Daniel Brown
About Daniel Brown
Daniel E. Brown, 49, is President and Chief Executive Officer of Chord Energy and a director since 2021; he holds a B.S. in Mechanical Engineering (Texas A&M) and an MBA (Rice University, Jones Scholar) . Under Brown’s leadership, Chord executed the Enerplus transaction, unveiled a 2025–2027 multi‑year outlook with stable volumes at lower capital, and targeted over $200 million in synergies; shareholder returns in 2024 totaled $944 million, including $438 million of buybacks and $13.09/share dividends . From the company’s emergence (Nov 20, 2020) through 2024, cumulative TSR translated to $568 on a $100 initial investment, versus $305 for the peer group, with 2024 net income of $848,627 thousand . Brown’s 2024 annual incentive paid at 122.1% of target, reflecting strong EBITDAX, cost control, F&D efficiency, and strategic execution, tempered by a negative TSR modifier .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Anadarko Petroleum | EVP U.S. Onshore Ops | 2017–2019 | Led U.S. onshore portfolio; prior roles included EVP/SVP International & Deepwater, VP Operations, VP Corporate Planning . |
| Kerr‑McGee (acquired by Anadarko) | Engineering/Operations roles | pre‑2006 | Built technical foundation across U.S. onshore and Gulf of Mexico . |
| Western Midstream Partners LP | Director | 2019 | Board oversight through simplification and post‑Anadarko/Occidental transition . |
| Western Gas Equity Partners LP / Western Gas Partners LP | Director | 2017–2019 | Governance during MLP simplification . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Beacon Offshore Energy LLC | Director | 2020–Present | Private E&P focused on deepwater Gulf of Mexico . |
| OMP GP LLC (Oasis Midstream GP) | Board Chair | 2021–2022 | Oversaw midstream governance pre‑combination . |
| Western Midstream / WGP/WES | Director | 2017–2019 | Public midstream boards prior to Occidental transaction . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $641,687 | $850,000 | $850,000 |
| Target Annual Bonus (% of Salary) | — | 120% | 120% |
Performance Compensation
- 2024 annual incentive structure linked to quantitative (70%) and qualitative (30%) goals; total scorecard 135.7%, modified to 122.1% due to absolute TSR below −10% .
- Brown’s 2024 bonus: Target $1,020,000; Actual $1,245,420 .
| Component | Weight | Target | Actual/Outcome | Payout Driver |
|---|---|---|---|---|
| Quantitative Scorecard (Safety, Environment, EBITDAX, LOE+G&A, Capex, F&D) | 70% | 100.0% | 120.9% | Strong EBITDAX (131%), cost control (LOE+G&A 159%), F&D and capex efficiency . |
| Qualitative Strategic Priorities | 30% | 100.0% | 170.0% | Enerplus integration, margin/capex gains, inventory depth, returns of capital . |
| Absolute TSR Modifier | n/a | ±10% if >10% or <−10% | 0.9x (−10%) | Annual absolute TSR < −10% . |
| Final Company Rating | — | — | 122.1% | Applied to target bonus . |
| Brown 2024 Bonus ($) | — | $1,020,000 | $1,245,420 | Paid at 122.1% of target . |
2024 Long‑Term Incentive Design and Grants
- CEO equity target value $4,830,000; 67% PSUs (absolute and relative TSR), 33% time‑based RSUs; 3‑year performance/vesting .
| Award Type | Vesting/Performance | Shares Granted | Grant Date/Value |
|---|---|---|---|
| RSUs | Time‑based; 1/3 per year over 3 years | 10,309 | 2/20/2024; $1,593,900 target value |
| PSUs – Absolute TSR | 3‑year CAGR thresholds (Target 8.5%, Max ≥20%) | 5,233 (target) | Approved 2/13/2024; $809,025 target value |
| PSUs – Relative TSR | 3‑year percentile vs peer/index set (Target 50th, Max ≥90th) | 15,698 (target) | Approved 2/13/2024; $2,427,075 target value |
Notes:
- DERs payable only on PSUs actually earned; excess earned PSUs above 100% settle in cash .
- No stock options granted to NEOs in 2024; plan prohibits option repricing without shareholder approval .
Multi‑Year Compensation (Summary)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $641,687 | $850,000 | $850,000 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | $688,500 | $1,005,143 | $6,057,296 |
| Non‑Equity Incentive Plan ($) | $510,000 | $1,106,700 | $1,245,420 |
| All Other Comp ($) | $22,308 | $23,808 | $27,008 |
| Total ($) | $1,862,495 | $2,985,651 | $8,179,724 |
Equity Ownership & Alignment
- Beneficial ownership: 226,831 shares as of March 5, 2025; <1% of 59,489,481 shares outstanding (~0.38%) .
- Unvested RSUs/LSUs at 12/31/2024: 140,526 shares; market value $16,430,300 (includes 2021 LSUs now vesting on original schedule) .
