chrd-20230316

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. )

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Chord Energy Corporation
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Dear Shareholders,

2022 marked a transformational year for our company. On July 1, 2022, we closed the merger-of-equals transaction between Oasis Petroleum and Whiting Petroleum, creating Chord Energy, a scaled unconventional oil producer with a premier Williston Basin position. Together, we believe the new company is well positioned to create and deliver value for our stakeholders against the backdrop of an evolving energy landscape.

In 2023, we are focused on delivering value from the best practices identified and from synergies related to increased operational efficiency and scale. On this front, integration is progressing better than originally expected. Chord has increased its targeted annual synergies from $65 million to $100 million. Importantly, with our culture of continuous improvement, we expect to drive further efficiencies for years to come.

Additionally, our focus on creating shareholder value remains steadfast. Shortly after the merger, we announced a progressive return of capital program and committed to returning 75% or more of adjusted free cash flow to shareholders at current leverage levels. Further, we have implemented a rigorous capital allocation framework and believe in maintaining a strong balance sheet. Given our strong asset base, low leverage, and modest reinvestment rate, we believe Chord is in a unique position to deliver strong returns to our shareholders while maintaining significant organizational flexibility.

Chord remains committed to our sustainability values and ESG leadership, which we believe is a key component of our ability to be successful going forward. Chord is dedicated to transparent reporting of its environmental, social and governance (“ESG”) performance. We will issue our first formal Sustainability Report as an integrated company in 2023 which will cover our 2022 performance on a combined basis.

As we look forward, the company is in a compelling position to deliver value for all its stakeholders. Chord’s core values revolve around being responsible stewards of our resources, people, and environment for the benefit of our communities and our stakeholders. We would appreciate your vote in support of the items described in the accompanying proxy statement. Together, we are well-positioned for continued success.

Sincerely,



Daniel E. Brown						Lynn A. Peterson
President and Chief Executive Officer						Executive Chair


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The 2023 Annual Meeting of Shareholders of Chord Energy Corporation (the "Company") will be held at the offices of the Company, 1001 Fannin Street, Suite 1500, Houston, Texas 77002, on Wednesday, April 26, 2023, at 9:00 a.m. Central Time.

AGENDA:

1. Election of nine Directors to serve until the Company's 2024 Annual Meeting.

2. Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023.

3. Advisory vote to approve executive compensation as described in the accompanying proxy statement.

4. Advisory vote on the frequency of future executive compensation advisory votes.

5. To transact such other business as may properly come before the Annual Meeting.

These proposals are described in the accompanying proxy materials. You will be able to vote at the Annual Meeting only if you were a shareholder of record at the close of business on March 9, 2023.

YOUR VOTE IS IMPORTANT

Please vote over the Internet at www.proxyvote.com or by phone at 1-800-690-6903 promptly so that your shares may be voted in accordance with your wishes and so that we may have a quorum at the Annual Meeting. Alternatively, you may complete, sign and return a proxy card by mail. Instructions on how to vote can be found on page 72.


			By Order of the Board of Directors,



Houston, Texas			Melissa K. Buce
March 16, 2023			Assistant Secretary

IMPORTANT NOTICE REGARDING THE ELECTRONIC AVAILABILITY OF

PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 26, 2023

Chord 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 Annual Meeting. The Company is making this proxy statement and its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”) available to its shareholders at www.proxyvote.com.

CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical facts, included in this proxy statement that address activities, events or developments that Chord expects, believes or anticipates will or may occur in the future, including any statements regarding the benefits and synergies of the merger (the "Merger") between Oasis Petroleum Inc. ("Oasis") and Whiting Petroleum Corporation ("Whiting"), future opportunities for Chord, future financial performance and condition, guidance and statements regarding Chord’s expectations, beliefs, plans, objectives, assumptions or future events or performance are forward-looking statements. The words “anticipate,” "believe," "goal," "target," “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “likely,” “plan,” “positioned,” “strategy” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include, but are not limited to, the ultimate results of integrating the operations of Oasis and Whiting, the effects of the business combination on Chord, including Chord’s future financial condition, results of operations, strategy and plans, the ability of Chord to realize the anticipated benefits or synergies of the merger in the timeframe expected or at all, litigation relating to the merger, changes in crude oil, natural gas liquids, and natural gas prices, war and political instability in Ukraine and the effect on commodity prices due to the ongoing conflict in Ukraine, inflation rates and the impact of associated monetary policy responses, including increased interest rates, developments in the global economy, the impact of pandemics such as COVID-19, weather and environmental conditions, the timing of planned capital expenditures, availability of acquisitions, uncertainties in estimating proved reserves and forecasting production results, operational factors affecting the commencement or maintenance of producing wells, the condition of the capital markets generally, as well as Chord’s ability to access them, the proximity to and capacity of transportation facilities, the availability of midstream service providers, uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting Chord’s business, as well as those factors discussed under “Item 1A. Risk Factors,” “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in our Annual Report on Form 10-K filed with the SEC on February 28, 2023. All forward-looking statements speak only as of the date of this proxy statement. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this proxy statement are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved, and we disclaim any obligation to update or revise these statements unless required by securities law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf, and you should not place undue reliance on these forward-looking statements.

NOTE REGARDING CERTAIN VOLUNTARY DISCLOSURES

We have included in this proxy statement certain voluntary disclosures regarding our environmental, health and safety efforts, community involvement and related matters because we believe these matters are of interest to some of our investors; however, we do not believe these disclosures are “material” as that concept is defined by or construed in accordance with the securities laws or any other laws of the U.S. or any other jurisdiction (collectively, “Applicable Law”), or as that concept is used in the context of financial statements and financial reporting, and nothing in these voluntary disclosures or other sustainability reports or statements we may issue from time to time should be construed to indicate otherwise. In addition, although our voluntary disclosures or other sustainability reports or statements may describe potential future events that may be significant, the significance of those potential events should not be read as equating to materiality as the concept is defined by or construed in accordance with Applicable Law, or as the concept is used in the context of financial statements and financial reporting. Moreover, while we may use the terms “material,” “materiality” and similar terms in our voluntary disclosures or other sustainability reports or statements, we are using such terms to refer to the topics that may reflect significant environmental or social impacts or to topics that substantively influence assessments by certain third parties promulgating various environmental or social ratings or scores, and are not using “material,” “materiality” and similar terms in these contexts as those concepts are defined by or construed in accordance with Applicable Law, or as those concepts are used in the context of financial statements and financial reporting.

