Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ý        
Filed by a Party other than the Registrant ¨

Check the appropriate box:
¨    Preliminary Proxy Statement
¨    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý    Definitive Proxy Statement
¨    Definitive Additional Materials
¨    Soliciting Material Pursuant to § 240.14a-12
Pioneer Natural Resources Company
(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):
ý    No fee required.

¨    Fee paid previously with preliminary materials.

¨    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11


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NOTICE OF ANNUAL
MEETING OF STOCKHOLDERS
To the Stockholders of Pioneer Natural Resources Company:
The Annual Meeting of Stockholders of Pioneer Natural Resources Company ("Pioneer" or the "Company") will be held on Wednesday, May 25, 2022, at 8:00 a.m., Central Time (the "Annual Meeting"). In light of the public health impact of the ongoing coronavirus, or COVID-19, outbreak and the continued uncertainty regarding the progression of the pandemic and the potential outbreak of new variants, Pioneer has determined that the Annual Meeting will be held in a virtual meeting format only, with log-in beginning at 7:45 a.m., Central Time. You may attend the Annual Meeting online, including to vote or submit questions, at the following website address www.virtualshareholdermeeting.com/PXD2022 by entering the company number and control number included on your Notice Regarding the Internet Availability of Proxy Materials (the "Notice of Availability"), on your proxy card or on the instructions that accompanied your proxy materials. Instructions on how to attend and participate via the internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/PXD2022. The Annual Meeting is being held for the following purposes:
1
To elect the Company’s 12 director nominees named in this Proxy Statement, each for a term to expire at the 2023 Annual Meeting of Stockholders.
DATE & TIME
Wednesday, May 25, 2022, at 8:00 a.m. C.S.T.
PLACE
Via live webcast at www.virtualshareholdermeeting.com/PXD2022
RECORD DATE
March 31, 2022
2
To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022.
3To approve on an advisory basis the Company’s named executive officer compensation.
4To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
These proposals are described in the accompanying proxy materials. You will be able to vote at the Annual Meeting only if you were a stockholder of record at the close of business on March 31, 2022. If there are not sufficient votes represented for a quorum or to approve the foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned or postponed in order to permit further solicitation of proxies. Beginning on or about April 14, 2022, the Company mailed the Notice of Availability to its stockholders containing instructions on how to access this Proxy Statement and vote online, and the Company made proxy materials available to the stockholders over the Internet. Instructions for requesting a paper copy of the proxy materials are contained in the Notice of Availability.

By Order of the Board of Directors,
Akshar C. Patel
Corporate Secretary
Irving, Texas
April 14, 2022
YOUR VOTE
IS IMPORTANT
Please vote over the internet at www.proxyvote.com or by phone at 1-800-690-6903 promptly so that your shares may be voted properly. If you received a paper copy of the proxy materials (which includes the proxy card), you may also vote by completing, signing and returning the paper proxy card by mail.



TABLE OF
CONTENTS
Proxy Statement Summary
General Information
Proposal One: Election of Directors
Corporate Governance
Corporate Governance Guidelines
Board Leadership Structure
CEO and Senior Management Succession Planning
Director Independence
Director Self-Evaluation Process, Onboarding and Education, and Board Refreshment
Engagement with Stockholders
Commitment to Sustainability
Procedure for Directly Contacting the Board and Whistleblower Policy
The Board, Its Committees and Its Compensation
Meetings and Committees of the Board
Board's Role in Oversight of Strategy and Risk Management
Attendance at Annual Meetings
Director Compensation
Stock Ownership Guidelines for Non-Employee Directors
Audit Committee Report
Compensation and Leadership Development Committee Report
Compensation Discussion and Analysis

2
PIONEER NATURAL RESOURCES2022 PROXY STATEMENT


Executive Compensation Tables
Summary Compensation Table
2021 Grants of Plan-Based Awards
Narrative Disclosure for the 2021 Grants of Plan-Based Awards Table
2021 Outstanding Equity Awards at Fiscal Year End
2021 Option Exercises and Stock Vested
Pension Benefits
2021 Non-Qualified Deferred Compensation
Potential Payments upon Termination or Change in Control
Ratio of the CEO's Compensation to the Median Compensation of the Company's Other Employees
Compensation Programs and Risk Considerations
Security Ownership of Certain Beneficial Owners and Management
Transactions with Related Persons
Proposal Two: Ratification of Selection of Independent Registered Public Accounting Firm
Proposal Three: Advisory Vote to Approve Named Executive Officer Compensation
Stockholder Proposals; Identification of Director Candidates
General Information about the Annual Meeting
Stockholder List
Annual Report and Other Information
Internet and Phone Voting


2022 PROXY STATEMENTPIONEER NATURAL RESOURCES
3

PROXY STATEMENT
SUMMARY
The following section is only a summary of key elements of this Proxy Statement, and is intended to assist you in reviewing this Proxy Statement in advance of the Annual Meeting. This summary does not contain all of the information you should consider, and you are encouraged to read this entire Proxy Statement before submitting your votes.
DATE & TIME
Wednesday, May 25, 2022, at 8:00 a.m. C.S.T.
PLACE
Via live webcast at www.virtualshareholdermeeting.com/PXD2022. Instructions on how to attend and participate via the internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/PXD2022.
RECORD DATE
 March 31, 2022
Voting Matters and Board Recommendations
PROPOSALDESCRIPTION
BOARD
RECOMMENDATION
PAGE
1Election of the Company's 12 director nominees named in this Proxy Statement
FOR each of
the director nominees
2Ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2022FOR
3
Approval, on an advisory basis, of the Company's named executive officer compensation
FOR
HOW TO VOTE
Internet
At www.proxyvote.com
until May 24, 2022
By Telephone
1-800-690-6903
until May 24, 2022
By Mail
Complete, sign and return your proxy card before May 25, 2022
During the Meeting
Go to www.virtualshareholdermeeting.com/PXD2022
2021 Business Highlights

DELIVERED STRONG
CASH FLOW
$6.1B
Delivered strong cash flow from operating activities for the full year 2021.
RETURN OF CAPITAL
TO SHAREHOLDERS
$1.9B
Returned capital to shareholders through base-plus-variable dividend program and opportunistic share repurchases.

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PIONEER NATURAL RESOURCES2022 PROXY STATEMENT

PROXY STATEMENT SUMMARY
Business Highlights (Continued)
MAINTAINED A STRONG
BALANCE SHEET
$3.8B
Ended 2021 with unrestricted cash on hand of $3.8 billion and net debt of $3.1 billion. The Company had $5.8 billion of liquidity as of December 31, 2021, comprising its unrestricted cash and a $2.0 billion unsecured credit facility (undrawn as of December 31, 2021).
ESG FOCUS
Expanded responsibilities of the Sustainability and Climate Oversight Committee
Continued focus on Board refreshment with the addition of four new directors, two of whom are women and two of whom identify as individuals from underrepresented communities
Increased diversity of executive leadership to 47%
Increased weight of ESG & Health, Safety and Environment metrics in annual incentive compensation plan
Published inaugural Climate Risk Report outlining progress toward full implementation of Task Force on Climate-Related Financial Disclosures ("TCFD") principles
Enhanced Emissions and Water Usage Targets
REDUCE GHG
EMISSIONS INTENSITY
50%
The Company's updated target aims to reduce greenhouse gas ("GHG") emissions intensity 50% by the year 2030*. Previously, this target was 25% by 2030.
*2019 baseline
REDUCE METHANE
EMISSIONS INTENSITY
75%
The Company's updated target aims to reduce methane emissions intensity 75% by the year 2030*. Previously, this target was 40% by 2030.
*2019 baseline
REDUCE FRESHWATER
USED IN COMPLETIONS
25%
The Company's updated target seeks to reduce freshwater usage in completions to 25% by 2026.


2022 PROXY STATEMENTPIONEER NATURAL RESOURCES
5

PROXY STATEMENT SUMMARY
Nominees for Director
COMMITTEE MEMBERSHIPS(1)
OTHER
CURRENT
PUBLIC CO. BOARDS
(#)(2)
NAMEAGEDIRECTOR SINCEPRIMARY OCCUPATION
INDEPENDENT(1)
ACCLDHSENCGSCOC
A.R.
Alameddine
742021Former Lead Director, Parsley Energy, Inc.
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Lori G. Billingsley582021Retired Global Chief Diversity, Equity & Inclusion Officer, The Coca-Cola Company
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Edison C. Buchanan672002Former Managing Director, Credit Suisse First Boston
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Maria S. Dreyfus422021CEO, Ardinall Investment Management
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2
Matthew M.
Gallagher
392021President of Greenlake Energy Ventures, LLC
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1
Phillip A.
Gobe
692014Retired CEO, ProPetro Holding Corp.
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1
Stacy P.
Methvin
652013Retired Vice President, Shell Oil Company
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1
Royce W.
Mitchell
672014Executive Consultant
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Frank A.
Risch
792005Retired Vice President and Treasurer, Exxon Mobil Corporation
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Scott D.
Sheffield
691997Chief Executive Officer1
J. Kenneth Thompson702011President and CEO, Pacific Star Energy LLC
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3
Phoebe A.
Wood
692013Retired Vice Chairman and Chief Financial Officer, Brown-Forman Corporation
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3
(1) Definitions of abbreviations used in Nominees for Director table:
AC Audit Committee
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Chairperson
CLDCompensation and Leadership Development Committee
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Audit Committee Financial Expert
HSEHealth, Safety and Environment Committee
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Independent Board Chair
NCGNominating and Corporate Governance Committee
SCOCSustainability and Climate Oversight Committee
(2) Refers to a company with a class of securities registered pursuant to section 12 of the Securities Exchange Act of 1934.

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PIONEER NATURAL RESOURCES2022 PROXY STATEMENT

PROXY STATEMENT SUMMARY
Diversity and Composition Highlights of Director Nominees
Independent Leadership: The Chairman of the Company's Board of Directors (the "Board"), J. Kenneth Thompson, is an independent director.
Independence: The Board seeks to ensure that at least two-thirds of its members will be independent under applicable laws and regulations. 11 of the Board's 12 director nominees are independent, as defined by the rules of the New York Stock Exchange (the "NYSE").
Board Refreshment: Over time, the Board refreshes its membership through a combination of adding or replacing directors to achieve the appropriate balance between maintaining longer-term directors with deep institutional knowledge of the Company and adding directors who bring a diversity of perspectives and experience. In 2021, four new directors were named to the Board, all of whom are non-employee directors, two of whom are women and two of whom identify as individuals from underrepresented communities.
Diversity of Backgrounds, Skills and Experience; Rooney Rule: In assessing the composition of the Pioneer Board, the Board and its Nominating and Corporate Governance Committee strive to achieve an overall balance of diversity of backgrounds and experience at policy-making levels with a complementary mix of skills and professional experience in areas relevant to the Company's business and strategy. In the event that the Nominating and Corporate Governance Committee determines to recruit candidates from outside Pioneer as potential nominees to join the Pioneer Board, the committee will use its best efforts to include, and will instruct any third-party search firm the committee engages to assist it in seeking candidates for the Board to include, qualified candidates with a diversity of gender and race/ethnicity in the initial pool from which the committee selects director candidates. Among the twelve nominees for election to the Board, four self-identify as women, and two self-identify as individuals from underrepresented communities (meaning, an individual who self-identifies as Black, African American, Hispanic, Latino, Asian (including the Middle East), Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or who self-identifies as gay, lesbian, bisexual, or transgender).
The Board believes that the nominees for election offer a diverse range of backgrounds, skills and experience in relevant areas that contribute to overall effective leadership and exercise of oversight responsibilities by the Board:
NON-EMPLOYEE
DIRECTOR TENURE
RACIAL
DIVERSITY
GENDER
DIVERSITY
AGE
DIVERSITY
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l 0-5 Years
l 6-10 Years
l >10 Years
l Racially Diverse
l Not Racially Diverse
l Female
l Male
l <60 Years
l 60-70 Years
l 70+ Years
8 YEAR AVERAGE17% DIVERSE33% FEMALEAVERAGE AGE: 64
qq
AGGREGATE BOARD DIVERSITY: 42%

2022 PROXY STATEMENTPIONEER NATURAL RESOURCES
7

PROXY STATEMENT SUMMARY
Director Nominee Skills Matrix
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Senior Exec Experience - serving in a senior leadership role at another organization
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E&P Industry Ops - experience in the exploration and production industry and/or knowledgeable on the Company's position in the sector
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Science / Tech / Eng / R&D - experience in research, innovation, or improvement on searching for or extracting raw materials
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Accounting / Finance - knowledge of the financial markets, corporate finance, accounting regulations, and accounting and financial reporting processes
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M&A / Commercial Transactions - experience in consolidation of companies or assets through various types of financial transactions
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Strategic Planning / Risk Management - oversight of management’s development, implementation of strategic priorities, security, and risk management
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Environmental / Safety / Health / Sustainability - experience in refining and establishing sustainable practices and/or safer working conditions
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Marketing / Sales - experience executing corporate commercial and/or marketing strategies and initiatives
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Global Business / International - experience in globalization and developing international business relationships in global markets
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Legal / Government / Regulatory - experience in highly regulated businesses and/or familiar with legal practices
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Human Resources - experience in human capital management and/or cultivating resources and communication channels throughout the company
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Other Public Boards - experience on boards of other publicly traded companies
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Alameddinellllllll
Billingsleyllllll
Buchananlllllllllll
Dreyfusllllllllll
Gallagherllllllllll
Gobelllllllll
Methvinlllllllllll
Mitchellllllllllll
Rischllllllllll
Sheffieldllllllllllll
Thompsonllllllllllll
Woodlllllllll



8
PIONEER NATURAL RESOURCES2022 PROXY STATEMENT

PROXY STATEMENT SUMMARY
Governance Highlights
The Board believes that sound governance practices and policies provide an important framework to assist it in fulfilling its duties to stockholders. The Board oversees the development and execution of the Company's strategy, including the oversight of risk. To foster the continuous improvement of governance practices and policies, the Board focuses on the following actions:
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The Board is led by the Company's independent Chairman of the Board whose robust duties are set forth in the Company's Corporate Governance Guidelines and include overseeing all activities of the Board and its various committees. See "Board Leadership Structure" on page 31.
The Board regularly oversees and reviews succession and development plans for senior management positions and the CEO.
The Company's non-employee directors meet in executive session during every quarterly Board meeting.
Board members regularly meet directly with members of senior management and continuously assess performance during meetings and other interactions.
The Board and its committees conduct an extensive, thorough and candid annual self-evaluation.
Board members provide feedback on a wide array of topics including Board and committee effectiveness, composition, culture, risk oversight processes, continuing education, skills and expertise, among others.
The Board's self-evaluation and decisions are informed by the Company's stockholder engagement process. See "Engagement with Stockholders" on page 36.
The Board is committed to continually assessing the composition of the Board and strives to achieve an overall balance of backgrounds and diversity of experience to achieve a complementary mix of skills and professional experience in areas relevant to the Company's business. As part of this effort, the Board is focused on regular renewal and refreshment. As a result, the Company has an experienced and diverse group of nominees. See “Directors and Nominees” on page 16.
The Board's extensive onboarding and continuing education processes augment the director recruitment and selection process to foster a complementary mix of skills
and professional experience. See "Self-Evaluation Process and Board Composition" on page 33.



