Douglas Brooks
About Douglas Brooks
Douglas E. Brooks, 66, has served as an independent director of Chord Energy since 2020. He is currently a member of the Audit and Reserves Committee (designated as an “Audit Committee Financial Expert”) and the Safety and Sustainability Committee; he previously served as Lead Independent Director (2022–2023). Brooks holds a BS in Business Management (University of Wyoming, Casper) and an MBA in Finance (Our Lady of the Lake University) and was recognized by NACD among America’s Top 100 Directors in 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chord Energy | Lead Independent Director | 2022–2023 | Presided over executive sessions of non-management directors |
| Oasis Petroleum Inc. | CEO | 2020–2021 | Interim period between CEOs at Oasis/Chord; received only director compensation during interim CEO service |
| Energy XXI Gulf Coast, Inc. | President, CEO, Director | 2017–2018 | Led company until sale to Cox Oil |
| Yates Petroleum Corporation | President, CEO, Director | 2015–2016 | Led private E&P until merger with EOG Resources |
| Aurora Oil & Gas Limited | CEO, Director | 2012–2014 | Led company until acquisition by Baytex Energy |
| Compass Resources | Founder & CEO | 2006–2012 | Private equity-sponsored resource exploration (U.S. unconventional) |
| Marathon Oil | Director, Western Hemisphere BD & Upstream M&A; prior roles | ~24 years | Senior leadership in BD/M&A and operations |
| Covalence Investment Partners | Advisor | 2024–present | Advisory role |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| California Resources Corporation | Director | 2020–2023 | Nominating & Governance; Finance Committee |
| Oasis Petroleum Inc. | Board Chair | 2020–2022 | Leadership prior to creation of Chord |
| OMP GP LLC (GP of Oasis Midstream Partners LP) | Board Chair | 2020–2021 | OMP was Oasis subsidiary until merger with Crestwood (closed Feb 1, 2022) |
| Chaparral Energy, Inc. | Director | 2017–2020 | Board service |
| Madalena Energy Inc. (Centaurus Energy, Inc.) | Director | 2014–2020 | Board service (Canada) |
Board Governance
- Committee assignments (current): Audit and Reserves (member; Audit Committee Financial Expert) and Safety and Sustainability (member). All members of both committees are independent under Nasdaq/Company standards .
- Prior committee/service: Lead Independent Director (2022–2023) with responsibility for executive sessions of non-management directors .
- Meeting cadence and attendance: In 2024, Board held 18 meetings; committees held 5 (Audit & Reserves), 7 (Compensation & HR), 4 (Safety & Sustainability), 4 (Nominating & Governance). Director attendance averaged 99%; 100% attended the 2024 annual meeting . In 2022, attendance averaged 98%, and all exceeded 75% attendance thresholds .
- Independence and interlocks: 2024 and 2025 disclosures note that Compensation & HR Committee members had no Item 404 related-party relationships and were not officers/employees; no cross-compensation committee interlocks with Chord executives at other companies .
- Governance practices: Majority voting and Director Resignation Policy, proxy access, separate Board Chair/CEO, director stock ownership guidelines (5x annual Board cash retainer), hedging/pledging/short sales prohibited, Nasdaq-compliant clawback policy .
Fixed Compensation
Director pay structure emphasizes equity alignment alongside cash retainers and committee fees.
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash | $143,500 | $127,000 | $97,000 |
| Stock Awards (Grant Date Fair Value) | $246,297 | $198,567 | $181,485 |
| Total Compensation | $389,797 | $325,567 | $278,485 |
Program elements:
- Cash retainers (current schedule): Committee Chairs $25,000; Committee members $10,000; Board Chair cash retainer $70,000 (equity retainer also $70,000 for Chair). Directors reimbursed reasonable travel/education expenses .
- Historical program: 2022 Program set Annual Retainer $82,000; Lead Independent Director $25,000; Chairs $25,000; Members $10,000; Annual equity retainer $190,000 .
- Director stock ownership guideline: 5x annual Board cash retainer; directors’ holdings meet or exceed the guideline .