RECENT DEVELOPMENTS

Chord Energy Corporation, formerly known as Oasis Petroleum Inc., was established on July 1, 2022 upon completion of the combination of Oasis and Whiting in a merger of equals transaction. As previously announced, Oasis and Whiting entered into an Agreement and Plan of Merger (the “Merger Agreement”) on March 7, 2022. The Merger was unanimously approved by the respective Boards of Directors of both companies, and the proposals relating to the Merger were approved by the stockholders of both companies on June 28, 2022. In connection with the completion of the Merger, we changed our name from Oasis Petroleum Inc. to Chord Energy Corporation. Pursuant to the Merger Agreement, Whiting survives as a wholly owned subsidiary of the Company.

SELECTED TABLE OF CONTENTS


Proxy Statement 2023 Annual Meeting of Shareholders
Item 1 - Election of Directors						1
Our Director Nominees						2
Board Governance						11
Sustainability at Chord						17
Director Compensation						20
Our Executive Officers						22
Audit and Reserves Committee Report						23
ITEM 2 - Ratification of Appointment of the Independent Registered Public Accounting Firm						25
Compensation and Human Resources Committee Report						27
ITEM 3 - Advisory Vote to Approve Executive Compensation						28
Compensation Discussion and Analysis						30
Overview and Highlights						30
Compensation Philosophy						31
2022 Pre-Merger Compensation						34
2022 Post-Merger Compensation						40
Employee Benefits						41
Best Practices in Our Compensation Program						41
How We Make Executive Compensation Decisions						43
Actions Taken for the 2023 Fiscal Year						45
Employment Agreements for Named Executive Officers						47
Executive Compensation						49
Summary Compensation Table						49
Grants of Plan-Based Awards						50
Outstanding Equity Awards at Fiscal Year End						51
Options Exercised and Stock Vested						53
Potential Payments Upon Termination and Change in Control						54
Pay Ratio						59
Pay Versus Performance						60
ITEM 4 - Advisory Vote on the Frequency of Future Executive Compensation Advisory Votes						67
Security Ownership of Certain Beneficial Owners and Management						69
Users' Guide						71

Item 1: Election of Directors

WHO WE ARE

HOW WE ARE SELECTED AND ELECTED

HOW WE GOVERN AND ARE GOVERNED

HOW WE ARE COMPENSATED

HOW TO COMMUNICATE WITH US

THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE PERSONS NOMINATED

WHO WE ARE

Our directors are diverse, 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. Upon the consummation of the merger between Whiting and Oasis, the Board of Directors of the Company (the “Board of Directors” or the “Board”) was comprised of ten directors, of whom five directors were designated by Oasis (including Daniel E. Brown, the Chief Executive Officer (“CEO”) of the combined company, and four independent directors) and five directors were designated by Whiting (including Lynn A. Peterson, the Executive Chair of the combined company, and four independent directors). Pursuant to the terms of the Merger Agreement, Mr. Peterson will not stand for election at the Company’s 2023 Annual Meeting, and his term as a director and Executive Chair of the Company will end on December 31, 2023.

Set forth below is biographical information about each of the Company’s directors.


	Principal occupation or employment ▪Executive Chair, Chord Energy Corporation Previous Experience ▪President and CEO of Whiting Petroleum (2020-2022) ▪Chairman of the Board, CEO and President of SRC Energy Inc. (2015-2020) ▪Co-founder of Kodiak Oil & Gas Corporation, President and CEO (2002-2014) and Director until its acquisition by Whiting Petroleum Other Directorships ▪Denbury Resources Inc. ▪PDC Energy, Inc. ▪Whiting Petroleum (2014-2015 and 2020-2022) ▪SRC Energy Inc. (2015-2020) Education ▪BS, Accounting – University of Northern Colorado	In addition to serving as Whiting’s Chief Executive Officer, Mr. Peterson has 42 years of experience in the oil and gas industry and his prior roles of chief executive officer and service as director at other public energy companies provide valuable understanding of the strategy of oil and gas companies.
LYNN A. PETERSON
EXECUTIVE CHAIR Denver, Colorado Age: 69 Director Since: 2022

OUR BOARD OF DIRECTORS


	Principal occupation or employment •President and Chief Executive Officer of Chord Energy Previous 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) Other directorships •Beacon Offshore Energy, LLC •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) * OMP was a subsidiary of the Company until its merger with Crestwood Equity Partners LP, which closed on February 1, 2022	Mr. Brown brings extensive experience from his 25 years in the oil and gas industry. His broad knowledge base developed during his career in U.S. onshore, as well as Gulf of Mexico 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.
DANIEL E. BROWN
CHIEF EXECUTIVE OFFICER Houston, Texas Age: 47 Director Since: 2021


	Committees •Compensation and Human Resources •Environmental, Social and Governance Principal occupation or employment •Private investor Previous Experience •CEO, Oasis Petroleum Inc. (2020-2021) •President, CEO and Director of Energy XXI Gulf Coast, Inc. (2017-2018) •President, CEO and Director of Yates Petroleum Corporation, a private E&P company until its acquisition by EOG Resources (2015-2016) •CEO of Aurora Oil & Gas Limited (2021-2014) •Marathon Oil Company for 24 years, Western Hemisphere Business Development and Upstream M&A Other directorships •California Resources Corporation, Nominating and Governance Committee and Finance Committee •Board Chair of Oasis Petroleum Inc. (2020-2022) •Board Chair of OMP GP LLC, general partner of Oasis Midstream Partners LP* (2020-2021) •Director of Chaparral Energy, Inc. (2017-2020) •Director of 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 * Oasis Midstream Partners LP (“OMP”) was a subsidiary of the Company until OMP’s merger with Crestwood Equity Partners LP, which closed on February 1, 2022	Mr. Brooks provides extensive industry and leadership experience to the Board and given his experience, he is well positioned to provide key insight into asset management, operations and strategy.
DOUGLAS E. BROOKS
LEAD INDEPENDENT DIRECTOR Montgomery, Texas Age: 64 Director Since: 2020


