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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. )
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| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
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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 |
Chord Energy Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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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 |
Dear Shareholders,
Building on a strong 2024, Chord enters 2025 positioned for future success. 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. Throughout 2024, the Chord team worked diligently to integrate the Enerplus assets, drive synergy capture, and enhance capital efficiency. The combination has made Chord a more efficient and resilient company with enhanced investor relevance.
Chord’s focus on technological innovation has been a key driver of the Company’s strong results and sustainability of its deep, low-cost inventory. This technical expertise is being applied to Enerplus’ core assets to drive stronger returns, specifically with the application of wider spacing and longer laterals. Progress on longer laterals has been compelling with Chord consistently achieving 100% productivity for the third mile. Additionally, the Company drilled its first four-mile well in 2024 which, if successful, could pave the way for further efficiency improvements. The aforementioned achievements led Chord to unveil the first multi-year outlook in Company history which reflects stable volumes through 2027 at lower levels of capital than pro forma 2024. Our compelling outlook reflects strong operational execution and solid inventory depth along with the capture of over $200 million of synergies from the combination with Enerplus.
Selective M&A and operational improvements have driven strong financial returns to our shareholders. Over the past several years, Chord has consistently paid out 75% or more of its free cash generation resulting in billions of dividends and share repurchases. Importantly, Chord’s balance sheet remains best-in-class which supports resiliency and preserves strategic optionality. Going forward, the Company will continue to maximize sustainable and efficient free cash flow generation with a focus on shareholder returns.
Chord is proud of our contribution to civilization by providing affordable and reliable energy upon which every aspect of the economy and modern living is dependent. We do this while maintaining a commitment to operating in a sustainable and responsible manner in the communities we serve. On this front, Chord continues to make progress on our sustainability initiatives with a focus on safety first, minimizing our environmental impact, and promoting an inclusive, merit-based based culture.
Finally, employees remain at the center of Chord’s success and are a key component of everything we’ve accomplished so far. Our outstanding talent centers around a culture of continuous improvement, the results of which can be seen in our performance.
As we look forward, Chord will remain committed to its core values which have put the Company in a strong position to succeed. We would appreciate your vote in support of the items described in the accompanying proxy statement.
Sincerely,
Daniel E. Brown
President and Chief Executive Officer
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“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.” |
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Dear Shareholders,
2024 was a transformational year for our organization, as we solidified our leading position in the Williston Basin by combining with another basin leader, Enerplus Corporation. The Company continues to execute well and generate strong returns which supported another year of robust shareholder distributions. The successful integration of Enerplus and continued execution led Chord to unveil the first multi-year outlook in Company history, which anticipates maintaining volumes while spending less capital through 2027.
Operating results were outstanding in 2024 including raising volume guidance twice while lowering capital spending and managing costs well. In 2024, on a pro forma basis, Chord returned $944 million to shareholders, which represents a compelling 13% of the Company’s year-end market capitalization.
The macro environment remains cyclical and uncertain, but we believe oil and natural gas will be essential components of the energy mix for the foreseeable future. Chord will remain focused on the things it can control that are likely to drive success through business and commodity cycles. The Company is well positioned with a disciplined investment framework, deep inventory with attractive returns, a strong execution track record, flexible balance sheet and culture of continuous improvement.
Effective corporate governance remains at the center of Chord’s success. The board strives to align management and shareholder incentives while achieving the strategic goals of the organization and benefiting employees and other stakeholders. Our board is short-tenured and comprised of industry experts with significant experience working with major shareholders and investors. We value our owners’ perspective and regularly seek feedback from our shareholders through our annual outreach program.
We are committed to being a responsible producer and good stewards of our environment, as we believe both contribute to better corporate performance. The Company has a multi-year track record of improving environmental and safety performance. Chord operates with a culture of integrity and provides transparency into its operations. Along these lines, we expect to update our sustainability progress and initiatives in 2025 and will incorporate Enerplus’ performance into our Sustainability Report.
We are excited about Chord’s progress in 2024 and believe the company is well positioned to continue to create and deliver value for our stakeholders. We look forward to building on the Company’s success in 2025 and beyond.
On behalf of the Board, thank you for your investment and continued support.
Sincerely,
Susan M. Cunningham
Board Chair
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"The board strives to align management and shareholder incentives while achieving the strategic goals of the organization and benefiting employees and other stakeholders." |
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| Notice of Annual Meeting of Shareholders |
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| | Items of Business | | |
DATE AND TIME Wednesday, April 30, 2025 9:00 AM Central Time LOCATION 1001 Fannin Street, Suite 1500, Houston, Texas 77002 RECORD DATE March 5, 2025 How to Vote ONLINE www.proxyvote.com BY PHONE 1-800-690-6903 BY MAIL Sign, date and return your proxy card in the enclosed envelope | | | |
| PROPOSALS | BOARD VOTE
RECOMMENDATION | FOR FURTHER
DETAILS |
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| 1 | Election of eleven Directors to serve until the Company's 2026 Annual Meeting. | “FOR” all nominees | |
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| 2 | Advisory vote to approve executive compensation as described in the accompanying proxy statement. | “FOR” | |
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| 3 | Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025. | “FOR” | |
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| We will also transact such other business as may
properly come before the Annual Meeting. Houston, Texas
March 19, 2025 By order of the Board of Directors, Shannon B. Kinney
Corporate Secretary IMPORTANT NOTICE REGARDING THE ELECTRONIC AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 30, 2025 Chord Energy Corporation (the "Company," "Chord," "we," "us," or "our") has elected to take advantage of the U.S. Securities and Exchange Commission (the “SEC”) rules that allow us to furnish proxy materials to the Company’s shareholders via the internet. These rules allow us to provide information that the Company’s shareholders need while lowering the costs and accelerating the speed of delivery and reducing the environmental impact of the 2025 Annual Meeting of Shareholders (the "Annual Meeting"). The Company is making this proxy statement and its Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) available to its shareholders at www.proxyvote.com. |
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Company Overview
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| 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. |
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2024 Operational and Financial Highlights
232,737 Boepd
AVERAGE PRODUCTION VOLUMES
$1.2B
E&P and OTHER CAPEX
142 gross (93 net)
TIL'D OPERATED WELLS
$9.68 per Boe
LEASE OPERATING EXPENSES ("LOE")
883.0 MMBoe
NET PROVED RESERVES(1)
(1)Estimated as of December 31, 2024, with a Standardized Measure of $8.4 billion and PV-10 of $10.3 billion.
2024 Shareholder Return Highlights(1)
$13.09 per share
BASE AND VARIABLE DIVIDENDS DECLARED
$438MM
COMMON STOCK
REPURCHASED
(1)Shareholder returns are pro forma for the Enerplus Transaction as if it occurred on January 1, 2024, and include a base dividend of $0.065 per share and a special dividend of $0.232675 per share paid to Enerplus shareholders.
Our Value Proposition
Safety and Sustainability
Chord is committed to addressing global energy needs responsibly while continuously improving our sustainability performance. We maintain that oil and natural gas will play a crucial role in providing affordable and reliable energy for global quality of life and economic growth in the coming decades. The United States, with its abundant resources and robust regulatory framework, is well-positioned to meet future oil and natural gas demand.
Our commitment to sustainable operations is driven by strong governance. The Safety and Sustainability Committee of our Board collaborates with other committees and senior leadership, including the Senior Vice President of Sustainability, to advance safety and sustainability initiatives and evaluate progress.
Chord's compensation programs likewise reflect our dedication to, and accountability for, sustainable operations. All employees, including executives, participate in an annual incentive plan that rewards achievement of quantitative and qualitative metrics, including targets related to safety, spills, and emissions.
We continue to make strides in reducing Scope 1 GHG emissions, enhancing safety performance, and advancing community engagement, equal employment opportunity in the workplace, and climate-related governance. Detailed results are available in our latest sustainability report, with key highlights presented below.
For more information about Chord's sustainability commitment, please visit the "Sustainability" page on our website to access our Sustainability Report and corporate policies.
Highlights from Our Sustainability Report Issued in 2024
Human Capital Management
In furtherance of our mission to responsibly produce hydrocarbons while exercising capital discipline, operating efficiently, improving continuously and providing a fun and rewarding environment for our employees, we seek to foster a culture of innovation and are constantly looking for ways to strengthen our organizational agility and adaptability. Executing our strategy in our highly competitive industry depends on our attracting, developing and retaining a highly effective, talented, and engaged workforce.
We are committed to protecting the health and safety of our employees, contractors, and communities. To maintain our safety culture, we have developed a comprehensive safety management system and continue to monitor and update our safety policies and practices. In addition, safety training is provided regularly to all employees, and, in order to reinforce accountability, safety performance is integrated into our annual compensation program for all employees. We seek to partner only with contractors and vendors who share our commitment to safety.
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| COMPENSATION AND BENEFITS |
Our total rewards program includes base pay and short- and long-term incentive opportunities for eligible employees, and benefits including retirement plan dollar matching, health insurance, income protection and disability coverage, paid time off, flexible work schedules, and financial and mental health wellness resources and services. We strive to competitively compensate our employees so that they feel valued and to enable us to attract, motivate, and retain high-level talent, as well as to increase employee focus on key performance goals, deepen commitment to our collective success and improve employee well-being. Our intent is for the compensation and benefits provided as part of our total rewards program to be fair and equitable across positions and locations, market competitive, based on merit, consistent with our values and transparent to our employees.
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| TRAINING, DEVELOPMENT AND CAREER OPPORTUNITIES |
We are committed to the personal and professional development of our employees. Many of our employees work in disciplines that require highly specialized skills and subject-matter expertise, underpinning our ability to deliver on our strategic priorities. Employees are provided with training programs designed to develop skills in leadership, professional competencies, safety, and information and technology. Through these programs, employees develop skills to help them best perform in their current jobs as well as skills and experience that support long-term growth. We are also proud to sponsor and support various training, scholarship, and other charitable programs to support growth in our communities, including the Bakken Area Skills Center, Habitat for Humanity, OneGoal and Junior Achievement.
We prioritize diversity of thought, constructive debate, and engaged leadership, as we believe a workforce that brings varied backgrounds and experiences enriches us with unique perspectives and ideas. We are an equal opportunity employer and do not discriminate on the basis of any characteristic protected by applicable law. Our approach to talent attraction and promotion enables all individuals to be evaluated based on their merit. To maintain a multitalented and respectful workforce, we maintain a robust compliance program supported by annual certification by all employees to our Code of Business Conduct and Ethics Policy, as well as training programs on equal employment opportunity.
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this proxy statement.
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| PROPOSAL 1 | | |
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| Election of Directors |
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| The Board recommends a vote FOR each director nominee. | |
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Director Nominees
The following provides summary information about each director nominee.
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| = Chair | | = Member | $ = Financial Expert | | = Independent | AR = Audit and Reserves |
CHR = Compensation and Human Resources | | NG = Nominating and Governance | SS = Safety and Sustainability |
Board Snapshot
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| Independence | Demographics | Age |
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| SKILLS & EXPERIENCE | TOTAL |
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| 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 |
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| E&P Operations Industry experience provides valuable perspective on issues specific to our business within the E&P industry. | 10 |
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| 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 |
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| Financial Reporting & Accounting Financial reporting, audit knowledge, and experience in capital markets, both debt and equity, are critical to our business. | 8 |
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| 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 |
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| 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 |
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| 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 |
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| Compensation & Human Resources Human capital management experience is essential for effective oversight on matters such as culture, succession planning, talent development, and retention. | 7 |
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| 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 |
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| Corporate Governance Corporate governance experience supports our goals of strong board and management accountability, transparency, and protection of shareholder interests. | 10 |
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| Legal & Regulatory Legal and regulatory experience offers valuable insight into the many regulations and governmental actions and decisions that affect our industry. | 3 |
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Governance At-a-Glance
Following are highlights of our governance program.
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| Chord Governance |
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•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 |
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| PROPOSAL 2 | | |
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| Advisory Vote to Approve Executive Compensation |
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| The Board recommends a vote FOR this proposal. | |
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Elements of Compensation
We view the various components of our compensation program as distinct but related, and we emphasize “pay for performance” by structuring our program so that a significant portion of our Executive Officers' total compensation is "at risk" and tied to the Company's long- and short-term financial, operational and strategic goals. The charts below reflect this allocation for our 2024 executive compensation program.
The Company has closely aligned executive compensation with Company performance by tying a majority of the value of our Named Executive Officers' compensation to the performance of the Company's common stock through grants of performance- and time-based RSU awards. Our annual cash incentive program is also performance-based.
In 2024, 72% of our CEO's target total compensation was equity-based, with 67% of his equity compensation comprised of absolute TSR and relative TSR PSUs. His annual cash incentive opportunity, which is also performance-based, accounts for another 15% of his target total compensation. For additional information, please see "—Elements of Compensation" and "—2024 Compensation."
2024 Compensation
The approximate allocation of the Company's direct compensation elements for the 2024 executive compensation program (consisting of base salary, annual performance-based cash incentives, performance share units ("PSUs") based on absolute and relative total shareholder return ("TSR") metrics, and time-based restricted stock units ("RSUs")) is shown below.
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| COMPENSATION ELEMENTS |
| CEO | OTHER NEOs | DESCRIPTION |
| Base Salary |
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| | •Fixed pay determined by position and level of responsibility •Competitively targeted within peer group |
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| Annual Performance-Based Cash Incentive |
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| | •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 |
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| Long-Term Equity-Based Compensation |
| Absolute TSR PSUs |
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| | •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 |
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| Relative TSR PSUs |
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| | •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 |
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| Time-Based RSUs |
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| | •Contingent shares vest ratably over three years to promote retention of key executives •Value at-risk based on stock price performance |
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| 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 |
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Committee Oversight
Chord has a robust annual cycle to plan, review and execute the executive compensation process and to oversee the Company's strategies relating to talent, leadership, and culture. Our competitive business requires attracting, developing and retaining a motivated team inspired by leadership, engaged in meaningful work, motivated by growth opportunities and thriving in a culture that embraces everyone's contribution. As described above, the CHR Committee is responsible for overseeing Chord’s human resources strategies and prioritizing our efforts to attract and retain employees and leaders with the skills and experience needed to achieve our strategic objectives in dynamic market conditions. During 2024, the CHR Committee engaged with management on several issues impacting Chord’s human capital strategy, including: integration of people and systems in connection with the Enerplus Transaction, effective employee engagement, positive corporate culture, executive and employee succession, and recruiting and retention.
Best Practices in Our Compensation Program
The CHR Committee reviews on an ongoing basis the Company’s executive compensation program to evaluate whether it supports the Company’s executive compensation philosophies and objectives and is aligned with shareholder interests. Our 2024 executive compensation practices include the following, each of which the CHR Committee believes reinforces our executive compensation objectives:
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 What We Do |  What We Do Not Do |
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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 |
Shareholder Outreach
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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. |
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Participants were supportive of the Company’s executive compensation program. Shareholders also engaged and provided valuable feedback on topics related to corporate governance and sustainability, including safety and environmental matters.
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| PROPOSAL 3 | | |
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| Ratification of Appointment of the Independent Registered Public Accounting Firm |
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| The Board recommends a vote FOR this proposal. | |
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The Audit and Reserves Committee of the Board of Directors has appointed PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for 2025.
The Board of Directors is submitting the appointment of PricewaterhouseCoopers LLP for ratification at the Annual Meeting. Although the submission of this matter for approval by shareholders is not required, we value the opinions of our shareholders and believe that shareholder ratification of the appointment is a good corporate governance practice.
If the shareholders do not ratify the appointment of PricewaterhouseCoopers LLP, the Audit and Reserves Committee may reconsider the appointment of that firm as the Company’s independent registered public accounting firm.
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| PROPOSAL 1 | |
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| Election of Directors |
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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. |
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| The board recommends a vote "FOR” each of the persons nominated. |
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Active Board Refreshment
In the last three years, we have completed two transformative strategic transactions: (1) Oasis Petroleum Inc.'s combination with Whiting Petroleum Corporation (the "2022 Merger") and (2) Chord's combination with Enerplus Corporation (the "Enerplus Transaction"). In connection with each transaction, we have added talented new members to the Board who further enhance the mix of skill, experience, and perspective available to the Company. Three of these directors, Mses. Cunningham and Taylor and Mr. Sheets also serve as Board Chair, Compensation and Human Resources Committee Chair, and Audit and Reserves Committee Chair, respectively.
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| 2022 | | | | 2024 | | | |
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Susan
Cunningham | Kevin McCarthy | Anne
Taylor | | Ian Dundas | Hilary Foulkes | Ward Polzin | Jeffrey Sheets |
| Whiting Petroleum | Whiting Petroleum | Whiting Petroleum | | Enerplus Corporation | Enerplus Corporation | Enerplus Corporation | Enerplus Corporation |
| Chord Energy Board Chair | Former Whiting Petroleum Board Chair | Chair, Compensation and Human Resources Committee (Chord) | | Former Enerplus Corporation Chief Executive Officer | Former Enerplus Corporation Board Chair | Former Enerplus Corporation Audit Committee Member | Chair, Audit and Reserves Committee (Chord) |
Board Nominee Background
Our directors bring a breadth of experience, expertise, and perspective to the Company, including an average of approximately 30 years of industry leadership experience across multiple disciplines.
Board Skills, Experience and Qualifications
The Board values varied perspectives and ideas in the performance of its responsibilities and, therefore, believes it is important for directors to possess an array of experience, skills, backgrounds, and achievements. When considering individual candidates, the Nominating and Governance Committee (the “NG Committee”) focuses on the optimal enhancement of the current mix of talent and experience on the Board. With input from the Board, the NG Committee takes these factors into account as well as other appropriate characteristics, such as sound judgment, personal character and integrity.
To identify nominees, the NG Committee may, in its discretion, engage one or more search firms or solicit recommendations from existing directors and management. If existing directors or management are solicited, their recommendations would be considered by the NG Committee along with any recommendations that have been received from shareholders. The NG Committee Charter provides that the NG Committee must treat recommendations for directors that are received from the Company’s
shareholders equally with recommendations received from any other source; provided, however, that in order for such shareholder recommendations to be considered, the recommendations must comply with the procedures outlined in the Company’s Bylaws and described in the Company’s proxy statement for its annual meeting of shareholders.
The Company's goal is to assemble and maintain a Board composed of individuals that not only bring a wealth of business and/or technical expertise, experience, and achievement, but that also demonstrate a commitment to ethics in carrying out the Board’s responsibilities with respect to oversight of the Company’s operations. We believe our current Board reflects these principles. With an average of over 30 years of industry experience, our directors have held leadership roles across the upstream, midstream, oil services, investing, banking, advising, and finance industries.
A skill set chart follows that identifies the diversity of expertise, experience and characteristics that the Board believes contribute to an effective and well-functioning board. The lack of a check does not mean that the director does not possess that skill or experience. Rather, a check indicates that the item is a specific skill or experience that the director brings to the Board.
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| Skills & Experience | | | | | | | | | | | |
| Current or Past Public Company C-Suite | | | | | | | | | | | |
| E&P Operations | | | | | | | | | | | |
| Capital Allocation/ Investment | | | | | | | | | | | |
| Financial Reporting & Accounting | | | | | | | | | | | |
| Environmental, Health and Safety Management | | | | | | | | | | | |
| Information Technology | | | | | | | | | | | |
| Business Development/ M&A | | | | | | | | | | | |
| Compensation & Human Resources | | | | | | | | | | | |
| Risk Management/Sustainability | | | | | | | | | | | |
| Corporate Governance | | | | | | | | | | | |
| Legal & Regulatory | | | | | | | | | | | |
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| SKILLS & EXPERIENCE | TOTAL |
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| 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 |
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| E&P Operations Industry experience provides valuable perspective on issues specific to our business within the E&P industry. | 10 |
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| 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 |
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| Financial Reporting & Accounting Financial reporting, audit knowledge, and experience in capital markets, both debt and equity, are critical to our business. | 8 |
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| 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 |
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| 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 |
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| 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 |
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| Compensation & Human Resources Human capital management experience is essential for effective oversight on matters such as culture, succession planning, talent development, and retention. | 7 |
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| 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 |
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| Corporate Governance Corporate governance experience supports our goals of strong board and management accountability, transparency, and protection of shareholder interests. | 10 |
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| Legal & Regulatory Legal and regulatory experience offers valuable insight into the many regulations and governmental actions and decisions that affect our industry. | 3 |
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Director Independence
To maintain a strong and independent board, all directors of the Company, other than Mr. Brown and Mr. Dundas, are independent. The Company’s Corporate Governance Guidelines require the assessment of directors’ independence each year pursuant to the Nasdaq listing standards. The Board has determined that all non-employee directors meet the Nasdaq independence standards and are free of any material relationship with the Company.
In making such determination, the Board considered the fact that our directors may be directors, retired officers, stockholders, consultants or advisors of companies with which we conduct business. The Board also considered relationships that, while not constituting related-party transactions in which a director had a direct or indirect material interest, nonetheless involved transactions between the Company and a company with which a director is affiliated and the Board also considered the nature and extent of other relationships among directors and persons in the Company. None of the matters identified below were determined to be material to the Company or the counterparty, and, therefore, did not impact the independence of our directors under the applicable standards.
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| 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. |
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| Proposal 1 - Election of Directors |
Who We Are
Our directors are industry-leading experts with an average of approximately 30 years of industry leadership experience across multiple disciplines. Each of our directors will stand for election annually and must be elected by a majority of shares voted. Set forth below is biographical information about each of the Company’s directors.
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| | SUSAN CUNNINGHAM, 69 | | |
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| Director since: 2022 Houston, Texas | | Committees: None |
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EXPERIENCE •Advisor for Darcy Partners, a consulting firm (2017-2019) •EVP, EHSR and New Frontiers, Noble Energy, Inc. (2014-2017) •SVP, Gulf of Mexico, West Africa, and Frontier Ventures for Noble Energy, Inc. •Variety of positions at Texaco U.S.A., Statoil Energy, Inc. and Amoco Corporation Ms. Cunningham has more than 35 years of oil and gas industry experience and brings strong leadership skills and extensive exploration and production experience and knowledge developed as a senior executive of Noble Energy, Inc. | | OTHER DIRECTORSHIPS •Whiting Petroleum - ESG (Chair) and Audit Committees (2020-2022) •Enbridge Inc. – Compensation Committee and Chair of the Sustainability Committee •Chair of the Advisory Board to the Dean of the Faculty Science at McMaster University (Canada) •Board of Directors of Oil Search (2018-2021) •Board of Directors of Cliffs Natural Resources/Cleveland Cliffs (2005-2014) EDUCATION •BA, Geology and Physical Geography – McMaster University, Ontario Canada •Advanced Management Program and Executive Coaching Certification – Rice University |
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Skills and Qualifications | | | | |
| Current or past public company C-Suite | | Financial Reporting & Accounting | | E&P Operations | | Environmental, health and safety management |
| Capital Allocation/ Investment | | Information Security | | Risk Management/Sustainability | | Legal & Regulatory |
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Proposal 1 - Election of Directors | |
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| | DANIEL BROWN, 49 | | | |
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| President and Chief Executive Officer of Chord Energy Director since: 2021 Houston, Texas | | Committees: None |
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EXPERIENCE •Executive Vice President, U.S. Onshore Operations, Anadarko Petroleum Corporation (2017-2019) •Vice President, Corporate Planning, Vice President, Operations, Senior Vice President, International and Deepwater Operations and Executive Vice President, International and Deepwater Operations, Anadarko (2013-2017) Mr. Brown brings extensive experience from his more than 25 years in the oil and gas industry. His broad knowledge base developed during his career in U.S. onshore, Gulf of America and international operations adds valuable perspective and enhances the Board’s expertise. Through his senior leadership positions at two large, well-respected, public energy companies, Mr. Brown has a deep knowledge of the strategic, financial, risk and compliance issues facing a publicly- traded company. | | OTHER DIRECTORSHIPS •Beacon Offshore Energy, LLC (2020-Present) •Board Chair of OMP GP LLC, general partner of Oasis Midstream Partners LP (2021-2022) •Western Midstream Partners, LP (2019) •Western Gas Equity Partners, LP and Western Gas Partners, LP (2017-2019) EDUCATION •BS, Mechanical Engineering - Texas A&M University •MBA, Rice University (Jones Scholar Award) |
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Skills and Qualifications | | | |
| Current or past public company C-Suite | | E&P Operations | | Capital Allocation/ Investment | | Environmental, health and safety management |
| Business Development/ M&A | | Compensation & Human Resources | | Risk Management/Sustainability | | Corporate Governance |
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| Proposal 1 - Election of Directors |
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| | DOUGLAS BROOKS, 66 | | | |
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| Director since: 2020 Montgomery, Texas | | | Committees: Audit and Reserves, Audit Committee Financial Expert Safety and Sustainability |
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EXPERIENCE •Advisor, Covalence Investment Partners (2024) •Chord, Lead Independent Director (2022-2023) •CEO, Oasis Petroleum Inc. (2020-2021) •President, CEO and Director of Energy XXI Gulf Coast, Inc. until its sale to Cox Oil & Gas (2017-2018) •President, CEO and Director of Yates Petroleum Corporation, a private E&P company until its merger with EOG Resources (2015-2016) •CEO of Aurora Oil & Gas Limited until its acquisition by Baytex Energy (2012-2014) •Founder and CEO of Compass Resources, a private equity sponsored resource exploration company (2006-2012) •Marathon Oil Company for 24 years - Director, Western Hemisphere Business Development and Upstream M&A Mr. Brooks provides extensive industry and executive and board leadership experience to the Board. Given his experience, he is well positioned to provide key insight into asset management, operations and strategy. Mr. Brooks was recognized by NACD among America's Top 100 Directors in 2022. | | | OTHER DIRECTORSHIPS •California Resources Corporation, Nominating and Governance Committee and Finance Committee (2020-2023) •Board Chair of Oasis Petroleum Inc. (2020-2022) •Board Chair of OMP GP LLC, general partner of Oasis Midstream Partners LP (2020-2021) •Chaparral Energy, Inc. (2017-2020) •Madalena Energy Inc., a Canadian-based oil and gas company (now Centaurus Energy, Inc.) (2014-2020) EDUCATION •BS, Business Management - University of Wyoming, Casper •MBA, Our Lady of the Lake University |
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Skills and Qualifications | | | |
| Current or past public company C-Suite | | E&P Operations | | Capital Allocation/ Investment | | Financial Reporting & Accounting |
| Environmental, health and safety management | | Business Development/ M&A | | Compensation & Human Resources | | Risk Management/Sustainability |
| Corporate Governance | | Legal & Regulatory | | | | |
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Proposal 1 - Election of Directors | |
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| | IAN DUNDAS, 57 | | | |
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| Director since: 2024 Calgary, Alberta | | | Committees: None |
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EXPERIENCE •President and CEO, Enerplus Corporation (2013-2024) •EVP and COO, Enerplus Corporation (2011-2013) •VP Business Development, Enerplus Corporation (2002-2011) Mr. Dundas has more than 25 years of oil and gas industry experience and brings strong expertise in operational strategies, strategic planning, marketing and reserves, as well as acquisitions and divestitures. | | OTHER DIRECTORSHIPS •IS Energy (2024-Present) •Sharptail Energy (2024-Present) •Enerplus Corporation (2013-2024) EDUCATION •Bachelor of Commerce (Distinction) – University of Calgary •Bachelor of Laws (Distinction) - University of Alberta |
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Skills and Qualifications | | | |
| Current or past public company C-Suite | | E&P Operations | | Capital Allocation/ Investment | | Financial Reporting & Accounting |
| Environmental, health and safety management | | Information Security | | Business Development/ M&A | | Risk Management/Sustainability |
| Corporate Governance | | | | | | |
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| Proposal 1 - Election of Directors |
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| | HILARY FOULKES, 67 | | | |
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| Director since: 2024 Calgary, Alberta | | | Committees: Compensation and Human Resources Safety and Sustainability |
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EXPERIENCE •Independent Advisor to TPH Canada (2014-Present) •Executive Vice President and Chief Operating Officer - Penn West Energy (2011-2012) •Executive Vice President, Business Development - Penn West Energy (2010-2011) •Senior Vice President, Business Development - Penn West Energy (2008-2010) •Managing Director – Scotiabank (2000-2008) Ms. Foulkes has more than 40 years of oil and gas industry experience combining upstream operations, strategic planning, investment banking, leadership and corporate governance. | | OTHER DIRECTORSHIPS •Pine Cliff Energy (2023-Present) •Enerplus Corporation, Board Chair (2014-2024) EDUCATION •Honors Bachelor of Science (Earth Sciences) - University of Waterloo, Ontario Canada |
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Skills and Qualifications | | | |
| Current or past public company C-Suite | | E&P Operations | | Capital Allocation/ Investment | | Environmental, health and safety management |
| Information Security | | Business Development/ M&A | | Risk Management/Sustainability | | Corporate Governance |
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Proposal 1 - Election of Directors | |
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| | SAMANTHA HOLROYD, 56 | |
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| Director since: 2020 Houston, Texas | | Committees: Safety and Sustainability (Chair) Audit and Reserves, Audit Committee Financial Expert |
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EXPERIENCE •Golden Advisory Services, LLC: Founding Manager, Independent Corporate Advisor (2021-Present) •Lead Independent Director, Oasis Petroleum (2020-2021) •Managing Director at Lantana Energy Advisors (2018-2020) •Managing Director at TPG Sixth Street Partners (2016-2018) •Technical Director at Denham Capital Management LP (2011-2016) •Global Reserves Audit Manager and Business Opportunity Manager at Royal Dutch Shell PLC •Vice President of EIG Global Energy Partners •Vice President of Ryder Scott Company Ms. Holroyd is a Certified Corporate Director and is ESG Certified by the National Association of corporate Directors (NACD), FINRA Series 7 & 63 licenses and Registered as a Professional Engineer in the State of Texas. Through Golden, Ms. Holroyd advises executive managers, boards, and investors on emerging and green technologies supporting carbon reductions, climate change and sustainability. Ms. Holroyd’s operational, reserves, investment and strategic expertise are invaluable to Chord as a public company navigating a dynamic market environment. | | OTHER DIRECTORSHIPS •Amerant Bancorp, Risk Committee, Corporate Nominating, Governance & Sustainability Committee (2022-2024) •Crestwood Equity GP and Crestwood Equity Partners LP (2022) •Gulfport Energy, an independent natural gas company (2020-2021) •Director, NACD Texas Tri-Cities Chapter (2024) EDUCATION •BS, Petroleum Engineering - Colorado School of Mines |
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Skills and Qualifications | | | |
| E&P Operations | | Capital Allocation/ Investment | | Financial Reporting & Accounting | | Business Development/ M&A |
| Risk Management/Sustainability | | Legal & Regulatory | | | | |
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| Proposal 1 - Election of Directors |
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| | KEVIN MCCARTHY, 65 | | | | |
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| Director since: 2022 Houston, Texas | | | Committees: Compensation and Human Resources Nominating and Governance |
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EXPERIENCE •Vice Chairman, Kayne Anderson Capital Advisors, L.P. (2019-2023) •CEO Kayne Anderson’s closed-end funds (2004-2019) •Chairman of the Board for Kayne Anderson’s closed-end funds (2004-2020) •Range of leadership positions, including global head of energy investment banking at UBS Securities and similar positions at PaineWebber and Dean Witter Mr. McCarthy has significant energy finance and investment experience with deep knowledge of oil and gas commodity markets and oil and gas companies both as an investment banker and from having served as Chairman and Chief Executive Officer at Kayne Anderson. | | OTHER DIRECTORSHIPS •Kinetik Holdings Inc., Compensation and Audit Committees (2017-Present) •PAA GP Holdings LLC, Nominating and Governance and ESG Committees (2020-Present) •Whiting Petroleum - Chairman of the Board, Compensation and Human Resources and Nominating and Governance Committee (2020-2022) •Kayne Anderson Public Funds (2004-2020) •ONEOK, Inc., Compensation and Nominating and Governance Committees (2015-2017) •Range Resources Corporation - Compensation Committee (2005-2018) EDUCATION •BA, Economics and Geology – Amherst College •MBA, Finance – Wharton School at the University of Pennsylvania |
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Skills and Qualifications | | | |
| Current or past public company C-Suite | | E&P Operations | | Capital Allocation/ Investment | | Financial Reporting & Accounting |
| Environmental, health and safety management | | Business Development/ M&A | | Compensation & Human Resources | | Corporate Governance |
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Proposal 1 - Election of Directors | |
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| | WARD POLZIN, 62 | | | | |
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| Director since: 2024 Denver, Colorado | | | Committees: Audit and Reserves, Audit Committee Financial Expert Safety and Sustainability |
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EXPERIENCE •Founder and Executive Chairman, Camino Natural Resources (2017–Present) •Venture Partner, NGP Energy •CEO, Centennial Resources Development LLC, (2013-2016) •Managing Director and a founding partner in Investment Banking at Tudor, Pickering & Holt & Co. (2007-2013) Mr. Polzin has more than 35 years of experience in the energy industry bringing strong expertise in leadership, engineering, commercial, financial, and investing. | | OTHER DIRECTORSHIPS •Cygnet Energy, LTD, a private Calgary based oil and gas company •Enerplus Corporation (2023–2024) EDUCATION •BS, Petroleum Engineering – Colorado School of Mines •MBA – Rice University |
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Skills and Qualifications | | | |
| E&P Operations | | Capital Allocation/ Investment | | Environmental, health and safety management | | Financial Reporting & Accounting |
| Business Development/ M&A | | Risk Management/Sustainability | | Corporate Governance | | |
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| Proposal 1 - Election of Directors |
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| | JEFFREY SHEETS, 67 | | | | |
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| Director since: 2024 Houston, Texas | | | Committees: Audit and Reserves, Audit Committee Financial Expert Nominating and Governance |
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EXPERIENCE •EVP and CFO, ConocoPhillips Company (2010-2016) •Served in a variety of roles at ConocoPhillips Company and its predecessors for more than 35 years, including SVP Planning and Strategy and VP and Treasurer •Began career as a process engineer with Phillips Petroleum Company in 1980 Mr. Sheets has 45 years of experience in the oil and gas industry and brings strong financial and accounting expertise, having served as Chief Financial Officer of ConocoPhillips Company. | | OTHER DIRECTORSHIPS •Schlumberger Limited (2019-Present) •Westlake Chemical Corporation (2018-Present) •Enerplus Corporation (2017-2024) •DCP Midstream Partners LP (2010-2011) EDUCATION •BS, Chemical Engineering – Missouri University of Science and Technology •MBA – University of Houston |
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Skills and Qualifications | | | |
| Current or past public company C-Suite | | E&P Operations | | Capital Allocation/ Investment | | Financial Reporting & Accounting |
| Business Development/ M&A | | Risk Management/Sustainability | | Corporate Governance | | |
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Proposal 1 - Election of Directors | |
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| | ANNE TAYLOR, 69 | | | |
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| Director since: 2022 Houston, Texas | | | Committees: Compensation and Human Resources (Chair) Nominating and Governance |
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EXPERIENCE •Deloitte (1987-2018) - Vice Chairman, Mid-America Regional Managing Partner, Houston Managing Partner; U.S. Chief Strategy Officer and Global Leader for e-business Ms. Taylor brings to the Board significant and valuable experience in business strategy development and execution, technology, management and leadership, talent development and corporate governance, as well as energy industry and public company knowledge. | | OTHER DIRECTORSHIPS •Group 1 Automotive, Inc., Compensation & Human Resources (Chair) and Audit Committees (2018-Present) •Memorial Hermann Hospital System, Children's (Chair), Compensation and HR Committees (2023-Present) •Conway MacKenzie (2019-2022) •Deloitte (2001-2004) •Southwestern Energy Company - Compensation (Chair) and Audit Committees (2018-2024) •Whiting Petroleum, Compensation and Human Resources (Chair) and ESG Committees (2020-2022) EDUCATION •BS and MS, Civil Engineering – University of Utah •Ph.D. Studies, Engineering - Princeton University |
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Skills and Qualifications | | | |
| Financial Reporting & Accounting | | Information Security | | Business Development/ M&A | | Compensation & Human Resources |
| Risk Management/Sustainability | | Corporate Governance | | | | |
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| Proposal 1 - Election of Directors |
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| | MARGUERITE WOUNG-CHAPMAN, 59 | |
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| Director since: 2021 Houston, Texas | | Committees: Nominating and Governance (Chair) Compensation and Human Resources |
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EXPERIENCE •Served as Senior Vice President, General Counsel and Corporate Secretary of Energy XXI Gulf Coast, Inc., an oil and natural gas company (2018) •General Counsel and Corporate Secretary at EP Energy Corporation, other roles included Senior Vice President, Land Administration (2012-2017) •Various roles at El Paso Corporation and its predecessors, including as Vice President, Legal Shared Services, Corporate Secretary and Chief Governance Officer (1991-2012) Ms. Woung-Chapman brings extensive experience in management and strategic direction of publicly-traded energy companies. Her combination of corporate governance, regulatory, compliance, corporate and asset transactional, legal and business administration experience provides valuable perspective. | | OTHER DIRECTORSHIPS •Texas Pacific Land Corporation, Audit Committee, Nominating and Governance Committee (2023-Present) •Summit Midstream Corporation (formerly Summit Midstream Partners, LP), Nominating, Governance and Sustainability Committee Chair, Compensation Committee (2020-Present) EDUCATION •BS, Linguistics - Georgetown University •J.D. - Georgetown University Law Center |
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Skills and Qualifications | | | |
| Current or past public company C-Suite | | E&P Operations | | Capital Allocation/ Investment | | Environmental, health and safety management |
| Business Development/ M&A | | Compensation & Human Resources | | Corporate Governance | | Legal & Regulatory |
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Proposal 1 - Election of Directors | |
Director Nomination and Refreshment
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| Identification | | Assessment | | Selection |
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The NG Committee seeks to identify individuals qualified to be nominated for the Board. To identify nominees, the NG Committee may, in its discretion, engage one or more search firms or solicit recommendations from existing directors and management. | | | Prior to recommending the nomination of a person for election as a director of the Board, the NG Committee may consider, as applicable, each candidate’s: •Past Board and committee meeting attendance and performance •Individual director evaluations •Length of Board service •Personal and professional integrity, including commitment to the Company’s core values •Relevant experience, skills, qualifications and contributions •Independence under applicable standards •Diversity in experience, skills and background •Business judgment •Service on boards of directors of other companies and other time commitments •Openness and ability to work as part of a team •Willingness to commit the required time to serve as a Board member •Familiarity with the Company and its industry | | | The goal is to assemble and maintain a Board composed of individuals that not only bring a wealth of business and/or technical expertise, experience, and achievement, but that also demonstrate a commitment to ethics in carrying out the Board’s responsibilities with respect to oversight of the Company’s operations. |
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Proxy Access Nominations by Shareholders
Eligible shareholders, or a group of up to 20 shareholders and beneficial owners who have continuously owned an aggregate of at least 3% of the voting power of the Company’s outstanding common stock continuously for at least three years, may nominate a candidate for election to the Board for inclusion in the Company’s proxy materials in accordance with the proxy access provisions of Section 3.13 of the Company's Bylaws.
