Shannon Kinney
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary at Chord Energy
Executive
About Shannon Kinney
Shannon B. Kinney, 50, serves as Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary of Chord Energy (CHRD). She joined the company on July 18, 2023, after senior legal and governance roles at ConocoPhillips and TPC Group, and earlier private practice roles; she holds a BA from The University of Texas at Austin and a JD from South Texas College of Law, and is a member of the Texas and New York bars . In 2024, the company’s annual incentive scorecard produced a 135.7% rating that was reduced by a negative absolute TSR modifier (annual TSR less than -10%) to a 122.1% payout, underlining both strong operating execution (e.g., EBITDAX at 131% of target) and shareholder-return sensitivity in pay design . For executive incentives, CHRD emphasizes long-term equity tied to absolute and relative TSR, with RSUs and PSUs vesting over three years (PSUs for 2024 cycle run 1/1/2024–12/31/2026) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ConocoPhillips | Vice President, Deputy General Counsel, Chief Compliance Officer and Corporate Secretary; prior roles of increasing responsibility | 2012–2023 | Securities and governance, shareholder engagement, M&A, global compliance and ethics, ESG focus |
| TPC Group | Deputy General Counsel and Corporate Secretary | 2010–2012 | Corporate governance and legal leadership |
| Bracewell LLP | Attorney | 2006–2010 | Energy-focused legal practice |
| Hunton Andrews Kurth | Attorney | 2005–2006 | Corporate/securities legal practice |
External Roles
| Organization | Role | Years |
|---|---|---|
| Texas General Counsel Forum | Board of Directors | 2017–present |
| Arms Wide Adoption Services | Board of Directors | 2017–2024 |
| Society for Corporate Governance | Former Board Member | 2018–2023 |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus Paid ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 480,000 | 90% | 527,472 (paid at 122.1% of target) | 31,608 (parking 4,008; 401(k) match 27,600) | Base held flat vs 2023 |
| 2023 | 210,462 | 90% | 214,455 (non-equity incentive) | 9,758 | Signing bonus $212,700 at appointment |
Performance Compensation
2024 Annual Incentive Scorecard (applies to all NEOs, including Kinney)
| Category/Metric | Weight | Threshold (50%) | Target (100%) | Above Target (150%) | Max (200%) | % Target Achieved | Weighted Result |
|---|---|---|---|---|---|---|---|
| Safety (TRIR, Training) | Part of Quantitative (70%) | — | — | — | — | 123.0% | 12.3% |
| Environment (Spill Rate, Gas Capture) | — | — | — | — | 88.5% | 8.9% | |
| EBITDAX ($MM) | — | — | — | — | 131.0% | 26.2% | |
| Expense Mgmt (LOE+G&A $/boe) | — | — | — | — | 159.0% | 15.9% | |
| Capital Expenditures ($MM) | — | — | — | — | 107.0% | 10.7% | |
| F&D ($/boe) | — | — | — | — | 107.0% | 10.7% | |
| Quantitative subtotal | 70% | — | — | — | — | 120.9% | 72.4% |
| Strategic priorities (qualitative) | 30% | — | — | — | — | 170.0% | 51.0% |
| Total scorecard | 100% | — | — | — | — | 135.7% | — |
| Absolute TSR modifier | — | — | — | — | — | 0.9x (TSR < -10%) | — |
| Final payout | — | — | — | — | — | 122.1% | — |
- As a result, Kinney’s 2024 cash incentive paid at 122.1% of her $432,000 target (90% of $480,000 salary), equaling $527,472 .
2024 Long-Term Incentive Awards (Kinney)
| Grant Type | Grant Date | Approval Date | Shares/Units (Thr/Target/Max) | Grant Date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|---|
| Absolute TSR PSUs | 2/20/2024 | 2/13/2024 | 728 / 1,455 / 4,365 | 339,524 | 3-year performance, 1/1/2024–12/31/2026 |
| Relative TSR PSUs | 2/20/2024 | 2/13/2024 | 2,183 / 4,366 / 8,732 | 875,558 | 3-year performance vs peer group (25th=50%, 50th=100%, 90th=200%) |
| RSUs | 2/20/2024 | 2/13/2024 | 3,880 | 635,350 | Time-vest ratably over 3 years (1st–3rd anniversaries) |
- CHRD set Kinney’s total target LTI value at $1,500,000 for 2024; for other NEOs 60% of equity was PSU (15% absolute TSR, 45% relative TSR) and 40% RSU (time vest) .
- No stock options were granted to executive officers in 2024; LTIP does not allow option repricing without shareholder approval .
