DEF 14A of Chord Energy Corp

Filed Mar 19, 2025 · FY20240001486159-25-000013

Open on EDGAR

Susan M. Cunningham
| Director Compensation | | 48 | | | Stock Ownership Guidelines | 48 | | | Director Compensation Table | 49 | | Executive Officers | | 50 | | | Proposal 2 – Advisory Vote to Approve Executive Compensation | 53 | | Executive Compensation Matters | | 54 | | | Compensation Discussion and Analysis | 54 | | | Compensation and Human Resources Committee Report | 77 | | | Executive Compensation Tables | 78 | | | Pay Ratio | 91 | | | Pay versus Performance | 92 | | Audit Matters | | 101 | | | Proposal 3 – Ratification of Appointment of the Independent Registered Public Accounting Firm | 101 | | | Audit and All Other Fees | 102 | | | Pre-Approval Policies and Procedures | 102 | | | Audit and Reserves Committee Report | 102 | | Security Ownership of Certain Beneficial Owners and Management | | 104 | | Users' Guide | | 105 | | Other Information | | 111 |
Director Nominees
Director Nominees The following provides summary information about each director nominee.
Director Nominees
| NAME | | DIRECTOR SINCE | AGE | GENDER | COMMITTEE | | | | | | | | | | AR | CHR | NG | SS | | | Susan Cunningham Board Chair | 2022 | 69 | F | | | | | | | Daniel Brown President and Chief Executive Officer of Chord Energy | 2021 | 49 | M | | | | | | | Douglas Brooks $ | 2020 | 66 | M | | | | | | | Ian Dundas | 2024 | 57 | M | | | | | | | Hilary Foulkes | 2024 | 67 | F | | | | | | | Samantha Holroyd $ | 2020 | 56 | F | | | | | | | Kevin McCarthy | 2022 | 65 | M | | | | | | | Ward Polzin $ | 2024 | 62 | M | | | | | | | Jeffrey Sheets $ | 2024 | 67 | M | | | | | | | Anne Taylor | 2022 | 69 | F | | | | | | | Marguerite Woung-Chapman | 2021 | 59 | F | | | | |
Director Nominees
| | = Chair | | = Member | $ = Financial Expert | | | = Independent | | AR = Audit and Reserves | | CHR = Compensation and Human Resources | | | | | NG = Nominating and Governance | | | SS = Safety and Sustainability | |
Director Nominees
| 2025 Proxy Statement | | 9 |
Director Nominees
| | Proxy Summary |
Who We Are
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.
Who We Are
| | SUSAN CUNNINGHAM, 69 | | | | Director since: 2022 Houston, Texas | Committees: None | | 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 |
Who We Are
| 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 |
Who We Are
| 22 | | 2025 Proxy Statement |
Who We Are
| Proposal 1 - Election of Directors | |
Who We Are
| | DANIEL BROWN, 49 | | | | President and Chief Executive Officer of Chord Energy Director since: 2021 Houston, Texas | Committees: None | | 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) |
Who We Are
| 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 |
Who We Are
| 2025 Proxy Statement | | 23 |
Who We Are
| | Proposal 1 - Election of Directors |
Who We Are
| | DOUGLAS BROOKS, 66 | | | | Director since: 2020 Montgomery, Texas | Committees: Audit and Reserves, Audit Committee Financial Expert Safety and Sustainability | | 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 |
Who We Are
| 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 | | | | |
Who We Are
| 24 | | 2025 Proxy Statement |
Who We Are
| Proposal 1 - Election of Directors | |
Who We Are
| | IAN DUNDAS, 57 | | | | Director since: 2024 Calgary, Alberta | Committees: None | | 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 |
Who We Are
| 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 | | | | | | |
Who We Are
| 2025 Proxy Statement | | 25 |
Who We Are
| | Proposal 1 - Election of Directors |
Who We Are
| | HILARY FOULKES, 67 | | | | Director since: 2024 Calgary, Alberta | Committees: Compensation and Human Resources Safety and Sustainability | | 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 |
Who We Are
| 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 |
Who We Are
| 26 | | 2025 Proxy Statement |
Who We Are
| Proposal 1 - Election of Directors | |
Who We Are
| | SAMANTHA HOLROYD, 56 | | | | Director since: 2020 Houston, Texas | Committees: Safety and Sustainability (Chair) Audit and Reserves, Audit Committee Financial Expert | | 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 |
Who We Are
| Skills and Qualifications | | | | | | | | | | E&P Operations | | Capital Allocation/ Investment | | Financial Reporting & Accounting | | Business Development/ M&A | | | Risk Management/Sustainability | | Legal & Regulatory | | | | |
Who We Are
| 2025 Proxy Statement | | 27 |
Who We Are
| | Proposal 1 - Election of Directors |
Who We Are
| | KEVIN MCCARTHY, 65 | | | | Director since: 2022 Houston, Texas | Committees: Compensation and Human Resources Nominating and Governance | | 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 |
Who We Are
| 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 |
Who We Are
| 28 | | 2025 Proxy Statement |
Who We Are
| Proposal 1 - Election of Directors | |
Who We Are
| | WARD POLZIN, 62 | | | | Director since: 2024 Denver, Colorado | Committees: Audit and Reserves, Audit Committee Financial Expert Safety and Sustainability | | 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 |
