a “broker non-vote.”Accordingly, if your shares are held in street name, it is important that you provide voting instructions to the broker or other intermediary so that your vote will be countedcounted.. Under NYSE rules, ProposalsProposal 2, Proposal 6 and 4Proposal 7 would each be considered a “routine matter,” and thus a broker would be permitted in its discretion to cast a vote on each such proposal as to your shares in the event that you do not provide the broker with voting instructions.

If you hold shares in street name and wish to vote your shares in person at the Annual Meeting, you must first obtain a valid proxy from the intermediary. To attend the Annual Meeting in person (regardless of whether you intend to vote your shares in person at the Annual Meeting), you should follow the instructions under “Attending the Annual Meeting in Person” below.

If you received more than one voting instruction form, your shares are likely registered in different names or with different addresses or are in more than one account. You must separately follow the foregoing voting procedures for each voting instruction form that you receive in order for all of your shares to be voted at the Annual Meeting.

Revoking or Changing a Proxy

If you are a registered stockholder, you may revoke your proxy at any time before your shares are voted at the Annual Meeting by:

If you are a street-name stockholder and you vote by proxy, you may change your vote by submitting new voting instructions to your broker, bank or other nominee in accordance with that entity’s procedures.

Required Vote and Method of Counting

Proposal 1. Election of Directors

To be elected, each nominee for election as a director must receive the affirmative vote of a majority of the votes of the shares of common stock cast on such nominee at the Annual Meeting. This means that a director nominee will be elected if the number of votes cast for that nominee’s election exceeds the number of votes cast against that nominee’s election. Broker non-votes and abstentions will not be counted as votes cast, and, accordingly, will not affect the outcome of the vote on this proposal.

Proposal 2. Ratification of the Appointment of the Independent Registered Public Accounting Firm

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 20152016 requires the affirmative vote of a majority of the votes of the shares of common stock cast on this proposal at the Annual Meeting. Abstentions will not be counted as votes cast, and, accordingly, will not affect the outcome of the vote on this proposal. While we do not expect broker non-votes on this proposal because brokers have discretion to vote on it under NYSE rules, any broker non-votes received will not be counted as votes cast, and, accordingly, will not affect the outcome of the vote on this proposal.

Proposal 3. Advisory Vote to Approve Named Executive Officer Compensation

Approval of this proposal requires the affirmative vote of a majority of the votes of the shares of common stock cast on this proposal at the Annual Meeting. Abstentions and broker non-votes will not be counted as votes cast, and, accordingly, will not affect the outcome of the vote on this proposal. While this vote is required by law, it will neither be binding on our company or the Board nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, our company or the Board. However, the views of our stockholders are important to us, and our Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions. We urge you to read the section entitled “Compensation Discussion and Analysis,” which discusses in detail how our executive compensation program implements our compensation philosophy.

Proposal 4. Approval of anthe First Amendment to our Certificate of Incorporation to Increase the Number of Shares of Authorized Common Stock from 100,000,000 Shares to 150,000,000 Shares

Approval of this proposal requires the affirmative vote of a majority of the votes of the shares of common stock issued2009 Amended and outstanding and entitled to vote. Abstentions will have the same effect as a vote against the proposal. While we do not expect broker non-votes on this proposal because brokers have discretion to vote on it under NYSE rules, any broker non-votes received will have the same effect as a vote against this proposal.

Proposal 5. Approval of the Second Amendment to ourRestated Stock Incentive Plan (As Amended and Restated December 17, 2015) (the “Stock Incentive Plan”) to Increase the Number of Shares Reserved for Issuance under the Stock Incentive Plan by 1,600,000450,000 Shares

Approval of this proposal requires the affirmative vote of a majority of the votes of the shares of common stock cast on this proposal at the Annual Meeting. Under Delaware law, abstentions and broker non-votes are not counted as votes cast and, accordingly, do not affect the outcome of the vote on this proposal for Delaware law purposes. However, under NYSE rules, this proposal must be approved by a majority of the votes cast on the proposal with abstentions counting as votes cast. Therefore, abstentions will have the same effect as a vote against the proposal for NYSE purposes.

Proposal 6.5. Approval of the Third Amendment to ourMaterial Terms of the Stock Incentive Plan, setting forthas amended by the Eligible Employees, Business Criteria and Maximum Annual per Person Compensation Limits under the Stock Incentive PlanFirst Amendment, for Purposes of Complying with the Requirements of Section 162(m) of the Internal Revenue Code

Approval of this proposal requires the affirmative vote of a majority of the votes of the shares of common stock cast on this proposal at the Annual Meeting. Abstentions and broker non-votes will not be counted as votes cast and, accordingly, will not affect the outcome of the vote on this proposal.

Proposal 6. Approval of an Amendment to our Certificate of Incorporation to Increase the Number of Shares of Authorized Common Stock from 150,000,000 Shares to 300,000,000 Shares

Approval of this proposal requires the affirmative vote of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting. Abstentions will have the same effect as a vote against the proposal. While we do not expect broker non-votes on this proposal because brokers have discretion to vote on it under NYSE rules, any broker non-votes received will have the same effect as a vote against this proposal.

Proposal 7. Approval of a series of three alternative potential amendments to the Certificate of Incorporation to authorize the Board to effect a reverse stock split of our common stock at ratios of 1-for-5, 1-for-10 and 1-for-20, respectively, such ratio to be determined by the Board if the Board subsequently determines to proceed with the reverse stock split and to proportionately decrease the authorized shares of common stock

Approval of this proposal requires the affirmative vote of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting. Abstentions will have the same effect as a vote against this proposal. While we do not expect broker non-votes on this proposal because brokers have discretion to vote on it under NYSE rules, any broker non-votes received will have the same effect as a vote against this proposal.

Method and Cost of Soliciting and Tabulating Votes

The Board is providing these proxy materials to you in connection with the solicitation by the Board of proxies to be voted at the Annual Meeting. In addition to solicitation by mail, our officers, directors and employees may solicit proxies personally or by telephone, facsimile or electronic means. These officers, directors and employees will not receive any extra compensation for these services. We have also retained Georgeson Inc. for proxy solicitation and related services in connection with the Annual Meeting. Under our agreement with Georgeson, Georgeson will receive a fee of $8,500,$9,500, and we will reimburse Georgeson for reasonable and customary out-of-pocket expenses incurred in performing such services. In addition, we will make arrangements with brokerage houses, custodians, nominees and other fiduciaries to send proxy materials to the beneficial owners of our stock, and we will reimburse them for postage and clerical expenses. We will bear the costs of the solicitation, including the cost of the preparation, assembly, printing and, where applicable, mailing of the Notice of Internet Availability of Proxy Materials, the Notice of the 20152016 Annual Meeting of Stockholders, this proxy statement, the proxy card and any additional information furnished by us to our stockholders.

Attending the Annual Meeting in Person

Only stockholders of record or their legal proxy holders as of the Record Date or our invited guests may attend the Annual Meeting in person.If you plan to attend the Annual Meeting in person, youmust present a valid form of government-issued photo identificationidentification.. If you wish to attend the Annual Meeting and your shares are held in street name with a broker, bank or other nominee, you will need to bring your notice or a copy of your brokerage statement or other documentation reflecting your stock ownership as of the Record Date.

No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted at the Annual Meeting. No banners, signs, firearms or weapons will be allowed in the meeting room. We reserve the right to inspect all items entering the meeting room.

The Annual Meeting will be held at the Windsor Court Hotel, located at 300 Gravier Street, New Orleans, Louisiana 70130. For directions to the Annual Meeting, please see your Notice of Internet Availability of Proxy Materials.

General Overview

We are committed to good corporate governance. The Board has adopted several governance documents to guide the operation and direction of the Board and its committees, which include Corporate Governance Guidelines, a Code of Business Conduct and Ethics (which applies to all directors and employees, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer) and charters for the Audit, Compensation, Nominating & Governance and Reserves Committees. Each of these documents is available on our website (www.stoneenergy.com), and stockholders may obtain a printed copy, free of charge, by sending a written request to Stone Energy Corporation, Attention: Secretary, 625 E. Kaliste Saloom Road, Lafayette, Louisiana 70508, facsimile number (337) 521-9845. We will also promptly post on our website any amendments to these documents and any waivers from the Code of Business Conduct and Ethics for our directors and principal executive, financial and accounting officers.

Our Board of Directors

During 2014,2015, the Board held five regular meetings and six special meetings. Each director attended at least 75% of the aggregate of all meetings of the Board and the standing committees on which he or she served during 2014.2015. Directors are encouraged, but not required, to attend our annual meetings of stockholders, and all of our then current directors attended the 20142015 annual meeting of stockholders.

To facilitate candid discussion by non-management directors, our non-management directors meet in executive sessions that are not attended by management in conjunction with each regular Board meeting.meeting and most special Board meetings. Mr. Pattarozzi presides over meetings of non-management directors and contributes to the agenda for each such meeting (the “Lead Director”). The Lead Director is chosen by the independent directors, and Mr. Pattarozzi was chosen as Lead Director in May 2012 in connection with the appointment of Mr. Welch as Chairman of the Board. For additional information about the role of our Lead Director and executive sessions of our non-management directors, please see “Board Leadership Structure” below.

Set forth below is biographical information regarding each of our directors. There are no family relationships between any of our directors and executive officers. In addition, there are no arrangements or understandings between any of our executive officers or directors and any other person pursuant to which any person was selected as a director or an executive officer, respectively.