2022 PROXY STATEMENTPIONEER NATURAL RESOURCES
9

PROXY STATEMENT SUMMARY
Through this comprehensive and robust corporate governance process, Pioneer's Board has adopted the following corporate governance best practices:
CORPORATE GOVERNANCE BEST PRACTICES
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The Board has an independent Chairman
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11 out of 12 director nominees are independent
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Board refreshment: 6 out of 11 non-employee director nominees have tenures of eight or fewer years; 4 new directors added in 2021
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Board diversity: 42 percent of Pioneer's Board nominees are diverse; women chair 2 of the Board's 5 standing committees
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Senior executive diversity: 47 percent of Pioneer's management committee is diverse
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Board oversight of:
the Company's long-term strategy
risk management - annual review of enterprise risks, with a focus on specific risks during interim quarters
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Annual Board and committee self-evaluations
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Active stockholder engagement process, with participation by independent Board members
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Stockholder proxy access
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All directors stand for election annually
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Majority voting for directors in uncontested elections
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Independent audit, compensation and governance committees
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Robust stock ownership policy for directors
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All directors attended more than 75 percent of the meetings of the Board and committees on which they served during 2021
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Anti-hedging and pledging policies
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Compensation clawback policy
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No poison pill
Commitment to Sustainability
The Board and senior management of the Company understand that in order to continue to provide value to the Company's stockholders, Pioneer must remain focused on its social license to operate and committed to environmental, social and governance ("ESG") issues.
Pioneer's annual Sustainability Report, and first annual Climate Risk Report, available on the Company's website, highlight Pioneer's commitment to ESG issues and the Board's oversight of risks related to climate change. These reports detail Pioneer's efforts to conduct the Company's operations safely and with respect for the environment, to provide its people the resources they need to be collaborative and successful in their careers, to help communities in which Pioneer operates share in the opportunities created by its investments and to position the Company to navigate the energy transition.
Board oversight - the Board is actively engaged in overseeing the Company's sustainability practices:
The Board regularly considers the potential impacts of climate change policy and growing alternative energy sources on global fossil fuel demand and Pioneer's long-term business prospects. As part of the Company's strategic planning process, management periodically prepares and reviews with the Board long-term scenarios under varying assumptions to stress test the Company's business outlook in the face of these risks.

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PIONEER NATURAL RESOURCES2022 PROXY STATEMENT

PROXY STATEMENT SUMMARY
The Health, Safety and Environment Committee reviews the Company's health, safety and environmental ("HSE") performance and the Company's management of current and emerging HSE and climate change-related issues, including trends in legislation and proposed regulations affecting the Company. This committee is also responsible for overseeing the Company's operational implementation and progress regarding certain environmental and climate-related targets, such as emissions-intensity and freshwater reduction targets.
The Nominating and Corporate Governance Committee assists the Board in identifying, evaluating and monitoring social, governance, political, human rights and public policy trends, issues and concerns and other sustainability and corporate responsibility matters that could affect the Company's business and reputation, including climate change-related risks and opportunities.
The Compensation and Leadership Development Committee oversees the Company's strategies, initiatives and programs with respect to Pioneer's culture, talent recruitment, development and retention, employee engagement and diversity and inclusion. The committee is also responsible for aligning executive compensation with company performance, including the incorporation of sustainability and climate-related goals established by the HSE Committee, such as emissions-intensity and freshwater reduction targets.
The Sustainability and Climate Oversight Reporting Committee ("SCOC") oversees the Company's overall climate strategy and the preparation of its annual sustainability report, climate risk report and other significant disclosures regarding ESG matters.
Executive Compensation Highlights
Structure - the three main components of the executive compensation program, each of which generally is targeted at the median level of the Company's peer group, are:
Base salary - fixed cash compensation component.
Annual cash bonus incentive award - variable cash payout based on Company and individual performance for the year.
Long-term incentive plan awards - 100 percent of the Chief Executive Officer's ("CEO") target value of long-term incentive plan awards is allocated to performance-based performance unit awards; the allocation to performance unit awards for the other executive officers is 60 percent; the payout is dependent on relative total stockholder return against industry peers and the S&P500 index over a three-year period; the remaining target value of long-term incentive plan awards is allocated to time-based awards that vest over three years.


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PROXY STATEMENT SUMMARY
The following charts illustrate the various components of total 2021 annual compensation for the CEO and the other named executive officers as a group as reported in the Summary Compensation Table.
CEO
OTHER NEOS
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l Long-Term Incentive
l Annual Cash Bonus
l Base Salary
l Other Compensation
l Long-Term Incentive
l Annual Cash Bonus
l Base Salary
l Other Compensation

The Company's executive compensation and compensation-related governance policies and practices incorporate many best practices, including the following:
KEY COMPENSATION PRACTICES
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Pay for performance - over 85 percent of target total compensation for the CEO comprises variable compensation
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Emphasize long-term performance - over 75 percent of target total compensation for the CEO comprises performance units
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Compensation clawback policy
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Double-trigger payments in the event of a change in control
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Independent Compensation and Leadership Development Committee with independent compensation consultant
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Stockholding requirement of 6 times base salary for the CEO, 5 times base salary for the COO and 3 times base salary for other NEOs
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Health, safety and environmental goals incorporated into the annual cash bonus incentive program
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Annual advisory vote on executive compensation
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No tax gross ups
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No employment agreements
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No hedging or pledging of Company common stock
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No repricing of stock options or buying out underwater stock options

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PIONEER NATURAL RESOURCES2022 PROXY STATEMENT

PROXY STATEMENT SUMMARY
Stockholder Outreach and Engagement
The Company regularly engages with its stockholders and other stakeholders and solicits feedback. The Company's practice is to regularly reach out to its largest stockholders, generally twice per year. Initial stockholder outreach occurs prior to the annual meeting to discuss any concerns stockholders may have, but particularly relating to matters to be voted on at the meeting. Following the annual meeting, additional stockholder outreach occurs to review a wider range of topics of concern, including strategic priorities, sustainability and environmental issues, corporate governance and executive compensation. As part of this annual engagement process, during 2021 and through the date of this Proxy Statement, Pioneer met with stockholders holding in the aggregate more than 70 percent of the Company's outstanding shares. The topics covered at the meetings included strategic priorities, sustainability and environmental issues, corporate governance, diversity, equity and inclusion efforts and executive compensation, among others. This process has led to a number of enhancements in the Company's governance, compensation and disclosure practices. For more information see "Engagement with Stockholders" on page 36.
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2022 PROXY STATEMENTPIONEER NATURAL RESOURCES
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PROXY STATEMENT
2022 ANNUAL MEETING OF STOCKHOLDERS
General Information
This Proxy Statement provides information in connection with the solicitation of proxies by the Board of the Company for use at the Annual Meeting, which will be held online at www.virtualshareholdermeeting.com/PXD2022 on Wednesday, May 25, 2022, at 8:00 a.m., Central Time. You may attend the Annual Meeting online using the control number included in your Notice of Availability and vote your shares of the Company's common stock if you were a stockholder of record at the close of business on March 31, 2022. Instructions on how to attend and participate via the internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/PXD2022. To be admitted and participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Availability, on your proxy card or on the instructions that accompanied your proxy materials. Shares held in your name as the stockholder of record may be voted electronically during the Annual Meeting. Shares for which you are the beneficial owner but not the shareholder of record also may be voted electronically during the Annual Meeting. However, even if you plan to attend the Annual Meeting, the Company recommends that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting.
If you are not present at the Annual Meeting, your shares may be voted only by a person to whom you have given a proper Proxy. The Board is requesting your Proxy so that the persons named on the Proxy will be authorized to represent you and vote your shares at the Annual Meeting. Those persons will also be authorized to vote your shares to adjourn the Annual Meeting from time to time and to vote your shares at any adjournments or postponements of the Annual Meeting. You may revoke the Proxy in writing at any time before it is exercised at the Annual Meeting. See "General Information about the Annual Meeting - Voting and Quorum - Revoking a Proxy."
About the Annual Meeting
In light of the public health impact of the ongoing coronavirus, or COVID-19, outbreak and the continued uncertainty regarding the progression of the pandemic and the potential outbreak of new variants, Pioneer has determined that the Annual Meeting will be held in a virtual meeting format only. There will be no physical meeting location and the meeting will only be conducted via live webcast. You may submit questions for the meeting in advance at www.virtualshareholdermeeting.com/PXD2022. You may participate in the Annual Meeting, submit live questions and vote during the meeting at www.virtualshareholdermeeting.com/PXD2022 by entering the control number included on the Notice of Availability or the proxy card you received, or in the instructions that accompanied your proxy materials. Online check-in will begin at 7:45 a.m., Central Time. Please allow ample time for online check-in procedures. If you encounter any difficulties accessing the virtual meeting during check-in or during the course of the Annual Meeting, please call 844-986-0822 (U.S.) or 303-562-9302 (International).
This virtual stockholder meeting format uses technology designed to increase stockholder access and provide stockholders rights and opportunities to participate in the meeting similar to what they would have at an in-person meeting. In addition to online attendance, stockholders will be provided an opportunity to hear all portions of the official meeting, submit written questions and comments before and during the meeting, and vote online during the open poll portion of the meeting.
See "General Information about the Annual Meeting" for additional information relating to the Annual Meeting.
References in the Proxy Materials to the "Annual Meeting" also refer to any adjournments, postponements or changes in location of the Annual Meeting, to the extent applicable.

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PIONEER NATURAL RESOURCES2022 PROXY STATEMENT

GENERAL INFORMATION
Electronic Availability of Proxy Statement and Annual Report
As permitted under the rules of the Securities and Exchange Commission (the "SEC"), the Company is making this Proxy Statement and its Annual Report available to its stockholders electronically via the internet. The Company is sending the Notice of Availability on or about April 14, 2022, to its stockholders of record as of the close of business on March 31, 2022. The Notice of Availability includes:
instructions on how to access the Company's proxy materials electronically;
the date, time and location of the Annual Meeting;
a description of the matters intended to be acted upon at the Annual Meeting;
a list of the materials being made available electronically;
instructions on how a stockholder can request paper or e-mail copies of the Company's proxy materials;
any control/identification numbers that a stockholder needs to access the Proxy and the online Annual Meeting; and
information about attending online the Annual Meeting and voting online during the Annual Meeting.
Voting Matters and Board Recommendations
The following table sets forth the items currently on the agenda for the Annual Meeting, along with the Board's recommendations.
PROPOSALDESCRIPTIONBOARD RECOMMENDATIONPAGE
1Election of the Company's 12 director nominees named in this Proxy Statement
FOR each of the
director nominees
2Ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2022FOR
3Approval, on an advisory basis, of the Company's named executive officer compensationFOR
For additional information about the Annual Meeting, including what vote is required for each item, how a Proxy that is properly completed and submitted will be voted, and what is the quorum required for the meeting, please see "General Information about the Annual Meeting."

2022 PROXY STATEMENTPIONEER NATURAL RESOURCES
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PROPOSAL ONE
ELECTION OF DIRECTORS
Directors and Nominees
Upon recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the 12 individuals named below for election as directors at the Annual Meeting, each of whom is currently serving as a director of the Company. 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 the Proxy will vote for the election of a substitute nominee that the Board recommends.
The Board considers each director's relevant experience, qualifications, skills and other factors in the course of its annual self-evaluation. In addition, with regard to the overall composition of the Board, the Nominating and Corporate Governance Committee and the Board seek to achieve an overall balance of backgrounds and diversity of experience with a complementary mix of skills and professional experience in areas relevant to the Company's business and strategy. The biographies of each of the nominees set forth below contain certain information about his or her principal occupation and business experience and also highlight certain of the nominee's particular attributes that the Board believes the nominee brings to the Board.
Required Vote
The Company's Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), provides that all directors are to be elected annually. The Company's Sixth Amended and Restated Bylaws (the "Bylaws") provide for the election of directors by the majority vote of stockholders in uncontested elections. This means the number of votes cast "For" must exceed the number of votes cast "Against" such nominee's election in order for him or her to be elected to the Board. As a condition to being nominated, each nominee for director is required to submit an irrevocable letter of resignation that becomes effective if the nominee does not receive a majority of the votes cast in an uncontested election and the Board decides to accept the resignation. If a nominee who is currently serving as a director does not receive a majority of the votes cast for his or her election, the Board will act on the tendered resignation within 90 days after the date of the certification of the election results. If the resignation is not accepted, the Board will publicly disclose its decision and its primary rationale, and the director will continue to serve as a director until his or her successor is elected and qualified or until his or her earlier resignation or removal. If the Board accepts the resignation, the Board may fill the vacancy in accordance with the Company's Bylaws or may decrease the size of the Board.

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THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES LISTED BELOW.

The Board considers each director’s relevant experience, qualifications, skills and other factors in the course of the Board’s annual self-evaluation.

The Company’s Amended and Restated Certificate of Incorporation provides that all directors are to be elected annually by the majority vote of stockholders in uncontested elections.

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PIONEER NATURAL RESOURCES2022 PROXY STATEMENT

PROPOSAL ONE
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A.R. ALAMEDDINE
Mr. A.R. Alameddine joined the Board in connection with Pioneer’s acquisition of Parsley Energy, Inc. ("Parsley"). Prior to joining Pioneer's Board, Mr. Alameddine served on Parsley's board of directors from December 2013 until Parsley was acquired by the Company in January 2021, including service as Parsley's Lead Director from February 2016. Prior to his retirement in 2008, Mr. Alameddine held a number of positions in the oil and gas industry, including serving as Executive Vice President of Worldwide Negotiation Execution and Implementation at Pioneer from 2005 until his retirement in 2008.
Before joining Pioneer in 1997, Mr. Alameddine spent 26 years with Mobil Exploration & Producing Company, a subsidiary of Exxon Mobil Corporation, in various engineering and planning positions in the United States. In addition, he worked in Norway for three years on various North Sea projects.
Mr. Alameddine's extensive experience in the exploration and production ("E&P") industry, including in senior executive roles in operational and technical positions with a major international energy company, brings to the Board significant senior executive experience, and experience in and knowledge of the E&P industry and its operations.
Education:
Bachelor of Science degree in Petroleum Engineering, Louisiana State University
Pioneer Committees:
Compensation and Leadership Development
Nominating and Corporate Governance
Current Public Company Directorships:
None
Prior Public Company Directorships (within last five years):
Parsley Energy, Inc.
Current Non-Public Company Board or Other Service:
None
Age: 74
Director Since: 2021
Independent: Yes

2022 PROXY STATEMENTPIONEER NATURAL RESOURCES
17

PROPOSAL ONE
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LORI G. BILLINGSLEY
Lori G. Billingsley became a Director of the Company in June 2021. She most recently served as the Global Chief Diversity, Equity and Inclusion ("DEI") Officer for The Coca-Cola Company ("Coca-Cola") until March 2022. In this role, she led the company’s DEI Center of Excellence. Ms. Billingsley spent 20 years with Coca-Cola, having spent most of her time in a variety of roles with increasing responsibility within Public Affairs and Communications. Prior to her role as Global Chief DEI Officer, she served as the Vice President of Community and Stakeholder Relations, North America.
Prior to joining Coca-Cola, Ms. Billingsley led her own public relations consultancy, LG Communications, was a vice president at Porter/Novelli, a leading public relations firm where she co-founded their Multicultural Communications and Alliance Building practices, and was a senior public affairs specialist for the District of Columbia Government's Office of Human Rights and Minority Business.
Ms. Billingsley's more than 30 years of public affairs, issues communications, community and stakeholder relations, and diversity, equity and inclusion experience, brings to the Board significant senior executive experience in employee development, building diverse workforces and stakeholder and community engagement.
Education:
Bachelor of Arts in Public Relations, Howard University
Master of Arts in Public Communications, American University
Pioneer Committees:
Compensation and Leadership Development
Health, Safety and Environment
Current Public Company Directorships:
None
Prior Public Company Directorships (within last five years):
None
Current Non-Public Company Board or Other Service:
NAACP Foundation
ColorComm
Age: 58
Director Since: 2021
Independent: Yes

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PIONEER NATURAL RESOURCES2022 PROXY STATEMENT

PROPOSAL ONE
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EDISON C. BUCHANAN
Mr. Buchanan was a Managing Director of various groups in the Investment Banking Division of Dean Witter Reynolds in their New York and Dallas offices from 1981 to 1997. In 1997, Mr. Buchanan joined Morgan Stanley Dean Witter as a Managing Director in the Real Estate Investment Banking group. During 2000, Mr. Buchanan served as Managing Director and head of the domestic Real Estate Investment Banking Group of Credit Suisse First Boston.
Mr. Buchanan's more than 20 years in investment banking and finance, including in senior executive roles, brings to the Board significant senior executive experience and extensive experience in corporate finance, mergers and acquisitions and commercial transactions, strategic planning and human resources.
Education:
Bachelor of Science degree in Civil Engineering, Tulane University
Master of Business Administration in Finance and International Business, Columbia University
Pioneer Committees:
Compensation and Leadership Development
Nominating and Corporate Governance
Current Public Company Directorships:
None
Prior Public Company Directorships (within last five years):
None
Current Non-Public Company Board or Other Service:
Commonweal Conservancy (Chair)
Age: 67
Director Since: 2002
Independent: Yes

