If your shares are held in street name, you will receive instructions from the holder of record that you must follow in order for your shares to be voted. Internet and/or telephone voting will also be offered to stockholders owning shares through most banks and brokers.

Revoking Your Proxy.Proxy. You may revoke your proxy in writing at any time before it is exercised at the Annual Meeting by: (i) delivering to the Corporate Secretary of the Company a written notice of the revocation; (ii) signing, dating and delivering to the Corporate Secretary of the Company a proxy with a later date; or (iii) attending the Annual Meeting and voting your shares in person. Your attendance at the Annual Meeting will not revoke your proxy unless you give written notice of revocation to the Corporate Secretary of the Company before your proxy is exercised or unless you vote your shares in person at the Annual Meeting before your proxy is exercised.

Solicitation Expenses.Expenses. The cost of preparing, printing, assembling, and mailing the Proxy Materials and our Annual Report, as well as the reasonable cost of forwarding solicitation materials to the beneficial owners of shares of our common stock, and other costs of solicitation, will be exclusively borne by us. Brokerage houses and other custodians, nominees, and fiduciaries will, in connection with shares of our common stock registered in their names, be requested to forward solicitation material to the beneficial owners of such shares of our common stock. We have not incurred any solicitation expenses in excess of the amount typical for a solicitation of proxies for a non-contested election of directors. In addition to solicitation by mail, our directors, officers, and employees may solicit proxies personally or by telephone, e-mail, facsimile, or other means, without additional compensation. Wages of regular employees and officers are not considered to be expenses incurred with respect to the solicitation of proxies.

Copies of the Annual Report.Report. Upon written request, we will provide any stockholder, without charge, a copy of our Annual Report. Stockholders should direct requests to Christopher K. Hulburt,Paul M. Johnston, Executive Vice President, SecretaryGeneral Counsel and General Counsel,Corporate Secretary, at our principal executive offices, 2121 Old Gatesburg Road,122 West John Carpenter Freeway, Suite 110, State College, Pennsylvania 16803.300, Irving, Texas 75039. Copies of our Annual Report, the Form 10-K, and the exhibits thereto, are also available at www.sec.gov,, a website maintained by the SEC which contains reports, proxy statements, and other information regarding registrants, including us.

PRINCIPAL STOCKHOLDERS

Beneficial Ownership

The following table sets forth information with respect to the beneficial ownership of our common stock as of MarchApril 22, 20172020 by:

As of MarchApril 22, 2017, approximately 262,239,9782020, 35,809,285 shares of our common stock were outstanding.

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Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the common stock. Except as otherwise indicated, each person or entity named in the table has sole voting and investment power with respect to all shares of our capital shown as beneficially owned, subject to applicable community property laws.  Unless otherwise noted, the mailing address of each person or entity named in the table below is c/o EclipseMontage Resources Corporation, 2121 Old Gatesburg Road,122 West John Carpenter Freeway, Suite 110, State College, Pennsylvania 16803.300, Irving, Texas 75039.

* Less than 1%

(1) Includes shares held by EnCap Energy Capital Fund VIII, L.P. (“EnCap Fund VIII”), EnCap Energy Capital Fund VIII Co-Investors, L.P. (“EnCap Fund VIII Co-Invest”) and EnCap Energy Capital Fund IX, L.P. (“EnCap Fund IX” and, together with EnCap Fund VIII and EnCap Fund VIII Co-Invest, the “EnCap Funds”). EnCap Partners, LLC (“EnCap Partners”), through its indirect control of the sole general partners of the EnCap Funds, shares the power to vote or to direct the vote and to dispose or to direct the disposition of the shares of common stock held by the EnCap Funds. The business address for EnCap Partners and the EnCap Funds is 1100 Louisiana Street, Suite 4900, Houston, Texas 77002. Messrs. Philips, Zorich, Swanson and Burroughs serve in various functions and capacities for EnCap.  Please see each director’s biographical information under “Directors and Executive Officers—Nominees and Continuing Directors” for more information.5

(2) Includes shares that are held directly by Benjamin W. Hulburt and shares held by The Hulburt Family II Limited Partnership, which is controlled by Benjamin W. Hulburt.

ITEM ONE:  ELECTIONELECTION OF DIRECTORS

The Board has nominated the seven individuals named below for election as directors of the Company, has classified its Board into three classes. Directors in each class areof whom is presently a member of the Board.  If elected, to serveeach of the nominees will hold office for three-year termsa one-year term expiring at the Company’s 2021 annual meeting of stockholders and until either they are re-elected or their successors arehis successor is elected and qualified or until theirhis earlier death, resignation or removal. Each year, the directors of one class stand for re-election as their terms of office expire. The Board has nominated the following individuals for election as Class III directors of the Company with their terms to expire at the Company’s 2020 annual meeting of stockholders or until their earlier resignation or removal:

Benjamin W. Hulburt

Richard D. PatersonRandall M. Albert

Mark E. Burroughs, Jr.

Messrs. Benjamin W. Hulburt,Don Dimitrievich

Richard D. Paterson and Burroughs currently serve as Class III directors

D. Martin Phillips

John K. Reinhart

Douglas E. Swanson, Jr.

Biographical information of the Company. Their biographical informationour nominees is contained in “Directors and Executive Officers” below.

Each of the nominees has consented to being named in this Proxy Statement and to serve as a director if elected.  The Board has no reason to believe that any of its nominees will be unable or unwilling to serve if elected. If a nominee becomes unable or unwilling to accept nomination or election, either the number of the Company’s directors will be reduced or the persons acting under your proxy will vote for the election of a substitute nominee thatselected by the Board.

On March 5, 2020, Eugene I. Davis and Robert L. Zorich, who are currently directors of the Company, notified the Board nominates.that they would not stand for re-election as directors of the Company at the end of their current terms, which will expire at the Annual Meeting. Accordingly, the Board did not nominate Mr. Davis or Mr. Zorich for re-election as a director of the Company at the Annual Meeting and, effective as of the date of the Annual Meeting, reduced the size of the Board from nine to seven directors.  

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES.

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DIRECTORS AND EXECUTIVEEXECUTIVE OFFICERS

Director Nominees and Continuing DirectorsExecutive Officers

Unless otherwise directed in your proxy, it is the intention of the persons named in such proxy to vote the shares represented by such proxy for the election of each of the following nominees as a member of the Board, each to hold office untilfor a one-year term expiring at the Company’s 2021 annual meeting of our stockholders to be held in 2020 and until his or her successor is dulyelected and qualified and elected or until his or her earlier death, resignation or removal. Messrs. Benjamin Hulburt, Paterson and BurroughsThe director nominees listed below are presently members of the Board.

Biographical Information

Set forth below is the background, business experience, attributes, qualifications, and skills of the Company’s director nominees and executive officers, directors and director nominees.officers. Executive officers serve at the discretion of the Board. See “Board of Directors and Committees—Stockholders Agreement” for a description of certain actions we and our principal stockholders have agreed to take to cause certain individuals designated by our principal stockholders to become members of our Board.

Director Nominees for Election for Three-Year Terms Expiring at the 2020 Annual Meeting:

Benjamin W. HulburtRandall M. Albert co-founded Eclipse Resources in January 2011 and has served as our Chief Executive Officer, President anda member of our boardBoard since our inception. He has also servedJune 2014 and as the Chairman of the board of directors of Eclipse Resources CorporationBoard since its inception. Prior to co-founding Eclipse Resources,December 2019. Mr. HulburtAlbert served as the Chief ExecutiveOperating Officer of the Gas Division of CONSOL Energy Inc., a producer of coal and natural gas (“CONSOL”), from 2010 until January 2014. From 2005 until 2010, he was the operational leader of CONSOL’s gas business in Northern Appalachia. Mr. Albert began working for CONSOL in 1979 and was selected to lead the operation of its coalbed methane gas business in Southern Appalachia in 1985. He is a board member of Wellsite Fishing and Rentals, and an Advisory Board member to Gas Field Services and Black Bay Energy Capital and served as a founding advisory member of the board and chairman of directors of Rex Energy, an independent oilthe Marcellus Shale Coalition. Additionally, he currently serves on the advisory board for the Virginia Tech Mining Engineering Department. Mr. Albert is a Registered Professional Engineer in Virginia and gas explorationWest Virginia and production company with operations in the Appalachian and Illinois Basins within the United States, from March 2007 to October 2010. He also served as President of Rex Energy from February 2008 until October 2010. Mr. Hulburt co-founded Rex Energy in 2001 and led Rex Energy through its initial public offering in 2007. Prior to Rex Energy’s initial public offering, Mr. Hulburt served as the Chief Executive Officer of Rex Energy Operating Corp. from October 2006 until October 2010, and as the President of Rex Energy Operating Corp. from March 2004 until October 2006. Mr. Hulburt also served as the Chief Financial Officer of Douglas Oil & Gas Limited Partnership, an affiliate of Rex Energy, from January 2001 until February 2004. Prior to November 2000, Mr. Hulburt served on active duty asholds a commissioned officer in the United States Army for four years, leaving the service holding the rank of Captain. Mr. Hulburt received his Bachelor of ScienceB.S. degree in FinanceMining Engineering from The PennsylvaniaVirginia Polytechnic Institute and State University. He isUniversity, where in 2016 Mr. Albert was inducted into the brotherAcademy of Christopher K. Hulburt.Engineering Excellence, the highest honor bestowed on College of Engineering graduates at Virginia Tech.