Equity Ownership & Alignment
Beneficial Ownership (as of March 5, 2025)
| Holder | Shares | Percent of Class |
|---|---|---|
| Shannon Kinney | 3,091 | <1% (based on 59,489,481 outstanding) |
Outstanding Equity Awards (as of December 31, 2024)
| Category | Shares/Units | Market Value ($) | Notes |
|---|---|---|---|
| Unvested RSUs | 17,135 | 2,003,424 (at $116.92) | Includes 2023 RSU (13,255) and 2024 RSU (3,880) |
| Unearned PSUs (threshold) | 2,911 | 340,354 (at $116.92) | 2024 PSU cycle; target 5,821 (1,455 aTSR + 4,366 rTSR); max 13,097 |
Vesting Schedules (selected)
| Original Award | Unvested on 12/31/2024 | Remaining Vesting Dates |
|---|---|---|
| 2023 RSU | 13,255 | Aug 1, 2025; Aug 1, 2026 |
| 2024 RSU | 3,880 | Feb 20, 2025; Feb 20, 2026; Feb 20, 2027 |
| 2024 PSUs | Thr/Target/Max per above | Performance period 1/1/2024–12/31/2026 |
Alignment Policies
- Stock ownership guideline: EVP level at 300% of base salary; executives must hold shares until guidelines are met; each NEO currently meets or exceeds guidelines .
- Hedging/pledging: Directors and certain senior officers are prohibited from hedging; pledging or margin requires advance approval, and purchasing on margin is prohibited .
- Clawback: Board-adopted policy (Oct 2023) requires recovery of incentive compensation awarded within 36 months prior to a financial restatement; equity awards and plans incorporate clawback provisions .
Employment Terms
- Role and start date: Appointed EVP, General Counsel and Corporate Secretary July 18, 2023; currently EVP, Chief Administrative Officer, General Counsel and Corporate Secretary .
- Employment agreements: Company indicates “No employment agreements” as a practice; executives are covered by an Executive Severance Plan; change-in-control severance benefits are double-trigger .
Potential Payments Upon Termination or Change in Control (as of 12/31/2024)
| Scenario | Cash Severance ($) | Pro-Rata Bonus ($) | Health Payment ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Death or Disability | 480,000 | 527,472 | 43,282 | 2,003,424 | 3,054,178 |
| Without Cause / Good Reason | 1,140,000 | 432,000 | 43,282 | 2,003,424 | 3,618,706 |
| Without Cause / Good Reason (following CoC) | 2,280,000 | 432,000 | 57,709 | 2,003,424 | 4,773,133 |
| Death or Disability (following CoC) | 480,000 | 527,472 | 43,282 | 2,003,424 | 3,054,178 |
Notes: Pro-rata bonus based on actual 2024 bonus for death/disability, and target for other scenarios; health payments reflect 18 or 24 months under the plan; equity values reflect awards outstanding at 12/31/2024 and exclude accrued dividends .
Additional Compensation Details
- 2024 All Other Compensation for Kinney: Parking $4,008; 401(k) match $27,600; total $31,608 .
- 2023 New-hire incentives: Signing bonus $212,700; stock awards $3,130,023; non-equity incentive $214,455; salary $210,462; all other compensation $9,758 .
- Consultant and benchmarking: The Committee uses Meridian as independent compensation consultant; 2024 compensation peer group included Antero, California Resources, Callon, Chesapeake, Civitas, CNX, Comstock, Earthstone, Magnolia, Matador, Murphy, Permian Resources, Range, SM Energy, Southwestern .
Compensation Structure Analysis
- Pay mix emphasizes at-risk, performance-based pay: for non-CEO NEOs, 60% of equity is PSU (TSR-based) and 40% is RSU; three-year performance/vesting horizon supports retention and alignment .
- Annual incentive balanced scorecard with TSR modifier: Operating and capital efficiency outperformance (e.g., Expense Mgmt 159%; EBITDAX 131%) was tempered by negative absolute TSR, reducing payout to 122.1%—demonstrating shareholder-return sensitivity .
- Governance safeguards: No hedging; limited perquisites; no tax gross-ups; clawback policy; no option repricing; double-trigger CoC severance .
Investment Implications
- Incentive alignment: Kinney’s incentives are heavily linked to TSR and operational/financial execution; 2024 payouts reflect robust performance against internal metrics but are moderated by shareholder returns, a positive alignment signal .
- Retention and selling pressure: Meaningful unvested equity (RSUs ~$2.0M and PSUs at threshold ~$0.34M as of 12/31/24) with staged vesting through 2027 and a 3-year PSU cycle should support retention; near-term vest dates (Aug 1 and Feb 20 annually) can create episodic liquidity windows but ownership guidelines require continued holding until thresholds are met .
- Downside protection in CoC: Substantial severance and equity acceleration upon double-trigger CoC separation may reduce unwanted turnover risk during strategic events, but also represent potential transaction-related costs investors should underwrite .
- Governance risk mitigants: Prohibitions on hedging and restrictive pledging/margin policies, plus a clawback framework, reduce misalignment and reputational risk; absence of options and repricing reduces pay-for-failure risk .