- Unearned/unvested PSUs (threshold counts at 12/31/2024): 10,466; market value $1,223,685 .
- Upcoming vesting triggers: 2021 RSU tranche (Apr 13, 2025), 2021 4‑year LSU (Apr 15, 2025), 2024 RSU tranches (Feb 20, 2025/2026/2027); PSUs performance period ends Dec 31, 2026 .
- Executive stock ownership guideline: CEO 600% of base salary; NEOs meet/exceed guidelines .
- Hedging, short sales, and pledging prohibited; margin purchases restricted .
- Clawback: Nasdaq‑compliant policy (Oct 2023); recovery of incentive comp for restatements within 36 months; awards explicitly subject to clawback .
Employment Terms
- No individual employment agreements in effect; CEO now participates in the Executive Severance Plan adopted Feb 20, 2024 .
- Severance multiples (cash): CEO 1.5x base salary + greater of target or 3‑year average bonus on termination without cause/good reason; 3x upon termination within two years of a change‑in‑control; pro‑rata bonus; Health Payment lump sum (18 months; 24 months post‑CIC) .
- Equity treatment on termination/CIC: RSUs vest on Qualifying Termination; PSUs prorate based on Deemed Service Days and actual performance; accelerated vesting if awards not assumed at CIC; double‑trigger CIC structure for RSUs/PSUs .
- Prior agreement (historical): Brown’s 2021 employment agreement included 2x cash severance (2.5x on CIC within 18 months), 12‑month non‑compete/non‑solicit; now superseded by the Executive Severance Plan .
Board Governance
- Board service: Director since 2021; not independent (CEO) .
- Committee roles: None listed for Brown; Board chair is Susan Cunningham; separate CEO and Chair structure .
- Executive sessions and governance: Regular independent sessions; strong governance provisions (proxy access; clawback; no poison pill; no supermajority) .
- Meeting attendance: 18 Board meetings in 2024; average director attendance 99%; 100% attendance at 2024 annual meeting .
- Director compensation guidelines (for non‑employees): 5x annual Board cash retainer; Brown does not receive additional director pay as an employee .
Compensation Peer Group and Say‑on‑Pay
- 2024 compensation peer group includes Antero, California Resources, Callon, Chesapeake, Civitas, CNX, Comstock, Earthstone, Magnolia, Matador, Murphy, Permian Resources, Range, SM Energy, Southwestern .
- Say‑on‑pay: 96.25% approval at 2024 annual meeting; Committee considered feedback in 2025 program design .
Performance & Track Record
- Strategy execution: Enerplus integration; longer laterals (third‑mile productivity 100%); first four‑mile well drilled in 2024; multi‑year outlook through 2027 with lower capital .
- Capital returns: $944MM returned in 2024; $438MM repurchases; $13.09/share dividends; best‑in‑class balance sheet .
- Operational scale: 232,737 Boepd average production; $1.2B E&P and other capex; LOE $9.68/Boe; proved reserves 883 MMBoe with PV‑10 $10.3B as of 12/31/2024 .
Vesting Schedules and Potential Selling Pressure
- Near‑term vesting concentration: April 2025 LSUs/RSUs tranches and annual RSU vest dates (Feb 20) could increase free float but actual sales depend on personal trading and blackout policies; hedging/pledging prohibited .
Equity Ownership & Alignment Table (Snapshot at 12/31/2024 unless noted)
| Item | Value |
|---|---|
| Beneficial Shares Held (3/5/2025) | 226,831; ~0.38% of 59,489,481 shares outstanding |
| Unvested RSUs/LSUs | 140,526; $16,430,300 market value |
| Unearned PSUs (threshold) | 10,466; $1,223,685 market value |
| Stock Ownership Guideline (CEO) | 600% of base salary; met/exceeded |
| Hedging/Pledging | Prohibited by policy |
| Clawback | Nasdaq Rule 5608 compliant; 36‑month lookback |
Risk Indicators & Red Flags
- Robust clawback and prohibition on hedging/pledging mitigate misalignment risk .
- Double‑trigger CIC and no tax gross‑ups under current policy; plan prohibits option repricing without shareholder approval; limited perquisites .
- CEO is non‑independent director; however, Chair is independent and roles are separated .
Investment Implications
- Pay-for-performance linkage is strong: 67% of CEO equity tied to TSR metrics; annual incentive uses EBITDAX, cost, capital efficiency, and safety/ESG metrics; 2024 payout at 122.1% shows alignment with operational and strategic execution despite TSR headwinds .
- Retention risk appears contained given substantial unvested equity (LSUs/RSUs) vesting through 2027 and double‑trigger CIC protection; watch April and February vesting windows for incremental supply but note strict insider trading and no‑pledging policies .
- Governance mitigants (separate Chair/CEO, clawback, ownership guidelines, shareholder‑friendly policies) support investor confidence; high say‑on‑pay approval (96.25%) underscores shareholder alignment of the compensation framework .