The Board believesWe believe that Mr. HulburtAlbert should continue to serve as a member of the Board due to his perspective and experience as our co-founder, Chief Executive Officer and President and his considerable leadership, financialsubstantial executive and operational experience within the natural gas industry, particularly with respect to the Appalachia Basin.

Mark E. Burroughs, Jr. has served as a member of our Board since January 2011. He currently serves as a Managing Director of EnCap. Prior to joining EnCap in March 2007, Mr. Burroughs spent four years working in UBS Investment Bank’s Global Energy Group. Prior to joining UBS Investment Bank, Mr. Burroughs spent three years at both publicSanders Morris Harris, Inc., an investment banking firm in Houston, Texas. He received an M.B.A. from the Jesse H.

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Jones School of Management at Rice University and privatea B.A. in Economics from The University of Texas at Austin. Mr. Burroughs serves on the board of several EnCap portfolio companies as well as Frontier Tubular Solutions. He is also a member of the Houston Producers’ Forum and the Independent Petroleum Association of America.

We believe that Mr. Burroughs should continue to serve as a member of the Board due to his extensive experience in the oil and gas exploration and production industry.industry as well as his experience as an investment banker, which will enable Mr. Burroughs to provide the Board with insight and advice on a full range of business, strategic and financial matters.

Don Dimitrievich has served as a member of our Board since the consummation of our business combination transaction with Blue Ridge in February 2019. He previously served as a director of Blue Ridge since May 2016. Mr. Dimitrievich currently is a Managing Director at HPS Investment Partners, LLC and is responsible for the energy and power portfolio. Prior to joining HPS in 2012, Mr. Dimitrievich was a Managing Director of Citi Credit Opportunities, a credit-focused principal investment group. At Citi Credit Opportunities, Mr. Dimitrievich oversaw the energy and power portfolio and invested in mezzanine, special situation and equity co-investments and secondary market opportunities. Prior to joining Citi, Mr. Dimitrievich worked in the New York office of Skadden, Arps, Slate, Meagher & Flom LLP from 1998 to 2004 focusing on energy M&A and capital markets transactions. Mr. Dimitrievich has a law degree Magna Cum Laude from McGill University in Montreal, Canada and earned a chemical engineering degree with Great Distinction from Queen’s University in Kingston, Canada. Mr. Dimitrievich currently serves on the boards of directors of the following companies: Alta Mesa Resources, Inc., Expro International Group Holdings Ltd., Glacier Oil & Gas Corp., Marquis Resources, LLC and Upstream Exploration Holdings LLC.

We believe that Mr. Dimitrievich should continue to serve as a member of the Board because of his substantial mergers and acquisitions, financing and investing experience in the energy and power industry, as well as his previous experience as a director of Blue Ridge.  HPS and its managed funds and accounts own or control approximately 919,864 shares of our common stock, representing approximately 2.57% of our shares of common stock outstanding as of April 22, 2020.

Richard D. Paterson has served as a member of our boardBoard since June 2014. Mr. Paterson retired from PricewaterhouseCoopers LLP, an international network of auditors, tax and business consultants (“PwC”), in June 2011 after 37 years of service. Most recently, he served as PwC’s Global Leader of its Consumer, Industrial Products and Services Practices (comprising the Automotive, Consumer and Retail, Energy, Utilities and Mining, Industrial Products, Pharmaceutical and Health Industries Sectors) and also as Managing Partner of its Houston Office and U.S. Energy Practice. From 2001 to 2010, Mr. Paterson was PwC’s Global Leader of its Energy, Utilities and Mining Practice. From 1997 to 2001, Mr. Paterson led PwC’s Energy Practice for Europe, Middle East and Africa.  During the aforementioned time periods, Mr. Paterson also was responsible for the audits of numerous PwC clients, principally in the energy sector. He began his career with PwC in 1974 and was admitted as a partner of PwC in 1987. Mr. Paterson serves on the board and as a member of the audit committee of Teekay GP L.L.C.  Teekay GP L.L.C. is the general partner of Teekay LNG Partners, L.P., a large independent owner and operator of LNG carriers.  Previously, Mr. Paterson served (i) on the board and as a member of the audit committee, nominating committee and governance and conflicts committees of Teekay Tankers Ltd. until his appointment as a director of Teekay GP L.L.C. on May 29, 2019; (ii) as lead independent director, a memberchair of the governance committee and a member of the audit committee (chairman of audit committee from 2012 to 2015) of Parker Drilling Company until March 26, 2019;  (iii) as a providermember of contract drilling and drilling related services and rental tools to the energy industry. He also serves on the board chairand as chairman of the audit committee of Tidewater, Inc. until July 31, 2017; and (iv) as a member of the finance committee of Tidewater, Inc., a provider of marine services to the energy industry.  He also serves on the board and as chairchairman of the audit and compliance committee of Saipen Canada, Inc., a non-public company.  Previously, he served on the board and as chairman of the audit committee of Zaff GP LLC, a private equity fund investing in emerging markets with a focus on the energy, infrastructure and real estate sectors.company, until September 30, 2017. Mr. Paterson is a former member of the National Association of Corporate Directors.

Mr. Paterson also previously served as a board member of the U.S./Russia Business Council and the U.S. Energy Association. Mr. Paterson received a B.A. in Marketing and an M.B.A. in Accounting from Michigan State University. He is also a Certified Public Accountant.

The Board believesWe believe that Mr. Paterson should continue to serve as a member of the Board due to his extensive knowledge of the energy industry and his significantsubstantial expertise in capital markets, corporate governance matters and the preparation and review of financial statements and disclosures.

Mark E. Burroughs, Jr.8

D. Martin Phillips has served as a member of our board since January 2011. He currently serves as a Managing Director of EnCap. Prior to joining EnCap in March 2007, Mr. Burroughs spent four years working in UBS Investment Bank’s Global Energy Group. Prior to joining UBS Investment Bank, Mr. Burroughs spent three years at Sanders Morris Harris, Inc., an investment banking firm in Houston, Texas. He received an M.B.A. from the Jesse H. Jones School of Management at Rice University and a B.A. in Economics from The University of Texas at Austin. Mr. Burroughs serves on the board of several EnCap portfolio companies as well as Frontier Tubular Solutions. He is also a member of the Houston Producers’ Forum and the Independent Petroleum Association of America.

The Board believes that Mr. Burroughs should serve as a member of the Board due to his extensive experience in the oil and gas exploration and production industry as well as his experience as an investment banker, which will enable Mr. Burroughs to provide the Board with insight and advice on a full range of business, strategic and financial matters.

Directors Continuing in Office Until the 2019 Annual Meeting:

Robert L. Zorich has served as a member of our board since January 2011. He is the co-founder of EnCap and currently serves as a Managing Partner. Prior to co-founding EnCap, Mr. Zorich was a Senior Vice President of Trust Company of the West, a privately-held pension fund management company, where he was in charge of its Houston office. Prior to joining Trust Company of the West, Mr. Zorich co-founded MAZE Exploration, Inc., an oil and gas exploration, development and reserve acquisition company, where he served as its Co-Chief Executive Officer. During the first seven years of Mr. Zorich’s career, he was a Vice President and Division Manager in the Energy Department of Republic Bank. Approximately half of his tenure with Republic Bank was spent managing Republic Bank’s energy office in London, where he assembled a number of major project financings for development in the North Sea. Mr. Zorich received his B.A. in Economics from the University of California at Santa

Barbara. He also received a Master’s Degree in International Management (with distinction) in 1974 from the American Graduate School of International Management in Phoenix, Arizona. Mr. Zorich serves on the board of several EnCap portfolio companies and is a member of the Independent Petroleum Association of America, the Houston Producers’ Forum and Texas Independent Producers and Royalty Owners Association. Mr. Zorich currently serves on the board of directors of Earthstone Energy, Inc., a publicly traded independent oil and gas exploration company. Mr. Zorich also served on the board of Oasis Petroleum Inc. and its predecessor entities from March 2007 until March 2012.

