Stockholders are urged to vote, whether or not they plan to attend the meeting. Please take time to vote by following the Internet or telephone voting instructions provided on the accompanying proxy card, or you may complete, date and sign the accompanying proxy card and return it in the postage-paid return envelope provided. You may revoke your proxy at any time before the vote is taken by following the instructions in this Proxy Statement.

1111 Bagby Street, Suite 1600

Houston, Texas 77002

PROXY STATEMENT

For Annual Meeting to be Held on May 15, 2015

Stockholders of record of common stock of the Company may vote in person at the meeting, via Internet or telephone, or by signing, dating, and returning the proxy card in the accompanying postage-paid envelope. Stockholders whose shares of common stock of the Company are held in the name of a bank, broker or other holder of record (that is, in “street name”) will receive separate instructions from such holder of record regarding the voting of proxies.

Rosetta will appoint one or more inspectors of election to act at the meeting and to make a written report thereof.

Prior to the meeting, the inspectors will sign an oath to perform their duties in an impartial manner and according to the best of their abilities. The inspectors will determine the number of shares represented at the meeting and the validity of proxies and ballots, count all votes and ballots, and perform certain other duties.

The inspectors will tabulate the number of votes cast for, against or withheld from each matter submitted at the meeting for a stockholder vote. Votes that are withheld will be excluded entirely from the vote and will have no effect.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDERS MEETING TO BE HELD ON FRIDAY, MAY 15, 2015

The Company’s Notice of Annual Meeting, Proxy Statement, and the 2014 Annual Report on Form 10-K are available on the Internet at www.proxyvote.com.

You may vote your shares either in person or by proxy. To vote by proxy, you may vote via telephone by using the toll-free number listed on the proxy card, via the Internet at the website for Internet voting listed on the proxy card, or you may mark, date, sign, and mail the enclosed proxy card in the postage-paid envelope. Giving a proxy will not affect the right to vote the shares if you attend the Annual Meeting and want to vote in person – by voting in person you automatically revoke the proxy. If you vote the shares in person, you must present proof that

you own the shares as of the record date through brokers’ statements or similar proof and identification. You also may revoke the proxy at any time before the meeting by giving the Corporate Secretary written notice of the revocation or by submitting a later-dated proxy. If you return the signed proxy card but do not mark the voting preference, the individuals named as proxies will vote the shares in accordance with the recommendations of the Board of Directors as set forth below.

As of the record date, March 19, 2015, Rosetta had outstanding 75,038,536 shares of common stock. Each share of common stock is entitled to one (1) vote. Each

share of restricted common stock held by Rosetta’s employees and independent directors is entitled to one (1) vote, regardless of any outstanding vesting period.

The ratification of the appointment of the independent registered public accounting firm is a routine matter on

which brokers may vote in their discretion on behalf of customers who have not provided voting instructions.

A nominee for director shall be elected to the Board if the director nominee receives an affirmative vote of a majority of the votes cast. Abstentions and broker non-votes do not count as “votes cast” with respect to this proposal and therefore will not affect the outcome of the election. Pursuant to our Board Governance Guidelines, each nominee has submitted a contingent resignation letter and should a nominee for director currently serving on the Board (a “holdover director”) fail to receive the required

number of votes for election, his or her resignation will be deemed submitted to the Board. In such case, the Nominating and Corporate Governance Committee of the Board will consider and recommend to the Board whether to accept or decline such resignation, considering any factors that the Committee deems relevant. The Board will then act with respect to such holdover director within ninety days from the date of the certification of the election results.

The Rosetta Resources Inc. 2015 Long Term Incentive Plan, ratification of the appointment of the independent registered public accounting firm, and the approval, by non-binding vote, of executive compensation require the affirmative vote of a majority of votes cast at the Annual

Meeting. For these purposes, abstentions and broker non-votes are not counted as a vote cast either “for” or “against” the proposals and therefore will not affect their outcome.