	Committees •Audit and Reserves •Chair, Environmental, Social and Governance ("ESG") Previous 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 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	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.
SUSAN M. CUNNINGHAM
CHAIR, ESG COMMITTEE Houston, Texas Age: 67 Director Since: 2022


	Committees •Audit and Reserves, Audit Committee Financial Expert •Environmental, Social and Governance Principal occupation or employment •Golden Advisory Services, LLC Previous Experience •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 Other directorships •Amerant Bancorp •Director of Crestwood Equity GP and Crestwood Equity Partners LP (2022) •Director of Gulfport Energy, an independent natural gas company (2020-2021) Education •BS, Petroleum Engineering - Colorado School of Mines	Ms. Holroyd holds FINRA Certifications (Series 79 and Series 63) and is a Certified Corporate Director and ESG certified by the National Association of Corporate Directors (NACD). She is a Registered Professional Engineer in the State of Texas. Ms. Holroyd's reserves and investment expertise are invaluable to Chord as a public company navigating the current market environment.
SAMANTHA F. HOLROYD
Houston, Texas Age: 54 Director Since: 2020

OUR BOARD OF DIRECTORS


	Committees •Audit and Reserves, Audit Committee Financial Expert •Environmental, Social and Governance Previous Experience ▪SVP and CFO, Cimarex Energy Co., (2002-2015) ▪SVP and CFO, Key Production Company (1999-2002) ▪Gas Research Analyst at an investment banking firm ▪Apache Corporation – various positions including corporate planning, information technology and Investor relations Other Directorships ▪PDC Energy ▪Director of Crestwood Equity GP and Crestwood Equity Partners LP (2022) ▪Whiting Petroleum - Audit (Chair) and Nominating and Governance Committees (2020-2022) ▪SRC (2016-2022) ▪Antero Midstream Partners LP (2019) ▪Antero Resources Corporation (2018-2021) Education ▪BS, Economics - University of North Dakota ▪MS, Accounting - University of North Dakota	Mr. Korus has more than 35 years of oil and gas industry experience and brings strong financial and accounting expertise, having served as Chief Financial Officer of Cimarex Energy Co., as well as his experience having served as a CPA and a director of several other public energy companies.
PAUL J. KORUS
Littleton, Colorado Age: 66 Director Since: 2022


	Committees •Compensation and Human Resources •Nominating and Governance Previous 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 Other Directorships ▪Altus Midstream Company ▪PAA GP Holdings LLC ▪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. (2015-2017) ▪Range Resources Corporation (2005-2018) Education/Certifications ▪BA, Economics and Geology – Amherst College ▪MBA, Finance – Wharton School at the University of Pennsylvania	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.
KEVIN S. MCCARTHY
Houston, Texas Age: 63 Director Since: 2022


	Committees •Chair, Compensation and Human Resources •Nominating and Governance Principal occupation or employment ▪President and Sole Owner of AT Strategies LLC Previous Experience ▪Deloitte, 1987 until her retirement in 2018 ▪Vice Chairman and Managing Partner of the Houston office of Deloitte (2005-2018) ▪Deloitte – U.S. Chief Strategy Officer and Global Leader for e-business Other Directorships ▪Group 1 Automotive, Inc. ▪Southwestern Energy Company ▪Whiting Petroleum - Compensation and Human Resources (Chair) and ESG Committees (2020-2022) Education ▪BS and MS, Engineering – University of Utah ▪Attended Princeton University for doctorate studies in civil engineering	Ms. Taylor has extensive background in business strategy development and execution, technology, management and leadership, talent development and corporate governance, as well as energy industry and public company knowledge.
ANNE TAYLOR
CHAIR, COMPENSATION AND HUMAN RESOURCES COMMITTEE Houston, Texas Age: 67 Director Since: 2022


	Committees •Chair, Audit and Reserves, Audit Committee Financial Expert •Nominating and Governance Principal occupation or employment •President and CEO of Tree Energy Solutions, Americas Division, and Chief Strategy Officer of TES Group Previous Experience •Senior Vice President, Midstream and Marketing for Occidental Petroleum (2016-2019) •Senior Vice President, Strategy and Development for Occidental •Executive Vice President and Chief Financial Officer of Occidental •Managing Director in the Global Natural Resources Group and Mergers & Acquisitions Group in the Investment Banking Division at Goldman, Sachs & Co. Certain other directorships ◦Sempra, Audit Committee and Safety, Sustainability & Technology Committee Education ▪BBA, The University of Texas at Austin	Ms. Walker brings extensive financial expertise and executive management experience to the Board. Her investment banking experience provides insight into the investor perspective.
CYNTHIA L. WALKER
CHAIR, AUDIT AND RESERVES COMMITTEE Houston, Texas Age: 46 Director Since: 2020

OUR BOARD OF DIRECTORS


	Committees •Compensation and Human Resources •Chair, Nominating and Governance Previous Experience •Served as Senior Vice President, General Counsel and Corporate Secretary of Energy XXI Gulf Coast, Inc., an oil and natural gas company (2018) •Various roles at EP Energy Corporation, including as Senior Vice President, Land Administration, General Counsel and Corporate Secretary (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) Certain other directorships •Summit Midstream Partners, LP, Nominating, Governance and Sustainability Committee Chair, Compensation Committee Education ◦BS, Linguistics - Georgetown University ◦J.D. - Georgetown University Law Center	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.
MARGUERITE N. WOUNG-CHAPMAN
CHAIR, NOMINATING AND GOVERNANCE COMMITTEE Houston, Texas Age: 57 Director Since: 2021

To the extent authorized by the proxies, the shares represented by the proxies will be voted in favor of the election of the nine nominees for director whose names are set forth herein. If for any reason any of these nominees is not a candidate when the election occurs, the shares represented by such proxies will be voted for the election of the other nominees named and may be voted for any substituted nominees or the Board may reduce its size. However, management of the Company does not expect this to occur.

