Brian Steck

About Brian Steck

Independent director at Expand Energy Corporation (EXE), age 58, serving since February 2021. Steck chairs the Compensation Committee and the Integration and Transformation Committee (ad hoc; 2024), and serves on the Environmental and Social Governance and Marketing & Commercial Committees. He is Co‑Founder and CEO of WhiteOwl Energy LLC (2022–present) and brings three decades of capital markets and governance experience from Mangrove Partners, Tisbury Capital, K Capital and UBS. Education: BS in Engineering, University of Illinois at Urbana‑Champaign. Current “other public boards”: none.

Past Roles

External Roles

Board Governance

• Independence and service: Steck is an independent director; EXE’s committees are 100% independent, and the board assessed 9 of 11 directors as independent in 2024. Board met 9 times; committees met 24 times; 2024 attendance was 97% and all directors attended the 2024 annual meeting. Directors are expected to attend the annual meeting.

• Committee assignments and roles (current):

  • Compensation Committee (Chair): Oversees executive and director pay design, goal setting, CEO evaluation, ownership guidelines, and risk assessments. Steck authored a detailed Q&A on the program’s design and 2025 changes.
  • Environmental & Social Governance (Member): Oversees safety, sustainability metrics and disclosures, and HSER performance.
  • Marketing & Commercial (Member): Oversees marketing strategy, hedging and risk management policies, market fundamentals.
  • Integration & Transformation Committee (Chair; ad hoc, Mar–Nov 2024): Sole member; oversaw merger integration planning and transformation projects.

• Director election result (2025 annual meeting): | Director | Votes For | Votes Against | Abstentions | Broker Non‑Votes | |---|---:|---:|---:|---:| | Brian Steck | 189,235,594 | 4,827,459 | 69,694 | 12,811,230 |

• Say‑on‑Pay and auditor ratification (2025 annual meeting): | Proposal | For | Against | Abstentions | Broker Non‑Votes | |---|---:|---:|---:|---:| | 2024 NEO Compensation (Advisory) | 188,140,098 | 5,868,346 | 124,303 | 12,811,230 | | Ratification of PwC (2025) | 200,516,600 | 6,355,554 | 71,823 | 0 |

• Shareholder engagement: Company engaged investors representing ~70% of outstanding shares in 2024; Compensation and Nominating Chairs participate.

Fixed Compensation

• Program structure (2024 non‑employee directors): | Item | Amount (USD) | Notes | |---|---:|---| | Annual cash retainer | 80,000 | Payable quarterly; directors may elect RSUs in lieu of cash (June 2024 grants vest ratably over 12 months) | | Annual RSU grant | ~200,000 | Chairman additional ~150,000; grants near annual meeting | | Committee chair fees | Audit 25,000; Compensation 20,000; ESG 15,000; Marketing & Commercial 25,000; Nominating 15,000 | Payable in cash or director‑elected RSUs | | Committee member fees | Audit 10,000; Compensation 5,000; ESG 5,000; Marketing & Commercial 10,000; Nominating 5,000 | Payable in cash or director‑elected RSUs | | Integration & Transformation (ad hoc) | 15,000/month | Sole member (Steck) from Mar–Nov 2024 |

• Brian Steck — 2024 director compensation (actual): | Component | Amount (USD) | |---|---:| | Fees earned or paid in cash | 215,000 | | Stock awards (RSUs) – grant date fair value | 221,923 | | Total | 436,923 |

Notes: Steck elected to receive committee fees in RSUs except for Integration & Transformation Chair fees; unvested awards as of 12/31/2024 totaled 12,550 units.

Performance Compensation

• Equity instrument design (directors): Annual RSU grants near the annual meeting; directors may defer RSUs; June 6, 2024 awards valued using a 30‑day VWAP of $89.55 and closing price $88.31 for valuation.
• Brian Steck — equity position snapshot: | Metric | Value | |---|---| | Unvested RSUs at 12/31/2024 | 12,550 units | | 2024 RSU award valuation basis | 30‑day VWAP $89.55; closing price $88.31 (June 6, 2024) |

Other Directorships & Interlocks

Expertise & Qualifications

• Capital markets and compensation governance: Deep experience across hedge funds and investment firms; chairs Compensation Committee and authored detailed guidance on 2025 program changes (greater weight to rTSR, context‑sensitive AIP judgment).
• Energy industry: Board and investment experience across multiple E&Ps; integration leadership during EXE’s merger.
• Technical/operational grounding: Engineering degree; ESG committee service provides oversight of safety/sustainability metrics.

Equity Ownership

• Ownership alignment policies:
  • Director stock ownership guideline: 5x annual cash retainer; all directors and NEOs met minimums as of April 7, 2025.
  • Hedging and pledging of EXE stock prohibited for directors and officers.

Governance Assessment

• Strengths

  • Independent director with significant capital markets and compensation governance expertise; chairs key Compensation Committee and served as Integration Chair during transformative merger, signaling board confidence in oversight and execution.
  • Pay‑for‑performance orientation reinforced under Steck’s chairmanship: LTIP 2024 is 75% PSUs with aTSR and rTSR; 2025 retains 50/50 aTSR/rTSR and refines AIP to evaluate differentiated and durable performance within market context.
  • Ownership alignment and trading safeguards in place; directors meet ownership guidelines; hedging/pledging prohibited.

• Watch items / potential red flags

  • 2025 AIP introduces greater Compensation Committee judgment (less formulaic), which can improve fit to cyclical conditions but raises subjectivity risk; continued transparent disclosure and clear rationales will be important.
  • 2024 Integration & Transformation Committee was a single‑member committee chaired by Steck with $15,000/month fees (Mar–Nov). While merger‑specific and time‑bound, single‑director structure and additional pay merit investor scrutiny on oversight balance.

• Shareholder signals

  • Steck was re‑elected with 189.2M votes for vs. 4.8M against; say‑on‑pay also passed (188.1M for vs. 5.9M against), indicating broad but not unanimous support.

• Related‑party and conflicts oversight

  • Audit Committee reviews/approves any related‑party transactions under a written policy; committees are fully independent. No specific Steck related‑party transactions are described in the proxy.

Overall: Steck’s finance and governance background, combined with his leadership of compensation design during a major integration, supports board effectiveness; investors should monitor the implementation of the higher‑judgment AIP and ensure continued clarity on integration‑related oversight and fees.