The Board believes that Mr. Zorich should serve as a member of the Board due to his significant experience with energy companies and investments and broad knowledge of the oil and gas industry.

Joseph C. Winkler, III has served as a member of our board since June 2014. Mr. Winkler served as Chairman and Chief Executive Officer of Complete Production Services, Inc., a provider of specialized oil and gas services and equipment in North America (“Complete”), from March 2007 until February 2012, at which time Complete was acquired by Superior Energy Services, Inc. From June 2005 to March 2007, Mr. Winkler served as Complete’s President and Chief Executive Officer. Prior to that, from March 2005 until June 2005, Mr. Winkler served as the Executive Vice President and Chief Operating Officer of National Oilwell Varco, Inc., an oilfield capital equipment and services company, and from May 2003 until March 2005, as the President and Chief Operating Officer of such company’s predecessor, Varco International, Inc. (“Varco”). From April 1996 until May 2003, Mr. Winkler served in various other capacities with Varco and its predecessor, including Executive Vice President and Chief Financial Officer. From 1993 to April 1996, Mr. Winkler served as the Chief Financial Officer of D.O.S., Ltd., a privately held provider of solids control equipment and services and coil tubing equipment to the oil and gas industry, which was acquired by Varco in April 1996. Prior to joining D.O.S., Ltd., Mr. Winkler served as Chief Financial Officer of Baker Hughes INTEQ, and served in a similar role for various companies owned by Baker Hughes Incorporated, including Eastman/Telco and Milpark Drilling Fluids. Mr. Winkler serves on the board and as chairman of the audit and conflicts committee of the general partner of Hi-Crush Partners LP, an integrated producer, transporter, marketer and distributor of a specialized mineral used to enhance production in oil and natural gas wells. Mr. Winkler also serves on the board and as a member of the finance committee and compensation committee of Commercial Metals Company, a vertically integrated steel company. Mr. Winkler also serves on the board and audit committee of Tetra Technologies Inc., a diversified oil and gas services company. Mr. Winkler previously served on the board and as a member of the compensation and nominating and governance committees of Dresser-Rand Group, Inc., a provider of rating equipment solutions, until being acquired by Siemens AG in July 2015. Mr. Winkler received a B.S. degree in Accounting from Louisiana State University.

The Board believes that Mr. Winkler should serve as a member of the Board due to his extensive operational, financial, international and capital markets experience, a significant portion of which was with publicly-traded companies in the oil and gas industry.

Christopher K. Hulburt co-founded Eclipse Resources in January 2011 and has served as our Executive Vice President, Secretary and General Counsel and a member of our board since our inception. Prior to co-founding Eclipse Resources, Mr. Hulburt served as the Executive Vice President, Secretary and General Counsel of Rex Energy. Mr. Hulburt had previously served as the Vice President, Secretary and General Counsel for each of the predecessor companies of Rex Energy since April 2005. From January 2001 until April 2005, Mr. Hulburt was a senior associate for the law firm of Hodgson Russ LLP in its corporate and securities practice group. Before joining Hodgson Russ, he served as a commissioned officer in the U.S. Army’s Judge Advocate General’s Corps as a military prosecutor beginning in January 1997, and, in his last two years of service, also held the position of Special Assistant United States Attorney for the U.S. Department of Justice. Mr. Hulburt received his Bachelor’s degree in History/Education from Niagara University and his law degree from Western New England College School of Law. Mr. Hulburt is the brother of Benjamin W. Hulburt.

The Board believes that Mr. Hulburt should serve as a member of the Board due to his perspective and experience as our co-founder, Executive Vice President, Secretary and General Counsel and his considerable legal experience at both public and private companies in the oil and gas exploration and production industry.

Directors Continuing in Office Until the 2018 Annual Meeting:

D. Martin Phillips has served as a member of our board since January 2011. He currently serves as a Managing Partner of EnCap. Prior to joining EnCap in 1989, Mr. Phillips served as a Senior Vice President in the Energy Banking Group of NationsBank in Dallas, Texas. In his capacity as Manager of the U.S./International Division of NationsBank from 1987 to 1989, he had responsibility for credit commitments to a broad spectrum of energy-related companies. Mr. Phillips began his career in 1978 with Republic Bank and served in various senior energy banking positions, including Vice President and Manager of Republic Bank’s energy loan production office in Denver, from 1980 to 1985, and Senior Vice President and Division Manager in Republic Bank’s Houston office from 1986 to 1987. Mr. Phillips holds M.B.A. and B.S. degrees from Louisiana State University. He is a member of the LSU College of Business Hall of Distinction. Mr. Phillips also attended the Stonier Graduate School of Banking at Rutgers University. Mr. Phillips serves on the board of several EnCap portfolio companies and is a member of the Independent Petroleum Association of America, the American Petroleum Institute and the Houston Producers’ Forum.

The Board believesWe believe that Mr. Phillips should continue to serve as a member of the Board due to his significantsubstantial experience with energy companies and investments and broad knowledge of the oil and gas industry.

John K. Reinhart has served as our President and Chief Executive Officer and as a member of our Board since the consummation of our business combination transaction with Blue Ridge in February 2019.  He previously served as President and Chief Executive Officer and a director of Blue Ridge since September 2016. Before joining Blue Ridge, Mr. Reinhart served as Executive Vice President and Chief Operations Officer of Ascent Resources, LLC from September 2014 to April 2016.  He served as Senior Vice President—Operations & Technical Services for Chesapeake Energy Corporation from August 2013 to September 2014, leading over 1,400 employees in support of Chesapeake’s corporate development programs. Prior to that time, he served as Chesapeake’s Vice President—Operations, Eastern Division from February 2009 to August 2013, overseeing Chesapeake’s operations and development activities in the Marcellus and Utica Shales.  Mr. Reinhart joined Chesapeake in 2005 and initially held key positions in engineering and asset management in the Mid-Continent region and also established and managed the corporate Engineering Technology Group, which supported corporate operations as technical advisors specializing in facilities, completions, drilling, artificial lift and chemical optimization. Before joining Chesapeake, Mr. Reinhart worked for Schlumberger from 1994 to 2005, where he held positions of increasing responsibility in technical, operational and leadership roles. Mr. Reinhart graduated from West Virginia University in 1994 with a Bachelor of Science degree in Mechanical Engineering.

We believe that Mr. Reinhart should continue to serve as a member of the Board because of his experience and perspective as the Company’s President and Chief Executive Officer and his extensive leadership and operational experience in the oil and gas exploration and production industry.

Douglas E. Swanson, Jr. has served as a member of our boardBoard since January 2011. He is currently a Managing Partner of EnCap. Prior to joining EnCap in 1999, he was in the corporate lending division of Frost National Bank from 1995 to 1997, specializing in energy related service companies, and was a financial analyst in the corporate lending group of Southwest Bank of Texas from 1994 to 1995. Mr. Swanson serves on the board of Oasis Petroleum Inc., Earthstone Energy, Inc., and several EnCap portfolio companies. Mr. Swanson also served on the board of Oasis Petroleum Inc. and its predecessor entities from March 2007 until December 2017.  Mr. Swanson is a member of the Independent Petroleum Association of America and the Texas Independent Producers and Royalty Owners Association. Mr. Swanson holds a B.A. in Economics and an M.B.A., both from The University of Texas at Austin.

The Board believesWe believe that Mr. Swanson should continue to serve as a member of the Board due to his extensive experience in the oil and gas exploration and production industry, including serving on the boards of public and private oil and gas exploration and production companies, which will enable Mr. Swanson to provide the Board with insight and advice on a full range of business, strategic and governance matters.

Randall M. Albert has served as a member of our board since June 2014 and was elected Lead Independent Director in November 2014. Mr. Albert served as the Chief Operating Officer of the Gas Division of CONSOL Energy Inc., a producer of coal and natural gas (“CONSOL”), from 2010 until January 2014. From 2005 until 2010, he was the operational leader of CONSOL’s gas business in Northern Appalachia. Mr. Albert began working for CONSOL in 1979 and was selected to lead the operation of its coalbed methane gas business in Southern Appalachia in 1985. He is a board member of the Virginia Oil and Gas Association and served as a founding advisory member of the board and chairman of the Marcellus Shale Coalition. Additionally, he currently serves on the advisory board for the Virginia Tech Mining Engineering Department. Mr. Albert is a Registered Professional Engineer in Virginia and West Virginia and holds a B.S. degree in Mining Engineering from Virginia Polytechnic Institute and State University, where in 2016 Mr. Albert was inducted into the Academy of Engineering Excellence, the highest honor bestowed on College of Engineering graduates at Virginia Tech.