HOW WE ARE SELECTED AND ELECTED

SKILLS, EXPERIENCE, DIVERSITY

The Board believes it is important for directors to possess a diverse array of backgrounds, skills, and achievements. When considering new candidates, the Nominating and Governance Committee (the “NG Committee”), with input from the Board, takes these factors into account as well as other appropriate characteristics, such as sound judgment, personal character and integrity. The Board’s commitment to diversity is embodied in the charter of the NG Committee which states that the NG Committee will take into account in considering individual director candidates “diversity in professional experience, skills and background, and diversity in race, gender and other attributes, and the optimal enhancement of the current mix of talent and experience” on the Board. The Committee takes reasonable steps to include diverse candidates in the pool of nominees and any search firm engaged by the Committee is affirmatively instructed to seek diverse candidates.

To identify nominees, the NG Committee may, in its discretion, engage one or more search firms or solicit recommendations from existing directors and management. If existing directors or management are solicited, their recommendations would be considered by the Committee along with any recommendations that have been received from shareholders. The NG Committee Charter provides that the NG Committee must treat recommendations for directors that are received from the Company’s shareholders equally with recommendations received from any other source; provided, however, that in order for such shareholder recommendations to be considered, the recommendations must comply with the procedures outlined in the Company’s Bylaws and described in the Company’s proxy statement for its annual meeting of shareholders.

The goal is to assemble and maintain a Board composed of individuals that not only bring a wealth of business and/or technical expertise, experience, and achievement, but that also demonstrate a commitment to ethics in carrying out the Board’s responsibilities with respect to oversight of the Company’s operations. We believe our current Board reflects these principles. With an average of over 30 years of industry experience, our directors have held leadership roles across the upstream, midstream, oil services, investing, banking, advising, and finance industries. Furthermore, one half of our directors are women, and they hold critical leadership positions such as our Board of Audit and Reserves Committee Chair, Compensation and Human Resources Committee Chair, Environmental, Social and Governance (“ESG”) Committee Chair, and NG Committee Chair.

A skill set chart follows that identifies this diversity of expertise, experience and characteristics that the Board believes contribute to an effective and well-functioning board. The lack of a check does not mean that the director does not possess that skill or experience. Rather, a check indicates that the item is a specific skill or experience that the director brings to the Board.

OUR BOARD OF DIRECTORS

Brooks

Brown

Cunningham

Holroyd

Korus

McCarthy

Peterson

Taylor

Walker

Woung-Chapman

SKILLS & EXPERIENCE

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

Compensation & Human Resources

Risk Management/Sustainability

Corporate Governance

Legal & Regulatory

DEMOGRAPHIC BACKGROUND

Tenure

2 years

<1 year

2 years

<1 year

2 years

<2 years

Age

Gender

The following matrix sets forth our directors’ self-identified gender identity and demographic characteristics that were voluntarily provided. Each of the categories listed in the matrix below has the meaning as it is used in Nasdaq Rule 5605(f) and related instructions.

Board Diversity Matrix (as of March 16, 2023)

Total Number of Directors

Female

Male

Non-Binary

Did Not Disclose Gender

Part I: Gender Identity

Directors

─

Part II: Demographic Background

African American or Black

─

Alaskan Native or Native American

─

Asian

─

Hispanic or Latinx

─

Native Hawaiian or Pacific Islander

─

White

─

Two or More Races or Ethnicities

─

LGBTQ+

Did Not Disclose Demographic Background

─

MAJORITY VOTING POLICY

The Company’s belief in directors’ accountability is evident in the provision in the Company’s Fourth Amended and Restated Bylaws (the “Bylaws”) which provide that any director who receives more votes “against” than “for” in an uncontested election must offer to tender their resignation to the Board of Directors for consideration. In such event the NG Committee will determine whether to accept such resignation, subject to approval by the full Board of Directors. Promptly following such a decision, the Board will disclose its decision and a description of the process by which the decision was reached.

PROXY ACCESS

Eligible shareholders, or a group of up to 20 shareholders and beneficial owners who have owned an aggregate of at least 3% of the Company’s outstanding common stock continuously for three years may nominate a candidate for election to the Board for inclusion in the Company’s proxy materials in accordance with the proxy access provisions of Section 3.14 of the Company's Bylaws.

ANNUAL ELECTIONS

Our directors are elected each year at our annual meeting and serve one-year terms; however, Mr. Peterson will not stand for election at the Company's 2023 Annual Meeting as his term as Executive Chair will end on December 31, 2023 pursuant to the terms of the Merger Agreement.

OUR BOARD OF DIRECTORS

HOW WE GOVERN AND ARE GOVERNED

The Board and management believe that one of their primary responsibilities is to promote a corporate culture of accountability, responsibility and ethical conduct throughout the Company. The Company is committed to maintaining high standards of business conduct and corporate governance, which we believe is essential to operating our business efficiently, maintaining our integrity in the marketplace and serving our shareholders. Consistent with these principles, the Company has adopted a Corporate Code of Business Conduct and Ethics, which applies to all of the Company’s directors, officers, and other employees, and Corporate Governance Guidelines. These documents, together with our Certificate of Incorporation, Bylaws and the Board committee charters, form the framework for our governance.

Please visit the Company’s website at ir.chordenergy.com/corporate-governance for additional information on our corporate governance, including:

▪our Bylaws;

▪our Corporate Code of Business Conduct and Ethics;

▪our Corporate Governance Guidelines; and

▪our the charters for each of our four committees, as further described below.

BOARD LEADERSHIP STRUCTURE

The Board is responsible for the control and direction of the Company. The diversity and strength of the Board members’ professional and leadership experience allows for open and robust dialog and decision-making ability, including with respect to the Board’s leadership structure.

The Company’s Corporate Governance Guidelines contain the Board’s policy that the offices of Board Chair and Chief Executive Officer ("CEO") should be held by two different individuals. However, our Bylaws do permit the same person to hold both positions, for there to be an Executive Chair, or for there to be a Board Chair that is not otherwise independent, so long as the Board appoints a Lead Independent Director for any period in which the Board Chair is not independent.

Executive Chair. In connection with the merger of equals between Oasis and Whiting, Mr. Peterson was appointed Executive Chair of the Board on July 1, 2022 to serve until December 31, 2023. Prior to his appointment as Executive Chair, Mr. Peterson served as President and Chief Executive Officer of Whiting and as a member of the Whiting board.

