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Chord Energy Corp

For the period ended Mar 19, 2025. Filed Mar 19, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 19, 2025 · Filed Mar 19, 2025

CHRD$136.49+3.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

☑Filed by the Registrant☐Filed by a party other than the Registrant
CHECK THE APPROPRIATE BOX:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

Chord Energy Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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

Dear Shareholders,

Building on a strong 2024, Chord enters 2025 positioned for future success. Through a series of transactions over the past four years, Chord has built a leading position in the Williston basin and leveraged best practices to drive strong improvements in operational efficiency and financial returns. Throughout 2024, the Chord team worked diligently to integrate the Enerplus assets, drive synergy capture, and enhance capital efficiency. The combination has made Chord a more efficient and resilient company with enhanced investor relevance.

Chord’s focus on technological innovation has been a key driver of the Company’s strong results and sustainability of its deep, low-cost inventory. This technical expertise is being applied to Enerplus’ core assets to drive stronger returns, specifically with the application of wider spacing and longer laterals. Progress on longer laterals has been compelling with Chord consistently achieving 100% productivity for the third mile. Additionally, the Company drilled its first four-mile well in 2024 which, if successful, could pave the way for further efficiency improvements. The aforementioned achievements led Chord to unveil the first multi-year outlook in Company history which reflects stable volumes through 2027 at lower levels of capital than pro forma 2024. Our compelling outlook reflects strong operational execution and solid inventory depth along with the capture of over $200 million of synergies from the combination with Enerplus.

Selective M&A and operational improvements have driven strong financial returns to our shareholders. Over the past several years, Chord has consistently paid out 75% or more of its free cash generation resulting in billions of dividends and share repurchases. Importantly, Chord’s balance sheet remains best-in-class which supports resiliency and preserves strategic optionality. Going forward, the Company will continue to maximize sustainable and efficient free cash flow generation with a focus on shareholder returns.

Chord is proud of our contribution to civilization by providing affordable and reliable energy upon which every aspect of the economy and modern living is dependent. We do this while maintaining a commitment to operating in a sustainable and responsible manner in the communities we serve. On this front, Chord continues to make progress on our sustainability initiatives with a focus on safety first, minimizing our environmental impact, and promoting an inclusive, merit-based based culture.

Finally, employees remain at the center of Chord’s success and are a key component of everything we’ve accomplished so far. Our outstanding talent centers around a culture of continuous improvement, the results of which can be seen in our performance.

As we look forward, Chord will remain committed to its core values which have put the Company in a strong position to succeed. We would appreciate your vote in support of the items described in the accompanying proxy statement.

Sincerely,

Daniel E. Brown

President and Chief Executive Officer

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

2025 Proxy Statement1

Dear Shareholders,

2024 was a transformational year for our organization, as we solidified our leading position in the Williston Basin by combining with another basin leader, Enerplus Corporation. The Company continues to execute well and generate strong returns which supported another year of robust shareholder distributions. The successful integration of Enerplus and continued execution led Chord to unveil the first multi-year outlook in Company history, which anticipates maintaining volumes while spending less capital through 2027.

Operating results were outstanding in 2024 including raising volume guidance twice while lowering capital spending and managing costs well. In 2024, on a pro forma basis, Chord returned $944 million to shareholders, which represents a compelling 13% of the Company’s year-end market capitalization.

The macro environment remains cyclical and uncertain, but we believe oil and natural gas will be essential components of the energy mix for the foreseeable future. Chord will remain focused on the things it can control that are likely to drive success through business and commodity cycles. The Company is well positioned with a disciplined investment framework, deep inventory with attractive returns, a strong execution track record, flexible balance sheet and culture of continuous improvement.

Effective corporate governance remains at the center of Chord’s success. The board strives to align management and shareholder incentives while achieving the strategic goals of the organization and benefiting employees and other stakeholders. Our board is short-tenured and comprised of industry experts with significant experience working with major shareholders and investors. We value our owners’ perspective and regularly seek feedback from our shareholders through our annual outreach program.