Governance At-a-Glance
The Board and management believe that one of their primary responsibilities is to promote a corporate culture of accountability, responsibility and ethical conduct throughout the Company. The Company is committed to maintaining high standards of business conduct and corporate governance, which we believe are essential to operating our business efficiently, maintaining our integrity in the marketplace and serving our shareholders.
Following are highlights of our governance program.
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| Chord Governance |
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•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 •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 |
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Board Structure and Operations
The Board is responsible for the control and direction of the Company. The breadth and strength of the directors’ professional and leadership experience allows for open and robust dialog and decision-making ability, including with respect to the Board’s leadership structure.
Board Leadership Structure
The Company’s Corporate Governance Guidelines contain the Board’s policy that the offices of Board Chair and CEO should be held by two different individuals. However, our Bylaws do permit the same person to hold both positions, for there to be an Executive Chair, or for there to be a Board Chair that is not otherwise independent, so long as the Board appoints a Lead Independent Director for any period in which the Board Chair is not independent.
Factors that the Board considers in reviewing its leadership structure and making this determination include, but are not limited to, the current composition of the Board, the policies and practices in place to provide independent Board oversight of management, the Company’s circumstances and the views of our shareholders and other stakeholders. Changes in the Board’s leadership structure will be reflected on our website shortly after becoming effective and disclosed in compliance with applicable regulatory requirements.
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| BOARD CHAIR | | PRESIDENT & CEO |
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| Susan Cunningham | | Daniel Brown |
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•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 |
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The non-management directors of the Board regularly meet in executive session without the CEO or other members of management present. During 2024, Ms. Cunningham presided at these meetings and provided the Board’s guidance and feedback to the Company’s management team, to which the Board has full access.
Board Committees
The Board has four standing committees: the Audit and Reserves Committee, the Compensation and Human Resources Committee, the Nominating and Governance Committee, and the Safety and Sustainability Committee. Each of our standing committees has a charter that is publicly available on the Company’s website.
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AUDIT AND RESERVES COMMITTEE |
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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. |
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COMPENSATION AND HUMAN RESOURCES COMMITTEE |
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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. |
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NOMINATING AND GOVERNANCE COMMITTEE |
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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. |
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THE SAFETY AND SUSTAINABILITY COMMITTEE |
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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. |
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Compensation Committee Interlocks and Insider Participation
Mses. Foulkes, Taylor and Woung-Chapman and Mr. McCarthy currently serve on the Compensation and Human Resources Committee. During 2024, none of the directors who served on the Compensation and Human Resources Committee (i) was an officer or employee of the Company, or (ii) had any relationship requiring disclosure by the Company under any paragraph of Item 404 of Regulation S-K; and none of the Company’s executive officers served as a director or member of the compensation committee (or other committee performing similar functions) of any other entity of which an executive officer served on the Board or the Compensation and Human Resources Committee.
Director Engagement
Meeting and Attendance
During 2024, the Company's Board and committee meetings were as follows:
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18 meetings THE BOARD | 7 meetings COMPENSATION AND HUMAN RESOURCES COMMITTEE | 4 meetings SAFETY AND SUSTAINABILITY COMMITTEE |
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5 meetings AUDIT AND RESERVES COMMITTEE | 4 meetings NOMINATING AND GOVERNANCE COMMITTEE |
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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. |
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As set forth in the Company’s Corporate Governance Guidelines, all directors are expected to attend each annual meeting of shareholders.
Board Education and Onboarding
The Board has an orientation and onboarding program for new directors and provides continuing education for all directors that is overseen by the Nominating and Governance Committee.
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| 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. |
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| 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. |
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| 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. |
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Board Evaluation Process
At the end of each year, the Board and each Committee conducts an evaluation of its performance for the year. This evaluation process is led by the Nominating and Governance Committee. The NG Committee receives comments from all directors and reports to the full Board with an assessment of the Board's performance. Committee chairs report to the full Board regarding the assessment of their Committee's performance. Periodically, the NG Committee may retain an independent third party to manage the evaluation process as part of Chord's efforts to remain as thorough and transparent as possible.
The Board and Committee evaluation is conducted substantially in the following manner:
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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 |
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2 | INDIVIDUAL INTERVIEWS •Board Chair has an in-depth conversation with each member of the Board |
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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 |
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4 | USE OF FEEDBACK •NG Committee develops recommendations for the Board as a whole •Board Chair identifies areas for improvement of individual directors |
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| The NG Committee uses the results of director evaluations as a part of the nomination process for the next annual meeting. |
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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’s Role and Responsibilities
Oversight of Strategy
Our Board is responsible for overseeing the development of the Company’s strategy, which articulates the Company’s strategic objectives for its business, helps establish and maintain an effective risk management structure and control function, and provides direction to senior management to determine which business opportunities to pursue. At the beginning of each year, our senior management presents its annual business plan to the Board, and the Board discusses the Company’s results relative to the plan periodically throughout the year. The Board holds senior management accountable for effectively implementing the Company’s strategy consistent with its risk appetite, while seeking to maintain an effective risk management framework and system of internal controls. Each year the Board holds an offsite strategy session to conduct a deep dive into the Company’s strategic goals, timeline to achieve these goals and execution plans.
Oversight of Risk Management
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| BOARD OF DIRECTORS |
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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. |
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| AUDIT AND RESERVES | | | COMPENSATION AND HUMAN RESOURCES |
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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. |
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SAFETY AND SUSTAINABILITY | | | NOMINATING AND GOVERNANCE |
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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. |
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| MANAGEMENT |
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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. |
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Enterprise Risk Management
With oversight from the Board, management designed its ERM program to maintain organizational reliability and to protect against possible disruptions. An ERM committee, made up of members of senior management, seeks to improve our knowledge and awareness of emerging and strategic risks. The ERM program was implemented with the following goals:
•Increasing strategic thinking about known and emerging risks that affect business strategy decisions; and
•Building out an infrastructure that supports adoption of adequate measures to manage risks related to business activities.
We believe our ERM program has enhanced our enterprise-view of risks, improved our risk response and preparedness and better incorporated risk mitigation around existing and emerging risks into our strategic plans.
Oversight of Safety and Sustainability
The Board has primary oversight for risk management, including climate-related risks. The Board receives quarterly updates on ERM, inclusive of climate-related risks and opportunities. To enhance oversight, the Board has four standing committees. Elements of climate-related risk are embedded within the responsibilities of each of the four Board committees, for example:
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| SAFETY AND SUSTAINABILITY COMMITTEE |
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•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. |
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| AUDIT AND RESERVES COMMITTEE |
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•Reviews controls, including disclosure controls and procedures, and compliance for financial reporting with legal and regulatory requirements, including any climate-related disclosure rules. |
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| COMPENSATION AND HUMAN RESOURCES COMMITTEE |
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•Considers safety and climate-related goals in management incentives. |
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| NOMINATING AND GOVERNANCE COMMITTEE |
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•Helps identify experiences of current and future Board members that can help the Board manage climate-related risks. |
The Board has tasked the Senior Vice President of Sustainability with coordinating our sustainability reporting and managing the evaluation of climate-related risks and opportunities. The Senior Vice President of Sustainability chairs an ESG Steering Group, a team of senior leaders in the Company tasked with evaluating, monitoring, and operationalizing ESG-related goals and objectives. Progress on identified ESG goals is reported to the Executive Leadership Team and Safety and Sustainability Committee of the Board on a quarterly basis. The Senior Vice President of Sustainability and the team work closely with Chord’s Health, Safety and Environment teams to drive knowledge sharing throughout the Company on GHG emissions reductions practices, climate-related regulatory or policy issues, and emerging climate-related risks. The groups collaborate to help develop the appropriate climate risk tools, processes, and procedures for implementation across the Company.
Oversight of Information Security Risk
The Board has primary oversight of risks from cybersecurity threats, and delegates oversight of risk, including reviews of cybersecurity and data protection and compliance with cybersecurity policies, to the Audit and Reserves Committee. The Vice President, Information Technology, provides updates to the Audit and Reserves Committee on data protection and cybersecurity matters on at least a semi-annual basis, or as requested or deemed necessary. The Board recognizes the importance of assessing, identifying and managing material risks associated with cybersecurity threats and utilizes a combination of automated tools, manual processes and third-party assessments in an effort to identify and assess potential cybersecurity threats. The Company maintains a formal information security training program for Company employees and contractors that includes training on matters such as phishing and email security best practices. All Company employees and contractors are required to participate in information security training at least quarterly.
Management Succession Planning
CEO
Our Nominating and Governance Committee maintains and annually reviews a succession management plan for the CEO role whereby the Committee (i) identifies qualities and characteristics necessary for an effective CEO; (ii) identifies interim successors for the CEO role in the event of unforeseen circumstances; (iii) recommends to the Board the selection and appointment of the CEO; and (iv) develops a transition plan related to the appointment of a new CEO. Our Compensation and Human Resources Committee also monitors and reviews the development and progression of potential candidates for the CEO role.
All Other Roles
The Compensation and Human Resources Committee reviews the CEO's succession plans for the Company's officers and key employees serving in corporate governance roles. In addition, the Compensation and Human Resources Committee engages with our senior leadership team on a regular basis across a range of human capital management topics. As discussed above, Chord is committed to attracting, developing, engaging and retaining the best talent to sustain and grow our business. Working with management, the Compensation and Human Resources Committee oversees matters including culture, succession planning and development, compensation and benefits, talent recruiting and retention, and effective employee engagement.
Shareholder Engagement and Director Communications
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| Engagement | | | Feedback | | | Response |
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In 2024, we were proactive in engaging investors to discuss various aspects of our corporate strategy and the organization.
We invited shareholders representing over 50% of our outstanding shares to meet with us regarding executive compensation, corporate sustainability, and other topics of interest to shareholders. | | | Shareholders provided feedback to members of our executive team on a variety of key items, including corporate governance, executive compensation, and corporate responsibility. These engagement meetings provide an opportunity for two-way dialogue and for our management to listen to our shareholders’ perspectives and understand any concerns they may have on specific topics, and any significant feedback is then shared with our Board and considered in our future corporate practices and disclosures. | | | The inclusion of quantitative sustainability metrics as performance goals in our performance-based cash incentive award program was in response to feedback provided by shareholders during our engagement process. |
Communicating with Our Directors
As set forth in our Corporate Governance Guidelines, the Board believes that management is generally responsible for establishing effective communications with the Company’s stakeholder groups, and as such, individual directors generally do not meet with or otherwise directly communicate with external constituencies on behalf of the Company, except in certain circumstances. However, the Board does provide a process for shareholders to send communications to the Board. Shareholders may contact any director, any committee of the Board or our non-management directors as a group.
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| WRITE TO: Chord Energy Corporation c/o Corporate Secretary 1001 Fannin Street, Suite 1500 Houston, Texas 77002 | CALL: 1-281-404-9500 | |
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The Company’s General Counsel or, in the absence of a General Counsel, the Company’s Compliance Officer, will review each communication received from shareholders and other interested parties and will forward the communication, as expeditiously as reasonably practicable, to the addressees if: (1) the communication complies with the requirements of any applicable policy adopted by the Board relating to the subject matter of the communication; and (2) the communication falls within the scope of matters generally considered by the Board. Comments or complaints relating to the Company’s accounting, internal controls or auditing matters will also be referred to members of the Audit and Reserves Committee.
Other Governance Policies and Practices
Governance Documents
The Board and management believe that one of their primary responsibilities is to promote a corporate culture of accountability, responsibility and ethical conduct throughout the Company. The Company is committed to maintaining high standards of business conduct and corporate governance, which we believe is essential to operating our business efficiently, maintaining our integrity in the marketplace and serving our shareholders. Consistent with these principles, the Company has adopted a Corporate Code of Business Conduct and Ethics, which applies to all of the Company’s directors, officers, and other employees, and Corporate Governance Guidelines. These documents, together with our Certificate of Incorporation, Bylaws and the Board committee charters, form the framework for our governance.
Please visit the Company’s website for additional information on our corporate governance, including:
•our Bylaws;
•our Corporate Code of Business Conduct and Ethics;
•our Corporate Governance Guidelines; and
•the charters for each of our four Board committees, as further described below.
Insider Trading Policy
The Company has adopted an insider trading policy which governs the purchase, sale, and/or other dispositions of its securities by directors, officers, employees, and the Company. The Company believes this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards applicable to the Company. A copy of the Insider Trading Policy is filed as Exhibit 19 to the Company's Annual Report on Form 10-K, filed with the SEC on February 27, 2025.
Transactions with Related Persons
Related Persons Transactions Policy
The Board of Directors recognizes that transactions with related persons present a heightened risk of conflicts of interest and, therefore, adopted a Related Persons Transactions Policy (the “RPT Policy”) to be followed in connection with all related person transactions involving the Company.
Pursuant to the RPT Policy, the Audit and Reserves Committee will review the material facts of all Interested Transactions (as defined in the RPT Policy) and approve, disapprove or ratify any such transaction. The RTP Policy pre-approves certain transactions, including:
•any transaction with another company at which a Related Person’s (as defined in the RTP Policy) only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved for any particular service does not exceed the greater of $500,000 or 25% of that company’s total annual revenues; and
•any charitable contribution, grant or endowment by the Company to a charitable organization, foundation or university at which a Related Person’s only relationship is as an employee (other than an executive officer) or a director, if the aggregate amount involved does not exceed the lesser of $200,000 or 10% of the charitable organization’s total annual receipts.
In determining whether to approve or ratify entry into an Interested Transaction, the Audit and Reserves Committee shall take into account, among other factors, the following: (1) whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances, (2) the extent of the Related Person’s interest in the transaction and (3) whether the Interested Transaction is material to the Company and its subsidiaries.
Directors are required to recuse themselves from any discussion or approval of any Interested Transaction for which he or she is a Related Person. Further, the RPT Policy requires that all Interested Transactions required to be disclosed in the Company’s filings with the SEC be so disclosed in accordance with applicable laws, rules and regulations.
Letter Agreement with Mr. Dundas
In connection with the Enerplus Transaction, the Company entered into a letter agreement (the “Letter Agreement”) with Mr. Dundas, to address his role and terms of employment with the combined company subject to and effective upon completion of the Enerplus Transaction.
Pursuant to the Letter Agreement, Mr. Dundas agreed to assume the role of Advisor to the Chief Executive Officer ("Advisor to the CEO") and to serve as a member of the Board, effective upon the closing of the Enerplus Transaction, and to serve through May 31, 2025 (the “Dundas Term”). In his role of Advisor to the CEO, Mr. Dundas provided strategic guidance, but was not a full-time employee.
The Letter Agreement also set forth the compensation terms related to Mr. Dundas' service as Advisor to the CEO. In this role, Mr. Dundas received an annualized base salary of $500,000. Mr. Dundas was not eligible to receive an annual bonus for 2024.
Finally, pursuant to the Letter Agreement, in June 2024, Mr. Dundas received an RSU award with a grant date fair value of $2,000,000, which is scheduled to vest in full on May 31, 2025, the last day of the Dundas Term. The following table sets forth Mr. Dundas' compensation by the Company for 2024:
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| Base Salary | Stock Award(1) | Total |
| $291,667 | $2,000,018 | $2,291,685 |
(1)Reflects the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), of restricted stock awards (“RSU”) granted in 2024 under the Chord Energy Corporation Long-Term Incentive Plan (the “LTIP”). The grant date fair value for the RSU is based on the closing stock price on May 31, 2024, which was $185.41. This award is scheduled to vest on May 31, 2025.
Pursuant to the terms of the Letter Agreement, Mr. Dundas' employment as Advisor to the CEO will terminate on May 31, 2025, upon the expiry of the Dundas Term, and he will no longer be an employee of the Company.
Upon the recommendation of the Nominating and Governance Committee, the Board has nominated Mr. Dundas to stand for re-election to the Board at the Company's 2025 Annual Meeting. If Mr. Dundas is not re-elected, his service on the Board will terminate on May 31, 2025 in accordance with the terms of the Letter Agreement. If Mr. Dundas is elected, he will be compensated under our non-employee director compensation program discussed below.
We believe that attracting and retaining qualified non-employee directors is critical to the successful governance of the Company, and that providing a competitive compensation package is necessary to accomplish that objective. Our Board of Directors also believes that the compensation package for our non-employee directors should require a significant portion of the total compensation package to be equity-based to align the interests of our directors with the interests of our shareholders.
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| Committees | Chairs | Members |
| Audit and Reserves | $25,000 | $10,000 |
| Compensation and Human Resources | $25,000 | $10,000 |
| Safety and Sustainability | $25,000 | $10,000 |
| Nominating and Governance | $25,000 | $10,000 |
| Equity Retainer | Cash Retainer |
| Board Chair | $70,000 | $70,000 |
Each director is reimbursed for travel and miscellaneous expenses (i) to attend meetings and activities of our Board of Directors or its committees; and (ii) related to such director’s participation in general education and orientation programs for directors.
Stock Ownership Guidelines
To ensure alignment with our shareholders’ interests, all non-employee directors are required by our stock ownership guidelines to own Chord common stock in an amount equal to or in excess of the value of five times their annual cash retainer for Board service. Directors are required to hold shares until such ownership requirements are met. Actual shares of stock, restricted stock, or RSUs, including deferred stock units, may be counted in satisfying the stock ownership guidelines. The holdings of each of our directors currently meet or exceed these guidelines.
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Director stock ownership guidelines equal to 5x annual Board cash retainer |
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Director Compensation Table
The following table provides information concerning the compensation of our directors for the fiscal year ended December 31, 2024. The compensation of Mr. Korus and Ms. Walker relates to their service as directors of Chord until the completion of the Enerplus Transaction on May 31, 2024; and the compensation of Ms. Foulkes and Messrs. Polzin and Sheets relates to their service as directors of the Company, beginning May 31, 2024.
Taking into account compensation that Messrs. Polzin and Sheets and Ms. Foulkes had received and vested in for 2024 for service as directors of Enerplus, the Board approved a pro-rated equity retainer for the period through May 1, 2025, the date that the continuing Chord directors would vest in their 2024 equity grant.
Directors who are also our employees do not receive any additional compensation for their service on our Board. Mr. Dundas was compensated pursuant to a Letter Agreement described above in "—Transactions with Related Persons—Letter Agreement with Mr. Dundas." In accordance with the SEC’s executive compensation disclosure rules, Mr. Brown's compensation is reported in the 2024 Summary Compensation Table on page 78. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total
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| Douglas Brooks | | $ | 97,000 | | | $ | 181,485 | | | $ | — | | | $ | 278,485 | |
| Susan Cunningham | | $ | 185,333 | | | $ | 248,366 | | | $ | — | | | $ | 433,699 | |
Ian Dundas(3) | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| Hilary Foulkes | | $ | 59,500 | | | $ | 99,250 | | | $ | — | | | $ | 158,750 | |
| Samantha Holroyd | | $ | 146,250 | | | $ | 181,485 | | | $ | — | | | $ | 327,735 | |
| Kevin McCarthy | | $ | 102,000 | | | $ | 181,485 | | | $ | — | | | $ | 283,485 | |
| Ward Polzin | | $ | 59,500 | | | $ | 99,250 | | | $ | — | | | $ | 158,750 | |
| Jeffrey Sheets | | $ | 68,250 | | | $ | 99,250 | | | $ | — | | | $ | 167,500 | |
| Anne Taylor | | $ | 117,000 | | | $ | 181,485 | | | $ | — | | | $ | 298,485 | |
| Marguerite Woung-Chapman | | $ | 117,000 | | | $ | 181,485 | | | $ | — | | | $ | 298,485 | |
| Cynthia Walker | | $ | 87,750 | | | $ | 181,485 | | | $ | — | | | $ | 269,235 | |
| Paul Korus | | $ | 76,500 | | | $ | 181,485 | | | $ | — | | | $ | 257,985 | |
(1)For non-employee directors, includes annual cash retainer fees paid to each director and additional cash retainers for Board Chair, committee Chair, and committee service during the fiscal year.
(2)For Messrs. Brooks, McCarthy, and Korus and Mses. Cunningham, Holroyd, Taylor, Woung-Chapman and Walker, reflects the aggregate grant date fair value of restricted stock awards granted under our Chord Energy Corporation Incentive Plan in fiscal year 2024 computed in accordance with FASB ASC Topic 718. The grant date fair value for the restricted stock award is based on the closing price of our common stock of $174.17 on May 1, 2024, which was the grant date. The awards will vest on May 1, 2025.
For Messrs. Sheets and Polzin and Ms. Foulkes, reflects the aggregate grant date fair value of restricted stock awards granted under our Chord Energy Corporation Incentive Plan in fiscal year 2024 computed in accordance with FASB ASC Topic 718. The grant date fair value for the restricted stock award is based on the closing price of our common stock of $153.40 on August 19, 2024, which was the grant date. The awards will vest on May 1, 2025.
(3)As an employee, Mr. Dundas did not receive compensation for service as a director under our non-employee director compensation program. Instead, he was compensated pursuant to a Letter Agreement described above "—Transactions with Related Persons—Letter Agreement with Mr. Dundas." Mr. Dundas will no longer be an employee when the Dundas Term ends on May 31, 2025. If he is re-elected to the Board, he will be compensated pursuant to the non-employee director program going forward.
The Chord executive team, led by Mr. Brown, brings to the Company extensive experience in the oil and gas industry, deep knowledge of the Company's business, and differentiated and advanced skills in identification, acquisition and execution of resource opportunities.
Set forth below is biographical information about each of the Company's current executive officers (our "Executive Officers"), other than Mr. Brown, who is also Director of the Company and whose information may be found above in “Proposal 1 - Election of Directors.”
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| | RICHARD ROBUCK, 50 | | | |
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| Executive Vice President, Chief Financial Officer and Treasurer Houston, Texas |
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EXPERIENCE •Chord Energy Senior Vice President Planning and Investor Relations (2022-2024) •Oasis Petroleum Senior Vice President Finance and Treasurer (2017-2022), Vice President Finance (2014-2017), Director Finance (2010-2014) •Senior Vice President and Chief Financial Officer, Oasis Midstream Partners LP (2017-2022) •Vice President Finance / Investments (2005-2010) in telecom and alternative energy industries •Financial positions with increasing responsibility in energy banking, M&A, technology, and telecommunications (1997-2005) | | | CHARITABLE, COMMUNITY AND
INDUSTRY INVOLVEMENT •Elder, City Church (Financial Oversight and Lead Pastor Team, 2024-Present); leader of weekly Bible study (2011 - present) •Charitable giving focused on food security, education, justice, local and international ministries, and the arts BACKGROUND & EDUCATION •BBA, The University of Texas at Austin •MBA, Rice University |
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| | MICHAEL LOU, 50 | | | |
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| Executive Vice President, Chief Strategy Officer and Chief Commercial Officer Houston, Texas |
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EXPERIENCE •Over 25 years in the oil and gas industry •Chord Energy EVP and CFO (2022-2024) •Oasis Petroleum EVP and CFO (2011-2022); Oasis SVP, Finance (2009-2011) •President and Director of OMP GP LLC, the general partner of Oasis Midstream Partners LP (2017-2022) •Chief Financial Officer of various oil and gas companies (2006-2008) •Held positions of increasing responsibility, most recently as Director, at various investment banks (1997-2006) | | CHARITABLE, COMMUNITY AND
INDUSTRY INVOLVEMENT •OneGoal Houston, Board of Directors •Host Committee of the Cystic Fibrosis Foundation's 65 Roses Charity in Houston BACKGROUND & EDUCATION •BS, Electrical Engineering, Southern Methodist University •Parents immigrated from China, and he speaks conversational Chinese |
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| | DARRIN HENKE, 58 | | | |
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| Executive Vice President and Chief Operating Officer Houston, Texas |
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EXPERIENCE •President, CEO and Director of Ranger Oil Corporation (2020-2023) •CEO and Director, Gary Permian & Gary Petroleum Partners, LLC (2015-2020) •Vice President, Encana Corporation (2000-2015) •Engineering, operational and leadership roles with Burlington Resources, Venoco, and Santa Fe Snyder (1990-2000) | | CHARITABLE, COMMUNITY AND
INDUSTRY INVOLVEMENT •Member, Society of Petroleum Engineers •Director, CO Chamber of Commerce (2008-present) •Past member, Board of Trustees, Texas Parks and Wildlife Foundation •Past member, governor-appointed CO Pollution Prevention Advisory Board BACKGROUND & EDUCATION •BS, Mechanical Engineering, Texas Tech University •Advanced Management, Duke University Fuqua School of Business •Licensed Professional Engineer in Colorado and Wyoming |
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| | SHANNON KINNEY, 50 | | | |
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| Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary Houston, Texas |
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EXPERIENCE •Vice President, Deputy General Counsel, Chief Compliance Officer and Corporate Secretary for ConocoPhillips •ConocoPhillips, positions of increasing responsibility (2012-2023) with particular focus on securities and governance, shareholder engagement, mergers and acquisitions, global compliance and ethics, and ESG •Deputy General Counsel and Corporate Secretary, TPC Group (2010-2012) •Attorney, Bracewell LLP (2006-2010) •Attorney, Hunton Andrews Kurth (2005-2006) | | | CHARITABLE, COMMUNITY AND
INDUSTRY INVOLVEMENT •Texas General Counsel Forum, Board of Directors (2017 - present) •Arms Wide Adoption Services, Board of Directors (2017 - 2024) •Society for Corporate Governance, Former Board Member (2018 - 2023) BACKGROUND & EDUCATION •BA, The University of Texas at Austin •Juris Doctorate, South Texas College of Law •Member, State Bars of Texas and New York |
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| PROPOSAL 2 | |
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| Advisory Vote to Approve Executive Compensation |
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Section 14A(a)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires that we provide our shareholders with the opportunity to vote to approve, on an advisory, non-binding basis, the compensation paid to our Named Executive Officers, as described in the CD&A section of this proxy statement, beginning on page 54. Although the vote is non-binding, we value continuing and constructive feedback from our shareholders on compensation and other important matters. The Board of Directors and the Compensation and Human Resources Committee will consider the voting results when making future compensation decisions. In accordance with the vote of the Company's shareholders in 2023 regarding the frequency of future advisory, non-binding votes to approve the compensation paid to our Named Executive Officers, the Board intends to hold this vote annually. In deciding how to vote on this proposal, we encourage you to review the CD&A and “2024 Executive Compensation” sections of this proxy statement for a detailed description of our executive compensation program. As described in the CD&A section, we designed our executive compensation in accordance with our philosophy of rewarding performance that supports our long-term strategy and achievement of our short-term goals. We also believe that our executive compensation program should help attract and retain the most qualified individuals in the oil and gas industry, align with shareholder interests and encourage individual accountability. In 2024, we believe that our executive compensation played a significant role in motivating and retaining a highly qualified executive team to deliver on the Company's strategic objectives and enhance returns for shareholders. It is the intention of the Compensation and Human Resources Committee that our Named Executive Officers be compensated competitively and consistent with our strategy, sound corporate governance principles, other companies in the same and closely related industries, and shareholder interests and concerns. We believe our compensation program is effective, appropriate, and strongly aligned with the interests of our shareholders. Text of the Resolution to be Adopted The Board is asking shareholders to vote “FOR” the following resolution: “RESOLVED, that the shareholders approve, on an advisory basis, the compensation philosophy, policies and procedures and the compensation of the Named Executive Officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC, including the CD&A, the 2024 Summary Compensation Table and the other related tables and disclosures.” Vote Required The affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to be voted on the proposal on the record date for determining shareholders entitled to vote on the proposal is required for approval of Proposal 2. If you own shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal. Broker non-votes will have no effect on the vote outcome and abstentions will have the same effect as a vote against this proposal. |
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| The Board of Directors unanimously recommends an advisory vote "FOR” the approval of the compensation of our named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC. |
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Executive Compensation Matters |
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Compensation Discussion and Analysis
This CD&A describes our compensation philosophy, objectives, policies, and practices for the 2024 fiscal year, including how our executive compensation was determined, the elements of our executive compensation program, and the compensation of each of our Named Executive Officers set forth in the table below. In accordance with the SEC’s executive compensation disclosure rules, information is presented for our Named Executive Officers serving at the end of 2024: Messrs. Brown, Henke, Lou, and Robuck, and Ms. Kinney. The information provided should be read together with the information presented in the “Executive Compensation” section of this proxy. References in this discussion to the "Committee" refer to the Compensation and Human Resources Committee.
