Ward Polzin
About Ward Polzin
Independent director since 2024; age 62; serves on the Audit and Reserves Committee (designated Audit Committee Financial Expert) and the Safety and Sustainability Committee. Background: Founder and Executive Chairman of Camino Natural Resources (2017–present); Venture Partner at NGP Energy; former CEO of Centennial Resources Development (2013–2016); former Managing Director and founding partner in Investment Banking at Tudor, Pickering, Holt & Co. (2007–2013). Education: BS in Petroleum Engineering (Colorado School of Mines); MBA (Rice University). Based in Denver, Colorado.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Camino Natural Resources | Founder & Executive Chairman | 2017–Present | Leadership/operator experience relevant to Williston assets |
| NGP Energy | Venture Partner | Not disclosed | Investment perspective and governance in energy PE |
| Centennial Resources Development LLC | Chief Executive Officer | 2013–2016 | Public-company C-suite/operations/finance |
| Tudor, Pickering, Holt & Co. | Managing Director; founding partner (IB) | 2007–2013 | Capital markets/M&A expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Enerplus Corporation | Director | 2023–2024 | Former public company directorship (ended with combination) |
| Cygnet Energy Ltd (private) | Director | Not disclosed | Private Calgary-based E&P |
Board Governance
- Independence: The board determined all non-employee directors, including Polzin, are independent under Nasdaq standards; no material relationships disclosed for Polzin (only two other directors had ordinary-course relationships reviewed).
- Committee assignments: Audit and Reserves (member; designated “Audit Committee Financial Expert”) and Safety and Sustainability (member).
- Board leadership/structure: Separate independent Board Chair (Susan Cunningham); regular executive sessions of independent directors.
- Attendance and engagement: 2024 meeting cadence—Board (18), Audit & Reserves (5), Compensation & HR (7), Nominating & Governance (4), Safety & Sustainability (4). Average director attendance 99%; 100% of directors attended the 2024 annual meeting.
- Say-on-Pay signal: Most recent vote showed ~96.25% approval for NEO pay, reflecting strong shareholder support for compensation governance.
- Anti-hedging/pledging: Directors are prohibited from hedging, short sales, and pledging company stock.
- Clawback: Nasdaq-compliant clawback policy adopted; applies to incentive compensation.
Fixed Compensation (Non-Employee Director)
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Cash retainer and committee fees (actual cash received) | $59,500 | For Polzin’s partial-year service post-transaction and committee memberships. |
| Equity retainer (grant-date fair value) | $99,250 | RSU grant on Aug 19, 2024; fair value based on $153.40 closing price; vests May 1, 2025 (pro-rated due to Enerplus combination timing). |
| Committee fee schedule (policy) | Audit & Reserves: Chair $25,000; Member $10,000; similar schedule for Compensation & HR, Nominating & Governance, Safety & Sustainability (Chair $25,000; Member $10,000) | Applies to all committees; Board Chair receives additional $70,000 cash + $70,000 equity retainers. |
| Stock ownership guideline | 5x annual Board cash retainer; company states all directors meet/exceed guideline; RSUs/DSUs count | Alignment mechanism; shares/RSUs count toward compliance. |
Performance Compensation (Directors)
- Performance-based comp: None for directors; equity is time-based RSUs (no options).
- Clawback applicability: Company-wide clawback covers incentive compensation; director equity not performance-conditioned.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| Chord Energy (CHRD) | Director | Audit & Reserves (Financial Expert); Safety & Sustainability | Independent; no related-party items disclosed for Polzin in independence review. |
| Enerplus Corporation | Director (past) | Not disclosed | Prior board concluded at transaction close. |
| Cygnet Energy Ltd (private) | Director | Not disclosed | Private E&P; no related-party transaction disclosure. |
Related-party transactions policy: Audit & Reserves Committee reviews/approves interested transactions; threshold-based pre-approvals for immaterial cases; directors must recuse. No specific related-party transactions disclosed for Polzin.
Expertise & Qualifications
- Designated audit committee financial expert; deep financial reporting/accounting and capital markets experience (TPH, CEO roles).
- E&P operations, risk/sustainability, and governance skillsets; serves on Safety & Sustainability, aligning technical and ESG oversight.
- Education: BS Petroleum Engineering (Colorado School of Mines); MBA (Rice).
Equity Ownership
| Holder | Common Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Ward Polzin | 849 | * | As of March 5, 2025; “*” denotes less than 1% of outstanding shares (59,489,481). |
- Ownership guidelines: Directors required to own ≥5x annual cash retainer; company states each director meets/exceeds guideline, and RSUs/DSUs count toward compliance.
- Hedging/pledging: Prohibited for directors and certain officers.
Insider Transactions (Form 4/Grants)
| Date (Filing/Txn) | Type | Security/Terms | Source |
|---|---|---|---|
| Aug 19, 2024 (grant) | Director RSU grant (equity retainer) | Grant-date fair value $99,250; based on $153.40 closing price; vest May 1, 2025 (pro-rated) | |
| June 4, 2024 (filed; txn date May 31, 2024) | Form 4 filed by Ward Polzin | SEC listing of Form 4 for CHRD (details in filing) |
Note: Public aggregators also summarize insider actions (e.g., Yahoo Finance insider pages). Always confirm against the underlying Form 4 on SEC EDGAR.
Governance Assessment
- Strengths
- Independent director with dual oversight roles (Audit & Reserves Financial Expert; Safety & Sustainability), enhancing financial integrity and operational ESG oversight.
- Board governance framework includes separate Chair/CEO, executive sessions, robust evaluation processes, and proxy access; high overall attendance (99%) in 2024.
- Strong shareholder alignment signals: 2024 Say-on-Pay ~96.25% approval; director ownership guidelines at 5x cash retainer; anti-hedging/pledging policy.
- Related-party transaction controls vested in Audit & Reserves; no Polzin-specific related transactions disclosed.
- Watch items / monitoring points
- External affiliations (Camino Natural Resources; NGP Energy; private board at Cygnet) could pose theoretical competitive or investment conflicts; the board’s independence review did not flag Polzin, but investors may monitor any disclosed transactions or overlaps in future filings.
- Absolute share count reported (849) is modest; company states all directors meet/exceed ownership guideline including RSUs/DSUs, but investors may track ongoing Form 4s and equity accretion for alignment.
- Director equity is time-based RSUs (no performance conditions); while standard for director pay, this places alignment primarily via stock price/holding period rather than explicit performance hurdles.
Overall: Governance credentials and committee positioning support board effectiveness (financial rigor plus ESG oversight). No conflicts or related-party exposures disclosed for Polzin; policies and strong say-on-pay support bolster investor confidence. Ongoing monitoring of external affiliations and insider filings remains prudent.