The Board believes that Mr. Albert should serve as a member of the Board due to significant executive and operational experiences within the natural gas industry, particularly with respect to the Appalachia Basin.

Non-Director Executive Officers:Officers

Matthew R. DeNezzaMichael L. Hodges has served as our Executive Vice President and Chief Financial Officer since April 2013.the consummation of our business combination transaction with Blue Ridge in February 2019.  He joined Blue Ridge as Senior Vice President of Finance in September 2018. Prior to joining Eclipse ResourcesBlue Ridge, Mr. Hodges served as Chief Financial Officer of PayRock Energy II, LLC (an EnCap portfolio company), an exploration and commencing in 2002,production company focused on oil and natural gas assets within the Eagle Ford Shale of South Texas, from August 2016 to September

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2018. Previously, Mr. DeNezzaHodges served as Chief Financial Officer of Ward Energy Partners, LLC, a private-equity sponsored business focused on developing liquids-rich assets in the Global Natural Resources Group at Deutsche Bank Securities whereAnadarko Basin of Oklahoma and the DJ Basin of Colorado and Wyoming, from August 2015 to August 2016. Prior to joining Ward Energy Partners, he was promotedChief Financial Officer of Rex Energy Corporation, a publicly-traded company developing natural resources in the Marcellus Shale of Pennsylvania and the Utica Shale of Ohio, from June 2012 to Managing DirectorJanuary 2015. Mr. Hodges began his career in 2001 with Chesapeake Energy Corporation and was responsiblesubsequently worked for leading merger and acquisition advisory assignments, as well as aiding clientsSandRidge Energy, Inc. from 2007 to 2012 in understanding capital markets and developing and executing financing transactions. During his tenure with Deutsche Bank,various accounting roles of increasing responsibility. Mr. DeNezza assisted on numerous investment banking transactions for both public and privateHodges has approximately 20 years of experience in the upstream oil and gas explorationindustry, and production companieshis areas of expertise include financial planning and refining companies. Prior to joining Deutsche Bank,analysis, capital markets, mergers and acquisitions, investor relations and accounting.  He received a B.B.A. in Finance from 1999 to 2001, Mr. DeNezza was the Assistant Vice President, Corporate FinanceUniversity of Janney Montgomery Scott, LLC, a financial advisoryOklahoma in 2000 and services

firm. Mr. DeNezza servedan M.S. in the United States Navy as a commissioned officerEnergy Management from 1993 to 1998, leaving the service at the rank of Lieutenant. Mr. DeNezza received his Bachelor of Arts degree from HarvardOklahoma City University and Masters of Business Administration degree from New York University’s Leonard N. Stern School of Business.

Thomas S. Liberatore has served as our Executive Vice President, Corporate Development & Geosciences since January 1, 2017. Prior to such time, Mr. Liberatore served as our Executive Vice President and Chief Operating Officer since June 2011.  Mr. Liberatore served as member of the board of managers of Eclipse Resources I, LP (“Eclipse I”) from June 2011 until the Company’s initial public offering in June 2014. Prior to joining Eclipse Resources, from June 2009 until May 2011, Mr. Liberatore was self-employed and formed Libco Energy LLC, which leased oil and gas interests for its own account and brokered the sale of oil and gas mineral interests in West Virginia and Alabama, and he served as a consultant to oil and gas attorneys and land companies. From January 2002 until May 2009, Mr. Liberatore served as Vice President and Appalachian Regional Manager for Cabot Oil & Gas where he managed drilling and acquisition investments, including those in the Devonian Huron Marcellus Shale. From March 1999 to December 2001, Mr. Liberatore served as the Vice President, Exploration and Production for North Coast Energy, Inc. Mr. Liberatore began his career as a geologist and had various positions of increasing responsibility for Presidio Oil Company and Belden & Blake Corporation. Mr. Liberatore received his Bachelor of Science degree in Geology from West Virginia University. He is a member of the American Association of Petroleum Geologists, Appalachian Geological Society, has served on the board of directors of the West Virginia Oil and Natural Gas Association, is a Past President of Independent Oil and Gas Association West Virginia2017 and is a registered professional geologistCertified Public Accountant in the CommonwealthState of Kentucky.Oklahoma.

Oleg E. Tolmachev has served as our Executive Vice President and Chief Operating Officer since January 1, 2017.  Prior to such time, Mr. TomachevTolmachev served as our Senior Vice President, Drilling & Completions since March 2016.  From February 2013 to February 2016, Mr. Tolmachev served as our Vice President, Drilling & Completions.  Prior to joining Eclipse Resources, from April 2011 to February 2013, Mr. Tolmachev served as the Senior Asset Manager, Utica Shale with Chesapeake Energy Corporation where he was responsible for leading an asset team comprised of land, geology, drilling, resource development and operations for Chesapeake Energy’sChesapeake’s Utica Shale projects in Ohio. Prior to joining Chesapeake, Energy, from August 2008 to 2011, Mr. Tolmachev held the position of Group Lead Completions, Mid-Continent Business Unit at EnCana Oil and Gas (USA) Inc. where he managed well completions and intervention operations in its Barnett Shale, Deep Bossier and East Texas Haynesville Shale business units. Mr. Tolmachev received his BachelorsBachelor of Science degree in Petroleum Engineering from the University of Oklahoma.

Matthew H. Rucker has served as our Executive Vice President, Resource Planning and Development since the consummation of our business combination transaction with Blue Ridge in February 2019. He previously served as Vice President, Resource Planning and Development of Blue Ridge since November 2016. Prior to joining Blue Ridge, Mr. Rucker served as a Production Superintendent for Chesapeake Energy Corporation from January 2014 to October 2016, overseeing Chesapeake’s Utica Shale production. As a member of Chesapeake’s Eastern Division leadership team, Mr. Rucker focused on the safe and efficient optimization of production in the Utica Shale and led an operating team of over 45 employees. During his service at Chesapeake, Mr. Rucker held several engineering positions in the Marcellus and Utica Shale Asset Teams within reservoir, primarily focused on strategic joint ventures, divestitures, acquisitions and resource development planning. Mr. Rucker graduated with a Bachelor of Science degree in Petroleum Engineering from Marietta College in 2007, where he continues to serve as Chair of the Marietta College Industry Advisory Council. He is a member of the Society of Petroleum Engineers.

Paul M. Johnston has served as our Executive Vice President, General Counsel and Corporate Secretary since the consummation of our business combination transaction with Blue Ridge in February 2019.  He previously served as Senior Vice President and General Counsel of Blue Ridge since June 2010. Mr. Johnston has approximately 40 years of increasing responsibility and management experience in all facets of general corporate, finance, securities, capital markets, mergers and acquisitions and regulatory related legal matters. He is a former partner with the Dallas-based law firm, Thompson & Knight LLP. A 1977 graduate of Texas Tech University, Mr. Johnston received his Juris Doctorate from Texas Tech University in 1980.

Timothy J. Loos has served as the Company’s Senior Vice President – Accounting and Finance since June 2019 and is also the Company’s principal accounting officer. Mr. Loos joined the Company in July of 2014 and previously served as the Vice President of Finance having overseen various areas including Financial Planning and Analysis, Investor Relations and Financial Reporting during his tenure. Prior to joining the Company, Mr. Loos served as Business Specialist for EQT Corporation where he was responsible for developing financial budgets and forecasts, financial analysis and financial modeling. Prior to joining EQT Corporation, from January 2009 to January 2013, Mr. Loos served as the Manager of Gas Accounting for CONSOL Energy, a diversified energy company operating predominantly in the Appalachian Basin. From July 2007 to December 2008, he served as a senior auditor for Deloitte & Touche LLP. From October 2003 to June 2007, he served as senior auditor for UHY LLP. Mr. Loos received a Bachelor of Science degree in Accounting and Finance from John Carroll University and a Masters of Business Administration degree from the University of Pittsburgh, Joseph M. Katz Graduate School of Business. Mr. Loos is a

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Certified Public Accountant, having received such designation from the State of Virginia in 2005, and is a member of the American Institute of Certified Public Accountants.