2022 PROXY STATEMENTPIONEER NATURAL RESOURCES
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PROPOSAL ONE
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MARIA S. DREYFUS
Maria S. Dreyfus became a Director of Pioneer in September 2021. She is the CEO and Founder of Ardinall Investment Management, a New York based independent investment firm established in 2017. Ardinall Investment Management has an ESG-based investment approach and focuses on climate change and sustainable investments.
Prior to Ardinall Investment Management, Ms. Dreyfus spent 15 years at Goldman Sachs, most recently serving as Portfolio Manager and Managing Director in the Goldman Sachs Investment Partners group, where she focused on energy, industrials, transportation and infrastructure investments in both public and private markets.
Ms. Dreyfus's extensive experience in investment banking and finance, including significant expertise in the areas of environmental, social and governance issues and sustainable energy investments, brings to the Board significant knowledge of and insight into environmental policy, renewable energy matters and matters related to the energy transition.
Education:
Bachelor of Science in Economics and Management Science, Massachusetts Institute of Technology (MIT)
Pioneer Committees:
Audit
Health, Safety and Environment
Sustainability and Climate Oversight
Current Public Company Directorships:
Macquarie Infrastructure Corporation
Nabors Energy Transition Corp.
Prior Public Company Directorships (within last five years):
None
Current Non-Public Company Board or Other Service:
Caisse de dépôt et placement du Québec (CDPQ)

Age: 42
Director Since: 2021
Independent: Yes

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PIONEER NATURAL RESOURCES2022 PROXY STATEMENT

PROPOSAL ONE
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MATTHEW M. GALLAGHER
Mr. Gallagher joined the Board in connection with Pioneer's acquisition of Parsley. He is currently serving as President of Greenlake Energy Ventures, LLC and a Venture Partner at NGP Energy Capital Management, LLC Prior to joining Pioneer's Board, Mr. Gallagher had served as Parsley's President and Chief Executive Officer since January 2019. Mr. Gallagher previously served as Parsley's President and Chief Operating Officer from January 2017 until October 2018 and as Parsley's President from October 2018 until January 2019, when pursuant to Parsley's succession plan, he was appointed President and Chief Executive Officer. Mr. Gallagher also served as a director of Parsley from January 2018 until Pioneer's acquisition of Parsley. Prior to being named Parsley's President, Mr. Gallagher served in a number of roles at Parsley since joining that company in 2010, including as Vice President—Chief Operating Officer from May 2014 through January 2017 and Vice President—Engineering and Geoscience from December 2013 to April 2014. Prior to joining Parsley, Mr. Gallagher worked in a number of positions at Pioneer from 2005 to 2010, including a variety of engineering roles with Pioneer.
Mr. Gallagher's extensive experience in various roles with energy companies, including more than six years in a Chief Operating or Chief Executive role, brings to the Board significant senior executive experience and experience in and knowledge of the E&P industry and its operations and related technology matters, as well as experience in HSE matters and human resources.
Education:
Bachelor of Science in Petroleum Engineering, the Colorado School of Mines
Pioneer Committees:
Health, Safety and Environment
Current Public Company Directorships:
Chesapeake Energy Corporation
Prior Public Company Directorships (within last five years):
Parsley Energy, Inc.
Current Non-Public Company Board or Other Service:
None
Age: 39
Director Since: 2021
Independent: Yes

2022 PROXY STATEMENTPIONEER NATURAL RESOURCES
21

PROPOSAL ONE
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PHILLIP A. GOBE
Mr. Gobe has served as the Chairman of the Board of Directors of ProPetro Holding Corp. ("ProPetro") since July 2019. He was appointed as ProPetro's Executive Chairman in October 2019 and chief executive officer in March 2020, and served as chief executive officer through August 2021, at which point he continued as ProPetro’s Executive Chairman. In March 2022, he transitioned back to non-executive Chairman of the Board of Directors of ProPetro. Previously, he had served as Chief Operating Officer of Energy Partners, Ltd. from December 2004, and President from May 2005 until his retirement in September 2007. Mr. Gobe also served as a director of Energy Partners, Ltd. from November 2005 until May 2008. Prior to that, Mr. Gobe had served as Chief Operating Officer of Nuevo Energy Company from February 2001 until its acquisition by Plains Exploration & Production Company in May 2004, and prior to that time, he held numerous operations and human resources positions with Vastar Resources, Inc. and Atlantic Richfield Company ("ARCO") and its subsidiaries.
Mr. Gobe's extensive experience in various roles with energy companies, including a major international energy company, which included more than nine years in a Chief Operating role, brings to the Board significant senior executive experience and experience in and knowledge of the E&P industry and its operations and related technology matters, as well as experience in commercial transactions, HSE matters and human resources.
Education:
Bachelor of Arts, the University of Texas
Master of Business Administration, the University of Louisiana in Lafayette
Pioneer Committees:
Health, Safety and Environment (Chair)
Sustainability and Climate Oversight
Current Public Company Directorships:
ProPetro Holding Corp.
Prior Public Company Directorships (within last five years):
None
Current Non-Public Company Board or Other Service:
Pantheon Resources PLC
Age: 69
Director Since: 2014
Independent: Yes


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PIONEER NATURAL RESOURCES2022 PROXY STATEMENT

PROPOSAL ONE
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STACY P. METHVIN
Ms. Methvin was Vice President, Refining Margin Optimization of Shell Oil Company ("Shell") from 2011 until her retirement in 2012, and from 2009 until 2010, she was Vice President, Global Distribution of Shell. Ms. Methvin also held various other operational and management roles in the upstream, downstream and chemical businesses during her tenure at Shell and its subsidiaries that began in 1979, including President, Shell Louisiana E&P Company, President, Shell Deer Park Refining Company, President, Shell Pipeline Company LP, President, Shell Chemical LP, and Vice President, Strategy and Portfolio for the downstream business.
With more than 15 years of senior executive service in operational and management roles in the upstream, downstream and chemical business segments of a major international energy company, Ms. Methvin brings to the Board significant senior executive experience, experience in and knowledge of the E&P industry and its operations, strategic planning and risk management, HSE matters, marketing transactions, international operations, regulatory compliance and human resources.
Education:
Bachelor of Arts in Geological and Geophysical Sciences, Princeton University
Pioneer Committees:
Compensation and Leadership Development (Chair)
Health, Safety and Environment
Sustainability and Climate Oversight
Current Public Company Directorships:
Magellan Midstream Partners, LP
Prior Public Company Directorships (within last five years):
None
Current Non-Public Company Board or Other Service:
Oiltanking GmbH (Chair)
xF Technologies Inc.
Louisiana Governor's Advisory Commission on Coastal Protection, Restoration and Conservation
Memorial Hermann Healthcare System (Chair-elect)
The Houston Zoo (Chair)
Age: 65
Director Since: 2013
Independent: Yes


2022 PROXY STATEMENTPIONEER NATURAL RESOURCES
23

PROPOSAL ONE
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ROYCE W. MITCHELL
Mr. Mitchell has been an executive consultant, focusing on advising management teams and board audit committees of E&P companies, since January 2005, except for the period from April 2008 through December 2008 when he served as Chief Financial Officer of Frac Tech Services, Ltd. Mr. Mitchell served as Executive Vice President, Chief Financial Officer and Chief Accounting Officer of Key Energy Services, Inc. from January 2002 to January 2005. Before joining Key Energy Services, Inc., he was a partner with KPMG LLP from April 1986 through December 2001 specializing in the oil and gas industry.
With more than 25 years with a major accounting firm, including 15 years as a partner, and significant experience as a chief financial officer and consultant for energy companies, Mr. Mitchell brings to the Board extensive experience and knowledge in accounting, corporate finance, mergers and acquisitions, risk management and commercial transactions, including significant experience in the E&P industry. Mr. Mitchell has been determined by the Board to meet the SEC's definition of audit committee financial expert.
Education:
Bachelor of Business Administration, Texas Tech University
Pioneer Committees:
Audit (Chair)
Health, Safety and Environment
Sustainability and Climate Oversight
Current Public Company Directorships:
None
Prior Public Company Directorships (within last five years):
ProPetro Holding Corp.
Current Non-Public Company Board or Other Service:
None
Age: 67
Director Since: 2014
Independent: Yes

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PIONEER NATURAL RESOURCES2022 PROXY STATEMENT

PROPOSAL ONE
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FRANK A. RISCH
Mr. Risch retired in 2004 as Vice President and Treasurer (and Principal Financial Officer) of Exxon Mobil Corporation following a 38 year international career in finance, strategic planning and general management with Exxon and its operating affiliates in the U.S. and abroad. In 1990, he began a two year assignment in Dallas as Executive Assistant to the Chairman of the Board and CEO of Exxon Corporation. He became Assistant Controller of the corporation in 1992, Assistant Treasurer in 1994 and Vice President and Treasurer of the corporation on January 1, 1999.
Mr. Risch's extensive executive experience as a financial officer at a major international energy company brings to the Board extensive senior executive experience, and extensive knowledge and experience in accounting, finance, capital markets, strategic planning, risk management, mergers and acquisitions and commercial transactions. Mr. Risch has been determined by the Board to meet the SEC's definition of audit committee financial expert.
Education:
Bachelor of Science in Business Administration, Pennsylvania State University
Master of Science in Industrial Administration, Carnegie Mellon University
Pioneer Committees:
Audit
Nominating and Corporate Governance
Current Public Company Directorships:
None
Prior Public Company Directorships (within last five years):
None
Current Non-Public Company Board or Other Service:
Carnegie Mellon University Tepper School of Business, Business Board of Advisors (Emeritus Member)
Financial Executives International
The Dallas Theater Center (Life Trustee)
The Dallas Holocaust and Human Rights Museum (Immediate Past Board Chair)
HIAS International
Dallas CASA (Court Appointed Special Advocates) (Emeritus Director)
Age: 79
Director Since: 2005
Independent: Yes

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PROPOSAL ONE
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SCOTT D. SHEFFIELD
Mr. Sheffield was appointed the Company's Chief Executive Officer in February 2019 and also served as the Company's President from February 2019 through December 2020. He served as Chairman of the Board of the Company from 1999 through February 2019. Previously, he had served as Chief Executive Officer of the Company from 1997 through December 31, 2016, and then as the Executive Chairman until December 31, 2017. Mr. Sheffield was the Chairman of the Board of Directors and Chief Executive Officer of Parker & Parsley Petroleum Company, a predecessor of the Company (together with its predecessor companies, "Parker & Parsley"), from January 1989 until Pioneer was formed in August 1997. Mr. Sheffield joined Parker & Parsley as a petroleum engineer in 1979, was promoted to Vice President - Engineering in September 1981, was elected President and a Director in April 1985. Before joining Parker & Parsley, Mr. Sheffield was employed as a production and reservoir engineer for Amoco Production Company. Mr. Sheffield's severance agreement provides that his failure to be re-elected constitutes "good reason" under his severance agreement whether or not his resignation is accepted by the Board, which would entitle him to terminate his employment and receive the benefits described in the section below entitled "Executive Compensation Tables - Potential Payments upon Termination or Change in Control."
Mr. Sheffield's more than 30 years' experience as CEO of the Company or its predecessor, and his extensive experience in petroleum engineering, brings to the Board extensive senior executive experience, experience in and knowledge of the E&P industry, its operations and related technology matters, corporate finance, capital markets and mergers and acquisitions, strategic planning, marketing and hedging transactions, international business matters, governmental and regulatory matters and human resources. In addition, his service on the Advisory Board of the Center for Global Energy Policy at Columbia University, which conducts research and convenes policy experts and industry leaders on a range of energy-relevant matters, brings to the Board knowledge of and insight into environmental policy and renewable energy matters.
Education:
Bachelor of Science in Petroleum Engineering, the University of Texas
Pioneer Committees:
None
Current Public Company Directorships:
The Williams Companies, Inc.
Prior Public Company Directorships (within last five years):
None
Current Non-Public Company Board or Other Service:
The Center for Global Energy Policy at Columbia University Advisory Board
CSL Capital Management, LLC
Age: 69
Director Since: 1997
Independent: No

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PIONEER NATURAL RESOURCES2022 PROXY STATEMENT

PROPOSAL ONE
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J. KENNETH THOMPSON
Mr. Thompson has served as the Board's independent Chairman since February 2019, and prior to that time, had served as Lead Independent Director since May 2015. Mr. Thompson has served as the President and Chief Executive Officer of Pacific Star Energy LLC, a privately held firm that is a passive holder of oil lease royalties in Alaska, since September 2000. He served as Managing Director of Alaska Venture Capital Group LLC, a privately held oil and gas exploration company in which Pacific Star Energy LLC owns an interest, from December 2004 to December 2012. Mr. Thompson's experience includes serving as Executive Vice President of ARCO's Asia Pacific oil and gas operating companies in Alaska, California, Indonesia, China and Singapore from 1998 to 2000, and President and Chief Executive Officer of ARCO Alaska, Inc., the parent company's oil and gas producing subsidiary based in Anchorage, from June 1994 to January 1998. He also served in various technical and management roles at ARCO from 1974 to 1998, including as executive head of ARCO's oil and gas research and technology center from 1993 to 1994, which included research and technology application in various geoscience disciplines, engineering technologies and environmental sciences. When head of ARCO's Research & Technology Center, he also had oversight of the Information Technology department, the computing center and IT security.
Mr. Thompson's extensive experience as a CEO of an oil and gas exploration company and as a senior executive in operational and technical roles with a major international energy company brings to the Board significant senior executive experience, experience in and knowledge of the E&P industry and its operations, technology and research and development, strategic planning and risk management, HSE matters, international operations, and human resources. In addition, his experience as executive head of ARCO's oil and gas environmental research and technology initiatives and Chair of the environmental, health, safety and social responsibility committee of Coeur Mining, Inc. brings to the Board significant knowledge of and insight into environmental matters. In 2019, Mr. Thompson was selected as one of the 100 most influential corporate directors by the National Association of Corporate Directors.
Education:
Bachelor of Science degree in Petroleum Engineering, Missouri University of Science & Technology
Pioneer Committees:
Compensation and Leadership Development
Nominating and Corporate Governance
Sustainability and Climate Oversight (Chair)
Current Public Company Directorships:
Alaska Air Group, Inc.
Coeur Mining, Inc.
Tetra Tech, Inc.
Prior Public Company Directorships (within last five years):
None
Current Non-Public Company Board or Other Service:
CDF Capital (Chair)
Age: 70
Director Since: 2011
Independent: Yes

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PROPOSAL ONE
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PHOEBE A. WOOD
Ms. Wood has been a principal at CompaniesWood, a consulting firm specializing in advising and investing in early stage investments, since 2008. She was Executive Vice President and Chief Financial Officer of Brown-Forman Corporation, a diversified consumer products manufacturer, from 2001 to 2006, and Vice Chairman and Chief Financial Officer from 2006 to 2008, where she was responsible for the financial operations of the company, including corporate development, controllership, treasury, investor relations, tax, information technology and internal audit. Prior to Brown-Forman Corporation, Ms. Wood was Vice President, Chief Financial Officer and a Director of Propel Corporation (a subsidiary of Motorola) from 2000 to 2001. Previously, Ms. Wood served in various capacities during her tenure at ARCO from 1976 to 2000, including as divisional CFO in Alaska and England.
Ms. Wood's extensive senior executive experience as a financial officer in diverse industries, including a major international energy company, and Chair of the audit committees of two other public companies, bring to the Board extensive senior executive experience, and deep knowledge and experience in accounting, finance, capital markets, strategic planning, risk management, corporate governance, mergers and acquisitions and commercial transactions. In 2018, Ms. Wood was selected as one of the 100 most influential corporate directors by the National Association of Corporate Directors.
Education:
A.B. degree, Smith College
Master of Business Administration, the University of California Los Angeles
Pioneer Committees:
Compensation and Leadership Development
Nominating and Corporate Governance (Chair)
Sustainability and Climate Oversight
Current Public Company Directorships:
Invesco Ltd.
Leggett & Platt, Incorporated
PPL Corporation
Prior Public Company Directorships (within last five years):
Coca-Cola Enterprises Inc.
Current Non-Public Company Board or Other Service:
The Gheens Foundation Board of Trustees
American Printing House for the Blind Board of Trustees
Age: 69
Director Since: 2013
Independent: Yes


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PIONEER NATURAL RESOURCES2022 PROXY STATEMENT

PROPOSAL ONE
Board Composition; the Directors' Experiences, Qualifications, Attributes and Skills; Rooney Rule
The Board endeavors to achieve an overall balance of backgrounds and diversity of experience at policy-making levels with a complementary mix of skills and professional experience in areas relevant to the Company's business and strategy, while also ensuring that the size of the Board is appropriate to function effectively and efficiently. Accordingly, the Board and the Nominating and Corporate Governance Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board's overall composition and the Company's current and future needs.
In considering whether an incumbent director should be nominated for reelection, the Board considers the results of its self-evaluation process. See "Corporate Governance - Director Self-Evaluation Process, Onboarding and Education and Board Refreshment" below for more detail about this process. In identifying potential director candidates for addition to the Board, the Nominating and Corporate Governance Committee will rely on any source available for the identification and recommendation of candidates, including its directors, officers and stockholders. In the event that the Nominating and Corporate Governance Committee determines to recruit candidates from outside Pioneer as potential nominees to join the Pioneer Board, the committee will use its best efforts to include, and will instruct any third-party search firm the committee engages to assist it in seeking candidates for the Pioneer Board to include, qualified candidates with a diversity of gender and race/ethnicity in the initial pool from which the committee selects director candidates.
As set out in the Company's Corporate Governance Guidelines, all directors are expected to possess the highest personal values and integrity; exhibit sound judgment, intelligence, personal character, and the ability to make independent analytical inquiries; be willing to devote adequate time to Board duties; strive for a collegial atmosphere showing mutual respect for all Directors and opinions; and be able to serve on the Board for a sustained period.
The table below summarizes certain key qualifications, skills and attributes that each director brings to the Board. The lack of a mark for a particular item does not mean the director does not possess that qualification or skill. However, a mark indicates a specific area of focus or expertise that the director brings to the Board. More details on each director's qualifications, skills and attributes are included in the director biographies on the previous pages.