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Daniel Brown President and Chief Executive Officer | Richard Robuck(1) Executive Vice President, Chief Financial Officer and Treasurer | Michael Lou(2) Executive Vice President, Chief Strategy Officer and Chief Commercial Officer | Darrin Henke Executive Vice President and Chief Operating Officer | Shannon Kinney Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary |
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(1)As previously disclosed in a Current Report on Form 8-K, Mr. Robuck was appointed as Executive Vice President, Chief Financial Officer and Treasurer, effective March 4, 2024.
(2)Mr. Lou served as Executive Vice President and Chief Financial Officer of the Company until March 4, 2024.
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| Executive Compensation Matters | |
Table of Contents
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| | | | | Chord's executive compensation program aligns the interests of our executives with those of our shareholders. Our compensation program is guided by the philosophy that Chord's ability to deliver on our disciplined, returns-focused strategy is driven by superior leadership performance. |
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| Executive Compensation Matters |
Executive Summary
Compensation Philosophy
The Board believes that Chord's executive compensation program aligns the interests of our executives with those of our shareholders. Our compensation program is guided by the philosophy that Chord's ability to deliver on our disciplined, returns-focused strategy is driven by superior leadership performance. The Board believes we must offer competitive compensation to attract and retain experienced, talented, and motivated employees. In addition, the Board believes employees in leadership roles within the organization are motivated to perform at their highest levels when performance-based pay constitutes a significant portion of their compensation.
We implement our compensation philosophy through the following principles:
Establish target compensation levels that are competitive with the companies that we compete against for executive talent; Create a strong link between executive pay and successful execution of our strategy; Encourage prudent risk-taking by our executives; Retain talented individuals; Maintain flexibility to better respond to the cyclical energy industry; and Integrate all elements of compensation into a comprehensive package that aligns goals, efforts, and results throughout the organization. The Board believes that our philosophy and practices have resulted in executive compensation decisions that are aligned with company performance, are appropriate in value, and have benefited Chord and its shareholders, as demonstrated below.
2024 Performance Highlights
2024 was a transformational year for Chord as we solidified our leading position in the Williston Basin by combining with another basin leader, Enerplus Corporation.
Chord's acquisition of Enerplus closed on May 31, 2024 (the "Enerplus Transaction") and added approximately 100 Mboe per day of production and over 200K net acres in the Williston Basin, as well as limited non-operated interests in the Marcellus Shale. Also, in connection with the Enerplus Transaction, Chord added four former Enerplus directors to its Board, further enhancing the total mix of talent and experience of the Board.
During the integration of Enerplus, we focused on incorporating best practices from both organizations, which allowed us to capture substantial operational and corporate synergies. And we executed this transaction while maintaining our commitment to balance sheet strength, capital discipline, and peer-leading return of capital.
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| Executive Compensation Matters | |
2024 Operational and Financial Highlights
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| | PRODUCTION(1) (MBoepd)
| | RESERVES (MMBoe)
| | LONG LATERAL INVENTORY
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| | BALANCE SHEET(2) •$2.75B borrowing base •$2B elected commitments •0.3X leverage •$1.6B liquidity | | 2025-2027 OUTLOOK •$1.4B capital spend annually •152-153 MBopd | | MULTI-YEAR CAPITAL EFFICIENCY •Wider spacing and long laterals enhance returns •Increasing long lateral inventory •Decreased F&D/Boe > 10% from 2023 to 2024 |
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| | (1)2024 production is pro forma for the Enerplus Transaction as if it had occurred on January 1, 2024. (2)$2.75B borrowing base and $2.0B of elected commitments after semi-annual borrowing base redetermination completed in February 2025. |
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2024 Shareholder Returns Highlights(1)
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| | $944MM CAPITAL RETURNED TO SHAREHOLDERS IN 2024 | | $438MM COMMON STOCK REPURCHASED | | $13.09 per share BASE AND VARIABLE DIVIDENDS DECLARED |
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| | (1)Shareholder returns are pro forma for the Enerplus Transaction as if it had occurred on January 1, 2024, and include a base dividend of $0.065 per share and a special dividend of $0.232675 per share paid to Enerplus shareholders. |
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Compensation Highlights
Compensation Actions for 2024
The Committee established a comprehensive performance-based executive compensation program in 2024 that aligned with our compensation philosophy described above. The Committee worked extensively with Meridian Compensation Partners, LLC ("Meridian") to design the 2024 executive compensation program. The Committee reviewed and discussed compensation data for our Named Executive Officers as compared to compensation data for similarly situated executive officers at peer companies selected by the Committee (set forth below under "— Benchmarking and Peer Group") and ultimately approved the program described throughout this CD&A.
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| Executive Compensation Matters |
2024 Base Salary
For 2024, the Committee approved an increase to Mr. Lou's base salary to align his salary with the market for his new role. Base salaries were held flat for Mr. Brown and Ms. Kinney for 2024. For additional information, please see "—Base Salary" below.
2024 Annual Performance-Based Cash Incentive Award
The Committee approved the 2024 annual performance-based cash incentive award program to reward achievement of our annual Company performance goals. The program consists of quantitative and qualitative performance goal metrics that reflect our strategy, each with a pre-assigned weighting to serve as a guideline for determining award payouts earned by our Named Executive Officers.
For 2024, based on achievement against these metrics, our Named Executive Officers earned 122.1% of their target incentive award opportunity.
For additional information, please see "—Annual Incentive Compensation" below.
2024 Long-Term Incentive Awards
The Committee annually reviews the design of our long-term incentive awards to ensure consistency with our program’s objective of aligning the interests of our executives with those of our shareholders while attracting and retaining talented executive officers.
In late 2023, the Committee approved the structure of the Company's 2024 long-term incentive award program, which consists of time-based restricted stock unit (“RSU”) awards and absolute and relative total shareholder return (“TSR”) performance share unit (“PSU”) awards pursuant to the Chord Energy Corporation Long Term Incentive Plan (as amended from time to time, the “LTIP”). The following table sets forth the relative mix of such awards among our Named Executive Officers.
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| Percent of Equity
Awarded (CEO) | Performance or
Vesting Measures | Percent of Equity
Awarded (Other
NEOs) | Performance or
Vesting Period |
| Performance Share Units | 16.75 | % | Absolute TSR | 15 | % | 3 years |
| 50.25 | % | Relative TSR | 45 | % | 3 years |
| Restricted Stock Units | 33 | % | Time Vest | 40 | % | 3 years |
As shown above, this program ties 67% of our CEO's equity opportunity and 60% of our other Named Executive Officers equity opportunity, directly to shareholder returns, creating significant alignment of management and shareholder rewards.
2024 Pay Mix
We view the various components of our compensation program as distinct but related, and we emphasize “pay for performance” by structuring our program so that a significant portion of our executive officers' total compensation is "at risk" and tied to the Company's long- and short-term financial, operational, and strategic goals.
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| Executive Compensation Matters | |
The charts below illustrate the relationship of the elements of our executive compensation structure to each other. As the charts indicate, a majority of the 2024 target total compensation for each of our Named Executive Officers is considered to be “at risk,” which means that earned value is based on achievement with respect to a combination of stock price performance and other performance metrics tied to certain of the Company’s long-term and short-term financial, operational, and strategic goals. Our RSU and PSU awards are also subject to multi-year vesting restrictions.
With respect to our annual performance-based cash incentives and PSUs, if a certain level of performance is not achieved with respect to established performance metrics, it is possible that our executives will not earn any compensation.
RSUs are not "at risk" in the same way that the annual performance-based cash incentives and PSUs are because the executives will vest in them after a certain period. However, the value of the RSUs is "at risk" as it depends on the Company's stock price, and thus, performance. Base salary is not deemed to be “at risk” because it is not subject to specified performance metrics.
| | | | | |
Allocation of CEO Compensation | Average Other NEO Compensation |
| |
| 87% of CEO total compensation at risk and performance-based | 81% of average NEO total compensation at risk and performance-based |
In 2024, 72% of our CEO's target total compensation was equity-based, with 67% of his equity compensation comprised of absolute TSR and relative TSR PSUs. His annual cash incentive opportunity, which is also performance-based, accounts for another 15% of his target total compensation. For additional information, please see "—Elements of Compensation" and "— 2024 Compensation."
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| Executive Compensation Matters |
Elements of Compensation
The approximate allocation of the Company's direct compensation elements for the 2024 executive compensation program (consisting of base salary, annual performance-based cash incentives, PSUs based on absolute and relative TSR metrics, and time-based RSUs) is shown below.
| | | | | | | | |
| 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 base 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 can range from 0-300% of the target number of PSUs granted |
| | |
| 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 can range from 0-200% of the target number of PSUs granted |
| | |
| 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 include medical, dental, short- and long-term disability, health club subsidy, parking and a 401(k) plan with employer matching of the first 6% of eligible compensation contributed |
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| Executive Compensation Matters | |
Best Practices in our Compensation Program
The Committee reviews on an ongoing basis the Company’s executive compensation program to evaluate whether it supports the Company’s executive compensation philosophies and objectives and is aligned with shareholder interests. Our 2024 executive compensation practices include the following, each of which the Committee believes reinforces our executive compensation objectives:
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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 |
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| Executive Compensation Matters |
How We Make Executive Compensation Decisions
Roles and Responsibilities
| | | | | |
| ROLE OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE |
Our executive compensation program is administered by the Committee, which is made up of independent directors. Each year, the Committee:
•Annually reviews and recommends to the Board for approval the compensation of our CEO and makes the final determination of compensation to our other Named Executive Officers.
•Makes critical decisions on competitive compensation levels, including program design, performance targets and associated peer groups, corporate and individual performance, and appropriate pay adjustments necessary to reflect short-and long-term performance.
•Considers annual benchmark data provided by compensation consultant Meridian Compensation Partners, receives feedback from our largest shareholders, and evaluates quarterly in-depth management reviews of ongoing corporate performance.
•The Committee also has sole authority to retain, terminate, and obtain advice and assistance from a compensation consultant, external legal, accounting, and other advisors and consultants. The Committee conducts an annual review of, and has discretion to replace, the independent consultant.
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| ROLE OF THE CHIEF EXECUTIVE OFFICER AND OTHER OFFICERS |
The Committee considers input from Mr. Brown, our CEO, regarding our executive compensation structure and the individual compensation levels for each Named Executive Officer, other than himself. These recommendations are reviewed, discussed, modified, and approved, as appropriate, by the Committee. No member of the management team, including the CEO, has a role in determining his or her own compensation. Mr. Brown and his officer team also provide information to the Committee regarding the performance of the Company and the attainment of the Company's performance goals for the Committee’s consideration in determining the annual performance-based cash incentive awards.
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| ROLE OF THE COMPENSATION CONSULTANT |
The Committee’s charter grants the Committee the sole authority to retain, at our expense, outside consultants or experts to assist in its duties. The Committee engaged Meridian as its independent executive compensation consultant to advise it with respect to executive compensation matters during 2024, including development of the annual compensation peer group and an annual review and evaluation of our executive and director compensation packages relative to peers.
Representatives from Meridian periodically meet with the Committee throughout the year and advise the Committee with regard to general trends in executive and director compensation, including: competitive benchmarking; incentive plan design; peer group selection; and other trends and developments affecting executive compensation.
Prior to this engagement, the Committee reviewed Meridian's independence pursuant to Nasdaq standards and found Meridian to be independent and without conflicts of interest in providing services to the Committee. Meridian's independence is reviewed annually.
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| Executive Compensation Matters | |
Benchmarking and Peer Group
In order to attract, motivate and retain talented executive officers, our executive compensation program is designed to be competitive with the types and ranges of compensation paid by peer companies who compete for the same executive talent. On an annual basis, the Committee reviews and discusses compensation data for our Named Executive Officers as compared to compensation data for similarly situated executive officers at peer companies selected by the Committee.
In 2023, in connection with the development of the 2024 compensation program, the Committee met with Meridian and undertook a review of our compensation peer group, ultimately approving the peer group identified below for the 2024 compensation program. The industry-specific companies that make up this peer group were selected primarily (i) based on their market capitalization, enterprise value, and asset size relative to the Company and (ii) because they potentially compete with the Company for executive-level talent.
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| | |
| | |
| 2024 Peer Group | |
| •Antero Resources Corporation •California Resources Corporation •Callon Petroleum Company •Chesapeake Energy Corporation •Civitas Resources, Inc. •CNX Resources Corporation •Comstock Resources, Inc. •Earthstone Energy, Inc. | •Magnolia Oil & Gas Corporation •Matador Resources Company •Murphy Oil Corporation •Permian Resources Corporation •Range Resources Corporation •SM Energy Co. •Southwestern Energy Company
|
| | |
| | |
Chord Energy Positioning Relative to Peers
| | | | | |
| Executive Compensation Matters |
Shareholder Outreach
| | | | | | | | | | | |
| | | |
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 |
| | | |
Participants were supportive of the Company’s executive compensation program. Shareholders also engaged and provided valuable feedback on topics related to corporate governance and sustainability, including safety and environmental matters.
Consideration of 2024 Say-on-Pay Advisory Vote
At our 2024 annual meeting, we held our most recent say-on-pay advisory vote, which resulted in approximately 96.25% of votes cast approving the 2023 compensation of the Company's Named Executive Officers. In evaluating our executive compensation programs and designing our 2025 compensation program, the Committee considered the support expressed by shareholders and many other factors, including the Committee’s assessment of the interaction of our compensation program with our corporate business objectives, evaluations of our program by external consultants, and review of peer group company data.
At our 2023 annual meeting, we recommended, and shareholders voted for, an annual advisory vote on executive compensation. Shareholder feedback is valuable to the Committee, and the Committee will analyze the results of say-on-pay advisory votes and the support expressed by shareholders in evaluating and designing our executive compensation programs.
Compensation Practices as They Relate to Risk Management
We believe our compensation program does not encourage excessive and unnecessary risk taking by our employees, including our Named Executive Officers, and is not reasonably likely to have a material adverse effect on us. Because the Committee retains the ability to apply discretion when determining the actual amount to be paid to executives pursuant to our annual performance-based cash incentive program, the Committee is able to assess the behavior of our executives as it relates to risk taking. Further, our use of long-term equity-based compensation serves our compensation program’s goal of aligning the interests and objectives of our executives with those of our shareholders, thereby reducing the incentive to unnecessary risk taking.
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| Executive Compensation Matters | |
Committee Oversight and Planning Process
Chord has a robust annual cycle to plan, review, and execute the executive compensation process and to oversee the Company's strategies relating to talent, leadership, and culture. Our competitive business requires attracting, developing and retaining a motivated team inspired by leadership, engaged in meaningful work, motivated by growth opportunities and thriving in a culture that embraces equal opportunity. As described above, the Committee is responsible for overseeing Chord’s human resources strategies and prioritizing our efforts to attract and retain employees and leaders with the skills and experience needed to achieve our strategic objectives in dynamic market conditions. During 2024, the Committee engaged with management on several issues impacting Chord’s human capital strategy, including: integration of people and systems following completion of the Enerplus Transaction; effective employee engagement; positive corporate culture; executive and employee succession; and recruiting and retention.
Year-Round Engagement Informs Compensation Design and Awards
The Committee's processes to design, review, and approve our executive compensation programs are cyclical and ongoing. The following illustration is indicative of the Committee's annual process.
| | | | | | | | | | | | | | | | | |
| | | | | |
| FEBRUARY •Approval of prior year performance-based cash incentive payouts •Set performance targets for the current year | |
| | | | |
| MARCH - APRIL •Publish Annual Proxy Statement detailing performance and compensation information for the prior year •Shareholder outreach; feedback shared with Committee and Board | |
| | | | |
| APRIL - MAY •Annual Shareholder Meeting with annual Say on Pay vote •Quarterly review of current-year Company performance | |
| | | | |
| JULY •Trends update and peer group assessment •Quarterly review of current-year Company performance | |
| | | | |
| OCTOBER •Compensation consultant benchmarks Executive Officer pay and reviews market trends for Committee as it considers compensation program design changes for upcoming year •Review of market best practices and initial program design concept for upcoming year •Quarterly review of current-year Company performance | |
| | | | |
| DECEMBER •Shareholder outreach feedback shared with CHR Committee and Board •Approval of program design for upcoming year •Review preliminary performance results for current-year Company performance | |
| | | | |
| JANUARY - FEBRUARY •Additional performance reviews; feedback is given on prior year’s performance •Set target compensation and make annual LTIP grants | |
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| | | | | |
| Executive Compensation Matters |
2024 Compensation
The primary elements of our executive compensation program are designed to provide a target total value for compensation that is competitive with our peers and attracts and retains the talented executives necessary to manage Chord and deliver on its strategic objectives. The following discussion describes the components of our executive compensation program and explains how we determined the amounts our Named Executive Officers would earn for 2024.
Base Salary
The Committee believes base salary is an important element of executive compensation because it provides executives with a base level of income that is critical for attraction and retention. The Committee annually reviews base salaries and conducts benchmarking, including competitive positioning relative to their peers in the compensation peer group, and performance reviews. In October 2023, the Committee worked with Meridian to evaluate the Company's executive compensation program. Ultimately, the Committee approved an increase to Mr. Lou's base salary for 2024 to better align his base salary with market. Salaries for Mr. Brown and Ms. Kinney were held flat for 2024.
| | | | | | | | | | | | | | |
| 2023 Base Salary | 2024 Base Salary |
| Daniel Brown | | $ | 850,000 | | | $ | 850,000 | |
Richard Robuck(1) | | — | | | $ | 480,000 | |
| Michael Lou | | $ | 500,000 | | | $ | 550,000 | |
Darrin Henke(1) | | — | | | $ | 550,000 | |
| Shannon Kinney | | $ | 480,000 | | | $ | 480,000 | |
(1)Messrs. Robuck and Henke did not serve as executive officers in 2023.
Annual Incentive Compensation
At the beginning of 2024, with input from Meridian, the Committee approved the 2024 annual performance-based cash incentive award program to reward achievement of our annual Company performance goals. For the 2024 award program, the Company identified quantitative and qualitative performance goal metrics that reflect our strategy, each with a pre-assigned weighting as set forth in the table on page 69, to serve as a guideline for determining award payouts earned by our Named Executive Officers for 2024.
Metrics are graded against a target performance level, but must meet a threshold level of performance or receive no credit for the metric. Each metric achieving at least threshold performance may receive from 50% credit (threshold) to 200% credit (maximum). Target achievement is equal to 100% credit for the metric. The Company rating is calculated based on the addition of the weighted metric scores. Finally, if absolute annual TSR is greater than 10%, a modifier of 1.1x is applied. If absolute annual TSR is less than -10%, a 0.9x modifier is applied.
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| Executive Compensation Matters | |
Payouts to Named Executive Officers are designed to be calculated by multiplying the Named Executive Officer's target opportunity by the Company rating (inclusive of any modifier described) as shown below.
| | | | | | | | | | | | | | |
| | | | |
| Total of Weighted Metric Scores | | Modifier Based on Absolute Annual TSR | | Company Rating |
| | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| Base Salary | | Target Opportunity | | Company Rating | | Payouts To Executives |
| | | | | | |
Final score certification and payout are at the discretion of the Committee.
In October 2023, the Committee reviewed our Named Executive Officers' target annual cash incentive award opportunities and determined to hold cash incentive opportunities flat for 2024.
| | | | | | | | |
| 2023 Cash Incentive Target
(% Base Salary) | 2024 Cash Incentive Target
(% Base Salary) |
| Daniel Brown | 120 | % | 120 | % |
Richard Robuck(1) | — | | 90 | % |
| Michael Lou | 100 | % | 100 | % |
Darrin Henke(1) | — | | 100 | % |
| Shannon Kinney | 90 | % | 90 | % |
(1)Messrs. Robuck and Henke did not serve as executive officers in 2023.
2024 Scorecard
Linking our Strategy to Compensation Outcomes
The performance goal metrics set by the Committee in early 2024 were selected because we believe they support the Company's strategic business objectives, which drive the outcomes that lead to our value proposition of delivering leading shareholder returns. The chart on the following page demonstrates how we link our strategy to compensation outcomes.
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| Executive Compensation Matters |
Linking Our Strategy to Compensation Outcomes
| | | | | |
| Executive Compensation Matters | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Category | | Weighting | Metric Goals | % Target
Achieved | Weighted
Results |
| Quantitative Performance | | | Threshold
50% | Target
100% | Above Target
150% | Maximum
200% | | |
| Sustainability | | | | | | | | |
| Safety | | | | | | | 123.0% | 12.3% |
| • TRIR | | |
| • Training Attendance | | |
| Environment | | | | | | | | |
| • Spill Rate | | | | 88.5% | 8.9% |
| • Gas Capture | | |
| FCF Generation | | | | | | | | |
| EBITDAX ($MM)(1) | | | | 131.0% | 26.2% |
| Expense Management (LOE + G&A) ($/boe)(2) | | | | 159.0% | 15.9% |
| Capital Expenditures ($MM)(3) | | | | 107.0% | 10.7% |
| Profitability | | | | | | | | |
| F&D ($/boe)(4) | | | | 107.0% | 10.7% |
| Quantitative Achievement | | 70% | | | | | 120.9% | 72.4% |
| Advancing Strategic Priorities |
| Strategic Priorities(5) | | | •Improve margin and capital efficiency •Build inventory accretively •People, culture and capability •Disciplined capital allocation •Robust ESG practices | 170.0% | 51.0% |
| Qualitative Achievement | | 30% | | | | | 170.0% | 51.0% |
| FINAL OUTCOME |
| Total Scorecard | | | | | | | | 135.7% |
Absolute TSR Modifier(6) | | | | | | | | 90.0% |
| TOTAL | | | | | | | | 122.1% |
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| Executive Compensation Matters |
(1)EBITDAX, also referred to as Adjusted EBITDA, is a non-GAAP financial measure. The Company defines EBITDAX as earnings before interest expense, income taxes, depreciation, depletion and amortization, merger costs, exploration expenses and impairment expenses and other similar non-cash or non-recurring charges. See “Non-GAAP Financial Measures” in the Company’s earnings release furnished as exhibit 99.1 to the Current Report on Form 8-K filed with the SEC on February 25, 2025 for additional information on Adjusted EBITDA, including a reconciliation to the most directly comparable financial measures under US GAAP. EBITDAX is pro forma for the Enerplus Transaction as of January 1, 2024 and excludes certain amounts from Cash G&A to reflect bonus payouts at budgeted levels.
(2)Cash G&A is a non-GAAP financial measure. The Company defines Cash G&A as total general and administrative (“G&A”) expenses less G&A expenses directly attributable to certain merger and acquisition activity, non-cash equity-based compensation expenses and other non-cash charges. See “Non-GAAP Financial Measures” in the Company’s earnings release furnished as exhibit 99.1 to the Current Report on Form 8-K filed with the SEC on February 25, 2025 for additional information on Cash G&A, including a reconciliation to the most directly comparable financial measures under US GAAP. Cash G&A is pro forma for the Enerplus Transaction as of January 1, 2024 and excludes certain amounts to reflect bonus payouts at budgeted levels.
(3)Capital Expenditures are pro forma for the Enerplus Transaction as of January 1, 2024.
(4)Finding and development (“F&D”) represents the net operated drilling and completion costs for wells brought to production in 2024 divided by the net expected ultimate recovery ("EUR") of those wells.
(5)Key achievements considered in determining the 170% payout factor included: the broad and positive corporate impact associated with the successful Enerplus merger and integration, improvement in margin and capital efficiency, substantial increase in inventory depth and quality, returning more capital to shareholders than originally forecast while preserving balance sheet strength, and significant improvement in employee engagement.
(6)The Company's annual absolute TSR was less than -10% resulting in a negative 10% modifier applied to the total scorecard results.
As shown in the table above, weighted results across the metrics produced a total scorecard rating of 135.7%. Applying the TSR modifier multiple of 0.9x led to a final rating of 122.1%. Therefore, for 2024, the Committee approved, and our Named Executive Officers received, payment of the performance-based cash incentive awards at 122.1% of their 2024 cash incentive targets, in the amounts set forth below.
| | | | | | | | | | | | | | |
| 2024 Target Annual
Incentive Award | 2024 Actual Annual
Incentive Award |
| Daniel Brown | | $ | 1,020,000 | | | $ | 1,245,420 | |
| Richard Robuck | | $ | 432,000 | | | $ | 527,472 | |
| Michael Lou | | $ | 550,000 | | | $ | 671,550 | |
| Darrin Henke | | $ | 550,000 | | | $ | 671,550 | |
| Shannon Kinney | | $ | 432,000 | | | $ | 527,472 | |
2024 Long-Term Incentive Awards
Annual Long-Term Incentive Awards Granted in 2024
The Company maintains the LTIP, which provides the Company with the flexibility to grant a wide range of equity and equity-based awards. Long-term incentive awards are intended to balance retention of our executive team and alignment of our Named Executive Officers’ interests with those of our shareholders.
Each year, the Committee sets (or recommends to the Board in the case of our CEO) the total targeted long-term incentive value for each Named Executive Officer, taking into account peer group data and each Named Executive Officer’s contribution to our success, level of responsibility, personal performance, and experience.
The target total value of the equity awards granted to each of our Named Executive Officers for 2024 was equal to $4,830,000 for Mr. Brown, $1,650,000 for Mr. Robuck, $2,000,000 for Mr. Lou, $1,890,000 for Mr. Henke, and $1,500,000 for Ms. Kinney. For information regarding the grant date fair values of the 2024 equity awards, please see the “—Summary Compensation Table."
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| Executive Compensation Matters | |
The awards granted to our Named Executive Officers in 2024 consisted of RSUs and PSUs pursuant to the LTIP. As shown below, this program ties 67% of our CEO's equity opportunity, and 60% of our other Named Executive Officers' opportunity, directly to shareholder returns, creating significant alignment of management and shareholder rewards.
| | | | | | | | | | | | | | |
| Performance or
Vesting Measures | Percent of Equity
Awarded (CEO) | Percent of Equity
Awarded (Other NEOs) | Performance or
Vesting Period |
| Performance Share Units | Absolute TSR | 16.75% | 15% | 3 years |
| Relative TSR | 50.25% | 45% | 3 years |
| Restricted Stock Units | Time Vest | 33% | 40% | 3 years |
PSUs
The PSUs granted to the Named Executive Officers are contingent shares that are eligible to be earned based on achievement of certain pre-established goals for a three-year performance period beginning January 1, 2024 and ending on December 31, 2026, subject to the Named Executive Officer’s continued service through the end of such performance period.
The PSUs are designed to incentivize absolute and relative performance that is aligned with shareholder interests. Approximately 25% of PSUs granted to the Named Executive Officers in 2024 will vest based on the Company’s annualized absolute TSR performance during the applicable performance period (the “Absolute TSR PSUs”), and approximately 75% of such PSUs will vest based on the level of TSR achieved by the Company as compared to the TSR of each of the Company’s peers in the applicable performance peer group (the “Relative TSR PSUs”).
The value of the portion of the equity awards comprised of PSUs granted to each of our Named Executive Officers was equal to 67% of the total equity awarded to Mr. Brown and 60% of the total equity awarded to the other Named Executive Officers, or $3,236,100 for Mr. Brown, $1,200,000 for Mr. Robuck, $990,000 for Mr. Lou, $1,134,000 for Mr. Henke, and $900,000 for Ms. Kinney. The number of PSUs (based on target performance) granted to each Named Executive Officer was equal to the applicable value described in the foregoing sentence for such Named Executive Officer divided by the volume-weighted average price of our common stock for the 10-day period prior to the approval date of the PSU awards, which was then allocated 75% to Absolute TSR PSUs and 25% to Relative TSR PSUs, resulting in the following target number of PSUs in 2024:
| | | | | | | | | | | | | | | | | | | | |
| Absolute
TSR PSUs
(Target Value) | Absolute
TSR PSUs
(Number) | Relative
TSR PSUs
(Target Value) | Relative
TSR PSUs
(Number) |
| Daniel Brown | | $ | 809,025 | | 5,233 | | $ | 2,427,075.00 | | 15,698 |
| Richard Robuck | | $ | 247,500 | | 1,601 | | $ | 742,500.00 | | 4,802 |
| Michael Lou | | $ | 300,000 | | 1,940 | | $ | 900,000.00 | | 5,821 |
| Darrin Henke | | $ | 283,500 | | 1,834 | | $ | 850,500.00 | | 5,501 |
| Shannon Kinney | | $ | 225,000 | | 1,455 | | $ | 675,000.00 | | 4,366 |
In addition, each PSU granted in 2024 includes a corresponding dividend equivalent right (“DER”). Each DER entitles a Named Executive Officer to receive an accrued cash payment in respect of each PSU that is actually earned, which payment is equal to the amount of any cash dividends declared on one share of the Company’s common stock during the applicable performance period. Payment of DERs will be made in connection with the settlement of any earned PSUs. For the avoidance of doubt, dividends are not paid on unearned, unvested PSUs.
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| Executive Compensation Matters |
Absolute TSR PSUs
The Absolute TSR PSUs are designed to promote alignment with shareholder interests by rewarding executives for absolute TSR performance. The number of Absolute TSR PSUs earned over the three-year performance period could range from 0 to 300% of the target number of Absolute TSR PSUs initially granted, based on the Company’s level of performance during such performance period.
For purposes of determining absolute TSR:
•the initial value is based on the volume-weighted average price per share of the Company’s stock for the 30 trading days ending on the last trading day immediately preceding the beginning of the applicable performance period;
•the closing value is based on the volume-weighted average price per share of the Company’s stock for the 30 trading days ending on the last day of the applicable performance period; and
•the cumulative amount of dividends and other distributions declared on a share of the Company’s stock during the applicable performance period is factored in, assuming that such dividends and other distributions were reinvested in the Company as of the applicable ex-dividend dates during the applicable performance period.
The payouts for the Absolute TSR PSUs granted in 2024 are determined as follows:
| | | | | | | | | | | | | | |
| Performance Level | Absolute TSR
(CAGR) | Payout
Percent |
| Maximum | | ≥20% | | 300 | % |
| Target | | 8.5 | % | | 100 | % |
| Threshold | | 4.5 | % | | 50 | % |
| Below Threshold | | ≤4.5% | | — | % |
Absolute TSR PSU payouts for results that fall between a stated performance level will be interpolated linearly. If the number of Absolute TSR PSUs earned exceeds 100% of the initial Absolute TSR PSUs granted, then such excess earned Absolute TSR PSUs will be settled in cash, rather than shares of the Company's common stock.
For information regarding the various acceleration and forfeiture provisions applicable to the Absolute TSR PSUs granted in 2024, see “—Potential Payments Upon Termination or Change in Control.”
Relative TSR PSUs
The Relative TSR PSUs are designed to promote alignment with shareholder interests by rewarding executives for shareholder returns measured against potential alternative investments. The number of Relative TSR PSUs earned over the three-year performance period could range from 0 to 200% of the target number of Relative TSR PSUs initially granted, based on the Company’s level of performance during such performance period as compared to the Company’s peers in the applicable performance peer group.
For purposes of determining relative TSR:
•the initial value is based on the volume-weighted average price per share of stock (or unit, if applicable) for the 30 trading days ending on the last trading day immediately preceding the beginning of the applicable performance period;
•the closing value is based on the volume-weighted average price per share of stock (or unit, if applicable) for the 30 trading days ending on the last day of the applicable performance period; and
•the cumulative amount of dividends and other distributions declared on a share of stock (or unit, if applicable) during the applicable performance period is factored in, assuming that such dividends and other distributions were reinvested in the Company or applicable member of the performance peer group as of the applicable ex-dividend dates during the applicable performance period.
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| Executive Compensation Matters | |
The performance peer group for the Relative TSR PSUs granted in 2024 is:
| | | | | |
| APA | APA Corporation |
| CPE | Callon Petroleum Company |
| CIVI | Civitas Resources, Inc. |
| FANG | Diamondback Energy, Inc. |
| MGY | Magnolia Oil & Gas Corporation |
| MRO | Marathon Oil Corporation |
| MTDR | Matador Resources Company |
| NOG | Northern Oil and Gas, Inc. |
| OVV | Ovintiv Inc. |
| PR | Permian Resources Corporation |
| RUT | Russell 2000* |
| GSPC | S&P 500 Index* |
| SM | SM Energy Company |
| XOP | SPDR S&P Oil & Gas Exploration & Production ETF* |
| VTLE | Vital Energy, Inc. |
* The index or ETF indicated would each be viewed as a single entity for purposes of calculating TSR, not as a comparison to the index’s or ETF’s individual constituents.
In the event of a merger, sale, acquisition, business combination, or similar transaction (whether or not involving another member of the performance peer group), the Committee, in its sole discretion, will make any adjustments it deems necessary with respect to such entity.
The payouts for the Relative TSR PSUs granted in 2024 are determined as follows:
| | | | | | | | | | | | | | |
| Performance Level | Relative TSR
(percentile) | Payout
Percent |
| Maximum | | ≥90% | | 200 | % |
| Target | | 50 | % | | 100 | % |
| Threshold | | 25 | % | | 50 | % |
| Below Threshold | | ≤25% | | — | % |
Relative TSR PSU payouts for results that fall between a stated performance level will be interpolated linearly. If the number of Relative TSR PSUs earned exceeds 100% of the initial Relative TSR PSUs granted, then such excess earned Relative TSR PSUs will be settled in cash, rather than shares of the Company's common stock.
