Chris Lacy
About Chris Lacy
Chris Lacy is Executive Vice President, General Counsel and Corporate Secretary of Expand Energy (EXE), appointed upon close of the Southwestern merger on October 1, 2024, after serving as Senior Vice President, General Counsel and Secretary at Southwestern since 2014 and earlier leading high‑stakes litigation practices at Dewey & LeBoeuf and Ahmad, Zavitsanos, Anaipakos, Alavi & Mensing (AZA) . He operates against a backdrop of strong company execution: EXE completed the Chesapeake–Southwestern merger in 4Q24, was added to the S&P 500 in March 2025, and targets ~$500mm annual synergies; 4Q24 delivered ~6.41 Bcfe/d net production, ~$1bn Adj. EBITDAX and ~$600mm capex within a returns-focused framework . The 2024 AIP (annual bonus) paid at 155% of target on solid cash generation, capital efficiency, and sustainability outcomes, reinforcing pay-performance linkage during his onboarding period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Expand Energy (EXE) | EVP, General Counsel & Corporate Secretary | Oct 1, 2024 – Present | Appointed at merger close; serves as Corporate Secretary and chief legal officer . |
| Southwestern Energy | SVP, General Counsel & Secretary | 2014 – Oct 1, 2024 | Led legal function and corporate secretary duties through commodity cycles and corporate actions . |
| Dewey & LeBoeuf LLP; AZA (Ahmad, Zavitsanos, Anaipakos, Alavi & Mensing) | Private practice (high‑stakes litigation) | Prior to 2014 | Litigation leadership; relevant to complex transactions and dispute management in energy . |
External Roles
- Not disclosed in the 2025 proxy statement for Mr. Lacy (no public company directorships listed) .
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base salary ($) | 490,000 | 500,000 |
| Target bonus (% of base) | 80% | 80% (unchanged) |
| Target bonus ($) | 392,000 | 400,000 |
| Actual AIP bonus paid ($) | 607,600 (155% of target) | — |
| One‑time sign‑on/retention cash ($) | 500,000 (Oct 2024) | — |
| Perquisites/other comp ($) | 119,520 (401k $1,077; relocation $107,100; exec health $3,804; auto $1,987; physical $4,200; other) | — |
Notes:
- 2024 AIP company-wide payout factor: 155% (Lacy’s actual paid $607,600) .
- Mr. Lacy’s target compensation upon appointment included base $490,000, AIP target 80% of base, and LTIP target $1,800,000; plus a one-time RSU inducement of $1,000,000 vesting ratably over 3 years .
Performance Compensation
Annual Incentive Program (AIP) – 2024 structure and results (company-wide)
| Metric | Gate | Actual | Threshold | Target | Max | Weight | Payout Factor | Weighted Contribution |
|---|---|---|---|---|---|---|---|---|
| Net Revenue – incl. Hedges & GP&T ($/mcfe) | — | 2.08 | 1.83 | 2.06 | 2.50 | 20% | 105% | 21.0% |
| Cash Costs – LOE & G&A ($/mcfe) | — | 0.39 | 0.48 | 0.43 | 0.38 | 15% | 181% | 27.1% |
| New Well Program Delivery (PIR) | — | 0.81 | 0.41 | 0.68 | 0.88 | 15% | 165% | 24.8% |
| New Well Capex Efficiency ($/mcfe) | — | 1.75 | 2.55 | 2.22 | 2.00 | 15% | 200% | 30.0% |
| SIF (Serious Incident & Fatality) | Gate | 1 | 2 | — | — | — | Gate | — |
| Methane Intensity | Gate | 0.01% | 0.02% | — | — | — | Gate | — |
| TRIR (Employee & Contractor) | — | 0.17 | 0.33 | 0.27 | 0.13 | 5% | 171% | 8.6% |
| Safety Leadership Engagement | — | 9,593 | 3,950 | 4,650 | 6,950 | 5% | 200% (capped at target due to SIF) | 5.0% |
| GHG – Emission Intensity | — | 1.9 | 2.8 | 2.3 | 1.8 | 5% | 180% | 9.0% |
| Subtotal – Company Goals | — | — | — | — | — | 80% | 163% | 125% |
| Qualitative Leadership Goals | — | — | — | — | — | 20% | 150% | 30% |
| Total AIP Payout Factor | — | — | — | — | — | 100% | — | 155% |
- Mr. Lacy’s 2024 AIP actual: $607,600 (155% of $392,000 target) .
Long‑Term Incentives (LTIP)
- 2024: No regular LTIP target approved due to October 2024 start; received one‑time inducement RSUs with grant date value $1,079,067 (12,578 RSUs on 10/15/2024), vesting ratably over 3 years . EXE RSUs vest ratably over 3 years; PSUs have 3‑year cliff vesting .