		Lieutenant General in 1993 as Commanding General, I Marine Expeditionary Force, Camp Pendleton, California. Lt. General Christmas’s personal decorations and medals include the Navy Cross, Defense Distinguished Service Medal, Navy Distinguished Service Medal, Defense Superior Service Medal, Purple Heart, Meritorious Service Medal and three gold stars in lieu of consecutive awards, the Army Commendation Medal, and the Vietnamese Cross of Gallantry with palm. He previously served as a consultant or advisor to various entities, including Wexford Group International, Northrup Gruman Space & Mission Systems Corporation, Marine Corps Heritage Foundation, RAND Corporation and HARRIS Corporation. Retired Lt. General Christmas presently serves as an advisor to the Marine Corps Heritage Foundation; as Member, Advisory Board, to the Florence & Robert A. Rosen Family Wellness Center for Law Enforcement and Military; as Chairman, Board of Directors, for Center House Association; as Marine Corps Senior Advisor for the Department of Defense Commemoration of the 50th50th Anniversary of the Vietnam War; as Witness to the War Advisory Board; as Member of the Stafford County Virginia Armed Services Memorial Commission; and as Trustee of the Stafford Hospital Foundation.
		B. J. Duplantis Age 7576 Director since 1993 Chairman of the Nominating & Governance Committee Member of the Compensation and Reserves Committees   Mr. Duplantis is a senior partner with the law firm of Gordon, Arata, McCollam, Duplantis & Eagan, having joined the firm in 1982, with a practice focused on the oil and gas industry. Prior to joining the law firm, Mr. Duplantis served in the legal department of The Superior Oil Company from 1979 to 1982 and previously was employed by Shell Oil Company, where he served in various engineering and management capacities over 10 years in Louisiana, Texas, California and New York, and also as a member of its legal department from 1971 to 1978. Mr. Duplantis graduated from Louisiana State University with a bachelor of science degree in petroleum chemical engineering and from Loyola University with a Juris Doctor degree.
		In addition to his several professional affiliations, Mr. Duplantis has served on the Louisiana State Office of Conservation Intrastate Pipelines Ad Hoc Committee, the Louisiana State Office of Conservation Committee on Revision of Rules of Procedure, and the Advisory Committee for the Louisiana State Commissioner’s Office of Conservation, and is a former board member of Holy Cross College, New Orleans, Louisiana.

		Peter D. Kinnear Age 6869 Director since 2008 Member of the Audit, Compensation and Nominating & Governance Committees   Mr. Kinnear held numerous management, operations and marketing roles with FMC Technologies, Inc. and FMC Corporation, both leading providers of technology services to the energy industry, starting in 1971 and retiring from FMC Technologies, Inc. in 2011. Mr. Kinnear served as Chief Executive Officer from March 2007 through February 2011 of FMC Technologies, Inc., and previously as President from March 2006 through April 2010, and Chief Operating Officer from March 2006 through March 2007. Mr. Kinnear received a bachelor’s degree in chemical engineering from Vanderbilt University and an MBA from the University of Chicago.
		Mr. Kinnear presently serves on the board of directors of Superior Energy Services, Inc. (member of the audit and corporate governance committees). In addition to serving as trustee or director of various non-public entities, including The Petroleum Equipment Suppliers Association, the Business Council, and Spindletop International, Mr. Kinnear previously served on the board of directors of Tronox Incorporated from November 2005 to December 2010, and as FMC Technologies, Inc.’s Chairman of the Board from October 2008 through October 2011.
		David T. Lawrence Age 5960 Director since 2013 Member of the Audit, Nominating & Governance, Reserves and ReservesSpecial Committees   Mr. Lawrence has extensive global experience across the upstream energy business. He currently is Chairman and CEO of Lawrence Energy Group LLC and Chairman of the Advisory Board for the Yale Climate and Energy Institute. He served as Executive Vice President Exploration and Commercial for Shell Upstream Americas and Functional Head of Global Exploration for Shell worldwide from June 2009 until retiring from this position in April 2013. His responsibilities included exploration, acquisitions, divestments, new business development, LNG, Gas to Liquids and wind energy in the Americas. Prior roles included Executive Vice President Global Exploration and Executive Vice President Investor Relations for Royal Dutch Shell based in The Hague and London, respectively, and Vice President Exploration and Development for Shell Exploration and Production Company in the United States. In his 29 years with Shell, Mr. Lawrence conducted business in more than 40 countries around the globe.
		Mr. Lawrence currently serves as a Trustee Associate of the American Association of Petroleum Geologists Foundation, and he has served on the National Ocean Industry Association as Membership Chair and as a past commissioner on the Aspen Institute commissionCommission on Arctic Climate Change. He was a member of the American Petroleum Institute Upstream

		Committee, where he helped lead efforts to establish the Center for Offshore Safety and was the Chairman of the European Association of Geologists

		and Engineers (EAGE) Annual Meeting in Amsterdam in 2008. Mr. Lawrence is the author of numerous technical and business articles, is a recipient of the Meritorious Service Award from the American Petroleum Institute, and received the Wallace Pratt Memorial Award for best paper in the American Association of Petroleum Geologists bulletin. Mr. Lawrence received his Ph.D. in Geology and Geophysics from Yale University in 1984 and his B.A. in Geology from Lawrence University in 1977.
		Robert S. Murley Age 6566 Director since 2011 Member of the Audit, Compensation, and Nominating & Governance and Special Committees   Mr. Murley is a Senior Advisor to Credit Suisse, LLC, having been employed by Credit Suisse and its predecessors from 1975 to April 2012. In 2005, he was appointed Chairman of Investment Banking in the Americas, serving in that position until April 2012. Prior to that time, Mr. Murley headed the Global Industrial and Services Group within the Investment Banking Division, as well as the Chicago investment banking office. He was named a Managing Director in 1984 and appointed a Vice Chairman in 1998. Mr. Murley received a bachelor of arts degree from Princeton University, a MBA from the UCLA Anderson School of Management and a master of science degree in International Economics from the London School of Economics.
		Mr. Murley has been a director of Apollo Education Group since June 2011 (Chairman(chair of the audit, finance and special litigation committees, and member of the nominating and governance committee), and a director of Health Insurance Innovations since November 2013.2013 and a director of Brown Advisory since January 2016. He also serves as a Trustee of Princeton University, is Chairman of the Board of the Educational Testing Service in Princeton, New Jersey, is Vice Chairman of the Board of the Ann & Robert Lurie Children’s Hospital of Chicago, is Chairman of the Board of Overseers of the UCLA Anderson School of Management and is a Trustee of the Museum of Science & Industry in Chicago, Illinois.
		Richard A. Pattarozzi Age 7172 Director since 2000 Lead Independent Director Member of the Nominating & Governance and Reserves Committees   Mr. Pattarozzi served as Vice President of Shell Oil Company from March 1999 until his retirement in January 2000, having worked for Shell Oil Company for over 33 years, from 1966 to 2000, in the United States, both onshore and in the Gulf of Mexico. He also served as President and Chief Executive Officer for both Shell Deepwater Development, Inc. and Shell Deepwater Production, Inc. from 1995 until 1999, and previously was appointed General Manager of Shell’s Deepwater Production Division in April 1991 and General Manager of Shell’s Deepwater Exploration and Production Division in October 1991. Mr. Pattarozzi graduated from the University of Illinois with a civil engineering degree.

		Mr. Pattarozzi presently serves on the board of directors of FMC Technologies, Inc. (member of the compensation committee and Chairchair of the nominating and governance committee) and Tidewater Inc. (“Tidewater”) (as independent Chairman of the Board and a member of the compensation and nominating and governance committees), both of which are public companies. Mr. Pattarozzi previously served on the boards of Superior Energy Services, Inc. and Global Industries, Ltd., which merged with Technip in December 2011. Mr. Pattarozzi also serves on the board of trustees of the U.S. Army War College Foundation and is a past Trustee of the National World War II Museum, Inc. and past Chairman of the Offshore Energy Center and also of the United Way in New Orleans, Louisiana.
		Donald E. Powell Age 7374 Director since 2008 Member of the Audit, and Nominating & Governance and Special Committees   Mr. Powell served as the Federal Coordinator of Gulf Coast Rebuilding from November 2005 until March 2008, and he received the Presidential Citizens Medal in 2008 from President George W. Bush. Mr. Powell was the 18th18th Chairman of the Federal Deposit Insurance Corporation, where he served from August 2001 until November 2005. Mr. Powell previously served as President and Chief Executive Officer of the First National Bank of Amarillo, where he started his banking career in 1971. Mr. Powell graduated from West Texas State University with a bachelor of science degree in economics and is a graduate of The Southwestern Graduate School of Banking at Southern Methodist University.
		Mr. Powell presently serves on the board of directors of T.D. Williamson,Willamson, a privately held company. Mr. Powell previously served as a director of QR Energy, LP (member of the audit and compensation committees and Chairmanchairman of the conflicts committee prior to resigning in connection with the acquisition of QR Energy, LP by Breitburn Energy Partners LP in November 2014) and as a director of Bank of America Corporation and Merrill Lynch International (United Kingdom) (retiring in May 2013 from both). He also has served on the boards of several non-public, civic and charitable organizations, including as Chairman of the Board of Regents of the Texas A&M University System, Advisory Board Member of the George Bush School of Government and Public Service and Chairman of the Amarillo Chamber of Commerce, the City of Amarillo Housing Board and the High Plains Baptist Hospital and Harrington Regional Medical Center in Amarillo, Texas.

		Kay G. Priestly Age 5960 Director since 2006 Chairman of the Audit Committee Member of the Nominating & Governance, Reserves and ReservesSpecial Committees   Ms. Priestly was formerly the Chief Executive Officer and a director of Turquoise Hill Resources Ltd., an international mining company focused on copper, gold and coal in the Asia Pacific region, retiring therefrom as of December 31, 2014. From 2008 until her appointment as CEO of Turquoise Hill in 2012, she was Chief Financial Officer of Rio Tinto Copper (a division of the Rio Tinto Group – Rio Tinto plc and Rio Tinto Limited). From 2006 to 2008, she was Vice President, Finance and Chief Financial Officer of Rio Tinto’s Kennecott Utah Copper operations. Ms. Priestly served as Vice President, Risk Management and General Auditor for Entergy Corporation, an integrated energy company engaged primarily in electric power production and retail distribution operations, from 2004 to 2006. Ms. Priestly previously spent over 24 years with global professional services firm Arthur Andersen, where she provided tax, consulting and mergers & acquisitions services to global companies across many industries, including energy, mining, manufacturing and services. While at Andersen, she was a member of the global energy team, served as managing partner of the New Orleans office from 1997 to 2000, and was a member of Andersen’s global executive team from 2001 to 2002 where she had overall responsibility for the firm’s human resources strategy.
		Ms. Priestly also serves on the board of directors for New Gold, Inc. (chair of the audit committee) and for FMC Technologies, Inc. (member of the audit committee). She formerly served as Chairman of the board of directors of SouthGobi Resources Ltd., from September 2012 through December 2014, retiring therefrom as of December 31, 2014, and formerly served as a director of Palabora Mining Company Limited from January 2009 through May 2010.
		Phyllis M. Taylor Age 7374 Director since 2012 Chairman of the Reserves Committee Member of the Compensation and Nominating & Governance Committees   Ms. Taylor is the Chairman and Chief Executive Officer of Taylor Energy Company LLC. Ms. Taylor is a graduate of Tulane University School of Law in New Orleans, and she served as a law clerk for the Supreme Court of Louisiana and subsequently served as in-house counsel for private energy companies. Ms. Taylor also serves as Chairman and President of the Patrick F. Taylor Foundation and on the Iberia Bank Advisory Board.
		Ms. Taylor is involved in numerous civic activities, including serving on the New Orleans Business Council, the Education Commission of the States, the Congressional Medal of Honor Foundation, the Smithsonian National Board, the Catholic Leadership Institute National Advisory Board the Tulane University Board of Trustees and the XavierTulane University Board of Trustees.