For information regarding the various acceleration and forfeiture provisions applicable to the Relative TSR PSUs granted in 2024, see “—Potential Payments Upon Termination or Change in Control.”
RSUs
The RSUs granted to the Named Executive Officers are contingent shares that vest ratably on each of the first, second, and third anniversaries of the grant date, subject to continued service through each vesting date. The RSUs are designed to reward our Named Executive Officers for long-term share performance and encourage executive retention while incentivizing absolute performance that is aligned with shareholder interests.
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| Executive Compensation Matters |
The value of the portion of the equity awards comprised of RSUs granted to each of our Named Executive Officers was equal to 33% of the total equity awarded to Mr. Brown and 40% of the total equity awarded to the other Named Executive Officers. The number of RSUs granted to each Named Executive Officer was equal to the applicable value described in the foregoing sentence for such Named Executive Officer divided by the volume-weighted average price of our common stock for the 10-day period prior to the approval date of the RSU awards, which resulted in the following number of RSUs for 2024:
| | | | | | | | | | | | | | |
| RSU Target Value | RSUs Granted in 2024 |
| Daniel Brown | | $ | 1,593,900 | | 10,309 |
| Richard Robuck | | $ | 660,000 | | 4,268 |
| Michael Lou | | $ | 800,000 | | 5,174 |
| Darrin Henke | | $ | 756,000 | | 4,889 |
| Shannon Kinney | | $ | 600,000 | | 3,880 |
In addition, each RSU granted in 2024 is entitled to receive a cash payment equal to the amount of any cash dividends declared on one share of the Company’s stock during the period prior to the settlement of such RSU, such payment to be made on or promptly following the date that the Company pays such dividend.
For information regarding the various acceleration and forfeiture provisions applicable to the RSUs granted in 2024, see “—Potential Payments Upon Termination or Change in Control.”
The combination of the PSUs and the RSUs, along with our stock ownership guidelines described under "—Stock Ownership Guidelines," provides a comprehensive package of long-term incentive compensation incentives for our Named Executive Officers that align their interests with those of our long-term shareholders. The Committee will continue to monitor the design effectiveness of the Company's executive compensation structure, including the long-term incentive awards, in achieving the desired result.
Employee Benefits
In addition to the elements of compensation previously discussed in this section, our Named Executive Officers are eligible for the same health, welfare, and other employee benefits as are available to all our employees generally, which include medical and dental insurance, short- and long-term disability insurance, a health and/or professional club subsidy, and a 401(k) plan with a dollar-for-dollar match on the first 8% of eligible employee compensation contributed to the plan. In addition, the 401(k) plan permits the Board of Directors, in its discretion, to make an employer contribution for a plan year equal to a uniform percentage of eligible compensation for each active participant in the plan, including our Named Executive Officers, subject to applicable IRS limitations. The Board did not make such a contribution in 2024. We did not sponsor any defined benefit pension plan or nonqualified deferred compensation arrangements in 2024.
The general benefits offered to all employees (and thus to our Named Executive Officers) are reviewed by our Committee each year. Currently, we provide our Named Executive Officers with limited perquisites, including certain parking and transportation benefits. Benefits offered only to Named Executive Officers are reviewed by our Committee in conjunction with its annual review of executive officer compensation.
2024 Executive Severance Plan
On February 20, 2024, the Board adopted the Chord Energy Corporation Executive Severance Plan (the “Executive Severance Plan”). Each of our Named Executive Officers participates in the Executive Severance Plan, and none participate in any other severance plan or agreement, including employment agreements. For more information on the Executive Severance Plan, please see "—Potential Payments Upon Termination and Change in Control—Executive Severance Plan" below.
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| Executive Compensation Matters | |
Employment Agreements
Previously, we maintained employment agreements with Messrs. Brown and Lou (collectively, the “Employment Agreements”) in order to provide market-competitive compensation arrangements that attract and retain talent. The Employment Agreements contained certain restrictive covenants, including restrictions on the disclosure or use of confidential information, and provided for certain severance and change in control benefits.
Following the end of the initial term of the Employment Agreements in early 2024, Messrs. Brown and Lou are no longer parties to their respective Employment Agreements and are instead participants in the Executive Severance Plan, which governs any potential severance benefits they may be entitled to. For information regarding the Executive Severance Plan, see “—Potential Payments Upon Termination or Change in Control.”
Other Compensation Policies and Practices
Stock Ownership Guidelines
The Committee believes that, in order to more closely align the interests of executives with the interests of the Company’s other shareholders, all executives should maintain a minimum level of equity interests in the Company’s common stock. Following are the Company's stock ownership guidelines for our Executive Officers, which have been approved by the Board.
| | | | | |
| Role | Value of Common Stock to be Owned |
| Chief Executive Officer | 600% of annual base salary |
Executive Officers
(and all Executive Vice Presidents) | 300% of annual base salary |
Our executives are required to hold shares until such ownership requirements are met. Unearned PSUs will not be counted toward satisfaction of the requirement. The holdings of each of our Named Executive Officers currently meet or exceed these guidelines.
Hedging, Short Sales and Pledging Policies
Pursuant to our Insider Trading Policy, our directors and certain senior officers (including Section 16 officers) are prohibited from entering into hedging or monetization transactions with respect to Company securities. Such transactions include the purchase of financial instruments (such as prepaid variable forward contracts, equity swaps, collars, and exchange funds) or other transactions that are designed to hedge or offset any decrease in the market value of the Company’s securities. These same directors and certain executive officers are also prohibited from entering into a pledge of Company securities as collateral for a loan or holding Company securities in a margin account without advance approval; and they are prohibited from purchasing Company stock on margin.
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| Executive Compensation Matters |
Clawback Policy
We maintain the Chord Energy Corporation Clawback Policy (the “Clawback Policy"), which was adopted by the Board in October 2023. The Clawback Policy is intended to comply with the requirements of Section 10D of the Exchange Act and Rule 5608 of the Nasdaq Rulebook. Under the terms of the Clawback Policy, in the event of a restatement of our consolidated financial statements due to material non-compliance with any financial reporting requirement under applicable securities laws, the Compensation and Human Resources Committee will take reasonably prompt action to cause us to recover the amount of any incentive compensation granted, awarded, or paid to a covered employee within the preceding 36-month period to the extent the value of such compensation was in excess of the amount of incentive compensation that would have been granted, awarded or paid had the consolidated financial statements been in compliance with the financial reporting requirements. Each executive officer, including our Named Executive Officers and certain former executive officers, are considered “Covered Persons” for purposes of the Clawback Policy.
Furthermore, our equity-based incentive compensation awards contain the following provisions for the recoupment of incentive compensation:
•Equity award agreements covering grants made to our Executive Officers and other service providers include language providing that the award may be cancelled and the award recipient may be required to reimburse us for any realized gains to the extent required by applicable law or any clawback policy that we adopt.
•The Company’s equity plan includes provisions specifying that awards under those arrangements are subject to any clawback policy we adopt.
Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information
Neither the Board of Directors nor the CHR Committee takes into account material non-public information when determining the timing or terms of equity awards, nor do we time disclosure of material non-public information for the purpose of affecting the value of executive compensation. During 2024, we did not grant stock options to any executive officer during any period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any current report on Form 8-K that disclosed material non-public information. More broadly, we did not award any stock options to Named Executive Officers during 2024.
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| Executive Compensation Matters | |
Compensation and Human Resources Committee Report
The information contained in this Compensation and Human Resources Committee Report and references in this proxy statement to the independence of the members of the Compensation and Human Resources Committee shall not be deemed to be “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any future filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates such information.
The Compensation and Human Resources Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation and Human Resources Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.
Compensation and Human Resources Committee of the Board of Directors
Anne Taylor, Chair
Hilary Foulkes, Member
Kevin McCarthy, Member
Marguerite Woung-Chapman, Member
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| Executive Compensation Matters |
Executive Compensation Tables
2024 Summary Compensation Table
The following table sets forth information concerning the annual compensation for services provided to us by our Named Executive Officers during the fiscal year ended December 31, 2024 and, to the extent required by applicable SEC disclosure rules, during the fiscal years ended December 31, 2023 and 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | | Total ($) |
Daniel Brown President and Chief Executive Officer | 2024 | $ | 850,000 | | | — | | | $ | 6,057,296 | | | $ | 1,245,420 | | | $ | 27,008 | | | $ | 8,179,724 | |
| 2023 | $ | 850,000 | | | — | | | $ | 1,005,143 | | | $ | 1,106,700 | | | $ | 23,808 | | | $ | 2,985,651 | |
| 2022 | $ | 641,687 | | | $ | 688,500 | | | — | | | $ | 510,000 | | | $ | 22,308 | | | $ | 1,862,495 | |
Richard Robuck(6) Executive Vice President, Chief Financial Officer and Treasurer | 2024 | $ | 467,692 | | | — | | | $ | 1,938,622 | | | $ | 527,472 | | | $ | 31,608 | | | $ | 2,965,394 | |
Michael Lou(7) Executive Vice President, Chief Strategy Officer and Chief Commercial Officer | 2024 | $ | 542,308 | | | — | | | $ | 2,467,285 | | | $ | 671,550 | | | $ | 31,608 | | | $ | 3,712,751 | |
| 2023 | $ | 500,000 | | | — | | | $ | 502,503 | | | $ | 542,500 | | | $ | 23,808 | | | $ | 1,568,811 | |
| 2022 | $ | 458,356 | | | $ | 337,500 | | | — | | | $ | 382,500 | | | $ | 22,308 | | | $ | 1,200,664 | |
Darrin Henke(8) Executive Vice President and Chief Operating Officer | 2024 | $ | 550,000 | | | — | | | $ | 2,582,396 | | | $ | 671,550 | | | $ | 31,608 | | | $ | 3,835,554 | |
Shannon Kinney Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | 2024 | $ | 480,000 | | | — | | | $ | 1,850,432 | | | $ | 527,472 | | | $ | 31,608 | | | $ | 2,889,512 | |
| 2023 | $ | 210,462 | | | $ | 212,700 | | | $ | 3,130,023 | | | $ | 214,455 | | | $ | 9,758 | | | $ | 3,777,398 | |
(1)Reflects the base salary earned by each Named Executive Officer during the fiscal year indicated (or applicable portion thereof).
(2)For 2023, the amount reported for Ms. Kinney reflects the signing bonus she received in connection with her appointment as Executive Vice President, General Counsel and Corporate Secretary. For 2022, amounts reported reflect annual cash incentive award payments earned for the period from July 1, 2022 to December 31, 2022. The 2022 Merger Agreement stipulated that such cash incentive payments would be set at 150% of target for such period. Messrs. Brown and Lou recommended, and the Board approved, a reduction in their payments to 135% of target, taking into account the Company's safety performance for the period.
(3)Amounts reported in this column represent the aggregate grant date fair value, determined in accordance with FASB ASC Topic 718, excluding the effects of estimated forfeitures, of RSUs and PSUs awarded in 2024 under the LTIP. With respect to RSUs, the grant date fair value is based on the closing price of our common stock on February 20, 2024 (March 4, 2024 for Mr. Robuck), which was $163.75 ($160.23 for Mr. Robuck). With respect to Mr. Henke, who received an additional grant of RSUs in 2024, in connection with his appointment as Chief Operating Officer, the grant date fair
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| Executive Compensation Matters | |
value of such additional grant is based on the closing price of our common stock on February 1, 2024, which was $153.42. With respect to PSUs, the grant date fair value was calculated based on the initial number of PSUs originally granted at a weighted average grant date fair value price per unit of $233.35 for Absolute TSR PSUs ($231.94 for Mr. Robuck) and $200.54 for Relative TSR PSUs ($183.97 for Mr. Robuck), computed using a Monte Carlo simulation model and based on the probable outcome of the performance conditions as of the grant date, which was target. If the maximum amount, rather than the probable amount, was reported in the table with respect to the PSUs, the values associated with the 2024 PSUs would be as follows for each Named Executive Officer: Mr. Brown: $9,959,515; Mr. Robuck: $2,880,856; Mr. Lou: $3,692,784; Mr. Henke: $3,490,233; and Ms. Kinney: $2,769,688. The discussion of the assumptions used in calculating the aggregate grant date fair value of the RSU and PSU awards can be found in Note 16 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
The number of PSUs granted was determined by dividing target value by the VWAP of our common stock for the 10-day period prior to the approval date of the PSU awards, which was February 13, 2024 (for Messrs. Brown, Lou, Henke and Ms. Kinney). Using the closing stock price on February 13, 2024 of $155.76, the value of the PSU awards would have been: $3,260,213 for Mr. Brown, $997,331 for Mr. Robuck, $1,208,853 for Mr. Lou, $1,142,344 for Mr. Henke, and $906,677 for Ms. Kinney. For additional information, see "—2024 Long-Term Incentive Awards—PSUs."
(4)The amounts included in this column reflect the amount of the 2024 performance-based cash incentive amounts earned by each of Messrs. Brown, Robuck, Lou, Henke, and Ms. Kinney based upon the Company’s achievement of the performance metrics outlined above. For additional information on the amounts earned by the Named Executive Officers, please see “Compensation Discussion and Analysis—2024 Compensation—Annual Incentive Compensation."
(5)The following items are reported in the “All Other Compensation” column for fiscal year 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Name | Parking | 401(k) Plan
Match | | Total |
| Daniel Brown | | $ | 4,008 | | | $ | 23,000 | | | | $ | 27,008 | |
| Richard Robuck | | $ | 4,008 | | | $ | 27,600 | | | | $ | 31,608 | |
| Michael Lou | | $ | 4,008 | | | $ | 27,600 | | | | $ | 31,608 | |
| Darrin Henke | | $ | 4,008 | | | $ | 27,600 | | | | $ | 31,608 | |
| Shannon Kinney | | $ | 4,008 | | | $ | 27,600 | | | | $ | 31,608 | |
(6)Mr. Robuck was appointed Executive Vice President, Chief Financial Officer and Treasurer on March 4, 2024. Previously, he served as the Company's Senior Vice President, Corporate Planning and Investor Relations.
(7)Mr. Lou served as Executive Vice President and Chief Financial Officer until he was appointed as Executive Vice President, Chief Strategy Officer and Chief Commercial Officer, effective March 4, 2024.
(8)Mr. Henke joined the Company as its Executive Vice President and Chief Operating Officer on January 2, 2024. Unless otherwise noted, compensation presented in the Summary Compensation Table with respect to Mr. Henke reflects compensation by Chord for the period from January 2, 2024 to December 31, 2024.
(9)Ms. Kinney joined the Company as its Executive Vice President, General Counsel and Corporate Secretary on July 18, 2023. Unless otherwise noted, compensation presented in the Summary Compensation Table with respect to Ms. Kinney reflects compensation by Chord for the period from July 18, 2023 to December 31, 2024.
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| Executive Compensation Matters |
Grants of Plan-Based Awards
The following table sets forth information concerning grants of plan-based awards to each of our Named Executive Officers, during fiscal year 2024, under the Company's Annual Incentive Compensation Plan and LTIP.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Grant
Date | | Approval
Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | All Other Stock Awards: Number of Shares of Stock or Units(4) (#) | | Grant Date Fair Value of Stock and Option Awards(5) ($) |
| | Threshold(2) ($) | | Target
($) | | Maximum
($) | | Threshold
(#) | | Target
(#) | | Maximum
(#) | | |
| Brown | | | | | | | $ | 510,000 | | | $ | 1,020,000 | | | $ | 2,040,000 | | | | | | | | | | | |
| | 2/20/2024 | | 2/13/2024 | | | | | | | | | 2,617 | | 5,233 | | 15,699 | | | | $ | 1,221,121 | |
| | 2/20/2024 | | 2/13/2024 | | | | | | | | | 7,849 | | 15,698 | | 31,396 | | | | $ | 3,148,077 | |
| | 2/20/2024 | | 2/13/2024 | | | | | | | | | | | | | | | 10,309 | | $ | 1,688,099 | |
| Robuck | | | | | | | $ | 216,000 | | | $ | 432,000 | | | $ | 864,000 | | | | | | | | | | | |
| | 3/4/2024 | | 3/4/2024 | | | | | | | | | 801 | | 1,601 | | 4,803 | | | | $ | 371,336 | |
| | 3/4/2024 | | 3/4/2024 | | | | | | | | | 2,401 | | 4,802 | | 9,604 | | | | $ | 883,424 | |
| | 3/4/2024 | | 3/4/2024 | | | | | | | | | | | | | | | 4,268 | | $ | 683,862 | |
| Lou | | | | | | | $ | 275,000 | | | $ | 550,000 | | | $ | 1,100,000 | | | | | | | | | | | |
| | 2/20/2024 | | 2/13/2024 | | | | | | | | | 970 | | 1,940 | | 5,820 | | | | $ | 452,699 | |
| | 2/20/2024 | | 2/13/2024 | | | | | | | | | 2,911 | | 5,821 | | 11,642 | | | | $ | 1,167,343 | |
| | 2/20/2024 | | 2/13/2024 | | | | | | | | | | | | | | | 5,174 | | $ | 847,243 | |
| Henke | | | | | | | $ | 275,000 | | | $ | 550,000 | | | $ | 1,100,000 | | | | | | | | | | | |
| | 2/20/2024 | | 2/13/2024 | | | | | | | | | 917 | | 1,834 | | 5,502 | | | | $ | 427,964 | |
| | 2/20/2024 | | 2/13/2024 | | | | | | | | | 2,751 | | 5,501 | | 11,002 | | | | $ | 1,103,171 | |
| | 2/20/2024 | | 2/13/2024 | | | | | | | | | | | | | | | 4,889 | | $ | 800,574 | |
| | 2/1/2024 | | 1/31/2024 | | | | | | | | | | | | | | | 1,634 | | $ | 250,688 | |
| Kinney | | | | | | | $ | 216,000 | | | $ | 432,000 | | | $ | 864,000 | | | | | | | | | | | |
| | 2/20/2024 | | 2/13/2024 | | | | | | | | | 728 | | 1,455 | | 4,365 | | | | $ | 339,524 | |
| | 2/20/2024 | | 2/13/2024 | | | | | | | | | 2,183 | | 4,366 | | 8,732 | | | | $ | 875,558 | |
| | 2/20/2024 | | 2/13/2024 | | | | | | | | | | | | | | | 3,880 | | $ | 635,350 | |
(1)Amounts in these columns reflect performance-based cash incentive amounts granted under our 2024 incentive compensation program during fiscal year 2024 assuming threshold, target and maximum performance achievement.
(2)Threshold payout reflects 50% performance rating, but if threshold performance is not reached, the payout amount would be $0.
(3)Amounts in these columns represent the threshold, target, and maximum payouts of the PSUs granted to the Named Executive Officers in 2024 under our LTIP. For more information regarding the PSUs, see “—2024 Long-Term Incentive Awards” above.
(4)Amounts in this columns reflect the RSUs granted under our LTIP that are scheduled to vest over a three-year period on each of the first three anniversaries of the grant date, in each case subject to the Named Executive Officer’s continued employment through the applicable vesting date.
(5)Amounts set forth in this column reflect the aggregate grant date fair value of RSU and PSU awards granted under our LTIP in 2024, computed in accordance with FASB ASC Topic 718. Please see Note 16 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for more information regarding assumptions underlying the value of the equity awards.
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Outstanding Equity Awards at 2024 Fiscal Year End
The following table sets forth information concerning outstanding equity awards that were held by each of our 2024 Named Executive Officers as of December 31, 2024.
| | | | | | | | | | | | | | | | | | | | |
| Stock Awards |
| Name | Number of Shares of Stock That Have Not Vested (#)(1) | Market Value of Shares of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares that Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($)(4) |
| Daniel Brown | 140,526 | | | $ | 16,430,300 | | 10,466 | | | $ | 1,223,685 | |
| Richard Robuck | 27,481 | | | $ | 3,213,079 | | 3,202 | | | $ | 374,378 | |
| Michael Lou | 88,255 | | | $ | 10,318,775 | | 3,881 | | | $ | 453,767 | |
| Darrin Henke | 6,523 | | | $ | 762,669 | | 3,668 | | | $ | 428,863 | |
| Shannon Kinney | 17,135 | | | $ | 2,003,424 | | 2,911 | | | $ | 340,354 | |
(1)Amounts reflected in this column represent the following unvested RSU awards as of December 31, 2024.
| | | | | | | | | | | | | | |
| Name | | Original Award | Number Unvested
on 12/31/2024 | Remaining
Vesting Dates |
| Daniel Brown | | 2021 RSU | 10,994 | April 13, 2025 |
| | 2023 RSU | 7,347 | January 1, 2026 |
| | 2024 RSU | 10,309 | February 20, 2025, 2026, and 2027 |
| (a) | 2021 4-Year LSU | 111,876 | April 15, 2025 |
| Richard Robuck | | 2021 RSU | 2,444 | February 11, 2021 |
| | 2024 RSU | 4,268 | March 4, 2025, 2026, 2027 |
| (a) | 2021 4-Year LSU | 20,769 | February 11, 2025 |
| Michael Lou | | 2021 RSU | 13,816 | January 18, 2025 |
| | 2023 RSU | 3,673 | January 1, 2026 |
| | 2024 RSU | 5,174 | February 20, 2025, 2026, 2027 |
| (a) | 2021 4-Year LSU | 65,592 | January 15, 2025 |
| Darrin Henke | | 2024 RSU | 1,634 | February 1, 2025, 2026, 2027 |
| | 2024 RSU | 4,889 | February 20, 2025, 2026, 2027 |
| Shannon Kinney | | 2023 RSU | 13,255 | August 1, 2025 and August 1, 2026 |
| | 2024 RSU | 3,880 | February 20, 2025, 2026, 2027 |
(a)In connection with the change in control that occurred at the closing of the 2022 Merger, and pursuant to the terms of the award agreement, the performance periods were deemed satisfied, and the achievement level of the 4-Year performance awards ("LSUs") (for all performance periods) was certified at the maximum level, based on actual performance through the change in control date. The awards now vest on the date representing the end of the original grant cycle, subject to the employee's continued service through the applicable date. Therefore, unvested shares associated with the 2021 LSU awards are reflected in the column titled “Number of Shares of Stock That Have Not Vested" in the table above, rather than in the column relating to "Equity Incentive Plan Awards: Number of Unearned Shares that Have Not Vested."
(2)Amounts reflected in this column represent the market value of our common stock underlying the unvested RSU awards held by our Named Executive Officers, in each case, computed based on the closing price of our common stock on December 31, 2024, the last trading day of 2024, which was $116.92 per share.
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| Executive Compensation Matters |
(3)Amounts reflected in this column represent the following unearned and unvested PSU awards as of December 31, 2024.
| | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Award | Number of
Unvested
PSUs
(Threshold) | Number of
Unvested
PSUs
(Target) | Number of
Unvested
PSUs
(Maximum) | Reported
Performance
Level | Applicable
Performance Period |
| Daniel Brown | | 2024 aTSR PSU | 2,617 | 5,233 | 15,699 | Threshold | January 1, 2024 — December 31, 2026 |
| | 2024 rTSR PSU | 7,849 | 15,698 | 31,396 | Threshold | January 1, 2024 — December 31, 2026 |
| Richard Robuck | | 2024 aTSR PSU | 801 | 1,601 | 4,803 | Threshold | January 1, 2024 — December 31, 2026 |
| | 2024 rTSR PSU | 2,401 | 4,802 | 9,604 | Threshold | January 1, 2024 — December 31, 2026 |
| Michael Lou | | 2024 aTSR PSU | 970 | 1,940 | 5,820 | Threshold | January 1, 2024 — December 31, 2026 |
| | 2024 rTSR PSU | 2,911 | 5,821 | 11,642 | Threshold | January 1, 2024 — December 31, 2026 |
| Darrin Henke | | 2024 aTSR PSU | 917 | 1,834 | 5,502 | Threshold | January 1, 2024 — December 31, 2026 |
| | 2024 rTSR PSU | 2,751 | 5,501 | 11,002 | Threshold | January 1, 2024 — December 31, 2026 |
| Shannon Kinney | | 2024 aTSR PSU | 728 | 1,455 | 4,365 | Threshold | January 1, 2024 — December 31, 2026 |
| | 2024 rTSR PSU | 2,183 | 4,366 | 8,732 | Threshold | January 1, 2024 — December 31, 2026 |
(4)Amounts reflected in this column represent the market value of our common stock underlying the unvested PSU awards held by our Named Executive Officers at threshold levels, computed based on the closing price of our common stock on December 31, 2024, the last trading day of 2024, which was $116.92 per share.
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| Executive Compensation Matters | |
2024 Options Exercised and Stock Vested
The following table sets forth information concerning equity awards held by each of our Named Executive Officers that vested during the fiscal year ended December 31, 2024. None of our Named Executive Officers hold stock option awards.
| | | | | | | | | | | | | | | | | |
| | | Stock Awards |
| Name | | | Number of Shares
Acquired on
Vesting
(#) | Value Realized
on Vesting
($) |
| Daniel Brown | 2021 RSU(1) | | 10,994 | | | $ | 2,057,197 | |
| 2021 Peer rTSR PSU(2)(3) | | 13,400 | | | $ | 1,566,728 | |
| 2021 Index rTSR PSU(4)(5) | | 16,493 | | | $ | 1,928,362 | |
| 2021 3-Year LSU(6)(7) | | 111,876 | | | $ | 20,731,742 | |
| Richard Robuck | 2021 RSU(8) | | 5,000 | | | $ | 780,100 | |
| 2021 Peer rTSR PSU(3)(9) | | 3,809 | | | $ | 445,348 | |
| 2021 Index rTSR PSU(5)(10) | | 4,688 | | | $ | 548,121 | |
| 2021 3-Year LSU(7)(11) | | 20,769 | | | $ | 3,273,194 | |
| Michael Lou | 2021 RSU(12) | | 6,908 | | | $ | 1,043,246 | |
| 2021 Peer rTSR PSU(3)(13) | | 8,419 | | | $ | 984,349 | |
| 2021 Index rTSR PSU(5)(14) | | 10,362 | | | $ | 1,211,525 | |
| 2021 3-Year LSU(7)(15) | | 65,592 | | | $ | 10,337,299 | |
| Shannon Kinney | 2023 RSU(16) | | 6,627 | | | $ | 1,103,992 | |
| Darrin Henke | — | | — | | $ | — | |
(1)Reflects one-third of the award of restricted stock Mr. Brown received on April 13, 2021, which vested pursuant to its terms on April 13, 2024. The value realized by Mr. Brown upon vesting of the restricted stock award was computed based on the closing price of our common stock on April 12, 2024, the last trading day preceding the vesting date, which was $187.12.
(2)Reflects one-half of the award of peer group relative TSR PSUs Mr. Brown received on April 13, 2021, which vested on December 31, 2024. The value realized by Mr. Brown upon vesting of the PSUs was computed based on the closing price of our common stock on December 31, 2024, which was $116.92.
(3)For Messrs. Brown, Lou, and Robuck, as applicable, in connection with the change in control that occurred at the closing of the 2022 Merger, and pursuant to the terms of the award agreement, the performance periods were deemed satisfied, and the achievement level of the Peer Group relative TSR PSUs (for all performance periods) was certified at 121.875% of target, based on actual performance through the change in control date. The awards vested ratably on dates that originally represented the end of a performance cycle, subject to the employee's continued service through the applicable date.
(4)Reflects one-half of the award of index relative TSR PSUs Mr. Brown received on April 13, 2021, which vested on December 31, 2024. The value realized by Mr. Brown upon vesting of the PSUs was computed based on the closing price of our common stock on December 31, 2024, which was $116.92.
(5)For Messrs. Brown, Lou, and Robuck, as applicable, in connection with the change in control that occurred at the closing of the 2022 Merger, and pursuant to the terms of the award agreement, the performance periods were deemed satisfied, and the achievement level of the Index relative TSR PSUs (for all performance periods) was certified at the maximum level, based on actual performance through the change in control date. The awards now vest ratably on dates that originally represented the end of a performance cycle, subject to the employee's continued service through the applicable date.
(6)Reflects the 3-year LSUs Mr. Brown received on April 13, 2021, which vested on April 15, 2024. The value realized by Mr. Brown upon vesting of the PSUs was computed based on the closing price of our common stock on April 15, 2024, the vesting date, which was $185.31.
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| Executive Compensation Matters |
(7)For Messrs. Brown, Lou, and Robuck, as applicable, in connection with the change in control that occurred at the closing of the 2022 Merger, and pursuant to the terms of the award agreement, the performance periods were deemed satisfied, and the achievement level of the 3-year LSUs (for all performance periods) was certified at the maximum level, based on actual performance through the change in control date.
(8)Reflects one-third of the award of restricted stock Mr. Robuck received on February 11, 2021, which vested pursuant to its terms on February 11, 2024. The value realized by Mr. Lou upon vesting of the restricted stock award was computed based on the closing price of our common stock on February 9, 2024, the last trading day preceding the vesting date, which was $156.02.
(9)Reflects one-half of the award of peer group relative TSR PSUs Mr. Robuck received on February 11, 2021, which vested on December 31, 2024. The value realized by Mr. Robuck upon vesting of the PSUs was computed based on the closing price of our common stock on December 31, 2024,, which was $116.92.
(10)Reflects one-half of the award of index relative TSR PSUs Mr. Robuck received on February 11, 2021, which vested on December 31, 2024. The value realized by Mr. Robuck upon vesting of the PSUs was computed based on the closing price of our common stock on December 31, 2024, which was $116.92.
(11)Reflects the 3-year LSUs Mr. Robuck received on February 11, 2021, which vested on January 15, 2024. The value realized by Mr. Robuck upon vesting of the PSUs was computed based on the closing price of our common stock on January 12, 2024, the last trading day preceding the vesting date, which was $157.60.
(12)Reflects one-third of the award of restricted stock Mr. Lou received on January 18, 2021, which vested pursuant to its terms on January 18, 2024. The value realized by Mr. Lou upon vesting of the restricted stock award was computed based on the closing price of our common stock on January 18, 2024, the applicable vesting date, which was $151.02.
(13)Reflects one-half of the award of peer group relative TSR PSUs Mr. Lou received on January 18, 2021, which vested on December 31, 2024. The value realized by Mr. Lou upon vesting of the PSUs was computed based on the closing price of our common stock on December 31, 2024, which was $116.92.
(14)Reflects one-half of the award of index relative TSR PSUs Mr. Lou received on January 18, 2021, which vested on December 31, 2024. The value realized by Mr. Lou upon vesting of the PSUs was computed based on the closing price of our common stock on December 31, 2024, which was $116.92.
(15)Reflects the 3-year LSUs Mr. Lou received on January 18, 2021, which vested on January 15, 2024. The value realized by Mr. Lou upon vesting of the PSUs was computed based on the closing price of our common stock on January 12, 2024, the last trading day preceding the vesting date, which was $157.60.
(16)Reflects one-third of the award of restricted stock Ms. Kinney received on August 1, 2023, which vested pursuant to its terms on August 1, 2024. The value realized by Ms. Kinney upon vesting of the restricted stock award was computed based on the closing price of our common stock on August 1, 2024, which was $166.59.
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Potential Payments Upon a Termination or Change in Control
The following disclosures discuss the payments and benefits that each of our Named Executive Officers who are current officers of the Company would have been eligible to receive upon certain termination events, assuming that each such termination occurred on December 31, 2024. As a result, the payments and benefits disclosed represent what would have been due and payable to such Named Executive Officers under the applicable agreements and plans in existence between each Named Executive Officer and the Company as of December 31, 2024; this disclosure does not reflect any changes to such agreements or plans, or new agreements or plans adopted, after December 31, 2024, unless specifically stated.
Termination of Employment under the Executive Severance Plan
Each of our Named Executive Officers participates in the Executive Severance Plan, and none participate in any other severance plan or agreement, including employment agreements.
Under the Executive Severance Plan, upon any termination of employment, the Named Executive Officers would be entitled to receive (i) accrued but unpaid salary, (ii) any unpaid annual performance bonus earned for the calendar year prior to the year in which the Named Executive Officer terminates, (iii) reimbursement of eligible expenses and (iv) any employee benefits due pursuant to their terms (collectively, the “Accrued Obligations”), payable in a lump sum within 30 days following termination.
Termination due to Death or Disability
If a Named Executive Officer is terminated due to death or “disability,” then the Named Executive Officer would be entitled to receive the following amounts: (i) the Accrued Obligations, (ii) a pro-rata portion of the annual performance bonus for the calendar year of termination, (iii) an amount equal to 12 months’ worth of the Named Executive Officer’s base salary, payable in a lump sum within 60 days following termination, and (iv) an amount equal to the product of 18 and the sum of (A) 100% of the monthly premiums for coverage under the Company's health care plans and (B) 100% of the monthly premium for coverage under the life insurance plans of the Company, in each case based on the plans and levels of participation of the Named Executive Officer immediately prior to date of termination (the "Health Payment"), payable in a lump sum within 60 days following termination.
Under the Executive Severance Plan, “disability” generally means the Named Executive Officer’s absence from the full-time performance of the Named Executive Officer’s duties for 180 consecutive business days, when the Named Executive Officer is disabled as a result of incapacity due to physical or mental illness.