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PROPOSAL ONE
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Senior Exec Experience - serving in a senior leadership role at another organization
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E&P Industry Ops - experience in the exploration and production industry and/or knowledgeable on the Company's position in the sector
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Science / Tech / Eng / R&D - experience in research, innovation, or improvement on searching for or extracting raw materials
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Accounting / Finance - knowledge of the financial markets, corporate finance, accounting regulations, and accounting and financial reporting processes
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M&A / Comm. Transactions- experience in consolidation of companies or assets through various types of financial transactions
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Strategic Planning / Risk Management - oversight of management’s development, implementation of strategic priorities, security, and risk management
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Environmental / Safety / Health / Sustainability - experience in refining and establishing sustainable practices and/or safer working conditions
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Marketing / Sales - experience executing corporate commercial and/or marketing strategies and initiatives
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Global Business / International - experience in globalization and developing international business relationships in global markets
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Legal / Government / Regulatory - experience in highly regulated businesses and/or familiar with legal practices
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Human Resources - experience in human capital management and/or cultivating resources and communication channels throughout the company
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Other Public Boards - experience on boards of other publicly traded companies
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Alameddinellllllll
Billingsleyllllll
Buchananlllllllllll
Dreyfusllllllllll
Gallagherllllllllll
Gobelllllllll
Grillot*lllllll
Methvinlllllllllll
Mitchellllllllllll
Rischllllllllll
Sheffieldllllllllllll
Thompsonllllllllllll
Woodlllllllll
Wortley*llllllll
*Messrs. Grillot and Wortley will retire from the Board effective as of the Annual Meeting.

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PIONEER NATURAL RESOURCES2022 PROXY STATEMENT

CORPORATE
GOVERNANCE
Corporate Governance Guidelines
The Board believes that sound governance practices and policies provide an important framework to assist it in fulfilling its duties to stockholders. The Company's Corporate Governance Guidelines cover the following principal subjects:
Role and functions of the Board
Qualifications and independence of directors
Size of the Board and director selection process
Committee functions and independence of committee members
Meetings of non-employee directors
Self-evaluation of the Board and its committees
Ethics and conflicts of interest (a copy of the current "Code of Business Conduct and Ethics" is posted on the Company's website at www.pxd.com/culture/governance)
Review and approval of related person transactions
Contacting the Board (including the Board's non-management or independent directors as a group), including reporting of concerns about the Company's accounting, internal controls or auditing matters
Compensation of the Board and stock ownership requirements
Succession planning and annual compensation review of senior management
Directors' access to senior management and to independent advisors
New director orientation
Continuing director education

The Company's Corporate Governance Guidelines are posted on the Company's website at www.pxd.com/culture/governance. The Corporate Governance Guidelines are reviewed periodically and as necessary by the Company's Nominating and Corporate Governance Committee, and any proposed additions to or amendments of the Corporate Governance Guidelines are presented to the Board for its approval.
Board Leadership Structure
The Company's governing documents allow the roles of Chairman of the Board and CEO to be filled by the same or different individuals. This approach allows the Board flexibility to determine whether the two roles should be separate or combined based upon the Company's needs from time to time.
In February 2019, the Board appointed J. Kenneth Thompson, an independent member of the Board, to serve as Chairman of the Board concurrently with the appointment of Scott D. Sheffield to serve as the Company's President and Chief Executive Officer. Prior to his appointment to Board Chairman, Mr. Thompson had served as the Lead Director of the Board since May 2015, and has served as a member of the Board since 2011. The Board believes that Mr. Thompson's tenure as a director with the Company along with his extensive executive experience in the energy industry provides him deep knowledge of the Company, its history, its business and its industry, making him well suited to ensure that critical business issues are brought before the Board. In

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CORPORATE GOVERNANCE
addition, the Board believes that Mr. Thompson's service as an independent director of a number of other boards provides him invaluable insight and exposure to many of the major issues Pioneer faces as a publicly-traded company.
As the Board's independent Chairman, Mr. Thompson's duties include approving the agenda and meeting schedules for each meeting of the Board, in consultation with the CEO and the Corporate Secretary and taking into account suggestions of other directors, and presiding at meetings of the Board. All directors are encouraged to suggest the inclusion of agenda items and meeting materials, and any director is free to raise at any Board meeting items that are not on the agenda for that meeting. In addition, the Board's non-employee directors regularly meet in executive session without the presence of any members of management, and, in accordance with the Company's Corporate Governance Guidelines, the Board will hold at least one executive session with independent directors each year. Mr. Thompson presides at these executive sessions, following which he provides guidance and feedback to the Company's management team.
The Board regularly considers its leadership structure to ensure that the structure is appropriate in light of the needs of the Company's business, and the Board is open to different structures as circumstances may warrant. At the present time, the Board believes that the current arrangement of having Mr. Thompson, an independent director, serve as Chairman, best serves the interests of the Company and its stockholders.
CEO and Senior Management Succession Planning
The Board recognizes that management succession planning is a fundamental and ongoing part of its responsibilities. The full Board is responsible for overseeing CEO succession planning, and regularly reviews potential internal senior management candidates with the CEO and the Company's Senior Vice President, Human Resources, including the qualifications, experience, and development plans for these individuals. In addition, the Compensation and Leadership Development Committee regularly reviews potential successors to other senior officers within the organization with the CEO and the Company's Senior Vice President, Human Resources, including their qualifications, experience, and development plans. Directors engage with potential CEO and senior management successors at Board and committee meetings and in less formal settings to allow directors to personally assess candidates. Effective January 1, 2021, Pioneer appointed Richard P. Dealy, then serving as the Company's Executive Vice President and Chief Financial Officer, as the Company's President and Chief Operating Officer, and named Mr. Sheffield, then President and Chief Executive Officer, as Chief Executive Officer.
Director Independence
Assessment Process. Each year, the Board, with the assistance of the Nominating and Corporate Governance Committee, assesses the independence of the Company's directors. In making this assessment, the committee and the Board use the independence standards of the NYSE corporate governance rules for determining whether directors are independent, and additionally consider the rules of the SEC and the NYSE in determining independence for Audit Committee and Compensation and Leadership Development Committee members. A director cannot be considered independent unless the Board affirmatively determines that he or she does not have any relationship with management or the Company that may interfere with the exercise of his or her independent judgment, including any of the relationships that would disqualify the director from being independent under the rules of the NYSE and SEC. In addition, the Nominating and Corporate Governance Committee and the Board consider the tenure of each director and whether a long period of service could affect his or her objectivity and independence from management.
Independence of Pioneer's Directors. The Board has assessed the independence of each director under the independence standards of the NYSE and affirmatively determined that all of the Board's directors, other than Mr. Sheffield, are independent. In connection with its assessment of the directors' independence, the Board reviewed the facts and circumstances of certain of the directors' roles as independent directors of companies that have a business relationship as a vendor or service provider to the Company in the ordinary course of business.

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PIONEER NATURAL RESOURCES2022 PROXY STATEMENT

CORPORATE GOVERNANCE
In each such case, the Board concluded that the director is an independent director because he or she is not an employee or officer of the other party and his or her role at the other company is limited to that of an independent director, and the business between Pioneer and the other company would not impair the director's independence. This was applicable to Ms. Methvin's role as an independent director of the general partner of Magellan Midstream Partners, L.P., which owns interests in pipelines and storage facilities that provide services to the Company, and Mr. Thompson's role as an independent director of Tetra Tech, Inc., an engineering consulting firm that provides services to the Company. With regard to Mr. Gobe, due to his transition to nonexecutive Chairman of ProPetro as of March 2022, he is again deemed to be independent on the Company's Board as it was determined that the business between Pioneer and ProPetro under the services agreement that the Company and ProPetro originally entered into prior to Mr. Gobe's service on the ProPetro board would not impair his independence.
Audit Committee. In connection with its assessment of the independence of each non-employee director, the Board also determined that each member of the Audit Committee meets the additional independence standards of the NYSE and SEC applicable to members of the Audit Committee. Those standards require that the director not be an affiliate of the Company and that the director not receive from the Company, directly or indirectly, any consulting, advisory or other compensatory fees except for fees for services as a director.
Compensation and Leadership Development Committee. In connection with its independence assessment, the Board also determined that each member of the Compensation and Leadership Development Committee meets the additional independence standards of the NYSE and SEC applicable to members of the Compensation and Leadership Development Committee. Those standards require that the Board consider all factors specifically relevant to determining whether a director has a relationship to the Company that is material to his or her ability to be independent from management of the Company in connection with the duties of a member of the committee, including the source of his or her compensation and whether he or she is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company.
Director Self-Evaluation Process, Onboarding and Education and Board Refreshment
The Board does not currently believe that it is appropriate to impose either arbitrary term limits on directors' service or a mandatory retirement age. Directors who have served on the Board for an extended period of time provide valuable insight based on their experience with and understanding of the Company's mission, strategies and objectives and the challenges faced by the Company in the oil and gas industry, particularly given the industry's cyclical nature. In assessing the composition of the Board, the Board and its Nominating and Corporate Governance Committee strive to achieve an overall balance of backgrounds and diversity of experience at policy-making levels with a complementary mix of skills and professional experience in areas relevant to the Company's business, while also ensuring that the size of the Board is appropriate to function effectively and efficiently.
Self-Evaluation Process and Board Composition. Each year, the Board undergoes a rigorous and thorough self-evaluation process. The most recent process was led by Mr. Thompson, the Board's independent Chairman, and Ms. Wood, the Chair of the Nominating and Corporate Governance Committee. The self-evaluation is designed to assess whether the Board and its committees are functioning effectively. Each individual Board committee also conducts annual self-evaluations for the same purpose. The Board evaluation process described below is managed by the Corporate Secretary's office under the direction of the Board's independent Chairman and the Chair of the Nominating and Corporate Governance Committee. In addition, as part of the process, the Board reviews its skills and qualifications matrix to ensure that the Board maintains an appropriate balance of knowledge and experience in light of the Company's strategy and the long-term interests of stockholders. The Board believes that, collectively, its current members bring to the Board, through a variety of backgrounds and experiences, including through education, technical expertise, direct hands-on experience and managerial roles, a diverse range of skills and experience in relevant areas that contribute to overall effective leadership and exercise of oversight responsibilities by the Board.

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CORPORATE GOVERNANCE
1
EVALUATION QUESTIONNAIRES
q
The Board self-evaluation process occurs every January and begins with each director receiving a questionnaire that addresses Board and committee composition, organization, meetings and meeting content, oversight responsibilities, Board culture, skills and mix of experience, among other issues.
2
INDIVIDUAL INTERVIEWS
q
The independent Chairman of the Board and Chair of the Nominating and Corporate Governance Committee have an in-depth conversation with each member of the Board to solicit candid input from each director regarding the issues outlined in the questionnaire.
3
REVIEW AND ANALYZE RESULTS
q
With the assistance of the Corporate Secretary, the independent Chairman of the Board and Chair of the Nominating and Corporate Governance Committee review and analyze the information to identify changes over the self-evaluation results from the prior year and opportunities to improve Board effectiveness going forward. Follow-up conversations are held with directors as necessary.
4
USE OF FEEDBACK
q
The independent Chairman and the Chair of the Nominating and Corporate Governance Committee review the results of the feedback with all directors and the Board discusses the areas identified for potential improvement.
5CHANGES IMPLEMENTED
As a result of this evaluation process, the Board has strengthened its governance processes and procedures in multiple ways, including the following:
addition of new directors to augment skills on the Board;
formation of new committees;
the rotation of committee leadership and service;
the addition of energy transition related continuing education sessions;
increased frequency of reviews of key risks and better prioritization of meeting time; and
increased director interaction with management succession candidates.
Director Onboarding and Continuing Education. The Company's directors are expected to keep current on issues affecting Pioneer and its industry and on developments with respect to their general responsibilities as directors. In order to assist directors in developing and maintaining these skills, the Board, under the leadership of the independent Chairman of the Board and Chair of the Nominating and Corporate Governance Committee has developed a robust orientation and onboarding program for new directors, which includes the appointment of a current director as a mentor during the onboarding process. Additionally, under the guidance of the Nominating and Corporate Governance Committee, the Board provides for continuing education for all directors.

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PIONEER NATURAL RESOURCES2022 PROXY STATEMENT

CORPORATE GOVERNANCE
NEW DIRECTOR
ORIENTATION
The orientation program is customized for each new director depending on his or her level of experience serving on other public company boards, his or her knowledge of Pioneer and the industry, and the oversight areas of applicable committees. Every orientation provides each director with an in-depth overview of the Company's strategic plans, corporate governance practices and other key policies and practices. The onboarding process includes a meeting at the Company's headquarters, where the new director meets with members of senior management and their staffs for a thorough briefing on the major operational and functional departments within the Company.
CONTINUING
DIRECTOR
EDUCATION
Continuing director education is provided via two primary avenues: (i) during regularly scheduled Board and committee meetings; and (ii) during specially scheduled director education sessions. Education provided during regularly scheduled Board and committee meetings focuses on topics necessary to assist the Board in discharging its duties, including updates on specific matters covered by each committee and Pioneer specific sessions, including through periodic site visits. Director education sessions generally focus on topics that are of interest to Pioneer and the industry. For example, in 2021, director education sessions focused on areas related to the energy transition, alternative energy technologies, carbon emission offset markets, ESG and other relevant topics.
DIRECTOR
EDUCATION
SEMINARS
Directors are encouraged to attend and often take part in educational seminars and programs sponsored by external organizations. Pioneer covers the reasonable expenses for a director’s participation in outside continuing education opportunities.

