Chord Energy Corp DEF 14A, filed Mar 19, 2025

Chord Energy Corp (CHRD)

DEF 14A 2025-03-19 For: 2025-03-19

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Added on June 12, 2026

About this DEF 14A

Chord Energy Corp filed this DEF 14A on March 19, 2025.

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☑			Filed by the Registrant			☐			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))
☑			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


Notice of Annual Meeting of Shareholders		3

Highlights		5

	Company Overview	5
	2024 Operational and Financial Highlights	5
	2024 Shareholder Return Highlights	5
	Our Value Proposition	6
	Safety and Sustainability	7
	Human Capital Management	8

Proxy Summary		9

	Director Nominees	9
	Governance At-a-Glance	11
	Elements of Compensation	12
	Committee Oversight	14
	Best Practices in Our Compensation Program	14

Board of Directors		17


	Proposal 1 – Election of Directors	17

	Board Nominee Background	18
	Board Skills, Experience and Qualifications	18
	Director Independence	21
	Who We Are	22
	Director Nomination and Refreshment	33

Corporate Governance		34

	Governance At-a-Glance	34
	Board Structure and Operations	35
	Board’s Role and Responsibilities	41
	Shareholder Engagement and Director Communications	45
	Other Governance Policies and Practices	46


Director Compensation		48

	Stock Ownership Guidelines	48
	Director Compensation Table	49

Executive Officers		50


	Proposal 2 – Advisory Vote to Approve Executive Compensation	53


Executive Compensation Matters		54

	Compensation Discussion and Analysis	54
	Compensation and Human Resources Committee Report	77
	Executive Compensation Tables	78
	Pay Ratio	91
	Pay versus Performance	92

Audit Matters		101


	Proposal 3 – Ratification of Appointment of the Independent Registered Public Accounting Firm	101

	Audit and All Other Fees	102
	Pre-Approval Policies and Procedures	102
	Audit and Reserves Committee Report	102

Security Ownership of Certain Beneficial Owners and Management		104

Users' Guide		105

Other Information		111



“Through a series of transactions over the past four years, Chord has built a leading position in the Williston basin and leveraged best practices to drive strong improvements in operational efficiency and financial returns.”



"The board strives to align management and shareholder incentives while achieving the strategic goals of the organization and benefiting employees and other stakeholders."



			Chord Energy is a premier Williston Basin operator with high-quality assets, differentiated technical knowledge, and strong track record of value creation. Our disciplined capital allocation across top-tier assets and operational excellence empower us to be resilient and adaptable and maximize returns for our shareholders. Our best-in-class balance sheet represents our commitment to capital discipline and provides flexibility across volatile commodity price environments. We lead with an experienced board of directors and act as responsible stewards of our team, communities, and the planet, safely delivering energy to improve lives. As a proud oil and gas operator, we’re committed to energizing the world today and tomorrow.



PROPOSAL 1


Election of Directors


	The Board recommends a vote FOR each director nominee.	See page 17


NAME		DIRECTOR SINCE	AGE	GENDER	COMMITTEE
					AR	CHR	NG	SS
	Susan Cunningham Board Chair	2022	69	F
	Daniel Brown President and Chief Executive Officer of Chord Energy	2021	49	M
	Douglas Brooks $	2020	66	M
	Ian Dundas	2024	57	M
	Hilary Foulkes	2024	67	F
	Samantha Holroyd $	2020	56	F
	Kevin McCarthy	2022	65	M
	Ward Polzin $	2024	62	M
	Jeffrey Sheets $	2024	67	M
	Anne Taylor	2022	69	F
	Marguerite Woung-Chapman	2021	59	F


SKILLS & EXPERIENCE		TOTAL


	Current or Past Public Company C-Suite Public company C-suite experience demonstrates a practical understanding of organizations, processes, strategy, risk, and risk management.	8


	E&P Operations Industry experience provides valuable perspective on issues specific to our business within the E&P industry.	10


	Capital Allocation/Investment The ability to allocate capital wisely is critical to the successful execution of our operational plans and to the protection of our shareholders' investment in us.	10


	Financial Reporting & Accounting Financial reporting, audit knowledge, and experience in capital markets, both debt and equity, are critical to our business.	8


	Environmental, Health and Safety Management EHS experience contributes to proper stewardship of our environmental and human resources, which are critical components of our success and license to operate.	8