Termination without Cause or for Good Reason
If the Company terminates the employment of a Named Executive Officer for reasons other than for "cause," death, or disability, or if the Named Executive Officer terminates employment for “good reason,” and, in each case, such termination is not within the two-year period beginning on the date of a change in control, then the Named Executive Officer would be entitled to receive the following amounts: (i) the Accrued Obligations; (ii) a pro-rata portion of the annual performance bonus for the calendar year of termination; (iii) an amount equal to the Severance Multiple (as defined below) of the sum of the Named Executive Officer’s (A) annual base salary and (B) target annual bonus opportunity, payable in a lump sum within 60 days following termination; and (iv) an amount equal to the product of 18 and the Health Payment, payable in a lump sum within 60 days following termination.
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Under the Executive Severance Plan:
•“Cause” generally means (i) the Named Executive Officer’s conviction of a felony, (ii) the Named Executive Officer having engaged in grossly negligent or willful misconduct in the performance of his or her duties to the Company, including the willful failure to follow any lawful express directive of the Board or the Chief Executive Officer within the reasonable scope of the Named Executive Officer’s substantive duties, which misconduct has had a material detrimental effect on the Company; (iii) the Named Executive Officer having engaged in conduct that is materially injurious to the Company or his or her refusal to comply with the requirements of any applicable compensation clawback or recoupment policy of the Company; or (iv) the Named Executive Officer committing an act of fraud with respect to the Company or its affiliates.
•“Good Reason” generally means the following actions taken by the Company without the Named Executive Officer’s prior written consent: (i) a material reduction in the Named Executive Officer’s annual base salary or target annual bonus opportunity; (ii) (A) a material diminution in (or the assignment to the Named Executive Officer to duties materially inconsistent with) the Named Executive Officer’s position, authority, duties or responsibilities, (B) a material diminution in such position, authority, duties or responsibilities of the person to whom the Named Executive Officer is required to report, or (C) solely in the case of the Chief Executive Officer, the failure by the Board to nominate the Named Executive Officer for reelection as a director in connection with any meeting of the Company’s stockholders at which the Named Executive Officer’s term is scheduled to expire; (iii) a relocation in the geographic location at which the Named Executive Officer is required to perform services to a location more than 35 miles from the location at which the Named Executive Officer normally performed services immediately before the relocation; or (iv) any other action or inaction that constitutes a material breach by the Company of its obligations under any agreement with the Named Executive Officer.
Termination of Employment in Connection with a Change in Control
If the Company terminates the employment of a Named Executive Officer for reasons other than for cause, death, or disability, or if the Named Executive Officer terminates employment for good reason, and, in each case, such termination is within the two-year period beginning on the date of a “change in control,” then the Named Executive Officer would be entitled to receive the following amounts: (i) the Accrued Obligations; (ii) a pro-rata portion of the annual performance bonus for the calendar year of termination; (iii) an amount equal to the Severance Multiple (as defined below) of the sum of the Named Executive Officer’s (A) annual base salary (as in place on the date of termination or the change in control, whichever is higher) and (B) the greater of (1) target annual bonus opportunity (as in place on the date of termination or the change in control, whichever is higher) or (2) the average of the annual bonuses actually paid to the participant over the three completed fiscal years preceding the date of termination, subject to annualization as needed, payable in a lump sum within 60 days following termination; and (iv) an amount equal to the product of 24 and the Health Payment, payable in a lump sum within 60 days following termination.
Under the Executive Severance Plan, a “change in control” generally means the occurrence of any of the following events: (i) the consummation of an acquisition or a tender offer by a person for beneficial ownership of 50% or more of (A) the then outstanding shares of common stock of the Company (“Outstanding Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (“Outstanding Voting Securities”); (ii) individuals who constitute the incumbent Board cease for any reason to constitute at least a majority of the Board; (iii) the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or an acquisition of assets of another entity, in each case, unless, following such transaction, (A) the Outstanding Stock and Outstanding Voting Securities immediately prior to such transaction represent or are converted into or exchanged for securities which represent or are convertible into more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity resulting from such transaction, and (B) at least a majority of the members of the board of directors of the entity resulting from such transaction were members of the incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such transaction; or (iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
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| Executive Compensation Matters | |
Severance Multiples
Under the Executive Severance Plan, the severance multiples for the Named Executive Officers are as follows:
| | | | | | | | | | | |
| Good Reason | Termination
without Cause | Termination without Cause or for Good Reason Following a Change in Control |
| Chief Executive Officer | 1.5X | 1.5X | 3X |
| Other NEOs | 1.25X | 1.25X | 2.5X |
Additional Terms
Severance amounts, other than the Accrued Obligations, are subject to the Named Executive Officer’s delivery to the Company (and non-revocation) of a release of claims within 60 days of his termination date.
Under the Executive Severance Plan in the event that the Accounting Firm (as defined in the Executive Severance Plan) determines that any payments made would subject the Named Executive Officer to the excise tax under Section 4999 of the Internal Revenue Code, the Accounting Firm will determine whether to reduce any of the payments paid or payable pursuant to the Executive Severance Plan or otherwise to a level at which the excise tax is not triggered; provided that the payments will be reduced only if the Accounting Firm determines that the Named Executive Officer determines that the Named Executive Officer would have a greater Net After-Tax Receipt (as defined in the Executive Severance Plan).
Restrictive Covenants
The Named Executive Officers are subject to certain confidentiality, non-disparagement, non-compete and non-solicitation provisions contained in the Executive Severance Plan. The confidentiality and non-disparagement covenants are perpetual, while the non-compete and non-solicitation covenants apply during the term of employment with the Company and for 12 months following the Named Executive Officer’s termination date, including in the case of a change in control.
Treatment of the 2021 Awards upon a Termination of Employment or Change in Control
As of December 31, 2024, Messrs. Brown, Robuck and Lou held outstanding awards of LSUs and RSUs, which were granted in 2021.
2021 LSUs
Due to the fact that the completion of the 2022 Merger constituted a “change in control” under the award provisions, the performance periods for all LSUs were deemed satisfied, and performance levels were certified immediately prior to the completion of the 2022 Merger. The shares earned in respect of the LSUs under the terms of the Merger Agreement vest at the end of the original grant cycles, subject to the Named Executive Officer's continued service through the applicable vesting date. The remaining LSUs vested on January 15, 2025 for Messrs. Lou and Robuck and will vest on April 15, 2025 for Mr. Brown. However, if Messrs. Brown’s, Robuck's, or Lou’s employment with the Company were terminated as of December 31, 2024 (i.e., prior to the end of the original grant cycles) (i) by the Company without “cause,” (ii) by the Officer for “good reason” or (iii) by reason of the Officer’s death, then the shares earned in respect of the LSUs under the terms of the Merger Agreement would fully vest as of the date of such termination (i.e., without the need for the Named Executive Officer to remain employed through the end of the original grant cycles).
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| Executive Compensation Matters |
2021 RSUs
If Messrs. Brown’s, Lou’s, or Robuck's employment with the Company is terminated prior to the end of the RSU vesting period (i) by the Company without “cause,” (ii) by the Named Executive Officer for “good reason” or (iii) by reason of the Named Executive Officer’s death, then, upon termination, the Named Executive Officer will vest in the number of unvested RSUs that were scheduled to vest within 12 months following his termination, with full vesting of unvested RSUs if any of these types of termination occurs within 18 months following a change in control (which, for the avoidance of doubt, if Messrs. Brown, Lou, or Robuck incurred such terminations of employment on December 31, 2024, such terminations of employment would not have occurred within the 18-month protection period following the 2022 Merger, which was a change in control).
Treatment of 2023 and 2024 Awards upon a Termination of Employment (not in connection with a Change in Control)
2023 and 2024 RSUs
Pursuant to the award agreements governing outstanding RSU awards held by each named Executive Officers, upon a termination of employment without “cause,” for “good reason,” or as a result of death or “disability” (collectively, a “Qualifying Termination”), then any then-unvested outstanding RSUs will become 100% vested as of the date of such Qualifying Termination.
2024 PSUs
Pursuant to the award agreements governing outstanding PSU awards held by each Named Executive Officer, upon a termination of employment without “cause,” for “good reason,” or as a result of death, then the PSUs will remain outstanding until the end of the applicable performance cycle and the Named Executive Officer will earn a pro-rated number of PSUs based on actual performance as of the end of the applicable performance cycle, with the pro-rated number of PSUs earned based on the number of Deemed Service Days (as defined in the applicable award agreement) and the total number of days in the applicable performance cycle.
The definitions of “cause,” “good reason,” and “disability” for purposes of the award agreements governing the RSUs and PSUs are the same definitions as those in the Executive Severance Plan and described above in “—Termination of Employment under the Executive Severance Plan.”
Treatment of 2023 and 2024 Awards upon a Change in Control
2023 and 2024 RSUs
Pursuant to the award agreements governing outstanding RSU awards held by each named Executive Officers, if a “change in control” occurs and the RSU award agreement is substituted, assumed or otherwise continued as part of the change in control transaction, then the vesting of the RSUs will continue as set forth in the applicable award agreement; provided, however, that upon a Qualifying Termination following the change in control, any then-unvested and outstanding RSUs will become 100% vested as of the date of such Qualifying Termination.
If a change in control occurs and the RSU award agreements are not substituted, assumed or otherwise continued as part of the change in control transaction, all unvested and outstanding RSUs will become 100% vested immediately prior to the change in control transaction.
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| Executive Compensation Matters | |
2024 PSUs
Pursuant to the award agreements governing outstanding PSU awards held by each named Executive Officers, if “change in control” occurs prior to the end of the applicable performance cycle but following the Named Executive Officer’s termination without “cause,” due to “good reason,” or as a result of death, then the Named Executive Officer will earn a pro-rated number of PSUs based on actual performance as of the end of the date of the change in control, with the pro-rated number of PSUs earned based on the number of Deemed Service Days (as defined in the applicable award agreement) and the total number of days in the period beginning on the performance period start date and ending of the change in control.
If the change in control occurs prior to the end of the applicable performance cycle and subject to the Named Executive Officer’s satisfaction of the continuous service requirement until immediately prior to the change in control, then, upon the occurrence of such change in control, the PSUs will remain outstanding and the Named Executive Officer will earn (without pro-ration) the number of PSUs the Named Executive Officer would have earned in accordance with the applicable performance goals, subject to the Named Executive Officer’s satisfaction of the continuous service requirement through the end of the applicable performance cycle, based on actual performance through the date of the change in control.
Upon a termination of employment without “cause,” for “good reason,” or as a result of death within the 18 months following a change in control and prior to the end of the applicable performance period, then the Named Executive Officer will immediately earn (without pro-ration) the number of PSUs based on actual performance through the date of the change in control.
The definitions of “cause,” “good reason,” and “change in control” for purposes of the award agreements governing the RSUs and PSUs are the same definitions as those in the Executive Severance Plan and described above in “—Termination of Employment under the Executive Severance Plan.”
Quantification of Payments
The table below discloses the amount of compensation and other benefits due to our Named Executive Officers in the event of their termination of employment on December 31, 2024, including a termination in connection with a change in control, under the Executive Severance Plan and the applicable equity award agreements. The amounts below constitute estimates of the amounts that would be paid to our Named Executive Officers upon their respective terminations, given the Named Executive Officer’s base salary as of December 31, 2024, and, if applicable, the closing price of our common stock on that date, which was $116.92.
The actual amounts to be paid are dependent on various factors, which may or may not exist at the time a Named Executive Officer is actually terminated. Therefore, such amounts and disclosures should be considered “forward-looking statements.”
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| Executive Compensation Matters |
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| Named Executive Officer | | Termination Due to Death or Disability | Termination Without Cause or for Good Reason | Termination Without Cause or for Good Reason Following a Change in Control | Termination Due to Death or Disability Following a Change in Control(6) |
| Daniel Brown | | | | | | | | | |
| Cash Severance | | | $ | 850,000 | | | $ | 2,805,000 | | | $ | 5,610,000 | | | $ | 850,000 | |
Pro-Rata Bonus(1) | | | $ | 1,245,420 | | | $ | 1,020,000 | | | $ | 1,020,000 | | | $ | 1,245,420 | |
Health Payment(2) | | | $ | 38,406 | | | $ | 38,406 | | | $ | 51,208 | | | $ | 38,406 | |
Equity Acceleration(3)(4) | | | $ | 16,430,300 | | | $ | 16,430,300 | | | $ | 16,430,300 | | | $ | 16,430,300 | |
Total(5) | | | $ | 18,564,126 | | | $ | 20,293,706 | | | $ | 23,111,508 | | | $ | 18,564,126 | |
| Richard Robuck | | | | | | | | | |
| Cash Severance | | | $ | 480,000 | | | $ | 1,140,000 | | | $ | 2,518,680 | | | $ | 480,000 | |
Pro-Rata Bonus(1) | | | $ | 527,472 | | | $ | 432,000 | | | $ | 432,000 | | | $ | 527,472 | |
Health Payment(2) | | | $ | 37,160 | | | $ | 37,160 | | | $ | 49,546 | | | $ | 37,160 | |
Equity Acceleration(3)(4) | | | $ | 3,213,079 | | | $ | 3,213,079 | | | $ | 3,213,079 | | | $ | 3,213,079 | |
Total(5) | | | $ | 4,257,711 | | | $ | 4,822,239 | | | $ | 6,213,305 | | | $ | 4,257,711 | |
| Michael Lou | | | | | | | | | |
| Cash Severance | | | $ | 550,000 | | | $ | 1,375,000 | | | $ | 2,892,563 | | | $ | 550,000 | |
Pro-Rata Bonus(1) | | | $ | 671,550 | | | $ | 550,000 | | | $ | 550,000 | | | $ | 671,550 | |
Health Payment(2) | | | $ | 41,915 | | | $ | 41,915 | | | $ | 55,887 | | | $ | 41,915 | |
Equity Acceleration(3)(4) | | | $ | 10,318,775 | | | $ | 10,318,775 | | | $ | 10,318,775 | | | $ | 10,318,775 | |
Total(5) | | | $ | 11,582,240 | | | $ | 12,285,690 | | | $ | 13,817,224 | | | $ | 11,582,240 | |
| Darrin Henke | | | | | | | | | |
| Cash Severance | | | $ | 550,000 | | | $ | 1,375,000 | | | $ | 3,053,875 | | | $ | 550,000 | |
Pro-Rata Bonus(1) | | | $ | 671,550 | | | $ | 550,000 | | | $ | 550,000 | | | $ | 671,550 | |
Health Payment(2) | | | $ | 24,930 | | | $ | 24,930 | | | $ | 33,240 | | | $ | 24,930 | |
Equity Acceleration(3)(4) | | | $ | 762,669 | | | $ | 762,669 | | | $ | 762,669 | | | $ | 762,669 | |
Total(5) | | | $ | 2,009,149 | | | $ | 2,712,599 | | | $ | 4,399,784 | | | $ | 2,009,149 | |
| Shannon Kinney | | | | | | | | | |
| Cash Severance | | | $ | 480,000 | | | $ | 1,140,000 | | | $ | 2,280,000 | | | $ | 480,000 | |
Pro-Rata Bonus(1) | | | $ | 527,472 | | | $ | 432,000 | | | $ | 432,000 | | | $ | 527,472 | |
Health Payment(2) | | | $ | 43,282 | | | $ | 43,282 | | | $ | 57,709 | | | $ | 43,282 | |
Equity Acceleration(3)(4) | | | $ | 2,003,424 | | | $ | 2,003,424 | | | $ | 2,003,424 | | | $ | 2,003,424 | |
Total(5) | | | $ | 3,054,178 | | | $ | 3,618,706 | | | $ | 4,773,133 | | | $ | 3,054,178 | |
(1)For purposes of calculating the pro-rata bonus for terminations due to death or disability, the value of the bonus awards actually awarded to each Named Executive Officer for 2024 service was used, without pro-ration, since December 31, 2024 was the last day of the calendar year to which such bonus related. For purposes of calculating the pro-rata bonus for terminations without cause or for good reason, the value of the bonus is based on target bonus opportunity.
(2)Reflects the 18 and 24 months’ worth of Health Payments that each Named Executive Officer would be entitled to under the Executive Severance Plan, as applicable.
(3)The values reported in the table above only take into account awards that were outstanding on December 31, 2024 and do not include the value of accrued dividends.
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| Executive Compensation Matters | |
(4)As of December 31, 2024, the level of achievement with respect to the PSUs was tracking below threshold performance levels, which would result in a payout amount of $0 for each Named Executive Officer. As a result, if a hypothetical termination occurred on December 31, 2024, none of the Named Executive Officers would be entitled to receive any amounts with respect to such PSUs. Thus, the amounts shown in the table for “Equity Acceleration” do not include any value attributable to the PSUs. However, upon terminations without cause, for good reason, or as a result of death, the PSUs would remain outstanding until the end of the applicable performance period, at which point a certain number of PSUs could hypothetically be earned. For more information regarding the estimated value of PSU awards as of December 31, 2024, please see “Outstanding Equity Awards at 2024 Fiscal Year End” above.
(5)The aggregate total amount of compensation payable in connection with the triggering events has not been reduced to reflect any cut back in benefits or payments that would be made in connection with a change in control pursuant to the terms of the Executive Severance Plan. The Executive Severance Plan provides that excess parachute payments will be paid in full or reduced to fall within the 280G safe harbor amount, whichever will provide a better net after-tax position for a Named Executive Officer. For purposes of this disclosure, we have reflected the maximum amount potentially payable to each Named Executive Officer under each given scenario even though such maximum amounts could be reduced pursuant to the cutback language included in the Executive Severance Plan.
(6)There are no enhanced cash severance payments due upon a termination due to death or disability following a change in control. As a result, the cash severance payments included in this column are equivalent to the payments due upon an ordinary termination due to death or disability under the Executive Severance Plan. However, as described above, there are enhanced equity acceleration terms that apply upon a termination due to death or disability following a change in control.
Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our principal executive officer.
For 2024, our last completed fiscal year:
•The median of the annual total compensation of all employees of the Company (other than the CEO) was $148,697; and
•The annual total compensation of our CEO, calculated as discussed above, was $8,179,724.
•Based on this information, for 2024 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was reasonably estimated to be 55 to 1.
To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps:
•We determined that, as of December 31, 2024, our employee population consisted of approximately 562 individuals with all of these individuals located in the United States. This population consisted of our full-time, part-time and temporary employees. We excluded 224 employees acquired during the fiscal year as a result of the Enerplus acquisition as permissible under the instructions to item 402(u).
•We used a consistently applied compensation measure to identify our median employee of comparing the amount of salary reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2024.
•We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis. Since all of our employees are located in the United States, we did not make any cost of living adjustments in identifying the median employee.
•After we identified our median employee, we combined all of the elements of such employee’s compensation for the 2024 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $148,697.
| | | | | |
| Executive Compensation Matters |
Pay versus Performance
In accordance with Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last five completed fiscal years. In determining the “compensation actually paid” (“CAP”) to our Named Executive Officers ("NEOs"), we are required to make various adjustments to the amounts that are reported above in the Summary Compensation Table (“SCT”) and in prior years, as the SEC’s valuation methods for this Pay Versus Performance section differ from those required in the SCT. The table below (the “PVP Table”) reflects both the SCT totals and the adjusted values of the SCT totals as required by the SEC for the 2020, 2021, 2022, 2023, and 2024 fiscal years. For this purpose, the principal executive officer (“PEO”) is our CEO (or, as applicable, any individuals who previously served in that role in a given fiscal year). Note that for our NEOs other than our PEO (the “non-PEO NEOs”), compensation is reported as an average.
The financial performance metrics that we are required to include in the PVP Table, as reflected below, are: (i) the Company’s cumulative “TSR”, (ii) the peer group cumulative TSR, (iii) the Company’s net income for each fiscal year, and (iv) a Company-Selected Metric (the “CSM”), which is described in more detail below. While the measurement period for the preceding financial performance metrics typically would begin at the close of market on the last trading day before the earliest fiscal year presented, our measurement period has been modified to take into account the Company’s 2020 bankruptcy proceedings. Therefore, our measurement period begins on November 20, 2020, upon our emergence from restructuring.
We selected relative TSR as our CSM because we believe it represents the most important financial performance measure used by us to link CAP to financial performance, other than absolute TSR, which is already required to be disclosed in the PVP Table. Our CSM compares Company TSR to the TSR of the companies included in the Russell 2000 Index and results in a percentile level above which the Company is performing. In connection with the 2022 Merger, we used this measure to determine the number of shares earned under half of our outstanding relative TSR PSU awards (the "Russell 2000 PSUs"), and the Russell 2000 PSUs were earned at the maximum performance level, which was 150% of target. This relative TSR measure was closely linked to 2024 CAP because these earned Russell 2000 PSUs contributed significantly to our Executive Officers' equity holdings, and the value of such equity holdings, driven by the Company's stock price, significantly impacted 2024 CAP.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year | SCT Total for PEO Brown | CAP to PEO Brown(1) | SCT Total for PEO Brooks(2) | CAP to PEO Brooks(1)(2) | SCT Total for PEO Nusz | CAP to PEO Nusz(1) | Average SCT Total for Non-PEO NEOs | Average CAP to Non-PEO NEOs(1) | Value of Initial Fixed $100 Investment Based On:(3) | Net Income (000s)(3) | CSM: Relative TSR (Percentile vs. Russell 2000 Companies)(3) |
| TSR | Peer Group TSR(4) |
| 2024 | $ | 8,179,724 | | $ | (10,798,062) | | — | | — | | — | | — | | $ | 3,350,803 | | $ | (1,130,070) | | $ | 568 | | | $ | 305 | | $ | 848,627 | | 98.3 | % |
| 2023 | $ | 2,985,651 | | $ | 15,015,511 | | — | | — | | — | | — | | $ | 3,373,758 | | $ | 5,631,393 | | $ | 758 | | | $ | 323 | | $ | 1,023,779 | | 99.5 | % |
| 2022 | $ | 1,862,495 | | $ | 25,170,022 | | — | | — | | — | | — | | $ | 1,517,316 | | $ | 10,637,482 | | $ | 576 | | | $ | 323 | | $ | 1,858,470 | | 99.4 | % |
| 2021 | $ | 15,109,345 | | $ | 32,865,277 | | $ | 160,000 | | $ | 1,835,601 | | — | | — | | $ | 4,383,544 | | $ | 16,958,129 | | $ | 431 | | | $ | 204 | | $ | 355,298 | | 98.9 | % |
| 2020 | $ | — | | $ | — | | $ | 622,148 | | $ | 617,653 | | $ | 12,305,823 | | $ | 3,102,795 | | $ | 2,370,324 | | $ | (658,431) | | $ | 120 | | | $ | 109 | | $ | (45,962) | | 79.7 | % |
(1)Amounts represent compensation actually paid to our PEO(s) and the average CAP to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:
| | | | | | | | |
| Year | PEO | Non-PEO |
| 2024 | Daniel Brown | Darrin Henke, Michael Lou, Shannon Kinney, Richard Robuck |
| 2023 | Daniel Brown | Michael Lou, Charles Rimer, Shannon Kinney |
| 2022 | Daniel Brown | Michael Lou, Charles Rimer, Taylor Reid, Nickolas Lorentzatos |
| 2021 | Daniel Brown, Douglas Brooks | Michael Lou, Taylor Reid, Nickolas Lorentzatos |
| 2020 | Douglas Brooks, Thomas Nusz | Michael Lou, Taylor Reid, Nickolas Lorentzatos |
| | | | | |
| Executive Compensation Matters | |
(2)Mr. Brooks was appointed the Company's Board Chair upon the Company's emergence from restructuring in November 2020. He served as our CEO between December 22, 2020, the date of Mr. Nusz's retirement, and April 13, 2021, when Mr. Brown was appointed the Company's CEO. Mr. Brooks did not receive compensation in addition to his regular director compensation during the time that he served in the CEO role. Therefore, Mr. Brooks' compensation set forth in this table reflects only the regular payment he received as a director of the Company and does not reflect any additional payment for service as the Company's CEO.
(3)Amounts for 2020 reflect the period from November 20, 2020, the date the Company emerged from restructuring, through December 31, 2020.
(4)The peer group utilized to determine peer group TSR is the Standard and Poor’s 500 Oil & Gas Exploration & Production Index, which is the same index used by the Company for purposes of Item 229.201(e)(1)(ii) of Regulation S-K as set forth in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024.
The table below details the adjustments to the SCT total compensation that were made to arrive at the CAP for the PEO and the average CAP for the Non-PEO NEOs, as required pursuant to SEC rules. We do not sponsor or maintain any defined benefit pension plans, and therefore, no deduction was made related to pension value:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2024 | | 2023 | | 2022 | | 2021 | | 2020 |
| PEO
Brown | Average for
Non-PEO
NEOs | | PEO
Brown | Average for
Non-PEO
NEOs | | PEO
Brown | Average for
Non-PEO
NEOs | | PEO
Brown | PEO
Brooks | Average for
Non-PEO
NEOs | | PEO
Brooks | PEO
Nusz | Average for
Non-PEO
NEOs |
| Summary Compensation Table Total | $ | 8,179,724 | | $ | 3,350,803 | | | $ | 2,985,651 | | $ | 3,373,758 | | | $ | 1,862,495 | | $ | 1,517,316 | | | $ | 15,109,345 | | $ | 160,000 | | $ | 4,383,544 | | | $ | 622,148 | | $ | 12,305,823 | | $ | 2,370,324 | |
| Add (Subtract) | | | | | | | | | | | | | | | | |
| Deduct amounts reported under the “Stock Awards” column in the SCT | $ | (6,057,296) | | $ | (2,209,684) | | | $ | (1,005,143) | | $ | (1,780,428) | | | $ | — | | $ | — | | | $ | (14,225,450) | | $ | — | | $ | (4,947,826) | | $ | (578,925) | | $ | (3,054,822) | | $ | (1,314,059) | |
Add the year-end fair value of unvested awards granted in the applicable fiscal year(a) | $ | 2,153,080 | | $ | 841,570 | | | $ | 216,149 | | $ | 94,341 | | | $ | — | | $ | 2,591,592 | | | $ | 31,128,052 | | $ | — | | $ | 16,991,577 | | | $ | 574,430 | | $ | — | | $ | — | |
Add/deduct the change in fair value of unvested awards granted in prior fiscal years, determined based on the change in fair value from the prior fiscal year-end to the applicable fiscal year end(b) | $ | (13,729,080) | | $ | (2,110,277) | | | $ | 8,109,123 | | $ | 1,606,146 | | | $ | 13,560,100 | | $ | 1,940,398 | | | $ | — | | $ | 919,003 | | $ | 53,994 | | | $ | — | | $ | — | | $ | (43,092) | |
Add/deduct the change in fair value of awards granted in prior years that vested during the applicable fiscal year, determined based on the change in fair value from the prior fiscal year-end to the vesting date(c) | $ | (7,321,269) | | $ | (2,065,988) | | | $ | 940,029 | | $ | 1,127,402 | | | $ | 286,368 | | $ | 1,089,724 | | | $ | — | | $ | 669,410 | | $ | (20,335) | | | $ | — | | $ | (6,148,206) | | $ | (2,461,712) | |
Add the fair value of awards granted and vested in applicable fiscal year(d) | $ | — | | $ | — | | | $ | — | | $ | 122,485 | | | $ | — | | $ | — | | | $ | — | | $ | — | | $ | — | | | $ | — | | $ | — | | $ | — | |
| Deduct the fair value of awards granted in prior fiscal years that failed to vest in the applicable fiscal year | $ | (1,647,052) | | $ | (507,082) | | | $ | — | | $ | — | | | $ | — | | $ | — | | | $ | — | | $ | — | | $ | — | | | $ | — | | $ | — | | $ | — | |
Add Dividends or other earnings accrued or paid on equity awards during the year(e) | $ | 7,623,831 | | $ | 1,570,588 | | | $ | 3,769,702 | | $ | 1,087,689 | | | $ | 9,461,059 | | $ | 3,498,452 | | | $ | 853,330 | | $ | 87,188 | | $ | 497,175 | | | $ | — | | $ | — | | $ | — | |
| Total Equity Award Related Adjustments | $ | (18,977,786) | | $ | (4,480,873) | | | $ | 12,029,860 | | $ | 2,257,635 | | | $ | 23,307,527 | | $ | 9,120,166 | | | $ | 17,755,932 | | $ | 1,675,601 | | $ | 12,574,585 | | | $ | (4,495) | | $ | (9,203,028) | | $ | (3,818,863) | |
| COMPENSATION ACTUALLY PAID TOTALS | $ | (10,798,062) | | $ | (1,130,070) | | | $ | 15,015,511 | | $ | 5,631,393 | | | $ | 25,170,022 | | $ | 10,637,482 | | | $ | 32,865,277 | | $ | 1,835,601 | | $ | 16,958,129 | | | $ | 617,653 | | $ | 3,102,795 | | $ | (1,448,539) | |
(a)Value at Fiscal Year End of Awards Granted During the Same Fiscal Year. For awards granted in a particular fiscal year, we are required to add or subtract from the PEO’s and non-PEO NEO’s SCT totals the change in fair value of the awards from the date of grant to the applicable fiscal year-end. The following tables disclose related valuation assumptions for the respective awards.
| | | | | |
| Executive Compensation Matters |
For the fiscal year ended December 31, 2024, the amount included represents the market value of the RSUs based on the closing price per share of our common stock as of December 31, 2024, the last trading day of 2024.
| | | | | | | | | | | | | | | | | |
| Award Granted | Grant Date | Close Price Per Share 12/31/24 | PSU Fair Market Value 12/31/24 |
| RSU | February 2024 | | $ | 116.92 | | | |
| Absolute TSR PSU | February 2024 | | | | $ | 65.16 | |
| Relative TSR PSU | February 2024 | | | | $ | 56.43 | |
| RSU | March 2024 | | $ | 116.92 | | | |
| Absolute TSR PSU | March 2024 | | | | $ | 65.16 | |
| Relative TSR PSU | March 2024 | | | | $ | 56.43 | |
For the fiscal year ended December 31, 2023, the amount included represents the market value of the RSUs based on the closing price per share of our common stock as of December 29, 2023, the last trading day of 2023.
| | | | | | | | | | | |
| Award Granted | Grant Date | Close Price Per Share 12/31/23 |
| RSU | January 2023 | | $ | 166.23 | |
| RSU | August 2023 | | $ | 166.23 | |
For the fiscal year ended December 31, 2022, the amount included represents the market value as of December 31, 2022 of outstanding RSU awards, converted from Whiting Petroleum awards in connection with the 2022 Merger on July 1, 2022 (the "Converted Whiting Awards").
| | | | | | | | | | | |
| Award Granted | Grant Date | Close Price Per Share 12/31/22 |
| Converted Whiting Awards | July 2022 | | $ | 136.81 | |
For the fiscal year ended December 31, 2021, the amount included represents (1) for RSUs, the market value of the RSUs based on the closing price per share of our common stock as of December 31, 2021, (2) for PSUs, the fair value of the PSUs determined in accordance with ASC 718 as of December 31, 2021, and (3) for OMP Common Units (received as consideration for OMP GP LLC Class B Units in midstream simplification transaction), the market price of OMP units as of December 31, 2021.
| | | | | | | | | | | | | | | | | |
| Award Granted | Grant Date | Close Price per Share 12/31/21 | PSU Fair Market Value 12/31/21 |
| RSU | January 2021 | | $ | 125.99 | | | |
| Peer PSU | January 2021 | | | | $ | 178.81 | |
| Index PSU | January 2021 | | | | $ | 192.86 | |
| Absolute PSU | January 2021 | | | | $ | 238.15 | |
| RSU | April 2021 | | $ | 125.99 | | | |
| Peer PSU | April 2021 | | | | $ | 178.81 | |
| Index PSU | April 2021 | | | | $ | 192.86 | |
| Absolute PSU | April 2021 | | | | $ | 233.49 | |
| OMP Common Units | March 2021 | | $ | 23.91 | | | |
For the fiscal year ended December 31, 2020, the amount included represents the market value of RSAs granted to Mr. Brooks on December 29, 2020, in his capacity as a director of the Company, based on the closing price per share of our common stock as of December 31, 2020.
| | | | | | | | | | | |
| Award Granted | Grant Date | Close Price Per Share 12/31/20 |
| RSA | December 2020 | | $ | 37.06 | |
(b)Year-Over-Year Change in Value of Awards Granted in Prior Fiscal Years that Remain Outstanding and Unvested as of the Applicable Year End. For awards granted in prior fiscal years that remain outstanding and unvested as of the applicable fiscal year-end, we are required to add or subtract from the PEO’s and non-PEO NEO’s SCT totals the change in fair value of the awards year-over-year, measured as of the last trading day of each fiscal year. The following tables disclose related valuation assumptions for the respective awards.
| | | | | |
| Executive Compensation Matters | |
For the fiscal year ended December 31, 2024, the amounts included represent the change in value of unvested awards based on the closing price per share of our common stock on December 31, 2024, the last trading day of 2024. The performance period for awards originally granted, and identified below, as PSUs ended immediately prior to the closing of the 2022 Merger on July 1, 2022, and shares earned were established at that time, based on performance, in accordance with the terms of the awards. Half of the Absolute PSU awards vested during 2024. The remaining awards remained unvested as of December 31, 2024.
| | | | | | | | | | | |
| Award Granted | Grant Date | Close Price per Share |
| RSU | January 2021 | | $ | 116.92 | |
| Absolute PSU | January 2021 | | $ | 116.92 | |
| RSU | February 2021 | | $ | 116.92 | |
| Absolute PSU | February 2021 | | $ | 116.92 | |
| RSU | April 2021 | | $ | 116.92 | |
| Absolute PSU | April 2021 | | $ | 116.92 | |
| RSU | January 2023 | | $ | 116.92 | |
| RSU | August 2023 | | $ | 116.92 | |
For the fiscal year ended December 31, 2023, the amounts included represent the change in value of unvested awards based on the closing price per share of our common stock on December 29, 2023, the last trading day of 2023. The performance period for awards originally granted, and identified below, as PSUs ended immediately prior to the closing of the 2022 Merger on July 1, 2022, and shares earned were established at that time, based on performance, in accordance with the terms of the awards. Half of the Peer PSU and Index PSU awards vested as of December 31, 2023 (see footnote (c) below). The remaining awards remained unvested as of December 31, 2023.
| | | | | | | | | | | |
| Award Granted | Grant Date | Close Price per Share |
| RSU | January 2021 | | $ | 166.23 | |
| Peer PSU | January 2021 | | $ | 166.23 | |
| Index PSU | January 2021 | | $ | 166.23 | |
| Absolute PSU | January 2021 | | $ | 166.23 | |
| RSU | April 2021 | | $ | 166.23 | |
| Peer PSU | April 2021 | | $ | 166.23 | |
| Index PSU | April 2021 | | $ | 166.23 | |
| Absolute PSU | April 2021 | | $ | 166.23 | |
For the fiscal year ended December 31, 2022, the amounts included represent the change in value of unvested awards based on the closing price per share of our common stock on December 31, 2022. The performance period for awards originally granted, and identified below, as PSUs ended immediately prior to the closing of the 2022 Merger on July 1, 2022, and shares earned were established at that time, based on performance, in accordance with the terms of the awards. These shares remained unvested (for Messrs. Brown and Lou) as of December 31, 2022.
| | | | | | | | | | | |
| Award Granted | Grant Date | Close Price per Share |
| RSU | January 2021 | | $ | 136.81 | |
| Peer PSU | January 2021 | | $ | 136.81 | |
| Index PSU | January 2021 | | $ | 136.81 | |
| Absolute PSU | January 2021 | | $ | 136.81 | |
| RSU | April 2021 | | $ | 136.81 | |
| Peer PSU | April 2021 | | $ | 136.81 | |
| Index PSU | April 2021 | | $ | 136.81 | |
| Absolute PSU | April 2021 | | $ | 136.81 | |
| | | | | |
| Executive Compensation Matters |
For the fiscal year ended December 31, 2021, the amounts included represent the change in market value of unvested phantom units of OMP, granted in January 2019, based on the closing price per unit of OMP's common units at fiscal year-end.
| | | | | | | | | | | | | | |
As of FY Ending December 31, | Award Granted | Grant Date | Close Price Per Share |
| 2021 | OMP Phantom Unit | January 2019 | | $ | 23.91 | |
| 2020 | OMP Phantom Unit | January 2019 | | $ | 11.73 | |
For the fiscal year ended December 31, 2020, the amounts included represent the change in market value of unvested phantom units of OMP, granted in January 2019, based on the closing price per unit of OMP's common units at fiscal year-end.
| | | | | | | | | | | | | | |
As of FY Ending December 31, | Award Granted | Grant Date | Close Price Per Share |
| 2020 | OMP Phantom Unit | January 2019 | | $ | 11.73 | |
| 2019 | OMP Phantom Unit | January 2019 | | $ | 16.59 | |
(c)Change in Value of Awards Granted in Previous Fiscal Years that Vested During the Applicable Fiscal Year. For awards that vested during a particular fiscal year, we are required to add or subtract from the PEO’s and non-PEO NEO’s SCT totals the change in fair value of the awards as of the vesting date measured against the last trading day of the prior fiscal year. The following tables disclose related valuation assumptions for the respective awards.
