Chord Energy Corp
For the period ended Mar 19, 2026. Filed Mar 19, 2026.
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Mar 19, 2026 · Filed Mar 19, 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,
Energy underpins human progress and flourishing. It fuels transportation, powers homes and businesses, and serves as a critical input for countless products essential to everyday life. As a leading operator in the Williston Basin, Chord plays an important role in delivering that energy safely, efficiently, and responsibly. Our vision is to responsibly develop oil and natural gas resources that provide affordable, reliable energy to power modern life, while generating sustainable, long-term value for our shareholders.
2025 was an exceptional year for Chord. We exceeded initial 2025 expectations by driving higher production with lower capital, while improving the cost structure. The Chord team delivered meaningful, structural improvements across the business including stronger margins, enhanced capital efficiency, and higher free cash flow. Chord achieved its goal of converting approximately 80% of our inventory to long laterals ahead of schedule, lowering our cost of supply and improving returns. These improvements position us for continued success in 2026 and beyond.
The company believes positive financial performance is built on strong relationships with our stakeholders, robust risk management, and active opportunity identification. Safety remains foundational to our culture. We improved key safety metrics in 2025 while continuing to reduce emissions intensity through operational excellence and technology enhancements.
We are also excited about the opportunities created by new technologies. Artificial intelligence and machine learning tools are being deployed across our operations. Chord has identified opportunities in areas such as production optimization, forecasting, and reservoir analysis. While still early, these initiatives are already enhancing uptime, reducing costs, and improving decision making across our asset base.
None of this progress would be possible without the dedication of our employees, whose commitment to continuous improvement, innovation, safety, and accountability drives our success.
We enter 2026 as a stronger, more efficient, and more resilient company. Our large, oil-weighted, low-decline production base is supported by deep, low-breakeven inventory, providing durability across commodity cycles. We appreciate your continued trust and support and respectfully request your vote in favor of the proposals outlined in the accompanying proxy statement.
Sincerely,
Daniel E. Brown
President and Chief Executive Officer
“The Chord team delivered meaningful, structural improvements across the business including stronger margins, enhanced capital efficiency, and higher free cash flow. Chord achieved its goal of converting approximately 80% of our inventory to long laterals ahead of schedule, lowering our cost of supply and improving returns.”
| 2026 Proxy Statement | 1 |
|---|
Dear Shareholders,
2025 was another year of strong performance for Chord Energy as the company responded to declining oil prices by demonstrating strong execution and durable progress across the business. Chord improved its cost structure, enhanced capital efficiency, and generated meaningful free cash flow, all of which led to substantial cash returned to shareholders while maintaining balance sheet strength. These improvements position Chord for continued resilience through commodity cycles.
The U.S. shale industry is maturing. After more than a decade of rapid growth, today’s environment increasingly rewards scale, capital discipline, operational excellence, and balance sheet strength. In this context, we believe Chord has responded appropriately to the evolving environment and created something increasingly valuable. Through selective M&A, technical innovation, and a consistent return-of-capital framework, the Company has built a scaled, oil-weighted, low-decline asset base supported by deep, low-breakeven inventory.
Effective corporate governance remains central to our oversight. The Board is composed of experienced industry leaders with both technical knowledge and a strong understanding of capital markets and shareholder priorities. We actively oversee strategy, risk management, executive compensation, and capital allocation to ensure alignment with long-term value creation. Engagement with shareholders remains an important part of our governance process, and we value the perspectives shared through our regular outreach efforts.
We also remain committed to responsible operations. As outlined in our Sustainability Report, Chord has reduced operated greenhouse gas and methane emissions intensity meaningfully in recent years while maintaining a focus on safety, transparency, and community engagement. The Board’s committees provide direct oversight of safety, environmental performance, and the integration of these metrics into our incentive framework, reinforcing the connection between responsible operations and shareholder returns.
Looking ahead to 2026 and beyond, we believe Chord is positioned as a stronger, more efficient, and more resilient company. The Board is confident in management’s strategy: disciplined capital allocation, continuous operational improvement, thoughtful integration of new technologies, selective M&A, and a sustained commitment to returning capital to shareholders.
