Timothy Duncan
About Timothy S. Duncan
Timothy S. Duncan, age 52, is an independent director of Expand Energy (EXE) and has served on the Board since February 2021. He is the founder, former CEO, President and Director of Talos Energy Inc. (2012–2024) with an MBA from the University of Houston and a BS in Petroleum Engineering from Mississippi State University; his background combines petroleum engineering, multi-basin E&P leadership, and corporate development experience suited to EXE’s strategy and scale .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Talos Energy Inc. (NYSE: TALO) | Founder; CEO, President, Director | 2012–2024 | Built and led public E&P; deep operational and corporate development experience |
| Phoenix Exploration Company, LP | Founder; SVP, Business Development | 2006–2012 | Led BD; portfolio growth and transactions |
| Gryphon Exploration Company | Manager, Reservoir Engineering & Evaluations | 2000–2005 | Reservoir and portfolio evaluations |
| Amerada Hess; Zilkha Energy; Pennzoil E&P | Reservoir engineering and portfolio evaluation roles | 1995–2000 | Technical foundation across operators |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Ocean Industries Association (NOIA) | Chairman (2022); Vice Chair (2021) | 2021–2022 | Industry leadership and policy engagement |
| Mississippi State University | Foundation Board; College of Engineering Dean’s Advisory Council | n/a | Academic/industry advisory roles |
| Public company boards (current) | None | — | EXE bio lists “Other Public Boards: None” (reduces interlocks) |
Board Governance
- Independence and tenure: Independent director; on EXE Board since February 2021 .
- Committee assignments (member): Compensation; Environmental & Social Governance (ESG); Nominating & Corporate Governance (NCG) .
- Board effectiveness signals:
- Board/committee attendance: 97% overall; all directors attended the 2024 annual meeting; directors expected to attend the annual meeting .
- Committee independence: All five standing committees are 100% independent; heightened independence standards for Audit, Compensation, and NCG .
- Executive sessions at least quarterly; separate Chair, Lead Independent Director (Gallagher), and CEO structure .
- Committee workloads and oversight focus:
- Compensation Committee (8 meetings in 2024): Executive and director pay, incentives, stock ownership guidelines, and risk assessments .
- ESG Committee (3 meetings in 2024): Safety, environmental performance, sustainability reporting, regulatory trends, HCM programs .
- NCG Committee (3 meetings in 2024): Director recruitment, governance policies, conflicts oversight, shareholder engagement, political/lobbying oversight .
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Cash retainer | $80,000 | Paid quarterly; directors may elect RSUs in lieu of cash |
| Equity (RSUs) | $216,978 | Annual RSU (~$200k) plus elected committee fees in RSUs; granted around annual meeting |
| Total | $296,978 | Cash/equity mix approx. 27%/73% |
Director fee schedule (program terms):
- Committee member retainers: Compensation $5,000; ESG $5,000; NCG $5,000 (Chair retainers: Compensation $20,000; ESG $15,000; NCG $15,000) .
- Annual RSU grant target ~ $200,000 for directors; Chair receives an additional ~$150,000 in RSUs (not applicable to Duncan) .
- Duncan elected to receive his committee fees in RSUs for the period between the 2024 and 2025 annual meetings .
Performance Compensation
- Non-employee directors do not receive performance-based pay; equity awards are time-vested RSUs (no PSU metrics). Annual grants occur around the annual meeting; RSUs may be deferred at director election .
Other Directorships & Interlocks
| Company/Entity | Status | Details |
|---|---|---|
| Public company boards (current) | None | EXE bio: “Other Public Boards: None” |
| Talos Energy Inc. | Prior | Founder, CEO, President, Director (2012–2024) |
| Potential interlocks/conflicts | None disclosed | Audit Committee reviews related-party transactions; no director-specific transactions disclosed for Duncan in the proxy . |
Expertise & Qualifications
- Petroleum engineer with extensive E&P operating, reservoir, and corporate development experience; founder of multiple E&P businesses .
- Industry leadership via NOIA; governance experience as former public-company CEO/director .
- Education: MBA (University of Houston); BS Petroleum Engineering (Mississippi State University) .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Shares beneficially owned | 7,156 shares |
| Share equivalents (RSUs/deferred) | 7,625 units |
| Total (shares + equivalents) | 14,781 |
| Unvested awards at 12/31/2024 | 7,625 unvested awards |
| Director stock ownership guideline | 5x annual cash retainer; 100% holding of net shares until met |
| Compliance status (as of 4/7/2025) | All directors (including Duncan) met minimum ownership requirements |
| Hedging/pledging | Prohibited by policy (no pledging or derivatives) |
Governance Assessment
- Positives
- Independent director with deep operating and capital allocation experience from founding and leading a public E&P; adds technical and commercial rigor to Compensation, ESG, and NCG oversight .
- Strong alignment via equity-heavy director pay; elected to take committee fees in RSUs; in compliance with robust 5x retainer stock ownership guideline; anti-hedging/pledging policy in place .
- Board-level discipline indicated by majority-independent board, 100% independent committees, near-perfect attendance, quarterly executive sessions, and active investor engagement framework .
- Clawback policy, insider trading controls, and related-party review processes mitigate governance risk .
- Watch items / potential risks
- No individual attendance disclosure; reliance on aggregate (97%)—continue monitoring personal participation and committee engagement .
- Prior CEO/director role at Talos concluded in 2024; no current public boards, which reduces interlocks but limits external market signal channels—continue to monitor for any new outside directorships or potential related-party exposure (none disclosed) .
- Compensation Committee has discretion in AIP (for executives), and committee oversight remains critical to ensure rigor; Duncan’s Compensation Committee role places emphasis on maintaining pay-for-performance integrity and risk controls .
No related-party transactions or share pledging by Duncan are disclosed in the proxy; director independence affirmed under Nasdaq and company standards .