The Board approved separate positions for Executive Chair and CEO at the time of the Merger because this structure was intended to promote a smooth and seamless transition of leadership following the Merger. We also believe that the separation of the positions of CEO and Executive Chair allows the CEO to focus initially on the management of the new Company while the Executive Chair focuses on overall Board oversight and integration.

Lead Independent Director. The Company’s Bylaws empower the Lead Independent Director to preside over the meetings of the non-management directors and to provide, in conjunction with the Board Chair and CEO, leadership and guidance to the Board. In connection with Mr. Peterson’s appointment as Executive Chair, Mr. Brooks was elected by the independent members of the Board to serve as Lead Independent Director on July 1, 2022.

The Lead Independent Director's responsibilities and authority also included:

▪serving as Chair of Board meetings at which the Board Chair is not present;

▪serving as a liaison between the Board Chair and independent directors, and facilitating communications among the other members of the Board;

▪establishing the agenda for each meeting of the non-management directors;

▪serving as the Board’s contact for employee and shareholder communications with the Board of Directors;

▪calling special meetings of the independent directors when necessary and appropriate; and

▪performing other duties as the Board may from time to time delegate.

The non-management directors of the Board regularly meet in executive session without the CEO, Executive Chair or other members of management present. As Lead Independent Director, Mr. Brooks presides at these meetings and provides the Board’s guidance and feedback to the Company’s management team, to which the Board has full access.

DIRECTOR INDEPENDENCE

To ensure a strong and independent board, all directors of the Company, other than Mr. Brown and Mr. Peterson, are independent. The Company’s Corporate Governance Guidelines require the assessment of directors’ independence each year. A director cannot be considered independent unless the Board of Directors affirmatively determines that he or she does not have any relationship with management or the Company that may interfere with the exercise of his or her independent judgment.

The Board of Directors has assessed the independence of each non-employee director nominee under the Company’s Corporate Governance Guidelines and the independence standards of the Nasdaq. The Board of Directors affirmatively determined that all eight non-employee directors (Mses. Cunningham, Holroyd, Taylor, Walker, and Woung-Chapman and Messrs. Brooks, Korus and McCarthy) are independent.

RISK OVERSIGHT

The Board exercises risk management oversight and control directly and through its committees. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports and by management about the known risks to the strategy and the business of the Company. Except as described, the administration of the Board's oversight function does not have an effect on the Board's leadership structure.


Board of Directors
The Board has overall responsibility for risk oversight. A fundamental part of risk oversight is not only understanding the material risks that the Company faces and the steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. The involvement of the Board in reviewing our business strategy is an integral aspect of the Board’s assessment of management’s tolerance for risk and also its determination of what constitutes an appropriate level of risk for the Company. While the full Board has overall responsibility for risk oversight, the Board has delegated oversight responsibility related to certain risks to the Audit and Reserves Committee, the Compensation and Human Resources Committee, the ESG Committee, and the NG Committee.
Audit and Reserves						Compensation and Human Resources
▪Discusses with management the Company’s guidelines and policies related to risk management, including exposure to financial risk, commodity price risk and cybersecurity risk. ▪Oversees the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements						▪Evaluates the compensation policies and practices for all employees for any material risks that are reasonably likely to have a material adverse effect on the Company and to align the compensation programs with shareholders’ best interests and avoid motivating the Company’s employees to take excessive risks. ▪Oversees strategies and initiatives related to human capital management, including employee engagement and diversity, equity and inclusion
Environmental, Social and Governance						Nominating and Governance
▪Reviews and makes recommendations to the Board regarding policies, programs and practices to ensure that management and the Board are aligned in their assessment of public policy and reputational risk in the business. ▪Reviews and makes recommendations to the Board regarding the Company’s operational risks and such other risks as may be delegated to the Committee by the Board.						▪Oversees the management of the Company's compliance and governance programs, including the Corporate Code of Business Conduct and Ethics, by the Company's Compliance Officer. ▪Reviews emerging corporate governance regulations and best practices applicable to the Company and develops appropriate recommendations to the Board.

OUR BOARD OF DIRECTORS

Enterprise Risk Management ("ERM"). With oversight from the Board of Directors, management formalized its ERM program to ensure organizational reliability and to protect against possible disruptions. As part of the ERM program, management created an ERM committee, made up of members of senior management, which seeks to improve our knowledge and awareness of emerging and strategic risks. The ERM program was implemented with the following goals:

■Increasing strategic thinking about known and emerging risks that affect business strategy decisions; and

■Building out an infrastructure that supports adoption of adequate measures to manage risks related to business activities.

Formalizing our ERM process has allowed us to have a better enterprise-view of risks, improve our risk response and preparedness and better incorporate risk mitigation around existing and emerging risks into our strategic plans.

Information Security Risk. As noted above, the Audit and Reserves Committee oversees management's monitoring of cybersecurity risk, and management reports to the committee at least annually regarding risks related to information security. All Company employees participate in information security training at least quarterly through required online learning programs. The Company has not experienced a material information security breach in the last three years.

BOARD COMMITTEES

The Board of Directors has four standing committees: the Audit and Reserves Committee, the Compensation and Human Resources Committee, the ESG Committee and the Nominating and Governance Committee. Each of our standing committees has a charter that is publicly available on the Company’s website at ir.chordenergy.com/corporate-governance.

Audit and Reserves

Compensation and Human Resources

Environmental, Social and Governance

Nominating and Governance

Lynn A. Peterson

Daniel E. Brown

Douglas E. Brooks

Susan M. Cunningham

Samantha F. Holroyd $

Paul J. Korus $

Kevin S. McCarthy

Anne Taylor

Cynthia L. Walker $

Marguerite N. Woung-Chapman

C = Chair M = Member $ = Financial Expert

The Audit and Reserves Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the Company’s independent registered public accounting firm, which reports directly to the committee, and each year, the committee reviews the independent registered public accounting firm’s qualifications, independence and performance. The committee also assists the Board with its oversight of the integrity of the Company’s consolidated financial statements, the appointment, compensation, and performance of the Company’s internal auditor, the integrity of the estimates of the Company’s crude oil and natural gas reserves, the independence, qualifications and performance of the Company’s independent reservoir engineers, compliance by the Company with legal and regulatory requirements and the Company’s monitoring of cybersecurity risk. The Audit and Reserves Committee meets regularly with representatives of the independent registered public accounting firm, the independent reservoir engineers and with the internal auditor for these purposes.

