Marguerite Woung-Chapman
About Marguerite Woung‑Chapman
Independent director of Chord Energy (CHRD), age 59, serving since 2021. Based in Houston, TX, she is Chair of the Nominating & Governance Committee and a member of the Compensation & Human Resources Committee. She holds a BS in Linguistics and a J.D. from Georgetown University . Her background includes senior legal, corporate secretary, and governance leadership roles across public E&P and energy companies, bringing corporate governance, regulatory, compliance, transactional, and business administration expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energy XXI Gulf Coast, Inc. | Senior Vice President, General Counsel and Corporate Secretary | 2018 | Legal, governance and corporate secretary leadership |
| EP Energy Corporation | General Counsel and Corporate Secretary; Senior Vice President, Land Administration | 2012–2017 | Legal, governance, and land administration leadership |
| El Paso Corporation (and predecessors) | Vice President, Legal Shared Services; Corporate Secretary; Chief Governance Officer | 1991–2012 | Legal shared services, governance and corporate secretary oversight |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Texas Pacific Land Corporation | Director | 2023–Present | Audit; Nominating & Governance |
| Summit Midstream Corporation (formerly Summit Midstream Partners, LP) | Director | 2020–Present | Nominating, Governance & Sustainability (Chair); Compensation |
Board Governance
- Committee assignments: Nominating & Governance (Chair); Compensation & Human Resources (member) .
- Independence: All members of the NG and CHR committees are independent under Nasdaq and company standards (includes Woung‑Chapman) .
- Engagement and attendance: 2024 meetings—Board 18; CHR 7; NG 4; director attendance averaged 99% across Board/committee meetings; 100% of directors attended the 2024 annual meeting .
- Compensation committee interlocks: In 2024, no CHR Committee member was an officer/employee; no Item 404 related‑person relationships; no reciprocal compensation committee interlocks involving CHRD executives .
- Clawback: Nasdaq‑compliant clawback policy adopted Oct 2023 (36‑month lookback for incentive recoupment after a material restatement) .
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 117,000 | Includes base director cash retainer and additional committee service/chair retainers |
| Stock Awards (Grant‑Date Fair Value) | 181,485 | Restricted stock under CHRD Incentive Plan; grant date 05/01/2024; fair value based on $174.17 closing price; vests 05/01/2025 |
| Total | 298,485 | Sum of cash and equity grant‑date fair value |
Director committee fee schedule:
| Committee | Chair Fee ($) | Member Fee ($) |
|---|---|---|
| Audit & Reserves | 25,000 | 10,000 |
| Compensation & Human Resources | 25,000 | 10,000 |
| Safety & Sustainability | 25,000 | 10,000 |
| Nominating & Governance | 25,000 | 10,000 |
- Stock ownership guidelines for directors: 5x annual Board cash retainer; directors must hold shares until guidelines are met; company discloses all directors meet or exceed the guideline .
Performance Compensation
| Equity Award | Grant Date | Type | Grant‑Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Director equity grant (FY2024) | 05/01/2024 | Restricted stock | 181,485 | Vests 05/01/2025; valued at $174.17 closing price on grant date |
- Design features: Director equity is time‑based restricted stock intended to align interests with shareholders; no performance metrics are disclosed for director equity grants (company emphasizes significant equity‑based portion for non‑employee directors) .
Other Directorships & Interlocks
| Company | Sector Linkage to CHRD | Potential Interlock/Conflict Notes |
|---|---|---|
| Texas Pacific Land Corporation | Royalty/land interests in energy | No CHRD‑related Item 404 transactions disclosed; standard RPT policy oversight at CHRD |
| Summit Midstream Corporation | Midstream (infrastructure/provider) | No CHRD‑related Item 404 transactions disclosed; standard RPT policy oversight at CHRD |
- CHRD Related Persons Transactions Policy: AR Committee reviews/approves RPTs; directors recuse when a related person; policy includes thresholds for certain pre‑approved transactions and charitable contributions .
Expertise & Qualifications
- Corporate governance; legal & regulatory; compensation & HR; business development/M&A; E&P operations; capital allocation; EHS management .
- Education: BS Linguistics (Georgetown Univ.); J.D. (Georgetown Univ. Law Center) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | As of |
|---|---|---|---|
| Marguerite Woung‑Chapman | 7,083 | <1% (out of 59,489,481 shares outstanding) | 03/05/2025 |
- Hedging/pledging: Directors prohibited from hedging, short‑selling, or pledging CHRD stock without advance approval; purchasing on margin prohibited .
- Stock ownership guidelines: Director minimum of 5x annual Board cash retainer; company discloses all directors meet/exceed .
Insider Trades (CHRD)
| Filing Date | Form | Transaction Type | Reported Shares | Source |
|---|---|---|---|---|
| 05/03/2024 | Form 4 | Grant/Award | 1,040 | |
| 06/02/2023 | Form 4 | Grant/Award | 1,390 | |
| 09/01/2022 | Form 4 | Grant/Award | 1,740 | |
| 11/23/2021 | Form 4 | Grant/Award | 2,920 |
Note: Beneficial ownership at 03/05/2025 is disclosed in CHRD’s proxy; Form 4 grant entries above are from public SEC reporting aggregators for convenience; rely on the cited URLs for specifics .
Governance Assessment
- Board effectiveness: As NG Chair, Woung‑Chapman oversees board evaluations, director nominations, independence assessments, governance documents, and shareholder proposal engagement—key levers of board quality and investor confidence . Her concurrent CHR membership supports pay oversight, succession planning, and human capital strategy .
- Independence and conflicts: Committee independence affirmed; 2024 disclosure indicates no Item 404 related‑person relationships for CHR members and no reciprocal compensation committee interlocks—reducing conflict risk .
- Alignment: Director compensation design emphasizes equity; she received $181,485 in restricted stock that vests after one year; company’s director stock ownership guideline is stringent at 5x cash retainer, and all directors meet/exceed—strong alignment signal .
- Engagement: High meeting cadence (Board 18; NG 4; CHR 7) with ~99% average attendance and full director attendance at the 2024 annual meeting—positive engagement indicator .
- Policies and controls: Robust clawback policy (Oct 2023) and prohibitions on hedging/pledging improve governance posture and risk discipline .
Red Flags
- None disclosed specific to Woung‑Chapman: no Item 404 related‑party transactions; hedging/pledging prohibited; attendance metrics strong at the board level .