8-KLeadership ChangesRegulation FDExhibits & Filings

EXPAND ENERGY Corp 8-K Report, Executive Changes (Apr 27, 2021)

Filed April 27, 2021For Securities:EXEEXEELEXEEWEXEEZ

Summary

This 8-K filing from Chesapeake Energy Corporation (EXE) announces significant leadership changes, most notably the departure of President and CEO Robert D. Lawler, effective April 30, 2021. Mr. Lawler's separation is characterized as a termination without cause, entitling him to severance benefits as per his employment and a new Severance Agreement. The company has appointed Michael Wichterich as Interim CEO, effective the same date. Mr. Wichterich, who will also continue as Chair of the Board, will receive a monthly salary and performance share units contingent on the company's stock price reaching $55 by March 1, 2024. The filing also notes an amendment to the 2021 Long Term Incentive Plan to clarify award limits for non-employee directors.

Key Highlights

  • 1Robert D. Lawler has departed as President and CEO and from the Board of Directors, effective April 30, 2021.
  • 2Mr. Lawler's departure is classified as a termination without cause, indicating potential severance payouts.
  • 3Michael Wichterich has been appointed as Interim Chief Executive Officer, effective April 30, 2021.
  • 4Mr. Wichterich will continue in his role as Chair of the Board while serving as Interim CEO, with Matt Gallagher appointed Lead Independent Director.
  • 5The Interim CEO Agreement includes a base salary of $61,250/month through July 31, 2021, and $204,583.33/month thereafter.
  • 6An award of performance share units valued at $430,000 is granted to the Interim CEO, vesting if the stock price reaches $55 for 60 days prior to March 1, 2024.
  • 7The 2021 Long Term Incentive Plan was amended to clarify award limits for non-employee directors.

Frequently Asked Questions

The filing states that Robert D. Lawler will no longer serve as President and CEO as per an agreement with the Board of Directors. His departure is being treated as a termination without 'cause' under his employment agreement.

Michael Wichterich has been appointed as Interim Chief Executive Officer, effective April 30, 2021. He will continue as Chair of the Board. His compensation includes a monthly salary and performance share units tied to the company's stock performance.

Investors should be aware of potential severance payments to the outgoing CEO, Robert D. Lawler, as his departure is considered without cause. The specifics of the severance are detailed in a Severance Agreement filed as an exhibit.

Yes, Michael Wichterich will receive an award of performance share units with a grant date value of $430,000. These units will vest if the company's common stock price reaches or exceeds $55 on a 60-day volume-weighted average price basis before March 1, 2024.