Expand Energy Names Chord Energy Veteran Daniel Brown CEO, Effective Oct. 26

Updates

1. Oct 19, 8:09 AM ET · SEC 8-K — Brown's package: $1M base salary, 125% bonus target, $8.75M annual long-term incentive target, and a make-whole award of $4,726,662 in RSUs and $10,925,584 in PSUs.

   • Compensation Package — Annual long-term incentive award has an aggregate target value of $8,750,000, delivered 30% in RSUs and 70% in PSUs and prorated for 2026. The Annual Target Bonus is paid at target achievement for 2026, and Brown receives no separate pay for Board service.
   • Make Whole Award
     • The Make Whole Award is intended to compensate Mr. Brown for compensation forfeited at his prior employer.
     • Make Whole RSUs vest in equal, one-third installments on December 31, 2027, December 31, 2028 and December 31, 2029.
     • Make Whole PSUs vest in equal parts on total shareholder return metrics over three overlapping periods beginning with the third quarter of 2026 and ending December 31, 2028, December 31, 2029 and December 31, 2030.
     • Make Whole Award subject to accelerated vesting upon Qualifying Termination: Company termination without cause or resignation for good reason following the effective date of his appointment.
   • Severance and Clawback — Brown is a Tier 1 participant in the Executive Severance Plan filed February 26, 2025 as Exhibit 10.18 to the Form 10-K for year ended December 31, 2024, and his incentive compensation is subject to clawback policies.
   • Board Seat and Indemnity — Brown joins the Board as of the Effective Date, serving until the next annual meeting of stockholders, with no committee appointments at this time. The Company will enter into a standard Indemnity Agreement with him, form filed February 26, 2025 as Exhibit 10.7 to the Form 10-K for year ended December 31, 2024.
   • Wichterich Transition
     • Upon commencement of Brown's employment, Michael Wichterich will cease as Interim President and CEO but will continue to serve as the Company's Chairman of the Board.
     • Wichterich's transition was planned and not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.
     • Wichterich entitled to retain a pro-rata portion of his 2026 long-term incentive award based on days served in the one-year period following grant date, subject to retention of RSUs and PSUs with aggregate grant date fair value of $1,000,000.
     • No severance or transition payments to Wichterich as part of his interim position ceasing, other than the pro-rata 2026 long-term incentive award retention.
     • Wichterich will retain a pro-rata portion of his 2026 long-term incentive award based on days served during the one-year period following the grant date, subject to retaining a minimum number of RSUs and PSUs with an aggregate grant date fair value of $1,000,000, consistent with his Qualifying Termination entitlements per the Form 8-K filed February 9, 2026.
     • Wichterich returns to Non-Executive Chairman of the Board; no severance or transition payments other than retaining a pro-rata portion of his 2026 long-term incentive award based on days served in the one-year period following the grant date, subject to retaining a minimum number of RSUs and PSUs with aggregate grant date fair value of $1,000,000.
   • Search and Timing — Brown's employment commencement is anticipated October 26, 2026, the Effective Date. The appointment follows a comprehensive Board-led search with a leading search firm evaluating internal and external candidates, and the Company issued a press release announcing it on October 19, 2026.
   All 19 details

   • Brown elected to the Board as of the Effective Date, to serve until the Company's next annual meeting of stockholders; not appointed to any Board committees at this time.
   • Make Whole RSUs vest in equal, one-third installments on December 31, 2027, December 31, 2028 and December 31, 2029.
   • Make Whole PSUs vest in equal parts on total shareholder return metrics over three overlapping periods beginning with the third quarter of 2026 and ending December 31, 2028, December 31, 2029 and December 31, 2030.
   • Make Whole Award subject to accelerated vesting upon Qualifying Termination: Company termination without cause or resignation for good reason following the effective date of his appointment.
   • Brown is a Tier 1 participant in the Executive Severance Plan filed February 26, 2025 as Exhibit 10.18 to the Form 10-K for year ended December 31, 2024; incentive compensation subject to clawback policies.
   • Annual long-term incentive award delivered 30% in RSUs and 70% in PSUs with aggregate target value of $8,750,000, prorated with respect to 2026.
   • Wichterich entitled to retain a pro-rata portion of his 2026 long-term incentive award based on days served in the one-year period following grant date, subject to retention of RSUs and PSUs with aggregate grant date fair value of $1,000,000.
   • No severance or transition payments to Wichterich as part of his interim position ceasing, other than the pro-rata 2026 long-term incentive award retention.
   • Company will enter into a standard Indemnity Agreement with Brown, form filed February 26, 2025 as Exhibit 10.7 to the Form 10-K for year ended December 31, 2024; no family relationships or Item 404(a) transactions.
   • As an employee director, Brown will not receive separate compensation for Board service.
   • Wichterich's transition was planned and not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.
   • Upon commencement of Brown's employment, Michael Wichterich will cease as Interim President and CEO but will continue to serve as the Company's Chairman of the Board.
   • Brown's appointment follows a comprehensive search led by Expand Energy's Board with the assistance of a leading search firm, evaluating both internal and external candidates.
   • The Annual Target Bonus will be paid at target achievement with respect to 2026.
   • Brown's employment commencement is anticipated to occur October 26, 2026 (the Effective Date).
   • On October 19, 2026, the Company issued a press release announcing the appointment of Mr. Brown as President and Chief Executive Officer.
   • The Make Whole Award is intended to compensate Mr. Brown for compensation forfeited at his prior employer.
   • Wichterich will retain a pro-rata portion of his 2026 long-term incentive award based on days served during the one-year period following the grant date, subject to retaining a minimum number of RSUs and PSUs with an aggregate grant date fair value of $1,000,000, consistent with his Qualifying Termination entitlements per the Form 8-K filed February 9, 2026.
   • Wichterich returns to Non-Executive Chairman of the Board; no severance or transition payments other than retaining a pro-rata portion of his 2026 long-term incentive award based on days served in the one-year period following the grant date, subject to retaining a minimum number of RSUs and PSUs with aggregate grant date fair value of $1,000,000.