BOARD OF DIRECTORS AND COMMITTEES

Board Leadership Structure

The Board does not have a formal policy addressing whether or not the roles of Chairman and Chief Executive Officer should be separate or combined. The directors serving on the Board possess considerable professional and industry experience, significant experience as directors of both public and private companies and a unique knowledge of the challenges and opportunities that the Company faces. As such, the Board believes that it is in the best position to evaluate the needs of the Company and to determine how best to organize the Company’s leadership structure to meet those needs.

At present, the Board has chosen to combineseparate the positions of Chairman and Chief Executive Officer. While the Board believes it is important to retain the flexibility to determine whether the roles of Chairman and Chief Executive Officer should be separated or combined in one individual, the Board believes that this structure represents the current Chief Executive Officerappropriate allocation of roles and responsibilities at this time.  With Mr. Albert’s extensive experience with companies involved in businesses similar to the Company’s business, combined with his leadership qualities, Mr. Albert is the individual with the necessary experience, commitment and support of the other members ofwell-positioned to lead the Board to effectively carry out thein its fundamental role of Chairman.

In addition,providing advice to and oversight of management.  This allows Mr. Reinhart to focus on our day-to-day business and strategy, meet with investors, and convey management’s perspective to the Board has evaluated theBoard.  Mr. Reinhart works closely with Mr. Albert to identify appropriate leadership structuretopics of consideration for the Board and relevant corporate governance trends,to plan effective and in 2014, appointed Randall M. Albert as Lead Independent Director. The responsibilities of the Lead Independent Director include acting as chair at meetings of theinformative Board when the Chairman is not present, and preparing the agenda and presiding over executive sessions of the non-management directors of the Board.

The Board believes this structure promotes better alignment of strategic development and execution, more effective implementation of strategic initiatives and clearer accountability for the Company’s success or failure. Moreover, the Board believes that combining the Chairman and Chief Executive Officer positions does not impede independent oversight of the Company. Seven of the nine members of the Board are independent under NYSE rules, and the Lead Independent Director provides additional independent oversight for the Board and management.meetings.

Director Independence

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 listing standards of the NYSE. After reviewing all relationships each director has with the Company, including the nature and extent of any business relationships between the Company and each director, as well as any significant charitable contributions the Company makes to organizations where its directors serve as board members or executive officers, the Board has affirmatively determined that each of the following directors, haveexcept John K. Reinhart, has no material relationships with the Company and areis independent as defined by the current listing standards of the NYSE: Messrs. Phillips, Zorich, Swanson, Burroughs, Albert, Paterson and Winkler. Neither Mr. Benjamin Hulburt, the Company’s Chairman, President and Chief Executive Officer, nor Mr. Christopher Hulburt, the Company’s Executive Vice President, General Counsel and Secretary, is considered by the Board to be an independent director because of their employment with the Company.NYSE.

Executive Sessions

To facilitate candid discussion among the Company’s directors, the non-management directors meet in regularly scheduled executive sessions.  Following his appointment as Lead Independent DirectorChairman of the Board in November 2014,December 2019, Mr. Randall M. Albert has presided over these meetings.

Director Nominations

Pursuant to the Company’s Corporate Governance Guidelines, the Board is responsible for identifying individuals qualified to become Board members and nominees for directorship are selected by the Board. The Board takes into account many factors, including, but not limited to, general understanding of marketing, finance and other disciplines relevant to the success of a large publicly traded company in today’s business environment; understanding of the Company’s business on a technical level; and educational and professional background. The Board evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best support the success of the business and, based on its diversity of experience, represent stockholder interests through the exercise of sound judgment.

Although the Board is willing to consider candidates recommended by our stockholders, it has not adopted a formal policy with regard to the consideration of any director candidates recommended by our stockholders. The Board believes that a formal policy is not necessary or appropriate because of the small size of the Board and because the current Board already has a diversity of business background and industry experience. Additionally, the Board does not have a formal diversity policy in place for the director nomination process, but instead considers diversity of a candidate’s viewpoints, professional experience, education and skill set as a factor in the consideration and assessment of a candidate as set forth above.

Stockholders Agreement

In connection with the closing of our initial public offering (our “IPO”), we entered into the Stockholders Agreement with the EnCap Funds and certain investment funds controlled by certain members of our management team (collectively, the “Stockholders”). The Stockholders Agreement provides that we and the Stockholders will take certain actions, such as soliciting proxies or voting shares of our common stock, to cause the Board to consist of the following members: (i) Benjamin W. Hulburt, for so long as he remains our President and Chief Executive Officer; (ii) Christopher K. Hulburt, for so long as he remains our Executive Vice President, Secretary and General Counsel; and (iii) a number of members designated by the EnCap Funds, currently up to five, which number will be adjusted in the future based on the level of beneficial ownership of our shares of common stock by the EnCap Funds and their affiliates. For so long as the EnCap Funds and its affiliates beneficially own at least 50% of our

outstanding common stock, we and the Stockholders have agreed take certain actions to cause at least one of the directors designated by the EnCap Funds to be a member of each committee of the Board (subject to applicable legal requirements and stock exchange rules). In addition, we and the Stockholders have agreed to take certain actions to cause Benjamin W. Hulburt to be elected as Chairman of the Board.

Other than with respect to the election of the Board, each Stockholder is entitled to vote the number of shares of our common stock that it holds in its sole discretion.

Board’s Role in Risk Oversight

In the normal course of its business, the Company is exposed to a variety of risks, including market risks relating to changes in commodity prices, interest rates, technical risks affecting the Company’s resource base, political risks, and credit and investment risk. The Board oversees the strategic direction of the Company, and in doing so considers the potential rewards and risks of the Company’s business opportunities and challenges and monitors the development and management of risks that impact the Company’s strategic goals. The Audit Committee of the Board (the “Audit Committee”) assists the Board in fulfilling its oversight responsibilities by monitoring the effectiveness of the Company’s systems of financial reporting, auditing, internal controls, and legal and regulatory compliance. TheAt times, a particular risk will be monitored and evaluated by another Board committee with primary responsibility in the area involved.  For example, the Compensation Committee of the Board assists the Board in fulfilling its oversight responsibilities by overseeing the Company’s compensation policies and practices.

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Attendance at Meetings

Pursuant to the Company’s Corporate Governance Guidelines, directors are encouraged but not required to attend the annual meetings of stockholders. The entireMr. Michael Jennings, a former Board member, Mr. Albert, Mr. Paterson and Mr. Reinhart each attended the Company’s 20162019 annual meeting of stockholders.

The Board held 9six meetings during 2016.2019.  No director, other than Mr. Phillips, attended fewer than 75% of the meetings of the Board and of the committees of the Board on which that director served.  Mr. Phillips was unable to attend two of the six meetings of the Board during 2019 because of his prior commitments.

The Board currently has twothree standing committees: the Audit Committee, the Compensation Committee, and the CompensationNominating and Governance Committee. TheDuring 2019, the Audit Committee held 5four meetings and the Compensation Committee had 3 meetings during 2016.

Status as a “Controlled Company”

Certain private equity funds managedheld four meetings.  The Nominating and Governance Committee, which was established on February 28, 2019 in connection with the Company’s business combination transaction with Blue Ridge, did not meet separately from the Board in 2019 and acted by EnCap beneficially own a majority of our common stock, and as a result, we are a “controlled company” within the meaning of the NYSE’s corporate governance standards. Under the NYSE’s rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a controlled company and may elect notunanimous written consent one time with respect to comply with certain NYSE corporate governance requirements, including the requirements that:

We are currently utilizing the exemptionmatters relating to the nominatingCompany’s 2019 annual meeting of stockholders and certain governance committee, and we may utilize this exemption for so long as we are a controlled company.matters.

Committees

Audit Committee

The Audit Committee consists of Messrs. Paterson (Chair), Albert and Winkler,Dimitrievich, each of whom is independent under the rules of the SEC and the listing standards of the NYSE. As required by the rules of the SEC and listing standards of the NYSE, the Audit Committee consists solely of independent directors. The Board has also determined that each member of the Audit Committee is financially literate, and that Mr. Paterson satisfiesand Mr. Dimitrievich satisfy the definition of “audit committee financial expert.”

The Audit Committee oversees, reviews, acts on and reports on various auditing and accounting matters to the Board, including: the selection of our independent accountants, the scope of our annual audits, fees to be paid to the independent accountants, the performance of our independent accountants and our accounting practices. In addition, the Audit Committee oversees our compliance programs relating to legal and regulatory requirements. We have adopted an Audit Committee Charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and applicable stock exchange or marketNYSE standards. A copy of our Audit Committee Charter is posted on our website at www.eclipseresources.com inir.montageresources.com under the “Governance Documents” section of the “Corporate Governance—Committee Charters” subsection under the “Investor Center” section.Governance” tab.  The information on our website is not part of this Proxy Statement.