Performance Compensation
Chord does not use performance-based metrics for non-employee director compensation; annual director equity grants are time-based RSUs.
| Equity Award Detail | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Grant date | Aug 31, 2022 | Jun 1, 2023 | May 1, 2024 |
| Grant date fair value (director level) | $246,297 | $198,567 | $181,485 |
| Pricing reference | Closing price $141.55 (Aug 31, 2022) | Closing price $143.37 (Jun 1, 2023); shares determined at $137.18 (Apr 26, 2023 annual meeting) | Closing price $174.17 (May 1, 2024) |
| Shares granted | 1,740 (per director) | 1,385 (per director) | Not disclosed (director-level) |
| Vest date | Aug 1, 2023 | Apr 26, 2024 | May 1, 2025 |
| Performance metrics | Not applicable – time-based RSUs only | Not applicable – time-based RSUs only | Not applicable – time-based RSUs only |
Other Directorships & Interlocks
| Director/Entity | Relationship | Interlock/Related Party |
|---|---|---|
| Brooks – prior Oasis CEO; interim CEO during transition | Non-employee director-only compensation; no salary/perqs for interim CEO stint | No Item 404 related-party transactions disclosed for CHR Committee members in 2024/2025 |
| OMP GP LLC (Oasis Midstream Partners LP GP) | Board Chair (2020–2021); OMP was Oasis subsidiary until Crestwood merger on Feb 1, 2022 | Historical affiliation ended prior to Chord’s 2023–2025 period; no current conflict disclosed |
Expertise & Qualifications
- Skills matrix/biography: Capital allocation/investment, E&P operations, financial reporting & accounting, corporate governance, risk management/sustainability, compensation & HR; legal & regulatory exposure .
- Audit Committee Financial Expert designation (SEC definition) .
- Education: BS (Business Management), MBA (Finance) .
- Recognition: NACD Top 100 Directors (2022) .
Equity Ownership
| Metric | As of Mar 7, 2024 | As of Mar 5, 2025 |
|---|---|---|
| Shares Beneficially Owned | 24,110; <1% of class (41,543,461 shs outstanding) | 25,268; <1% of class (59,489,481 shs outstanding) |
| Pledged/Hedged | Company prohibits hedging/pledging/short sales | Company prohibits hedging/pledging/short sales |
| Outstanding director equity awards | 2023 RSUs only; vest 4/26/2024 | 2024 RSUs vest 5/1/2025 |
| Ownership guideline compliance | Directors meet/exceed 5x cash retainer guideline | Directors meet/exceed 5x cash retainer guideline |
Insider transactions (Form 4 highlights):
- Sep 10, 2024: Cashless warrant exercise (3 warrants at $75.57); 2 shares withheld to cover exercise; fractional cash paid; reported ownership updated to 25,268 shares; nominal sale of 2 shares at $143.18 as part of cashless mechanics .
Governance Assessment
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Strengths and positive signals:
- Audit and Reserves Committee Financial Expert; deep operating/M&A background enhances oversight of reserves, financial reporting, and risk management .
- Demonstrated independent leadership as Lead Independent Director; presided over executive sessions to ensure robust oversight during merger integration period .
- High engagement: 2024 Board/committee attendance at 99% and full annual meeting participation, indicating strong commitment and board effectiveness .
- Aligned incentives: meaningful recurring equity grants; director stock ownership guidelines at 5x cash retainer, with directors meeting/exceeding requirements; hedging/pledging prohibited .
- No compensation committee interlocks or related-party transactions requiring Item 404 disclosure in 2024/2025; interim CEO service in 2020–2021 was compensated only as a director, mitigating conflicts .
-
Potential risk indicators and mitigants:
- Historical affiliations (Oasis & OMP GP LLC board chair roles) could present perceived legacy ties; mitigated by post-merger reconstitution, independence standards, and absence of related-party disclosures in recent years .
- Insider trading activity appears administrative/de minimis (cashless warrant exercise); no pattern of large discretionary sales reported; ongoing ownership aligns with guidelines .
-
Shareholder sentiment:
- Say‑on‑pay support suggests broader investor confidence in governance/compensation oversight: 87.5% approval in 2023 (for 2022 comp) and ~96.25% approval in 2024 (for 2023 comp) .
Overall, Brooks’ audit expertise, prior lead independent leadership, and consistent engagement support board effectiveness and investor confidence; no material conflicts or red flags are disclosed in recent proxies .