	Information Technology Experience in information technology, including cybersecurity risk, cloud computing, scalable data analytics, and big data technologies add exceptional value to our Board.	2


	Business Development/M&A Business development skill and experience is highly valuable to the Company as we seek to execute our strategic vision and build scale accretively.	10


	Compensation & Human Resources Human capital management experience is essential for effective oversight on matters such as culture, succession planning, talent development, and retention.	7


	Risk Management/Sustainability Risk management/sustainability experience supports achievement of strategic business objectives and long-term value creation with a responsible, sustainable business model.	9


	Corporate Governance Corporate governance experience supports our goals of strong board and management accountability, transparency, and protection of shareholder interests.	10


	Legal & Regulatory Legal and regulatory experience offers valuable insight into the many regulations and governmental actions and decisions that affect our industry.	3



Chord Governance


•Annual election of directors •Majority voting and Director Resignation Policy in contested elections •Shareholder right to call special meetings •Shareholder proxy access •Separate CEO and Board Chair •Director stock ownership guidelines equal to 5x annual Board cash retainer •Nasdaq-compliant clawback policy •No supermajority voting provisions •No "poison pill" in effect •Single class share capital structure •Hedging, pledging, short sales of Company stock prohibited •No restrictions on director access to management •Board oversight of strategy and risk management •Performance relative to strategic priorities impacts executive and employee compensation •Quantitative ESG metrics impact executive and employee compensation •Consistent shareholder engagement; demonstrated responsiveness to feedback			•Deep experience and diverse perspectives on the Board •Annual skills matrix completed, evaluated, disclosed •Robust annual Board and committee evaluation process with actionable follow-up •Regular assessment of emerging needs for Board refreshment and skills •Focus on directors with the right skills for the optimal enhancement of the current mix of talent and experience on the Board •Independent Committee Chairs and Committees •Regular executive sessions of independent directors at Board and committee meetings •Regular Board trainings on corporate governance and sustainability-related issues and access to additional materials and seminars provided



PROPOSAL 2


Advisory Vote to Approve Executive Compensation


	The Board recommends a vote FOR this proposal.	See page 53


COMPENSATION ELEMENTS
CEO	OTHER NEOs	DESCRIPTION
Base Salary

		•Fixed pay determined by position and level of responsibility •Competitively targeted within peer group

Annual Performance-Based Cash Incentive

		•Aligns employees’ interest with those of shareholders •Payment made based on achievement of specified Company performance goals •Final payout subject to Board discretion •Target payout is percentage of salary, which varies by position

Long-Term Equity-Based Compensation
Absolute TSR PSUs

		•Contingent shares may be earned over 3-year periods depending upon TSR performance measured against specific premium return objectives •Promote alignment with shareholder interests by rewarding the absolute increase in TSR •Number of PSUs earned ranges from 0-300% of target

Relative TSR PSUs

		•Contingent shares may be earned over 3-year periods depending upon relative TSR performance measured against a specified company peer group •Promote alignment with shareholder interests by rewarding shareholder returns compared to potential alternative investments •Number of PSUs earned ranges from 0-200% of target

Time-Based RSUs

		•Contingent shares vest ratably over three years to promote retention of key executives •Value at-risk based on stock price performance


Other Employee Benefits		•Benefits available to all employees, including medical, dental, short- and long-term disability, health club subsidy, parking and 401(k) plan with employer matching of first 6% eligible compensation contributed


What We Do			What We Do Not Do

Independent compensation consultant reports directly to the Committee Double-trigger change-in-control severance benefits Clawback Policy Robust stock ownership guidelines Annual Say-on-Pay vote Active Shareholder Engagement Limited perquisites Mitigation of undue risk			No employment agreements No tax gross-ups No defined benefit pension plans No dividends on unearned performance-based awards under our LTIP LTIP does not allow repricing of underwater stock options without shareholder approval No pledging, hedging, or short sales of our securities


Table of Contents


			HEALTH AND SAFETY


			COMPENSATION AND BENEFITS


			TRAINING, DEVELOPMENT AND CAREER OPPORTUNITIES



In 2024, we invited shareholders representing over 50% of shares outstanding to meet with us regarding executive compensation and other topics of interest to shareholders.									Shareholders representing ∼ 20% of shares outstanding elected to participate in discussions with the Company.