Compensation Committee

Because the Company is a controlled company within the meaning of the NYSE corporate governance standards, the Company is not required to have aOur Compensation Committee composed entirelycurrently consists of independent directors. However, the Board appointed Messrs. Burroughs (Chair), Albert, Davis and Winkler to our Compensation Committee on January 20, 2015,Swanson, each of whom is independent under the rules of the SEC and the listing standards of the NYSE.  On March 5, 2020, Mr. Davis notified the Board that he will not stand for re-election as a director of the Company at the end of his current term, which will expire at the Annual Meeting.  It is anticipated that, effective as of the date of the Annual Meeting, the members of the Compensation Committee will consist of Messrs. Burroughs (Chair), Albert and Swanson.

In 2016,2019, the Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”) to review our compensation arrangements for our executive officers and independent directors, including an analysis of both the competitive market and the design of the compensation arrangements. As part of its reports to the Compensation Committee, Meridian evaluated the compensation arrangements of our peer companies and provided competitive compensation data and analysis relating to the compensation of our executive officers and independent directors.

The Compensation Committee reviews, evaluates, and approves the agreements, plans, policies, and programs of the Company to compensate the Company’s executive officers and directors. The Compensation Committee’s goal is to ensure that the Company’s compensation programs are designed to provide a competitive level of compensation to attract and retain talented directors and executives, reward and encourage maximum corporate and individual performance, promote accountability, and assure that the interests of our employees and director interestsdirectors are

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aligned with the interests of our stockholders. Pursuant to its charter, the Company’s stockholders.Compensation Committee may delegate to its Chairman, any one of its members or any subcommittee it may form, the responsibility and authority for any particular matter, as it deems appropriate from time-to-time under the circumstances.  To the extent necessary, the Compensation Committee or the Board may delegate the approval of award grants and other transactions and responsibilities regarding the administration of compensatory programs to a subcommittee consisting solely of members of the Compensation Committee who are “Non-Employee Directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  We have adopted a Compensation Committee Charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and applicable stock exchange or marketNYSE standards. A copy of our Compensation Committee Charter is posted on our website at www.eclipseresources.comir.montageresources.com under the “Governance Documents” section of the “Corporate Governance” tab.

Nominating and Governance Committee

Our Nominating and Governance Committee currently consists of Messrs. Davis (Chair), Paterson and Zorich, each of whom is independent under the rules of the SEC and the listing standards of the NYSE.  On March 5, 2020, Mr. Davis and Mr. Zorich notified the Board that they would not stand for re-election as directors of the Company at the end of their current terms, which will expire at the Annual Meeting.  It is anticipated that, effective as of the date of the Annual Meeting, the members of the Nominating and Governance Committee will consist of Messrs. Swanson (Chair) and Paterson, each of whom is independent under the rules of the SEC and the listing standards of the NYSE.

The Nominating and Governance Committee is responsible for identifying individuals qualified to become Board members and recommending nominees for directorship for approval by the Board. The Nominating and Governance Committee takes into account many factors, including, but not limited to: general understanding of marketing, finance, and other disciplines relevant to the success of a large publicly traded company in today’s business environment; understanding of the Company’s business on a technical level; educational and professional background; and principles of diversity that take into account gender, race, ethnicity, background, age, thought and tenure on the Board. The Nominating and Governance Committee evaluates each individual in the “Corporate Governance—context of the Board as a whole, with the objective of recommending a group that can best support the success of the business and, based on its diversity of experience, represent stockholder interests through the exercise of sound judgment.  All the persons nominated for election as directors at the Annual Meeting are recommended as nominees by the Nominating and Governance Committee.

The Nominating and Governance Committee Charters” subsectionwill consider any candidates proposed by our stockholders in conformance with the stockholder proposal procedures of our Bylaws or otherwise established by the Company.  The Committee will review and evaluate information available to it regarding candidates proposed by stockholders and will apply the same criteria, and follow substantially the same process in considering them, as it does in considering other candidates. The Nominating and Governance Committee may adopt, and periodically review and revise as it deems appropriate, procedures regarding director candidates proposed by stockholders.

We have adopted a Nominating and Governance Committee Charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and applicable NYSE standards. A copy of our Nominating and Governance Committee Charter is posted on our website at ir.montageresources.com under the “Investor Center” section.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee is or has been one of our officers or employees or has or had any relationship requiring disclosure pursuant to SEC rules. In addition, during 2016, none of our executive officers served as:

Nominating & Governance Committee“Corporate Governance” tab.

Because the Company is a controlled company within the meaning of the NYSE corporate governance standards, the Company is not required to have a nominating and governance committee or, in the event the Company chooses to establish one, a committee composed entirely of independent directors. The Company has utilized this exemption and does not have a nominating and governance committee.

Available Corporate Governance Materials

The following materials are available on the Company’s website at www.eclipseresources.com inir.montageresources.com under the “Investor Center” section:“Governance Documents” section of the “Corporate Governance” tab:

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Stockholders may obtain a copy, free of charge, of each of these documents by sending a written request to EclipseMontage Resources Corporation, Attention: Investor Relations, 2121 Old Gatesburg Road,122 West John Carpenter Freeway, Suite 110, State College, Pennsylvania 16803.300, Irving, Texas 75039.  If we amend or grant a waiver of one or more of the provisions of our Corporate Code of Business Conduct and Ethics, we intend to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of our Corporate Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer and controller by posting the required information on our website at the above address.

Communications with Our Board

Stockholders and other interested parties may communicate with our directors, including our non-management directors, individually or as a group, and our Lead Independent Director by writing to Christopher K. Hulburt,Paul M. Johnston, Executive Vice President, SecretaryGeneral Counsel and General Counsel,Corporate Secretary, at our principal executive offices, 2121 Old Gatesburg Road,122 West John Carpenter Freeway, Suite 110, State College, Pennsylvania 16803.300, Irving, Texas 75039. Stockholders and other interested parties may submit such communications on a confidential or anonymous basis by sending the communication in a sealed envelope marked “Communication with Directors” and clearly identifyidentifying the intended recipient(s) of the communication.

The Company’s General Counsel will review each communication and will forward the communication, as expeditiously as reasonably practicable, to the addressees if: (1) the communication complies with the requirements of any applicable policy adopted by the Board relating to the subject matter of the communication; and (2) the communication falls within the scope of matters generally considered by the Board. To the extent the subject matter of a communication relates to matters that have been delegated by the Board to a committee or to an executive officer of the Company, then the Company’s General Counsel may forward the communication to the executive officer or chairman of the committee to which the matter has been delegated. The acceptance and forwarding of communications to the members of the Board or an executive officer does not imply or create any fiduciary duty of the Board members or executive officer to the person submitting the communications.

Information may be submitted confidentially and anonymously, although the Company may be obligated by law to disclose the information or identity of the person providing the information in connection with government or private legal actions and in other circumstances. The Company’s policy is not to take any adverse action, and not to tolerate any retaliation, against any person for asking questions or making good faith reports of possible violations of law, the Company’s policies or its Corporate Code of Business Conduct and Ethics.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

This section discusses the material components of our executive compensation program for the individuals who were our “named executive officers” during 2019. As a “smaller reporting company” as defined in Regulation S-K, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to smaller reporting companies.

Named Executive Officers

The following table sets forth our “Named Executive Officers.” As an emerging growth company (as such term is defined in the Jumpstart Our Business Startups Act) we have opted to comply with the“named executive compensation disclosure rules in Item 402 of Regulation S-K applicable to “smaller reporting companies” (as such term is defined in Item 10(f) of Regulation S-K), which require compensation disclosureofficers” for our principal executive officer and the two most highly compensated executive officers other than our principal executive officer. Please see “Directors and Executive Officers” for a description of our current executive officers, including historical roles held by our Named Executive Officers.2019.

In connection with the consummation of our business combination transaction with Blue Ridge on February 28, 2019, Benjamin W. Hulburt resigned as the Company’s Chairman, President and Chief Executive Officer and Matthew R. DeNezza resigned as the Company’s Executive Vice President and Chief Financial Officer.

Summary Compensation Table

The following table summarizes with respect to our Named Executive Officers, information relating to the compensation earned by our named executive officers for services rendered in all capacities during the fiscal yearyears ended December 31, 2016.2019 and 2018.

(1) Includes an additional bi-weekly pay period in15

In accordance with Instruction 2 to Item 402(n)(2)(v) of Regulation S-K under the 2015 calendar year which equated to an additional $21,675, $12,194 and $12,115 for Benjamin W. Hulburt, Matthew R. DeNezza and Christopher K. Hulburt, respectively.

