John Gass
About John D. Gass
John D. Gass, age 73, is an independent director of Expand Energy (EXE), appointed in October 2024. He serves on the Environmental and Social Governance (ESG) Committee and the Nominating & Corporate Governance Committee. Gass holds an MS in Civil Engineering from Tulane University and a BS in Civil Engineering from Vanderbilt University. His career includes 38+ years at Chevron, where he was Vice President of Chevron Corporation and President of Chevron Gas & Midstream, and multiple public company directorships prior to joining EXE.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron Corporation | Vice President, President of Chevron Gas & Midstream | 1974–2012 | Senior leadership of global gas & midstream; capital-intensive operations experience |
| Weatherford International, Ltd. | Director | 2013–2019 | Governance and executive compensation leadership experience |
| Suncor Energy Inc. | Director | 2014–2022 | Board-level oversight in integrated energy |
| Southwestern Energy Company | Director | 2012–2024 | Board role prior to SWN’s merger into EXE on Oct 1, 2024 |
| Sasol Chevron Holdings Ltd.; GS Caltex | Director (former) | n/a | International JV/partner governance |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior public company boards | Suncor Energy Inc. (2014–2022); Weatherford International (2013–2019); Southwestern Energy Company (2012–2024) |
| Private/non-profit/academic roles | Not disclosed in EXE proxy beyond former JV boards (Sasol Chevron, GS Caltex) |
Board Governance
- Independence and roles: Independent director; member, ESG Committee; member, Nominating & Corporate Governance Committee. All board committees are 100% independent.
- Attendance and engagement: The board reported 97% board/committee attendance in 2024 (9 board meetings, 24 committee meetings) and expects directors to attend the Annual Meeting; all then-directors attended the 2024 meeting. Investor outreach covered ~70% of outstanding shares.
- Leadership structure: Separate Chair (Michael Wichterich), Lead Independent Director (Matthew Gallagher), and CEO roles; non-employee executive sessions occur at least quarterly.
- Oversight and conflicts: Audit oversees related-party transactions and conflicts; Nominating & Corporate Governance oversees board composition, independence, succession, and conflicts; ESG oversees safety/sustainability; policies include a Code of Business Conduct.
- Director limits/retirement: Limits on service on other public boards; mandatory retirement generally at the annual meeting following age 80.
Fixed Compensation (Non-Employee Director)
| Year | Cash Fees | Stock Awards (RSUs) | Total | Notes |
|---|---|---|---|---|
| 2024 | $22,500 | $0 | $22,500 | Joined Oct 2024; did not receive the June 2024 annual grant; pro-rated cash only. Program terms detailed below. |
Program structure for non-employee directors (2024):
- Annual cash retainer $80,000 (payable quarterly; option to take RSUs instead); annual RSU grant ~$200,000 (Chairman +$150,000); committee fees (Chair/Member): Audit $25k/$10k; Compensation $20k/$5k; ESG $15k/$5k; Marketing & Commercial $25k/$10k; Nominating & Corporate Governance $15k/$5k. Directors may defer RSUs. June 6, 2024 grant valued using 30-day VWAP ($89.55) and closing price ($88.31).
Performance Compensation
- Directors receive time-vested RSUs (no option awards or performance share units for directors). No performance metrics or formulaic pay-for-performance apply to director equity; RSUs vest ratably (12 months for elected-in-lieu-of-cash RSUs; annual director grants vest per program terms).
- Compensation benchmarking: The Compensation Committee, with an independent consultant, reviews and benchmarks the director program annually.
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Current interlocks | None disclosed. Current public boards: none. |
| Notable prior connections | Director of Southwestern Energy (2012–2024), which merged with Chesapeake to form Expand Energy on Oct 1, 2024 (all-stock transaction). |
| Governance controls | Related-party transactions reviewed/approved by Audit Committee; conflicts reviewed by Nominating & Corporate Governance. |
Expertise & Qualifications
- Decades-long domestic and international E&P leadership; governance and executive compensation experience; strong environmental and safety skills and best-practice implementation insights.
- Board composition emphasizes energy industry, strategic transactions, finance, and HSER experience; 100% of directors have energy industry and strategic transactions experience.
Equity Ownership
| Holder | Common Shares | Share Equivalents (e.g., RSUs per footnote) | Total | % Outstanding |
|---|---|---|---|---|
| John D. Gass (as of Apr 7, 2025) | 9,433 | 22,865 | 32,298 | <1% |
- Ownership guidelines: Non-employee directors must hold ≥5x annual cash retainer; 100% of net shares held until met. As of Apr 7, 2025, all directors and NEOs met minimum ownership requirements. Hedging and pledging of company stock are prohibited.
Governance Assessment
-
Strengths for investor confidence
- Independent director with deep operational, midstream and global energy expertise; sits on ESG and Nominating committees aligned to safety/sustainability and board effectiveness oversight.
- Strong alignment via ownership: 32,298 shares/units attributable; director ownership guidelines met; hedging/pledging prohibited.
- Robust board/process quality: independent committees, frequent executive sessions, near-perfect attendance, active investor engagement.
-
Watch items / potential conflicts
- Prior directorship at Southwestern (now part of EXE) warrants routine vigilance by Nominating/Audit for any perceived conflict in integration oversight; governance policies assign those reviews to independent committees.
-
RED FLAGS
- None apparent in filed disclosures: no pledging permitted; no related-party transactions involving directors are described in the proxy; committees oversee conflicts; board/committee independence maintained.
Notes on attendance and compensation context: Board/committee attendance was 97% in 2024; Gass joined in Oct 2024 (after the June 2024 director RSU grant), resulting in pro-rated cash-only fees in 2024.