PROPOSAL 3


Ratification of Appointment of the Independent Registered Public Accounting Firm


	The Board recommends a vote FOR this proposal.	See page 101



PROPOSAL 1


Election of Directors

To the extent authorized by the proxies, the shares represented by the proxies will be voted in favor of the election of the eleven nominees for director whose names are set forth herein. If for any reason any of these nominees is not a candidate when the election occurs, the shares represented by such proxies will be voted for the election of the other nominees named and may be voted for any substituted nominees or the Board may reduce its size. However, management of the Company does not expect this to occur. Vote Required Each of our directors will stand for election annually and must be elected by a majority of votes cast with respect to such director.


			The board recommends a vote "FOR” each of the persons nominated.


Director			Matters Considered
Kevin McCarthy			Mr. McCarthy serves on the Board of Plains All American Pipeline, which conducts ordinary course business transactions with the Company.
Marguerite Woung-Chapman			Ms. Woung-Chapman serves on the Board of Summit Midstream Corporation, which conducts ordinary course business transactions with the Company.



BOARD CHAIR						PRESIDENT & CEO





Susan Cunningham						Daniel Brown


•Presides over Board and shareholder meetings •Approves agenda for Board meetings with input from CEO •Provides advice, counsel and feedback to CEO •Delivers feedback to each director in connection with annual evaluations •Facilitates communications among the other members of the Board •Serves as the Board’s contact for employee and shareholder communications with the Board •Calls special meetings of the Board •Approves retention of advisors that report directly to the Board						•Possesses extensive knowledge and deep understanding of the industry, business, and challenges we face •Prioritizes matters for the Board through his day-to-day insight into our challenges and opportunities •Leads execution of Company strategy to maximize shareholder value •Develops strong executive management team



AUDIT AND RESERVES COMMITTEE


CURRENT MEMBERS •Jeffrey Sheets (Chair) •Douglas Brooks •Samantha Holroyd •Ward Polzin QUALIFICATIONS •The Board has identified Messrs. Sheets, Brooks, Polzin and Ms. Holroyd as qualified financial experts and has designated each of them as “Audit Committee Financial Experts” as defined by the SEC. •All members of the Audit and Reserves Committee are independent under the applicable rules of the Nasdaq, the SEC, and the Company’s independence standards.			KEY RESPONSIBILITIES •Directly responsible for the appointment, compensation, retention and oversight of the work of the Company’s independent registered public accounting firm, which reports directly to the committee, and each year, the committee reviews the independent registered public accounting firm’s qualifications, independence and performance. •Assists the Board with its oversight of the integrity of the Company’s consolidated financial statements, the appointment, compensation, and performance of the Company’s internal auditor, the integrity of the estimates of the Company’s oil, natural gas and natural gas liquid reserves, the independence, qualifications and performance of the Company’s independent reservoir engineers, compliance by the Company with legal and regulatory requirements and the Company’s monitoring of cybersecurity risk. •Oversees compliance with procedures for receipt, retention, and treatment of complaints related to compliance and auditing or accounting matters. The Audit and Reserves Committee meets regularly with representatives of the independent registered public accounting firm, the independent reservoir engineers, and with the internal auditor for these purposes.



COMPENSATION AND HUMAN RESOURCES COMMITTEE


CURRENT MEMBERS •Anne Taylor (Chair) •Hilary Foulkes •Kevin McCarthy •Marguerite Woung-Chapman QUALIFICATIONS •All of the members of the Compensation and Human Resources Committee are independent under the rules of the Nasdaq and the Company’s independence standards.			KEY RESPONSIBILITIES •Oversees the compensation of the Company’s directors and executive officers and the Company's agreements, plans, policies and programs to compensate the Company's employees other than executive officers. •Annually evaluates the performance of the Company’s CEO and the performance of the company against the annual strategic objectives of the Company. •Oversees talent development and succession planning for executive officers and key employees, including monitoring and reviewing the development and progression of potential candidates for the CEO role. •Reviews with management and recommends inclusion of the Compensation Discussion and Analysis (the “CD&A”) section in the proxy statement for the annual meeting of shareholders. The CD&A included in this proxy statement contains additional information about the CHR Committee. In carrying out its duties, the committee has direct access to outside advisors, independent compensation consultants and others to assist them. The committee also oversees strategies and initiatives related to human capital management.