(2) For 2016, represents 834,772, 382,628, and 368,194 restricted stock units and 408,044, 178,564, and 177,376Exchange Act, assuming that the highest level of performance conditions of the performance units granted to Benjamin W. Hulburt, Matthew R. DeNezza and Christopher K. Hulburt, respectively. The dollar amount reflectsour named executive officers in 2019 will be achieved (i.e., 150% of the aggregatenumber of units granted), the maximum possible value of the performance units, using our stock price on June 18, 2019 (the grant date fair value of restricted stock units computed in accordance with FASB Topic 718. Performance units were valued using a Monte Carlo simulationthe performance units), is $915,300, $406,800 and assume a target payout. The Monte Carlo model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award. Please see Note 10 to our audited financial statements$396,630 for the year ended December 31, 2016, which are included in our Annual Report, for more information.

(3) Includes 401(k) match, healthMessrs. Reinhart, Hodges and life insurance benefits and cellphoneTolmachev, respectively.

Fiscal 2019 All Other Compensation Table

Narrative Disclosure to Summary Compensation Table

The following describes material features of our named executive officers’ compensation of our Named Executive Officers disclosed in the Summary Compensation Table above. Although we are a controlled company within the meaning of the NYSE corporate governance standards and previously relied on an exemption from the requirement that we have a Compensation Committee, the Board appointed Messrs. Burroughs (Chair), Albert and Winkler to the Compensation Committee on January 20, 2015. Prior to January 20, 2015, all final determinations regarding

executive officer compensation were made by analyzing the appropriateness of the base salary for each of our Named Executive Officers in light of the base salaries of other executives in the peer group that we have identified, with the assistance of an independent compensation consultant, both on a stand-alone basis and as a component of total compensation.

The Board has reviewed the background, experience and independence of the Compensation Committee members and, based on this review, determined that each member of the Compensation Committee (i) meets the independence requirements of the NYSE corporate governance listing standards, (ii) is an “outside director” pursuant to the criteria established by the Internal Revenue Service, and (iii) meets the enhanced independence standards for compensation committee members established by the SEC.

Base Salary

Each Named Executive Officer’snamed executive officer’s base salary iswas a fixed component of compensation for each year for performing specific job duties and functions. Prior to our initial public offering, the base salariesEffective as of Messrs. DeNezza and C. Hulburt, were set pursuant to arms-length negotiations with our senior management, subject to EnCap’s approval (Mr. Benjamin W. Hulburt’s base salary was set pursuant to arms-length negotiations directly with the representatives of EnCap serving on the Board). In August 2014,March 1, 2019, we entered into executive employment

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agreements with Messrs. B. Hulburt, C. HulburtReinhart, Hodges and DeNezzaTolmachev, which set the base salaries for such individuals for the remainder of 20142019 at amounts recommendedapproved by the Compensation Committee based on competitive market compensation data provided by our independent compensation consultant, in light ofincluding the base salaries of executives in our peer groups. Under the terms of the employment agreements, the Named Executive Officers’ base salaries may be increased by our Board or a designated committee in its discretion, but may not be decreased without the Name Executive Officer’s written consent. The Named Executive Officers’ base salaries did not increase during the 2016 calendar year.group. See “—Employment and Retention Agreements” below for more information.

Annual Cash BonusesNon-Equity Incentive Plan Compensation

During 2016,For 2019, we paid bonusesan annual cash performance-based bonus to each of our Named Executive Officers.current named executive officers.  These bonuses were paid in 2020.  The bonus amounts were equal to 116.66%154% of Mr. Benjamin W. Hulburt’s, 99.16%Reinhart’s annual base salary and 131% of the annual base salaries for Mr. Matthew R. DeNezza’sHodges and 93.33%Mr. Tolmachev as in effect as of Mr. Christopher K. Hulburt’s respective earned wages forDecember 31, 2019. The Company has historically paid such discretionary annual performance-based bonuses to its officers and employees based on the prior year. Messrs. Benjamin Hulburt, DeNezza and Christopher Hulburt each received 50%achievement of their individual 2016 bonuses in cash and 50% in the form of a restricted stock unit award, the terms of whichcertain performance metrics. The performance metrics are set forthby our Compensation Committee in consultation with executive management.  See “—Employment and Retention Agreements” below under “—Long-Term Incentive Plan.”for more information.

Employment and Retention Agreements

In August 2014,Effective as of March 1, 2019, we entered into executive employment agreements with each of our Named Executive Officers.Messrs. Reinhart and Hodges and a new executive employment agreement with Mr. Tolmachev. The employment agreements are for an initial term of three years, and automatically extend for an additional one-year renewal term for every year thereafter unless we or the Named Executive Officerexecutive gives written notice to the other party that the automatic extension will not occur at least 90 days prior to the end of the initial term, or, if applicable, the then-current renewal term, in each case, unless terminated earlier in accordance with the terms and conditions set forth therein. Pursuant to the terms of the employment agreements, Messrs. Benjamin W. Hulburt, Matthew R. DeNezzaReinhart, Hodges and Christopher K. HulburtTolmachev will (i) receive an annual base salary of $563,550, $317,050$675,000, $400,000, and $315,000,$390,000, respectively, and (ii) be eligible to receive ana discretionary annual performance-based bonus for each year in which such a bonus program is in effect.  Payment of such bonuses is subject to the achievement of certain performance metrics that are set by our Compensation Committee in consultation with executive management.  The achievement of such performance metrics is determined by our Compensation Committee.  The target payout of such bonuses for Messrs. Reinhart, Hodges and Tolmachev under their executive employment agreements is equal to 100%, 85%, and 80%85%, respectively, of their base salaries. The base salaries and the annual performance-based bonus percentages may be increased by the Board of Directors or a designated committee thereof in its discretion but may not be decreased without the Named Executive Officer’sexecutive’s written consent.

The employment agreements also contain non-solicitation, non-competition and confidentiality covenants on behalf of the Named Executive Officersexecutives in favor of us. In addition, any amounts payable to the Named Executive Officerexecutives under the employment agreements will be subject to any “clawback”the compensation recoupment (“clawback”) policy established by usof the Company, as in effect from time to time.

See “—“—Additional Narrative Disclosure—Employment, Severance or Change inof Control Agreements” below for a description of the severance benefits payable to our Named Execution Officersthe executives under their respective employment agreements.

Long-Term Incentive Plan

See “Item Three: ApprovalOn February 28, 2019, in connection with the consummation of our business combination transaction with Blue Ridge, we entered into a retention bonus agreement with Mr. Tolmachev. The retention bonus agreement provides for a retention period of two years following the date of the Eclipse Resources Corporationagreement. Pursuant to the terms of the retention bonus agreement, we provided Mr. Tolmachev a retention bonus totaling $1,339,770. Thirty percent of the retention bonus was paid to Mr. Tolmachev as a lump sum cash payment, subject to applicable taxes and withholdings, and 70% of the retention bonus was provided to Mr. Tolmachev in the form of an award of our restricted common stock under our 2014 Long-Term Incentive Plan, as amended, byvalued at the First Amendment—Summaryclosing price of our common stock on the NYSE on February 28, 2019, adjusted proportionately to reflect the 15-to-1 reverse stock split of our common stock that was effected on that date. Pursuant to the terms of the Amended LTIP”retention bonus agreement, if (i) Mr. Tolmachev resigns from employment with us, for any reason, prior to the last day of the retention period or (ii) we terminate Mr. Tolmachev’s employment with us for “Cause” (as such term is defined in Mr. Tolmachev’s employment agreement) prior to the last day of the retention period, Mr. Tolmachev must repay to us the cash portion of his retention bonus in a pro-rata amount reflecting the number of days he was employed by us during the retention period.

We entered into a restricted stock award agreement with Mr. Tolmachev to memorialize the equity portion of the retention bonus. Pursuant to the terms of the restricted stock award agreement, 25% of the shares of restricted

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common stock awarded to Mr. Tolmachev vest on each of the six-month, 12-month, 18-month and 24-month anniversaries of the date of the award, subject to Mr. Tolmachev’s continuing employment through the applicable vesting date. As of April 1, 2020, 50% of the shares of restricted common stock had become vested.  The remaining shares of restricted common stock will vest in equal installments on August 28, 2020 and February 28, 2021, subject to Mr. Tolmachev’s continuing employment through the applicable vesting date. See “—Additional Narrative Disclosure—Employment, Severance or Change of Control Agreements” below for more information.