Under the Marketplace Rules of the NASDAQ Stock Market LLC (“NASDAQ”), brokers may vote their customers’ stock held in street name on routine matters when the brokers have not received voting instructions from their customers. Brokers may not vote their

customers’ stock held in street name on non-routine matters unless they have received voting instructions from their customers. Non-voted stock on non-routine matters are called “broker non-votes.”

We do not expect any other matter to come before the meeting. We did not receive any stockholder proposals by the date required for such proposals to be considered. If any other matter is presented at the Annual Meeting, the

signed proxy gives the individuals named as proxies authority to vote the shares on such matters at their discretion.

The Board of Directors of Rosetta Resources Inc. is sending you this Proxy Statement in connection with the solicitation of proxies for use at Rosetta’s 2015 Annual Meeting of Stockholders. Certain directors, officers and employees of Rosetta may also solicit proxies on our

behalf by mail, phone, fax or in person. We have retained Morrow & Co., LLC to assist in the solicitation of proxies for a fee of approximately $8,500 plus reimbursement of out-of-pocket expenses.

The Board of Directors currently consists of seven directors. All seven current directors are standing for reelection. Other than James E. Craddock, Chairman of the Board, Chief Executive Officer and President, all of the Board members standing for reelection meet the independence criteria under the NASDAQ rules.

Each Board member serves a one-year term or until such Board member’s successor is duly elected to serve on the Board. In addition, our Bylaws provide that the authorized number of directors which shall constitute the whole Board of Directors may be changed by resolution duly adopted by the Board. Any vacancies and additional

directorships resulting from an increase may be filled by the affirmative vote of a majority of the directors then in office, even though less than a quorum.

During 2014, the Board met seven times. Each director attended at least 75% of the meetings of the Board of Directors and Committees of the Board of which such director was entitled to attend, either in person or by telephone. All of the directors attended the 2014 Annual Meeting of Stockholders. Pursuant to our Governance Guidelines (defined below) our directors are expected to attend all annual meetings of stockholders.

The Board of Directors has established three committees:

Audit Committee and Audit Committee Financial Expert. The Audit Committee appoints the independent registered public accounting firm to audit our financial statements and oversee the annual audit. The Audit Committee also approves any other services provided by the public accounting firm. The Audit Committee provides assistance to the Board of Directors in fulfilling its oversight responsibility to the stockholders, relating to the integrity of the quarterly and annual financial statements, the compliance with legal and regulatory requirements governing the preparation and reporting of financial information, the independent registered public accounting firm’s qualifications and independence, and the performance of the internal audit function. It is the responsibility of the Audit Committee to maintain free and open communication with the independent registered public accounting firm, the internal accounting function and management of the Company. Additionally, the Audit Committee obtains and reviews an audit report prepared by the Company’s independent reserve engineering consultants regarding the evaluation of the Company’s reserves. Messrs. Matthew D. Fitzgerald and Donald D. Patteson, Jr. and Ms. Holli C. Ladhani serve on the Audit Committee, and are all “independent” under NASDAQ rules and the rules of the Securities and Exchange Commission (“SEC”). Mr. Fitzgerald, Chairman of the Audit Committee, Mr. Patteson and Ms. Ladhani are “Audit Committee financial experts” as defined under the rules of the SEC.

The Audit Committee met six times during 2014. A report of the Audit Committee is included in this Proxy

Statement. A copy of the Audit Committee’s charter is posted in the “Governance” section of our website at www.rosettaresources.com.

Compensation Committee. The Compensation Committee reviews the compensation and benefits of our executive officers, establishes and reviews general policies related to compensation and benefits, and administers the Company’s long-term incentive plan. Pursuant to the Compensation Committee charter, the Compensation Committee determines the compensation of senior executives of the Company. Ms. Carin S. Knickel and Messrs. Donald D. Patteson, Jr. and Jerry R. Schuyler serve on the Compensation Committee and each is “independent” under NASDAQ rules, a non-employee director within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and an outside director within the meaning of Section 162(m) of the Internal Revenue Code. The Chairperson is Ms. Knickel. The Compensation Committee met six times during 2014. A copy of the Compensation Committee’s charter is posted in the “Governance” section of our website at www.rosettaresources.com.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee assists the Board by identifying individuals qualified to become members of the Board, consistent with criteria approved by the Board, recommending director nominees for election at the Annual Meeting of Stockholders or for appointment to fill vacancies, recommending the election of officer candidates, monitoring the independence of Board members, ensuring the availability of director education programs, and advising the Board about the appropriate composition of the Board and its committees. The Nominating and Corporate Governance Committee also develops and recommends to the Board corporate governance principles and practices and assists in implementing them, including conducting a regular review

