Darrin Henke
About Darrin Henke
Darrin Henke, 58, is Executive Vice President and Chief Operating Officer of Chord Energy (CHRD). He joined CHRD effective January 2, 2024, after serving as President & CEO of Ranger Oil (sold to Baytex in June 2023), with prior leadership roles at Gary Permian/Gary Petroleum, Encana, Burlington Resources, Venoco, and Santa Fe Snyder. He holds a BS in Mechanical Engineering from Texas Tech, completed advanced management at Duke’s Fuqua School, and is a licensed Professional Engineer in CO and WY . During 2024, CHRD raised volume guidance twice while lowering capital, returned $944MM to shareholders (13% of year-end market cap), and applied a negative TSR modifier to incentives as absolute annual TSR was below -10%, collectively signaling disciplined execution with shareholder return focus .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ranger Oil Corporation | President, CEO, Director | 2020–2023 | Led company through sale to Baytex Energy (June 2023), positioning for strategic exit . |
| Gary Permian & Gary Petroleum Partners, LLC | CEO & Director | 2015–2020 | Led independent upstream firms; operations and growth leadership . |
| Encana Corporation | Vice President | 2000–2015 | Senior operational leadership across U.S. onshore development . |
| Burlington Resources; Venoco; Santa Fe Snyder | Engineering/Operations/Leadership | 1990–2000 | Early technical and operational foundation in upstream . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Colorado Chamber of Commerce | Director | 2008–present |
| Society of Petroleum Engineers | Member | N/A |
| Texas Parks and Wildlife Foundation | Past Board of Trustees | N/A |
| CO Pollution Prevention Advisory Board | Past member (Governor-appointed) | N/A |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $550,000 | Set as EVP/COO compensation level. |
| Target Annual Bonus (% of Base) | 100% | Held flat for 2024 across NEOs. |
| Actual Annual Bonus Paid ($) | $671,550 (122.1% of target) | Company scorecard 135.7% with 0.9x TSR modifier → 122.1%. |
| Perquisites/Benefits ($) | Parking $4,008; 401(k) match $27,600; Total $31,608 | 401(k) match plan; limited perqs. |
Performance Compensation
2024 Annual Incentive Scorecard (company-wide; applies to Henke)
| Metric | Weighting | Target Framework | Actual Result (% Target Achieved) | Weighted Result |
|---|---|---|---|---|
| Quantitative subtotal | 70% | Mixed safety, environment, FCF, cost, capex, F&D | 120.9% | 72.4% |
| Safety (TRIR, training) | Part of quantitative | Threshold/Target/Max scale | 123.0% | 12.3% |
| Environment (spill rate, gas capture) | Part of quantitative | Threshold/Target/Max scale | 88.5% | 8.9% |
| EBITDAX ($MM) | Part of quantitative | Pro forma criteria | 131.0% | 26.2% |
| LOE+G&A ($/boe) | Part of quantitative | Cash G&A-defined | 159.0% | 15.9% |
| Capital Expenditures ($MM) | Part of quantitative | Pro forma criteria | 107.0% | 10.7% |
| F&D ($/boe) | Part of quantitative | Net operated D&C/EUR | 107.0% | 10.7% |
| Qualitative subtotal | 30% | Strategic initiatives | 170.0% | 51.0% |
| Total scorecard | 100% | — | 135.7% | 135.7% |
| TSR modifier | — | 1.1x if >10%; 0.9x if <-10% | Absolute TSR < -10% | 0.9x |
| Final payout | — | Target × company rating | 122.1% of target | 122.1% |
Key qualitative drivers included Enerplus integration, margin/capex efficiency, inventory depth, capital returns with balance sheet strength, and employee engagement .
2024 Long-Term Incentive Awards (Henke)
| Award Type | Grant Date | Target Value ($) | Units Granted | Performance Metric | Vesting/Period |
|---|---|---|---|---|---|
| RSU | Feb 20, 2024 | $756,000 | 4,889 | Time-based | 1/3 annually over 3 years (Feb 20, 2025–2027) |
| RSU (additional) | Feb 1, 2024 | $250,688 grant-date FV | 1,634 | Time-based | 1/3 annually (Feb 1, 2025–2027) |
| Absolute TSR PSU | Feb 20, 2024 | $283,500 | 1,834 (target) | Absolute TSR (CAGR threshold 4.5%; target 8.5%; max ≥20%; 0–300% payout) | 3-year performance (Jan 1, 2024–Dec 31, 2026) |
| Relative TSR PSU | Feb 20, 2024 | $850,500 | 5,501 (target) | Relative TSR vs peer set and indices (threshold 25th pct; target 50th; max ≥90th; 0–200% payout) | 3-year performance (Jan 1, 2024–Dec 31, 2026) |
Notes:
- RSUs receive cash dividends paid at vest; PSUs include dividend equivalents paid only on earned units .
