Susan Cunningham
About Susan Cunningham
Susan M. Cunningham, 69, has served as Chord Energy’s independent Board Chair since 2022 and is based in Houston, Texas. She brings more than 35 years of oil and gas E&P leadership, including senior executive roles at Noble Energy, and holds a BA in Geology and Physical Geography from McMaster University with executive education at Rice University . She is independent under Nasdaq standards and not a member of any standing Board committees, serving instead as Board Chair with defined leadership responsibilities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Noble Energy, Inc. | EVP, EHSR and New Frontiers | 2014–2017 | Senior executive shaping safety, sustainability and frontier ventures |
| Noble Energy, Inc. | SVP, Gulf of Mexico, West Africa, Frontier Ventures | Prior to 2014 | Operational leadership across key basins |
| Darcy Partners | Advisor | 2017–2019 | Energy technology consulting |
| Texaco U.S.A.; Statoil Energy, Inc.; Amoco Corp. | Various positions | Prior | Early technical/operational roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enbridge Inc. | Director | Current | Compensation Committee member; Chair, Sustainability Committee |
| Whiting Petroleum | Director | 2020–2022 | ESG Committee (Chair); Audit Committee |
| Oil Search | Director | 2018–2021 | Board oversight in E&P context |
| Cliffs Natural Resources/Cleveland-Cliffs | Director | 2005–2014 | Public company governance |
| McMaster University (Faculty of Science) | Chair, Advisory Board to the Dean | Current | Academic governance |
Board Governance
- Board Chair responsibilities include presiding over Board/shareholder meetings, approving agendas (with CEO input), providing director feedback, facilitating communications, serving as the Board’s contact for employees/shareholders, calling special meetings, and approving Board advisors .
- Independence: All non-employee directors are independent under Nasdaq standards; only the CEO (Brown) and Dundas are non-independent. No material relationships impacted independence; no matters noted for Cunningham .
- Committees: The Board has four standing committees (Audit & Reserves; Compensation & Human Resources; Nominating & Governance; Safety & Sustainability). Cunningham is not listed as a member; she presided over executive sessions of non-management directors in 2024 .
- Attendance: In 2024, the Board held 18 meetings; committees held 4–7 meetings. Average attendance across directors was 99%, and 100% attended the 2024 annual meeting .
- Governance practices: Separate CEO and independent Board Chair; proxy access; 5x cash retainer stock ownership guideline for directors; Nasdaq-compliant clawback; prohibition on hedging, pledging, and short sales; majority voting; no poison pill .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board Chair cash retainer | $70,000 | Annual cash retainer for Board Chair |
| Board Chair equity retainer | $70,000 | Annual equity retainer for Board Chair |
| Committee chair fee | $25,000 | Per committee chair |
| Committee member fee | $10,000 | Per committee membership |
| 2024 cash fees (Cunningham) | $185,333 | Includes Board Chair and committee service retainers as applicable |
Performance Compensation
| Instrument | Grant Date | Fair Value (USD) | Grant Price | Vesting |
|---|---|---|---|---|
| Restricted stock award (Director equity) | May 1, 2024 | $248,366 | $174.17 (closing price on grant date) | Vests May 1, 2025 |
| Program structure | — | Significant equity-based director pay | — | Director equity awards are time-based restricted stock; no performance metrics for director equity |
The director compensation program emphasizes equity to align director interests with shareholders; awards are restricted stock/RSUs with time-based vesting, not performance-conditioned .
Other Directorships & Interlocks
| Company | Overlap/Relationship | Potential Conflict Note |
|---|---|---|
| Enbridge Inc. | External board service; committee leadership | No related-party transaction disclosed for Cunningham; Board affirmed independence after reviewing ordinary-course relationships for certain directors (none cited for Cunningham) . |
| Whiting Petroleum; Oil Search; Cleveland-Cliffs | Prior public company director roles | Historical roles; no current CHRD related-party exposure disclosed . |
Expertise & Qualifications
- E&P operations; capital allocation/investment; financial reporting & accounting; environmental, health & safety management; risk management/sustainability; legal & regulatory; information security .
- Education: BA, Geology and Physical Geography (McMaster University); Advanced Management Program and Executive Coaching certification (Rice University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Susan Cunningham | 11,651 | <1% | As of March 5, 2025; total shares outstanding 59,489,481 . |
| Director ownership guideline | 5x annual Board cash retainer | — | Directors must hold shares until meeting guideline; all directors currently meet/exceed . |
| Hedging/Pledging | Prohibited | — | Directors and certain officers prohibited from hedging, short sales, and pledging without advance approval . |
Governance Assessment
- Strengths and alignment: Independent Board Chair separate from CEO with defined responsibilities ; strong independence profile across non-employee directors ; robust attendance (99% average; 100% annual meeting) indicating engagement ; equity-heavy director pay and 5x retainer ownership guideline promote shareholder alignment .
- Controls and accountability: Clawback policy compliant with SEC/Nasdaq ; prohibition on hedging/pledging reduces misalignment risk ; regular executive sessions presided by Cunningham enhance independent oversight .
- Shareholder signals: 2024 say‑on‑pay (for executive comp) approved at ~96.25%, indicating broad investor support for pay practices and oversight .
- Conflicts/interlocks: No related‑party matters disclosed for Cunningham; Board reviewed ordinary-course transactions involving other directors without material impact on independence .
- Observation: Director equity awards are time-based rather than performance-based, which is common for directors but offers less performance linkage versus executive PSUs; alignment is supported via ownership guidelines and ongoing equity retainer .