Matthew Gallagher
About Matthew M. Gallagher
Age 42. Lead Independent Director at Expand Energy (EXE) since February 2021; Chair of the Nominating & Corporate Governance Committee and member of the Audit Committee. BS in Petroleum Engineering from Colorado School of Mines. Former CEO of Parsley Energy and seasoned E&P operator with deep board governance experience; designated independent under Nasdaq and Company standards in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parsley Energy Inc. | President & CEO; President & COO; VP & COO; senior management/engineering roles | 2010–2021 (CEO 2019–2021; President & COO 2017–2019; VP & COO 2014–2017) | Led operational scale-up; public company CEO experience |
| Pioneer Natural Resources | Engineering and management positions | 2005–2010 | Upstream technical/operations background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenlake Energy, LLC | President & CEO | 2021–Present | Private E&P leadership |
| NGP Energy Capital, LLC | Venture Partner | 2021–Present | PE portfolio oversight in energy |
| Workrise | Director | 2024–Present | Workforce/platform governance (private) |
| Parsley Energy Inc. | Former Director | Prior | Public company board experience |
| Pioneer Natural Resources Company | Former Director | Prior | Public company board experience |
| Tap Rock Resources, LLC | Former Director | Prior | Private E&P governance |
Board Governance
- Roles: Lead Independent Director since February 2021; Chair, Nominating & Corporate Governance; member, Audit .
- Independence: Board determined all nominees except the CEO and prior Executive Chair are independent; Gallagher qualifies .
- Attendance: Directors had 97% board/committee attendance and 100% annual meeting attendance in 2024; 9 board meetings and 24 committee meetings held .
- Committee activity: Audit (8 meetings in 2024; 3 financial experts including Gallagher); Nominating & Corporate Governance (3 meetings in 2024; oversees director recruitment/independence, conflicts/political spending/lobbying) .
- Board leadership: Separate Chair, Lead Independent Director, and CEO roles; Gallagher performs Chair functions when the Chair is unavailable and optimizes board process via Nominating oversight .
Fixed Compensation
| Component | Structure/Terms | 2024 Amount (USD) |
|---|---|---|
| Annual Cash Retainer | $80,000; payable quarterly; may elect RSUs in lieu of cash | $87,967 (cash earned by Gallagher) |
| Committee Fees | Nominating Chair $15,000; Audit member $10,000; fees may be settled in RSUs | Included in cash total above (program schedule shown) |
| Equity Grant (RSUs) | Annual RSUs ≈ $200,000 for directors; additional ≈ $150,000 for Chair; grants around annual meeting; directors may defer RSUs | $197,285 grant-date fair value for Gallagher |
| Total 2024 Director Compensation | Cash + Stock Awards | $285,252 |
| Grant Valuation Details | RSUs granted June 6, 2024; valued using 30-day VWAP $89.55; closing price $88.31 on grant date | Program methodology per proxy; individual RSU values above |
Performance Compensation
- Non-employee directors receive time-based RSUs; no performance-based (PSU/option) director awards disclosed. No director-specific performance metrics tied to equity grants .
Other Directorships & Interlocks
| Type | Entity | Notes |
|---|---|---|
| Current public boards | None | No current public interlocks |
| Prior public boards | Parsley Energy Inc.; Pioneer Natural Resources Company | Energy sector experience; no EXE-related transactions disclosed |
| Private/PE boards | Greenlake Energy (CEO); NGP Energy Capital (Venture Partner); Tap Rock Resources (former); Workrise (current) | Potential informational networks; no related-party transactions disclosed with EXE |
Expertise & Qualifications
- Petroleum engineering and upstream operations (Colorado School of Mines BS; Pioneer/Parsley technical leadership) .
- Public company CEO and board governance experience; strategic and organizational leadership .
- Audit oversight experience; Audit Committee counted 3 “financial experts,” including members Kehr, Duster, Gallagher .
Equity Ownership
| Holder | Shares Owned | Share Equivalents (RSUs due to vest within 60 days or deferred) | Total | % Outstanding |
|---|---|---|---|---|
| Matthew M. Gallagher | 0 | 15,113 | 15,113 | <1% |
- Unvested director RSUs: Gallagher had 15,113 unvested awards as of December 31, 2024 .
- Ownership guidelines: Non-employee directors must hold shares equal to 5x cash retainer; as of April 7, 2025, all directors met minimum ownership requirements .
- Hedging/pledging: Company prohibits hedging and pledging of EXE stock by directors and officers .
- Section 16 compliance: All required beneficial ownership reports were timely filed for 2024 .
Governance Assessment
- Strengths: Independent Lead Director; chairs Nominating & Corporate Governance (director recruitment, independence, conflicts oversight); member of Audit (financial reporting, related-party review) — supports board effectiveness and investor confidence . High overall board/committee attendance and separate Chair/CEO/LID structure enhance oversight quality .
- Alignment: Director equity via RSUs and stock ownership guidelines promote skin-in-the-game; no hedging/pledging allowed; director pay benchmarked to peer group with balanced cash/equity mix .
- Conflicts/related-party exposure: Policy requires Audit Committee review/approval of transactions >$120k involving directors; no related-party transactions disclosed for Gallagher; limits on outside boards to manage time commitments (directors ≤4 public boards) .
- Signals: Governance refresh in 2024 added new directors and formed Marketing & Commercial Committee; Nominating oversight under Gallagher indicates active board composition and governance optimization post-merger, which can be positive for investor confidence .