Refreshment. Over time, the Board refreshes its membership through a combination of adding or replacing directors to achieve the appropriate balance between maintaining longer-term directors with deep institutional knowledge of the Company and adding directors who bring a diversity of perspectives and experience. For example, in recent years, the Board has done the following:
Added four new directors since the beginning of 2021, including two of whom are women and two of whom identify as individuals from underrepresented communities.
Named eight of the Board nominees to the Board over the last ten years, displaying the long-term commitment of the Board to thoughtfully and systematically refreshing the Board.
Refreshed the leadership of the Board and the composition of its committees:
The Chairman of the Board and the chairs of all of the main standing committees have changed, with women holding 40 percent of Board leadership positions including the Chair of the Nominating and Corporate Governance Committee and the Chair of the Compensation and Leadership Development Committee.
A standing Sustainability and Climate Oversight Committee has been established.
Bolstered the Board's diversity, experience and knowledge in the areas of oil and gas engineering and operations, the midstream and downstream segments of the energy industry, environmental policy, alternative energy, regulatory matters, safety, accounting, capital markets, corporate finance, corporate governance and diversity, equity and inclusion, among other areas.
If all of the nominees are elected to the Board, following the Annual Meeting, six of the 11 non-employee directors will have tenures of eight years or less and the average tenure of the non-employee directors will be eight years. Additionally, among the nominees, four self-identify as women, and two self-identify as individuals from underrepresented communities (meaning, an individual who self-identifies as Black, African American, Hispanic, Latino, Asian (including the Middle East), Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or who self-identifies as gay, lesbian, bisexual, or transgender).

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CORPORATE GOVERNANCE
The Board believes that, collectively, the directors offer a diverse range of backgrounds that contribute to the overall effectiveness of the Board:
NON-EMPLOYEE
DIRECTOR TENURE
RACIAL
DIVERSITY
GENDER
DIVERSITY
AGE
DIVERSITY
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l 0-5 Years
l 6-10 Years
l >10 Years
l Racially Diverse
l Not Racially Diverse
l Female
l Male
l <60 Years
l 60-70 Years
l 70+ Years
8 YEAR AVERAGE17% DIVERSE33% FEMALEAVERAGE AGE: 64
qq
AGGREGATE BOARD DIVERSITY: 42%
Engagement with Stockholders
Pioneer regularly engages with its stockholders and other stakeholders and solicits feedback on its corporate governance, sustainability and environmental programs and other important issues, including executive compensation. The Company's practice is to regularly reach out to its largest stockholders, generally twice per year. Initial stockholder outreach occurs prior to the annual meeting to discuss any concerns stockholders may have, but particularly relating to matters to be voted on at the meeting. Following the annual meeting, additional stockholder outreach occurs to review a wider range of topics of concern, including strategic priorities, sustainability and environmental issues, corporate governance and executive compensation. The views and concerns expressed by the Company's stockholders in these discussions are collected, reviewed and shared with the full Board. As part of this annual engagement process, during 2021 and through the date of this Proxy Statement, Pioneer met with stockholders holding in the aggregate more than 70 percent of the Company's outstanding shares.
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PIONEER NATURAL RESOURCES2022 PROXY STATEMENT

CORPORATE GOVERNANCE
ANNUAL STOCKHOLDER OUTREACH CYCLE
SPRINGSUMMER/FALLWINTER
Publish Annual Report and Proxy Statement
Engage with top stockholders on items to be considered at Annual Meeting and solicit other feedback
Hold Annual Meeting and share feedback from proxy season with Board
Meet with top stockholders to understand their top business, strategic and ESG priorities, among other topics
Share feedback with the Board and incorporate into annual review of Company strategy; incorporate changes as appropriate
Evaluate trends from most recent proxy season and associated governance best practices and regulatory developments
Incorporate feedback from investors into annual review of pay programs and governance practices; incorporate changes as appropriate
Frequently, one or more independent directors, including the independent Chairman of the Board, participate along with members of senior management. In addition, in the summer and fall of 2021, Mr. Sheffield, with other members of senior management, conducted a series of meetings with a number of the Company's largest stockholders to solicit feedback on certain issues that were receiving increased focus impacting companies in the E&P industry, including the most effective methods of returning capital to stockholders and how to appropriately structure executive compensation to incentivize management to focus on corporate returns and other key financial measures. Feedback from this engagement process typically covers a wide variety of topics, including strategy, risk management, executive compensation, sustainability and diversity. Pioneer's engagement process has led to a number of actions in recent years, including the following:
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STRATEGY
Announced long-term investment framework, prioritizing free cash flow generation and return of capital to stockholders, inclusive of a strong and growing base dividend, a variable dividend, share repurchases and oil production growth of approximately five percent, assuming the Company's leverage metrics remain low
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SUSTAINABILITY
Enhanced GHG, methane and freshwater reduction targets and disclosures in the annual Sustainability Report
Committed to following TCFD guidelines; published inaugural Climate Risk Report
Added new Board member with investment expertise focused on sustainable investments
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DIVERSITY
Increased diversity on the Board to 42% through the appointment of highly qualified directors through the Board refreshment process
Increased diversity on the Management Committee to 47%
Added new Board member with diversity, equity and inclusion expertise

2022 PROXY STATEMENTPIONEER NATURAL RESOURCES
37

CORPORATE GOVERNANCE
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EXECUTIVE COMPENSATION
Increased weighting for HSE and ESG metrics in annual bonus plan. Added goals for cash return on capital invested ("CROCI") and return on capital employed ("ROCE")
Increased NEOs' equity awards granted in performance units to 100 percent for the CEO and 60 percent for other NEOs

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GOVERNANCE
Formed the Sustainability and Climate Oversight Committee to enhance and further define the Board's oversight of ESG matters
Declassified the Board and adopted majority voting for directors
Implemented Proxy Access
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DISCLOSURE
Enhanced disclosures of air emissions and health and safety metrics, diversity and inclusion initiatives and metrics, political contributions and community engagement
Enhanced disclosures in Proxy Statement regarding Board diversity, governance and qualifications and skills of directors
Commitment to Sustainability
Sustainability Practices. The Board and senior management of the Company understand that in order to continue to provide value to the Company's stockholders, Pioneer must remain focused on its social license to operate and committed to ESG issues. To that end, the Company and its employees strive to ensure that Pioneer's operations are performed safely and with respect for the environment, that employees are provided with the resources they need to be collaborative and successful in their careers, and that the communities in which the Company operates share in the opportunities created by its investments.
In the environmental area, the Company has made managing air emissions from operations a priority. In 2021, Pioneer announced that it had adopted enhanced targets to reduce greenhouse gas ("GHG") and methane emission intensities from the Company's operations, including a 50 percent reduction in GHG intensity and 75 percent reduction in methane intensity by 2030, utilizing 2019 as a baseline. The Company's emission intensity reduction targets are aligned with the TCFD criteria for target setting. In addition, Pioneer has continued its leadership role in minimizing flaring in the Permian Basin. The Company's goal is to limit its flaring intensity to less than one percent of natural gas produced. Pioneer also completed a unique water infrastructure project where Pioneer invested in upgrading the City of Midland's wastewater treatment plant and in return receives non-potable water from the City of Midland. This source of treated municipal wastewater will displace freshwater used in the Company's operations and will aid the Company in meeting its target of reducing freshwater usage to 25 percent in completions by 2026.
With regard to safety and the Company's employees, Pioneer's goal is to send its workforce home safe every day. Pioneer's dedication to protecting employees' health and safety working in and around Company facilities and operating areas is supported by enforcing standards, corporate policies, and responsible and ethical procedures. Recently, the Company introduced its Serious Exposure program across all operations, prioritizing the highest-risk events, bringing increased visibility and proactive, consistent solutions to these more urgent situations.
As to social matters, Pioneer remains committed to diversity and inclusion. Providing growth opportunities and career potential for women, people of diverse racial and ethnic backgrounds, and members of the lesbian, gay, bisexual, transgender and queer (LGBTQ+) community is a priority at Pioneer. Pioneer included sexual orientation and gender identity in its anti-harassment and nondiscrimination labor practices ahead of the 2020 U.S. Supreme Court ruling that upheld those protections within the Civil

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PIONEER NATURAL RESOURCES2022 PROXY STATEMENT

CORPORATE GOVERNANCE
Rights Act of 1964. The Company has also signed the Business Coalition for the Equality Act which, if passed, would extend these federal protections to other areas such as fair housing and credit. The coalition is a group of U.S. employers that support the Equality Act, federal legislation that would provide the same basic protections to those who identify as LGBTQ as are provided to other protected groups under federal law. In addition, in 2021, Pioneer participated in the Human Rights Campaign's Corporate Equality Index to show allyship to its LGBTQ+ workforce.
Board Oversight. As part of the Company's commitment, the Board is actively engaged in overseeing the Company's sustainability practices. For example, the Board regularly considers the potential impacts of climate change policy, growing alternative energy sources and the potential physical risks of climate change on Pioneer's long-term business prospects. As part of the Company's strategic planning process, management periodically prepares and reviews with the Board long-term scenarios under varying assumptions to stress test the Company's business outlook in the face of these risks. For further information, please review the Company's Climate Risk Report, available on the Company's website at https://pxd.com/reports/2021-climate-risk-report.
In addition, the Board's committees have oversight responsibilities related to various aspects of corporate sustainability, as described in more detail below in the section below entitled "The Board, its Committees and its Compensation - Meetings and Committees of the Board."
Procedure for Directly Contacting the Board and Whistleblower Policy
Any stockholder or other interested party may directly contact the Board (including the Board's non-management or independent directors as a group) by phone, email or in writing by following the procedures published on the Company's website at www.pxd.com/culture/governance. Communications are received and processed by the Company's Corporate Secretary's Office and, as appropriate, forwarded to the Chairman, the Board's designated committee(s) or appropriate committee Chair, or other member(s) of the Board. Complaints or concerns, including those relating to the Company's accounting, internal controls or auditing matters, may also be submitted anonymously or confidentially through Pioneer's Compliance Line by calling the number published on the Company's website at www.pxd.com/about/governance, although the Company may be obligated by law to disclose the information or identity of the person (if known) providing the information in connection with government or private legal actions and in some other circumstances. The Company's policy is not to take any adverse action, and to not tolerate any retaliation, against any person for asking questions or making good faith reports of possible violations of law, Company policy or the Code of Business Conduct and Ethics.

2022 PROXY STATEMENTPIONEER NATURAL RESOURCES
39

THE BOARD
ITS COMMITTEES AND ITS COMPENSATION
Meetings and Committees of the Board
The Board. Under the Company's Corporate Governance Guidelines, the Board provides oversight of management in conducting the business of the Company and monitors the Company's strategic direction. Directors are expected to devote sufficient time to carrying out their duties and responsibilities effectively and to attend all scheduled meetings of the Board and of the committees on which they serve. During 2021, the Board held 12 meetings, which in many cases included executive sessions of only the nonmanagement directors as well as executive sessions of only independent directors. Each of the directors attended more than 75 percent of the meetings of the Board and the committees on which he or she served during 2021.
The Board has established five main standing committees: the Audit Committee, the Compensation and Leadership Development Committee, the Nominating and Corporate Governance Committee, the Health, Safety and Environment Committee and the Sustainability and Climate Oversight Committee. The charters for each of Pioneer's standing committees can be found on the Company's website at https://pxd.com/culture/governance. The Board has also formed a Reserves Committee to assist in the oversight of the Company's reporting of proved reserves, which meets on an ad hoc basis to carry out its specific purposes.
Upon the Nominating and Corporate Governance Committee's recommendations, the Board elects members of the standing committees annually. The table below sets forth the current composition of the standing committees and the number of meetings each held during 2021.
NAME
AUDIT
COMMITTEE
COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEEHEALTH, SAFETY AND ENVIRONMENT COMMITTEENOMINATING AND CORPORATE GOVERNANCE COMMITTEESUSTAINABILITY AND CLIMATE OVERSIGHT COMMITTEE
Director:
A.R. Alameddine
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Lori G. Billingsley
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Edison C. Buchanan
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Maria S. Dreyfus
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Matthew M. Gallagher
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Phillip A. Gobe
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Larry R. Grillot*
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Stacy P. Methvin
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Royce W. Mitchell
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Frank A. Risch
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J. Kenneth Thompson
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Phoebe A. Wood
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Michael D. Wortley*
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Meetings in 2021
86453
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*Mr. Sheffield does not serve as a member of any of the Board's standing committees and Messrs. Grillot and Wortley will retire from the Board effective as of the Annual Meeting.

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PIONEER NATURAL RESOURCES2022 PROXY STATEMENT

THE BOARD
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AUDIT COMMITTEE
Primary Oversight Responsibilities
Oversee financial reporting process, including the integrity of Company financial statements and compliance with legal and regulatory requirements
Review the qualifications, independence, and performance of the Company's independent auditors and the qualifications and performance of the Company's internal auditors
Review the Company's compliance with legal and regulatory requirements and effectiveness of the Company's compliance and ethics program
Assist the Board in fulfilling its oversight of enterprise risk management, particularly with regard to financial reporting, cybersecurity and the effectiveness of information systems
Provide an open avenue of communication among the independent auditors, financial and senior management, internal auditors and the Board
The Board determined that each of the Audit Committee members is financially literate and that Messrs. Mitchell and Risch and Ms. Dreyfus meet the SEC's definition of audit committee financial expert.
MEMBERS
Royce W. Mitchell (Chair)
Maria S. Dreyfus
Larry R. Grillot
Frank A. Risch
Michael D. Wortley
MEETINGS IN 2021
8 Committee Meetings
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COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE
Primary Oversight Responsibilities
Oversee the Company's executive compensation policies, plans, programs and practices and reviewing and approving the compensation of the CEO and executive officers
Conduct an annual review of the CEO's performance and discuss the CEO's review of the other executive officers' performance
Review and report to the Board annually on the succession-planning process for the CEO and senior management
Oversee the Company's people strategies and initiatives, such as talent recruitment and development, culture, diversity, equity and inclusion, and employee engagement
Oversee the administration of the Company's employee and executive benefit plans
Retain and evaluate the advice of the independent compensation consultant, Meridian Compensation Partners LLC ("Meridian")
MEMBERS
Stacy P. Methvin (Chair)
A.R. Alameddine
Lori G. Billingsley
Edison C. Buchanan
J. Kenneth Thompson
Phoebe A. Wood
MEETINGS IN 2021
6 Committee Meetings



2022 PROXY STATEMENTPIONEER NATURAL RESOURCES
41

THE BOARD
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HEALTH, SAFETY AND ENVIRONMENT COMMITTEE
Primary Oversight Responsibilities
Oversee the Company's HSE management systems, including processes to ensure compliance with applicable legal and regulatory requirements
Review and approve the Company's HSE performance goals and review management's performance against those goals
Oversee the Company's management of current and emerging HSE issues, including trends in legislation and proposed regulations affecting the Company
Oversee the Company's operational implementation and progress regarding certain environmental and climate-related targets, such as emissions-intensity and freshwater reduction targets
Oversee the Company's policies with respect to risk management arising out of the Company's HSE practices, including related operational technology cybersecurity risks
Monitor management's efforts in creating a culture of safety and environmental protection practices
MEMBERS
Phillip A. Gobe (Chair)
Lori G. Billingsley
Maria S. Dreyfus
Matthew M. Gallagher
Larry R. Grillot
Stacy P. Methvin
Royce W. Mitchell

MEETINGS IN 2021
4 Committee Meetings
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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Primary Oversight Responsibilities
Evaluate and monitor social, governance, political, human rights and public policy trends, issues and concerns and other sustainability and corporate responsibility matters
Develop and recommend appropriate corporate governance principles and practices and assist the Board in implementing those practices
Oversee the Company's political spending and lobbying activities and charitable contribution practices
Review and assess the adequacy of the Company's Corporate Governance Guidelines
Identify and evaluate nominees for election on the Board and recommend committee members and structure
Review related person transactions and make a determination regarding the initial authorization or ratification of any such transactions
Oversee the self-evaluation process of the Board
MEMBERS
Phoebe A. Wood (Chair)
A.R. Alameddine
Edison C. Buchanan
Frank A. Risch
J. Kenneth Thompson
Michael D. Wortley
MEETINGS IN 2021
5 Committee Meetings