NOMINATING AND GOVERNANCE COMMITTEE


CURRENT MEMBERS •Marguerite Woung-Chapman (Chair) •Kevin McCarthy •Jeffrey Sheets •Anne Taylor QUALIFICATIONS •All of the members of the NG Committee are independent under the rules of the Nasdaq and the Company’s independence standards.			KEY RESPONSIBILITIES •Identifies and recommends potential Board and committee members; oversees the succession management planning for the CEO role. •Oversees evaluation of the Board’s performance, assesses the Company’s Corporate Governance Guidelines and reviews the monitoring of the Company’s compliance programs and Corporate Code of Business Conduct and Ethics. •Reviews relationships between the Company and directors to determine satisfaction of applicable independence standards, advises the Board on the need for any changes in its size and composition, and makes recommendations to the Board on the selection of a Lead Independent Director if the Board Chair is not independent. •Reviews and recommends proposed changes to the Company’s Certificate of Incorporation and Bylaws to the Board, provides oversight of engagement with shareholder proposals and recommends Board responses to such proposals.



THE SAFETY AND SUSTAINABILITY COMMITTEE


CURRENT MEMBERS •Samantha Holroyd (Chair) •Douglas Brooks •Hilary Foulkes •Ward Polzin QUALIFICATIONS •All of the members of the Safety and Sustainability Committee are independent under the rules of the Nasdaq and the Company’s independence standards.			KEY RESPONSIBILITIES •Oversees the Company’s general approach, strategies, and goals for addressing environmental and public policy matters that could affect the Company’s business activities and performance, including those related to safety, environmental sustainability, climate risk and greenhouse gas emissions, social responsibility, philanthropy, political activity, and related legislative and regulatory trends and reputational matters. •Oversees the incorporation of factors and disclosure in the Company’s reporting and public disclosures on sustainability and greenhouse gas emissions matters, including controls and systems to ensure compliance with applicable legal and regulatory requirements applicable to such disclosure. •Reviews and approves the Company’s budgets for political and charitable contributions and monitors the Company’s compliance with such budgets.


18 meetings THE BOARD	7 meetings COMPENSATION AND HUMAN RESOURCES COMMITTEE	4 meetings SAFETY AND SUSTAINABILITY COMMITTEE

5 meetings AUDIT AND RESERVES COMMITTEE	4 meetings NOMINATING AND GOVERNANCE COMMITTEE



Director attendance for Board and committee meetings averaged 99% of the total number of meetings of the Board and committees on which the Director served.									100% of directors then serving attended the Chord 2024 annual meeting of shareholders.



New Director Orientation			The orientation program is tailored to the needs of each new director depending on his or her level of experience serving on other boards and knowledge of Chord and the oil and gas industry. Materials provided include information on Chord's strategic plans, financial matters, and governance practices. The onboarding process includes a series of meetings with members of senior management and their staff for briefings on our operations, financial strategies, and values. The orientation program may include a visit to our field sites.


Continuing Education			Continued Education is provided during Board and committee meetings and is focused on topics that are designed to assist directors in fulfilling their duties, including reviews of compliance and governance developments; learning opportunities through site visits; and briefings on topics that present special risks and opportunities to Chord. Education often takes the form of “white papers” covering timely subjects or topics. The Company also sponsors NACD memberships for each director. As part of the Board’s annual evaluation process, directors are asked to identify areas where they feel continuing education would be helpful.


Beyond the Boardroom			Directors may attend educational seminars and programs sponsored by external organizations. Chord covers the reasonable expenses for a director’s participation in applicable outside continuing education up to $5,000 annually.


1			EVALUATION QUESTIONNAIRES •Formal opportunity for directors to identify potential improvements •Solicit candid input from each director regarding the performance and effectiveness of the Board, its committees, and individual directors

2			INDIVIDUAL INTERVIEWS •Board Chair has an in-depth conversation with each member of the Board

3			REVIEW OF FEEDBACK •Committee Chairs review committee questionnaire responses with respective committees •NG Committee reviews Board questionnaire responses with full Board in executive session •Board Chair provides applicable feedback from interviews to full Board in executive session

4			USE OF FEEDBACK •NG Committee develops recommendations for the Board as a whole •Board Chair identifies areas for improvement of individual directors


			The NG Committee uses the results of director evaluations as a part of the nomination process for the next annual meeting.