		David H. Welch Age 6667 Director since 2004 Chairman of the Board   Mr. Welch has served as the President and Chief Executive Officer of Stone since April 2004 and has served as Chairman of the Board since May 2012. Prior to joining our company in 2004, he worked for BP Amoco or its predecessors for 26 years, where his final role was Senior Vice President, BP America Inc. Mr. Welch has an engineering degree from Louisiana State University and a doctoral degree in engineering and economics from Tulane University. He has completed the Harvard Business School advanced management program and executive development programs at Stanford Business School and at Cambridge University.
		Mr. Welch serves as a director of Iberia Bank (member of the compensation committee and Chairman of the enterprise risk committee). Mr. Welch has served as Chairman of the Offshore Energy Center, Chairman of the Greater Lafayette Chamber of Commerce and 2011 Chairman of the United Way in Acadiana. He currently serves as an executive director of the National Ocean Industries Association, a trustee of The Nature Conservancy of Louisiana, a director of the Offshore Energy Center, a director of Louisiana Association of Business and Industry, a director of the Upper Lafayette Economic Development Foundation and on the Lafayette Central Park board.

Director Independence Determinations

Our Corporate Governance Guidelines provide that a majority of our Board will consist of independent directors. Only directors who have been determined to be independent serve on our Audit Committee, Compensation Committee, Nominating & Governance Committee and Reserves Committee.

Rather than adopting categorical standards, the Board assesses director independence on a case-by-case basis, in each case consistent with applicable legal requirements and the independence standards adopted by the NYSE. None of the non-employeenon-management directors were disqualified from “independent” status under the objective NYSE listing standards. Based on information provided by the directors and after reviewing all relationships each director has with Stone, including charitable contributions we make to organizations where our directors serve as board members, the Board has affirmatively determined that none of its non-employeenon-management directors have a material relationship with Stone and therefore each is independent as defined by the current listing standards of the NYSE. In making its independence determinations, the Board took into account the relationships and recommendations of the Nominating & Governance Committee as described below. Mr. Welch, our Chairman, President and CEO, is not considered by the Board to be an independent director because of his employment with us.

In 2014, we utilized the services of Tidewater in connection with our oil and gas exploration, development and production activities. Richard A. Pattarozzi is a member of the board of directors of Tidewater (serving as Tidewater’s independent Chairman). The Nominating & Governance Committee determined that Mr. Pattarozzi was independent because his only interest was as a director of Tidewater.

In 2014,2015, we utilized the services of FMC Technologies, Inc., which is a leading global provider of technology solutions for the energy industry, particularly subsea. Richard A. Pattarozzi is a memberand Kay Priestly are members of the board of directors of FMC Technologies, Inc. The Nominating & Governance Committee determined that each of Mr. Pattarozzi and Ms. Priestly was independent because hiseach of their interests was only interest was as a director of FMC Technologies, Inc.

In 2014, we utilized the services of Superior Energy Services, Inc. (and affiliated companies), which is a leading provider of specialized oilfield services and equipment used throughout the economic life cycle of oil and gas wells. Peter A. Kinnear is a member of the board of directors of Superior Energy Services, Inc.

The Nominating & Governance Committee determined that Mr. Kinnear was independent because his only interest was as a director of Superior Energy Services, Inc.

In 2014, the Nominating & Governance Committeehas considered Donald E. Powell’s ownership of approximately $400,000 in aggregate principal amount of our debt securities that were acquired in the secondary market, and made a determination that such ownership did not preclude the independence of Mr. Powell because Mr. Powell does not receive any benefit with respect to such debt securities that is not shared on a pro rata basis with all other holders of our debt securities.

Board Leadership Structure

The Board’s leadership structure does not separate the CEO and Chairman of the Board positions. The Board retains the authority to modify this structure to best address our unique circumstances as and when appropriate, and it is possible that the Board may decide to separate the CEO and Chairman of the Board positions in the future.

The Board believes that there is no single, generally accepted approach to providing Board leadership and that each of the possible leadership structures for a board must be considered in the context of the individuals involved and the specific circumstances facing a company as the right leadership structure may vary as circumstances change. The Board currently is of the view that it is in Stone’s best interest for its CEO to also serve as the Board’s Chairman and to have an independent Lead Director selected by the non-management directors. The Board believes this arrangement permits a clear, unified strategic vision that ensures alignment between the Board and management, provides clear leadership, helps ensure accountability for performance, and is efficient and cost effective for the size of our company.

Mr. Welch serves as our President and CEO as well as Chairman of the Board. As the director most familiar with our business and industry, having primary responsibility for managing Stone’s day-to-day operations, and most capable of effectively identifying strategic priorities, he is best positioned to lead the Board through reviews of key business and strategic issues. The role of our Chairman is to run the Board and ensure Board effectiveness. This includes working with the Lead Director and others to set the Board’s agenda, provide clear, accurate and timely information to the Board, manage Board meetings to allow time for discussion of complex issues and promote active participation by all Board members.

Mr. Pattarozzi was selected by the Board, upon a recommendation from the Nominating & Governance Committee, to serve as the Lead Director for meetings of the non-management directors held in executive session. The role of the Lead Director includes:

The designation of a Lead Director is subject to annual review by the Nominating & Governance Committee and the Board.

Whenever the Nominating & Governance Committee (which is comprised of all of our independent directors) meets in executive session, there is a meeting solely of our independent directors. In addition, the non-management directors separately meet in executive session at all of our regularly scheduled Board meetings. In these executive sessions, the independent directors deliberate on matters such as long-term and short-term strategy, corporate governance, board structure, succession planning and the performance of the CEO, among others.

Committees of the Board

As of the date of this proxy statement, our Board has the following four separately designated standing committees.committees as well as the following ad hoc special committee. The membership and purposes of each of the regular committees and the ad hoc special committee are described below. Each of the regular committees operates under a written charter adopted by the Board. The Board appoints members to its various regular committees at its regularly scheduled meeting each May.

Compensation Committee
PURPOSES: •      Review, evaluate and approve the agreements, plans, policies and programs of		NUMBER OF MEETINGS IN FISCAL 2014:2015: 67
the company to compensate the company’s officers and directors   •      Oversee the company’s plans, policies and programs to compensate the company’s employees   •      Review and discuss with the company’s management the Compensation Discussion and Analysis (“CD&A”) to be included in the company’s proxy statement for its annual meeting of stockholders, and determine whether to recommend to the Board that the CD&A be included in the proxy statement, in accordance with applicable rules and regulations   •      Produce the Compensation Committee Report as required by Item 407(e)(5) of RegulationS-K for inclusion in the company’s proxy statement, in accordance with applicable rules and regulations   •      Otherwise discharge the Board’s responsibilities relating to the compensation of the company’s officers and directors		COMMITTEE MEMBERS: George R. Christmas (C, I) B. J. Duplantis (I) Peter D. Kinnear (I) Robert S. Murley (I) Phyllis M. Taylor (I)

Nominating & Governance Committee
PURPOSES: •      Assist the Board by considering management’s qualified candidates for, and		NUMBER OF MEETINGS IN FISCAL 2014:2015: 45
by identifying other individuals qualified to become, Board members, consistent with the criteria approved by the Board, and recommend to the Board the director nominees for the next annual meeting of stockholders or for appointment to fill vacancies on the Board   •      Recommend to the Board the Corporate Governance Guidelines applicable to the company   •      Direct all matters relating to the succession of the company’s Chief Executive Officer   •      Lead the Board in the annual review of the performance of the Board and its committees, and of management   •      Advise the Board about the appropriate composition of the Board and its committees and recommend to the Board director nominees for each committee   •      Advise the Board and make recommendations regarding appropriate corporate governance practices and assist the Board in implementing those practices, all in accordance with the company’s Corporate Governance Guidelines		COMMITTEE MEMBERS: George R. Christmas (I) B. J. Duplantis (C, I) Peter D. Kinnear (I) David T. Lawrence (I) Robert S. Murley (I) Richard A. Pattarozzi (I) Donald E. Powell (I) Kay G. Priestly (I) Phyllis M. Taylor (I)

Special Committee
PURPOSES: •      Ad hoc committee to assist the Board to continue early and frequent communication		NUMBER OF MEETINGS IN FISCAL 2015: 1
between the company’s management and the Board during the sustained low commodity price and volatile market environment, including the timely assessment and evaluation of strategic alternatives and development and execution of strategic and operational plans		COMMITTEE MEMBERS: David T. Lawrence (I) Robert S. Murley (I) Donald E. Powell (I) Kay G. Priestly (I)

Compensation Committee Processes

The Compensation Committee is appointed by the Board to discharge the Board’s responsibilities relating to the compensation of our officers and other employees.

The Compensation Committee annually reviews and approves corporate goals and objectives relevant to executive officer compensation, evaluates the executive officers’ performance in light of those goals and objectives and recommends to the Board the compensation levels of the CEO and the other NEOs based on this evaluation. The Compensation Committee annually reviews and approves, and recommends to the Board for approval and ratification, for the CEO, the other executive officers and any other person whose total compensation is reasonably likely to equal or exceed the total compensation of any member of senior management: (1) the TDC level, including each element of TDC, being the annual base salary level, the annual incentive opportunity level and the long-term equity incentive opportunity level, (2) employment agreements, severance arrangements and change in control agreements/provisions, in each case as, when and if appropriate, and (3) any special or supplemental benefits, including any perquisites.

The Compensation Committee also has overall responsibility for approving and evaluating the annual and long-term incentive compensation planplans as well as all other compensation plans, policies and programs for our officers and also our director and officer compensation plans, policies and programs, and has the authority to authorize and to make grants and awards pursuant to these plans. Members of the Compensation Committee are not eligible to participate in any of the plans that they administer. However, the Board does have the authority to grant discretionary awards of restricted stock or other permitted awards to non-employeenon-management directors pursuant to the Stock Incentive Plan.Plan and also to compensate non-management directors through annual retainers.