We are committed to being a responsible producer and good stewards of our environment, as we believe both contribute to better corporate performance. The Company has a multi-year track record of improving environmental and safety performance. Chord operates with a culture of integrity and provides transparency into its operations. Along these lines, we expect to update our sustainability progress and initiatives in 2025 and will incorporate Enerplus’ performance into our Sustainability Report.

We are excited about Chord’s progress in 2024 and believe the company is well positioned to continue to create and deliver value for our stakeholders. We look forward to building on the Company’s success in 2025 and beyond.

On behalf of the Board, thank you for your investment and continued support.

Sincerely,

Susan M. Cunningham

Board Chair

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

22025 Proxy Statement

Notice of Annual Meeting of Shareholders

Items of Business
DATE AND TIMEWednesday, April 30, 20259:00 AMCentral TimeLOCATION1001 Fannin Street,Suite 1500, Houston,Texas 77002RECORD DATEMarch 5, 2025How to VoteONLINEwww.proxyvote.comBY PHONE1-800-690-6903BY MAILSign, date and returnyour proxy card in theenclosed envelope
PROPOSALS · BOARD VOTERECOMMENDATION · FOR FURTHERDETAILS
1Election of eleven Directors to serve until the Company's 2026 Annual Meeting.“FOR” all nomineesPage 17
2Advisory vote to approve executive compensation as described in the accompanying proxy statement.“FOR”Page 53
3Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025.“FOR”Page 101
We will also transact such other business as mayproperly come before the Annual Meeting.Houston, TexasMarch 19, 2025By order of the Board of Directors,Shannon B. KinneyCorporate SecretaryIMPORTANT NOTICE REGARDING THE ELECTRONIC AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 30, 2025Chord Energy Corporation (the "Company," "Chord," "we," "us," or "our") has elected to take advantage of the U.S. Securities and Exchange Commission (the “SEC”) rules that allow us to furnish proxy materials to the Company’s shareholders via the internet. These rules allow us to provide information that the Company’s shareholders need while lowering the costs and accelerating the speed of delivery and reducing the environmental impact of the 2025 Annual Meeting of Shareholders (the "Annual Meeting"). The Company is making this proxy statement and its Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) available to its shareholders at www.proxyvote.com.
2025 Proxy Statement3
Notice of Annual Meeting of Shareholders3
Highlights5
Company Overview5
2024 Operational and Financial Highlights5
2024 Shareholder Return Highlights5
Our Value Proposition6
Safety and Sustainability7
Human Capital Management8
Proxy Summary9
Director Nominees9
Governance At-a-Glance11
Elements of Compensation12
Committee Oversight14
Best Practices in Our Compensation Program14
Board of Directors17
Proposal 1 – Election of Directors17
Board Nominee Background18
Board Skills, Experience and Qualifications18
Director Independence21
Who We Are22
Director Nomination and Refreshment33
Corporate Governance34
Governance At-a-Glance34
Board Structure and Operations35
Board’s Role and Responsibilities41
Shareholder Engagement and Director Communications45
Other Governance Policies and Practices46
Director Compensation48
Stock Ownership Guidelines48
Director Compensation Table49
Executive Officers50
Proposal 2 – Advisory Vote to Approve Executive Compensation53
Executive Compensation Matters54
Compensation Discussion and Analysis54
Compensation and Human Resources Committee Report77
Executive Compensation Tables78
Pay Ratio91
Pay versus Performance92
Audit Matters101
Proposal 3 – Ratification of Appointment of the Independent Registered Public Accounting Firm101
Audit and All Other Fees102
Pre-Approval Policies and Procedures102
Audit and Reserves Committee Report102
Security Ownership of Certain Beneficial Owners and Management104
Users' Guide105
Other Information111
42025 Proxy Statement
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