Samantha Holroyd

About Samantha Holroyd

Independent director since 2020, age 56, based in Houston, TX. She chairs the Safety & Sustainability Committee and serves on the Audit & Reserves Committee, where she is designated an Audit Committee Financial Expert. She holds a BS in Petroleum Engineering (Colorado School of Mines), is a Registered Professional Engineer (TX), holds FINRA Series 7 & 63, and is NACD Certified (including ESG). Prior roles span investing, reserves auditing, and operating leadership across Denham Capital, TPG Sixth Street, Lantana Energy Advisors, EIG, Ryder Scott, and Shell; she founded Golden Advisory Services in 2021 to advise on decarbonization and sustainability.

Past Roles

External Roles

Board Governance

• Committee assignments at CHRD:
  • Safety & Sustainability Committee: Chair; all members are independent under Nasdaq and the company’s standards .
  • Audit & Reserves Committee: Member; all members are independent and designated “Audit Committee Financial Experts” (including Ms. Holroyd) , with her listed as a member in the committee’s annual report .
• Independence and engagement:
  • Board/committee meetings held in 2024: Board (18), Audit & Reserves (5), Compensation & HR (7), Nominating & Governance (4), Safety & Sustainability (4). Director attendance averaged 99%; 100% of directors attended the 2024 annual meeting .
  • Ongoing director education, NACD membership sponsored, and annual board/committee evaluations (questionnaires, interviews, feedback, actioning) overseen by Nominating & Governance .
• Oversight scope linked to her roles:
  • Safety & Sustainability: environmental strategy, climate risk/GHG, safety, social responsibility, political/charitable budgets and compliance .
  • Audit & Reserves: financial reporting integrity, internal audit, oil & gas reserves estimates, independent reservoir engineers, legal/regulatory compliance, cybersecurity oversight; complaint procedures .

Fixed Compensation

Director fee schedule (non-employee directors):

• Committee Chair fee: $25,000; Committee Member fee: $10,000 for each of Audit & Reserves, Compensation & HR, Safety & Sustainability, Nominating & Governance .
• Board Chair retainer: $70,000 equity retainer and $70,000 cash retainer .

Performance Compensation

CHRD’s performance-share metrics (Absolute and Relative TSR) apply to executives, not directors; director equity is time-based restricted stock to align with shareholders without performance conditions .

Other Directorships & Interlocks

Expertise & Qualifications

• Identified skills: E&P Operations; Capital Allocation/Investment; Financial Reporting & Accounting; Business Development/M&A; Risk Management/Sustainability; Legal & Regulatory .
• Credentials: NACD Certified (ESG Certified), FINRA Series 7 & 63, Registered Professional Engineer (TX) .

Equity Ownership

Stock ownership alignment policies for directors:

• Guideline: Own CHRD common stock equal to at least 5x annual Board cash retainer; directors must hold shares until met. The holdings of each director currently meet or exceed guidelines .
• Hedging/short sales prohibited; pledging or margin accounts prohibited without advance approval under the Insider Trading Policy .

Governance Assessment

• Strengths supporting investor confidence:
  • Independent director with dual committee roles, including Chair of Safety & Sustainability and Audit Committee Financial Expert designation—enhancing oversight of ESG, safety, climate risk, reserves, and financial reporting .
  • High board engagement: robust meeting cadence, 99% average attendance, 100% annual meeting attendance; structured continuing education and annual board/committee evaluations .
  • Pay alignment: Director equity retainer is time-based restricted stock; significant equity component and 5x retainer ownership guideline promote alignment; hedging/pledging restrictions reduce misalignment risk .
  • Compensation governance well received by shareholders (96.25% say‑on‑pay approval in 2024), indicating broader confidence in CHRD’s governance and compensation framework .
• Potential risks/considerations:
  • External board service (e.g., banking, midstream, E&P) warrants continued monitoring for related-party exposures; however, the proxy discloses no Item 404 transactions involving Ms. Holroyd and mandates Audit & Reserves review/recusal under the RPT Policy .
  • Director-level equity lacks explicit performance metrics (time-based vesting), though mitigated by ownership guidelines and equity weighting in total compensation .

Board Governance (Detail Snapshot)

Director Compensation (Detail)

Related-party transactions: The proxy’s “Transactions with Related Persons” section discusses a letter agreement with a different director (Mr. Dundas) and does not list any related-person transactions involving Ms. Holroyd; the RPT Policy requires Audit & Reserves review and director recusal for any such transactions .