Please see “Compensation Discussion and Analysis” for additional information on the roles of the Compensation Committee, compensation consultant and our management team in determining the form and amount of executive compensation.

The Board’s Role in Risk Oversight

The Board is responsible for overseeing our company’s management of risk. The Board strives to effectively oversee our enterprise-wide risk management in a way that balances managing risks while enhancing the long-term value of our company for the benefit of our stockholders. The Board understands that its focus on effective risk oversight is critical to setting our company’s tone and culture towards effective risk management. To administer its oversight function, the Board seeks to understand our company’s risk philosophy by having regular discussions with management to establish a mutual understanding of our company’s overall appetite for risk. The Board maintains an active

dialogue with management about existing risk management processes and how management identifies, assesses and manages our most significant risk exposures, including market risk, liquidity risk, reputational risk, commodity price risk, operational risk, hurricane risk, safety risk, cybersecurity risk, compliance risk and legal risk. The CEO is considered to be our chief risk officer, being ultimately responsible for day-to-day operations, and is primarily responsible for instituting risk management practices that are consistent with our overall business strategy and risk profile. The Board expects, and receives, frequent updates from the CEO and other members of our management team about our most significant risks so as to enable it to evaluate whether management is responding appropriately. For example, senior management attends Board meetings and is available to address any questions or concerns raised by our Board relating to risk assessment and management and any other matters. In addition, our Board receives presentations from senior management on strategic matters involving our operations and business.

The Board relies on each of its committees to help oversee the risk management responsibilities relating to the functions performed by such committees. For example, the Audit Committee considers risks related to financial reporting such as overseeing our internal controls and interacting with our

independent public accounting firm at least quarterly. The Compensation Committee oversees our compensation practices in order that they do not encourage unnecessary and excessive risk taking by management. In addition, the Reserves Committee monitors the integrity of our reserves estimates and related disclosures, while the Nominating & Governance Committee oversees risks relating to our corporate compliance programs and assists the Board and management in promoting an organizational culture that encourages commitment to ethical conduct and to compliance with the law. Each of the Board’s committees reports regularly to the Board on risk-related matters within its responsibilities.

In addition, in light of the continuing low commodity price and volatile market environment, in December 2015, the Board established an ad hoc Special Committee to assist the Board to continue early and frequent communication between the company’s management and the Board during the sustained low commodity price and volatile market environment, including the timely assessment and evaluation of strategic alternatives and the development and execution of strategic and operational plans.

The Board believes that the combination of these practices provides integrated insight into our management of risks.

Consideration of Director Nominees

Stockholder Nominees

Our Nominating & Governance Committee will consider all properly submitted stockholder recommendations of candidates for election to the Board. Our Bylaws permit stockholders to nominate candidates for election to the Board provided that such nominees are recommended in writing pursuant to the procedures described below under “Communications, Stockholder Proposals and Other Company Information—Stockholder Proposals and Director Nominations.” In evaluating the recommendations of stockholders for director nominees, as with all other possible director nominees, our Nominating & Governance Committee will address the membership criteria set forth below under “Director Criteria, Qualifications, Experience and Diversity.” There have been no material changes in the procedures by which stockholders may recommend director nominees.

Identifying and Evaluating Nominees for Directors

Our Nominating & Governance Committee is responsible for leading the search for individuals qualified to serve as directors and for recommending to the Board nominees as directors to be presented for election at meetings of the stockholders or of the Board. Our Nominating & Governance

Committee evaluates candidates for nomination to the Board, including those recommended by stockholders, and conducts appropriate inquiries into the backgrounds and qualifications of possible candidates. Our Nominating & Governance Committee may retain outside consultants to assist in identifying director candidates in its sole discretion, but it did not engage any outside consultants in connection with selecting the nominees for election at the Annual Meeting. Stockholders may recommend possible director nominees for consideration by our Nominating & Governance Committee as indicated above. None of our stockholders recommended director nominees for election at the Annual Meeting. The Nominating & Governance Committee does not intend to alter the manner in which it evaluates candidates based on whether the candidate is recommended by a stockholder or not.

We do not have a formal policy to consider diversity in identifying director nominees, but our Nominating & Governance Committee does take into account certain diversity considerations, which are described below. The Board considers itself to be well diversified due to its members’ differences in viewpoint on many issues, professional experience, education and general backgrounds, while also having the requisite business and oil and gas industry experience to perform its oversight role satisfactorily for our stockholders.in compliance with its duties and responsibilities.

Director Criteria, Qualifications, Experience and Diversity

Our Corporate Governance Guidelines contain qualifications that apply to director nominees recommended by our Nominating & Governance Committee. All candidates must possess the requisite skills and characteristics the Board deems necessary. In addition to an assessment of a director’s

qualification as independent, the Nominating & Governance Committee considers integrity, honesty, age, skills and experience in the context of the needs of the Board as to the long-term corporate needs for new and supplemental board expertise. The Nominating & Governance Committee believes that the Board should include appropriate expertise and reflect gender, cultural and geographical diversity, in light of the entire Board’s current composition. In addition, the Board looks for recognized achievement and reputation, an ability to contribute to specific aspects of our activities and the willingness to commit the time and effort required, including attendance at Board meetings and committee meetings of which he or she is a member. As set forth in our Corporate Governance Guidelines, a review of each director’s qualifications is undertaken annually, with the Board also conducting an annual self-evaluation to consider its own and its committees’ effectiveness.

Policies and Procedures

The Nominating & Governance Committee Charter provides that the Nominating & Governance Committee periodically reviews all transactions that would require disclosure under Item 404(a) of Regulation S-K (each, a “Related Person Transaction”) and makes a recommendation to the Board regarding the initial authorization or ratification of any such transaction. In accordance with such policies and procedures, each officer and director must complete a directors and officers questionnaire each year that solicits information concerning transactions with related persons. Additionally, at least quarterly, the Nominating & Governance Committee asks each director whether any issues have arisen concerning independence, transactions with related persons or conflicts of interest. To the extent that a transaction or a possible transaction with a related person exists, the Nominating & Governance Committee determines whether the transaction should be approved or ratified and makes its recommendation to the Board. In determining whether or not to recommend the initial approval or ratification of a Related Person Transaction, the Nominating & Governance Committee considers all of the relevant facts and circumstances available to the committee, including (if applicable) but not limited to:

In the event that the Board considers ratification of a Related Person Transaction and determines not to so ratify, management makes all reasonable efforts to cancel or annul such transaction.

Related Party Transactions

There were no related party transactions for the year 2014.2015.

The Audit Committee of the Board of Directors (the “Board”) of Stone Energy Corporation (“Stone”) assists the Board in monitoring (1) the integrity of the financial statements of Stone; (2) the independent registered public accounting firm’s qualifications, independence and performance; (3) the effectiveness and performance of Stone’s internal audit function and independent public accountants; and (4) the compliance by Stone with legal and regulatory requirements.

The Board has determined that each of the members of the Audit Committee satisfies the standards of independence established under the Securities and Exchange Commission’s (“SEC”) rules and regulations and listing standards of the New York Stock Exchange. The Board has further determined that each of the members of the Audit Committee is financially literate and that each of Ms. Priestly and Messrs. Kinnear, Murley and Powell is an “audit committee financial expert” as defined by the rules and regulations of the SEC.

In connection with our consolidated financial statements for the year ended December 31, 2014,2015, the Audit Committee has:

Based on the review and discussions with Stone’s management and independent registered public accounting firm, as set forth above, the Audit Committee recommended to Stone’s Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014,2015, for filing with the SEC.

Audit Committee,

Kay G. Priestly - Chairman

Peter D. Kinnear

David T. Lawrence

Robert S. Murley

Donald E. Powell

The following table sets forth information regarding the names, ages (as of March 27, 2015)24, 2016) and positions held by each of our executive officers, followed by biographies describing the business experience of our executive officers for at least the past five years. Our executive officers serve at the discretion of our Board.

For Mr. Welch’s biographical information, see “Corporate Governance—Our Board of Directors.”

Kenneth H. Beer was named Executive Vice President and Chief Financial Officer in January 2011. Previously, he served as Senior Vice President and Chief Financial Officer since August 2005. Prior to joining Stone, he served as a director of research and a senior energy analyst at the investment banking firm of Johnson Rice & Company. Prior to joining Johnson Rice & Company in 1992, he was an energy analyst and investment banker at Howard Weil Incorporated.

Lisa S. Jaubert was named Senior Vice President, General Counsel and Secretary in May 2013. She previously served as Assistant General Counsel since joining Stone in July 2012. Prior to joining Stone, she worked as Counsel with Latham & Watkins, LLP where she was a specialist in M&A, finance and other energy related transactions. Ms. Jaubert also served over five years as Assistant General Counsel and Assistant Corporate Secretary for Mariner Energy, was a founding shareholder of Schully Roberts Slattery Jaubert & Marino PLC, served as an outsourced general counsel for many smaller E&P companies and was partner or associate in two other law firms with national energy law firms.practices.

John J. Leonard was promoted to Senior Vice President—Exploration and Business Development effective January 28, 2015, after being named Vice President—Exploration in January 2014. He previously served as General Manager of Deepwater Development from February 2013 through January 2014, Director of Reservoir Engineering from January 2012 through February 2013, Asset Manager Conventional Shelf from July 2011 through January 2012, Asset Manager GOM Shelf East from January 2010 through July 2011, Eastern GOM Asset Manager from January 2007 through January 2010, Chief Reservoir Engineer from February 2006 through January 2007, and also Reservoir Engineer from August 2005 through February 2006. Prior to joining Stone in August 2005, he was employed by Object Reservoir as a Project Manager and Service Engineer, by Expro Americas as an Engineering Manager, and by Pro Tech as an Engineering Manager.

E. J. Louviere was named Senior Vice President—Land in April 2004. Previously, he served as Vice President – President—Land since June 1995. He has been employed by Stone since its inception in 1993.

Thomas L. Messonnier was named Vice President—Planning, Marketing & Midstream in May 2015. He has over 30 years of industry experience and joined Stone in June 2004. He has served

Stone in several capacities, including as Director of Strategic Planning, Business Development and Reserves, GOM Exploitation Manager, and Reservoir Engineering Manager.

