CHORD ENERGY CORP (CHRD)
Sector: Energy
2026 Annual Meeting Analysis
CHORD ENERGY CORP · Meeting: April 29, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of eleven Directors to serve until the Company's 2027 Annual Meeting
Director since 2022 with strong E&P industry credentials; CHRD's 3-year price return of +25.4% vs the S&P 500 (^GSPC — S&P 500) return of +62.5% is a gap of -37.1pp, which does not reach the 65pp threshold required to trigger a vote against for strong-positive TSR companies; no overboarding, attendance, or independence concerns.
CEO and director since 2022; the TSR underperformance gap of -37.1pp vs the S&P 500 (^GSPC — S&P 500) does not breach the 65pp threshold for strong-positive absolute TSR companies, so no TSR trigger fires; no overboarding or other disqualifying factors apply.
Director since 2022 with extensive E&P CEO experience; the -37.1pp gap vs the S&P 500 (^GSPC — S&P 500) benchmark does not reach the 65pp trigger threshold; no attendance, overboarding, or independence issues identified.
Director since 2024, well within the 24-month new-director exemption window, so the TSR trigger does not apply; brings deep E&P operational and CEO experience from Enerplus; no other disqualifying factors.
Director since 2024 and within the 24-month new-director exemption, so no TSR trigger applies; strong E&P and investment banking background; no overboarding or independence concerns.
Director since 2022 with deep petroleum engineering and ESG expertise; the -37.1pp gap vs the S&P 500 (^GSPC — S&P 500) does not reach the 65pp trigger threshold; serves on audit committee with disclosed financial expert designation, no independence issues.
Director since 2022 with extensive energy finance experience; the -37.1pp TSR gap vs the S&P 500 (^GSPC — S&P 500) does not breach the 65pp threshold; holds two outside public board seats (Kinetik, PAA GP Holdings) as a non-executive director, which is below the four-seat overboarding threshold.
Director since 2024 and within the 24-month new-director exemption; brings strong E&P operational and financial expertise; no overboarding or independence concerns.
Director since 2024 and within the 24-month new-director exemption; former ConocoPhillips CFO with deep financial expertise serving as Audit Committee Chair; holds two outside public board seats (SLB, Westlake), below the four-seat threshold.
Director since 2022 with strong business strategy and compensation expertise; the -37.1pp gap vs the S&P 500 (^GSPC — S&P 500) does not reach the 65pp trigger threshold; holds two outside public board seats (Group 1 Automotive, Memorial Hermann), below the overboarding threshold.
Director since 2022 with extensive energy legal and governance experience; the -37.1pp TSR gap vs the S&P 500 (^GSPC — S&P 500) does not breach the 65pp threshold; holds two outside public board seats (Texas Pacific Land, Summit Midstream), below the four-seat overboarding threshold.
All eleven director nominees pass policy screens. CHRD's 3-year price return of +25.4% is a strong positive return, but the -37.1pp gap relative to the S&P 500 (^GSPC — S&P 500) benchmark does not reach the 65pp underperformance threshold required to trigger against votes for companies with strong positive absolute returns. Four directors (Dundas, Foulkes, Polzin, Sheets) joined in 2024 and are exempt from the TSR trigger under the 24-month new-director rule. No overboarding, attendance, or independence concerns were identified across the slate.
Say on Pay
✓ FORCEO
Daniel Brown
Total Comp
$8,567,235
Prior Support
98%%
CEO Daniel Brown's total compensation of $8,567,235 is in line with benchmarks for a CEO at a mid-large-cap E&P company ($7.5B market cap), and the pay program is heavily performance-based: 89% of the CEO's total pay is variable or at-risk, with 75% in equity (of which 67% is tied directly to absolute and relative total shareholder return performance stock awards) and 14% in performance cash. The company earned ~98% approval on last year's say-on-pay vote, reflecting strong shareholder support, and the compensation committee responded to prior feedback by incorporating sustainability metrics. While the stock underperformed the S&P 500 (^GSPC — S&P 500) over three years, the TSR-linked performance stock awards appropriately expose executives to downside risk, and the annual cash bonus was modestly reduced by a 0.9x negative modifier due to the stock declining more than 10% in 2025, demonstrating that the incentive structure is working as designed.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$2,193,000
Non-Audit Fees
$941,000
Non-audit fees (audit-related fees of $185,000 plus tax fees of $754,000 plus other fees of $2,000 = $941,000) represent approximately 43% of audit fees of $2,193,000, which is below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; PwC is a Big 4 firm appropriate for a $7.5B market cap company; no material restatements were identified.
Overall Assessment
The 2026 Chord Energy annual meeting presents three standard proposals: election of eleven directors, ratification of PricewaterhouseCoopers as auditor, and an advisory say-on-pay vote. All proposals pass policy screens and receive FOR determinations — the director TSR gap versus the S&P 500 (^GSPC — S&P 500) does not reach the high threshold applicable to companies with strong positive absolute returns, PwC's non-audit fee ratio is below the independence threshold, and the executive compensation program is strongly performance-oriented with 89% of CEO pay at risk.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing