Hilary Foulkes
About Hilary Foulkes
Independent director of Chord Energy (CHRD) since 2024; age 67; based in Calgary, Alberta. Background spans >40 years across upstream operations, strategic planning, and investment banking: EVP & COO at Penn West Energy, senior business development leadership at Penn West, and Managing Director at Scotiabank; currently an Independent Advisor to TPH Canada. Education: Honors BSc (Earth Sciences), University of Waterloo. Core credentials include E&P operations, capital allocation, M&A, EHS oversight, risk/sustainability, and corporate governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TPH Canada | Independent Advisor | 2014–Present | Strategic advisory to energy clients |
| Penn West Energy | EVP & COO | 2011–2012 | Led upstream operations |
| Penn West Energy | EVP, Business Development | 2010–2011 | A&D / portfolio strategy |
| Penn West Energy | SVP, Business Development | 2008–2010 | Business development leadership |
| Scotiabank | Managing Director | 2000–2008 | Investment banking coverage of energy sector |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| Pine Cliff Energy | Director | 2023–Present | TSX-listed E&P (Canada) |
| Enerplus Corporation | Board Chair | 2014–2024 | Joined CHRD board after Enerplus combination (closed May 31, 2024) . |
Board Governance
- Committee assignments: Compensation & Human Resources Committee (member); Safety & Sustainability Committee (member) .
- Independence: Independent director; Board determined all non-employee directors are independent. For 2025, only the CEO (Daniel Brown) and Ian Dundas are non-independent; no material relationships identified for Foulkes .
- Attendance/engagement: 2024 meeting cadence—Board (18), CHR (7), Audit & Reserves (5), Nominating & Governance (4), Safety & Sustainability (4); average director attendance 99%; 100% attendance at 2024 annual meeting .
- Board structure: Separate Chair/CEO (Chair: Susan Cunningham); regular executive sessions of independent directors .
- Shareholder engagement: Company invited holders >50% of shares to engage in 2024; ~20% participated .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Cash fees (2024 partial year) | $59,500 | As reported for 2024 service beginning May 31, 2024 . |
| Equity grant (2024) | $99,250 grant-date fair value | RSUs granted Aug 19, 2024; vest May 1, 2025 . |
| Committee chair fees (policy) | $25,000 per chair (Audit; CHR; Safety & Sustainability; N&G) | Director fee schedule . |
| Committee member fees (policy) | $10,000 per committee membership | Director fee schedule . |
| Board Chair retainers (policy) | $70,000 cash + $70,000 equity | Director fee schedule . |
| Ownership guidelines | 5× annual Board cash retainer; directors required to hold shares until met | Company states directors meet/exceed guidelines . |
Performance Compensation
| Metric/Instrument | Structure | 2024 Director Application | Vesting/Conditions |
|---|---|---|---|
| Annual cash incentive (directors) | Not applicable | No performance cash bonus for directors | N/A |
| Performance share units (directors) | Not applicable | Director equity granted as time-based RSUs (not PSU) | 2024 RSUs vest May 1, 2025; no performance metrics . |
Directors are compensated with cash retainers/committee fees and time-based RSUs; CHRD’s PSU structures apply to executives, not directors .
Other Directorships & Interlocks
| Relationship | Detail | Governance View |
|---|---|---|
| Prior chair role at Enerplus (acquired by CHRD) | Board Chair, Enerplus (2014–2024) before Enerplus-CHRD combination on May 31, 2024 | Board independence assessment found no material relationships impairing independence; only McCarthy (Plains All American) and Woung‑Chapman (Summit Midstream) had ordinary course relationships disclosed; none for Foulkes . |
| Compensation Committee interlocks | None disclosed for CHR Committee in 2024 | CHR members (including Foulkes) had no relationships requiring Item 404 disclosure; no reciprocal comp committee interlocks with other companies’ executives . |
Expertise & Qualifications
- Skills matrix coverage: public company C‑suite experience, E&P operations, capital allocation, EHS management, information security, business development/M&A, risk management/sustainability, corporate governance .
- Education: Honors BSc (Earth Sciences), University of Waterloo (Ontario, Canada) .
Equity Ownership
| Holder | Shares Beneficially Owned (3/5/2025) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Hilary Foulkes | 2,165 | <1% | From Security Ownership table (aggregate outstanding 59,489,481) . |
| Pledging/Hedging | Prohibited by policy | Directors and certain senior officers are prohibited from hedging/pledging; short sales prohibited . | |
| Ownership guidelines | 5× annual cash retainer | Company reports all directors meet/exceed guideline . |
Governance Assessment
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Strengths:
- Independent director with deep operating and capital markets experience; sits on CHR and Safety & Sustainability—highly relevant to CHRD’s incentive design and safety/ESG oversight in a post-merger integration year .
- Strong board process: separate Chair/CEO, robust committee structure, regular executive sessions, clawback policy, no poison pill, proxy access, and majority voting standard; hedging/pledging banned; say‑on‑pay support ~96.25% in 2024—signals investor alignment .
- Attendance and engagement indicators are strong (99% average attendance; 100% annual meeting attendance; proactive shareholder outreach) .
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Potential watchpoints (no current red flags disclosed):
- Prior chairship of Enerplus (acquired by CHRD) could raise perceived familiarity risk; however, the Board’s independence review identified no material relationships for Foulkes and CHR interlocks were expressly negated in disclosure .
- Director compensation is largely fixed fee + time‑based RSUs (not performance‑conditioned), which is typical but places emphasis on ownership guidelines/holding requirements for alignment—CHRD requires 5× cash retainer and states all directors meet/exceed .
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Overall: Foulkes’ committee placements (CHR; Safety & Sustainability), operational/banking background, and independence designation support board effectiveness in incentive oversight and operational risk governance. No related‑party transactions, pledging, or attendance issues disclosed .
Appendices
Director Compensation Detail (2024 service year)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| Hilary Foulkes | 59,500 | 99,250 | 158,750 | Pro‑rated equity retainer to May 1, 2025 given mid‑year appointment; grant date Aug 19, 2024; vest May 1, 2025 . |
Committee Rosters (as of 2025 Proxy)
- Compensation & Human Resources: Anne Taylor (Chair); Hilary Foulkes; Kevin McCarthy; Marguerite Woung‑Chapman .
- Safety & Sustainability: Samantha Holroyd (Chair); Douglas Brooks; Hilary Foulkes; Ward Polzin .