Keith A. Seilhan was promoted to Senior Vice President—Gulf of Mexico effective January 28, 2015, after being named Vice President—Deep Water in February 2013. He previously served as Deep Water Projects Manager since joining Stone in July 2012. Prior to joining Stone, Mr. Seilhan filled

various senior leadership roles for Amoco and BP over his 21 year career with them. In his final year with BP, he filled the role as BP’s Incident Commander on the Deepwater Horizon Incident in 2010, and thereafter worked as an Emergency Response Consultant with The Response Group for 1 ^11/2⁄₂ years. While with Amoco and BP, he served, as among other roles, as an Asset Manager and an Operations Manager for Deep Water assets, Operations Director for Gulf of Mexico and the Organizational Capability Manager. On April 17, 2014, pursuant to a settlement between the SEC and Mr. Seilhan, which settlement was approved by the Court, the SEC filed a complaint in the U.S. District Court for the Eastern District of Louisiana alleging that Mr. Seilhan sold securities while in possession of material nonpublic information and in breach of duties owed to BP and its shareholders, in violation of Section 17(a) of the Securities Act of 1933, as amended (the “Securities Act”), Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 thereunder. Without admitting or denying the allegations, Mr. Seilhan consented to the entry of a final judgment permanently enjoining him from future violations of Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Mr. Seilhan also agreed to disgorgement in the amount of $105,409, plus $13,300 of prejudgment interest, and to pay a civil penalty of $105,409. The SEC’s inquiry related to activities prior to Mr. Seilhan’s employment with Stone and was not directed at, and does not concern, Stone or any other member of our management or any member of our Board.

Richard L. Toothman, Jr. was named Senior Vice President—Appalachia in February 2013 and Vice President—Appalachia in May 2010. Prior to joining Stone in May 2010, he was employed by CNX Gas Company in Bluefield, Virginia since August 2005 where he held two executive positions, VP Engineering and Technical Services and VP International Business. He also worked for Consol Energy and Conoco in prior years.

Florence M. Ziegler was named Senior Vice President—Human Resources, Communications and Administration in February 2014 and Vice President—Human Resources, Communications and Administration in September 2005. She has been employed by Stone since its inception in 1993 and served as the Director of Human Resources from 1997 to 2004.

Summary of Our Compensation Program

The Compensation Committee of our Board (the “Compensation Committee”) oversees our executive compensation program for executives and other employees.program. The cornerstone of our compensation program is “pay-for-performance,” aligning the interests of our employees, including our NEOs,Named Executive Officers (“NEOs”) with those of our stockholders. As a result, weWe pay our employees for delivering value to our stockholders, while reducing overall compensation levels if we do not achieve our goals. Our compensation program discourages excessive risk by rewarding both short-term and long-term performance maintains flexibility to respond to the dynamic and cyclical nature of our industry and allows us to be competitive in attracting, retaining and motivating our employees, including our leaders and other top-tier talent, in the highly competitive oil and gas industry.goals. The Compensation Committee considers our compensation philosophy and program design annually to ensureis responsible for ensuring that our executive compensation program supports the company’s strategies and objectives is aligned with stockholder interests and rewards our executive officers in a manner consistent with the underlying philosophy. these principles.

This Compensation Discussion and Analysis (“CD&A”) provides important information on our executive compensation program and explains the compensation decisions made by the Compensation Committee and our Board for our “Named Executive Officers,” or “NEOs,”NEOs for fiscal 2014.

2015. For 2014,2015, our NEOs were:

The Compensation Committee believes that our2015 Business Highlights and 2016 Update

Our executive compensation program plays a significant role in our ability to achievedriving achievement of operational and financial results and to drivesustainable growth in stockholder value. This role is particularly critical at a time like this when our industry as a whole has been significantly impacted by lower commodity prices. In 2014,this low-price, volatile and uncertain environment, our company achieved many important milestones. We had multiplekey milestones in 2015, including the achievement of core operational objectives while also pursuing liquidity preservation and financial flexibility.Throughout 2015, our people and our capital remained focused in areas where our future view of resource potential, drilling successesinventory, project returns and profitable growth fits with our longer-term vision and strategy.

For a complete discussion of 2015 results and our 2016 outlook, we refer you to our Annual Report on Form 10-K, primarily “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” where we have detailed our full financial and operating results for fiscal 2015 and our outlook for fiscal 2016. These are a few of our fiscal 2015 performance highlights:

year. In September 2015, we brought the third Cardona well online, providing additional gross production of approximately 5,000 Boepd, and the fourth Cardona well was producing at a similar rate in the first quarter of 2016. Because we were able to utilize the excess operating capacity of our Pompano platform, which adds virtually no incremental operating cost as fees collected from processing mostly offset the added costs, the Cardona field can still achieve economic thresholds in a low oil price environment.

In the third quarter of 2015, we began our efforts on these growth areas; we increased our reserves despitetwo-year contract utilizing the property sales; we contracted aENSCO 8503 deep water drilling rig, allowing us to better control project timingwhich we contracted in mid-2014. The rig is a dynamic positioning rig that has been modified so that it may also perform operations that require a moored rig. The rig was used for our 2015 drilling activities in the Gulf of Mexico, which were the Cardona #6 well, the Amethyst completion and cost;the Cardona #7 well.

The low-price, volatile and uncertain environment of 2015 has continued into 2016, and we executedare focused on operating efficiency, liquidity and debt reduction. In March 2016, we borrowed $385 million under our bank credit facility, which represented substantially all of the remaining undrawn amount that was available under our bank credit facility. These funds are intended to be used for general corporate purposes. Thereafter, the banks provided notice to us under our bank credit facility of their request for a successful equity offering, providingborrowing base redetermination, and we expect that the borrowing base will be reduced to an

amount below the current borrowings at the time of the redetermination. In March 2016, we retained Lazard as our financial advisor and Latham & Watkins LLP as our legal advisor to assist us within analyzing and considering financial, flexibility going into an uncertain 2015. And, we accomplished these milestones while maintaining an exemplary safety record in 2014.transactional and strategic alternatives.

2015 Compensation Decisions

Compensation decisions by our Compensation Committee and the Board, in recognition of our absolute and relative performance in the context of challenging industry conditions during 20142015 and in response to analysis of market data, included the following:

We believe this correlation between executive pay

CEO Pay At-A-Glance

The majority of our CEO pay is variable and linked to our financial performance and change in stockholder value. The first chart below generally reflects our CEO’s TDC as determined under our compensation program (base salary rate, annual incentive compensation and grant date value of long-term equity incentive award) in recognition of 2014 performance, including showing long-term equity incentive awards made in 2015 in recognition of 2014 performance, but also including 2014 “Other Compensation” and annualized salary received by our CEO in 2014 to coincide with the presentation of these elements in the Summary Compensation Table. Thus, the bar graphs on this chartbelow show the elements of CEO pay for the past five years and the red line on the chart compares the pattern of annualyear-over-year changes year-over-year in our CEO pay with our absolute TSR performance indexed to 2009, reflecting that our approach to determining TDC yields clear alignment between the pattern of change in 2011.

CEO pay year-over-year and in our absolute TSR performance.Pay At-A-Glance

CEO Pay Aligned with Absolute TSR Performance

The chart below plots the percentile ranking of our CEO’s TDC for 20132014 and 20142015 against the percentile ranking (relative to our peer group)Peer Group) of our TSR performance. The horizontal axis in the chart represents our average one-year and three-year TSR (weighted equally) relative to the same TSR calculation for our peer groupPeer Group companies, on a percentile basis. The vertical axis in the chart represents our CEO’s TDC relative to the TDC of CEOs within our peer group,Peer Group, on a percentile basis.

The shaded area or “alignment fairway” in this chart denotes a range within which our CEO’s TDC and our relative TSR performance are in one to one alignment, plus or minus 40%30%. We believe this range represents a reasonable alignment of pay and performance against the market data.

CEO Pay Aligned with Performance Relative to Peers

Based upon our philosophy, we expecthave historically expected our CEO’s TDC in any given year to fall close to the middle of the shaded range on the chart. However, compensation benchmarking inherently involves the business judgment of the Compensation Committee members, in consultation with management and Pearl Meyer, an independent compensation consultant engaged by the Compensation Consultant.Committee (referred to herein as “Pearl Meyer” or the “Compensation Consultant”). Consequently, although generally used sparingly, the Compensation Committee retains the discretion to make adjustments to our CEO’s compensation even if that adjustment would cause the CEO’s compensation to fall outside of the “alignment fairway.” TheAs discussed above, the Compensation Committee did exercise that judgment for 2015 by not make such adjustmentsmaking any long-term incentive award grants in 2016 for 2015 performance, which placed our CEO’s TDC for 2015 outside the alignment fairway with compensation at a level well below our performance relative to our CEO’s 2014 compensation.peers.

Our Executive Compensation Practices

Below we highlight our core executive compensation practices, both the practices we have implemented to drive performance, and the practices we have not implemented because we do not believe they would serve our stockholders’ interests.

Say-on-Pay and Engagement with Stockholders

Our Board and the Compensation Committee take stockholder support of our executive compensation program very seriously, and we aspire to achieve the full support of our stockholders for our executive compensation program. We believe our executive compensation program pays for performance, enables talent attraction, retains top talent and closely aligns the interests of our executives with those of our stockholders. Over the past twothree years we have engaged in robust stockholder outreach efforts regarding the design of our executive compensation program. The advisory vote on executive compensation at our 20142015 annual meeting reflected strong support, for our executive compensation program, with over 95%96% of the votes cast in favor.

In preparation forTo build on such strong support and to further enhance our stockholder engagement program, we engaged Georgeson to assist in the Annual Meeting,effort. With the assistance of Georgeson, we have continued to seek the views of our stockholders, reaching out tocontacted investors representing approximately 80%70% of our outstanding shares of common stock, and engagingengaged in discussion with or receivingreceived feedback from investors representing approximately 50%more than 25% of the same.same, including our then largest single stockholder. This stockholder outreach included focused efforts to better understand and respond to stockholder views on executive compensation and our corporate governance practices.practices, and each stockholder was offered the opportunity to meet with senior management members and with the Board’s independent compensation consultant Pearl Meyer. Through this engagement process, we learned that our stockholders appreciated the enhanced discussions demonstrating the link between our performance and the specific pay decisions made for our NEOs, and that our stockholders supportedsupport our governance practices and compensation programs generally. We also learned that our overallstockholders desire continued and expanded clarity on how compensation program.decisions are made, particularly in light of the unique conditions currently facing our industry as a whole, including the interplay between absolute and relative company performance metrics in our executive compensation program, the amount and terms of our long-term incentive awards, and the rationale for any changes in the performance metrics we evaluate for purposes of determining executive pay, all of which we have addressed in this proxy statement.