The Board has identified Cynthia Walker, Samantha Holroyd, and Paul Korus as qualified financial experts and has designated each of them as “Audit Committee Financial Experts” as defined by the SEC. All members of the Audit and Reserves Committee are independent under the rules of the Nasdaq and the Company’s independence standards.

The Compensation and Human Resources Committee oversees the compensation of the Company’s officers and directors and administers the Company’s annual incentive compensation plan, the long-term incentive plan and the stock plan for non-employee directors. The committee also annually evaluates the performance of the Company’s CEO and other executive officers in light of the Company’s executive compensation goals and objectives, and reviews with management and recommends inclusion of the Compensation Discussion and Analysis (the “CD&A”) section in the proxy statement for the annual meeting of shareholders. The CD&A included in this proxy statement contains additional information about the Compensation and Human Resources Committee. In carrying out its duties, the committee has direct access to outside advisors, independent compensation consultants and others to assist them. The committee also oversees strategies and initiatives related to human capital management, including employee engagement and diversity, equity and inclusion.

All of the members of the Compensation and Human Resources Committee are independent under the rules of the Nasdaq and the Company’s independence standards.

The Environmental, Social and Governance Committee oversees the Company’s general approach, strategies, and goals for addressing ESG matters relevant to the Company. The committee additionally monitors the Company’s policies, controls and systems for ESG matters and broader ESG trends, including climate change, economic policy, natural resource policy, environmental, and health and safety matters. In addition, the committee oversees the publication of the Company’s sustainability-related disclosure and assists the Board with its oversight of the Company’s ESG-related policies and programs, including its commitment to protect the health and safety of the Company’s workers and the communities in which we operate, promote sustainability and minimize the Company’s impact on the environment and comply with environment-related laws. The committee also provides oversight and recommendations related to the Company’s commitment to socially responsible business conduct and the promotion of diversity, compliance with related laws, and the support of charitable organizations and community affairs.

All of the members of the ESG Committee are independent under the rules of the Nasdaq and the Company’s independence standards.

The Nominating and Governance Committee identifies and recommends potential Board and committee members, oversees evaluation of the Board’s performance, assesses the Company’s Corporate Governance Guidelines and reviews the monitoring of the Company’s compliance programs and Corporate Code of Business Conduct and Ethics. In addition, the committee reviews relationships between the Company and directors to determine satisfaction of applicable independence standards, advises the Board on the need for any changes in its size and composition, oversees succession planning of the CEO and other executive officers and makes recommendations to the Board on the selection of a Lead Independent Director if the Board Chair is not independent. Furthermore, the committee reviews and recommends proposed changes to the Company’s Certificate of Incorporation and Bylaws, provides oversight of engagement with shareholder proposals and recommends Board responses to such proposals.

All of the members of the NG Committee are independent under the rules of the Nasdaq and the Company’s independence standards

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mses. Taylor and Woung-Chapman and Messrs. Brooks and McCarthy currently serve on the Compensation and Human Resources Committee. During 2022, none of the directors who served on the Compensation and Human Resources Committee (i) was an officer or employee of the Company, or (ii) had any relationship requiring disclosure by the Company under any paragraph of Item 404 of Regulation S-K; and none of the Company’s executive officers served as a director or member of the compensation committee (or other committee performing similar functions) of any other entity of which an executive officer served on the Board or the Compensation and Human Resources Committee. The Board previously appointed Mr. Brooks to serve as CEO of the Company between the time of former CEO Thomas Nusz's retirement in December 2020 and the appointment of Mr. Brown as CEO in April 2021. Mr. Brooks did not receive any salary, compensation, vacation, severance or other benefits for serving as CEO, but only received equity grants and cash compensation awarded to non-employee members of the Board.

OUR BOARD OF DIRECTORS

MEETING AND ATTENDANCE

During 2022, prior to the Merger closing, the Company's Board and committee meetings were as follows: 12 meetings of the Board, 5 meetings of the Audit and Reserves Committee, 6 meetings of the Compensation Committee, and 3 meetings of the Nominating, Environmental, Social and Governance Committee. Following the Merger closing, the Company's Board and committee meetings were as follows: 9 meetings of the Board, 3 meetings of the Audit and Reserves Committee, 4 meetings of the Compensation and Human Resources Committee, 3 meetings of the Environmental, Social, and Governance Committee, and 2 meetings of the Nominating and Governance Committee. All then-serving directors and all nominees’ attendance exceeded 75% of the total number of meetings of the Board and committees on which they served. Attendance for Board and committee meetings averaged 98% for the full year. All of the continuing members of the Oasis board attended the Oasis 2022 annual meeting of shareholders and all continuing members of the Whiting board attended the Whiting 2022 special meeting in lieu of an annual meeting of shareholders. As set forth in the Company’s Corporate Governance Guidelines, all Board members are expected to attend each annual meeting of shareholders.

TRANSACTIONS WITH RELATED PERSONS

Related Persons Transactions Policy. The Board of Directors recognizes that transactions with related person present a heightened risk of conflicts of interest and, therefore, adopted a Related Persons Transactions Policy (the “RPT Policy”) to be followed in connection with all related person transactions involving the Company.

Pursuant to the RPT Policy, the NG Committee will review the material facts of all Interested Transactions (as defined in the RPT Policy) and approve, disapprove or ratify any such transaction. The RTP Policy pre-approves certain transactions, including:

▪any transaction with another company at which a Related Person’s (as defined in the RTP Policy) only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved for any particular service does not exceed the greater of $500,000 or 25% of that company’s total annual revenues; and

▪any charitable contribution, grant or endowment by the Company to a charitable organization, foundation or university at which a Related Person’s only relationship is as an employee (other than an executive officer) or a director, if the aggregate amount involved does not exceed the lesser of $200,000 or 10% of the charitable organization’s total annual receipts.

In determining whether to approve or ratify entry into an Interested Transaction, the NG Committee shall take into account, among other factors, the following: (1) whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and (2) the extent of the Related Person’s interest in the transaction and (3) whether the Interested Transaction is material to the Company.