of our corporate governance principles and practices. The Nominating and Corporate Governance Committee oversees the annual performance evaluation of the Board and the committees of the Board, makes a report to the Board on succession planning and evaluates potential successors to the CEO with the Board. Messrs. Philip L. Frederickson and Jerry R. Schuyler and Mses. Carin S. Knickel and Holli C. Ladhani serve on the

Nominating and Corporate Governance Committee, and are all “independent” under NASDAQ rules. The Chairman is Mr. Frederickson. The Nominating and Corporate Governance Committee met four times in 2014. A copy of the Nominating and Corporate Governance Committee’s charter is posted in the “Governance” section of our website at www.rosettaresources.com.

Director Independence. The standards applied by the Board in affirmatively determining whether a director is “independent” in compliance with the listing standards of NASDAQ generally provide that a director is not independent if: (a) the director is, or in the past three years has been, an employee of Rosetta or any of its subsidiaries; (b) a member of the director’s immediate family is, or in the past three years has been, an executive officer of Rosetta or any of its subsidiaries; (c) the director or a member of the director’s immediate family has received more than $120,000 in compensation from Rosetta or any of its subsidiaries during any period of twelve consecutive months within the three years preceding the determination of independence other than compensation for service as a director, compensation of a family member who is an employee but not an executive officer or benefits under a tax-qualified retirement plan or non-discretionary plan; (d) the director or a member of the director’s immediate family is, or in the past three years has been, employed in a professional capacity by PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, or has worked for such firm in any capacity on Rosetta’s audit; (e) the director or a member of the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where a Rosetta

executive officer serves on the compensation committee of such company; or (f) the director or a member of the director’s immediate family is a partner in, a controlling stockholder of or an executive officer of a company that makes payments to, or receives payments from, Rosetta or any of its subsidiaries in an amount which, in any twelve-month period during the past three years, exceeds the greater of $200,000 or five percent of the consolidated gross revenues of the company receiving the payment.

The Board of Directors, applying the standards referenced above, affirmatively determined that six of its members, Messrs. Fitzgerald, Frederickson, Patteson and Schuyler and Mses. Knickel and Ladhani, constituting more than a majority of the Board, are independent under NASDAQ rules.

Board Leadership Structure and Role in Risk Oversight. The Board has employed a combined chairman and chief executive officer leadership structure with a separate lead independent director position for the past several years. The Board believes that this leadership structure is currently in the best interest of the Company, as it appropriately balances the need for the chief executive officer to manage the daily activities of the Company, provides for a lead independent director to oversee the

executive sessions of the independent directors and enhances the relationship between the Board and the Chairman, CEO and President. The Board has concluded that the interests of the stockholders are best served through the continuation of a leadership model that has a combined chairman and chief executive officer position and a lead independent director. Mr. Craddock, as the current CEO of the Company, possesses an in-depth knowledge of the industry and the Company. This includes his knowledge of the Company’s current operations and strategy, as well as new opportunities for the Company. The Board believes that these experiences and insights put him in the best position to provide broad leadership for the Board of Directors as it considers the Company’s strategy in the future. The Board believes this leadership structure enhances the Board’s role in risk oversight as Mr. Craddock is in a position to identify and elevate the most critical business issues for consideration by the Board. However, if circumstances change, the Board retains the authority to separate the positions of Chairman and CEO at any time.

The Board is actively involved in risk oversight for the Company. The Board believes it is a Board-level function to provide oversight to the Company in the management of risks. The Board recognizes there is a balance between risk and reward and believes the Company’s overall risk profile is appropriate. While certain risks are in the purview of committees of the Board and are scrutinized at the committee level, the full Board has responsibility for risk oversight. The committees regularly report their risk-oversight activities to the full Board.