The Board and the Compensation Committee reviewed the results of the advisory vote on executive compensation from the 20142015 annual meeting and determined not to make any material changes to our executive compensation2015 program based on the results of that vote. However, the Compensation Committee and the Board, with the assistance of Pearl Meyer, did undertake a full review of the company’s compensation program and the compensation programs of industry peers and made changes for 2016 based, in part, on feedback received from stockholders through our outreach process, which changes are described in greater detail under “—2016 Compensation Decisions”

below. For example, for purposes of the 2016 awards under the performance cash incentive plan, we have eliminated one-year relative TSR as a performance measure and will instead evaluate achievement for those awards based on EBITDA, capital expenditures, and health, safety and environmental performance in order to focus on metrics that align with our current strategy, industry conditions and the macro-environment. The Board and the Compensation Committee will continue to consider what is learned through stockholder outreach and the outcome of the company’s say-on-pay votes when making future compensation decisions for the NEOs, including in their review of our executive compensation program. The company’s next advisory vote on executive compensation will occur at the Annual Meeting. Please see “Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation.”

2014 Corporate Performance Highlights

In 2014, our company achieved important milestones leaving us well-positioned for success now and in the future. As a result of our drilling successes, the increase in reserves and the divestitures of non-core properties, including our non-core GOM conventional shelf properties, we strengthened our

focus in our two principal growth areas, the lower-cost GOM and Appalachia basins. Throughout 2014, our people and our capital remained focused in these areas where our future view of resource potential, drilling inventory, project returns and profitable growth fits with our long-term vision and strategy.

We refer you to our Annual Report on Form 10-K, primarily “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” where we have detailed our full financial and operating results for fiscal 2014. These are a few of our fiscal 2014 performance highlights:

Operational Highlights—In 2014, we drilled two deep water wells at our Cardona prospect in the GOM and initiated production before year end, less than one year after the first well commenced drilling. By year-end 2014, these wells were flowing gross volumes of approximately 10,000 barrels of oil equivalent per day back to our Pompano platform. Additionally, we drilled a successful deep water exploration well at our Amethyst prospect, and sanctioned a development plan with production expected in 2016, also to flow to our Pompano platform. In October 2014, we entered into an agreement to contract a deep water drilling rig for our multi-year deep water program in the GOM, allowing us to better control project timing and cost.

In Appalachia, during 2014 we drilled 38 wells in the Marcellus wet gas window, an increase of 65% in just two years, and produced an average of over 100 million cubic feet equivalent per day for the year, exiting 2014 producing approximately 140 million cubic feet equivalent per day. Our successful Point Pleasant—Utica shale exploration well began producing in early December 2014, confirming the play on our existing acreage for future development. We are now reviewing the development potential of the Utica shale for a possible drilling program commencing late 2015.

We accomplished these milestones while maintaining an exemplary safety record with a zero total recordable incidents rate in 2014.

Reserve Growth—Year-end 2014 estimated proved reserves were 915 billion cubic feet equivalent, a 6% increase from 2013 year-end estimated proved reserves. We replaced approximately 252% of production in 2014 from drilling additions and extensions. These accomplishments were achieved despite the sales of non-core properties.

Sale of Non-core Properties—In 2014, we completed sales of our interests in two onshore Louisiana fields, non-core properties in the GOM conventional shelf and a scattering of other non-core properties in order to raise funds and refocus our efforts in our growth areas, the GOM deep water and Appalachia. Despite these sales, we increased our reserves over year-end 2013.

Public Offering of Common Stock—In May 2014, we sold shares of our common stock in a public offering, resulting in net proceeds of approximately $226.0 million, affording us financial flexibility going into a period of continued volatility in commodity prices.

Liquidity—We experienced a significant decline in oil and natural gas prices during the second half of 2014 and into 2015, resulting in reduced revenue and cash flows and contributing to ceiling test write-downs of our U.S. oil and gas properties at September 30 and December 31, 2014. This decline in prices also led us to reduce our planned capital expenditures budget for 2015. Nevertheless, as of December 31, 2014, we had $480.8 million of availability under our bank credit of facility (with no outstanding borrowings and $19.2 million in issued letters of credit), and cash on hand of approximately $74.5 million (as well as approximately $177.6 million of restricted cash in connection with the sale of our non-core GOM conventional shelf properties, which became unrestricted on January 27, 2015). We had net cash flows from operating activities during fiscal year 2014 totaling $401.1 million and net cash used in investing activities during fiscal year 2014 totaling $872.6 million (without offset for the approximate $177.6 million of restricted cash, in connection with the sale of our

non-core GOM conventional shelf properties referenced above), with net cash provided by financing activities during fiscal year 2014 totaling $215.4 million, including net proceeds of approximately $226 million from the May 2014 public offering of our common stock.

The Compensation Committee believes the current compensation program properly reflects our compensation philosophy and contributed to our important achievements in 2014, as well as to our proactive responses to the significant decline in oil and natural gas prices during the second half of 2014, the difficult conditions evident in the broader global markets and other factors beyond our control affecting the oil and gas industry.

Our Compensation Philosophy

The Compensation Committee and our Board believe that the most effective executive compensation program is one based on two factors, market competitiveness and pay-for-performance, both of which are aligned with the interests of stockholders.

In support of these two guiding principles, we have historically taken the following approach to establishing executive officer pay levels:

We define

Historically we have defined TDC as the sum of the following components, which are also illustrated in the table below:

Components of Total Direct CompensationTDC

Elements of Our Executive Compensation Program

The purposes and characteristics of each element of our 2014 executive compensation program, including base salary, annual incentive compensation and long-term equity incentive compensation (which are the three components that comprise TDC) are summarized below:

Form		Purpose/Terms
Annual Incentive Award		•      Variable incentive tied to annual performance paid in the year subsequent tofollowing the performance year, which may be settled in cash, restricted stock or a combination thereof   •      Motivates our executive officersNEOs to achieve our short-term business objectives that drive long-term performance while providing flexibility to respond to opportunities and changing market conditions   •      An annual determination based upon a mix of company performance against pre-established performance goals a discretionary assessment by the Compensation Committee and individual performance

Type		Form		Purpose/Terms
Equity		Long-Term Equity Incentives—Incentive Awards •      Restricted Stock Awards		•      Variable long-term award made in the year subsequent tofollowing the performance year, with ratable vesting over three years, and with the ultimate realized value varying with our stock price   •      Grant date value is determined at the beginning of a year based upon our TDC analysis and TSR performance against peers through the end of the prior fiscal year   •      Motivates executive officersNEOs to achieve our business objectives by tying incentives to the performance of our stock over the long term; reinforces the link between the interests of our executive officersNEOs and our stockholders; and motivatessupports our executive officers to remain with usretention strategy by mitigating swings in incentive values during periods of high commodity price volatility
Retirement		401(k) Plan		•      Provides for pre-tax employee deferrals up to IRS approved limit and discretionary match   •      In 2014,2015, the Board approved a 50% match
		Deferred Compensation Plan		•      Provides for pre-tax employee deferrals for eligible employees, including our NEOs, to accumulate additional retirement savings
Other		Health and Welfare Benefits		•      Executive officers, including      NEOs are eligible to participate in the same health and welfare benefits available to all salaried employees generally
		Perquisites		•      Limited perquisites, including club memberships for certain NEOs responsible for business development and employee recruitment
		Severance and Change in Control Benefits		•      Provide for involuntary severance and change in control protection intended to retain executivesNEOs and to minimize distraction in the event of a corporate transaction

Rationale for Fiscal 20142015 Compensation

Under our compensation program,Historically TDC for our executive officers, including the NEOs is generallyhas been targeted at or near the percentile of the average of our one-year and three-year TSR performance relative to our Peer Group. For example, if the average of our one-year and three-year TSR (weighted equally) through the end of a given year is at the 40^th40th percentile relative to our Peer Group, the targeted TDC of our executive officers, including the NEOs, for that year will generally be set at or near the 40^th40th percentile of the market data.

The “market data” used for these purposes consists of the combination of compensation data provided by the Effective Compensation, Inc. (“ECI”) Annual Oil & Gas E&P Industry Compensation Survey for the given year and Peer Group proxy statement data. ECI Annual Oil & Gas E&P Industry Compensation Survey and Peer Group proxy statement data are combined (with the Peer Group data weighted 60% and the ECI Annual Oil & Gas E&P Industry Compensation Survey data weighted 40%)

to create the “market data” or “marketplace” referred to throughout our CD&A. Please read “—Alignment of Pay and Performance—Peer Group for Assessing Pay and Performance” below for more information. Where TDC is used in reference to market data, the timing of payment of incentive compensation by our peers may not align perfectly with our timing; however, we believe TDC provides

an accurate representation of market data for purposes of aligning the compensation of our executive officers, including our NEOs with our performance relative to the performance of other companies within our industry with which we compete for talent.

In establishing the applicable target TDC percentile for the NEOs for a given year, in addition to relative TSR performance, the Compensation Committee may also consider in its discretion absolute company performance on various financial and operating metrics and other strategic milestones, including without limitation growing reserves, positive results in hedging activity, changes in absolute stock performance, risk mitigation, managing lease operating expenses, acreage acquisitions and divestitures, changes in net asset value and new field discoveries. In addition, to strategic milestones, the Compensation Committee retains the discretion to consider competitive pressures, retention concerns, emerging industry trends, and individual executive performance in order to ensure our compensation program remains flexible and reactive to a volatile marketplace.

Generally, onceOnce the target TDC percentile is established for our NEOs for a given year, TDC ishas historically been allocated among the three TDC components set forth below as follows:

Having determined the target TDC percentile for a given performance year based on our relative TSR, theThe Compensation Committee assesses each executive’sNEO’s performance and contribution in terms of TDC relative to the marketplace in order to approve the TDC of our CEO and the other NEOs, and then setshas historically set the grant date fair value (determined in accordance with Financial Accounting Standards Board, Accounting Standards Codification (“FASB ASC”) Topic 718) of the actual long-term equity incentive compensation awards as TDC minus base salary rate and minus annual incentive compensation.awards. The annual incentive award is actually paid, and the long-term equity incentive award ishas then historically been granted, early in the year immediately following the relevant performance year.