Directors are required to recuse themselves from any discussion or approval of any Interested Transaction for which he or she is a Related Person. Further, the RPT Policy requires that all Interested Transactions required to be disclosed in the Company’s filings with the SEC be so disclosed in accordance with applicable laws, rules and regulations.

Letter Agreement with Mr. Peterson. In connection with the Merger, on March 7, 2022, the Company entered into a letter agreement (the “Letter Agreement”) with Mr. Peterson, to address his role and terms of employment with the combined company subject to and effective upon completion of the Merger.

Pursuant to the Letter Agreement, Mr. Peterson agreed to assume the role of Executive Chair of the Board of the Company, effective upon the closing of the Merger, and to serve through December 31, 2023, or such earlier date as mutually agreed by Mr. Peterson and the Board (the “Peterson Term”). In the role of Executive Chair, Mr. Peterson fulfills the duties of Board Chair and provides strategic guidance, but is not a full-time employee.

The Letter Agreement also set forth the compensation terms related to Mr. Peterson's service as Executive Chair. In this role, Mr. Peterson receives an annual base salary of $500,000 and, for 2022 only, a target bonus opportunity. Mr. Peterson is not eligible to receive an annual bonus for 2023. For the period from January 1, 2022 to July 1, 2022, Mr. Peterson’s bonus was calculated based on the greater of target or actual performance of Whiting and was paid by Whiting prior to closing of the Merger. For the period from July 1, 2022 through December 31, 2022, Mr. Peterson’s annual bonus was calculated based on a target equal to 100% of his 2022 post-closing salary, and was

payable at 150% of target, which would have been $375,000. Along with the Company's Executive Officers, Mr. Peterson voluntarily reduced his bonus payment for this period to 135% of target, or $337,500, in consideration of the Company's safety performance during the second half of 2022. Finally, pursuant to the Letter Agreement, in January 2023, Mr. Peterson received an RSU award with a grant date fair value of $3,000,000, which will vest in full on December 31, 2023, subject to his continued employment through that date. The following table sets forth Mr. Peterson's compensation by the Company for 2022:


Base Salary(1)	Target Bonus(2)	Total
$251,928	$337,500	$589,428
(1)Reflects salary paid by Chord for the period from July 1, 2022 to December 31, 2022. (2)Target bonus pursuant to the Merger Agreement was 150% of target for the period from July 1, 2022 to December 31, 2022. Target for the period was $250,000, or 100% of base salary for the period. As described above, Mr. Peterson voluntarily reduced his bonus percentage to 135% of target.

Peterson Termination Provisions. Under the Letter Agreement, Mr. Peterson also acknowledged and agreed that, in connection with the changes to the terms and conditions of his employment pursuant to the Letter Agreement, he would not exercise his right to terminate employment for “Good Reason” pursuant to his then existing employment agreement and equity incentive compensation awards with Whiting. However, upon the earlier of (i) the end of the Peterson Term and (ii) the termination of Mr. Peterson’s employment without “Cause”, for “Good Reason” (due to actions by the Company and not contemplated by the Letter Agreement), due to death or disability or by mutual agreement, Mr. Peterson will be entitled to receive (x) the severance payments and benefits provided by his pre-closing employment agreement with Whiting (based on his base salary and target annual bonus as in effect immediately prior to the Merger closing) and (y) full accelerated vesting of any unvested and outstanding equity awards. Such payments and benefits will be subject to Mr. Peterson’s continued compliance with any post-employment obligations and his execution of a release of claims in favor of the Company. The severance benefits referenced in clause (x) above are as follows:


Base Salary(1)	Target Bonus(2)	COBRA	Severance(3)	Total Payments
$700,000	$770,000	$2,160	$1,470,000	$2,942,160
(1)Base Salary in effect immediately prior to Merger closing. (2)Target bonus percentage in effect immediately prior to Merger closing (110%). (3)Base Salary plus Target Bonus.

SUSTAINABILITY AT CHORD

COMMITMENT TO TRANSPARENT REPORTING OF OUR ESG PERFORMANCE

At Chord, our commitment is to improve lives by safely and responsibly providing affordable, reliable and abundant energy. Excelling in ESG performance is foundational to our business and operational strategy and to the long-term value creation for our shareholders, employees and communities. We recognize that in order to attract capital and investors, attract and retain top talent and be welcomed into communities that we must demonstrate we are good stewards of the resources with which we are entrusted. We continue to build out a data-driven reporting infrastructure to assist in risk management, diligence and the ongoing business execution.

Overview of Chord's Approach

The Company recognizes that certain ESG matters are important to Chord’s various stakeholders. Following the closing of the merger between Oasis and Whiting on July 1, 2022, Chord created a new position of Vice President of Sustainability, inclusive of ESG and ERM, who immediately began aggregating and enhancing the ESG programs and data of Oasis and Whiting. In the fall of 2022, Chord released an ESG stakeholder letter and ESG performance metrics. In its stakeholder letter, the Company committed to improve transparency by reporting Scope 1 and Scope 2 operated GHG emissions while continuing to align disclosures towards the Sustainability Accounting Standards Board ("SASB") and Task Force on Climate Related Financial Disclosures ("TCFD") frameworks. We plan to publish a more comprehensive sustainability report later this summer. Strong and effective corporate governance is paramount to our continued success and improvement; and better enables us to proactively manage risks and opportunities related to our business strategy.

Chord's ESG program is guided by the following principles:

▪Authenticity—be true to the spirit of ESG goals, metrics, and policies

▪Transparency—be transparent, even when performance is not exactly where we want it to be

▪Focus—prioritize resources on the sustainability items flagged as most important by the Company and its stakeholders

ESG Oversight

Chord’s Board of Directors is responsible for oversight of our ESG efforts and performance. The Board achieves active oversight through a dedicated ESG Committee of four independent directors. This diverse and highly engaged committee meets at least quarterly with the executive team and senior leaders to pursue continuous improvement in our ESG performance, including overseeing management’s execution of the Company’s environmental, social and safety objectives and incorporating specific safety and environmental metrics into the annual evaluation of executive and employee compensation. Through our formalized ERM program, we aim to increase strategic thinking about known and emerging risks, such as risks related to climate change (which may occur over short-, medium- and long-term time horizons), that may affect our business and strategy. We do this as part of our commitment to having appropriate internal organizational structures in place to support the consideration of measures to manage or mitigate such risks.

