Michael Wichterich

About Michael A. Wichterich

Chairman of the Board at Expand Energy (EXE). Age 58; director since February 2021. Education: BBA in Accounting, University of Texas. Served as EXE’s Executive Chairman (Oct 2021–Dec 2022) and Interim CEO (Apr–Oct 2021). Founder, CEO and Chairman of Three Rivers Operating Company LLC (2009–present); co‑founder of Firstelement Exploration (2024–present). Former CFO at Texas American Resources, New Braunfels Utilities, and Mariner Energy; began career at PwC. Currently no other public company directorships.

Past Roles

External Roles

Board Governance

• Role: Non‑employee Chairman; EXE maintains separate Chairman, Lead Independent Director (Matthew M. Gallagher), and CEO roles to enhance independent oversight. Executive sessions of non‑employee directors occur at least quarterly.
• Committees: Wichterich is not a member of standing committees; all five committees are 100% independent.
• Independence: Not independent (Board determined all nominees except the CEO and Wichterich—due to prior executive role—are independent).
• Attendance: Directors had near‑perfect attendance in 2024 (97% board/committee); 100% annual meeting attendance; all directors attended the 2024 annual meeting.
• Shareholder engagement: Chairman participates in year‑round engagement; in 2024, EXE met with shareholders representing ~70% of outstanding shares.

Fixed Compensation

Committee fee schedule (for reference):

Performance Compensation

• Directors’ equity is time‑based; no director PSUs or option awards disclosed; no performance metrics tied to director equity grants.

Other Directorships & Interlocks

Expertise & Qualifications

• Financial and operational leadership across E&P; former CFO at multiple firms; founder/operator experience; audit background from PwC; governance experience across private/public energy companies.

Equity Ownership

(a) Includes RSUs vesting within 60 days and for directors, vested units deferred into director plans.

• Ownership guidelines: Non‑employee directors must hold ≥5x the annual cash retainer; hold 100% of net shares until met; as of April 7, 2025, all directors met minimum ownership requirements. Hedging and pledging of EXE stock are prohibited.

Governance Assessment

• Committee assignments and chair roles: As Board Chair, Wichterich sets agendas, leads meetings and executive sessions, liaises with CEO and independent directors, and engages with major shareholders; he is not on standing committees, preserving the independence of committee oversight.
• Independence and conflicts: Not independent due to prior executive role; concurrently leads private E&P ventures (Three Rivers; Firstelement Exploration). EXE maintains a formal related‑party transaction policy with Audit Committee approval requirements; proxy materials reviewed do not disclose any Wichterich‑related transactions. Monitor ongoing interlocks for potential conflicts with EXE counterparties.
• Attendance and engagement: Board‑level attendance strong (97% in 2024); all directors attended annual meeting; robust investor outreach (~70% of shares). Signals high engagement and board effectiveness.
• Director compensation and alignment: Mix of modest cash retainer and time‑based RSUs, with incremental RSUs for the Chair; 2024 stock awards valued at $345,204; unvested awards 52,163 units at year‑end. Ownership guidelines met; no hedging/pledging allowed. Alignment adequate, though beneficial ownership remains below 1% given company size.
• Say‑on‑Pay and shareholder sentiment: 2025 say‑on‑pay approved (188,140,098 for; 5,868,346 against; 124,303 abstentions). Wichterich’s director election support was strong (191,980,901 for; 2,083,025 against; 68,821 abstentions). Auditor ratification also passed. These outcomes indicate broad investor confidence in governance and compensation frameworks.
• Red flags and risk indicators:
  • Non‑independent Chair with active external E&P leadership—requires ongoing monitoring for related‑party exposure.
  • No disclosure of shares pledged; policy prohibits pledging/hedging—positive.
  • No director meeting fees; independent committees and quarterly executive sessions—positive governance controls.

Shareholder Voting Results (2025 Annual Meeting)

Director Compensation Details (2024)

Notes: 2024 director RSUs were granted June 6, 2024; valuation referenced closing price $88.31 and 30‑day VWAP $89.55. Directors may elect to defer RSUs; program includes an additional RSU grant for the Chairman (~$150,000).

Related‑Party Transactions & Policies

• Policy: Transactions >$120,000 involving directors/officers (or 5% holders) require Audit Committee review/approval; heightened independence standards apply to Audit, Compensation, and Nominating Committee members.
• Disclosure: No specific related‑party transactions involving Wichterich disclosed in the reviewed proxy sections.

Independence Status, Attendance, and Engagement Summary

Equity Ownership Alignment

Overall: Wichterich’s governance role is central as non‑independent Board Chair with strong engagement and robust board processes. His external E&P leadership necessitates vigilant oversight for potential conflicts, mitigated by EXE’s related‑party policy and fully independent committees. Shareholder votes signal confidence in current governance and pay structures.