Management of the Company takes a comprehensive approach to risk management, with the view that risk is inherent in every action taken by the Company. Management of risk is a responsibility of employees at all levels. As management refines the strategic plan for the Company on a regular basis, it assesses specific areas of risk to implementation of the strategy. The Company has also developed an enterprise risk management program to assess and manage key risks to the Company. Regular operational and strategic briefings are provided to the Board and inherent risks are discussed with the Board. The Board receives a briefing on the enterprise risk management process on an annual basis.

Through the Audit Committee, the Board monitors financial risk and hedging activities. The internal audit function is responsible for monitoring the Company’s compliance with the provisions of the Sarbanes-Oxley Act of 2002 and for financial and operational audits. The internal audit function reports directly to the Audit Committee, while the Chief Financial Officer has administrative responsibility for the internal audit function.

The Compensation Committee monitors risks associated with compensation practices for the Company. While the

Company does not believe that any of our compensation policies create risks that are reasonably likely to have a material adverse effect on the Company, the Board believes that it is important to articulate our major policies and how they incentivize actions and decisions that benefit stockholders.

Board Composition. The Nominating and Corporate Governance Committee is responsible for reviewing the requisite skills and characteristics of new Board members as well as the composition of the Board as a whole. The Nominating and Corporate Governance Committee believes that the minimum qualifications for serving as a director are that a nominee demonstrates an ability to make a meaningful contribution to the Board’s oversight of the business and affairs and has a reputation for ethical conduct. Nominees for director will include individuals who, taking into account their diversity, skills, and experience in the context of the needs of the Board, as well as other relevant factors such as conflicts of interest and other commitments, would enhance the Board’s ability to manage and direct the affairs and business of the Company. Although we do not have a policy on diversity for Board members, it is a factor in assessing potential directors.

Once the Nominating and Corporate Governance Committee identifies particular characteristics, experience and skills needed to fill a particular position on the Board, the Nominating and Corporate Governance Committee identifies qualified candidates by referral of individuals who meet the criteria from the current directors and executive officers. The Nominating and Corporate Governance Committee has authority to engage firms that specialize in identifying qualified director candidates. The Nominating and Corporate Governance Committee will also consider candidates recommended by stockholders. After the Nominating and Corporate Governance Committee has identified a potential candidate, it collects and reviews available information regarding the individual, and if the committee determines that the candidate warrants further consideration, the Chairman or another committee member will contact the person. Generally, if the individual expresses a willingness to be considered for election to the Board, the Nominating and Corporate Governance Committee will request information from the candidate, review the individual’s qualifications, engage a third party to conduct a background investigation, and conduct one or more interviews with the candidate. When the Nominating and Corporate Governance Committee has completed this process, it makes a recommendation to the full Board.

Board’s Interaction with Stockholders. The CEO and other officers are responsible for establishing effective communications with the stockholders. In accordance with this policy, management speaks for the Company. This

policy does not preclude independent directors from meeting with stockholders, but where appropriate, management should be present at such meetings. Stockholders may submit communications to directors by writing to the Corporate Secretary of the Company at the executive offices set forth in this Proxy Statement under “Additional Information – Stockholder Communications with the Board of Directors.”

Business Conduct and Ethics. The Ethics Code requires all of our directors, officers and employees to adhere to certain basic principles that uphold the Company’s guiding values of integrity, accountability and professionalism. The Ethics Code requires such individuals to comply with the law, avoid conflicts of interest, compete fairly and honestly, maintain a safe and healthy work environment, and preserve Company assets. The Ethics Code includes specific compliance procedures and a mechanism for reporting violations to a supervisor, the Internal Audit Department, or the General Counsel and Chief Compliance Officer. We have established an “ethics hotline” for employees and other interested parties to use and a procedure for maintaining anonymity with respect to an employee reporting a violation of the Ethics Code. The phone number is 1-844-338-7291. You can access the Ethics Code in the “Governance” section of our website at www.rosettaresources.com. Changes in or waivers of the Ethics Code may be made only by the Board of Directors or, in the case of any change or waiver of the Ethics Code for the principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions (collectively, the “principal officers”), only by the independent directors of the Board

of Directors. All changes in or waiver of the Ethics Code for the principal officers will be promptly disclosed as required by law or stock exchange regulations, and will be provided on our website.