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PIONEER NATURAL RESOURCES2022 PROXY STATEMENT

THE BOARD
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SUSTAINABILITY AND CLIMATE OVERSIGHT COMMITTEE
Primary Oversight Responsibilities
Oversee the Company's climate-related risk processes and mitigation plans
Oversee management's development of the framework and metrics utilized to measure progress toward achievement of the Company's ESG-related goals and targets
Oversee the Company's preparation of its annual Sustainability Report and Climate Risk Report, as well as other significant disclosures related to climate change and other ESG-related matters
Evaluate and monitor significant climate related policy trends
MEMBERS
J. Kenneth Thompson (Chair)
Maria S. Dreyfus
Phillip A. Gobe
Stacy P. Methvin
Royce W. Mitchell
Phoebe A. Wood
MEETINGS IN 2021
3 Committee Meetings

In addition to these standing committees, the Board has established one additional committee to meet as needed to carryout its specific purposes:
Reserves Committee - this committee assists the Board with its responsibilities relating to the oversight of management's preparation of reporting of its proved reserves estimates. The committee meets with the executives and employees of the Company responsible for overseeing the Company's proved reserves estimates prior to the issuance of the Company's Annual Report on Form 10-K. The committee is led by Mr. Alameddine and its other members are Dr. Grillot, Messrs. Gallagher, Gobe and Thompson and Ms. Methvin.
This committee was established as an ad hoc committee for a specific purpose and meets on an as needed basis, and the Board has not adopted a written charter for this committee.
Board's Role in Oversight of Strategy and Risk Management
The Board generally designates one meeting each year at which the Board works with management to conduct an in-depth review of the Company's strategic plans and identify the principal issues and risks to accomplishing its strategy. At each of the other regular meetings, in addition to reviewing the Company's performance and business plans in relation to its strategy, the Board's practice is to focus on one or more of the key risks identified, including management's efforts to monitor and mitigate those risks.
Except as discussed below, the Board as a whole oversees the Company's assessment of major risks and the measures taken to manage such risks. For example, the Board:
oversees the long-term strategic direction of the Company;
receives periodic presentations from management regarding significant areas of risk, including strategic, operational, financial and regulatory risks, and efforts to mitigate those risks;

2022 PROXY STATEMENTPIONEER NATURAL RESOURCES
43

THE BOARD
oversees management of the Company's commodity price risk through regular review with executive management of the Company's derivatives strategy, and provides oversight for the Company's policy that limits the Company's authority to enter into derivative commodity price instruments to a specified level of production, above which management must seek Board approval;
has established specific dollar limits on the commitment authority of members of senior management and requires Board approval of expenditures or entering into material contracts and transactions exceeding that authority; and
reviews management's capital spending plans, approves the Company's capital budget after reviewing projected investment returns and requires that management present for Board review significant departures from those plans.
In addition, the committees of the Board oversee specific areas of risk:
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AUDIT
COMMITTEE
Financial reporting and internal controls
Compliance and ethics
Cybersecurity
Financial and credit risks
COMPENSATION
& LEADERSHIP DEVELOPMENT COMMITTEE
Compensation programs
Diversity, equity and inclusion
Culture and talent development
Succession planning
HEALTH, SAFETY & ENVIRONMENT COMMITTEE
Health, safety and environment
Operational integrity
Regulatory
NOMINATING
& CORPORATE GOVERNANCE COMMITTEE
Corporate governance policies and procedures
Political spending and lobbying activities
SUSTAINABILITY & CLIMATE RISK OVERSIGHT COMMITTEE
Climate-related risks
Sustainability targets, policies and procedures
The Company believes that its current leadership structure supports the risk oversight function of the Board. The Chairman of the Board currently is an independent director, non-employee directors chair the Board committees involved with risk oversight, there is open communication between management and directors, and all directors are actively involved in the risk oversight function.
Attendance at Annual Meetings
The Board encourages all directors to attend the annual meetings of stockholders. All of the then-serving directors attended the 2021 Annual Meeting of Stockholders held on May 27, 2021.
Director Compensation
General. The Board's practice is to review the Company's non-employee director compensation program from time to time based on recommendations from the Compensation and Leadership Development Committee, and generally, any changes are made effective as of the next following Annual Meeting of Stockholders. The Compensation and Leadership Development Committee is delegated all authority of the Board as may be required or advisable to fulfill the purposes of the Compensation and Leadership Development Committee. The Compensation and Leadership Development Committee may form and delegate some or all of its authority to subcommittees when it deems appropriate. Every other year, the Compensation and Leadership Development Committee conducts an in-depth benchmarking review of the program with Meridian, its independent compensation consultant, including each element of the program as well as the compensation in total, comparing the program with the programs of the same peer group used by the Compensation and Leadership Development Committee for purposes of

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THE BOARD
benchmarking executive compensation. The Compensation and Leadership Development Committee conducts a high-level review of the program in years when the full benchmarking review is not done. Based on the Company's non-employee director compensation program benchmarking review and after consultation with Meridian, the Compensation and Leadership Development Committee recommended, and the Board approved, the elements of the program listed below, which were intended to achieve an overall compensation structure in line with the median of the peer group.
The elements of compensation for the Company's non-employee directors for the 2020-2021 director year, which ran from the 2020 Annual Meeting of Stockholders to the 2021 Annual Meeting of Stockholders, were as follows:
an annual base retainer fee of $70,000, payable in cash, for each non-employee director;
an annual grant of restricted stock units ("RSUs") for each non-employee director, valued at $225,000; and
for the independent Chairman of the Board, an additional annual retainer of $175,000, with $100,000 payable in the form of RSUs and $75,000 payable in cash; for the chair of the Audit Committee, an additional annual retainer of $20,000, with $15,000 payable in the form of RSUs and $5,000 payable in cash; and for the chairs of the Compensation and Leadership Development Committee, Health, Safety and Environment Committee and Nominating and Corporate Governance Committee, an additional annual retainer of $15,000, payable in the form of RSUs.
At its May 2021 meeting, the Compensation and Leadership Development Committee reviewed a benchmarking study of non-employee director compensation prepared by Meridian, which included information as to the programs of the same peer group used by the Compensation and Leadership Development Committee for purposes of benchmarking executive compensation for 2021, except that Parsley and Concho Resources Inc. were removed due to each having been acquired. Meridian's study showed that Pioneer's non-employee director compensation program was below the median of the peer group, with the annual cash retainer below the 25th percentile of the peer group. As a result, the Compensation and Leadership Development Committee recommended, and the Board approved, the following changes to the program to achieve an overall compensation structure in line with the median of the peer group, which took effect immediately following the 2021 Annual Meeting of Stockholders:
the cash annual base retainer fee for each non-employee director was increased from $70,000 to $85,000; and
the additional annual retainer for the chairs of each of the Nominating and Corporate Governance Committee, the Health, Safety and Environment Committee and the Compensation and Leadership Development Committee was increased from $15,000 to $20,000, with $15,000 payable in the form of RSUs and $5,000 payable in cash.
Except as noted below with regard to the initial grants to Messrs. Alameddine and Gallagher and Mses. Billingsley and Dreyfus, all of the RSUs received in payment of non-employee directors' annual fees vest quarterly on a pro rata basis during the director year, and the price that is used to calculate the number of RSUs granted is based on an average of the closing stock prices over the 30 trading days prior to the date of the annual meeting of stockholders at which the directors were elected. The vesting of ownership and the lapse of transfer restrictions on RSUs awarded to non-employee directors is accelerated in full upon the death or disability of the director or a change in control of the Company. Unless a deferral election is made, RSUs are paid in shares of the Company's common stock promptly following the vesting date. Non-employee directors may elect to defer settlement of their RSUs until the earliest to occur of (i) the one-year anniversary of the director's retirement, resignation or removal from the Board, (ii) a date certain that the director specifies, (iii) the director's death or (iv) a change in control of the Company.
Additionally, non-employee directors are (i) eligible to participate in the Company's matching charitable contribution program, pursuant to which the Company will match up to $5,000 of eligible contributions to a charity of a director's choice each year, and in the Company's program pursuant to which it will make a contribution to the charity of a director's choice in an amount equal to the director's contribution to the Company's political action committee, up to $5,000, (ii) provided information technology support by the Company and (iii) reimbursed for travel and certain other related expenses to attend meetings of the Board or its committees and director education seminars and for the cost of certain trade publications. No additional fees are paid for attendance at Board or committee meetings. In those instances when a director's spouse accompanies the director to Board or committee meetings or director education seminars, the Company reimburses the director for the cost of the spouse's travel and certain related expenses.

2022 PROXY STATEMENTPIONEER NATURAL RESOURCES
45

THE BOARD
As is customary for new Pioneer directors, in connection with their initial election to the Board, each of Messrs. Alameddine and Gallagher and Mses. Billingsley and Dreyfus received grants of (i) RSUs valued at the pro rata portion of the normal annual grant of RSUs for directors based on their respective start date, and (ii) RSUs valued at $150,000 as a one-time grant. The RSUs covered by these one-time grants are subject to vesting and transfer restrictions that lapse with respect to one-third of the shares each year following the grant over a three-year period. Retirement before the third anniversary of the grant results in pro rata vesting, and vesting is accelerated in full in the event of the death or disability of the director or a change in control of the Company.
2021 Director Compensation Table
The table below summarizes the compensation paid by the Company to non-employee directors during 2021. Mr. Sheffield, whose employee compensation is reflected in the Summary Compensation Table, did not receive additional compensation in 2021 for serving on the Board.
NAME
FEES EARNED
OR PAID IN CASH (1)
STOCK
AWARDS (2)
ALL OTHER COMPENSATION (3)
TOTAL
($)($)($)($)
(a)(b)(c)(g)(h)
A.R. Alameddine (4)
71,888 516,950 — 588,838 
Lori G. Billingsley (5)
42,662 376,884 — 419,546 
Edison C. Buchanan76,410 218,822 5,000 300,232 
Maria S. Dreyfus (6)
21,395 336,297 — 357,692 
Matthew M. Gallagher (4)
71,888 516,950 — 588,838 
Phillip A. Gobe78,926 233,400 2,500 314,826 
Larry R. Grillot76,410 218,822 5,000 300,232 
Stacy P. Methvin78,926 233,400 1,000 313,326 
Royce W. Mitchell81,343 233,400 104 314,847 
Frank A. Risch76,410 218,822 3,500 298,732 
J. Kenneth Thompson150,212 316,060 5,000 471,272 
Phoebe A. Wood78,926 233,400 5,000 317,326 
Michael D. Wortley76,410 218,822 4,000 299,232 
(1)A portion of the amounts included in this column represent cash received in lieu of fractional RSUs during 2021.
(2)Stock awards represent the aggregate grant date fair value attributable to RSU awards granted in 2021, determined in accordance with Financial Accounting Standards Board of Accounting Standards Codification Topic 718 ("FASB ASC 718"). Accordingly, the Company valued its RSU awards based on the market-quoted closing price of the Company's common stock on the last trading day prior to the grant date of the awards. Additional detail regarding the Company's share-based awards is included in Note 8 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. Aggregate director stock awards for which restrictions had not lapsed as of December 31, 2021, totaled (i) 728 shares for Messrs. Buchanan, Risch, Wortley and Grillot; (ii) 777 shares for Messrs. Gobe and Mitchell, Mses. Methvin and Wood; (iii) 1,052 shares for Mr. Thompson; (iv) 2,029 shares for Messrs. Alameddine and Gallagher; (v) 1,647 shares for Ms. Billingsley; and (vi) 1,754 shares for Ms. Dreyfus. In accordance with director elections, shares for which vesting services had been performed but for which share issuance has been deferred totaled 22,857 for Mr. Buchanan; 5,498 for Mr. Gobe; 2,750 for Ms. Methvin; 2,620 for Mr. Mitchell; 1,342 for Grillot; 1,704 for Mr. Alameddine; 705 for Ms. Billingsley; 1,704 for Mr. Gallagher; and 8,890 for Ms. Wood as of December 31, 2021. The Company did not issue to the directors any options to purchase the Company's common stock during 2021, and the directors, did not hold any unexercised stock options as of December 31, 2021.

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THE BOARD
(3)Amounts reported in the All Other Compensation column consist of matching contributions made by the Company under its programs that match gifts to qualifying educational institutions and makes contributions to the charity of a director's choice in an amount equal to the director's contribution to the Company's political action committee.
(4)Messrs. Alameddine and Gallagher joined the Board in January 2021.
(5)Ms. Billingsley joined the Board in June 2021.
(6)Ms. Dreyfus joined the Board in September 2021.
Stock Ownership Guidelines for Non-Employee Directors
To support the Company's commitment to significant stock ownership, the Company has established an ownership guideline that non-employee directors own stock with a value of at least $500,000, which is approximately seven times the cash annual base retainer fee. The non-employee directors have three years after joining the Board to meet this guideline. Directors are required to retain all shares of common stock acquired upon the vesting of RSUs, other than sales to satisfy tax obligations, until the ownership guideline is reached. In evaluating compliance by directors with the stock ownership guidelines, the Compensation and Leadership Development Committee has established procedures to minimize the effect of stock price fluctuations on the deemed value of the individual's holdings. All non-employee directors are in compliance with this ownership guideline.

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AUDIT COMMITTEE
REPORT
The information contained in this Audit Committee Report and references in this Proxy Statement to the independence of the Audit Committee members shall not be deemed to be "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Exchange Act"), except to the extent that the Company specifically incorporates such information by reference in such filing.
The Audit Committee's purpose is to assist the Board with its responsibilities relating to the oversight of the Company's internal controls, financial statements and the audit process. The Board, in its business judgment, has determined that all members of the Audit Committee meet the independence standards of the NYSE and the SEC applicable to members of the Audit Committee.
The Company's management is responsible for the preparation, presentation and integrity of the Company's financial statements, accounting and financial reporting principles, and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm, Ernst & Young LLP, is responsible for performing an independent audit of the consolidated financial statements in accordance with generally accepted auditing standards and for auditing the Company's internal controls over financial reporting. While the Audit Committee has the responsibilities and powers set forth in its charter, and management and the independent registered public accounting firm for the Company are accountable to the Audit Committee, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company's consolidated financial statements are complete, accurate and prepared in accordance with generally accepted accounting principles.
In performing its oversight role, the Audit Committee:
reviewed and discussed the audited consolidated financial statements as of and for the year ended December 31, 2021 with management and Ernst & Young LLP;
discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC, and any other applicable accounting and auditing standards;
received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding Ernst & Young LLP's communications with the Audit Committee concerning independence; and
discussed with Ernst & Young LLP the firm's independence.
Management, the internal auditors and the independent auditors also made presentations to the Audit Committee throughout the year on specific topics of interest, including: (i) the Company's enterprise risk assessment process; (ii) cybersecurity; (iii) the Company's information technology systems and controls; (iv) its income tax strategy and risks; (v) its derivatives policy and usage; (vi) Ernst & Young LLP's 2021 integrated audit plan; (vii) updates on completion of the audit plan; (viii) the Company's critical accounting estimates and critical accounting policies; (ix) the impact of new accounting guidance; (x) compliance with the internal controls required under Section 404 of the Sarbanes-Oxley of 2002; (xi) the Company's ethics and compliance program; (xii) accounting for the issuance of senior notes; (xiii) the impact of COVID-19 on the Company's financial results; (xiv) accounting for equity method investments; (xv) critical accounting matters; (xvi) accounting related to recent acquisitions and divestitures; and (xvii) accounting for marketing contracts.
Based on the reports and discussions described in this Audit Committee Report, and subject to the limitations on the roles and responsibilities of the Audit Committee referred to below and in the Audit Committee Charter, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Annual Report on Form 10-K

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AUDIT COMMITTEE REPORT
for the year ended December 31, 2021, for filing with the SEC. The Audit Committee has also selected Ernst & Young LLP as the Company's independent registered public accounting firm for 2022.
Although determined to be financially literate (as defined by the SEC rules), the members of the Audit Committee are not professionally engaged in the practice of auditing or accounting for the Company and are not experts in auditor independence standards or legal or regulatory matters. Members of the Audit Committee rely, without independent verification, on the information provided to them and on the representations made by management and the independent registered public accounting firm. Accordingly, the Audit Committee's oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee's considerations and discussions referred to above do not assure that the audit of the Company's consolidated financial statements has been carried out in accordance with generally accepted auditing standards, that the consolidated financial statements are presented in accordance with generally accepted accounting principles or that Ernst & Young LLP is in fact independent.
Respectfully submitted by the Audit Committee of the Board of Directors,
Royce W. Mitchell, Chair
Maria S. Dreyfus
Larry R. Grillot
Frank A. Risch
Michael D. Wortley