For 2014,2015, in response to the challenges to the company from continued low commodity prices and market volatility, our enhanced focus on near-term performance objectives with the goal of creating sustainable, long-term value, and the dramatic reduction in available equity in our Stock Incentive Plan, the Compensation Committee determined we were a median performer, ending the year at roughly the 48^th percentile relative to our Peer Group with respect to average one-year and three-year TSR, and exercisedused its discretion not to set targetmake long-term incentive grants of time-vested restricted shares in 2016 for 2015 performance, which normally would have been included in our NEOs’ TDC for 2015. As a result, our NEOs’ TDC for 2015, as we historically have measured it, was well below our level of relative TSR performance, which was at the 50^th42.5th percentile of TDC reported infor 2015. For 2016, the market data, slightly above our relative TSR performance.

As discussed above, TDC under our executive compensation program emphasizes variable compensation. The Compensation Committee believes thatalso suspended the company’s historic annual incentive and long-term incentive programs and instead adopted a program emphasizing variable compensation motivates our executive officers, including our NEOs, to achieve our long-term business objectives by tying incentives to the achievement of our key financial andforward-looking performance objectives as reflected through our performance relative to our peers. Further, our emphasis on long-term equitycash incentive compensation reinforces the link between the interests of our executive officers and those of our stockholders. The chart below reflects the actual allocation of NEO TDC for 2014 between fixed and variable compensation.plan; please see “—2016 Compensation Decisions” in this CD&A, which explains in further detail this decision.

Alignment of Pay and Performance

Peer Group for Assessing Pay and Performance

In 2014,2015, the Compensation Committee used the following group of independent exploration and production companiesPeer Group in determining (1) the points earned for relative one-year TSR under our annual incentive compensation plan, (2) the average of our one-year and our three-year TSR performance relative to our peers for purposes of benchmarking target TDC, and (3) along with the ECI Annual Oil & Gas E&P Industry Compensation Survey for 2014 (the2015

(the “ECI 20142015 Survey”), the percentile targets for pay elements of TDC for our executive officers, including the NEOs. This collection of peer companies, inclusive of us, is referred to as our “Peer Group.” Where references are made throughout the CD&A to our TSR performance relative to our peers or our Peer Group, it is the collection of peer companies below that constitutes those peers.

Our Peer Group is developed taking into consideration peer company metrics such as asset size, revenues and enterprise value, similar strategies, comparability of asset portfolio and basins and availability of compensation data, with our 2014data. Our 2015 Peer Group consistingconsists of companies:

The Peer Group is periodically reviewed and updated by Pearl Meyer & Partners, LLC (“Pearl Meyer” or the “Compensation Consultant”), an independent compensation consultant engaged by the Compensation Committee, to ensure that the group is reasonable and remains appropriate for us and our compensation program. Decisions on any changes to the Peer Group are recommended by the Compensation Consultant and our CEO to the Compensation Committee before receiving final approval by the Board.

The 20142015 Peer Group is the same as the 20132014 Peer Group; however, EPL Oil & Gas, Inc. (“EPL”), which was one of the peer companies originally included in the 2014 Peer Group, was not included in the 2015 Peer Group because it was acquired by Energy XXI (Bermuda) Limited in mid- 2014.mid-2014. After consultation with the Compensation Consultant and the CEO, the Board and the Compensation Committee determined (i) to continue to include the 2014 data for EPL in the Peer Group analyses, (ii) that the twenty remaining companies in the 2014 Peer Group provided a sufficient amount of additional comparison data for 2014 and (iii) not to select a replacement company for purposes of constituting the remainder2015 Peer Group. In addition, Swift Energy Company filed for protection under Chapter 11 of 2014.the Bankruptcy code on December 31, 2015, but the Board and the Compensation Consultant have not yet determined whether to designate a replacement company for our 2016 Peer Group.

The Compensation Committee, our Board and our management understand the inherent limitations in using any peer group or data set. For example, there are fluctuations in survey participation from year to year, and we compete for executive talent with peers that are, in some cases, significantly larger than us. However, we believe we have established a sound review process that

seeks to mitigate these limitations, including taking into consideration differences and similarities between us and the companies in our Peer Group when referencing benchmarks for executive officer compensation, including that of our NEOs.NEO compensation. In connection with the Compensation Committee’s determinations of 20142015 compensation for our executive officers, including NEOs the Compensation Consultant provided the Compensation Committee with an analysis of prevailing compensation levels in the marketplace, including our industry peers, which analysis was adjusted for relative company size and revenue.

ECI 20142015 Survey Data for Assessing Pay and Performance

The ECI 20142015 Survey utilized by the Compensation Committee provided data for over 356355 jobs found in exploration and production firms in the United States. While participation varies from year to year, there were 121108 participants in ECI’s 20142015 Survey, and 1613 of the 2120 companies in our 20142015 Peer Group, including us, participated in the ECI 20142015 Survey.

Role of Compensation Committee and Executive OfficersManagement

The Compensation Committee is responsible for determining, with Board review, approval and adoption all compensation decisions for each of the NEOs, and approving TDC for all of our other executive officers.NEOs. The Compensation Committee’s approach is not formulaic but consists of both subjective and objective considerations. In determining compensation, theThe Compensation Committee considers our overall performance, including absolute operational and financial performance, and the overall performance of the executive officer team, including the role and relative contribution of each of its members. Each executive officer’sNEO’s impact during the year, and his or her overall value to the company, is assessed through evaluating long-term and current performance in the officer’s primary area of responsibility, strategic initiatives, leadership, market competition for the officer’s position and the officer’s role in succession planning and development and other intangible qualities that contribute to corporate and individual success.

In making compensation decisions for the executive officers, including the NEOs, the Compensation Committee relies, in part, on input from the CEO and our Senior Vice President—Human Resources, Communications and Administration (“SVPHR”), who provide information and make recommendations, as appropriate, concerning executive compensation. Input from management typically includes the following:

While the Compensation Committee considers it important to receive information and recommendations from the CEO, the SVPHR and the Compensation Consultant, on the contributions of and proposed TDC for the executive officers, including the NEOs, the Compensation Committeeit does not delegate these compensation decisions to the CEO, the SVPHR, the Compensation Consultant or any other party.

Role of the Compensation Consultant

The Compensation Committee may solicit input from an independent compensation consultant from time to time in making executive compensation decisions. In general, the role of our outside compensation consultant is to assist the Compensation Committee in analyzing executive pay packages and understanding our financial measures relating to compensation, but the Compensation Committee is under no obligation to follow the advice or recommendations of any compensation consultant.

The Compensation Committee has the sole authority to hire independent compensation consultants and, for 2014,2015, the Compensation Committee’s decided to engageCommittee engaged Pearl Meyer directly as its independent compensation consultant. In 2014, theThe Compensation Committee solicited input from Pearl Meyer regarding compensation practices within our Peer Group, within the oil and gas marketplace and within the broader general industry marketplace for the United States. Pearl Meyer also assists the Compensation Committee by preparing reports regarding TDC for our executive officers, including the NEOs, and within the marketplace, and TSR both with respect to the performance of our stock and the stock of our Peer Group.Group, as well as reviews and recommendations regarding pay practices and programs for executives and directors.

The Compensation Committee regularly reviews the services provided by its outside consultant and believes that Pearl Meyer is independent under applicable SEC rules in providing executive compensation consulting services. In making this determination, the Committee noted that during fiscal 2014:2015:

The Compensation Committee continues to monitor the independence of the Compensation Consultant on a periodic basis.

Components of 20142015 Executive Compensation

Our 2014 executive compensation program used a mix of fixed and variable compensation elements and provided alignment with both short- and long-term business goals through annual and long-term incentives. A significant percentage of TDC was allocated to incentive-based compensation in accordance with our compensation philosophy. However, we did not follow a strict formula in setting TDC or in determining each element of an executive officer’s TDC. In addition to the TDC components, total compensation for our NEOs for 2014 included perquisites and benefits under other plans and programs we maintain. The individual elements of TDC are described in more detail below.

Base Salary

While the Compensation Committee believes it is crucial to provide salaries within a competitive market range in order to attract and retain personnel who are highly talented, the Compensation

Committee has historically adhered to a philosophy of generally providing more conservative base salaries, as compared to the competitive market, in combination with more aggressive incentive compensation opportunities in order to strongly emphasize pay-for-performance. This approach has generally resulted in salaries for our NEOs targeted at the 25^th25th percentile of our market data.

Executive officer baseBase salaries are primarily based on job responsibilities and individual contributions. We identify analogous base salary levels of executives in the market data based on each officer’s level of responsibility, leadership role, tenure and contribution to our success and profitability. The Compensation Committee reviews executive officer base salaries on an annual basis and adjusts them if they deviate substantially from the market data or other changes or circumstances warrant a revision. These base salary levels are also reviewed by the Compensation Committee in determining severance and change in control benefits.

Considering the recommendations of the CEO (as to executives other than himself) and as approved by the Compensation Committee, on February 20, 2014,19, 2015, the Board approved and adopted an increase in the base salaries of our NEOs to the levels set forth below for the remainder of the 2015 year as set forth in the table below. The 2015 base salaries for our CEO and our Chief Financial Officer were maintained at the same level as their respective 2014 year, effective asbase salaries. The 2015 base salaries for the other NEOs were increased modestly over 2014 base salaries to account for the promotions of March 1, 2014. The increases were dueMessrs. Seilhan and Leonard from Vice President to a combination of factors, including (1) Peer GroupSenior Vice President and the relevant market data (2) success in achieving 2013at the 25th percentile being the target for our NEOs’ base salaries, our operational and strategic goals,performance in 2014, and (3) the individual responsibilities and performance of the executives.

Annual Incentive Compensation

Our 2005 Annual Incentive Compensation Plan (the “Annual Incentive Plan”) provides for annual incentive compensation to our executive officers, includinggives the NEOs an opportunity to earn performance-based incentive awards, which awards may be settled in cash or restricted stock or a combination thereof as determined by the Compensation Committee. The Compensation Committee is responsible for determining the participants, performance criteria to be used, award levels, allocation and form of payment of incentive awards. Any allocated incentives are awarded to individuals including executive officers, based upon a combination of company and individual performance factors. The overall objective of the Annual Incentive Plan is to provide a strong

motivational tool for our officers and other employees to achieve pre-established company performance targets for a given performance year. Regardless of the performance on any of the objectives, the Board has the authority to suspend or eliminate payment of annual incentive compensation for any year if it determines that, in its sole discretion, business conditions or other factors indicate that is in our best interests.