Securities Trades Policy. The Company’s Securities Trades Policy applies to the Board of Directors, as well as officers and employees of Rosetta. The Company considers it improper and inappropriate for any director, officer or employee of the Company to engage in short-term or speculative transactions in the Company’s securities. All directors, officers and employees are prohibited from engaging in short sales, engaging in any derivative transactions in the Company’s securities, holding Company securities in a margin account, or pledging Company securities as collateral for a loan.

Directors’ Continuing Education. The Governance Guidelines require directors to participate in continuing education in subjects relevant to the duties of a director. The Company communicates available options for continuing education and the directors attend selected continuing education programs provided by either the Company or independent organizations. To assist the Board of Directors in remaining current with their board duties, committee responsibilities and the many important developments impacting their business and company, the Company participates in the New York Stock Exchange Corporate Board Member Board Leadership Program. This program offers our directors access to a wide range of in-person, peer-based and webinar educational programs on corporate governance, committee duties and board leadership and industry developments.

John E. Hagale, age 58, has served as Executive Vice President and Chief Financial Officer of Rosetta since November 2011. He was also the Treasurer of the Company from November 2011 until August 2012. Prior to joining the Company, Mr. Hagale was Executive Vice President, Chief Financial Officer and Chief Administrative Officer of The Methodist Hospital System from June 2003 through October 2011. He was also employed with Burlington and its predecessor Burlington Northern Inc. for 15 years where he held a series of executive financial positions with increasing responsibilities, including Executive Vice President and Chief Financial Officer of Burlington. Mr. Hagale began his career with Deloitte Haskins and Sells. Mr. Hagale holds a Bachelor of Business Administration degree in Accounting from the University of Notre Dame. He has more than 30 years of financial and accounting experience and is a certified public accountant.

John D. Clayton, age 51, has served as Executive Vice President and Chief Operating Officer of Rosetta since February 2013. Mr. Clayton joined Rosetta as Vice President, Asset Development of the Company in March 2008 and was named a Senior Vice President in January 2011. Mr. Clayton has more than 29 years of industry experience including reservoir, production and drilling engineering, as well as business development activities related to strategic planning, mergers, acquisitions and joint ventures. Prior to joining the Company, Mr. Clayton held various leadership and managerial positions with Burlington and ConocoPhillips. Mr. Clayton has a Bachelor of Science degree in Petroleum Engineering from Louisiana State University.

J. Chad Driskill, age 50, has served as Vice President, Marketing and Business Development of Rosetta since July 2005. He was promoted to Senior Vice President, Marketing and Business Development in December 2013. At Rosetta, Mr. Driskill is responsible for both physical and financial commodity marketing and trading. Prior to joining Rosetta in July 2005, Mr. Driskill spent 10 years holding a number of positions in energy trading, business development, and risk management at both Calpine Corporation and Calpine Energy Services. Prior to joining Calpine, Mr. Driskill spent 5 years at LFC Financial Corp.

as Director of Gas Trading. Mr. Driskill has over 24 years of experience in the energy trading, oil and gas, and power generation industries. Mr. Driskill holds a Bachelor of Business Administration degree in Finance from Texas Tech University.

Don O. McCormack, age 53, was promoted to Senior Vice President, Treasurer and Chief Accounting Officer in December 2013, having served as Vice President, Treasurer and Chief Accounting Officer of Rosetta since January 2013. Mr. McCormack joined Rosetta as Vice President and Treasurer of the Company in August 2012. Prior to joining the Company, Mr. McCormack served as Vice President and Chief Accounting Officer from 2010 until 2012 for Concho Resources Inc., an independent oil and gas company, in Midland, Texas. From 2007 to 2010, he was the Controller and Chief Accounting Officer for Red Oak Capital Management LLC, an oil and gas investment company based in Houston, Texas. Prior to joining Red Oak Capital Management LLC, Mr. McCormack held various leadership and managerial

positions with Burlington and ConocoPhillips. Mr. McCormack received a Bachelor of Business Administration degree in Accounting from the University of Texas at Arlington and is a certified public accountant.