For the fiscal year ended December 31, 2024, this represents the change in market value of prior year awards from December 31, 2023, based solely on the close price per share on the vesting date, as accrued distribution equivalent rights and dividends are not included. For more information on accrued distribution equivalent rights and dividends, please see footnote "(e)" below.
| | | | | | | | | | | | | | | | | | | | |
As of Fiscal Year Ending December 31, | Award
Granted | Grant Date | Closing Price per Share 12/31/23 | Closing Price per
Share (Vest Date) |
| 2023 | RSU | January 2021 | | $ | 166.23 | | | |
| Peer PSU | January 2021 | | $ | 166.23 | | | |
| Index PSU | January 2021 | | $ | 166.23 | | | |
| RSU | February 2021 | | $ | 166.23 | | | |
| Peer PSU | February 2021 | | $ | 166.23 | | | |
| Index PSU | February 2021 | | $ | 166.23 | | | |
| RSU | April 2021 | | $ | 166.23 | | | |
| Peer PSU | April 2021 | | $ | 166.23 | | | |
| Index PSU | April 2021 | | $ | 166.23 | | | |
| 2024 | RSU | January 2021 | | | | $ | 151.02 | |
| Peer PSU | January 2021 | | | | $ | 116.92 | |
| Index PSU | January 2021 | | | | $ | 116.92 | |
| Absolute PSU | January 2021 | | | | $ | 157.60 | |
| RSU | February 2021 | | | | $ | 156.02 | |
| Peer PSU | February 2021 | | | | $ | 116.92 | |
| Index PSU | February 2021 | | | | $ | 116.92 | |
| Absolute PSU | February 2021 | | | | $ | 157.60 | |
| RSU | April 2021 | | | | $ | 187.12 | |
| Peer PSU | April 2021 | | | | $ | 116.92 | |
| Index PSU | April 2021 | | | | $ | 116.92 | |
| Absolute PSU | April 2021 | | | | $ | 185.31 | |
| | | | | |
| Executive Compensation Matters | |
For the fiscal year ended December 31, 2023, this represents the change in market value of prior year awards from December 31, 2022, based solely on the close price per share on the vesting date, as accrued distribution equivalent rights and dividends are not included. For more information on accrued distribution equivalent rights and dividends, please see footnote "(e)" below. "Vest 1" represents regular vesting dates; "Vest 2" represents, with respect to Converted Whiting Awards, vesting in connection with Mr. Rimer's retirement pursuant to the terms of his employment agreement. In connection with the vesting of Mr. Rimer's awards, Mr. Rimer also received $6.25 per share of Whiting stock originally subject to such converted awards pursuant to the terms of the 2022 Merger Agreement.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
As of Fiscal Year Ending December 31, | Award
Granted | Grant Date | Closing Price per Share 12/31/22 | Closing Price per
Share (Vest 1) | Closing Price per
Share (Vest 2) |
| 2022 | RSU | January 2021 | | $ | 136.81 | | | | | |
| Peer PSU | January 2021 | | $ | 136.81 | | | | | |
| Index PSU | January 2021 | | $ | 136.81 | | | | | |
| RSU | April 2021 | | $ | 136.81 | | | | | |
| Converted Whiting Awards (ALL) | July 2022 | | $ | 136.81 | | | | | |
| 2023 | RSU | January 2021 | | | | $ | 136.04 | | | |
| Peer PSU | January 2021 | | | | $ | 166.23 | | | |
| Index PSU | January 2021 | | | | $ | 166.23 | | | |
| RSU | April 2021 | | | | $ | 142.32 | | | |
| Converted Whiting Award - RSU | July 2022 | | | | $ | 128.37 | | | |
| Converted Whiting Award - RSU | July 2022 | | | | $ | 143.33 | | | $ | 166.23 | |
| Converted Whiting Awards - PSU | July 2022 | | | | | | $ | 166.23 | |
For the fiscal year ended December 31, 2022, this represents the change in market value of prior year awards from December 31, 2021, based on the close price per share on the vesting date, except that the "close price" related to the OMP Restricted Unit vesting is based on the merger exchange ratio, and the value of Crestwood common units that such OMP phantom units would have otherwise been converted into as a result of the merger; accrued distribution equivalent rights and dividends are not included. For more information on accrued distribution equivalent rights and dividends, please see footnote “(e)” below. "Vest 1" represents regular vesting dates; "Vest 2" represents (1) with respect to OMP units, vestings in connection with the closing of the sale of OMP, and (2) with respect to RSU and PSU awards, vestings (for Messrs. Reid and Lorentzatos) in connection with the 2022 Merger in July 2022, which constituted a "change in control" under the terms of the awards.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of Fiscal Year Ending December 31, | Award
Granted | Grant Date | Closing Price/FMV 12/31/21 | Closing Price per
Share (Vest 1) | Closing Price per
Share (Vest 2) | Performance
Unit Payout |
| 2021 | RSU | January 2021 | | $ | 125.99 | | | | | | |
| Peer PSU | January 2021 | | $ | 178.81 | | | | | | |
| Index PSU | January 2021 | | $ | 192.86 | | | | | | |
| Absolute PSU | January 2021 | | $ | 238.15 | | | | | | |
| Absolute PSU | April 2021 | | $ | 233.49 | | | | | | |
| OMP Phantom Units | January 2019 | | $ | 23.91 | | | | | | |
| OMP Restricted Units | March 2021 | | $ | 23.91 | | | | | | |
| 2022 | RSU | January 2021 | | | | $ | 135.50 | | | $ | 108.90 | | |
| Peer PSU | January 2021 | | | | | | $ | 108.90 | | 122 | % |
| Index PSU | January 2021 | | | | | | $ | 108.90 | | 150 | % |
| Absolute PSU | January 2021 | | | | | | $ | 108.90 | | 300 | % |
| RSU | April 2021 | | | | $ | 152.04 | | | | |
| OMP Phantom Units | January 2019 | | | | | | $ | 23.86 | | |
| OMP Restricted Units | March 2021 | | | | | | $ | 27.95 | | |
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| Executive Compensation Matters |
For the fiscal year ended December 31, 2021, this represents change in market value of prior year awards from December 31, 2020, based on the closing price per share on the vesting date, but not including the value of accrued distribution equivalent rights.
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As of Fiscal Year Ending December 31, | Award Granted | Grant Date | Close Price Per Share |
| 2021 | OMP Phantom Unit | January 2019 | | $ | 19.33 | |
| 2020 | OMP Phantom Unit | January 2019 | | $ | 11.73 | |
For the fiscal year ended December 31, 2020, this represents the change in market value of prior year awards from December 31, 2019, based on the closing price per share on the vesting date. "Vest 1" represents regular vesting dates; "Vest 2" represents vestings in connection with the Company's emergence from restructuring in November 2020, which constituted a "change in control" under the terms of the awards.
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As of Fiscal Year Ending December 31, | Award
Granted | Grant Date | Closing Price 12/31/19 | Closing Price per
Share (Vest 1) | Performance
Unit Payout | Closing Price per
Share (Vest 2) | Performance
Unit Payout |
| 2019 | RSU | February 2012 | | $ | 3.26 | | | | | | | |
| | January 2017 | | $ | 3.26 | | | | | | | |
| | January 2018 | | $ | 3.26 | | | | | | | |
| | January 2019 | | $ | 3.26 | | | | | | | |
| PSU | January 2016 | | $ | 3.71 | | | | | | | |
| | January 2017 | | $ | 3.16 | | | | | | | |
| | January 2018 | | $ | 3.37 | | | | | | | |
| | January 2019 | | $ | 3.16 | | | | | | | |
| OMP Phantom
Unit | January 2019 | | $ | 16.59 | | | | | | | |
| 2020 | RSU | February 2012 | | | | ─ | | | $ | 0.12 | | |
| | January 2017 | | | | $ | 3.24 | | | | ─ | |
| | January 2018 | | | | $ | 2.40 | | | | $ | 0.12 | | |
| | January 2019 | | | | $ | 2.97 | | | | $ | 0.12 | | |
| PSU | January 2016 | | | | $ | 1.32 | | 109 | % | | ─ | —% |
| | January 2017 | | | | $ | 1.32 | | 77 | % | | $ | 0.12 | | 20% |
| | January 2018 | | | | $ | 1.32 | | 80 | % | | $ | 0.12 | | 20% |
| | January 2019 | | | | ─ | ─ | | $ | 0.12 | | —% |
| OMP Phantom
Unit | January 2019 | | | | $ | 12.00 | | | | ─ | |
(d)Change in Value of Awards Granted and Vested During the Applicable Fiscal Year. For awards that were granted and vested during a particular fiscal year, we are required to add or subtract from the PEO’s and non-PEO NEO’s SCT totals the change in fair value of the awards as of the vesting date measured against the fair value of the awards on the grant date. The following table discloses related valuation assumptions for the applicable award.
For the fiscal year ended December 31, 2023, this represents the change in market value of awards from the grant date fair value, based on the close price per share on the vesting date. Accrued distribution equivalent rights and dividends are not included. For more information on accrued distribution equivalent rights and dividends, please see footnote “(e)” below.
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As of Fiscal Year Ending December 31, | Award
Granted | Grant Date | Grant Date Fair Value Per Share | Vesting Date | Vesting Date Fair Value
Per Share |
| 2023 | RSU | January 1, 2023 | | $ | 136.81 | | | December 31, 2023 | | $ | 166.23 | |
(e)Dividends or other earnings accrued or paid on the equity awards during the year. In accordance with applicable SEC guidance, we are required to add, to the PEO’s and non-PEO NEO’s SCT totals, the value of any distribution equivalent rights or dividends accrued or paid on the equity awards during the year. Dividends that have been accrued over time and paid on vesting are included in the year they were first accrued.
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| Executive Compensation Matters | |
Narrative to Pay Versus Performance Table
For the fiscal year ending December 31, 2024, the following table identifies the most important financial performance measures we used to link the CAP to our NEOs to our performance. Our goal in setting the total target compensation of our NEOs is the consideration of both short- and long-term performance goals, which aligns the compensation of our NEOs with our shareholders’ interests. The majority of our NEO’s target compensation is weighted toward long-term equity performance, and the financial performance metric for LTIP awards was either absolute or relative TSR. Free Cash Flow generation was the financial performance metric for our 2024 short-term incentive program.
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| Important Financial Performance Measures |
| Absolute TSR |
| Relative TSR |
| Free Cash Flow |
| EBITDA |
The graphs below show, for the past five years, the relationship of our TSR relative to our Peer Group as well as the relationship between the PEO(s) and non-PEO NEO CAP and our TSR, net income, and our CSM.
CAP vs. Company TSR and Peer Group TSR
The following graph compares the CAP to our PEO(s), the average of the CAP to our non-PEO NEOs and the absolute TSR performance of our common stock with the TSR performance of the S&P Oil & Gas Exploration & Production Index. The TSR amounts in the graph assume that $100 was invested beginning on November 20, 2020 (the date the Company emerged from restructuring) and that all dividends were reinvested.
CAP vs. TSR
| | | | | | | | | | | | | | | | | |
| n | CAP PEO Nusz | n | CAP PEO Brooks | n | CAP PEO Brown |
| n | CAP Avg Non-PEO NEO | | Company TSR | | Peer Group TSR |
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| Executive Compensation Matters |
CAP vs. Net Income
The following graph compares the CAP to our PEO(s) and the average of the CAP to our non-PEO NEOs with our net income.
CAP vs. Net Income
| | | | | | | | | | | | | | | | | |
| n | CAP PEO Nusz | n | CAP PEO Brooks | n | CAP PEO Brown |
| n | CAP Avg Non-PEO NEO | | Net Income (in thousands) | | |
CAP vs. Relative TSR (Russell 2000 Percentile Rank)
The following graph compares the CAP to our PEO(s) and the average of the CAP to our non-PEO NEOs with the Company's relative TSR performance versus the Russell 2000 Index. The Company performed better than 79.70%, 98.90%, 99.40% and 99.5% of the Russell 2000 Index companies for fiscal years 2020, 2021, 2022, and 2023, respectively.
CAP vs. Relative TSR (Percentile)
| | | | | | | | | | | | | | | | | |
| n | CAP PEO Nusz | n | CAP PEO Brooks | n | CAP PEO Brown |
| n | CAP Avg Non-PEO NEO | | rTSR Percentile v. Russell 2000 |
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| PROPOSAL 3 | |
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Ratification of Appointment of the Independent Registered Public Accounting Firm |
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The Audit and Reserves Committee of the Board of Directors has appointed PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for 2025. PricewaterhouseCoopers LLP has audited the consolidated financial statements of the Company since its formation on July 1, 2022, and of Oasis, the Company's predecessor, since its inception on February 26, 2007. The Board of Directors is submitting the appointment of PricewaterhouseCoopers LLP for ratification at the Annual Meeting. Although the submission of this matter for approval by shareholders is not required, we value the opinions of our shareholders and believe that shareholder ratification of the appointment is a good corporate governance practice. If the shareholders do not ratify the appointment of PricewaterhouseCoopers LLP, the Audit and Reserves Committee may reconsider the appointment of that firm as the Company’s independent registered public accounting firm. The Audit and Reserves Committee is directly responsible for the appointment, compensation, retention, evaluation, replacement, and oversight of the work of the Company’s independent registered public accounting firm. The shareholders’ ratification of the appointment of PricewaterhouseCoopers LLP does not limit the authority of the Audit and Reserves Committee to change the Company’s independent registered public accounting firm at any time. The Company expects that representatives of PricewaterhouseCoopers LLP will be present at the Annual Meeting to respond to appropriate questions and to make a statement if they desire to do so. |
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| The Board of Directors unanimously recommends that shareholders vote "FOR” the ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for 2025. |
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Audit and All Other Fees
The table below sets forth the aggregate fees billed by PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, for services performed during each of the last two years (in thousands):
| | | | | | | | | | | | | | |
| | 2024 | | 2023 |
Audit Fees(1) | | $ | 2,765 | | | $ | 1,694 | |
Audit-Related Fees(2) | | $ | 350 | | | $ | 140 | |
Tax Fees(3) | | $ | 346 | | | $ | 524 | |
All Other Fees(4) | | $ | 2 | | | $ | 2 | |
| Total | | $ | 3,463 | | | $ | 2,360 | |
(1)Audit fees represent fees for professional services provided in connection with: (a) the annual audits of the Company’s consolidated financial statements and effectiveness of internal control over financial reporting and (b) the review of the Company’s quarterly consolidated financial statements for the years ended December 31, 2024 and 2023.
(2)Audit-related fees represent fees for assurance and related services that are reasonably related to the performance of the audit or review of the consolidated financial statements in connection with reviews of the Company’s other filings with the SEC, including review and preparation of registration statements, comfort letters, consents and research necessary to comply with generally accepted auditing standards for the years ended December 31, 2024 and 2023.
(3)Tax fees represent tax return preparation and consultation on tax matters.
(4)All other fees include any fees billed that are not audit, audit-related, or tax fees. In 2024 and 2023, these fees related to accounting research software.
Pre-Approval Policies and Procedures
The Audit and Reserves Committee's policy is to review and pre-approve the plan and scope of PricewaterhouseCoopers LLP’s audit, tax and other services. For the year ended December 31, 2024, the Audit and Reserves Committee pre-approved each of the services described above.
Audit and Reserves Committee Report
The information contained in this Audit and Reserves Committee Report and references in this proxy statement to the independence of the Audit and Reserves Committee members shall not be deemed to be “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any future filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates such information by reference in such filing.
As of March 19, 2025, the date of this report, the Audit and Reserves Committee consists of four directors who are independent, as defined by the standards of the Nasdaq and the rules of the U.S. Securities and Exchange Commission (the "SEC"). Under the charter approved by the Board of Directors, the Audit and Reserves Committee assists the Board of Directors in overseeing matters relating to the accounting and financial reporting processes of the Company, the adequacy of its internal controls and the integrity of its consolidated financial statements and is responsible for appointing, compensating, retaining and overseeing the independent registered public accounting firm.
Management is primarily responsible for the Company’s financial reporting process, including the Company’s system of internal controls. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements and issuing an opinion on the conformity of those consolidated financial statements with accounting principles generally accepted in the United States ("US GAAP"). The Audit and Reserves Committee does not itself prepare financial statements or perform audits, and its members are not employees of the Company, auditors or certifiers of the Company’s consolidated financial statements. Therefore, the Audit and Reserves Committee has relied, without independent verification, on management’s representation that the consolidated financial statements have been prepared with integrity and objectivity and in conformity with US GAAP and on the representations of the independent registered public accounting firm included in its report on the Company’s consolidated financial statements.
The Audit and Reserves Committee meets regularly with management and the independent registered public accounting firm, including private discussions with the independent registered public accounting firm, and receives the communications described below. The Audit and Reserves Committee has also established procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters, and (b) the confidential, anonymous submission by the Company’s employees of concerns regarding questionable accounting or auditing matters. However, this oversight does not provide the Audit and Reserves Committee with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit and Reserves Committee's considerations and discussions with management and the independent registered public accounting firm do not ensure that the Company’s consolidated financial statements are presented in accordance with US GAAP or that the audit of the Company’s consolidated financial statements has been carried out in accordance with generally accepted auditing standards. For a description of the Audit and Reserves Committee’s responsibilities with respect to the reserve report, please see “Board Structure and Operations—Committees” and "Board's Roles and Responsibilities—Oversight of Risk Management" above.
In this context, the Audit and Reserves Committee hereby reports as follows:
1.The Audit and Reserves Committee reviewed and discussed the Company’s audited consolidated financial statements as of and for the year ended December 31, 2024 with management and the independent registered public accounting firm.
2.The Audit and Reserves Committee reviewed and discussed with the independent registered public accounting firm all matters required to be discussed by the applicable standards of the Public Company Accounting Oversight Board (“PCAOB”), including those described in PCAOB AS 1301 (Communications with Audit Committees).
3.The Audit and Reserves Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit and Reserves Committee concerning independence, and has discussed with the independent registered public accounting firm its independence.
4.Based on such review and discussions referred to in paragraphs (1) through (3) above, the Audit and Reserves Committee recommended to the Board of Directors, and the Board of Directors approved, that the Company’s audited consolidated financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2024, that has been filed with the SEC.
Audit and Reserves Committee of the Board of Directors
Jeffrey Sheets, Chair
Douglas Brooks, Member
Samantha Holroyd, Member
Ward Polzin, Member
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Security Ownership of Certain Beneficial Owners and Management |
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The following table sets forth certain information regarding the beneficial ownership of common stock as of March 5, 2025 by (i) each person who is known by the Company to own beneficially more than five percent of the outstanding shares of common stock, (ii) each named executive officer of the Company, (iii) each director of the Company and (iv) all directors and executive officers as a group.
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| Name of Person or Identity of Group | Number of
CHRD Shares | Percent of Class(1) |
BlackRock, Inc.(2) | 5,932,424 | | 10.0 | % |
The Vanguard Group, inc.(3) | 4,343,891 | | 7.3 | % |
Fidelity Management & Research Company LLC(4) | 3,420,011 | | 5.8 | % |
Douglas Brooks(5) | 25,268 | | * |
Daniel Brown(5) | 226,831 | | * |
Susan Cunningham(5) | 11,651 | | * |
Ian Dundas(5) | 64,694 | | * |
Hilary Foulkes(5) | 2,165 | | * |
Samantha Holroyd(5) | 13,375 | | * |
Kevin McCarthy(5) | 16,744 | | * |
Ward Polzin(5) | 849 | | * |
Jeffrey Sheets(5) | 4,109 | | * |
Anne Taylor(5) | 9,527 | | * |
Marguerite Woung-Chapman(5) | 7,083 | | * |
Darrin Henke(5) | 1,276 | | * |
Shannon Kinney(5) | 3,091 | | * |
Michael Lou(5) | 73,731 | | * |
Richard Robuck(5) | 14,430 | | * |
All directors and executive officers as a group (15 persons)(5) | 474,824 | | * |
* Less than 1%.
(1)Based upon an aggregate of 59,489,481 shares outstanding as of March 5, 2025.
(2)According to a Schedule 13G/A, dated November 12, 2024, filed with the SEC by BlackRock, Inc., it has sole voting power over 5,675,866 shares and sole dispositive power over 5,932,424 of these shares. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.
(3)According to a Schedule 13G/A, dated February 13, 2024, filed with the SEC by Vanguard Group Inc, it has sole dispositive power over 4,268,361 of these shares, shared voting power over 36,090 of these shares and shared dispositive power over 75,530 of these shares. The address of Vanguard Group Inc is 100 Vanguard Blvd., Malvern, PA 19355.
(4)According to a Schedule 13G/A, dated November 12, 2024, filed with the SEC by FMR LLC, it has sole voting power over 3,405,932 shares and sole dispositive power over 3,420,011 shares. The address of FMR LLC is 245 Summer Street, Boston MA 02210.
(5)Executive officer or director of the Company. The mailing address of each person is 1001 Fannin Street, Suite 1500, Houston, Texas 77002.
The Board of Directors of the Company requests your proxy for the Annual Meeting of Shareholders that will be held on Wednesday, April 30, 2025, at 9:00 a.m. Central Time, at the offices of the Company, 1001 Fannin Street, Suite 1500, Houston, Texas 77002. By granting the proxy, you authorize the persons named on the proxy to represent you and vote your shares at the Annual Meeting in accordance with your instructions. You may revoke your proxy at any time before the vote is taken by following the instructions in this proxy statement.
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Shareholders to be held on April 30, 2025:
the proxy statement for 2025 and the annual report for 2024 are available at www.proxyvote.com
The Company is making its proxy materials available, including the proxy statement and the Company's Annual Report on Form 10-K, to its shareholders of record as of the close of business on March 5, 2025, beginning on March 19, 2025.
When and where is the Annual Meeting?
The Annual Meeting will be held at the offices of the Company, 1001 Fannin Street, Suite 1500, Houston, Texas 77002, on Wednesday, April 30, 2025, at 9:00 a.m. Central Time.
Who may vote?
You may vote if you were a holder of record of the Company's common stock as of the close of business on March 5, 2025, the record date for the Annual Meeting. Each share of the Company's common stock is entitled to one vote at the Annual Meeting. On the record date, there were 59,489,481 shares of common stock outstanding and entitled to vote at the Annual Meeting. There are no cumulative voting rights associated with the Company's common stock.
May I attend the Annual Meeting?
Yes, if you were a shareholder of record as of the close of business on March 5, 2024. You must present valid, government‑issued picture identification, such as a driver’s license, before being admitted to the Annual Meeting. If your shares are held in the name of your broker, bank, or other nominee, you must bring to the Annual Meeting an account statement or letter from the nominee indicating that you beneficially owned the shares on March 5, 2025. Cameras, recording devices, cell phones and other electronic devices may not be used during the Annual Meeting.
How can I access the proxy materials over the Internet?
Your Notice of Internet Availability or proxy card, if you received one, will contain instructions on how to view our proxy materials for the Annual Meeting on the Internet. Our proxy materials are also available at http://www.proxyvote.com.
What am I voting on and how does the Board recommend that I vote?
| | | | | | | | |
| Proposal | | Board Vote Recommendation |
| Proposal 1 — Election of Directors | | FOR all nominees |
Proposal 2 — Advisory vote to approve the Company's Named Executive Officer compensation | | FOR |
Proposal 3 — Ratification of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2025 | | FOR |
A proxy that is properly completed and submitted, unless revoked as described below, will be voted at the Annual Meeting in accordance with the instructions on the proxy. If you properly complete and submit a proxy, but do not indicate any specific voting instructions, your shares will be voted in accordance with the Board of Director’s recommendations on all matters presented in this proxy statement. If any other business properly comes before the shareholders for a vote at the meeting, your shares will be voted in accordance with the discretion of the holders of the proxy. The Board of Directors knows of no matters, other than those previously stated, to be presented for consideration at the Annual Meeting.
What is the effect of an “advisory” vote?
An advisory vote is not binding on our Board of Directors or the Compensation and Human Resources Committee and will not overrule any decisions made by our Board of Directors or the Compensation and Human Resources Committee or require them to take any specific action. Although the vote is non-binding, our Board of Directors and the Compensation and Human Resources Committee value the opinions of our shareholders, and will carefully consider the outcome of the vote when making future compensation decisions for our Named Executive Officers. To the extent there is any significant vote against our Named Executive Officers’ compensation as disclosed in this proxy statement, we will consider our shareholders’ concerns, and the Compensation and Human Resources Committee will evaluate whether any actions are necessary to address those concerns.
Why should I vote?
Your vote is very important regardless of the amount of stock you hold. The Board of Directors strongly encourages you to exercise your right to vote as a shareholder of the Company.
How do I vote?
You may vote by any of the four methods listed below. If your stock is held in street name (in the name of a bank, broker, or other holder of record), please see “How do beneficial owners vote?” below.
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| Internet. Vote on the Internet at http://www.proxyvote.com. This website also allows electronic proxy voting using smartphones, tablets and other web-connected mobile devices (additional charges may apply pursuant to your service provider plan). Simply follow the instructions on the Notice of Internet Availability to access the proxy materials, or on the proxy card, if you received one by mail. If you vote on the Internet, you can request electronic delivery of future proxy materials. Internet voting facilities for shareholders of record will be available 24 hours a day and will close at 11:59 p.m. (Eastern Time) on Tuesday, April 29, 2025. |
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| Telephone. Vote by telephone by following the instructions on the Notice of Internet Availability to access the proxy materials, or on the proxy card, if you received one by mail. Easy-to-follow voice prompts allow you to vote your stock and confirm that your vote has been properly recorded. Telephone voting facilities for shareholders of record will be available 24 hours a day and will close at 11:59 p.m. (Eastern Time) on Tuesday, April 29, 2025. |
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| Mail. If you received a proxy card by mail, vote by mail by completing, signing, dating and returning your proxy card in the pre-addressed, postage-paid envelope provided. If you vote by mail and your proxy card is returned unsigned, then your vote cannot be counted. If you vote by mail and the returned proxy card is signed without indicating how you want to vote, then your proxy will be voted as recommended by the Board of Directors. If mailed, your completed and signed proxy card must be received by Tuesday, April 29, 2025. |
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| Meeting. You may attend and vote at the Annual Meeting. The Board of Directors recommends that you vote using one of the first three methods discussed above, as it is not practical for most shareholders to attend and vote at the Annual Meeting. Using one of the first three methods discussed above to vote will not limit your right to vote at the Annual Meeting if you later decide to attend in person. |
If I vote by telephone or Internet and received a proxy card in the mail, do I need to return my proxy card?
No.
If I vote by mail, telephone or Internet, may I still attend the Annual Meeting?
Yes.
How do beneficial owners vote?
If your shares are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and the proxy materials will be forwarded to you by your broker or nominee. The broker or nominee is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker how to vote. Beneficial owners that receive the proxy materials by mail from the shareholder of record should follow the instructions included in those materials (usually a voting instruction card) to transmit voting instructions.
Can I revoke my proxy?
Yes. You may revoke your proxy before the voting polls are closed at the Annual Meeting by the following methods:
•voting at a later time by Internet or telephone until 11:59 p.m. (Eastern Time) on Tuesday, April 29, 2025;
•voting in person at the Annual Meeting;
•delivering to the Company's Corporate Secretary a proxy with a later date or a written revocation of your most recent proxy; or
•giving notice to the inspector of elections at the Annual Meeting.
If you are a street name shareholder (for example, if your shares are held in the name of a bank, broker, or other holder of record) and you vote by proxy, you may later revoke your proxy by informing the holder of record in accordance with that entity’s procedures.
How many votes must be present to hold the Annual Meeting?
Your stock is counted as present at the Annual Meeting if you attend the Annual Meeting and vote in person or if you properly return a proxy by Internet, telephone or mail. In order for us to hold our Annual Meeting, holders of a majority of the voting power of the outstanding shares of the Company entitled to vote at the meeting must be present in person or by proxy at the Annual Meeting. This is referred to as a quorum. Abstentions and broker non-votes will be counted as present for purposes of determining a quorum.
If a quorum is not present, the person presiding over the Annual Meeting in accordance with our Bylaws or, in the absence of such person, the holders of a majority of the voting power of shares of stock who are present in person or by proxy at the Annual Meeting have the power to adjourn the Annual Meeting from time to time, without notice other than as required by applicable law. At any adjourned Annual Meeting at which a quorum is present, any business may be transacted that might have been transacted at the Annual Meeting as originally notified.
What is a broker non-vote?
The Nasdaq permits brokers to vote their customers’ stock held in street name on routine matters (“Discretionary Items”) when the brokers have not received voting instructions from their customers. The Nasdaq does not, however, allow brokers to vote their customers’ stock held in street name on non-routine matters unless they have received voting instructions from their customers. In such cases, the uninstructed shares for which the broker is unable to vote are called broker non-votes.
What Discretionary Items will be voted on at the Annual Meeting?
Proposal 3, the ratification of the independent registered public accounting firm is the only Discretionary Item on which brokers may vote in their discretion on behalf of customers who have not provided voting instructions.
What non-routine matters will be voted on at the Annual Meeting?
Proposal 1, the election of directors, and Proposal 2, the advisory vote to approve our Named Executive Officer compensation, are non-routine matters on which brokers are not allowed to vote unless they have received voting instructions from their customers.
How many votes are needed to approve each of the proposals or, with respect to the advisory vote, to be considered the recommendation of the shareholders?
The Board of Directors recommends a vote FOR each of the following three Proposals:
| | | | | | | | |
| Proposal | Vote Required | Page
Number |
Proposal 1 — Election of Directors
| Majority of votes cast Director Resignation Policy - Directors required to submit resignation to the Board of Directors if more “against” votes than “for” votes are received Effect of Abstentions - None Effect of Broker Non-vote - None | |
Proposal 2 — Advisory vote to approve the Company's Named Executive Officer compensation | Majority voting power of shares present and entitled to vote thereon Effect of Abstentions - Vote against Effect of Broker Non-vote - None | |
Proposal 3 — Ratification of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2025 | Majority voting power of shares present and entitled to vote thereon Effect of Abstentions - Vote against No Broker Non-votes - Discretionary Item | |
Each of Proposals 2 and 3 will be approved if it receives the affirmative vote of a majority of the voting power of the shares entitled to vote on the proposals and present in person or by proxy at the Annual Meeting. Both abstentions and broker non-votes are counted in determining that a quorum is present for the meeting.