ESG Engagement

In 2022, we were proactive in engaging investors to discuss various aspects of our corporate strategy and the organization. Through these meetings with our executive management team, investors provided feedback on a variety of key items including ESG-related topics, such as corporate governance, executive compensation, and corporate responsibility. In addition to highlighting our progress in areas such as diversity and environmental sustainability, these engagement meetings provide an opportunity for two-way dialogue and for our management to listen to our shareholders’ perspectives and understand any concerns they may have on specific environmental, social or governance topics, and any significant feedback is then shared with our Board and considered in our future corporate practices and disclosures. For example, as discussed under "Compensation Discussion and Analysis—Compensation Philosophy—Shareholder Outreach," we included quantitative sustainability metrics as performance goals in our 2022 performance-based cash incentive award program in response to feedback provided by shareholders during our engagement process.

SUSTAINABILITY AT CHORD

Furthermore, in 2022, we met with certain stakeholders as part of a more in-depth ESG priority assessment. This process included meeting with representatives of the Mandan, Hidatsa and Arikara nation to discuss important issues regarding responsible development and to highlight our commitment to open communication and community engagement.

Continuous Improvement

At Chord, we understand that our ESG work is never done. Through engagements with stakeholders and our ESG priority assessment we have identified current key ESG areas of focus for our company and our strategy. The below graphic is a snapshot of select ESG priorities.

Environmental and Social

Chord is committed to providing transparent and comprehensive disclosure to assist stakeholders in their assessment of our progress in a number of environmental and social areas. As described in our October 2022 Stakeholder Letter, we are proud of the achievements Chord and its predecessor companies have made reducing our Scope 1 GHG intensity, reducing methane intensity, reducing our freshwater intensity, and improving our Board diversity. We are dedicated to continuously improving in these areas as well as advancing reporting on topics like employee diversity, philanthropy and human rights.

As previously stated, as part of our commitment to our principles, we plan to further increase transparency by reporting full Scope 1 and Scope 2 operated GHG emissions while continuing to align our disclosures towards the SASB and TCFD frameworks in our upcoming Sustainability Report to be released this summer.

SUSTAINABILITY AT CHORD

Governance At-A-Glance

Following are highlights of our governance program.


Chord Governance
▪Directors elected annually ▪Majority voting and Director Resignation Policy in contested elections ▪Shareholder right to call special meetings ▪Shareholder proxy access ▪Separate CEO and Executive Chair with a Lead Independent Director ▪Director stock ownership guidelines equal to 5x annual Board cash retainer ▪No supermajority voting provisions ▪No "poison pill" in effect ▪Single class share capital structure ▪Hedging, pledging, short sales of Company stock prohibited ▪No restrictions on director access to management ▪Board oversight of strategy and risk management ▪Performance relative to strategic priorities impacts executive and employee compensation ▪Quantitative ESG metrics impact executive and employee compensation ▪Consistent shareholder engagement; demonstrated responsiveness to feedback			▪Deep experience and diverse perspectives ▪Annual Skills Matrix completed, evaluated, disclosed ▪Robust annual Board evaluation process with actionable follow-up ▪Regular assessment of emerging needs for Board refreshment and skills ▪Focus on diversity and directors with the right skills for the optimal enhancement of the current mix of talent and experience on the Board ▪Independent Committee Chairs ▪Regular executive sessions of independent directors at Board and committee meetings ▪Strong Lead Independent Director with ability to call and preside at meetings of non-management directors ▪50% Board composed of women ▪Women chair 100% of our Board committees ▪Regular Board trainings on corporate governance and sustainability-related issues and access to additional materials and seminars provided

HOW WE ARE PAID

We believe that attracting and retaining qualified non-employee directors is critical to the successful governance of the Company, and that providing a competitive compensation package is necessary to accomplish that objective. Our Board of Directors also believes that the compensation package for our non-employee directors should require a significant portion of the total compensation package to be equity-based to align the interests of our directors with the interests of our shareholders.

Pre-Merger Compensation. In late 2020, Oasis' Compensation Committee (the "Oasis Committee") engaged compensation consultant Exequity LLP to provide advice with respect to a new non-employee director compensation program (the “2021 Program”), and in December 2020, the Board approved the 2021 Program which provided for annual cash retainers to each director, additional cash retainers for service as Chair or member of Board committees, and an initial equity award, which was granted on December 29, 2020 (the "Initial Award"). The Initial Award represented three years' worth of equity grants, which vested one-third each year, unless a change in control occurred, in order to provide a substantial alignment between the directors and our shareholders. Accordingly, no equity awards were granted to the non-employee directors during 2021, or the first half of 2022.

Effect of Merger on Non-Employee Director Compensation. In connection with the completion of the Merger, the shares remaining unvested under the Initial Award vested in accordance with their terms. Following the Merger, the Company's reconstituted Compensation and Human Resources Committee (the "Chord Committee") engaged compensation consultant Meridian Compensation Partners, LLC (“Meridian”) to evaluate the Company's director compensation program for the combined company. Taking into account Meridian's advice, the Chord Committee recommended and the Board approved a new director compensation program (the "2022 Program"), which took effect in July 2022. The 2022 Program provides for the following cash retainers (including changes from the 2021 Program):

■Annual Retainer: $82,000 (decreased from $85,000)

■Lead Independent Director: $25,000

■Committee Chairs: (a) Audit & Reserves–$25,000; (b) Compensation and Human Resources–$25,000 (increased from $12,000), (c) ESG–$25,000, and (d) Nominating and Governance–$25,000 (previously, the Nominating, Environmental, Social and Governance Committee retainer was $20,000); and

■Committee Members: (a) Audit & Reserves–$10,000 (decreased from $12,000); (b) Compensation and Human Resources–$10,000 (c) ESG–$10,000, and (d) Nominating and Governance–$10,000 (previously, the Nominating, Environmental, Social and Governance C

SEC Form DEF 14A filed by Chord Energy Corporation