Nathan P. Murphy, age 41, has served as Vice President, General Counsel and Chief Compliance Officer since October 2013, and as Corporate Secretary since December 2014. Mr. Murphy joined Rosetta as Vice President and General Counsel in July 2013. In this role, he has responsibility for managing the legal function. Mr. Murphy has over 14 years of experience with expertise in securities law and corporate governance matters, as well as upstream energy industry legal affairs. Prior to joining Rosetta, he served as Senior Counsel of ConocoPhillips from 2004 until 2013. Mr. Murphy worked as a Principal Attorney at Reliant Energy in Houston from 2003 to 2004. He began his career with the law firm of Akin, Gump, Strauss, Hauer & Feld, LLP in Houston from 1999 to 2003. Mr. Murphy holds an undergraduate degree from Texas A&M University and a Juris Doctorate from New York University School of Law.

MISSION STATEMENT

To acquire and develop U.S. onshore unconventional resource plays that build exceptional long-term value for our shareholders while developing the next generation of business leaders for our industry.

The Named Executive Officers, along with other select members of the senior management team participate in the compensation plans and programs described in this CD&A. While different in some aspects of their operation, the compensation programs for the broader employee

population at Rosetta are driven by consistent principles which seek to compete effectively in our industry with the ability to reward for strong corporate and individual performance.

Rosetta’s strategy is to increase shareholder value by delivering sustainable growth from unconventional onshore domestic basins through sound stewardship, wise capital resource management, optimizing of business cycles and emerging trends and minimizing liabilities through governmental compliance and protecting the environment.

Our compensation programs reflect this strategy and our need, as an exploration and production company, to balance multiple priorities around securing long-term future growth opportunities, managing near-term growth, production, efficiencies and costs, while maintaining financial strength and delivering superior returns to stockholders.

The following is a summary of Company performance indicators.

The key decisions made by the Compensation Committee in 2014 focused on assessing performance and determining payouts of total direct compensation, which for 2014, included base salary, annual incentives and long-term incentives (all of which are discussed in greater detail later). The following highlights the outcomes of our two incentive programs.

Incentive Plan

The Compensation Committee assesses annual performance against targets set in relation to capital inventory expansion and operational and business execution.

In recognition of the current challenges Rosetta faces with volatility in commodity prices, Mr. Craddock recommended to the Compensation Committee that they

award him no annual incentive award for 2014 under the Incentive Plan. After consultation with Mr. Craddock, the Compensation Committee, exercised its discretion under the Incentive Plan, and approved a 0% 2014 bonus payout for the CEO.

For the other Named Executive Officers the Compensation Committee approved awards of 90% of target, taking into account performance against the Incentive Plan metrics, as well as safety performance for 2014. The Compensation Committee elected to pay the awards in restricted stock in lieu of the normal cash payouts to help preserve Company liquidity and further incentivize executive performance. These awards have a one-year vesting schedule.

The following chart reflects the maximum, target and actual Incentive Plan awards for 2014, in thousands.

For 2014, the key metrics for the Incentive Plan were (equally-weighted):

For each of the above metrics, Rosetta sets annual targets that take into consideration past performance, peer performance and linkages to our business plan.

Additionally, we consider the following factors as overall “modifiers” when evaluating overall company performance for the year:

There is a natural balance between all of these areas of focus to ensure that Rosetta conducts business in a manner that delivers shorter-term results in a fiscally prudent and environmentally safe manner.