Could other matters be decided at the Annual Meeting?
We are not aware of any matters that will be considered at the Annual Meeting other than those set forth in this proxy statement. However, if any other matters arise at the Annual Meeting, the persons named in your proxy will vote in accordance with their best judgment.
What is the Director Resignation Policy?
The Company’s Bylaws provide for the election of directors by a majority of votes cast and require a director nominee in an uncontested election who receives more votes “against” than votes “for” his or her election to tender his or her resignation to the Board of Directors for its consideration. In such event, the Nominating and Governance Committee would determine whether to accept such director’s resignation, subject to the Board of Directors’ final approval. The Board of Directors will promptly disclose its decision within 90 days after the date of the certification of the election results. The Company believes that this majority vote standard provides for accountability while preserving the ability of the Board of Directors to exercise its judgment in the best interest of all shareholders. Abstentions will not be taken into account in director elections.
Where can I find the voting results of the Annual Meeting?
We will announce the preliminary voting results at the Annual Meeting and disclose the final voting results in a current report on Form 8-K filed with the SEC within four business days of the date of the Annual Meeting unless only preliminary voting results are available at that time. To the extent necessary, we will file
an amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known. You may access or obtain a copy of these and other reports free of charge on the Company’s website at www.chordenergy.com. Also, the referenced Form 8-K, any amendments thereto and other reports filed with or furnished to the SEC by the Company are available to you over the Internet at the SEC’s website at www.sec.gov.
Who pays for the proxy solicitation related to the Annual Meeting?
The Company will bear all costs of solicitation. Solicitation of proxies may be made via the Internet, by mail, personal interview or telephone by officers, directors and regular employees of the Company. None of our officers or employees will receive any extra compensation for soliciting you. The Company may also request banking institutions, brokerage firms, custodians, nominees and fiduciaries to forward solicitation material to the beneficial owners of the common stock that those companies or persons hold of record, and the Company will reimburse the forwarding expenses. In addition, the Company has retained Broadridge Financial Solutions, Inc., an independent third party (“Broadridge”), to tabulate votes for a fee estimated not to exceed $10,000.
Who will tabulate and certify the vote?
Broadridge will tabulate and certify the vote, and will have a representative to act as the independent inspector of elections for the Annual Meeting.
If I want to submit a shareholder proposal or director nomination for the 2026 Annual Meeting, when is that proposal or nomination due?
If you are an eligible shareholder and want to submit a proposal for possible inclusion in the proxy materials relating to the 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”), your proposal must be delivered to the attention of our Corporate Secretary and must be received at our principal executive office, 1001 Fannin Street, Suite 1500, Houston, Texas 77002, no later than November 19, 2025, unless the Company notifies the shareholders otherwise. We will only consider proposals that are timely and meet the requirements of SEC Rule 14a-8 as well as the procedures set forth in our Bylaws.
If you are an eligible shareholder and want to submit a director nominee for possible inclusion in the proxy materials relating to the 2026 Annual Meeting under the proxy access provisions of Section 3.13 of our Bylaws, your proposal must be delivered to the attention of our Corporate Secretary and must be received at our principal executive office no later than November 19, 2025.
If you intend to solicit proxies in support of a director nominee other than the Company's nominees, to comply with Rule 14a-19 (the SEC's universal proxy rule), you must provide proper written notice in accordance with the procedures set forth in Section 3.12 of our Bylaws that sets forth all the information required by Rule 14a-19 and deliver such notice to our principal executive offices no earlier than the close of business on the 120th day (December 31, 2025), and no later than the close of business on the 90th day (January 30, 2026), prior to the first anniversary date of the Annual Meeting. Provided, however, that in the event that the date of the 2026 Annual Meeting is more than 30 days before or more than 60 days after the first anniversary date of the Annual Meeting, such notice must be received not earlier than the close of business on the 120th day prior to the date of the 2026 Annual Meeting and not later than the close of business on the later of the 90th day prior to the 2026 Annual Meeting and the 10th day following the Company's first public announcement of the date of the 2026 Annual Meeting. Finally, in the event that the date of the 2026 Annual Meeting is more than 30 days, but not more than 60 days, after the first anniversary date of the Annual Meeting, such notice must be received by the later of 60 days prior to the 2026 Annual Meeting and 10 days following the Company's first public announcement of the date of the 2026 Annual Meeting, unless our Bylaws provide for an earlier date.
Any shareholder of the Company who desires to submit a proposal or director nomination at the 2026 Annual Meeting not included in the Company’s proxy materials must submit such proposal or director nomination to the Company at its principal executive offices so that it is received no earlier than the close of business on the 120th day (December 31, 2025), and no later than the close of business on the 90th day (January 30, 2026), prior to the first anniversary date of the Annual Meeting; provided, however, that if the date of the 2026 Annual Meeting is more than 30 days before or more than 60 days after the first
anniversary date of the Annual Meeting, such notice must be received not earlier than the close of business on the 120th day prior to the date of the 2026 Annual Meeting and not later than the close of business on the later of the 90th day prior to the 2026 Annual Meeting and the 10th day following the Company's first public announcement of the date of the 2026 Annual Meeting. In addition to being proper for shareholder action and in compliance with applicable law, such director nomination must be submitted in accordance with, and include the information and materials required by, the Bylaws and, to the extent applicable, the Amended and Restated Certificate of Incorporation.
How can I obtain a copy of the Annual Report on Form 10-K?
Shareholders may request a free copy of our Annual Report on Form 10-K by submitting such request to Investor Relations, Chord Energy Corporation, 1001 Fannin Street, Suite 1500, Houston, Texas, 77002, or by calling (281) 404-9500. Alternatively, shareholders can access our Annual Report on Form 10-K on the Company’s website at www.chordenergy.com and at www.proxyvote.com. Also, our Annual Report on Form 10-K and other reports filed by the Company with the SEC are available to you over the Internet at the SEC’s website at www.sec.gov.
Will I get more than one copy of the proxy statement and annual report if there are multiple shareholders at my address?
One copy of this proxy statement and our Annual Report on Form 10-K (the “Proxy Materials”) will be sent to shareholders who share an address, unless they have notified the Company that they want to continue receiving multiple packages. A copy of the Proxy Materials will also be promptly sent upon written or oral request to any shareholder of a shared address to which a single copy of the Proxy Materials was delivered. If two or more shareholders with a shared address are currently receiving only one copy of the Proxy Materials, then the shareholders may request to receive multiple packages in the future, or if a shareholder is currently receiving multiple packages of the Proxy Materials, then the shareholder may request to receive a single copy in the future. Such requests may be made by writing to Investor Relations, Chord Energy Corporation, 1001 Fannin Street, Suite 1500, Houston, Texas 77002 or by calling (281) 404-9500.
*****
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO VOTE BY INTERNET, BY PHONE OR IF YOU HAVE RECEIVED PAPER COPIES OF THE PROXY MATERIAL, BY COMPLETING, SIGNING AND RETURNING THE PROXY IN THE ENCLOSED POSTAGE-PAID, ADDRESSED ENVELOPE.
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. All statements, other than statements of historical facts, included in this proxy statement that address activities, events or developments that Chord expects, believes or anticipates will or may occur in the future, including any statements regarding the results, effects, benefits and synergies of the Arrangement between Chord and Enerplus, future opportunities for Chord, future financial performance and condition, guidance and statements regarding Chord’s future expectations, beliefs, plans, objectives, assumptions or future events or performance are forward-looking statements. The words “anticipate,” "believe," "goal," "target," “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “likely,” “plan,” “positioned,” “strategy” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include, but are not limited to, incurring significant transaction and other costs in connection with the Arrangement in excess of those anticipated, the ability of Chord to realize the anticipated benefits or synergies of the Arrangement in the timeframe expected or at all, changes in crude oil, natural gas liquids, and natural gas prices, war and political instability in Ukraine, Israel and the Red Sea Region and the effect on commodity prices due to the ongoing conflicts in Ukraine, Israel and the Red Sea Region, inflationary pressures and the impact of associated monetary policy responses, including elevated interest rates, changes in trade policies and regulations, including the potential for increases or changes in duties, current and potentially new tariffs or quotas, developments in the global economy (including in connection with the recent elections in the United States), the impact of pandemics, weather and environmental conditions, the timing of planned capital expenditures, our ability to pursue capital management activities such as share repurchases, paying dividends on our common stock or additional means to return capital to shareholders, availability of acquisitions, uncertainties in estimating proved reserves and forecasting production results, operational factors affecting the commencement or maintenance of producing wells, the condition of the capital markets generally, as well as Chord’s ability to access them, the proximity to and capacity of transportation facilities, the availability of midstream service providers, uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting Chord’s business, as well as those factors discussed under “Item 1A. Risk Factors,” “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in our Annual Report on Form 10-K filed with the SEC on February 27, 2025. All forward-looking statements speak only as of the date of this proxy statement. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this proxy statement are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved, and we disclaim any obligation to update or revise these statements unless required by securities law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf, and you should not place undue reliance on these forward-looking statements.
NOTE REGARDING CERTAIN VOLUNTARY DISCLOSURES
We have included in this proxy statement certain voluntary disclosures regarding our environmental, health and safety efforts, community involvement and related matters because we believe these matters are of interest to some of our investors; however, we do not believe these disclosures are “material” as that concept is defined by or construed in accordance with the securities laws or any other laws of the U.S. or any other jurisdiction (collectively, “Applicable Law”), or as that concept is used in the context of financial statements and financial reporting, and nothing in these voluntary disclosures or other sustainability reports or statements we may issue from time to time should be construed to indicate otherwise. In addition, although our voluntary disclosures or other sustainability reports or statements may describe potential future events that may be significant, the significance of those potential events should not be read as equating to materiality as the concept is defined by or construed in accordance with Applicable Law, or as the concept is used in the context of financial statements and financial reporting. Moreover, while we may use the terms “material,” “materiality” and similar terms in our voluntary disclosures or other sustainability reports or statements, we are using such terms to refer to the topics that may reflect significant environmental or social impacts or to topics that substantively influence assessments by certain third parties promulgating various environmental or social ratings or scores, and are not using “material,” “materiality” and similar terms in these contexts as those concepts are defined by or construed in accordance with Applicable Law, or as those concepts are used in the context of financial statements and financial reporting.
The information on any website referenced in this proxy statement is not deemed to be part of or incorporated by reference into this proxy statement.
v3.25.1
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Pay vs Performance Disclosure
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year | SCT Total for PEO Brown | CAP to PEO Brown(1) | SCT Total for PEO Brooks(2) | CAP to PEO Brooks(1)(2) | SCT Total for PEO Nusz | CAP to PEO Nusz(1) | Average SCT Total for Non-PEO NEOs | Average CAP to Non-PEO NEOs(1) | Value of Initial Fixed $100 Investment Based On:(3) | Net Income (000s)(3) | CSM: Relative TSR (Percentile vs. Russell 2000 Companies)(3) | | TSR | Peer Group TSR(4) | | 2024 | $ | 8,179,724 | | $ | (10,798,062) | | — | | — | | — | | — | | $ | 3,350,803 | | $ | (1,130,070) | | $ | 568 | | | $ | 305 | | $ | 848,627 | | 98.3 | % | | 2023 | $ | 2,985,651 | | $ | 15,015,511 | | — | | — | | — | | — | | $ | 3,373,758 | | $ | 5,631,393 | | $ | 758 | | | $ | 323 | | $ | 1,023,779 | | 99.5 | % | | 2022 | $ | 1,862,495 | | $ | 25,170,022 | | — | | — | | — | | — | | $ | 1,517,316 | | $ | 10,637,482 | | $ | 576 | | | $ | 323 | | $ | 1,858,470 | | 99.4 | % | | 2021 | $ | 15,109,345 | | $ | 32,865,277 | | $ | 160,000 | | $ | 1,835,601 | | — | | — | | $ | 4,383,544 | | $ | 16,958,129 | | $ | 431 | | | $ | 204 | | $ | 355,298 | | 98.9 | % | | 2020 | $ | — | | $ | — | | $ | 622,148 | | $ | 617,653 | | $ | 12,305,823 | | $ | 3,102,795 | | $ | 2,370,324 | | $ | (658,431) | | $ | 120 | | | $ | 109 | | $ | (45,962) | | 79.7 | % |
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Amounts represent compensation actually paid to our PEO(s) and the average CAP to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year: | | | | | | | | | | Year | PEO | Non-PEO | | 2024 | Daniel Brown | Darrin Henke, Michael Lou, Shannon Kinney, Richard Robuck | | 2023 | Daniel Brown | Michael Lou, Charles Rimer, Shannon Kinney | | 2022 | Daniel Brown | Michael Lou, Charles Rimer, Taylor Reid, Nickolas Lorentzatos | | 2021 | Daniel Brown, Douglas Brooks | Michael Lou, Taylor Reid, Nickolas Lorentzatos | | 2020 | Douglas Brooks, Thomas Nusz | Michael Lou, Taylor Reid, Nickolas Lorentzatos |
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The peer group utilized to determine peer group TSR is the Standard and Poor’s 500 Oil & Gas Exploration & Production Index, which is the same index used by the Company for purposes of Item 229.201(e)(1)(ii) of Regulation S-K as set forth in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024.
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5,631,393
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10,637,482
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16,958,129
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The table below details the adjustments to the SCT total compensation that were made to arrive at the CAP for the PEO and the average CAP for the Non-PEO NEOs, as required pursuant to SEC rules. We do not sponsor or maintain any defined benefit pension plans, and therefore, no deduction was made related to pension value: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | PEO
Brown | Average for
Non-PEO
NEOs | | PEO
Brown | Average for
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NEOs | | PEO
Brown | Average for
Non-PEO
NEOs | | PEO
Brown | PEO
Brooks | Average for
Non-PEO
NEOs | | PEO
Brooks | PEO
Nusz | Average for
Non-PEO
NEOs | | Summary Compensation Table Total | $ | 8,179,724 | | $ | 3,350,803 | | | $ | 2,985,651 | | $ | 3,373,758 | | | $ | 1,862,495 | | $ | 1,517,316 | | | $ | 15,109,345 | | $ | 160,000 | | $ | 4,383,544 | | | $ | 622,148 | | $ | 12,305,823 | | $ | 2,370,324 | | | Add (Subtract) | | | | | | | | | | | | | | | | | | Deduct amounts reported under the “Stock Awards” column in the SCT | $ | (6,057,296) | | $ | (2,209,684) | | | $ | (1,005,143) | | $ | (1,780,428) | | | $ | — | | $ | — | | | $ | (14,225,450) | | $ | — | | $ | (4,947,826) | | $ | (578,925) | | $ | (3,054,822) | | $ | (1,314,059) | | Add the year-end fair value of unvested awards granted in the applicable fiscal year(a) | $ | 2,153,080 | | $ | 841,570 | | | $ | 216,149 | | $ | 94,341 | | | $ | — | | $ | 2,591,592 | | | $ | 31,128,052 | | $ | — | | $ | 16,991,577 | | | $ | 574,430 | | $ | — | | $ | — | | Add/deduct the change in fair value of unvested awards granted in prior fiscal years, determined based on the change in fair value from the prior fiscal year-end to the applicable fiscal year end(b) | $ | (13,729,080) | | $ | (2,110,277) | | | $ | 8,109,123 | | $ | 1,606,146 | | | $ | 13,560,100 | | $ | 1,940,398 | | | $ | — | | $ | 919,003 | | $ | 53,994 | | | $ | — | | $ | — | | $ | (43,092) | | Add/deduct the change in fair value of awards granted in prior years that vested during the applicable fiscal year, determined based on the change in fair value from the prior fiscal year-end to the vesting date(c) | $ | (7,321,269) | | $ | (2,065,988) | | | $ | 940,029 | | $ | 1,127,402 | | | $ | 286,368 | | $ | 1,089,724 | | | $ | — | | $ | 669,410 | | $ | (20,335) | | | $ | — | | $ | (6,148,206) | | $ | (2,461,712) | | Add the fair value of awards granted and vested in applicable fiscal year(d) | $ | — | | $ | — | | | $ | — | | $ | 122,485 | | | $ | — | | $ | — | | | $ | — | | $ | — | | $ | — | | | $ | — | | $ | — | | $ | — | | | Deduct the fair value of awards granted in prior fiscal years that failed to vest in the applicable fiscal year | $ | (1,647,052) | | $ | (507,082) | | | $ | — | | $ | — | | | $ | — | | $ | — | | | $ | — | | $ | — | | $ | — | | | $ | — | | $ | — | | $ | — | | Add Dividends or other earnings accrued or paid on equity awards during the year(e) | $ | 7,623,831 | | $ | 1,570,588 | | | $ | 3,769,702 | | $ | 1,087,689 | | | $ | 9,461,059 | | $ | 3,498,452 | | | $ | 853,330 | | $ | 87,188 | | $ | 497,175 | | | $ | — | | $ | — | | $ | — | | | Total Equity Award Related Adjustments | $ | (18,977,786) | | $ | (4,480,873) | | | $ | 12,029,860 | | $ | 2,257,635 | | | $ | 23,307,527 | | $ | 9,120,166 | | | $ | 17,755,932 | | $ | 1,675,601 | | $ | 12,574,585 | | | $ | (4,495) | | $ | (9,203,028) | | $ | (3,818,863) | | | COMPENSATION ACTUALLY PAID TOTALS | $ | (10,798,062) | | $ | (1,130,070) | | | $ | 15,015,511 | | $ | 5,631,393 | | | $ | 25,170,022 | | $ | 10,637,482 | | | $ | 32,865,277 | | $ | 1,835,601 | | $ | 16,958,129 | | | $ | 617,653 | | $ | 3,102,795 | | $ | (1,448,539) | |
(a)Value at Fiscal Year End of Awards Granted During the Same Fiscal Year. For awards granted in a particular fiscal year, we are required to add or subtract from the PEO’s and non-PEO NEO’s SCT totals the change in fair value of the awards from the date of grant to the applicable fiscal year-end. The following tables disclose related valuation assumptions for the respective awards. For the fiscal year ended December 31, 2024, the amount included represents the market value of the RSUs based on the closing price per share of our common stock as of December 31, 2024, the last trading day of 2024. | | | | | | | | | | | | | | | | | | | Award Granted | Grant Date | Close Price Per Share 12/31/24 | PSU Fair Market Value 12/31/24 | | RSU | February 2024 | | $ | 116.92 | | | | | Absolute TSR PSU | February 2024 | | | | $ | 65.16 | | | Relative TSR PSU | February 2024 | | | | $ | 56.43 | | | RSU | March 2024 | | $ | 116.92 | | | | | Absolute TSR PSU | March 2024 | | | | $ | 65.16 | | | Relative TSR PSU | March 2024 | | | | $ | 56.43 | |
For the fiscal year ended December 31, 2023, the amount included represents the market value of the RSUs based on the closing price per share of our common stock as of December 29, 2023, the last trading day of 2023. | | | | | | | | | | | | | Award Granted | Grant Date | Close Price Per Share 12/31/23 | | RSU | January 2023 | | $ | 166.23 | | | RSU | August 2023 | | $ | 166.23 | |
For the fiscal year ended December 31, 2022, the amount included represents the market value as of December 31, 2022 of outstanding RSU awards, converted from Whiting Petroleum awards in connection with the 2022 Merger on July 1, 2022 (the "Converted Whiting Awards"). | | | | | | | | | | | | | Award Granted | Grant Date | Close Price Per Share 12/31/22 | | Converted Whiting Awards | July 2022 | | $ | 136.81 | |
For the fiscal year ended December 31, 2021, the amount included represents (1) for RSUs, the market value of the RSUs based on the closing price per share of our common stock as of December 31, 2021, (2) for PSUs, the fair value of the PSUs determined in accordance with ASC 718 as of December 31, 2021, and (3) for OMP Common Units (received as consideration for OMP GP LLC Class B Units in midstream simplification transaction), the market price of OMP units as of December 31, 2021. | | | | | | | | | | | | | | | | | | | Award Granted | Grant Date | Close Price per Share 12/31/21 | PSU Fair Market Value 12/31/21 | | RSU | January 2021 | | $ | 125.99 | | | | | Peer PSU | January 2021 | | | | $ | 178.81 | | | Index PSU | January 2021 | | | | $ | 192.86 | | | Absolute PSU | January 2021 | | | | $ | 238.15 | | | RSU | April 2021 | | $ | 125.99 | | | | | Peer PSU | April 2021 | | | | $ | 178.81 | | | Index PSU | April 2021 | | | | $ | 192.86 | | | Absolute PSU | April 2021 | | | | $ | 233.49 | | | OMP Common Units | March 2021 | | $ | 23.91 | | | |
For the fiscal year ended December 31, 2020, the amount included represents the market value of RSAs granted to Mr. Brooks on December 29, 2020, in his capacity as a director of the Company, based on the closing price per share of our common stock as of December 31, 2020. | | | | | | | | | | | | | Award Granted | Grant Date | Close Price Per Share 12/31/20 | | RSA | December 2020 | | $ | 37.06 | |
(b)Year-Over-Year Change in Value of Awards Granted in Prior Fiscal Years that Remain Outstanding and Unvested as of the Applicable Year End. For awards granted in prior fiscal years that remain outstanding and unvested as of the applicable fiscal year-end, we are required to add or subtract from the PEO’s and non-PEO NEO’s SCT totals the change in fair value of the awards year-over-year, measured as of the last trading day of each fiscal year. The following tables disclose related valuation assumptions for the respective awards. For the fiscal year ended December 31, 2024, the amounts included represent the change in value of unvested awards based on the closing price per share of our common stock on December 31, 2024, the last trading day of 2024. The performance period for awards originally granted, and identified below, as PSUs ended immediately prior to the closing of the 2022 Merger on July 1, 2022, and shares earned were established at that time, based on performance, in accordance with the terms of the awards. Half of the Absolute PSU awards vested during 2024. The remaining awards remained unvested as of December 31, 2024. | | | | | | | | | | | | | Award Granted | Grant Date | Close Price per Share | | RSU | January 2021 | | $ | 116.92 | | | Absolute PSU | January 2021 | | $ | 116.92 | | | RSU | February 2021 | | $ | 116.92 | | | Absolute PSU | February 2021 | | $ | 116.92 | | | RSU | April 2021 | | $ | 116.92 | | | Absolute PSU | April 2021 | | $ | 116.92 | | | RSU | January 2023 | | $ | 116.92 | | | RSU | August 2023 | | $ | 116.92 | |
For the fiscal year ended December 31, 2023, the amounts included represent the change in value of unvested awards based on the closing price per share of our common stock on December 29, 2023, the last trading day of 2023. The performance period for awards originally granted, and identified below, as PSUs ended immediately prior to the closing of the 2022 Merger on July 1, 2022, and shares earned were established at that time, based on performance, in accordance with the terms of the awards. Half of the Peer PSU and Index PSU awards vested as of December 31, 2023 (see footnote (c) below). The remaining awards remained unvested as of December 31, 2023. | | | | | | | | | | | | | Award Granted | Grant Date | Close Price per Share | | RSU | January 2021 | | $ | 166.23 | | | Peer PSU | January 2021 | | $ | 166.23 | | | Index PSU | January 2021 | | $ | 166.23 | | | Absolute PSU | January 2021 | | $ | 166.23 | | | RSU | April 2021 | | $ | 166.23 | | | Peer PSU | April 2021 | | $ | 166.23 | | | Index PSU | April 2021 | | $ | 166.23 | | | Absolute PSU | April 2021 | | $ | 166.23 | |
For the fiscal year ended December 31, 2022, the amounts included represent the change in value of unvested awards based on the closing price per share of our common stock on December 31, 2022. The performance period for awards originally granted, and identified below, as PSUs ended immediately prior to the closing of the 2022 Merger on July 1, 2022, and shares earned were established at that time, based on performance, in accordance with the terms of the awards. These shares remained unvested (for Messrs. Brown and Lou) as of December 31, 2022. | | | | | | | | | | | | | Award Granted | Grant Date | Close Price per Share | | RSU | January 2021 | | $ | 136.81 | | | Peer PSU | January 2021 | | $ | 136.81 | | | Index PSU | January 2021 | | $ | 136.81 | | | Absolute PSU | January 2021 | | $ | 136.81 | | | RSU | April 2021 | | $ | 136.81 | | | Peer PSU | April 2021 | | $ | 136.81 | | | Index PSU | April 2021 | | $ | 136.81 | | | Absolute PSU | April 2021 | | $ | 136.81 | |
For the fiscal year ended December 31, 2021, the amounts included represent the change in market value of unvested phantom units of OMP, granted in January 2019, based on the closing price per unit of OMP's common units at fiscal year-end. | | | | | | | | | | | | | | | As of FY Ending December 31, | Award Granted | Grant Date | Close Price Per Share | | 2021 | OMP Phantom Unit | January 2019 | | $ | 23.91 | | | 2020 | OMP Phantom Unit | January 2019 | | $ | 11.73 | |
For the fiscal year ended December 31, 2020, the amounts included represent the change in market value of unvested phantom units of OMP, granted in January 2019, based on the closing price per unit of OMP's common units at fiscal year-end. | | | | | | | | | | | | | | | As of FY Ending December 31, | Award Granted | Grant Date | Close Price Per Share | | 2020 | OMP Phantom Unit | January 2019 | | $ | 11.73 | | | 2019 | OMP Phantom Unit | January 2019 | | $ | 16.59 | |
(c)Change in Value of Awards Granted in Previous Fiscal Years that Vested During the Applicable Fiscal Year. For awards that vested during a particular fiscal year, we are required to add or subtract from the PEO’s and non-PEO NEO’s SCT totals the change in fair value of the awards as of the vesting date measured against the last trading day of the prior fiscal year. The following tables disclose related valuation assumptions for the respective awards. For the fiscal year ended December 31, 2024, this represents the change in market value of prior year awards from December 31, 2023, based solely on the close price per share on the vesting date, as accrued distribution equivalent rights and dividends are not included. For more information on accrued distribution equivalent rights and dividends, please see footnote "(e)" below. | | | | | | | | | | | | | | | | | | | | | As of Fiscal Year Ending December 31, | Award
Granted | Grant Date | Closing Price per Share 12/31/23 | Closing Price per
Share (Vest Date) | | 2023 | RSU | January 2021 | | $ | 166.23 | | | | | Peer PSU | January 2021 | | $ | 166.23 | | | | | Index PSU | January 2021 | | $ | 166.23 | | | | | RSU | February 2021 | | $ | 166.23 | | | | | Peer PSU | February 2021 | | $ | 166.23 | | | | | Index PSU | February 2021 | | $ | 166.23 | | | | | RSU | April 2021 | | $ | 166.23 | | | | | Peer PSU | April 2021 | | $ | 166.23 | | | | | Index PSU | April 2021 | | $ | 166.23 | | | | | 2024 | RSU | January 2021 | | | | $ | 151.02 | | | Peer PSU | January 2021 | | | | $ | 116.92 | | | Index PSU | January 2021 | | | | $ | 116.92 | | | Absolute PSU | January 2021 | | | | $ | 157.60 | | | RSU | February 2021 | | | | $ | 156.02 | | | Peer PSU | February 2021 | | | | $ | 116.92 | | | Index PSU | February 2021 | | | | $ | 116.92 | | | Absolute PSU | February 2021 | | | | $ | 157.60 | | | RSU | April 2021 | | | | $ | 187.12 | | | Peer PSU | April 2021 | | | | $ | 116.92 | | | Index PSU | April 2021 | | | | $ | 116.92 | | | Absolute PSU | April 2021 | | | | $ | 185.31 | |
For the fiscal year ended December 31, 2023, this represents the change in market value of prior year awards from December 31, 2022, based solely on the close price per share on the vesting date, as accrued distribution equivalent rights and dividends are not included. For more information on accrued distribution equivalent rights and dividends, please see footnote "(e)" below. "Vest 1" represents regular vesting dates; "Vest 2" represents, with respect to Converted Whiting Awards, vesting in connection with Mr. Rimer's retirement pursuant to the terms of his employment agreement. In connection with the vesting of Mr. Rimer's awards, Mr. Rimer also received $6.25 per share of Whiting stock originally subject to such converted awards pursuant to the terms of the 2022 Merger Agreement. | | | | | | | | | | | | | | | | | | | | | | | | | | | As of Fiscal Year Ending December 31, | Award
Granted | Grant Date | Closing Price per Share 12/31/22 | Closing Price per
Share (Vest 1) | Closing Price per
Share (Vest 2) | | 2022 | RSU | January 2021 | | $ | 136.81 | | | | | | | Peer PSU | January 2021 | | $ | 136.81 | | | | | | | Index PSU | January 2021 | | $ | 136.81 | | | | | | | RSU | April 2021 | | $ | 136.81 | | | | | | | Converted Whiting Awards (ALL) | July 2022 | | $ | 136.81 | | | | | | | 2023 | RSU | January 2021 | | | | $ | 136.04 | | | | | Peer PSU | January 2021 | | | | $ | 166.23 | | | | | Index PSU | January 2021 | | | | $ | 166.23 | | | | | RSU | April 2021 | | | | $ | 142.32 | | | | | Converted Whiting Award - RSU | July 2022 | | | | $ | 128.37 | | | | | Converted Whiting Award - RSU | July 2022 | | | | $ | 143.33 | | | $ | 166.23 | | | Converted Whiting Awards - PSU | July 2022 | | | | | | $ | 166.23 | |
For the fiscal year ended December 31, 2022, this represents the change in market value of prior year awards from December 31, 2021, based on the close price per share on the vesting date, except that the "close price" related to the OMP Restricted Unit vesting is based on the merger exchange ratio, and the value of Crestwood common units that such OMP phantom units would have otherwise been converted into as a result of the merger; accrued distribution equivalent rights and dividends are not included. For more information on accrued distribution equivalent rights and dividends, please see footnote “(e)” below. "Vest 1" represents regular vesting dates; "Vest 2" represents (1) with respect to OMP units, vestings in connection with the closing of the sale of OMP, and (2) with respect to RSU and PSU awards, vestings (for Messrs. Reid and Lorentzatos) in connection with the 2022 Merger in July 2022, which constituted a "change in control" under the terms of the awards. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | As of Fiscal Year Ending December 31, | Award
Granted | Grant Date | Closing Price/FMV 12/31/21 | Closing Price per
Share (Vest 1) | Closing Price per
Share (Vest 2) | Performance
Unit Payout | | 2021 | RSU | January 2021 | | $ | 125.99 | | | | | | | | Peer PSU | January 2021 | | $ | 178.81 | | | | | | | | Index PSU | January 2021 | | $ | 192.86 | | | | | | | | Absolute PSU | January 2021 | | $ | 238.15 | | | | | | | | Absolute PSU | April 2021 | | $ | 233.49 | | | | | | | | OMP Phantom Units | January 2019 | | $ | 23.91 | | | | | | | | OMP Restricted Units | March 2021 | | $ | 23.91 | | | | | | | | 2022 | RSU | January 2021 | | | | $ | 135.50 | | | $ | 108.90 | | | | Peer PSU | January 2021 | | | | | | $ | 108.90 | | 122 | % | | Index PSU | January 2021 | | | | | | $ | 108.90 | | 150 | % | | Absolute PSU | January 2021 | | | | | | $ | 108.90 | | 300 | % | | RSU | April 2021 | | | | $ | 152.04 | | | | | | OMP Phantom Units | January 2019 | | | | | | $ | 23.86 | | | | OMP Restricted Units | March 2021 | | | | | | $ | 27.95 | | |
For the fiscal year ended December 31, 2021, this represents change in market value of prior year awards from December 31, 2020, based on the closing price per share on the vesting date, but not including the value of accrued distribution equivalent rights. | | | | | | | | | | | | | | | As of Fiscal Year Ending December 31, | Award Granted | Grant Date | Close Price Per Share | | 2021 | OMP Phantom Unit | January 2019 | | $ | 19.33 | | | 2020 | OMP Phantom Unit | January 2019 | | $ | 11.73 | |