- Excess PSUs above 100% settle in cash (not shares) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (spring 2024) | As of March/April 2024, Henke not listed with share ownership (“—”) in Security Ownership tables during the joining window . |
| Unvested RSUs (12/31/2024) | 1,634 (vest on Feb 1, 2025–2027); 4,889 (vest on Feb 20, 2025–2027) . |
| Unearned PSUs (12/31/2024) | 917 (aTSR threshold)/1,834 (target)/5,502 (max); 2,751 (rTSR threshold)/5,501 (target)/11,002 (max) . |
| Stock ownership guidelines | Executives must hold CHRD stock equal to 300% of base salary; hold-until-compliant; unearned PSUs don’t count . |
| Guideline compliance | Holdings of each Named Executive Officer currently meet or exceed guidelines (as of the 2025 proxy) . |
| Hedging/pledging | Prohibited (no short sales, hedging, margin purchases, or pledging) . |
Employment Terms
| Provision | Terms (Henke participates in Executive Severance Plan) |
|---|---|
| Severance multiples (non-CIC) | 1.25x of base + target bonus upon termination without cause or for good reason; plus pro-rated bonus and 18 months Health Payment . |
| Severance multiples (CIC double-trigger) | 2.5x of base + greater of target bonus or 3-year average bonus if terminated without cause/for good reason within 2 years post-CIC; plus pro-rated bonus and 24 months Health Payment . |
| Definitions | Cause/Good Reason detailed (material reductions, role diminutions, relocations >35 miles, etc.) . |
| Restrictive covenants | Confidentiality and non-disparagement (perpetual); non-compete and non-solicit during employment and 12 months post-termination . |
| Equity treatment (RSUs/PSUs) | Qualifying termination accelerates/continues vesting per 2023–2024 award agreements; full acceleration if RSUs not assumed at CIC; PSUs prorated or earned based on actual performance with CIC mechanics . |
| Clawback policy | Nasdaq-compliant clawback for 36 months on incentive comp after restatement . |
Quantified Severance (Hypothetical, as of 12/31/2024)
| Scenario | Cash Severance ($) | Pro-Rata Bonus ($) | Health Payment ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Death/Disability | 550,000 | 671,550 | 24,930 | 762,669 | 2,009,149 |
| Without Cause / Good Reason | 1,375,000 | 550,000 | 24,930 | 762,669 | 2,712,599 |
| CIC + Without Cause/Good Reason (double-trigger) | 3,053,875 | 550,000 | 33,240 | 762,669 | 4,399,784 |
Notes: PSUs were tracking below threshold at 12/31/2024; table excludes PSU value at that date (could be earned later per terms) .
Compensation Structure vs Performance Metrics
- Pay mix emphasizes “at-risk”: equity PSUs linked to absolute and relative TSR; cash AIP tied to sustainability, EBITDAX, capital efficiency, costs, capex, and F&D, plus strategic priorities; TSR modifier penalized 2024 payouts for negative TSR .
- 2024 peer group for benchmarking included large-cap and mid-cap E&Ps (Antero, CRC, Callon, Chesapeake, Civitas, CNX, Comstock, Earthstone, Magnolia, Matador, Murphy, Permian Resources, Range, SM, Southwestern) .
- Relative TSR PSU peer set included APA, Callon, Civitas, Diamondback, Magnolia, Marathon, Matador, Northern, Ovintiv, Permian Resources, plus the S&P 500, Russell 2000, and XOP ETF treated as single comparators .
Vesting Schedules and Insider Selling Pressure
- Upcoming RSU vest tranches: Feb 1 and Feb 20 in 2025–2027 for 1,634 and 4,889 units, respectively, creating periodic delivery events that can coincide with liquidity decisions .
- Company policy governs 10b5-1 plans, cooling-off periods, and Form 4 plan indications; trades outside plans discouraged; Section 16 plan checkbox required on Form 4, reducing opportunistic selling risks .
Equity Ownership & Pledging
- Ownership guidelines require 3x salary holdings; the 2025 proxy indicates all NEOs meet/exceed guidelines, supporting alignment; hedging and pledging are prohibited, mitigating collateral-driven sell pressure .
Employment Contracts, Severance, and Change-of-Control Economics
- Henke has no individual employment agreement; covered by the Executive Severance Plan with double-trigger change-of-control protection, competitive multiples, and clear definitions of Cause/Good Reason, plus 12-month non-compete/non-solicit—balancing retention and shareholder protections .
Performance & Track Record
- 2024 operations: raised volume guidance twice, lowered capital spending; multi-year outlook to maintain volumes through 2027 at lower capital; Enerplus integration with >$200MM synergy capture; technical advances (third-mile lateral productivity 100%; first four-mile well) .
- Shareholder returns: $944MM returned, including $438MM buybacks and dividends totaling $13.09/share (pro forma) .
Compensation Committee and Governance
- Best practices: independent consultant (Meridian), double-trigger CIC, robust clawback, stock ownership guidelines, limited perqs; no employment agreements, no tax gross-ups, no option repricing, and hedging/pledging prohibited .
- Say-on-pay support: ~96.25% approval at 2024 annual meeting (for 2023 compensation), indicating investor alignment with pay design .
Performance Compensation – Detailed Table (Henke)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive 2024 | — | 100% of $550,000 | 122.1% outcome | $671,550 | N/A |
| RSUs (2024 awards) | — | Time-based | 4,889 + 1,634 units | N/A | 1/3 annually over 3 years |
| PSUs (aTSR) | — | 3-year TSR CAGR (4.5% thr; 8.5% tgt; ≥20% max) | In-flight (2024–2026) | 0–300% | End of period |
| PSUs (rTSR) | — | Percentile vs peer set (25th thr; 50th tgt; ≥90th max) | In-flight (2024–2026) | 0–200% | End of period |
Investment Implications
- Alignment is strong: majority of LTI tied to TSR; ownership guidelines met; hedging/pledging prohibited; clawback in place—reducing agency risk .
- Near-term supply of shares from vesting is scheduled and predictable (Feb tranches through 2027), but policy controls and double-trigger CIC reduce opportunistic sales risk; monitor vest dates for potential incremental float .
- Retention risk appears moderate: competitive severance multiples and ongoing RSU/PSU vesting support retention; non-compete/non-solicit for 12 months post-termination provides transitional protection .
- Pay-for-performance evidenced by 2024 AIP downward TSR modifier and multi-factor scorecard; governance practices and high say-on-pay approval signal investor confidence in incentive design .
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