Michael Lou
Executive Vice President, Chief Strategy Officer and Chief Commercial Officer at Chord Energy
Executive
About Michael Lou
Michael Lou is Executive Vice President, Chief Strategy Officer and Chief Commercial Officer of Chord Energy. He served as EVP and Chief Financial Officer until March 4, 2024, and has 25+ years of industry experience across finance, commercial, and investment banking . Age 50 (2025 proxy), BS Electrical Engineering from Southern Methodist University, with community roles at OneGoal Houston and Cystic Fibrosis Foundation’s 65 Roses host committee . During 2023–2024, Chord delivered strong shareholder returns ($646MM in 2023; $944MM pro forma in 2024), with TSR of 32% in 2023 and execution on Enerplus integration and multi-year outlook, tying executive incentives to TSR, free cash flow, EBITDAX, safety, and capital efficiency .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chord Energy | EVP & CFO; EVP Chief Strategy Officer & Chief Commercial Officer | CFO (2022–Mar 4, 2024); CSO/CCO (from Mar 4, 2024) | Led finance then strategic/commercial integration, multi‑year outlook; performance-tied pay program introduction |
| Oasis Petroleum | EVP & CFO; SVP Finance | 2011–2022; 2009–2011 | Built capital/finance platform; oversaw Oasis Midstream; structured long-term equity alignment pre-Chord |
| OMP GP LLC (Oasis Midstream GP) | President & Director | 2017–2022 | Midstream simplification; equity alignment via units and PSUs; facilitated OMP/Crestwood merger |
| Various O&G companies | Chief Financial Officer | 2006–2008 | CFO roles across E&P companies |
| Investment banks | Director and prior roles | 1997–2006 | Structured capital markets and M&A transactions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| OneGoal Houston | Board of Directors | Current | Education and college persistence initiative |
| Cystic Fibrosis Foundation (65 Roses) | Host Committee | Current | Houston philanthropic engagement |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $500,000 | $550,000 (approved) | 2024 salary increase to align with market |
| Target Bonus (% of Salary) | 100% | 100% | Program retained in 2024 |
| Actual Annual Incentive Paid ($) | $542,500 (108.5% payout of target) | $671,550 (122.1% payout of target) | TSR modifier +10% in 2023; −10% in 2024 |
| Stock Awards Granted ($) | $502,503 (RSUs) | $2,467,285 (RSUs+PSUs grant date fair value) | 2024 introduced PSUs (absolute/relative TSR) |
| Other Compensation ($) | $23,808 (parking + $19,800 401k match) | $31,608 (parking $4,008 + $27,600 401k match) | Standard perquisites, 401(k) match |
Performance Compensation
| Metric | Weight | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| 2024 Company Scorecard (aggregate) | — | 100% company rating | 135.7% before TSR; 122.1% after −10% TSR modifier | Cash paid for 2024 cycle |
| 2024 Sustainability – Safety (TRIR) | Part of 70% quantitative | Threshold/Target/Max set ex ante | 123.0% target achieved; 12.3% weighted result | N/A (cash) |
| 2024 Environment – Spill Rate/Gas Capture | Part of 70% quantitative | Threshold/Target/Max set ex ante | Spill rate 88.5%; 8.9% weighted result | N/A |
| 2024 EBITDAX ($MM) | Quantitative | Threshold/Target/Max set ex ante | 131.0%; 26.2% weighted result | N/A |
| 2024 Expense Mgmt (LOE+G&A $/boe) | Quantitative | Threshold/Target/Max set ex ante | 159.0%; 15.9% weighted result | N/A |
| 2024 Capex ($MM) | Quantitative | Threshold/Target/Max set ex ante | 107.0%; 10.7% weighted result | N/A |
| 2024 F&D ($/boe) | Quantitative | Threshold/Target/Max set ex ante | 107.0%; 10.7% weighted result | N/A |
| 2024 Strategic Priorities (qualitative) | 30% | Advancing margin, inventory, ESG, capital returns | 170%; 51.0% weighted result | N/A |
| 2023 Company Scorecard (aggregate) | — | 100% company rating | 98.6% before TSR; 108.5% after +10% TSR modifier | Cash paid for 2023 cycle |
| 2024 PSUs – Absolute TSR | 15% of NEO equity | 8.5% CAGR = 100% payout (threshold 4.5%; max ≥20%) | Earnout at end of 3-year period; cash for >100% | Cliff vests after 3 years |