Who We Are
| 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 | | |
Who We Are
| 2025 Proxy Statement | | 29 |
Who We Are
| | Proposal 1 - Election of Directors |
Who We Are
| | JEFFREY SHEETS, 67 | | | | Director since: 2024 Houston, Texas | Committees: Audit and Reserves, Audit Committee Financial Expert Nominating and Governance | | 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 |
Who We Are
| 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 | | |
Who We Are
| 30 | | 2025 Proxy Statement |
Who We Are
| Proposal 1 - Election of Directors | |
Who We Are
| | ANNE TAYLOR, 69 | | | | Director since: 2022 Houston, Texas | Committees: Compensation and Human Resources (Chair) Nominating and Governance | | 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 |
Who We Are
| Skills and Qualifications | | | | | | | | | | Financial Reporting & Accounting | | Information Security | | Business Development/ M&A | | Compensation & Human Resources | | | Risk Management/Sustainability | | Corporate Governance | | | | |
Who We Are
| 2025 Proxy Statement | | 31 |
Who We Are
| | Proposal 1 - Election of Directors |
Who We Are
| | MARGUERITE WOUNG-CHAPMAN, 59 | | | | Director since: 2021 Houston, Texas | Committees: Nominating and Governance (Chair) Compensation and Human Resources | | 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 |
Who We Are
| 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 |
Who We Are
| 32 | | 2025 Proxy Statement |
Who We Are
| Proposal 1 - Election of Directors | |
Letter Agreement with Mr. Dundas
| Director Compensation |
Stock Ownership Guidelines
| Director Compensation | |
Director Compensation Table
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.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | 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 |
Director Compensation Table
(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.
Director Compensation Table
| 2025 Proxy Statement | | 49 |
Director Compensation Table
| Executive Officers |
Director Compensation Table
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.”
Director Compensation Table
| | RICHARD ROBUCK, 50 | | | | Executive Vice President, Chief Financial Officer and Treasurer Houston, Texas | | | 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 |
Director Compensation Table
| 50 | | 2025 Proxy Statement |
Director Compensation Table
| Executive Officers | |
Director Compensation Table
| | MICHAEL LOU, 50 | | | | Executive Vice President, Chief Strategy Officer and Chief Commercial Officer Houston, Texas | | | 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 |
Director Compensation Table
| | DARRIN HENKE, 58 | | | | Executive Vice President and Chief Operating Officer Houston, Texas | | | 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 |
Director Compensation Table
| 2025 Proxy Statement | | 51 |
Director Compensation Table
| | Executive Officers |
Director Compensation Table
| | SHANNON KINNEY, 50 | | | | Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary Houston, Texas | | | 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 |
Director Compensation Table
| 52 | | 2025 Proxy Statement |
Director Compensation Table
| PROPOSAL 2 | | | Advisory Vote to Approve Executive Compensation | | | 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. | | | | 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. |
Director Compensation Table
| 2025 Proxy Statement | | 53 |
Director Compensation Table
| Executive Compensation Matters |
Compensation Actions for 2024
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.
2024 Annual Performance-Based Cash Incentive Award
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
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.
2024 Long-Term Incentive Awards
| | 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 |
2024 Long-Term Incentive Awards
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
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.
2024 Pay Mix
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."
Elements of Compensation
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.
Elements of Compensation
| 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 |
Best Practices in our Compensation Program
| 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 |
Roles and Responsibilities
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.
Roles and Responsibilities
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Roles and Responsibilities
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.
Benchmarking and Peer Group
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.
Benchmarking and Peer Group
| 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 |
Year-Round Engagement Informs Compensation Design and Awards
| 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 | |
Base Salary
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.
Annual Incentive Compensation
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.