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COMPENSATION AND LEADERSHIP
DEVELOPMENT COMMITTEE REPORT
The information contained in this Compensation and Leadership Development Committee Report shall not be deemed to be "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the Company specifically incorporates such information by reference to such filing.
During the last fiscal year, and this year in preparation for the filing of this Proxy Statement with the SEC, the Compensation and Leadership Development Committee of the Board:
reviewed and discussed the disclosure set forth under the heading "Compensation Discussion and Analysis" with management as required by Item 402(b) of Regulation S-K; and
based on the reviews and discussions referred to above, recommended to the Board that the disclosure set forth under the heading "Compensation Discussion and Analysis" be included in this Proxy Statement and incorporated by reference into the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
Respectfully submitted by the Compensation and Leadership Development Committee of the Board of Directors.
Stacy P. Methvin, Chair
A.R. Alameddine
Lori G. Billingsley
Edison C. Buchanan
J. Kenneth Thompson
Phoebe A. Wood

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COMPENSATION DISCUSSION
AND ANALYSIS
The Compensation and Leadership Development Committee, composed entirely of independent directors, oversees the Company's executive compensation program on behalf of the Board. This Compensation Discussion and Analysis describes the material elements and objectives of the Company's 2021 executive compensation program and the material factors the committee considered in making its decisions with respect to the 2021 compensation of the group of officers named in the executive compensation tables below, who are referred to as named executive officers.
In October 2020, Pioneer announced the realignment of certain members of its Management Committee, including the following changes, all effective January 1, 2021:
Scott D. Sheffield, then serving as President and Chief Executive Officer, ceased to hold the title of President;
Richard P. Dealy, then Executive Vice President and Chief Financial Officer, was named the Company's President and Chief Operating Officer; and
Neal H. Shah, then Vice President, Investor Relations, was named Senior Vice President and Chief Financial Officer.
Accordingly, during the entirety of 2021, the following officers served in the capacities indicated, and are the "named executive officers," or "NEOs," whose compensation is described in this Compensation Discussion and Analysis:
Scott D. Sheffield, Chief Executive Officer;
Richard P. Dealy, President and Chief Operating Officer;
Mark S. Berg, Executive Vice President, Corporate Operations;
J. D. Hall, Executive Vice President, Operations; and
Neal H. Shah, Senior Vice President and Chief Financial Officer.
Executive Summary
The Company's executive compensation program is designed to emphasize "pay for performance" with the following three main components, all targeted with reference to the median of the Company's compensation peer group for each NEO:
Base Salary - fixed cash component
Annual cash bonus incentive award - variable cash payout based on Company and individual performance for the year
Long-term incentive plan awards - equity compensation, with 100 percent of the CEO's target value, and 60 percent of the other NEOs' target value, allocated to performance units, and the remainder of the other NEOs' target value allocated to time-based restricted stock or RSU awards that vest over three years



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COMPENSATION DISCUSSION AND ANALYSIS
Highlights of 2021 Performance. In 2021, the Company underwent a significant transition as it continued its commitment to be the leading single basin operator in the United States by pursuing and executing a consolidator strategy with the successful acquisition and integration of Parsley and DoublePoint Energy ("Doublepoint"). Utilizing its scale and the synergies from the acquisitions, the Company prioritized cash flow generation, maintaining an efficient cost structure and adjusting to a single-digit, longer-term production growth profile, while continuing to enhance its ESG practices. Highlights of the Company's 2021 performance included:
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FINANCIAL
Delivered strong cash flow from operating activities of $6.1 billion
Successfully implemented strategy to return capital to shareholders and returned $1.9 billion of capital through base and variable dividends and stock repurchases
Ran capital efficient program and maintained low-cost structure with total capital expenditures of $3.4 billion

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STRATEGIC
Successfully integrated acquisitions of Parsley and DoublePoint and solidified contiguous acreage in high-return Midland Basin
Maintained strong balance sheet and ended 2021 with unrestricted cash on hand of $3.8 billion and net debt of $3.1 billion
Continued portfolio high-grading with strategic asset sales

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ESG
Enhanced target to reduce GHG emissions intensity by 50 percent by 2030*
Enhanced target to reduce methane emissions intensity by 75 percent by 2030*
Established target to limit freshwater usage in completions to 25 percent by 2026
Increased diversity of Management Committee to 47 percent
*2019 baseline
2021 Compensation Actions. The following is a summary of the material compensation decisions made by the Compensation and Leadership Development Committee for 2021 for the NEOs:
Mr. Sheffield - Mr. Sheffield's base salary, target bonus percentage and long-term incentive award target value were all held constant and not increased.
Messrs. Dealy and Shah - the base salaries, target bonus percentages and long-term incentive award target values for Messrs. Dealy and Shah, who were new to their roles as of the beginning of 2021, were established based on the peer market data and other considerations as further described below.
Messrs. Berg and Hall - the base salaries and long-term incentive award target values for Messrs. Berg and Hall were increased based on the peer market data and other considerations as further described below, and their target bonus percentages were held constant and not increased.

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COMPENSATION DISCUSSION AND ANALYSIS
The following charts illustrate the various components of total 2021 annual compensation for the CEO and the other NEOs as a group as reported in the Summary Compensation Table below.
CEO
OTHER NEOS
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l Long-Term Incentive
l Annual Cash Bonus
l Base Salary
l Other Compensation
l Long-Term Incentive
l Annual Cash Bonus
l Base Salary
l Other Compensation

More specific information regarding the Compensation and Leadership Development Committee's compensation decisions for 2021 and the Company's executive compensation program is contained in the remainder of this Compensation Discussion and Analysis section.
Stockholder Engagement and Response to Stockholder Advisory Vote on Named Executive Officer Compensation. As further described above in the section titled, "Corporate Governance - Engagement with Stockholders," Pioneer regularly engages with its stockholders and other stakeholders and solicits feedback on its corporate governance, sustainability and environmental programs and other important issues, including executive compensation. During the meetings held in 2021, the Company received positive feedback on its executive compensation program and at the 2021 Annual Meeting, approximately 95 percent of the total votes cast were voted in favor of the Company's say-on-pay proposal to approve the 2020 executive compensation program.
Notwithstanding this strong level of support from the Company's stockholders for the 2020 executive compensation program, the Company took the following actions to enhance its program, in certain cases directly in response to feedback from investors:
For the 2021 executive compensation program, the Compensation and Leadership Development Committee approved the following changes:
long-term incentive awards - the S&P 500 index was added to the peer group whose TSR will be compared to that of the Company in determining the payout of the performance unit awards.
annual cash bonus incentive program -
consistent with the high priority placed on HSE and ESG, the Compensation and Leadership Development Committee increased the executive annual incentive compensation weighting for these metrics from ten percent to 20 percent;
a goal for cash return on capital invested (CROCI) was included along with return on capital employed, with a combined weighting of 20 percent; and
goals for production and reserves growth previously included as incentive compensation metrics were removed.

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COMPENSATION DISCUSSION AND ANALYSIS
Executive Compensation and Compensation-Related Corporate Governance Policies and Practices. The Company's executive compensation and compensation-related governance policies and practices are designed to reward the NEOs for the achievement of strategic and operational goals and increases in stockholder returns, while discouraging unnecessary or excessive risk taking, and incorporate many best practices, including the following:
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WHAT
WE DO
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Pay for performance - over 85 percent of target total compensation for the CEO comprises variable compensation
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Emphasize long-term performance - over 75 percent of target total compensation for the CEO comprises performance units that are measured over a period of three years
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HSE and ESG goals - the Compensation and Leadership Development Committee incorporates HSE and ESG goals in the annual cash bonus incentive program
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Target market median for all elements of pay
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Robust stock ownership guidelines
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Clawback policy
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Double-trigger payments in the event of a change in control
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Independent Compensation and Leadership Development Committee with independent compensation consultant
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WHAT WE
DON'T DO
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No tax gross ups
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No defined benefit pension programs for the NEOs
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No employment agreements
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No hedging or pledging of Company common stock
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No excessive perquisites
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No repricing of stock options
Executive Compensation Program
Philosophy and Objectives. The Company's executive compensation program is designed to emphasize "pay for performance" by:
providing performance-driven compensation opportunities that attract, retain and motivate executives to achieve optimal results for the Company and its stockholders;
aligning compensation with the Company's short- and long-term business objectives while providing sufficient flexibility to address the unique dynamics of the E&P industry; and

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COMPENSATION DISCUSSION AND ANALYSIS
emphasizing the use of equity-based compensation to motivate the long-term retention of the Company's executives and align their interests with those of stockholders.
As an executive's leadership role expands, and the scope, duties and responsibilities of the executive's position increase, the Compensation and Leadership Development Committee believes a greater portion of total compensation should be performance-driven and should have a longer duration, and base salary should be a relatively smaller portion of total compensation. The committee believes that the majority of an NEO's realized compensation should be driven by Company performance.
Executive Compensation Components. The components of the Company's executive compensation program for 2021 and the respective purposes of each are described in the table below.
COMPENSATION COMPONENTDESCRIPTIONPURPOSE AND PHILOSOPHY
Base SalaryFixed annual cash compensation
Provides a stable, fixed element of cash compensation
Recognizes and considers the internal value of the position within the Company and the individual's experience, leadership potential and demonstrated performance
Annual Cash Bonus IncentivePerformance-based annual cash compensation based on annual performance goals with pre-assigned weights
Rewards executives for the achievement of annual financial, operating, health/safety/environmental and strategic goals as well as individual performance
Allows the committee to evaluate both objective and subjective considerations when determining final payout amounts
Emphasizes team performance but allows for variation based upon individual contribution
Long-Term Incentive
Performance units - Equity compensation with payout in shares based on total stockholder return in relation to peers and the S&P 500 index over a three-year period

Restricted stock or RSUs - Equity compensation with time-based, three-year vesting
Long-term equity awards ensure that realized value to the executive aligns with value delivered to stockholders
Multi-year vesting reinforces retention
Encourages executive stock ownership
Critical to the Company's ability to attract, motivate and retain the Company's key executives
Other CompensationHealth and life insurance, retirement benefits and limited perquisitesAddresses health and post-retirement welfare of executives and provides certain other limited benefits
Providing competitive opportunities for each of these components of pay relative to industry peers is a critical factor in enabling Pioneer to attract, retain and motivate key executives. In general, the Compensation and Leadership Development Committee's philosophy is to set opportunities for each component of pay at approximately the median of the Company's peers for each NEO. Actual opportunities may be above or below this level, however, based upon a variety of factors including individual experience, breadth of duties and responsibilities, and/or contribution level. The ultimate values realized by the NEOs upon payout of the annual cash bonus incentive or vesting of long-term incentive awards will also vary above or below median depending on performance, which, in the case of the long-term incentive awards, will be determined over a period of three years.
Compensation Setting Process
Role of the Compensation and Leadership Development Committee. As a part of its oversight of the Company's executive compensation program, the Compensation and Leadership Development Committee:
administers the Company's executive compensation program;

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COMPENSATION DISCUSSION AND ANALYSIS
establishes the Company's overall compensation philosophy and strategy; and
ensures the NEOs are rewarded appropriately in light of the guiding principles as described in the sections above.
In determining the compensation of the NEOs:
the Compensation and Leadership Development Committee considers the CEO's evaluation of the other NEOs' performance and his recommendations as to their compensation, but the committee makes all final decisions regarding their compensation; and
with regard to the CEO's compensation, the committee:
determines the individual elements of the CEO's total compensation and benefits;
approves specific annual corporate goals and objectives relative to the CEO's compensation;
reviews the CEO's performance in meeting these corporate goals and objectives; and
prior to finalizing compensation for the CEO, reviews the committee's intentions with the other independent directors on the Board and receives their input.
The Compensation and Leadership Development Committee uses tally sheets to review each NEO's total compensation and potential payouts in the event of a change in control and for various employment termination events, including the NEO's potential "walk-away" benefits. The committee also reviews historical target and actual compensation levels to determine whether the compensation program design is meeting the committee's objectives of providing fair compensation and effective retention, as well as supporting the program's emphasis on pay-for-performance.
A further description of the duties and responsibilities of the Compensation and Leadership Development Committee is included in "The Board, its Committees and its Compensation - Meetings and Committees of the Board."
Role of Management. The Company's Human Resources Department assists the Compensation and Leadership Development Committee and its independent compensation consultant in gathering the information needed for their respective reviews of the Company's executive compensation program. This assistance includes assembling requested compensation data for the NEOs and providing input on individual NEO roles and responsibilities. As referenced in the section above, the CEO develops pay recommendations for the other NEOs for review and discussion with the committee. The committee, in executive session and without executive officers present, approves the CEO's pay levels.
Role of the Compensation Consultant. For 2021, the Compensation and Leadership Development Committee retained Meridian to serve as an independent consultant to the committee to provide information and objective advice regarding executive and director compensation. The committee did not direct Meridian to perform its services in any particular manner or under any particular method. The committee has the final authority to hire and terminate the compensation consultant, and the committee evaluates the compensation consultant annually. Meridian does not provide any services to the Company other than in its role as advisor to the committee, and the committee has determined that no conflicts of interest exist as a result of the engagement of Meridian. The committee has also retained Meridian as its independent consultant on executive and director compensation for 2022.
From time to time, Meridian contacts the Company's executive officers for information necessary to fulfill its assignment and makes reports and presentations to and on behalf of the Compensation and Leadership Development Committee that the Company's executive officers also receive.
Benchmarking. In conjunction with Meridian, the Compensation and Leadership Development Committee annually reviews the competitiveness of its compensation programs to determine the degree to which target and actual compensation levels reflect the Company's overall philosophy and compare to the external market. This annual review covers all components of direct compensation, including base salary, annual cash bonus targets and long-term incentive awards. Information gathered from the proxy statements of the peer group companies and Meridian's proprietary databases are reviewed as a part of the benchmarking effort.

