Chord Energy Corp

Executive Compensation Matters

Pay versus Performance

In accordance with Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last four 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 and 2023 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 2023 CAP because these earned Russell 2000 PSUs appreciated in value in 2023 due to our stock price performance and, thus, contributed to the increase in 2023 CAP. (Half of the Russell 2000 PSUs vested in 2023, and half will vest in 2024.) Our relative TSR performance was also a driver of our stock price performance, which impacted CAP due to our Executive Officers' significant equity holdings.

(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:

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(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, 2023.

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:

(a)Value at Fiscal Year End of Awards Granted During the Same Fiscal Year. For awards granted in a particular fiscal year, we are required to add or subtract from the PEO’s and non-PEO NEO’s SCT totals the change in fair value of the awards from the date of grant to the applicable fiscal year-end. The following tables disclose related valuation assumptions for the respective awards.

For the fiscal year ended December 31, 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.

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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").

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.

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.

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(b)Year-Over-Year Change in Value of Awards Granted in Prior Fiscal Years that Remain Outstanding and Unvested as of the Applicable Year End. For awards granted in prior fiscal years that remain outstanding and unvested as of the applicable fiscal year-end, we are required to add or subtract from the PEO’s and non-PEO NEO’s SCT totals the change in fair value of the awards year-over-year, measured as of the last trading day of each fiscal year. The following tables disclose related valuation assumptions for the respective awards.

For the fiscal year ended December 31, 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.

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.

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.

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.

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(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, 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.

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.

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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.

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.

(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.

(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. In addition, the CAP reported for the PEO and non-PEO NEO’s in 2021 and 2022 has been revised to include adjustments for distribution equivalent rights and dividends accrued or paid on equity awards during the applicable year in accordance with SEC guidance.

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Narrative to Pay Versus Performance Table

For the fiscal year ending December 31, 2023, 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 2023 short-term incentive program.

Important Financial Performance Measures

Absolute TSR

Relative TSR

Free Cash Flow

EBITDA

The graphs below show, for the past four years, the relationship of our TSR relative to our Peer Group as well as the relationship between the PEO(s) and non-PEO NEO CAP and our TSR, net income, and our CSM.

CAP vs. Company TSR and Peer Group TSR

The following graph compares the CAP to our PEO(s), the average of the CAP to our non-PEO NEOs and the absolute TSR performance of our common stock with the TSR performance of the S&P Oil & Gas Exploration & Production Index. The TSR amounts in the graph assume that $100 was invested beginning on November 20, 2020 (the date the Company emerged from restructuring) and that all dividends were reinvested.

CAP vs. TSR

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CAP vs. Net Income

The following graph compares the CAP to our PEO(s) and the average of the CAP to our non-PEO NEOs with our net income.

CAP vs. Net Income

CAP vs. Relative TSR (Russell 2000 Percentile Rank)

The following graph compares the CAP to our PEO(s) and the average of the CAP to our non-PEO NEOs with the Company's relative TSR performance versus the Russell 2000 Index. The Company performed better than 79.70%, 98.90%, 99.40% and 99.5% of the Russell 2000 Index companies for fiscal years 2020, 2021, 2022, and 2023, respectively.

CAP vs. Relative TSR (Percentile)