2012 PSU Awards

The Compensation Committee determined the overall level of vesting for the Performance Share Unit (“PSU”) Awards granted in 2012 and eligible to vest in 2014 (the “2012 PSU Awards”) for the Named Executive Officers was 0% for the 2012 through 2014 performance cycle. PSU Awards are aligned with shareholder interests because they are contingent upon the achievement of our performance relative to our peer group and relative to absolute internal performance standards which drive growth in long-term value for shareholders. The Compensation Committee maintains discretion over the level of vesting for PSUs following the end of each performance period and considers the following (equally weighted) metrics when determining vesting of PSU Awards:

The Compensation Committee considers both absolute and relative performance when determining the final level of vesting, the balance of which is particularly important in volatile market conditions. Additionally, the Compensation Committee considers Total Shareholder Return over the plan period as a significant modifier of overall performance.

After considering our performance against these metrics at the end of the three-year period, and considering other factors that it deems appropriate (such as relative stockholder return), the Compensation Committee, in its sole discretion may choose to vest from 0% – 200% of the PSUs. The level of vesting for the 2012 PSU Awards was 0%, due to performance against the metrics and the three year relative performance of our stock price. We continue to actively manage our exposure to commodity price risk in the marketing of our oil, NGL and natural gas production and have entered into a series of financial commodity derivative contracts through 2016 as part of this strategy.

Following high levels of stockholder support for our executive compensation programs at our 2013 meeting of 98.3%, we were pleased to maintain a similar level of support of 98.6% in 2014.

While there was no direct engagement with shareholders solely on compensation during the year, we were aware of investor feedback that our disclosure could

be improved with respect to how we describe our performance-based compensation programs. We have therefore included additional information about the factors considered by the Compensation Committee in determining bonus pay-outs, PSUs and the metrics used.

Pay Philosophy and Approach

Rosetta’s mission statement and core values shape and underpin our compensation philosophy and approach to executive pay. Our business model is grounded in E&P activity of unconventional resources in the U.S., which requires a balancing of informed decision making in the short-term with a view to delivering sustainable value to our stockholders over the long-term.

This model requires an approach to executive pay that generally seeks to manage potential risks, encourage high performance and promote accountability. One of the primary ways in which we look to achieve this is by aligning the interests of our executives with those of our stockholders.

Some of the key features of our approach to compensation for executive officers include:

The industry in which we operate also brings with it external factors, such as volatile commodity prices and geopolitical influences on supply and demand, our executive officers and other senior employees are accountable for managing. This can make the setting of

appropriate performance targets challenging, so the Compensation Committee has retained discretion to determine performance related pay-outs for the Incentive Bonus and PSU awards, with a view to ensuring that

executive officers are fairly rewarded in the context of the performance delivered and value realized by stockholders.

The Compensation Committee is comprised exclusively of three independent directors, whose biographies can be found on pages 11-12. Ms. Knickel serves as the Compensation Committee’s Chairperson, with Mr. Patteson and Mr. Schuyler participating as members. There are several activities that the Compensation Committee undertakes annually, including:

The Compensation Committee’s charter can be found in the Governance section on our investor relations website www.rosettaresources.com.

The Compensation Committee may invite members of management to provide advice on compensation decisions, although not in matters relating to their own compensation. In 2014, the CEO and the Senior Vice

President of Human Resources and Administration contributed to the Compensation Committee, providing their perspective on matters as requested.

In 2014, the Compensation Committee continued to retain the services of Pearl Meyer & Partners (“PM&P”) as its independent compensation consultant for executive and non-management directors. PM&P has been retained on an annual basis, since first being appointed during 2010, and each year the Compensation Committee reviews the continuing independence of PM&P.

The Compensation Committee has assessed PM&P’s independence and concluded that no conflict of interest exists that would prevent PM&P from providing executive compensation advice to the Compensation Committee. The Compensation Committee will continue to review PM&P’s appointment on an annual basis.

Each year the Compensation Committee works with PM&P to review the compensation peer group used to assess Rosetta’s market competitiveness for our executive officers. There are a number of criteria agreed upon when considering any changes to the group,

primarily financial size, a business focus on onshore E&P, geography and the skill requirements for executive positions, coupled with a preference to minimize year-on-year volatility.