Annual Incentive Compensation
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Annual Incentive Compensation
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Annual Incentive Compensation
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.
Annual Incentive Compensation
| Total of Weighted Metric Scores | | Modifier Based on Absolute Annual TSR | | Company Rating |
Annual Incentive Compensation
| Base Salary | | Target Opportunity | | Company Rating | | Payouts To Executives |
Annual Incentive Compensation
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.
Annual Incentive Compensation
| | 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% |
Annual Incentive Compensation
(1)Messrs. Robuck and Henke did not serve as executive officers in 2023.
Linking Our Strategy to Compensation Outcomes
| 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% |
Linking Our Strategy to Compensation Outcomes
(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.
Linking Our Strategy to Compensation Outcomes
| | 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
2024 Long-Term Incentive Awards
Annual Long-Term Incentive Awards Granted in 2024
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."
Annual Long-Term Incentive Awards Granted in 2024
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Annual Long-Term Incentive Awards Granted in 2024
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Annual Long-Term Incentive Awards Granted in 2024
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.
Annual Long-Term Incentive Awards Granted in 2024
| | 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
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:
PSUs
| | 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 |
PSUs
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.
PSUs
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PSUs
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Absolute TSR PSUs
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:
Absolute TSR PSUs
| Performance Level | Absolute TSR (CAGR) | | Payout Percent | | | Maximum | | ≥20% | | 300% | | Target | | 8.5% | | 100% | | Threshold | | 4.5% | | 50% | | Below Threshold | | ≤4.5% | | —% |
Absolute TSR PSUs
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
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.
Relative TSR PSUs
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Relative TSR PSUs
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Relative TSR PSUs
The performance peer group for the Relative TSR PSUs granted in 2024 is:
Relative TSR PSUs
| 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. |
Relative TSR PSUs
* 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:
Relative TSR PSUs
| Performance Level | Relative TSR (percentile) | | Payout Percent | | | Maximum | | ≥90% | | 200% | | Target | | 50% | | 100% | | Threshold | | 25% | | 50% | | Below Threshold | | ≤25% | | —% |
Relative TSR PSUs
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
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.
RSUs
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RSUs
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RSUs
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:
RSUs
| | 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 |
RSUs
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.
2024 Executive Severance Plan
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.
2024 Executive Severance Plan
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2024 Executive Severance Plan
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Employment Agreements
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.”
Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information
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.
Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information
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Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information
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2024 Summary Compensation Table
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.
2024 Summary Compensation Table
| 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 |
2024 Summary Compensation Table
(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
2024 Summary Compensation Table
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2024 Summary Compensation Table
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2024 Summary Compensation Table
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:
2024 Summary Compensation Table
| 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 | $31,608 |
2024 Summary Compensation Table
(6)Mr. Robuck was appointed Executive Vice President, Chief Financial Officer and Treasurer on March 4, 2024. Previously, he served as the Company's Senior Vice President, Corporate Planning and Investor Relations. (7)Mr. Lou served as Executive Vice President and Chief Financial Officer until he was appointed as Executive Vice President, Chief Strategy Officer and Chief Commercial Officer, effective March 4, 2024. (8)Mr. Henke joined the Company as its Executive Vice President and Chief Operating Officer on January 2, 2024. Unless otherwise noted, compensation presented in the Summary Compensation Table with respect to Mr. Henke reflects compensation by Chord for the period from January 2, 2024 to December 31, 2024. (9)Ms. Kinney joined the Company as its Executive Vice President, General Counsel and Corporate Secretary on July 18, 2023. Unless otherwise noted, compensation presented in the Summary Compensation Table with respect to Ms. Kinney reflects compensation by Chord for the period from July 18, 2023 to December 31, 2024.
2024 Summary Compensation Table
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2024 Summary Compensation Table
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Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information concerning grants of plan-based awards to each of our Named Executive Officers, during fiscal year 2024, under the Company's Annual Incentive Compensation Plan and LTIP.
Grants of Plan-Based Awards
| Name | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units(4) (#) | Grant Date Fair Value of Stock and Option Awards(5) ($) | | | | | 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 |
Grants of Plan-Based Awards
(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 $0. (3)Amounts in these columns represent the threshold, target, and maximum payouts of the PSUs granted to the Named Executive Officers in 2024 under our LTIP. For more information regarding the PSUs, see “—2024 Long-Term Incentive Awards” above. (4)Amounts in this columns reflect the RSUs granted under our LTIP that are scheduled to vest over a three-year period on each of the first three anniversaries of the grant date, in each case subject to the Named Executive Officer’s continued employment through the applicable vesting date. (5)Amounts set forth in this column reflect the aggregate grant date fair value of RSU and PSU awards granted under our LTIP in 2024, computed in accordance with FASB ASC Topic 718. Please see Note 16 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for more information regarding assumptions underlying the value of the equity awards.
