Chip Johnson
About S.P. “Chip” Johnson, IV
Chip Johnson (age 69) is an independent director of Expand Energy (EXE), appointed in October 2024, with a BS in Mechanical Engineering from the University of Colorado and over 40 years of E&P leadership including co‑founding and serving as President & CEO of Carrizo Oil & Gas until its merger with Callon Petroleum in December 2019 . At EXE he serves on the Compensation Committee and the Nominating & Corporate Governance Committee; the Board assessed him as independent under Nasdaq and company standards, and directors had near‑perfect attendance in 2024 with 97% Board/committee attendance and 100% annual meeting attendance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carrizo Oil & Gas | Co‑Founder, President & CEO | Until Dec 2019 (merger with Callon Petroleum) | Led public E&P through growth and strategic exit |
| Southwestern Energy Company | Director | 2020–2024 | Governance oversight at large gas producer (pre‑merger into EXE) |
| Callon Petroleum | Director | 2019–2022 | Board role through post‑Carrizo integration period |
| Basic Energy Services | Director | 2001–2016 | Oversight in oilfield services |
| Pinnacle Gas Resources | Director | 2003–2011 | Board oversight in gas resources |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SEARCH Homeless Services (non‑profit) | Director | Not stated | Community/non‑profit governance |
| Other public company boards (current) | None | — | No current public boards disclosed |
Board Governance
- Committee assignments: Compensation (member); Nominating & Corporate Governance (member) .
- Independence: Determined independent; Board has 9 independent directors and 100% independent committees .
- Attendance and engagement: 2024 Board/committee attendance was 97%; 100% attendance at annual meeting; directors are expected to attend and all did in 2024 .
- Executive sessions: Non‑employee director executive sessions occur at least quarterly under Chair oversight; Lead Independent Director supports if Chair unavailable .
- Service on other boards policy: Directors generally limited to 4 public boards (inclusive of EXE) to ensure time commitment .
Fixed Compensation
| Component | Structure | 2024 Actual (Johnson) |
|---|---|---|
| Annual cash retainer | $80,000 payable quarterly; directors may elect RSUs in lieu of cash (issued June, vest ratably over 12 months) | $22,500 cash (partial‑year service; no stock awards shown) |
| Committee chair/member fees | Chair/member fees per committee: Audit $25k/$10k; Compensation $20k/$5k; ESG $15k/$5k; Marketing & Commercial $25k/$10k; Nominating $15k/$5k | Not itemized; included in total cash |
2024 Director Compensation (select): Johnson received $22,500 cash and no stock awards in 2024, consistent with Q4 appointment; other new directors show similar pro‑rated cash and no RSUs as of 2024 .
Performance Compensation
| Equity Element | Structure | 2024 Notes |
|---|---|---|
| Annual RSU grant | Approx. $200,000 per director; additional ~$150,000 for Chairman; grants around annual meeting; directors may elect to defer RSUs | 2024 RSU grants were made on June 6, 2024 based on 30‑day VWAP $89.55; fair value based on $88.31 close; Johnson did not receive a 2024 grant (appointed in Oct) |
| Vesting | For RSUs elected in lieu of cash retainer, vest ratably over 12 months; standard director RSU grants are awarded annually; deferral available | N/A for Johnson in 2024 (no grant) |
No director performance‑based metrics (e.g., PSUs/options) are used for non‑employee directors; equity is time‑based RSUs to align interests without metric targets .
Other Directorships & Interlocks
| Company | Sector | Role | Overlap/Interlock Considerations |
|---|---|---|---|
| Southwestern Energy Company | E&P (gas) | Director (2020–2024) | Pre‑merger into EXE; provides integration insight but no related‑party transactions disclosed |
| Callon Petroleum | E&P | Director (2019–2022) | Post‑Carrizo integration exposure |
| Basic Energy Services | Oilfield Services | Director (2001–2016) | Services oversight experience |
| Pinnacle Gas Resources | Gas | Director (2003–2011) | Gas resource oversight |
Expertise & Qualifications
- E&P leadership and risk management: Former public‑company CEO with >40 years in exploration and production; strategy and governance experience .
- Mechanical engineering background: BS Mechanical Engineering informing technical oversight .
- Board governance: Prior service across multiple public boards; complements Compensation and Nominating committee work .
Equity Ownership
| Holder | Shares Owned | Share Equivalents | Total | % of Outstanding |
|---|---|---|---|---|
| S.P. “Chip” Johnson, IV | 15,760 | 0 | 15,760 | ~0.0066% of 237,974,082 shares outstanding* |
- Ownership guidelines: Non‑employee directors must hold at least 5x annual cash retainer; 100% of net shares must be held until guideline met; as of April 7, 2025, all directors met minimum ownership requirements .
- Hedging/pledging: Prohibited under insider trading policy (no hedging, no pledging/margin accounts) .
*Computed from cited outstanding shares and Johnson’s holdings .
Governance Assessment
-
Strengths
- Independent director with deep E&P operating and board experience; assignments on Compensation and Nominating align with his governance background .
- Board‑level attendance and engagement strong in 2024 (97% Board/committee; 100% annual meeting), supporting effective oversight culture .
- Robust governance policies: independent committees; heightened independence standards for Compensation/Nominating; clawback policy; ownership guidelines; prohibition on hedging/pledging .
- No related‑party transactions disclosed; Audit Committee oversees conflicts per written policy .
-
Watch items
- Prior Southwestern directorship presents potential perception of legacy alignment post‑merger; however, independence affirmed and related‑party policies apply .
- 2024 director equity for Johnson shows no RSU grant due to late‑year appointment; monitor 2025 grant/deferral elections for long‑term alignment .
Appendix: Committee Role Context (for Johnson’s assignments)
- Compensation Committee: Oversees executive and employee compensation plans; director compensation; ownership guidelines; incentives and risk assessment .
- Nominating & Corporate Governance Committee: Director recruitment/evaluation; governance principles; board size/composition; independence; conflicts; shareholder engagement .