5			CHANGES IMPLEMENTED As a result of prior evaluation processes, the Board has strengthened its structure and procedures in the following ways over the past few years: •Improved efficiencies at meetings •Board and individual director coaching •Added highly-skilled directors to enhance the Board's composition



BOARD OF DIRECTORS


The Board has overall responsibility for risk oversight. A fundamental part of risk oversight is not only understanding the material risks that the Company faces in the short-, medium-, and long-term, and the steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. The involvement of the Board in reviewing our business strategy is an integral aspect of the Board’s assessment of management’s tolerance for risk and also its determination of what constitutes an appropriate level of risk for the Company. The Board has delegated oversight responsibility related to certain risks to its Committees, and the entire Board is regularly informed through committee reports and by management about the known risks to the strategy and the business of the Company. Except as described, the administration of the Board's oversight function does not have an effect on the Board's leadership structure.



AUDIT AND RESERVES									COMPENSATION AND HUMAN RESOURCES


Our Audit and Reserves Committee works closely with our management team to review and assess financial, commodity price, and cybersecurity related risks. •Discusses with management the Company’s guidelines and policies related to risk management, including exposure to financial risk, commodity price risk and cybersecurity risk. •Oversees the accounting and financial reporting processes of the Company and the audits of the Company’s consolidated financial statements. •Monitors integrity of reserves estimates and performance of reserve engineers.									The CHR Committee oversees risks and mitigation practices as they relate to compensation and human capital management. •Evaluates the compensation policies and practices for all employees for any material risks that are reasonably likely to have a material adverse effect on the Company and to align the compensation programs with shareholders’ best interests and avoid motivating the Company’s employees to take excessive risks in the course of their employment. •Oversees strategies and initiatives related to human capital management, including employee engagement, culture, and retention.



SAFETY AND SUSTAINABILITY									NOMINATING AND GOVERNANCE


The Safety and Sustainability Committee reviews and monitors our controls, policies, and systems relating to environmental and public policy matters, including health and safety, climate risk, economic policy, natural resource policy, environmental, and social and community matters. •Reviews and makes recommendations to the Board regarding policies, programs and practices to ensure that management and the Board are aligned in their assessment of public policy and reputational risk in the business. •Reviews and makes recommendations to the Board regarding the Company’s operational risks and such other risks as may be delegated to the Committee by the Board.									The NG Committee oversees management of the Company’s compliance and governance programs, including the Corporate Code of Business Conduct and Ethics. •Oversees the management of the Company's compliance and governance programs, including the Corporate Code of Business Conduct and Ethics, by the Company's Compliance Officer. •Reviews emerging corporate governance regulations and best practices applicable to the Company and develops appropriate recommendations to the Board.


MANAGEMENT


Chord's senior management is responsible for assessing and managing Chord's various exposures to risk on a day-to-day basis, including the creation of appropriate risk management programs and policies. Chord has developed an integrated approach to risk management, including its enterprise risk management ("ERM") framework, to help determine how best to identify, manage, and mitigate significant risks throughout Chord. Senior management works with external advisors and consults with Chord's peer group on the broader risk landscape to help inform Chord's decisions, policies and procedures. Management regularly assesses, tracks, and reports to the Board and its committees on a variety of identified risks.


			SAFETY AND SUSTAINABILITY COMMITTEE

•Evaluates the Company’s performance on safety and sustainability matters, inclusive of environmental metrics, and oversees related initiatives to improve performance. Reviews management’s monitoring and enforcement of the Company’s policies designed to protect the environment, including those related to flaring, emissions and water usage, and reviews with management the quality of the Company’s procedures for identifying, assessing, monitoring, and managing the principal environmental risks in the Company’s business.


			AUDIT AND RESERVES COMMITTEE

•Reviews controls, including disclosure controls and procedures, and compliance for financial reporting with legal and regulatory requirements, including any climate-related disclosure rules.


			COMPENSATION AND HUMAN RESOURCES COMMITTEE

•Considers safety and climate-related goals in management incentives.


			NOMINATING AND GOVERNANCE COMMITTEE

•Helps identify experiences of current and future Board members that can help the Board manage climate-related risks.





			WRITE TO: Chord Energy Corporation c/o Corporate Secretary 1001 Fannin Street, Suite 1500 Houston, Texas 77002			CALL: 1-281-404-9500