Separation and Release Agreements

On August 24, 2018, in connection with our entry into the merger agreement providing for our business combination transaction with Blue Ridge, we entered into separation and release agreements with Messrs. Hulburt and DeNezza.  Pursuant to these separation and release agreements, Messrs. Hulburt and DeNezza resigned as directors, officers and employees of the Company and its subsidiaries effective as of the date of consummation of our business combination transaction with Blue Ridge on February 28, 2019.  See “—Additional Narrative Disclosure—Separation and Release Agreements” below for a summarydescription of the Company’s long-term incentive plan.benefits paid or provided to Messrs. Hulburt and DeNezza under their respective separation and release agreements.

Long-Term Incentive Plan

During 2016,2019, the Compensation Committee granted restricted stock unit awards and performance stock unit awards to our Named Executive Officerscurrent named executive officers as part of the Company’s long-term incentive plan. Messrs. B. Hulburt, DeNezza and C. Hulburt received 408,045, 178,565 and 177,376 restricted stock units and 408,044, 178,564 and 177,376 performance stock units, respectively.These awards were granted under the Company’s 2019 Long-Term Incentive Plan that was adopted by the stockholders of the Company at the Company’s 2019 annual meeting of stockholders.  The following table sets forth the awards granted to our current named executive officers.

The restricted stock unit awards were granted on April 22, 2016June 18, 2019. Each unit represents the right to receive one share of our common stock, on and subject to the terms and conditions of the award agreement. The units vest in three equal installments of 33.33%, 33.33%on June 18, 2020, June 18, 2021 and 33.33% on April 22, 2017, April 22, 2018June 18, 2022, provided the named executive officer is continuously employed through the applicable vesting date and April 22, 2019, respectively, unlesssubject to accelerated vesting is accelerated(i) under certain circumstances in the event of a change in control of the Company or (ii) upon the death, disability or retirement“involuntary termination” (as defined in the award agreement) of such Named Executive Officer.the named executive officer.

The performance stock unit awards were also granted on April 22, 2016. The vestingJune 18, 2019. Each unit represents the right to receive one share of the units areour common stock, on and subject to the satisfactionterms and conditions of certainthe award agreement. The named executive officer’s right to receive common stock in respect of the performance criteria duringunits is generally contingent upon (i) the achievement of the performance objective with respect to the performance units and (ii) the named executive officer’s continued employment through the end of the performance period beginning January 1, 2016 and endingapplicable to the performance units. The performance objective is based on “total shareholder return” (as defined in the award agreement) over the performance period. The performance period is June 13, 2019 through December 31, 2018, unless vesting2021 Achievement with respect to the performance objective is accelerateddetermined based on the Company’s relative ranking with regard to total shareholder return as compared to total shareholder return of the Company’s peer companies identified in the award agreement. The payout percentage of the performance units ranges from 0% to 150% of the number of performance units granted, based on the Company’s total shareholder return for the performance period as compared to the total shareholder return of the peer companies for the performance period. Payout of earned performance units will be made following the completion of the performance period, subject to earlier payout (and corresponding adjustment of the number of earned units) (i) under certain circumstances in the event of a change in control of the Company or (ii) upon the death, disability or retirement of such Named Executive Officer.

In addition, we paid bonuses to our Named Executive Officers during 2016, which were paid 50%“involuntary termination” (as defined in the formaward agreement) of cash and 50% in the formnamed executive officer.

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The number of a restricted stock unit award. Messrs. Benjamin Hulburt, DeNezza and Christopher Hulburt received 426,727, 204,063 and 190,818 restricted stock units respectively.and performance units granted to our named executive officers on June 18, 2019 was determined by dividing the dollar value of the awards approved by our Compensation Committee for each named executive officer by a price of $15.00 per share of our common stock.  Use of this price resulted in fewer restricted stock units and performance units being granted to our named executive officers than if the actual closing price of our common stock on the NYSE on the date of grant had been used for such determination.  The actual closing price of our common stock on the NYSE on the date of grant was $6.78 per share.

Pursuant to the separation and release agreements we entered into with Messrs. Hulburt and DeNezza, all unvested restricted stock unit awards and a portion of the unvested performance unit awards held by Messrs. Hulburt and DeNezza were grantedautomatically vested on February 25, 201628, 2019.  See “—Additional Narrative Disclosure—Separation and vest in full on February 24, 2017, unless vesting is accelerated in the event of a change in control or upon death, disability or retirement of such Named Executive Officer.Release Agreements” for more information

Outstanding Equity Awards at 20162019 Fiscal Year-End

The following table summarizes the outstanding equity awards held by each of our Named Executive Officersnamed executive officers as of December 31, 2016.2019.

(1) Represents (i)19

Equity Compensation Plan Information

The following table provides information about our common stock subject to our 2019 Long-Term Incentive Plan as of December 31, 2019.  

Effective upon the adoption of our 2019 Long-Term Incentive Plan at our 2019 annual meeting of stockholders, our 2014 Long-Term Incentive Plan, as amended (the “2014 Plan”), was terminated and no additional awards have been or will be granted under that plan.  Awards outstanding under the 2014 Plan on the date our 2019 Long-Term Incentive Plan was adopted remain in full force and effect under the 2014 Plan according to their respective awards.  The 2014 Plan was approved by our stockholders.  As of December 31, 2019, 167,938 shares remain to be issued with respect to awards outstanding under the 2014 Plan consisting of 26,447 restricted stock units, that88,683 performance units (assuming performance at the maximum level) and 52,808 shares of restricted common stock.  A total of 1,666,667 shares were granted on April 22, 2016 and vest in three equal installments of 33.3%, 33.3% and 33.3% on April 22, 2017, April 22, 2018 and April 22, 2019, respectively, (ii) restricted stock units that were granted on February 23, 2015 and vest in three equal installments of 33.3%, 33.3% and 33.3% on February 23, 2016, February 23, 2017 and February 23, 2018, and (iii) restricted stock units that were granted on February 25, 2016 and vest in full on February 24, 2017, in each case, unless vesting is accelerated inauthorized for issuance under the event of a change in control or upon death, disability or retirement of such Named Executive Officer.2014 Plan.

(2) Amounts disclosed in this column were calculated by multiplying the number of outstanding stock awards held by each of the Named Executive Officers on December 31, 2016, by the closing price of our common stock on the NYSE on December 30, 2016, which was $2.67 per share.

(3) Represents (i) performance stock units which were granted on April 22, 2016, the vesting of which is subject to the satisfaction of certain performance criteria during the period beginning January 1, 2016 and ending December 31, 2018 and (ii) performance stock units which were granted on February 23, 2015, the vesting of which is subject to the satisfaction of certain performance criteria during the period beginning January 1, 2015 and ending December 31, 2017, in each case, unless vesting is accelerated in the event of a change in control or upon death, disability or retirement of such Named Executive Officer. The amounts shown assume target payout.

Additional Narrative Disclosure

Retirement Benefits

We currently maintain a retirement plan intended to provide benefits under section 401(k) of the Internal Revenue Code of 1986, as amended, under which employees including our Named Executive Officers, are allowed to contribute portions of their compensation to

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a tax-qualified retirement account. Under our 401(k) plan, we provide matching contributions equal to 100% of the first 6% of employees’ eligible compensation contributed to the plan.

Employment, Severance or Change inof Control Agreements

As disclosed above under “—“Narrative Disclosure to Summary Compensation Table—Employment and Retention Agreements,” in August 2014 effective as of March 1, 2019, we entered into executive employment agreements with each of our Named Executive Officers.Messrs. Reinhart, Hodges and Tolmachev. The employment agreements provide each Named Executive Officerexecutive with certain severance benefits upon termination.termination of employment. If the Named Executive Officer’sexecutive’s employment

is terminated by us “without Cause”without “Cause” or by the Named Executive Officerexecutive for “Good Reason” (as such terms are defined in the employment agreements), then:then, subject to the execution and delivery and non-revocation of a release:

(B) if the executive’s employment terminates on the date of a Change of Control or within 12 months after a Change of Control, then the Company will pay the executive an amount equal to 3.0 times (in the case of Mr. Reinhart) and 2.0 times (in the case of Messrs. Hodges or Tolmachev) the sum of (i) the executive’s annual base salary as of the termination date and (ii) an amount equal to the Named Executive Officerexecutive’s target annual bonus for the three immediately preceding completed calendar years (or iffiscal year that includes the Named Executive Officer has not been employed for three complete calendar years, then the average of the annual bonuses paid to the Named Executive Officer for the calendar years employed with us);termination date;