On behalf of the Board of Directors, thank you for your continued trust and investment in Chord Energy. We respectfully request your support for the proposals outlined in the accompanying proxy statement and look forward to building on our progress in the years ahead.
Sincerely,
Susan M. Cunningham
Board Chair
"Today’s environment increasingly rewards scale, capital discipline, operational excellence, and balance sheet strength. In this context, we believe Chord has responded appropriately to the evolving environment and created something increasingly valuable."
| 2 | 2026 Proxy Statement |
Notice of Annual Meeting of Shareholders
| Items of Business | |||
|---|---|---|---|
| DATE AND TIMEWednesday, April 29, 20269:00 AMCentral TimeLOCATION1001 Fannin Street,Suite 1500, Houston,Texas 77002RECORD DATEMarch 9, 2026How to VoteONLINEwww.proxyvote.comBY PHONE1-800-690-6903BY MAILSign, date and returnyour proxy card in theenclosed envelope | |||
| PROPOSALS · BOARD VOTERECOMMENDATION · FOR FURTHERDETAILS | |||
| 1 | Election of eleven Directors to serve until the Company's 2027 Annual Meeting. | “FOR” all nominees | Page 17 |
| 2 | Advisory vote to approve executive compensation as described in the accompanying proxy statement. | “FOR” | Page 53 |
| 3 | Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026. | “FOR” | Page 102 |
| We will also transact such other business as mayproperly come before the Annual Meeting.Houston, TexasMarch 19, 2026By 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 29, 2026Chord 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 2026 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, 2025 (the “Annual Report”) available to its shareholders at www.proxyvote.com. | |||
| 2026 Proxy Statement | 3 |
|---|
| Notice of Annual Meeting of Shareholders | 3 | |
|---|---|---|
| Highlights | 5 | |
| Company Overview | 5 | |
| 2025 Operational and Financial Highlights | 5 | |
| 2025 Shareholder Return Highlights | 5 | |
| Our Value Proposition | 6 | |
| Safety and Sustainability | 7 | |
| Human Capital Management | 8 | |
| Proxy Summary | 9 | |
| Director Nominees | 9 | |
| Governance At-a-Glance | 11 | |
| Elements of Compensation | 12 | |
| Committee Oversight | 14 | |
| Best Practices in Our Compensation Program | 14 | |
| Board of Directors | 17 | |
| Proposal 1 – Election of Directors | 17 | |
| Board Nominee Background | 18 | |
| Board Skills, Experience and Qualifications | 18 | |
| Director Independence | 21 | |
| Who We Are | 22 | |
| Director Nomination and Refreshment | 33 | |
| Corporate Governance | 34 | |
| Governance At-a-Glance | 34 | |
| Board Structure and Operations | 35 | |
| Board’s Role and Responsibilities | 41 | |
| Shareholder Engagement and Director Communications | 45 | |
| Other Governance Policies and Practices | 46 |
| Director Compensation | 48 | |
|---|---|---|
| Stock Ownership Guidelines | 48 | |
| Director Compensation Table | 49 | |
| Executive Officers | 50 | |
| Proposal 2 – Advisory Vote to Approve Executive Compensation | 53 | |
| Executive Compensation Matters | 54 | |
| Compensation Discussion and Analysis | 54 | |
| Compensation and Human Resources Committee Report | 77 | |
| Executive Compensation Tables | 78 | |
| Pay Ratio | 92 | |
| Pay versus Performance | 93 | |
| Audit Matters | 102 | |
| Proposal 3 – Ratification of Appointment of the Independent Registered Public Accounting Firm | 102 | |
| Audit and All Other Fees | 103 | |
| Pre-Approval Policies and Procedures | 103 | |
| Audit and Reserves Committee Report | 103 | |
| Security Ownership of Certain Beneficial Owners and Management | 105 | |
| Users' Guide | 107 | |
| Other Information | 113 |
| 4 | 2026 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.