Having established the peer group, the Compensation Committee engages PM&P to undertake an annual study of the compensation of Rosetta’s executive management team relative to these companies. PM&P makes use of proxy statements, which generally set out compensation data for the five most highly compensated officers, as well as a broader compensation survey – ECI Oil & Gas Exploration & Production Compensation Survey. This approach enables the Compensation Committee to review individual company data where it is included in proxy

statements, and anonymous aggregated data from the broader surveys.

Using this information, the Compensation Committee is able to review Rosetta’s compensation philosophy relative to the practices of our peer group on an informed basis, including the elements of compensation offered, the market positioning of each, and the levels of base salary and target short- and long-term incentives.

Rosetta undertakes measures to manage compensation risk. First, Rosetta provides a portion of compensation to the executives in the form of restricted stock with vesting periods up to three years, which we believe helps to ensure that the Named Executive Officers take actions and make decisions which contribute to long-term positive performance, thus aligning our interests with the long-term interests of our stockholders.

Second, we believe our Incentive Bonus Plan measures the behaviors that contribute to the success of an E&P business. We base our payout on the following equally-weighted metrics: (i) reserves added, (ii) finding costs, (iii) production volumes (barrels of oil equivalent (“BOE”)/day), (iv) direct lease operating expenses and general and administrative expenses per unit produced and (v) EBITDA. We also reserve the right to modify the Incentive Bonus Plan payout for any sound business

reason such as comparative performance against the industry, environmental, health and safety performance, long-term inventory development, and ability to pay. The bonus plan metrics are designed with diversified measures and compensating objectives that we consider beneficial to overall financial performance. For example, adding costly reserves may help us exceed the reserve goal, but doing so would likely cause us to fall short of the finding and development cost goal.

We believe that offering short-term cash bonus awards and long-term equity awards promotes behavior that is consistent with the interests of our stockholders, both in the short-term and the long-term. Further, a significant portion of each Named Executive Officer’s target compensation is in the form of long-term compensation, including performance share units, which is paid over time.

At the end of 2013 the Compensation Committee considered and approved increases to base salaries for 2014 in order to more closely align the base salaries of our Named Executive Officers with the median base salaries of our peer group’s executive officers. The Compensation Committee also took into account the following factors when approving increases:

Results from our “modifiers” of sustainability and safety were both positive, but safety is the standout.

The actual bonus payout for any executive officer is dependent on achievement of the corporate objectives as described above as well as adjustments attributable to the Compensation Committee’s exercise of discretion. The Compensation Committee may exercise positive or

negative discretion beyond the defined metrics and areas of focus when it determines that discretion to be warranted for either the entire bonus pool or the individual award to any executive officer (but such award may not exceed 200% of target).

For the measures within the capital inventory expansion and operational & business execution categories, the Compensation Committee assesses performance in the context of relative performance against the E&P Mid-Cap sector, with market capitalizations between $1 and $5 billion. This sector is likely to change over time as companies grow, merge and transition and the comparison will be made against the Mid-Cap sector as it exists at the end of the performance period on December 31, 2016.

At the end of the three-year performance period the Compensation Committee will assess performance in each of these areas, and at its discretion consider other factors that it deems to be relevant such as stockholder value creation, which includes absolute and relative TSR performance. Based on the Compensation Committee’s judgement of overall performance, at its sole discretion a decision will be made as to the level of vesting between 0% and 200% of the initial target award.

Performance Share Unit Grants Vesting in 2015 – three-year performance period ended December 31, 2014

The three-year performance period for PSUs granted in 2012 ended on December 31, 2014. The Compensation Committee chose to vest these grants at 0% because the level of performance against targets for the five metrics was mixed. Despite exceeding target performance on risked probable/possible non-proved inventory as a multiple of proved reserves, we did not meet our

reserves per share growth and production per share growth targets and missed our cost control related metrics due to higher than expected operating costs associated with entering the Permian Basin in 2013 and increased capital spending in 2014.

Additionally, our three year TSR performance was -48%. In comparison to 61 E&P comparator peers, we ranked in the 3^rd quartile (43^rd amongst the 61 member group).