| 2024 PSUs – Relative TSR | 45% of NEO equity | 50th percentile = 100% payout (threshold 25%; max ≥90%) | Earnout vs peer set; cash for >100% | Cliff vests after 3 years |
| 2024 RSUs – Time-based | 40% of NEO equity | N/A | 5,174 RSUs granted to Lou | Vests 1/3 annually over 3 years |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 73,731 shares; <1% of class (59,489,481 shares outstanding as of Mar 5, 2025) |
| Stock ownership guidelines | Executives must own ≥300% of base salary; executives meet/exceed guidelines |
| Hedging/pledging | Prohibited for executives; no margin purchases or pledging |
| Vested vs Unvested shares (12/31/2024) | Unvested RSUs/settled awards: 88,255 shares; Unearned PSUs at threshold: 3,881 units |
| Key vesting dates | 2024 RSUs: 5,174 vest ratably Feb 20, 2025–2027; 2021 4‑yr LSU: 65,592 vest Jan 15, 2025; 2023 RSUs: 3,673 cliff vest Jan 1, 2026; 2021 RSUs: 13,816 vest Jan 18, 2025 |
| Options | None outstanding for NEOs; no stock option grants |
Employment Terms
| Provision | Details |
|---|---|
| Employment agreements | Brown and Lou transitioned off individual employment agreements in early 2024; participate in Executive Severance Plan |
| Executive Severance Plan (ESP) – Termination without cause/for good reason | Accrued obligations; pro‑rata annual bonus; cash severance = 1.25x (Other NEOs) of salary + target bonus; 18 months health payment; lump sum within ~60 days |
| ESP – Change in Control (CIC) | Accrued obligations; pro‑rata bonus; cash severance = 2.5x (Other NEOs) of salary + greater of target or 3‑year average bonus; 24 months health payment |
| Definitions | “Cause,” “Good Reason,” CIC definitions specified; include role/material compensation changes, relocation >35 miles, etc. |
| Restrictive covenants | Confidentiality and non‑disparagement (perpetual); non‑compete and non‑solicit for 12 months post‑termination, including after CIC |
| Quantified 12/31/2024 scenario (Other NEO example – Michael Lou) | Death/disability total: $11,582,240; Without cause/good reason: $12,285,690; CIC termination total: $13,817,224 (includes equity acceleration and pro‑rata bonus; PSU value assumed $0 at below-threshold) |
Compensation Structure Analysis
- Year-over-year mix: Shift from 2023 RSUs-only to 2024 balanced mix with 60% PSUs tied to absolute and relative TSR and 40% time-based RSUs, increasing at-risk, performance-linked equity exposure .
- Performance metrics rigor: 2024 added negative TSR modifier; quantitative metrics include EBITDAX, LOE+G&A, Capex, F&D, and ESG safety/spill/gas capture—showing linkage to returns and sustainability .
- No options; no tax gross-ups; clawback policy compliant with SEC/Nasdaq adopted Oct 2023; hedging/pledging prohibited .
- Peer benchmarking via Meridian; comprehensive pay program refreshed for 2024 to align with larger scale post-Enerplus .
Compensation Committee & Say-on-Pay
- Committee composition (2025): Anne Taylor (Chair), Hilary Foulkes, Kevin McCarthy, Marguerite Woung‑Chapman; independent; Meridian as consultant .
- Say-on-pay approvals: ~96.25% approval in 2024 for 2023 NEO compensation; prior years high support .
Investment Implications
- Alignment: Lou’s equity is heavily performance-linked (TSR PSUs) with meaningful unvested awards scheduled through 2026, incentivizing long-term TSR outperformance, capital efficiency, and FCF .
- Near-term vesting cadence: Significant 2021 4‑year LSU tranche vests Jan 15, 2025; 2024 RSUs begin vesting in 2025—monitor potential Form 4 dispositions around vest dates for selling pressure signals, though pledging/hedging are prohibited and ownership guidelines enforced .
- Retention/CIC: ESP provides 2.5x CIC severance for Other NEOs with double-trigger mechanics and 12‑month non‑compete, reducing transition risk while discouraging hedging behaviors .
- Governance quality: Strong say-on-pay support, independent committee oversight, clawback policy, and explicit ESG metrics in pay design support pay-for-performance and risk management .
Note: Where PSUs show “below-threshold” tracking at year-end 2024, payouts can still occur based on full-cycle performance at settlement; the quantified severance table used zero PSU value at that date, not a forecast .