Benjamin Duster IV
About Benjamin C. Duster IV
Independent director of Expand Energy Corporation (EXE), age 64, serving since February 2021 with extensive financial, legal, and governance experience across multiple sectors. Education includes a JD from Harvard Law School, MBA from Harvard Business School, and BA in Economics from Yale University . He is currently a member of the Audit and Compensation Committees and designated by the Board as independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cormorant IV Corporation, LLC | Founder & CEO | 2014 – Present | Strategic leadership and investment oversight |
| Mobile Tech, Inc. | CFO | 2022 – Present | Financial leadership and operational oversight |
| CenterLight Health System, Inc. | CEO | 2016 – 2018 | Turnaround/operational leadership in healthcare |
| Watermark Advisors, LLC | Co-Founder | 2002 – 2015 | Advisory roles in corporate finance/M&A |
| Wachovia Securities (now Wells Fargo) | Investment Banking | 1997 – 2001 | Capital markets/transactions |
| Salomon Brothers (now Citigroup) | Investment Banking | 1985 – 1997 | Capital markets/transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Weatherford International plc (Nasdaq: WFRD) | Director (Public Company) | Current | Oilfield services; board-level oversight |
| Cardone Industries, Inc. | Director | Current | Private company board |
| The 1921 Institute | Director | Current | Non-profit governance |
| Republic First Bancorp, Inc. (Nasdaq: FRBK) | Former Director | Prior | Financial services |
| Diamond Offshore Drilling, Inc. (NYSE: DO) | Former Director | Prior | Offshore drilling |
| Alaska Communications Systems Group, Inc. (Nasdaq: ALSK) | Former Director | Prior | Telecom |
| RCN Corporation (Nasdaq: RCN) | Former Director | Prior | Cable/telecom |
| Multi-Fineline Electronics (Nasdaq: MFLX) | Former Director | Prior | Electronics |
| Netia, S.A. (Warsaw: NET) | Former Director | Prior | Telecom (Poland) |
| WBL Corporation Ltd. (Singapore: WBL) | Former Director | Prior | Diversified industrials (Singapore) |
| Algoma Steel Inc. (TSX: AGA) | Former Director | Prior | Steel manufacturing |
Board Governance
- Independence and Role: Independent director; committees are 100% independent; Board determined independence for all non-employee nominees except the CEO and former Executive Chairman .
- Committee Assignments:
- Audit Committee (member): 8 meetings in 2024; committee oversees financial reporting integrity, internal controls, ERM, compliance, cybersecurity, and related-party transactions .
- Compensation Committee (member): 8 meetings in 2024; committee oversees executive and employee compensation, incentive plans, and director pay/ownership guidelines .
- Attendance and Engagement: 2024 board and committee attendance 97%; annual meeting attendance 100% (all directors attended); directors expected to attend the annual meeting .
- Board Structure: Separate Chair, Lead Independent Director, and CEO; independent oversight via regular executive sessions .
- Service Limits: Corporate Governance Principles cap other public boards at 4 for directors; 2 for executives .
Fixed Compensation (Director)
| Component | Structure | 2024 Amount | Notes |
|---|---|---|---|
| Annual Cash Retainer | $80,000 (payable quarterly; option to elect RSUs) | $80,000 | Program design |
| Committee Fees | Audit member $10,000; Compensation member $5,000 | $15,000 | Per committee fee schedule |
| Other Cash | Program total cash earned/paid | $110,000 | Actual cash reported for 2024 |
| Equity (RSUs) | Annual RSUs ≈ $200,000 (Chair +$150,000) | $197,285 | Grant date fair value; June 6, 2024 closing price $88.31; 30-day VWAP $89.55 used for awards |
- 2024 Director Pay Mix (actual): Cash $110,000 vs. Stock $197,285 → ~35.8% cash / ~64.2% equity .
Performance Compensation (Director)
| Instrument | Performance Metrics | Vesting | 2024 Grant |
|---|---|---|---|
| RSUs | None (time-based; no performance metrics for directors) | Vest ratably over 12 months when paid in lieu of cash; annual director RSUs per program | $197,285 grant date fair value |
No director stock options or PSUs are disclosed for non-employee directors; program does not use revenue/TSR/ESG metrics for director pay .
Other Directorships & Interlocks
- Current public company board: Weatherford International plc (WFRD) .
- Potential interlock considerations: Weatherford is an oilfield services firm; EXE is a natural gas E&P. No related-party transactions with directors disclosed; Audit Committee reviews and approves any related party transactions per policy .
- Service on other boards monitored under Corporate Governance Principles; limits aimed at ensuring adequate time commitment .
Expertise & Qualifications
- Financial and legal credentials: Harvard JD/MBA; Yale BA in Economics .
- Audit Committee Financial Expert: Board determined all three Audit Committee members qualify as “audit committee financial experts” under SEC rules (includes Duster) .
- Background: >30 years operational, financial, and organizational experience; public and private company governance expertise .
Equity Ownership
| Holder | Common Shares | Share Equivalents (RSUs) | Total | % Outstanding |
|---|---|---|---|---|
| Benjamin C. Duster IV | 0 | 13,797 | 13,797 | <1% |
- Ownership guidelines: Non-employee directors must hold 5x the cash retainer; all directors and NEOs met minimum ownership requirements as of April 7, 2025 .
- Prohibitions: Hedging and pledging of Company stock prohibited; comprehensive insider trading policy in place .
Governance Assessment
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Strengths:
- Independent director with dual committee roles (Audit and Compensation) and audit financial expert designation, supporting robust oversight of financial reporting, compensation, and conflicts .
- Near-perfect board/committee attendance and 100% annual meeting attendance enhances confidence in engagement and diligence .
- Director ownership guidelines met; equity-heavy pay mix aligns interests with shareholders .
- Firm policies on related-party transactions, clawbacks, and anti-hedging/pledging mitigate governance risk .
-
Watch items:
- External board at Weatherford (industry supplier) creates theoretical exposure to interlocks; no related-party transactions disclosed at EXE, but continue monitoring supplier relationships and disclosures for potential conflicts .
- Cash compensation above retainer+standard committee fees (actual $110k vs. $95k structure) suggests incremental committee service timing/settlement choices; not a red flag given disclosed program and absence of meeting fees, but worth tracking for consistency YoY .
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RED FLAGS:
- None disclosed related to attendance, hedging/pledging, related-party transactions, or governance anomalies for this director in 2024–2025 proxy disclosures .