Anne Taylor
About Anne Taylor
Independent director at Chord Energy since 2022 (age 69), Taylor chairs the Compensation & Human Resources (CHR) Committee and serves on the Nominating & Governance (NG) Committee. She spent three decades at Deloitte as Vice Chairman, regional managing partner, and U.S. Chief Strategy Officer, bringing deep expertise in business strategy, governance, compensation, and technology. Education: BS/MS in Civil Engineering (University of Utah) and PhD studies in Engineering (Princeton). The Board has determined all non‑employee directors, including Taylor, are independent under Nasdaq standards. Director attendance across the Board and committees averaged 99% in 2024, and 100% of directors attended the 2024 annual meeting. CHR met 7 times in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte | Vice Chairman; Mid‑America Regional Managing Partner; Houston Managing Partner; U.S. Chief Strategy Officer; Global Leader for e‑business | 1987–2018 | Led strategy and technology initiatives; senior leadership and governance experience |
| Whiting Petroleum | Director; CHR Chair; ESG Committee | 2020–2022 | Chaired compensation through merger into Chord; ESG oversight |
| Southwestern Energy Company | Director; CHR Chair; Audit Committee | 2018–2024 | Chaired compensation; audit oversight at E&P peer |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Group 1 Automotive, Inc. | Director; CHR Chair; Audit Committee | 2018–Present | Leads compensation oversight; audit oversight at large auto retailer |
| Memorial Hermann Hospital System | Director; Children’s Committee Chair; Compensation & HR Committees | 2023–Present | Chairs Children’s; HR oversight at major nonprofit healthcare system |
| Conway MacKenzie | Director | 2019–2022 | Board service at consulting/turnaround firm |
Board Governance
- Committee assignments and roles (Chord): Chair, Compensation & Human Resources Committee; Member, Nominating & Governance Committee. The CHR Committee oversees executive/director pay, incentive design, succession, and human capital; NG oversees board composition, governance guidelines, compliance programs, and CEO succession.
- Independence: All non‑employee directors, including Taylor, meet Nasdaq independence standards; the Board reviewed relationships and identified no material relationships affecting independence for Taylor.
- Attendance and engagement: 18 Board meetings; CHR (7), Audit & Reserves (5), Safety & Sustainability (4), NG (4). Director attendance averaged 99%; 100% attended the 2024 annual shareholder meeting. Independent directors meet in regular executive sessions.
- Shareholder alignment practices: Majority voting with resignation policy; proxy access; separate Chair/CEO; director stock ownership guideline 5x annual cash retainer; hedging/pledging/short sales prohibited; Nasdaq‑compliant clawback policy; no poison pill.
- Say‑on‑pay and engagement: 2024 say‑on‑pay (on 2023 pay) received ~96.25% support; management invited holders of >50% of shares to engage in 2024 and ~20% participated.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $117,000 | Includes Board retainer plus committee chair/member fees (CHR Chair; NG member) |
| Equity retainer (restricted stock) | $181,485 | Grant date 5/1/2024 at $174.17; vests 5/1/2025 (continuing directors’ 2024 grant schedule) |
| Total | $298,485 | Sum of cash and equity values for 2024 |
| Program parameters (for reference) | — | Committee chairs: $25,000; committee members: $10,000; Board Chair: $70,000 cash + $70,000 equity retainers |
| Ownership guideline | — | Non‑employee directors must hold 5x annual Board cash retainer; all directors meet/exceed guidelines |
Performance Compensation (Director)
- No performance‑based cash bonus or option awards are disclosed for non‑employee directors; equity is time‑based restricted stock/RSUs (directors are reimbursed for travel/education).
- As CHR Chair, Taylor oversees the executive incentive design and outcomes. Chord’s 2024 annual cash incentive scorecard and modifier (applies to executives) were:
| Metric/Category | Weight | 2024 Achievement | Weighted Result |
|---|---|---|---|
| Quantitative performance (Safety, Environment, EBITDAX, Expense Management, Capex, F&D) | 70% | 120.9% | 72.4% |
| Strategic priorities (qualitative) | 30% | 170.0% | 51.0% |
| Total scorecard | — | 135.7% | — |
| Absolute TSR modifier | — | 0.9x (annual TSR < -10%) | — |
| Final payout (executives) | — | 122.1% of target | — |
- Long‑term incentives for executives: 3‑year PSUs (absolute TSR and relative TSR vs a defined peer/index set) and time‑based RSUs; 2024 PSU payout curves: Absolute TSR (50% at 4.5% CAGR; 100% at 8.5%; 300% at ≥20%); Relative TSR (50% at 25th percentile; 100% at 50th; 200% at ≥90th). Excess above 100% settles in cash.
Other Directorships & Interlocks
| Company | Type | Role | Committee Roles |
|---|---|---|---|
| Group 1 Automotive, Inc. | Public | Director | CHR Chair; Audit |
| Southwestern Energy Company | Public (prior) | Director | CHR Chair; Audit (2018–2024) |
| Whiting Petroleum | Public (prior) | Director | CHR Chair; ESG (2020–2022) |
| Memorial Hermann Hospital System | Non‑profit | Director | Children’s Chair; Compensation & HR |
- Compensation Committee interlocks: For 2024, none of the CHR Committee members (including Taylor) were company officers, had Item 404 related‑party relationships, or were part of any cross‑company compensation committee interlocks.
Expertise & Qualifications
- Financial reporting & accounting; compensation & human resources; corporate governance; risk management/sustainability; business development/M&A; information security/technology.
- Long‑tenured Big Four leadership and strategy background aligning with CHRD’s needs in incentive design, human capital, and governance.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Anne Taylor | 9,527 | ≈0.016% | 59,489,481 shares outstanding as of 3/5/2025; company prohibits hedging/pledging by directors and officers |
| Ownership guidelines | — | — | Directors must hold 5x annual cash retainer; all directors meet/exceed guideline |
Calculation note: 9,527 ÷ 59,489,481 ≈ 0.016% (inputs sourced from Security Ownership table).
Governance Assessment
- Strengths
- Independent director; CHR Chair with deep pay design and governance expertise from Deloitte and prior public board roles.
- Robust shareholder alignment and governance framework (majority voting with resignation policy, proxy access, separate Chair/CEO, clawback, no hedging/pledging).
- High investor support for pay (96.25% 2024 say‑on‑pay), signaling confidence in CHR Committee oversight.
- Transparent, metrics‑driven executive incentives (safety, environment, EBITDAX, costs, capital discipline), with TSR modifier and long‑term PSU design, overseen by CHR.
- Active committee workload/engagement (CHR met 7 times; Board/committees averaged 99% attendance).
- Potential watch items
- Multiple external roles, including CHR Chair at Group 1 Automotive, require continued monitoring of time commitments; however, no interlocks or related‑party concerns disclosed for Taylor in 2024.
- Red flags
- None disclosed: no Item 404 related‑party transactions involving Taylor; CHR Committee reported no interlocks; director ownership meets or exceeds guidelines; pledging/hedging prohibited.