- 2025 target mix: RSUs $570,000 (30% of LTIP) and PSUs $1,330,000 (70% of LTIP), with PSUs split 50% absolute TSR and 50% relative TSR over 3 years; AIP target percent unchanged .
- EXE does not currently grant stock options or option‑like instruments .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 19,816 shares as of April 7, 2025 |
| Ownership as % of outstanding | ~0.008% (19,816 / 237,974,082 shares outstanding as of April 7, 2025) |
| Unvested RSUs (12/31/2024) | 14,906 (2/21/2023) = $1,483,892; 20,881 (2/21/2024) = $2,078,704; 12,578 (10/15/2024) = $1,252,140; Total unvested RSUs 48,365 = $4,814,736 (at $99.55) |
| Unvested PSUs | None shown for Mr. Lacy at 12/31/2024 |
| Options | None; company does not currently grant options |
| Stock ownership guidelines | EVP: 3x base salary; 75% of net shares must be held until met; all directors and NEOs were in compliance as of April 7, 2025 |
| Hedging/pledging | Prohibited by policy (no hedging, no margin accounts or pledging) |
| Deferred compensation | Non‑Qualified Deferred Plan balance $120,054 as of 12/31/2024; 2024 earnings (loss) $(803) |
Vesting schedules and insider supply:
- Inducement RSUs (12,578) vest ratably over 3 years from 10/15/2024; standard EXE RSUs vest ratably over 3 years from grant, indicating ongoing vesting that could create periodic sellable supply (subject to ownership guidelines and blackout windows) .
Employment Terms
| Provision | Mr. Lacy |
|---|---|
| Employment status | At‑will; no employment agreement |
| Appointment date | October 1, 2024 (at merger close) |
| Special appointment terms | Letter agreement (Oct 11, 2024): one‑time $500,000 cash and $1,000,000 RSUs (3‑yr ratable); participation in Executive Severance Plan; for CIC severance calculations, target annual bonus deemed $712,500; CIC protection deemed through September 30, 2027; COBRA cash equal to 36× monthly company premium contribution during CIC period |
| Severance (non‑CIC) | Cash severance equal to 1× (base + target bonus), paid in installments; as of 12/31/2024 illustrative amount $1,202,500; COBRA lump sum 12× monthly employer premium ($18,201); unvested equity forfeited |
| Severance (CIC double‑trigger) | Cash severance equal to 2× (base + target bonus), lump sum; as of 12/31/2024 illustrative amount $2,405,000; COBRA 36× monthly employer premium ($54,603); RSUs fully vest; rTSR PSUs accelerate/payout to separation date; aTSR PSUs vest at separation but pay after performance period |
| Death/Disability | Death: all RSUs and PSUs vest (PSUs at target if before performance end); Disability: PTO paid; further compensation at Committee discretion |
| Clawback | Mandatory recovery of incentive‑based compensation upon an accounting restatement; applies to compensation received on/after Oct 2, 2023 |
Performance Compensation – Metric Design (forward look)
- 2025 AIP: qualitative framework across License to Operate, Evergreen Value Drivers, and Long‑Term Value Drivers; removes prior gating in favor of zero‑SIF target and continued methane intensity improvement; AIP targets unchanged; LTIP 70% PSUs (50% aTSR/50% rTSR) and 30% RSUs .
Investment Implications
- Alignment: Strong pay‑for‑performance design (equity‑heavy LTIP, 70% PSUs in 2025, 3‑year horizons), rigorous clawback, and strict anti‑hedging/pledging and ownership rules (EVP 3× salary; in compliance) indicate high alignment with long‑term shareholders .
- Retention vs. turnover risk: CIC protection through September 30, 2027 with double‑trigger economics (2× cash + full RSU vesting) and significant unvested RSUs (~$4.8mm at 12/31/24) create retention hooks; however, sizeable CIC benefits could also influence negotiation behavior in strategic scenarios .
- Selling pressure: Ratable RSU vesting from 2023–2024 grants and inducement grant implies periodic supply; ownership holding requirements and blackout restrictions temper immediate sell‑through risk .
- Governance protections: No employment contract, no tax gross‑ups, double‑trigger CIC, robust clawback, and prohibition on pledging/hedging reduce governance red flags for this role .
- Contextual performance backdrop: Company-level execution (S&P 500 inclusion, synergy plan, efficiency-led AIP outperformance) supports credibility of compensation outcomes during Lacy’s onboarding, though attribution is company-wide rather than individual .