Catherine Kehr
About Catherine A. Kehr
Independent director since October 2024 and current Audit Committee Chair at Expand Energy (EXE). Age 62; MBA from The Wharton School (University of Pennsylvania) and BA from Yale University. Retired Senior Vice President and Director of Capital Research Company (Capital Group), with a career focused on global energy equities and high-yield debt; previously with Atlantic Richfield Company and Payden & Rygel Investment Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital Research Company (Capital Group) | Senior Vice President & Director | Not disclosed | Led portfolio management in energy equities/high-yield; Reuters top-10 U.S. PM (2002) |
| Atlantic Richfield Company | Professional role (not specified) | Not disclosed | Industry operating/finance exposure |
| Payden & Rygel Investment Management | Professional role (not specified) | Not disclosed | Institutional asset management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Southwestern Energy Company | Director | 2011–2024 | Predecessor to EXE via 10/1/2024 merger; governance continuity |
| California Resources Corporation | Director | 2015–2017 | E&P governance experience |
| Bank of Jackson Hole | Director | Not disclosed | Financial institution board experience |
| Current public company boards | — | — | None |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director; Board determined all nominees except CEO and Chair are independent; committees are 100% independent |
| Committee assignments | Audit (Chair); Marketing & Commercial (Member) |
| Audit Committee composition | Kehr (Chair), Benjamin C. Duster IV, Matthew M. Gallagher; 3 “audit committee financial experts”; 8 meetings in 2024 |
| Audit Committee remit | Financial reporting integrity, internal controls, auditor oversight, ERM, legal/compliance, cybersecurity, related-party transactions, hotline monitoring |
| Marketing & Commercial remit | Marketing/commercial strategy execution, hedging/risk management oversight, market fundamentals; established Oct 2024; 2 meetings in 2024 |
| Attendance | Board/committee attendance 97%; Annual Meeting attendance 100% (directors expected to attend) |
| Investor engagement | Board engaged with shareholders representing ~70% of outstanding shares in 2024 |
| Executive sessions | Committee chairs may call executive sessions at each meeting |
Fixed Compensation
| Component | 2024 Program Terms | Kehr 2024 Actual |
|---|---|---|
| Annual cash retainer | $80,000 (quarterly; option to take RSUs in lieu) | $27,500 cash fees (partial year after October appointment); Total $27,500 |
| Annual director RSU grant | ~$200,000 per director; Chairman additional ~$150,000; grants near Annual Meeting; directors may defer RSUs | $0 stock awards in 2024 (joined post grant cycle) |
| Committee fees | Audit: Chair $25,000 / Member $10,000; Compensation: Chair $20,000 / Member $5,000; ESG: Chair $15,000 / Member $5,000; Marketing & Commercial: Chair $25,000 / Member $10,000; Nominating: Chair $15,000 / Member $5,000 | Reflected within $27,500 cash (partial-year accruals) |
Performance Compensation
- Directors receive time-based RSUs; no performance-based PSUs/options are granted to directors. Annual grants vest ratably (directors electing RSUs in lieu of cash retainer vest over 12 months; annual director RSUs granted around the Annual Meeting) .
- For 2024, Kehr did not receive an RSU grant due to October start date; therefore 2024 compensation mix was 100% cash .
Other Directorships & Interlocks
| Potential Interlock/Exposure | Assessment |
|---|---|
| Southwestern Energy (legacy directorship) | EXE was formed via Chesapeake–Southwestern combination on 10/1/2024; no related-party transactions involving Kehr disclosed; Audit Committee oversees related-party approvals via formal policy |
Expertise & Qualifications
- Financial acumen: seasoned portfolio manager in energy and high-yield credit; capital markets depth; ranked top-10 U.S. PM by Reuters in 2002 .
- Governance: prior public company board service (CRC, Southwestern); current Audit Chair; committee independence; audit financial expert designation on committee .
- Commodity cycle and risk: deep understanding of energy cycles; Marketing & Commercial committee member overseeing hedging and market risk .
Equity Ownership
| Holder | Common Shares | Share Equivalents(a) | Total | % Outstanding |
|---|---|---|---|---|
| Catherine A. Kehr | 5,200 | 0 | 5,200 | <1% |
| Stock ownership guidelines | Non-employee directors must hold ≥5x cash retainer; 100% of net shares held until guideline met; as of April 7, 2025 all directors met minimum ownership | |||
| Hedging/pledging policy | Prohibits hedging, derivative/speculative transactions, margin accounts or pledging company stock | |||
| Section 16 compliance | All insiders filed timely ownership reports for 2024 |
(a) RSUs vesting within 60 days and deferred director RSUs counted as “share equivalents” for table purposes .
Governance Assessment
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Strengths
- Audit Chair with capital markets and energy investing expertise; Audit Committee meets heightened independence and financial expert standards; remit includes related-party oversight, cybersecurity, and ERM — supports board effectiveness and investor confidence .
- Independence and attendance: independent director; near-perfect board/committee attendance metrics; annual meeting attendance 100% — signals engagement .
- Ownership alignment: complies with stringent director stock ownership guidelines; anti-hedging/pledging policy mitigates misalignment risks .
- Marketing & Commercial committee role adds risk oversight on hedging and commercial strategy amid commodity volatility .
-
Watch items
- 2024 pay was entirely cash due to late-year appointment; confirm 2025 RSU grant occurs on regular cycle to maintain equity-linked alignment consistent with program design .
- Legacy tie to Southwestern warrants ongoing vigilance for any post-merger related-party matters; Audit Committee policy and approvals provide safeguards; no specific related-party transactions disclosed for Kehr .
-
Red flags
- None disclosed: no hedging/pledging; no related-party transactions tied to Kehr; committees fully independent; Section 16 compliance affirmed .