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COMPENSATION DISCUSSION AND ANALYSIS
Each year the Compensation and Leadership Development Committee identifies a peer group consisting of independent oil and gas E&P companies that have similar operational and capital investment profiles as the Company. The committee believes that selection based upon these metrics is likely to result in identification of the companies with which the Company should expect to compete for executive talent. Thus, the committee believes this peer group provides a reasonable point of reference for comparing the compensation of the Company's executives to others holding similar positions and having similar responsibilities. The committee's overall objective is to construct a peer group with roughly equal numbers of companies that are larger than and smaller than the Company, primarily taking into consideration the companies' relative sizes in terms of enterprise value and market capitalization, but also considering total assets and revenue. The committee reviews the peer group each year and makes changes as needed.
For the most part, the companies in the peer group, which were reviewed at the Compensation and Leadership Development Committee's meeting in November 2020, did not change from the prior year, except that Noble Energy, Inc. was removed due to it having been acquired and Chesapeake Energy Corporation was removed due to its bankruptcy filing.
BENCHMARKING PEER COMPANIES
ENTERPRISE VALUE (1)
MARKET CAP. (2)
(IN MILLIONS)($)(IN MILLIONS)($)
Occidental Petroleum Corporation59,244 8,799 
ConocoPhillips39,655 32,520 
EOG Resources, Inc.23,898 20,338 
Hess Corporation19,642 11,421 
Ovintiv Corporation14,519 3,131 
Apache Corporation13,865 3,231 
Concho Resources Inc.12,193 8,556 
Diamondback Energy, Inc.11,382 4,344 
Continental Resources Inc.10,787 4,665 
Marathon Oil Corporation8,424 3,260 
Parsley Energy, Inc.7,420 3,886 
Devon Energy Corporation6,575 3,371 
Cimarex Energy Co.4,8342,598
SUMMARY STATISTICS AND PIONEER RANKING
ENTERPRISE VALUE (1)
MARKET CAP. (2)
(IN MILLIONS)($)(IN MILLIONS)($)
25th Percentile8,424 3,260 
50th Percentile12,193 4,344 
75th Percentile19,642 8,799 
(1)Enterprise value is the summation of market capitalization as of October 26, 2020, plus net debt as of June 30, 2020.
(2)Market capitalization was determined as of October 26, 2020.
Pioneer (Pro Forma for acquisition of Parsley Energy, Inc.)22,820 17,932 
Percentile Rank81 %89 %
Elements of the Company's Compensation Program
As stated above, early each year, in conjunction with Meridian, the Compensation and Leadership Development Committee reviews the competitiveness of Pioneer's executive compensation program, and generally targets opportunities for each

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COMPENSATION DISCUSSION AND ANALYSIS
component of pay at approximately the median of the applicable benchmarking position among the peers for each NEO. The following sections describe in greater detail each of the components of the Company's executive compensation program and how the amounts of each element were determined for 2021.
Base Salary
In establishing the NEOs' base salaries, the Compensation and Leadership Development Committee reviewed with Meridian its base salary benchmarking data and analyzed how effectively the data matched each executive's duties and responsibilities.
As discussed above, in connection with the realignment of the Company's Management Committee and the appointment of Messrs. Dealy and Shah to their new roles effective at the beginning of the year, the Compensation and Leadership Development Committee worked with Meridian to establish their compensation packages. For 2021, their base salaries were set at levels approximating the median for their positions as follows:
NEO
2021 BASE SALARY
($)
Richard P. Dealy640,000 
Neal H. Shah500,000 

With regard to the CEO and the other NEOs, for 2021, the committee determined not to change the CEO's base salary, and established the other NEOs' base salaries as set forth in the table below:
NEO
2020 BASE SALARY
($)
2021 BASE SALARY
($)
CHANGE
(%)
Scott D. Sheffield1,250,000 1,250,000 — 
Mark S. Berg475,000 515,000 8.4 
J. D. Hall475,000 515,000 8.4 
Annual Cash Bonus Incentive Program
The annual cash bonus incentive award component of the Company's executive compensation program is intended to compensate the NEOs based on the achievement of annual financial, operating and strategic goals and individual performance.
Target Bonus Amounts
For 2021, the Compensation and Leadership Development Committee established the target bonus levels for Messrs. Dealy and Shah as set forth in the table below to reflect their new roles:
NEO
2021 TARGET BONUS
(%)
Richard P. Dealy100 
Neal H. Shah80 

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COMPENSATION DISCUSSION AND ANALYSIS
With regard to the CEO and the other NEOs, for 2021, the Compensation and Leadership Development Committee determined not to change their target bonus percentages, which are set forth in the table below:
NEO
2020 TARGET BONUS
(%)
2021 TARGET BONUS
(%)
CHANGE
(%)
Scott D. Sheffield130 130 — 
Mark S. Berg80 80 — 
J. D. Hall80 80 — 
Performance Score. Shortly following the end of the year, when the Company's results are known, the committee evaluates the Company's and the NEOs' performance and determines the actual payout to each NEO based on the following formula:
Actual payout=Base salaryxTarget
bonus (%)
xPerformance
score (%)
+/-Individual performance adjustment
(if any)
To assist the Compensation and Leadership Development Committee in its determination of the performance score, the committee works with senior management to establish a limited number of operational, financial, HSE, ESG and strategic performance goals at the beginning of the year. Each goal has a pre-assigned weighting, for purposes of guiding the committee's evaluation of performance. The target performance metrics are intended to align with the guidance the Company provides its investors.
2021 Performance Goals and Results
Following year-end, the Compensation and Leadership Development Committee assessed the Company's performance, and determined an actual payout percentage for each goal. The payout percentage for each goal can range from zero to a maximum of 250 percent, and is established by the committee using its subjective judgment as to the Company's performance in each area. The committee believes it is important to retain its ability to exercise a certain level of discretion so that the Board and management will have flexibility to plan for and react to changing industry circumstances, such as commodity prices, cost structures and acquisition and divestment opportunities, without creating conflicting incentives for management.

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The targets for the 2021 operational, financial and strategic goals, together with the results, are set out in the table below:
PERFORMANCE GOALTARGET PERFORMANCEPERFORMANCE RESULTRELATIVE WEIGHTPAYOUT
(% OF TARGET)
WEIGHTED PAYOUT
ESG & HSE (1)
20 %112 %22.4 %
Free cash flow (2)
≥$2.95 billion$3.215 billion20 %232 %46.4 %
Cash return on capital invested (3) and return on capital employed (4)
CROCI ≥ 14.0% ROCE ≥ 11.0%
CROCI 17.0%
 ROCE 17.0%
20 %250 %50.0 %
Drilling, completions and facilities capital (5) and base lease operating and corporate G&A costs/BOE
≤$3.25 billion
≤$6.75
$3.426 billion
$6.91
20 %— %— %
Certain strategic goals (6)
20 %225 %45.0 %
Total performance factors (@100%)100 %163.8 %
Discretionary factor (not to exceed +/- 33%)(3.8 %)
Final performance score160.0 %
(1)Scoring of performance against the HSE and ESG goals was based on the Health, Safety and Environment Committee's and the Sustainability and Climate Oversight Committee's evaluation of the Company's performance.
(2)Free cash flow ("FCF") is a non-GAAP financial measure. As used by the Company, FCF is defined as net cash provided by operating activities, adjusted for deferred obligations on early settlement of commodity derivative contracts, changes in operating assets and liabilities and acquisition transaction costs (excluding stock-based compensation), less capital expenditures. The Company believes this non-GAAP measure is a financial indicator of the Company’s ability to internally fund acquisitions, debt maturities, dividends and share repurchases after capital expenditures.
(3)Cash return on capital invested ("CROCI") is a non-GAAP financial measure. As used by the Company, CROCI is EBITDAX (defined below) divided by the book value of gross oil and gas properties (both proved and unproved) before depreciation, depletion and amortization and impairments. The Company believes CROCI is used by the investment community as a measure of return on capital invested and has the benefit of ignoring impairments, providing an overall evaluation of returns on capital over time that does not inflate returns after an impairment. "EBITDAX" represents earnings before depletion, depreciation and amortization expense; exploration and abandonments; accretion of discount on asset retirement obligations; interest expense; income taxes; net (gain) loss on the disposition of assets; net loss on early extinguishment of debt; noncash derivative-related activity; amortization of stock-based compensation; noncash valuation adjustments on investment in affiliates, short-term investments, contingent consideration and deficiency fee obligations; noncash restructuring charges; and other noncash items.
(4)Return on capital employed ("ROCE") is a non-GAAP financial measure. As used by the Company, ROCE is net income adjusted for tax-effected noncash mark-to-market ("MTM") adjustments, unusual items and interest expense divided by the summation of average total equity (adjusted for net noncash MTM adjustments, unusual items and interest expense) and average net debt.
(5)Drilling, completions and facilities capital expenditures refers to capital spending for drilling, completions, facilities and seismic, and excludes capital spending for acquisitions, asset retirement obligations, capitalized interest, geological and geophysical G&A, information technology and corporate facilities, if any.
(6)For 2021, the strategic goals category included (i) establishing methodology and strategy to return capital to shareholders and communicating to investors; (ii) pursuing consolidator strategy, assessing portfolio optimization opportunities and successfully integrating the acquisitions of Parsley and DoublePoint; (iii) enhancing sustainability program and performance; and (iv) advancing efforts to increase diversity, equity and inclusion across the Company.
The Company delivered a strong operational performance in 2021. The following summarizes some of the notable performance highlights from the year relating to the performance goals, which led to the Compensation and Leadership Development Committee's decisions as to the payout percentages set forth above:
ESG & HSE - exceeded the goals; as noted by the Health, Safety and Environment Committee and the Sustainability and Climate Oversight Committee, the Company enhanced previously announced targets, aligned with the TCFD, to reduce GHG and methane emission intensities from the Company's operations, including a 50 percent reduction in GHG intensity and 75 percent reduction in methane intensity by 2030 utilizing a baseline of 2019, inclusive of the recently acquired assets of Parsley and DoublePoint; established a Net Zero ambition by 2050 for both Scope 1 and Scope 2 emissions; adopted a target to reduce freshwater use in completions to less than 25 percent by 2026; developed an ESG roadmap for each business unit and functional area including the assessment of their pathway to Net Zero by 2050; implemented a Company-wide program to re-evaluate HSE risks and deployed action plans to mitigate highest risk focus

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areas; and improved Company-wide program designed to increase visibility of and prevent the reoccurrence of serious exposures.
Free cash flow - well exceeded the goal; delivered cash flow from operating activities for 2021 of $6.1 billion, leading to free cash flow of $3.215 billion for the year. The improvement in free cash flow was driven by a rebound in oil prices, the Company's successful integration of the Parsley and DoublePoint acquisitions and the Company's strategy to utilize its scale and technological advancements to reduce costs and drive operational efficiencies.
Cash return on capital invested - well exceeded the goal; delivered higher than expected cash return on capital invested through the successful integration of the Parsley and DoublePoint acquisitions as the Company utilized its large, contiguous acreage position in the high-margin, high-return Midland Basin to drive a capital efficient program, including the development of wells with longer laterals, adding simulfrac completion crews and utilizing the Company's extensive water infrastructure in the Midland Basin.
Drilling, completions and facilities capital and base lease operating and corporate G&A costs/BOE - did not reach the goal; the Company was able to drive capital efficiency improvements associated with the Company’s drilling and completion activities during the year, coupled with supply chain efficiencies, but was unable to fully mitigate the impact of inflation in the second half of the year.
Strategic goals - accomplished essentially all goals; effectively and successfully integrated the Parsley and DoublePoint acquisitions while realizing cost savings by achieving projected synergies; executed strategy for allocating free cash flow to shareholders, successfully implementing framework to prioritize free cash flow generation and return of capital to shareholders through the return of $1.9 billion via dividends and share repurchases; exiting the year with unrestricted cash on hand of $3.8 billion and net debt of $3.1 billion; announced Net Zero ambition by 2050 for Scope 1 and Scope 2 emissions, enhanced GHG and methane reduction goals, established freshwater usage goal and published inaugural Climate Risk Report; increased the representation of and the rate of promotions of women and minorities across the Company, increased diversity on the Management Committee to 47 percent and established diversity, equity and inclusion action plans across all business units and functions
Under the program, the Compensation and Leadership Development Committee retains discretion to adjust the amount of the final payout, positively or negatively, by up to 33 percent, to recognize critical performance factors and industry conditions, for all NEOs as a group or separately for each NEO based on individual performance factors, but the total payout for any NEO may not exceed 250 percent of his or her target bonus. For 2021, the committee exercised its discretion for the final payout level of the NEOs, as a group, and rounded the final result down to 160 percent of target while rounding up the final result for the non-officer bonus pool to 170 percent.
Annual Long-Term Incentive Awards
The Compensation and Leadership Development Committee established a target dollar amount for annual awards to each NEO, and arrived at the resulting number of shares by dividing the target value by the 30 trading day average closing price of the Company's common stock prior to February 1, 2021. In establishing the target dollar amount of the awards to grant to NEOs, the committee considers peer group benchmarking data as well as each NEO's total target compensation level and each NEO's performance to determine if unique performance issues, positive or negative, existed that should affect the value of the 2021 annual long-term incentive award. Although the committee reviews the size and current value of prior long-term incentive awards, it does not consider these values in determining the long-term incentive award for the NEOs, believing that prior years' awards were a component of those specific years' total compensation and were not excessive, and future awards should be competitive with an NEO's current peer group position in order to retain and motivate the NEO.

2022 PROXY STATEMENTPIONEER NATURAL RESOURCES
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COMPENSATION DISCUSSION AND ANALYSIS
The Compensation and Leadership Development Committee also reviewed the Company's approach for delivering long-term incentives to NEOs. As a part of its review, the committee considered the balance of risk in the long-term incentive program, peer company practices, and input from senior management and Meridian. In accordance with the pay-for-performance philosophy of the Company's compensation program, the committee approved continuing the mix of equity awards, being the allocation of the target value of the NEOs' equity awards granted in performance units at 100 percent for the CEO and 60 percent for the other NEOs. The balance of the other NEOs' awards were in the form of restricted stock or RSUs, as applicable, which vest over three years.
For 2021, the Compensation and Leadership Development Committee established the target dollar amounts of long-term incentive awards for Messrs. Dealy and Shah as set forth in the table below to reflect their new roles:
ALLOCATION AMONG AWARDS (1)
NEO
2021
TARGET VALUE
($)
RESTRICTED STOCK/RSU AWARDS
($)
PERFORMANCE
UNITS
($)
Richard P. Dealy3,400,000 1,360,000 2,040,000 
Neal H. Shah1,700,000 680,000 1,020,000 

With regard to the CEO and the other NEOs, for 2021, the Compensation and Leadership Development Committee determined not to change the CEO's target dollar amount of the awards, and established the other NEOs' target dollar amounts as set forth in the table below:
ALLOCATION AMONG AWARDS (1)
NEO
2020
TARGET VALUE
($)
2021
TARGET VALUE
($)
CHANGE
(%)
RESTRICTED STOCK/RSU AWARDS
($)
PERFORMANCE
UNITS
($)
Scott D. Sheffield8,870,900 8,870,900 — — 8,870,900 
Mark S. Berg2,110,000 2,275,000 910,000 1,365,000 
J. D. Hall2,110,000 2,275,000 910,000 1,365,000 
(1)These dollar amounts vary from the values disclosed in the Summary Compensation Table and the 2021 Grants of Plan-Based Awards table below because those amounts are calculated based on the grant date fair value of the awards for accounting purposes in accordance with SEC rules. See the footnotes to those tables for further information regarding the methodology for determining the values of the awards for purposes of those tables.
Restricted Stock and RSU Awards. For the 2021 restricted stock and RSU award program, the awards vest over three years in one-third increments annually following the date of grant, subject to the NEO remaining employed with the Company continuously through the applicable vesting dates. For tax reasons, certain NEOs are awarded RSUs instead of restricted stock. Additional information regarding the terms of these awards is described below under "Executive Compensation Tables-Narrative Disclosure for the 2021 Grants of Plan-Based Awards Table."
Performance Unit Awards. Each year, the Compensation and Leadership Development Committee considers whether any changes should be made to the peer group or metrics used in measuring relative performance with respect to the performance unit grants. As discussed above, in connection with the Company's response to its engagement process, for the 2021 long-term incentive program, the Compensation and Leadership Development Committee approved the addition of the S&P 500 index to the peer group for the purpose of determining the payout of the performance unit awards. Accordingly, for the 2021 performance unit award program, the payout will be based on relative total stockholder return, or "TSR" (as defined in the award agreements), over a three-year performance period of the Company's common stock compared to a group composed of the Company's designated industry peers as well as the broader stock index. The committee believes relative TSR is an

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appropriate long-term performance metric because it generally reflects all elements of a company's performance and provides the best alignment of the interests of management and the Company's stockholders.
In determining the group of industry peer companies for the 2021 awards, the Committee approved the removal of Concho Resources, Inc., Noble Energy, Inc. and Parsley due to their having been acquired, and the addition of ConocoPhillips, Occidental Petroleum Corporation and Ovintiv Corporation as well as the S&P 500 index. Accordingly, the companies in the 2021 performance unit peer group, in addition to those added, are Apache Corporation, Continental Resources, Inc., Devon Energy Corporation, Diamondback Energy, Inc., EOG Resources, Inc., Hess Corporation, and Marathon Oil Corporation. Cimarex Energy Co. was in the 2021 performance peer group but has since been removed as a result of it having been acquired. As depicted in the following table, the payout will range from zero percent to 250 percent of the target number of performance units awarded based on the Company's relative TSR ranking in the peer group at the end of the three-year performance period that began on January 1, 2022 and ends December 31, 2023:
TSR RANK AGAINST PEERS
PERCENTAGE OF PERFORMANCE UNITS EARNED (1)
1250 %
2225 %
3200 %
4170 %
5140 %