Sarah Emerson
About Sarah Emerson
Sarah A. Emerson (age 63) is an independent director of Expand Energy Corporation (EXE) since February 2021, serving as Chair of the Environmental and Social Governance (ESG) Committee and a member of the Marketing and Commercial Committee . She holds a BA in Government from Cornell University and an MA from the Johns Hopkins University Nitze School of Advanced International Studies, and brings deep expertise in energy market analysis, forecasting, and strategy from senior roles at ESAI Energy and Energy Security Analysis, Inc. . Board independence was affirmed in 2024, with 9 of 11 directors (including Emerson) deemed independent under Company and Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energy Security Analysis, Inc. | President | 2009–Present | Leads energy market analysis and strategy advisory |
| ESAI Energy, LLC | Managing Principal | 2009–Present | Provides consulting on petroleum, alternative fuels, electricity |
| Energy Security Analysis, Inc. | Research/Consulting roles | 1986–2009 | Built market analysis credentials |
| CSIS (Center for Strategic and International Studies) | Senior Associate | Not disclosed | Policy analysis experience |
| Harvard Kennedy School | Senior Fellow | Not disclosed | Academic/policy insights |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Anbaric Development Partners | Board Member | Not disclosed | Private energy infrastructure developer |
| The Fletcher School, Tufts University | Adjunct Professor | Not disclosed | Academic role in global affairs |
Board Governance
- Committee assignments: Chair, Environmental and Social Governance Committee; Member, Marketing and Commercial Committee .
- Committee responsibilities:
- ESG: Oversees safety and sustainability policies, corporate sustainability report, regulatory trends, environmental performance, incidents, and human capital programs .
- Marketing & Commercial: Oversees marketing, commercial and risk management strategies, hedging policies, market fundamentals; established Oct 2024 .
- Independence: Emerson is listed as independent; Board committees are 100% independent .
- Attendance: Company reported 97% board and committee meeting attendance in 2024; 100% annual meeting attendance; 9 board and 24 committee meetings held .
- Board leadership: Separate Chairman, Lead Independent Director, and CEO roles supporting independent oversight .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Payable quarterly; directors may opt to receive RSUs in lieu of cash; RSUs elected for cash retainer vest ratably over 12 months |
| Committee chair fee (ESG) | $15,000 | Standard committee chair fee |
| Committee member fee (Marketing & Commercial) | $10,000 | Standard committee member fee |
| 2024 cash fees actually earned (Emerson) | $100,000 | Director compensation table (aggregate cash) |
Performance Compensation
| Equity Award | Grant Date | Valuation/Terms | Emerson 2024 Stock Awards |
|---|---|---|---|
| Annual director RSU grant | June 6, 2024 | Approx. $200,000 per director; valued with 30-day VWAP of $89.55 and closing price $88.31; directors may elect to defer RSUs | $197,285 (aggregate grant-date fair value) |
| Options | N/A | Company does not currently grant options; no option-like instruments outstanding | N/A |
Notes:
- The proxy does not disclose a specific vesting schedule for the annual RSU grant beyond the 12-month vesting for RSUs elected in lieu of cash retainer .
- No performance share units (PSUs) or option awards are part of non-employee director compensation; equity is time-based RSUs .
Other Directorships & Interlocks
| Type | Company | Role | Committee Roles |
|---|---|---|---|
| Public company boards | None | — | — |
| Private/Infrastructure | Anbaric Development Partners | Board Member | Not disclosed |
| Academic/Policy | CSIS; Harvard Kennedy School; Tufts Fletcher School | Senior Associate; Senior Fellow; Adjunct Professor | Not disclosed |
Expertise & Qualifications
- Energy market analysis and forecasting expertise across petroleum, alternative fuels, and electricity sectors; policy and academic credentials add governance insight .
- ESG oversight experience as committee chair; aligns with Company’s stated goals on safety, methane intensity, and GHG reduction .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned directly | 0 |
| Share equivalents (e.g., RSUs vesting within 60 days/deferred units) | 13,797 |
| Total beneficial ownership | 13,797 |
| Ownership as % of shares outstanding | Less than 1% |
| Unvested awards (as of Dec 31, 2024) | 13,797 |
| Pledging/hedging policy | Prohibited for directors and officers |
| Stock ownership guidelines | Non-employee directors: 5x cash retainer; 100% holding requirement until met |
| Compliance status | As of April 7, 2025, all directors and NEOs met minimum ownership requirements |
Governance Assessment
- Alignment: Chairing the ESG Committee and serving on Marketing & Commercial positions Emerson at the nexus of sustainability oversight and commercial risk management, reinforcing investor confidence in operational and ESG controls .
- Independence & engagement: Independent status, 100% independent committees, and strong overall board attendance metrics (97%) indicate robust board effectiveness and oversight .
- Compensation balance: Director pay comprises modest cash (retainer plus committee fees) and time-based RSUs; absence of options reduces risk of misaligned incentives; RSUs promote ownership alignment .
- Ownership & policy strength: Compliance with 5x retainer ownership guideline and prohibition on hedging/pledging support shareholder alignment; clawback policy strengthens accountability (applicable to executives; directors’ equity governed by ownership and insider policies) .
- Shareholder signals: 2025 say‑on‑pay received 188,140,098 votes in favor vs. 5,868,346 against (124,303 abstentions), indicating broad investor support of compensation practices; director elections show strong support for Emerson (192,533,333 for; 1,528,858 against; 70,556 abstentions) .
Director Compensation (Detail)
| Item | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $100,000 |
| Stock Awards (RSUs) | $197,285 |
| Total | $297,285 |
| RSU Grant Context | Annual RSU grants valued at ~$200,000; June 6, 2024 grant; 30-day VWAP $89.55; closing price $88.31 |
Related Party and Conflict Review
- Related party transaction policy: The Audit Committee reviews/approves transactions >$120,000 involving directors/executives/5% holders or immediate family members; no Emerson-specific related party transactions disclosed in the proxy .
- Independence standards: Board’s independence assessment conforms to regulatory and Nasdaq standards; Emerson deemed independent .
Say‑on‑Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote to approve NEO compensation (2024) | 188,140,098 | 5,868,346 | 124,303 | 12,811,230 |
| Director | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Sarah A. Emerson | 192,533,333 | 1,528,858 | 70,556 | 12,811,230 |
Board‑level engagement: Company reports meeting with shareholders representing ~70% of outstanding shares in 2024; robust investor engagement process noted .
Compensation Committee Context (for Board Governance)
- Committee composition and responsibilities reinforce pay‑for‑performance for executives and ensure director compensation alignment; independent consultant engaged; stock ownership guidelines monitored .
- Committees held regular meetings (Compensation Committee: 8 in 2024), with authority to retain advisors and conduct executive sessions .
RED FLAGS
- None disclosed specific to Emerson: No related party transactions, no pledging, and independence affirmed; director compensation appears standard and equity is time‑based RSUs without option repricing risks .