Targets are a combination of (1) fixed objectives set at the beginning of the performance year and (2) a Compensation Committee discretionary component that is determined after the end of the performance year. For the 20142015 performance year, the Compensation Committee’s assessment of our performance under the annual incentive compensation programAnnual Incentive Plan was based on 80%75% fixed quantitative targets, which consisted of both absolute and relative company performance on certain metrics, and a 20%25% discretionary component, exercisablewhich is evaluated by the Compensation Committee and the Board. The discretionary component is subjective and encompasses a broader range of criteria, including subjective and objective performance criteria. AmountsAny amounts that are earned pursuant to the fixed performance-based components are disclosed within the Summary Compensation Table as “Non-Equity“Non-

Equity Incentive Plan Compensation,” while any amounts earned pursuant to the discretionary component are disclosed as “Bonus” awards within the Summary Compensation Table. In December 2013, theThe Compensation Committee approved the following 20142015 performance measures for the 2015 program and their relative weighting:

For 2015, the Compensation Committee approved certain changes in the performance measures and associated goals used in 2014 in order to better support the company’s strategies and objectives going into 2015, including to reflect our focus on preserving capital, maintaining a healthy balance sheet, optimizing our portfolio of opportunities and ensuring the ability to respond quickly and appropriately to further changes in commodity prices and the macro-environment. As a result:

drilling in 2015, the importance of the company’s focus on maintaining liquidity and the strength of our balance sheet to maximize the value of the enterprise and well-position the company for positive long-term performance, and the overall more challenging industry environment within which we felt relative outperformance increased in importance.

For certain changes made to the performance metrics under the 2016 Annual Incentive Plan, please see “—2016 Compensation Decisions” in this CD&A.

The Compensation Committee established, and the Board approved and adopted, the following 20142015 goals for each of the adopted performance measures under the Annual Incentive Plan for 2014,2015, and as of year-end 20142015 we performed as follows on these goals:

Of the foregoing performance measures, the 2014 goals for the EBITDA measure were approved by the Compensation Committee and the Board in December 2013 at the following levels, subject to these levels being reduced if the company was successful in selling its non-core GOM conventional shelf properties: (i) $420 million for the minimum, (ii) $460 million for the target and (iii) $510 million for the stretch. These 2014 goals approved in December 2013 were lower than the 2013 EBITDA goals because of concluded and soon- to- be concluded dispositions of non-core assets, but were not reflective of a potential sale of non-core GOM conventional shelf properties. As noted above in “2014 Corporate Performance Highlights,” we completed the sale of non-core GOM conventional shelf properties in July 2014, and as a result approximately 13% of our total production volumes at year-end 2014 were sold. The 2014 goals for the EBITDA performance measure were reduced $20 million each to the goals noted in the table above to account for the sale of these non-core producing properties, with approval of the Compensation Committee and the Board.

Achieving or exceeding the “stretch” performance goal for a measure earns the maximum points ascribed to such measure, with the sum of the maximum points that may be earned for achieving the stretch performance goal on all measures equaling 200 points. The Compensation Committee believes the stretch performance goal for each measure should be difficult but highly advantageous for us to achieve. No points are earned for a performance measure if less than the minimum performance goal for such measure is achieved. Resultsachieved.Results achieved between the minimum and target performance goals

and the target and maximum, or stretch, performance goals are linearly interpolated between points. To the extent that performance goals are met, points are earned and awarded, as determined by the Compensation Committee, towards the total 20142015 annual incentive compensation pool from which annual incentive compensation awards are determined.

The potential points and the actual points earned for fiscal 20142015 for each of the performance measures, as well as theany discretionary points awarded, are set forth in the table below. In 2014,2015, the target annual incentive compensation opportunity for each NEO remained the same as in 2014 and was (1) 100% of the NEO’s 20142015 annualized base salary (120% for our CEO) for performance at the target goal for each performance measure (which includes an award of the target 2025 points for the discretionary component), and (2) 200% of the NEO’s 20142015 annualized base salary (240% for our CEO) for performance at the maximum, or stretch, goal for each performance measure (which includes an award of the stretch 4050 points for the discretionary component). In other words, each point reflected in the table below effectively represents one percentage point (1.2 percentage points in the case of our CEO) of annualized base salary.

		Total Potential Points												Actual Earned Points NEOs
Measure		Minimum				Target				Maximum
Relative Stock Performance			0				30				60				0
EBITDA			0				30				60				10
Drilling Additions of Proved Reserves			0				10				20				0
HSE Performance			0				5				10				10
Discretionary			0				25				50				0
Total			0				100				200				20

Annual Incentive Compensation Paid for Fiscal 20142015 Performance

Each NEO’s actual 20142015 annual incentive compensation payment was significantly less than the potential target opportunity as a result of our earningthe Compensation Committee’s determination that we earned a total of 8920 points (less than(out of the target total 100 potential points, including the discretionary component) due to (1) our aggregate actual performance being slightly abovebelow target for the combined four objective performance measures, and (2) the Compensation Committee’s determination, approved by the Board, that no points be awarded under the discretionary component, based upon the recommendation of the CEO and reflecting the challenging industry and commodity price environment faced by the company during the final quarter of 2014throughout 2015 and headingcontinuing into 2015. Further,2016. In addition, the Compensation Committee determined, as approved byreduced the Board, thatCEO’s award to 100% of the 2014 annual incentive compensation payment for our CEO would be settled partly in cash and partly through an awardtotal 20 points earned instead of restricted stock on the same vesting schedule and other terms as his award of long-term equity incentive compensation in recognition of 2014 performance (granted in March 2015). This determination was made in the interest of further aligning our CEO with the interests of our stockholders over the long-term and consistent with the company’s increased focus on liquidity and conserving cash in this period of volatile commodity prices.120%, or 24 points. The full amount of the 20142015 annual incentive compensation award (including the portion settled in the form of restricted stock awards) is disclosed within the Summary Compensation Table as “Non-Equity Incentive Plan Compensation” for 2014.2015.

Based on the Compensation Committee’s determinations, approved and adopted by the Board, the annual incentive compensation awards for the NEOs based on fiscal 20142015 performance were as follows compared against their target annual incentive compensation opportunity:

Long-Term Incentive Compensation

Annual IncentiveThe Compensation for Fiscal 2015 Performance

In December 2014, the Compensation Committee adopted, and the Board approved and adopted,determined that it was in the following performance measures, and associated minimum, target and stretch goals,best long-term interest of the company to be used to determinesuspend the annualcompany’s historic long-term incentive compensation poolprogram for 2015:

The Compensation Committee approved changes in the performance measures and associated goals for use in 2015 to better support the company’s current strategies and objectives, including to

reflect our focus in 2015 on preserving capital, maintaining a healthy balance sheet, optimizing our portfolio of opportunities and ensuring the ability to respond quickly and appropriately to improvements in commodity prices and the macro-environment as they occur.2015. As a result, the 2014 measure of “Proved Reserves Growth” has been changedno long-term incentive compensation awards were made to “Drilling Additions of Proved Reserves,” and the total potential points that may be earned for this measure have been reduced to 10 points for the target goal and 20 points for the maximum goal. In addition, for each of the “Relative Stock Performance” and “EBITDA” performance measures, the total potential points that may be earned for each have increased to 30 points for the target goal and 60 points for the maximum goal, reflecting the decrease in planned capital expenditures for drilling in 2015. The goals for the 2015 EBITDA performance measures are lower than the 2014 EBITDA goals primarily due to a significantly lower commodity price environment, and have been set to levels that reflect (i) at the target goal, our estimated productionany NEO for 2015 using December 2014 forward strip commodity prices, (ii) at the minimum goal, the same estimated production level but a $10 declineperformance. Please see “—2016 Compensation Decisions” in the pricethis CD&A, which explains in further detail this decision.

Historically, awards of oil and $0.50 decline in the price of natural gas, and (iii) at the maximum goal, exceeding the target goal estimated production by 10% and an increase of $10 in the price of oil and of $0.50 in the price of natural gas. We have also broadened our safety performance measures for 2015 to include not only personal safety as reflected by total recordable incident rate, the measure used in 2014, but also environmental safety, as measured by reported spills of hydrocarbons, and compliance safety as measured by fines or penalties paid to state or federal regulatory agencies. Finally, the points potentially available under the discretionary component were increased (to 20 points at the target goal and from 40 points to 50 points at the maximum goal) to afford the Compensation Committee greater ability to ensure that annuallong-term incentive compensation that may be awarded for 2015 performance is properly aligned with the company’s actual performance in 2015, taking into consideration all factors including the macro-environment.

Long-Term Equity Incentive Compensation

Awards of long-term equity incentive compensation arehave been intended to provide a substantial forward-looking incentive to our executive officersNEOs that:

Long-term equity incentive awards with respect to a given year areyear’s performance have typically been granted to our executive officers in the form of restricted stock awardsNEOs in the first quarter of the following year. In determining the value of long-term equity incentive compensation awards for each of our executive officers, including the NEOs with respect to a given year,for prior years, the Compensation Committee determinesdetermined and approvesapproved (1) the target TDC percentile based on the average of our one- and three-year TSR performance (weighted equally, and relative (on a percentile basis) to the same TSR calculation for our Peer Group companies (as previously described under “Rationale for Fiscal 20142015 Compensation”)), (2) the TDC and base salary rate for each of our NEOs and (3) the total points and dollar value awarded for each NEO’s annual incentive compensation award for the applicable year in accordance with the Committee’s determination and our Annual Incentive Plan. The grant date fair value (determined in accordance with FASB ASC Topic 718) for each NEO’s long-term equity incentive compensation award iswas then determined by subtracting the NEO’s base salary rate and annual incentive compensation award from the NEO’s TDC amount. In addition, in establishing the grant date fair value of an executive officer’seach NEO’s long-term equity incentive compensation, the Compensation Committee may also considerconsidered other subjective factors, including an individual executive’sindividual’s performance against strategic milestones such as positive results in growing reserves, hedging activity, liquidity, risk mitigation, health, safety, environmental and regulatory targets, acreage acquisition, new field