Grants of Plan-Based Awards
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Outstanding Equity Awards at 2024 Fiscal Year End
Outstanding Equity Awards at 2024 Fiscal Year End The following table sets forth information concerning outstanding equity awards that were held by each of our 2024 Named Executive Officers as of December 31, 2024.
Outstanding Equity Awards at 2024 Fiscal Year End
| | Stock Awards | | | | | Name | Number of Shares of Stock That Have Not Vested (#)(1) | Market Value of Shares of Stock That Have Not Vested ($)(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 |
Outstanding Equity Awards at 2024 Fiscal Year End
(1)Amounts reflected in this column represent the following unvested RSU awards as of December 31, 2024.
Outstanding Equity Awards at 2024 Fiscal Year End
| 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 |
Outstanding Equity Awards at 2024 Fiscal Year End
(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.
Outstanding Equity Awards at 2024 Fiscal Year End
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Outstanding Equity Awards at 2024 Fiscal Year End
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Outstanding Equity Awards at 2024 Fiscal Year End
(3)Amounts reflected in this column represent the following unearned and unvested PSU awards as of December 31, 2024.
Outstanding Equity Awards at 2024 Fiscal Year End
| 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 |
Outstanding Equity Awards at 2024 Fiscal Year End
(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 $116.92 per share.
Outstanding Equity Awards at 2024 Fiscal Year End
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2024 Options Exercised and Stock Vested
2024 Options Exercised and Stock Vested The following table sets forth information concerning equity awards held by each of our Named Executive Officers that vested during the fiscal year ended December 31, 2024. None of our Named Executive Officers hold stock option awards.
2024 Options Exercised and Stock Vested
| | | Stock Awards | | | Name | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | 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 | — | — | $— |
2024 Options Exercised and Stock Vested
(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.
2024 Options Exercised and Stock Vested
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2024 Options Exercised and Stock Vested
(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.
2024 Options Exercised and Stock Vested
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Potential Payments Upon a Termination or Change in Control
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.
Pay Ratio
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.
Pay Ratio
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Pay Ratio
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Pay versus Performance
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.
Pay versus Performance
| 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% |
Pay versus Performance
(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:
Pay versus Performance
| 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 |
Pay versus Performance
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Pay versus Performance
(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:
Pay versus Performance
| | 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) |
Pay versus Performance
(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.
Pay versus Performance
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Pay versus Performance
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.
Pay versus Performance
| 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 |
Pay versus Performance
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.
Pay versus Performance
| Award Granted | Grant Date | Close Price Per Share 12/31/23 | | RSU | January 2023 | $166.23 | | RSU | August 2023 | $166.23 |
Pay versus Performance
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").
Pay versus Performance
| Award Granted | Grant Date | Close Price Per Share 12/31/22 | | Converted Whiting Awards | July 2022 | $136.81 |
Pay versus Performance
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.
Pay versus Performance
| 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 | |
Pay versus Performance
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.
Pay versus Performance
| Award Granted | Grant Date | Close Price Per Share 12/31/20 | | RSA | December 2020 | $37.06 |
Pay versus Performance
(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.
Pay versus Performance
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Pay versus Performance
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.
Pay versus Performance
| 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 |
Pay versus Performance
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.
Pay versus Performance
| 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 |
Pay versus Performance
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.
Pay versus Performance
| 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 |
Pay versus Performance
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Pay versus Performance
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.
Pay versus Performance
| 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 |
Pay versus Performance
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.
Pay versus Performance
| 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 |
Pay versus Performance
(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.
Pay versus Performance
| 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 |
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Pay versus Performance
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.
Pay versus Performance
| 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 |
Pay versus Performance
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.
Pay versus Performance
| 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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Pay versus Performance
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.
Pay versus Performance
| 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 |
Pay versus Performance
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.
Pay versus Performance
| 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 | | ─ | |
Pay versus Performance
(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.
Pay versus Performance
| 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 |
Pay versus Performance
(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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Narrative to Pay Versus Performance Table
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.
Narrative to Pay Versus Performance Table
| Important Financial Performance Measures | | Absolute TSR | | Relative TSR | | Free Cash Flow | | EBITDA |
Narrative to Pay Versus Performance Table
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.

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