For the fiscal year ended December 31, 2020, this represents the change in market value of prior year awards from December 31, 2019, based on the closing price per share on the vesting date. "Vest 1" represents regular vesting dates; "Vest 2" represents vestings in connection with the Company's emergence from restructuring in November 2020, which constituted a "change in control" under the terms of the awards. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | As of Fiscal Year Ending December 31, | Award
Granted | Grant Date | Closing Price 12/31/19 | Closing Price per
Share (Vest 1) | Performance
Unit Payout | Closing Price per
Share (Vest 2) | Performance
Unit Payout | | 2019 | RSU | February 2012 | | $ | 3.26 | | | | | | | | | | January 2017 | | $ | 3.26 | | | | | | | | | | January 2018 | | $ | 3.26 | | | | | | | | | | January 2019 | | $ | 3.26 | | | | | | | | | PSU | January 2016 | | $ | 3.71 | | | | | | | | | | January 2017 | | $ | 3.16 | | | | | | | | | | January 2018 | | $ | 3.37 | | | | | | | | | | January 2019 | | $ | 3.16 | | | | | | | | | OMP Phantom
Unit | January 2019 | | $ | 16.59 | | | | | | | | | 2020 | RSU | February 2012 | | | | ─ | | | $ | 0.12 | | | | | January 2017 | | | | $ | 3.24 | | | | ─ | | | | January 2018 | | | | $ | 2.40 | | | | $ | 0.12 | | | | | January 2019 | | | | $ | 2.97 | | | | $ | 0.12 | | | | PSU | January 2016 | | | | $ | 1.32 | | 109 | % | | ─ | —% | | | January 2017 | | | | $ | 1.32 | | 77 | % | | $ | 0.12 | | 20% | | | January 2018 | | | | $ | 1.32 | | 80 | % | | $ | 0.12 | | 20% | | | January 2019 | | | | ─ | ─ | | $ | 0.12 | | —% | | OMP Phantom
Unit | January 2019 | | | | $ | 12.00 | | | | ─ | |
(d)Change in Value of Awards Granted and Vested During the Applicable Fiscal Year. For awards that were granted and vested during a particular fiscal year, we are required to add or subtract from the PEO’s and non-PEO NEO’s SCT totals the change in fair value of the awards as of the vesting date measured against the fair value of the awards on the grant date. The following table discloses related valuation assumptions for the applicable award. For the fiscal year ended December 31, 2023, this represents the change in market value of awards from the grant date fair value, based on the close price per share on the vesting date. Accrued distribution equivalent rights and dividends are not included. For more information on accrued distribution equivalent rights and dividends, please see footnote “(e)” below. | | | | | | | | | | | | | | | | | | | | | | | | | | | As of Fiscal Year Ending December 31, | Award
Granted | Grant Date | Grant Date Fair Value Per Share | Vesting Date | Vesting Date Fair Value
Per Share | | 2023 | RSU | January 1, 2023 | | $ | 136.81 | | | December 31, 2023 | | $ | 166.23 | |
|
|
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
|
$ 3,350,803
|
3,373,758
|
1,517,316
|
4,383,544
|
2,370,324
|
|
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
|
$ (1,130,070)
|
5,631,393
|
10,637,482
|
16,958,129
|
(658,431)
|
|
|
| Adjustment to Non-PEO NEO Compensation Footnote |
|
The table below details the adjustments to the SCT total compensation that were made to arrive at the CAP for the PEO and the average CAP for the Non-PEO NEOs, as required pursuant to SEC rules. We do not sponsor or maintain any defined benefit pension plans, and therefore, no deduction was made related to pension value: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | PEO
Brown | Average for
Non-PEO
NEOs | | PEO
Brown | Average for
Non-PEO
NEOs | | PEO
Brown | Average for
Non-PEO
NEOs | | PEO
Brown | PEO
Brooks | Average for
Non-PEO
NEOs | | PEO
Brooks | PEO
Nusz | Average for
Non-PEO
NEOs | | Summary Compensation Table Total | $ | 8,179,724 | | $ | 3,350,803 | | | $ | 2,985,651 | | $ | 3,373,758 | | | $ | 1,862,495 | | $ | 1,517,316 | | | $ | 15,109,345 | | $ | 160,000 | | $ | 4,383,544 | | | $ | 622,148 | | $ | 12,305,823 | | $ | 2,370,324 | | | Add (Subtract) | | | | | | | | | | | | | | | | | | Deduct amounts reported under the “Stock Awards” column in the SCT | $ | (6,057,296) | | $ | (2,209,684) | | | $ | (1,005,143) | | $ | (1,780,428) | | | $ | — | | $ | — | | | $ | (14,225,450) | | $ | — | | $ | (4,947,826) | | $ | (578,925) | | $ | (3,054,822) | | $ | (1,314,059) | | Add the year-end fair value of unvested awards granted in the applicable fiscal year(a) | $ | 2,153,080 | | $ | 841,570 | | | $ | 216,149 | | $ | 94,341 | | | $ | — | | $ | 2,591,592 | | | $ | 31,128,052 | | $ | — | | $ | 16,991,577 | | | $ | 574,430 | | $ | — | | $ | — | | Add/deduct the change in fair value of unvested awards granted in prior fiscal years, determined based on the change in fair value from the prior fiscal year-end to the applicable fiscal year end(b) | $ | (13,729,080) | | $ | (2,110,277) | | | $ | 8,109,123 | | $ | 1,606,146 | | | $ | 13,560,100 | | $ | 1,940,398 | | | $ | — | | $ | 919,003 | | $ | 53,994 | | | $ | — | | $ | — | | $ | (43,092) | | Add/deduct the change in fair value of awards granted in prior years that vested during the applicable fiscal year, determined based on the change in fair value from the prior fiscal year-end to the vesting date(c) | $ | (7,321,269) | | $ | (2,065,988) | | | $ | 940,029 | | $ | 1,127,402 | | | $ | 286,368 | | $ | 1,089,724 | | | $ | — | | $ | 669,410 | | $ | (20,335) | | | $ | — | | $ | (6,148,206) | | $ | (2,461,712) | | Add the fair value of awards granted and vested in applicable fiscal year(d) | $ | — | | $ | — | | | $ | — | | $ | 122,485 | | | $ | — | | $ | — | | | $ | — | | $ | — | | $ | — | | | $ | — | | $ | — | | $ | — | | | Deduct the fair value of awards granted in prior fiscal years that failed to vest in the applicable fiscal year | $ | (1,647,052) | | $ | (507,082) | | | $ | — | | $ | — | | | $ | — | | $ | — | | | $ | — | | $ | — | | $ | — | | | $ | — | | $ | — | | $ | — | | Add Dividends or other earnings accrued or paid on equity awards during the year(e) | $ | 7,623,831 | | $ | 1,570,588 | | | $ | 3,769,702 | | $ | 1,087,689 | | | $ | 9,461,059 | | $ | 3,498,452 | | | $ | 853,330 | | $ | 87,188 | | $ | 497,175 | | | $ | — | | $ | — | | $ | — | | | Total Equity Award Related Adjustments | $ | (18,977,786) | | $ | (4,480,873) | | | $ | 12,029,860 | | $ | 2,257,635 | | | $ | 23,307,527 | | $ | 9,120,166 | | | $ | 17,755,932 | | $ | 1,675,601 | | $ | 12,574,585 | | | $ | (4,495) | | $ | (9,203,028) | | $ | (3,818,863) | | | COMPENSATION ACTUALLY PAID TOTALS | $ | (10,798,062) | | $ | (1,130,070) | | | $ | 15,015,511 | | $ | 5,631,393 | | | $ | 25,170,022 | | $ | 10,637,482 | | | $ | 32,865,277 | | $ | 1,835,601 | | $ | 16,958,129 | | | $ | 617,653 | | $ | 3,102,795 | | $ | (1,448,539) | |
(a)Value at Fiscal Year End of Awards Granted During the Same Fiscal Year. For awards granted in a particular fiscal year, we are required to add or subtract from the PEO’s and non-PEO NEO’s SCT totals the change in fair value of the awards from the date of grant to the applicable fiscal year-end. The following tables disclose related valuation assumptions for the respective awards. For the fiscal year ended December 31, 2024, the amount included represents the market value of the RSUs based on the closing price per share of our common stock as of December 31, 2024, the last trading day of 2024. | | | | | | | | | | | | | | | | | | | Award Granted | Grant Date | Close Price Per Share 12/31/24 | PSU Fair Market Value 12/31/24 | | RSU | February 2024 | | $ | 116.92 | | | | | Absolute TSR PSU | February 2024 | | | | $ | 65.16 | | | Relative TSR PSU | February 2024 | | | | $ | 56.43 | | | RSU | March 2024 | | $ | 116.92 | | | | | Absolute TSR PSU | March 2024 | | | | $ | 65.16 | | | Relative TSR PSU | March 2024 | | | | $ | 56.43 | |
For the fiscal year ended December 31, 2023, the amount included represents the market value of the RSUs based on the closing price per share of our common stock as of December 29, 2023, the last trading day of 2023. | | | | | | | | | | | | | Award Granted | Grant Date | Close Price Per Share 12/31/23 | | RSU | January 2023 | | $ | 166.23 | | | RSU | August 2023 | | $ | 166.23 | |
For the fiscal year ended December 31, 2022, the amount included represents the market value as of December 31, 2022 of outstanding RSU awards, converted from Whiting Petroleum awards in connection with the 2022 Merger on July 1, 2022 (the "Converted Whiting Awards"). | | | | | | | | | | | | | Award Granted | Grant Date | Close Price Per Share 12/31/22 | | Converted Whiting Awards | July 2022 | | $ | 136.81 | |
For the fiscal year ended December 31, 2021, the amount included represents (1) for RSUs, the market value of the RSUs based on the closing price per share of our common stock as of December 31, 2021, (2) for PSUs, the fair value of the PSUs determined in accordance with ASC 718 as of December 31, 2021, and (3) for OMP Common Units (received as consideration for OMP GP LLC Class B Units in midstream simplification transaction), the market price of OMP units as of December 31, 2021. | | | | | | | | | | | | | | | | | | | Award Granted | Grant Date | Close Price per Share 12/31/21 | PSU Fair Market Value 12/31/21 | | RSU | January 2021 | | $ | 125.99 | | | | | Peer PSU | January 2021 | | | | $ | 178.81 | | | Index PSU | January 2021 | | | | $ | 192.86 | | | Absolute PSU | January 2021 | | | | $ | 238.15 | | | RSU | April 2021 | | $ | 125.99 | | | | | Peer PSU | April 2021 | | | | $ | 178.81 | | | Index PSU | April 2021 | | | | $ | 192.86 | | | Absolute PSU | April 2021 | | | | $ | 233.49 | | | OMP Common Units | March 2021 | | $ | 23.91 | | | |
For the fiscal year ended December 31, 2020, the amount included represents the market value of RSAs granted to Mr. Brooks on December 29, 2020, in his capacity as a director of the Company, based on the closing price per share of our common stock as of December 31, 2020. | | | | | | | | | | | | | Award Granted | Grant Date | Close Price Per Share 12/31/20 | | RSA | December 2020 | | $ | 37.06 | |
(b)Year-Over-Year Change in Value of Awards Granted in Prior Fiscal Years that Remain Outstanding and Unvested as of the Applicable Year End. For awards granted in prior fiscal years that remain outstanding and unvested as of the applicable fiscal year-end, we are required to add or subtract from the PEO’s and non-PEO NEO’s SCT totals the change in fair value of the awards year-over-year, measured as of the last trading day of each fiscal year. The following tables disclose related valuation assumptions for the respective awards. For the fiscal year ended December 31, 2024, the amounts included represent the change in value of unvested awards based on the closing price per share of our common stock on December 31, 2024, the last trading day of 2024. The performance period for awards originally granted, and identified below, as PSUs ended immediately prior to the closing of the 2022 Merger on July 1, 2022, and shares earned were established at that time, based on performance, in accordance with the terms of the awards. Half of the Absolute PSU awards vested during 2024. The remaining awards remained unvested as of December 31, 2024. | | | | | | | | | | | | | Award Granted | Grant Date | Close Price per Share | | RSU | January 2021 | | $ | 116.92 | | | Absolute PSU | January 2021 | | $ | 116.92 | | | RSU | February 2021 | | $ | 116.92 | | | Absolute PSU | February 2021 | | $ | 116.92 | | | RSU | April 2021 | | $ | 116.92 | | | Absolute PSU | April 2021 | | $ | 116.92 | | | RSU | January 2023 | | $ | 116.92 | | | RSU | August 2023 | | $ | 116.92 | |
For the fiscal year ended December 31, 2023, the amounts included represent the change in value of unvested awards based on the closing price per share of our common stock on December 29, 2023, the last trading day of 2023. The performance period for awards originally granted, and identified below, as PSUs ended immediately prior to the closing of the 2022 Merger on July 1, 2022, and shares earned were established at that time, based on performance, in accordance with the terms of the awards. Half of the Peer PSU and Index PSU awards vested as of December 31, 2023 (see footnote (c) below). The remaining awards remained unvested as of December 31, 2023. | | | | | | | | | | | | | Award Granted | Grant Date | Close Price per Share | | RSU | January 2021 | | $ | 166.23 | | | Peer PSU | January 2021 | | $ | 166.23 | | | Index PSU | January 2021 | | $ | 166.23 | | | Absolute PSU | January 2021 | | $ | 166.23 | | | RSU | April 2021 | | $ | 166.23 | | | Peer PSU | April 2021 | | $ | 166.23 | | | Index PSU | April 2021 | | $ | 166.23 | | | Absolute PSU | April 2021 | | $ | 166.23 | |
For the fiscal year ended December 31, 2022, the amounts included represent the change in value of unvested awards based on the closing price per share of our common stock on December 31, 2022. The performance period for awards originally granted, and identified below, as PSUs ended immediately prior to the closing of the 2022 Merger on July 1, 2022, and shares earned were established at that time, based on performance, in accordance with the terms of the awards. These shares remained unvested (for Messrs. Brown and Lou) as of December 31, 2022. | | | | | | | | | | | | | Award Granted | Grant Date | Close Price per Share | | RSU | January 2021 | | $ | 136.81 | | | Peer PSU | January 2021 | | $ | 136.81 | | | Index PSU | January 2021 | | $ | 136.81 | | | Absolute PSU | January 2021 | | $ | 136.81 | | | RSU | April 2021 | | $ | 136.81 | | | Peer PSU | April 2021 | | $ | 136.81 | | | Index PSU | April 2021 | | $ | 136.81 | | | Absolute PSU | April 2021 | | $ | 136.81 | |
For the fiscal year ended December 31, 2021, the amounts included represent the change in market value of unvested phantom units of OMP, granted in January 2019, based on the closing price per unit of OMP's common units at fiscal year-end. | | | | | | | | | | | | | | | As of FY Ending December 31, | Award Granted | Grant Date | Close Price Per Share | | 2021 | OMP Phantom Unit | January 2019 | | $ | 23.91 | | | 2020 | OMP Phantom Unit | January 2019 | | $ | 11.73 | |
For the fiscal year ended December 31, 2020, the amounts included represent the change in market value of unvested phantom units of OMP, granted in January 2019, based on the closing price per unit of OMP's common units at fiscal year-end. | | | | | | | | | | | | | | | As of FY Ending December 31, | Award Granted | Grant Date | Close Price Per Share | | 2020 | OMP Phantom Unit | January 2019 | | $ | 11.73 | | | 2019 | OMP Phantom Unit | January 2019 | | $ | 16.59 | |
(c)Change in Value of Awards Granted in Previous Fiscal Years that Vested During the Applicable Fiscal Year. For awards that vested during a particular fiscal year, we are required to add or subtract from the PEO’s and non-PEO NEO’s SCT totals the change in fair value of the awards as of the vesting date measured against the last trading day of the prior fiscal year. The following tables disclose related valuation assumptions for the respective awards. For the fiscal year ended December 31, 2024, this represents the change in market value of prior year awards from December 31, 2023, based solely on the close price per share on the vesting date, as accrued distribution equivalent rights and dividends are not included. For more information on accrued distribution equivalent rights and dividends, please see footnote "(e)" below. | | | | | | | | | | | | | | | | | | | | | As of Fiscal Year Ending December 31, | Award
Granted | Grant Date | Closing Price per Share 12/31/23 | Closing Price per
Share (Vest Date) | | 2023 | RSU | January 2021 | | $ | 166.23 | | | | | Peer PSU | January 2021 | | $ | 166.23 | | | | | Index PSU | January 2021 | | $ | 166.23 | | | | | RSU | February 2021 | | $ | 166.23 | | | | | Peer PSU | February 2021 | | $ | 166.23 | | | | | Index PSU | February 2021 | | $ | 166.23 | | | | | RSU | April 2021 | | $ | 166.23 | | | | | Peer PSU | April 2021 | | $ | 166.23 | | | | | Index PSU | April 2021 | | $ | 166.23 | | | | | 2024 | RSU | January 2021 | | | | $ | 151.02 | | | Peer PSU | January 2021 | | | | $ | 116.92 | | | Index PSU | January 2021 | | | | $ | 116.92 | | | Absolute PSU | January 2021 | | | | $ | 157.60 | | | RSU | February 2021 | | | | $ | 156.02 | | | Peer PSU | February 2021 | | | | $ | 116.92 | | | Index PSU | February 2021 | | | | $ | 116.92 | | | Absolute PSU | February 2021 | | | | $ | 157.60 | | | RSU | April 2021 | | | | $ | 187.12 | | | Peer PSU | April 2021 | | | | $ | 116.92 | | | Index PSU | April 2021 | | | | $ | 116.92 | | | Absolute PSU | April 2021 | | | | $ | 185.31 | |
For the fiscal year ended December 31, 2023, this represents the change in market value of prior year awards from December 31, 2022, based solely on the close price per share on the vesting date, as accrued distribution equivalent rights and dividends are not included. For more information on accrued distribution equivalent rights and dividends, please see footnote "(e)" below. "Vest 1" represents regular vesting dates; "Vest 2" represents, with respect to Converted Whiting Awards, vesting in connection with Mr. Rimer's retirement pursuant to the terms of his employment agreement. In connection with the vesting of Mr. Rimer's awards, Mr. Rimer also received $6.25 per share of Whiting stock originally subject to such converted awards pursuant to the terms of the 2022 Merger Agreement. | | | | | | | | | | | | | | | | | | | | | | | | | | | As of Fiscal Year Ending December 31, | Award
Granted | Grant Date | Closing Price per Share 12/31/22 | Closing Price per
Share (Vest 1) | Closing Price per
Share (Vest 2) | | 2022 | RSU | January 2021 | | $ | 136.81 | | | | | | | Peer PSU | January 2021 | | $ | 136.81 | | | | | | | Index PSU | January 2021 | | $ | 136.81 | | | | | | | RSU | April 2021 | | $ | 136.81 | | | | | | | Converted Whiting Awards (ALL) | July 2022 | | $ | 136.81 | | | | | | | 2023 | RSU | January 2021 | | | | $ | 136.04 | | | | | Peer PSU | January 2021 | | | | $ | 166.23 | | | | | Index PSU | January 2021 | | | | $ | 166.23 | | | | | RSU | April 2021 | | | | $ | 142.32 | | | | | Converted Whiting Award - RSU | July 2022 | | | | $ | 128.37 | | | | | Converted Whiting Award - RSU | July 2022 | | | | $ | 143.33 | | | $ | 166.23 | | | Converted Whiting Awards - PSU | July 2022 | | | | | | $ | 166.23 | |
For the fiscal year ended December 31, 2022, this represents the change in market value of prior year awards from December 31, 2021, based on the close price per share on the vesting date, except that the "close price" related to the OMP Restricted Unit vesting is based on the merger exchange ratio, and the value of Crestwood common units that such OMP phantom units would have otherwise been converted into as a result of the merger; accrued distribution equivalent rights and dividends are not included. For more information on accrued distribution equivalent rights and dividends, please see footnote “(e)” below. "Vest 1" represents regular vesting dates; "Vest 2" represents (1) with respect to OMP units, vestings in connection with the closing of the sale of OMP, and (2) with respect to RSU and PSU awards, vestings (for Messrs. Reid and Lorentzatos) in connection with the 2022 Merger in July 2022, which constituted a "change in control" under the terms of the awards. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | As of Fiscal Year Ending December 31, | Award
Granted | Grant Date | Closing Price/FMV 12/31/21 | Closing Price per
Share (Vest 1) | Closing Price per
Share (Vest 2) | Performance
Unit Payout | | 2021 | RSU | January 2021 | | $ | 125.99 | | | | | | | | Peer PSU | January 2021 | | $ | 178.81 | | | | | | | | Index PSU | January 2021 | | $ | 192.86 | | | | | | | | Absolute PSU | January 2021 | | $ | 238.15 | | | | | | | | Absolute PSU | April 2021 | | $ | 233.49 | | | | | | | | OMP Phantom Units | January 2019 | | $ | 23.91 | | | | | | | | OMP Restricted Units | March 2021 | | $ | 23.91 | | | | | | | | 2022 | RSU | January 2021 | | | | $ | 135.50 | | | $ | 108.90 | | | | Peer PSU | January 2021 | | | | | | $ | 108.90 | | 122 | % | | Index PSU | January 2021 | | | | | | $ | 108.90 | | 150 | % | | Absolute PSU | January 2021 | | | | | | $ | 108.90 | | 300 | % | | RSU | April 2021 | | | | $ | 152.04 | | | | | | OMP Phantom Units | January 2019 | | | | | | $ | 23.86 | | | | OMP Restricted Units | March 2021 | | | | | | $ | 27.95 | | |
For the fiscal year ended December 31, 2021, this represents change in market value of prior year awards from December 31, 2020, based on the closing price per share on the vesting date, but not including the value of accrued distribution equivalent rights. | | | | | | | | | | | | | | | As of Fiscal Year Ending December 31, | Award Granted | Grant Date | Close Price Per Share | | 2021 | OMP Phantom Unit | January 2019 | | $ | 19.33 | | | 2020 | OMP Phantom Unit | January 2019 | | $ | 11.73 | |
For the fiscal year ended December 31, 2020, this represents the change in market value of prior year awards from December 31, 2019, based on the closing price per share on the vesting date. "Vest 1" represents regular vesting dates; "Vest 2" represents vestings in connection with the Company's emergence from restructuring in November 2020, which constituted a "change in control" under the terms of the awards. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | As of Fiscal Year Ending December 31, | Award
Granted | Grant Date | Closing Price 12/31/19 | Closing Price per
Share (Vest 1) | Performance
Unit Payout | Closing Price per
Share (Vest 2) | Performance
Unit Payout | | 2019 | RSU | February 2012 | | $ | 3.26 | | | | | | | | | | January 2017 | | $ | 3.26 | | | | | | | | | | January 2018 | | $ | 3.26 | | | | | | | | | | January 2019 | | $ | 3.26 | | | | | | | | | PSU | January 2016 | | $ | 3.71 | | | | | | | | | | January 2017 | | $ | 3.16 | | | | | | | | | | January 2018 | | $ | 3.37 | | | | | | | | | | January 2019 | | $ | 3.16 | | | | | | | | | OMP Phantom
Unit | January 2019 | | $ | 16.59 | | | | | | | | | 2020 | RSU | February 2012 | | | | ─ | | | $ | 0.12 | | | | | January 2017 | | | | $ | 3.24 | | | | ─ | | | | January 2018 | | | | $ | 2.40 | | | | $ | 0.12 | | | | | January 2019 | | | | $ | 2.97 | | | | $ | 0.12 | | | | PSU | January 2016 | | | | $ | 1.32 | | 109 | % | | ─ | —% | | | January 2017 | | | | $ | 1.32 | | 77 | % | | $ | 0.12 | | 20% | | | January 2018 | | | | $ | 1.32 | | 80 | % | | $ | 0.12 | | 20% | | | January 2019 | | | | ─ | ─ | | $ | 0.12 | | —% | | OMP Phantom
Unit | January 2019 | | | | $ | 12.00 | | | | ─ | |
(d)Change in Value of Awards Granted and Vested During the Applicable Fiscal Year. For awards that were granted and vested during a particular fiscal year, we are required to add or subtract from the PEO’s and non-PEO NEO’s SCT totals the change in fair value of the awards as of the vesting date measured against the fair value of the awards on the grant date. The following table discloses related valuation assumptions for the applicable award. For the fiscal year ended December 31, 2023, this represents the change in market value of awards from the grant date fair value, based on the close price per share on the vesting date. Accrued distribution equivalent rights and dividends are not included. For more information on accrued distribution equivalent rights and dividends, please see footnote “(e)” below. | | | | | | | | | | | | | | | | | | | | | | | | | | | As of Fiscal Year Ending December 31, | Award
Granted | Grant Date | Grant Date Fair Value Per Share | Vesting Date | Vesting Date Fair Value
Per Share | | 2023 | RSU | January 1, 2023 | | $ | 136.81 | | | December 31, 2023 | | $ | 166.23 | |
|
|
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
|
The following graph compares the CAP to our PEO(s), the average of the CAP to our non-PEO NEOs and the absolute TSR performance of our common stock with the TSR performance of the S&P Oil & Gas Exploration & Production Index. The TSR amounts in the graph assume that $100 was invested beginning on November 20, 2020 (the date the Company emerged from restructuring) and that all dividends were reinvested. CAP vs. TSR | | | | | | | | | | | | | | | | | | | n | CAP PEO Nusz | n | CAP PEO Brooks | n | CAP PEO Brown | | n | CAP Avg Non-PEO NEO | | Company TSR | | Peer Group TSR |
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|
|
|
|
|
|
| Compensation Actually Paid vs. Net Income |
|
The following graph compares the CAP to our PEO(s) and the average of the CAP to our non-PEO NEOs with our net income. CAP vs. Net Income | | | | | | | | | | | | | | | | | | | n | CAP PEO Nusz | n | CAP PEO Brooks | n | CAP PEO Brown | | n | CAP Avg Non-PEO NEO | | Net Income (in thousands) | | |
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|
|
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
|
The following graph compares the CAP to our PEO(s) and the average of the CAP to our non-PEO NEOs with the Company's relative TSR performance versus the Russell 2000 Index. The Company performed better than 79.70%, 98.90%, 99.40% and 99.5% of the Russell 2000 Index companies for fiscal years 2020, 2021, 2022, and 2023, respectively. CAP vs. Relative TSR (Percentile) | | | | | | | | | | | | | | | | | | | n | CAP PEO Nusz | n | CAP PEO Brooks | n | CAP PEO Brown | | n | CAP Avg Non-PEO NEO | | rTSR Percentile v. Russell 2000 |
|
|
|
|
|
|
|
| Total Shareholder Return Vs Peer Group |
|
The following graph compares the CAP to our PEO(s), the average of the CAP to our non-PEO NEOs and the absolute TSR performance of our common stock with the TSR performance of the S&P Oil & Gas Exploration & Production Index. The TSR amounts in the graph assume that $100 was invested beginning on November 20, 2020 (the date the Company emerged from restructuring) and that all dividends were reinvested. CAP vs. TSR | | | | | | | | | | | | | | | | | | | n | CAP PEO Nusz | n | CAP PEO Brooks | n | CAP PEO Brown | | n | CAP Avg Non-PEO NEO | | Company TSR | | Peer Group TSR |
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|
|
|
|
| Tabular List, Table |
|
| | | | Important Financial Performance Measures | | Absolute TSR | | Relative TSR | | Free Cash Flow | | EBITDA |
|
|
|
|
|
|
|
| Total Shareholder Return Amount |
|
$ 568
|
758
|
576
|
431
|
120
|
|
|
| Peer Group Total Shareholder Return Amount |
|
305
|
323
|
323
|
204
|
109
|
|
|
| Net Income (Loss) |
|
$ 848,627,000
|
$ 1,023,779,000
|
$ 1,858,470,000
|
$ 355,298,000
|
$ (45,962,000)
|
|
|
| Company Selected Measure Amount |
|
0.983
|
0.995
|
0.994
|
0.989
|
0.797
|
|
|
| PEO Name |
(2)Mr. Brooks
|
|
|
|
|
|
Mr. Nusz's
|
Mr. Brown
|
| Additional 402(v) Disclosure |
|
Amounts for 2020 reflect the period from November 20, 2020, the date the Company emerged from restructuring, through December 31, 2020. For the fiscal year ending December 31, 2024, the following table identifies the most important financial performance measures we used to link the CAP to our NEOs to our performance. Our goal in setting the total target compensation of our NEOs is the consideration of both short- and long-term performance goals, which aligns the compensation of our NEOs with our shareholders’ interests. The majority of our NEO’s target compensation is weighted toward long-term equity performance, and the financial performance metric for LTIP awards was either absolute or relative TSR. Free Cash Flow generation was the financial performance metric for our 2024 short-term incentive program.
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|
|
| Measure:: 1 |
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|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Name |
|
Relative TSR
|
|
|
|
|
|
|
| Non-GAAP Measure Description |
|
We selected relative TSR as our CSM because we believe it represents the most important financial performance measure used by us to link CAP to financial performance, other than absolute TSR, which is already required to be disclosed in the PVP Table. Our CSM compares Company TSR to the TSR of the companies included in the Russell 2000 Index and results in a percentile level above which the Company is performing. In connection with the 2022 Merger, we used this measure to determine the number of shares earned under half of our outstanding relative TSR PSU awards (the "Russell 2000 PSUs"), and the Russell 2000 PSUs were earned at the maximum performance level, which was 150% of target. This relative TSR measure was closely linked to 2024 CAP because these earned Russell 2000 PSUs contributed significantly to our Executive Officers' equity holdings, and the value of such equity holdings, driven by the Company's stock price, significantly impacted 2024 CAP.
|
|
|
|
|
|
|
| Measure:: 2 |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Name |
|
Absolute TSR
|
|
|
|
|
|
|
| Measure:: 3 |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Name |
|
Free Cash Flow
|
|
|
|
|
|
|
| Measure:: 4 |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Name |
|
EBITDA
|
|
|
|
|
|
|
| Brown [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| PEO Total Compensation Amount |
|
$ 8,179,724
|
$ 2,985,651
|
$ 1,862,495
|
$ 15,109,345
|
|
|
|
| PEO Actually Paid Compensation Amount |
|
(10,798,062)
|
15,015,511
|
25,170,022
|
32,865,277
|
|
|
|
| Brooks [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| PEO Total Compensation Amount |
|
|
|
|
160,000
|
$ 622,148
|
|
|
| PEO Actually Paid Compensation Amount |
|
|
|
|
1,835,601
|
617,653
|
|
|
| Nusz [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| PEO Total Compensation Amount |
|
|
|
|
|
12,305,823
|
|
|
| PEO Actually Paid Compensation Amount |
|
|
|
|
|
3,102,795
|
|
|
| PEO | Brown [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(18,977,786)
|
12,029,860
|
23,307,527
|
17,755,932
|
|
|
|
| PEO | Brown [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(6,057,296)
|
(1,005,143)
|
0
|
(14,225,450)
|
|
|
|
| PEO | Brown [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
2,153,080
|
216,149
|
0
|
31,128,052
|
|
|
|
| PEO | Brown [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(13,729,080)
|
8,109,123
|
13,560,100
|
0
|
|
|
|
| PEO | Brown [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
0
|
0
|
0
|
0
|
|
|
|
| PEO | Brown [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(7,321,269)
|
940,029
|
286,368
|
0
|
|
|
|
| PEO | Brown [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(1,647,052)
|
0
|
0
|
0
|
|
|
|
| PEO | Brown [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
7,623,831
|
3,769,702
|
9,461,059
|
853,330
|
|
|
|
| PEO | Brooks [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
1,675,601
|
(4,495)
|
|
|
| PEO | Brooks [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
0
|
(578,925)
|
|
|
| PEO | Brooks [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
0
|
574,430
|
|
|
| PEO | Brooks [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
919,003
|
0
|
|
|
| PEO | Brooks [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
0
|
0
|
|
|
| PEO | Brooks [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
669,410
|
0
|
|
|
| PEO | Brooks [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
0
|
0
|
|
|
| PEO | Brooks [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
87,188
|
0
|
|
|
| PEO | Nusz [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
(9,203,028)
|
|
|
| PEO | Nusz [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
(3,054,822)
|
|
|
| PEO | Nusz [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
0
|
|
|
| PEO | Nusz [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
0
|
|
|
| PEO | Nusz [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
0
|
|
|
| PEO | Nusz [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
(6,148,206)
|
|
|
| PEO | Nusz [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
0
|
|
|
| PEO | Nusz [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
0
|
|
|
| Non-PEO NEO |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(4,480,873)
|
2,257,635
|
9,120,166
|
12,574,585
|
(3,818,863)
|
|
|
| Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(2,209,684)
|
(1,780,428)
|
0
|
(4,947,826)
|
(1,314,059)
|
|
|
| Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
841,570
|
94,341
|
2,591,592
|
16,991,577
|
0
|
|
|
| Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(2,110,277)
|
1,606,146
|
1,940,398
|
53,994
|
(43,092)
|
|
|
| Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
0
|
122,485
|
0
|
0
|
0
|
|
|
| Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(2,065,988)
|
1,127,402
|
1,089,724
|
(20,335)
|
(2,461,712)
|
|
|
| Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(507,082)
|
0
|
0
|
0
|
0
|
|
|
| Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
$ 1,570,588
|
$ 1,087,689
|
$ 3,498,452
|
$ 497,175
|
$ 0
|
|
|
| X |
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v3.25.1
Award Timing Disclosure
|
12 Months Ended |
Dec. 31, 2024 |
|---|
| Award Timing Disclosures [Line Items] |
|
| Award Timing MNPI Disclosure |
Neither the Board of Directors nor the CHR Committee takes into account material non-public information when determining the timing or terms of equity awards, nor do we time disclosure of material non-public information for the purpose of affecting the value of executive compensation. During 2024, we did not grant stock options to any executive officer during any period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any current report on Form 8-K that disclosed material non-public information. More broadly, we did not award any stock options to Named Executive Officers during 2024.
|
| Award Timing Method |
During 2024, we did not grant stock options to any executive officer during any period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any current report on Form 8-K that disclosed material non-public information.
|
| Award Timing Predetermined |
false
|
| Award Timing MNPI Considered |
true
|
| Award Timing, How MNPI Considered |
Neither the Board of Directors nor the CHR Committee takes into account material non-public information when determining the timing or terms of equity awards, nor do we time disclosure of material non-public information for the purpose of affecting the value of executive compensation.
|
| MNPI Disclosure Timed for Compensation Value |
false
|
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Grafico Azioni Chord Energy (NASDAQ:CHRD)
Storico
Da Mar 2025 a Apr 2025
Grafico Azioni Chord Energy (NASDAQ:CHRD)
Storico
Da Apr 2024 a Apr 2025
