2019 Proxy Statement
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Welcome to Meet the Board Nominees. Use the menu above or click on any name, qualification, or committee to learn more.
✝︎ Messrs. Edmunds and Hayes are new directors, appointed to the Board in
August 2018 and February 2019, respectively.
✝︎✝︎ Mr. Gieselman is a new nominee, nominated by the Board for election at the 2019 Annual Meeting of Shareholders. As of the date of this Proxy Statement, the Board has not appointed Mr. Gieselman to a committee. Director Nominee Qualifications
10/10 Director Nominees
 5/10 Director Nominees
 6/10 Director Nominees
 10/10 Director Nominees
3/10 Director Nominees
 1/10 Director Nominees
 6/10 Director Nominees
2/10 Director Nominees
 10/10 Director Nominees
R. Brad Martin
Chairman (since 2015)
Age: 67
Independent Director, since 2012
RBM Venture Company,
Chairman, since 2007
Prior Business Experience
Current Public Company Boards
Past Public Company Boards
Other Positions
Education
Gloria R. Boyland
Age: 58
Independent Director, since 2016
FedEx Corporation (NYSE: FDX),
Corporate Vice President of Operations
and Service Support, since 2015
Skills and Qualifications
Prior Business Experience
Other Positions
Education
Luke R. Corbett
Age: 72
Independent Director, since 2016
Corbett Management LLC,
Manager, since 2006
Prior Business Experience
Current Public Company Boards
Past Public Company Boards
Other Positions
Education
Mark A. Edmunds
Age: 62
Independent Director, since August 2018
Deloitte LLP,
Vice Chairman, since 2007,
and Partner since 1989
Prior Business Experience
Other Positions
Education
Scott A. Gieselman
Age: 55
Independent Director, Nominated for election in May 2019
NGP Energy Capital Management, L.L.C., Partner, since 2007
Skills and Qualifications
Prior Business Experience
Current Public Company Boards
Past Public Company Boards
Other Positions
Education
David W. Hayes
Age: 44
Independent Director, since February 2019
NGP Energy Capital Management, L.L.C., Partner, since 2008
Skills and Qualifications
Prior Business Experience
Past Public Company Boards
Other Positions
Education
Leslie Starr Keating
Age: 58
Independent Director, since 2017
Advance Auto Parts, Inc. (NYSE: AAP),
Retired Executive Vice President – Supply Chain Strategy and
Transformation
Skills and Qualifications
Prior Business Experience
Other Positions
Education
Robert D. (“Doug”) Lawler
Age: 52
Director, since 2013
Chesapeake Energy Corporation (NYSE: CHK), President and CEO, since 2013
Prior Business Experience
Other Positions
Education
Merrill A. (“Pete”) Miller, Jr.
Age: 68
Independent Director, since 2007
NOW Inc. (NYSE: DNOW),
Retired Executive Chairman
Prior Business Experience
Current Public Company Boards
Past Public Company Boards
Other Positions
Education
Thomas L. Ryan
Age: 53
Independent Director, since 2013
Service Corporation International (NYSE: SCI), Chairman, since 2016, and CEO, since 2005
Prior Business Experience
Current Public Company Boards
Past Public Company Boards
Other Positions
Education
Audit Committee 2018 Meetings: 8
Purpose:
Oversee PwC and audit, tax and consulting fees, financial reporting, internal audit compliance, cybersecurity and related party transactionsKey Oversight Responsibilities:
✝︎ Audit Committee Financial Expert
Compensation Committee 2018 Meetings: 4
Purpose:
Establish and oversee compensation policies and programs that effectively attract,
retain and motivate executive officers and
employees, including establishment of a new peer group for fiscal year 2018Key Oversight Responsibilities:
* Mr. Dunham is scheduled to resign from the Board in May 2019 pursuant to the Company’s mandatory retirement age policy.
Finance Committee 2018 Meetings: 4
Purpose:
Oversee financial and liquidity
management strategies and policies, including asset sales, corporate budget, commodity
hedging, and analysis of opportunities to reduce debt and improve liquidityKey Oversight Responsibilities:
Nominating Committee 2018 Meetings: 4
Purpose:
Oversee corporate governance
structure and practices, Board composition, health, safety and environmental initiatives, shareholder outreach, charitable donations
and corporate social responsibility mattersKey Oversight Responsibilities:
* Mr. Dunham is scheduled to resign from the Board in May 2019 pursuant to the Company’s mandatory retirement age policy.
Operational/Management Leadership
We believe that directors who have held significant leadership positions over an extended period, possess extraordinary leadership qualities and demonstrate a practical understanding of organizations, processes, strategy and risk management, as well as know how to drive growth and change.
The nominees below all exhibit this skill or qualification:
Director Nominee Qualifications
10/10 Director Nominees
5/10 Director Nominees
6/10 Director Nominees
10/10 Director Nominees
3/10 Director Nominees
1/10 Director Nominees
6/10 Director Nominees
2/10 Director Nominees
10/10 Director Nominees
Current and/or Former Public Company CEO
We believe that current and former service as a public company CEO is particularly valuable to our Board, including one director appointed since the 2016 annual meeting.
The nominees below all exhibit this skill or qualification:
Director Nominee Qualifications
10/10 Director Nominees
5/10 Director Nominees
6/10 Director Nominees
10/10 Director Nominees
3/10 Director Nominees
1/10 Director Nominees
6/10 Director Nominees
2/10 Director Nominees
10/10 Director Nominees
Exploration and Production Industry
We have sought directors with leadership experience in the E&P industry, including four individuals nominated or appointed since the 2016 annual meeting.
The nominees below all exhibit this skill or qualification:
Director Nominee Qualifications
10/10 Director Nominees
5/10 Director Nominees
6/10 Director Nominees
10/10 Director Nominees
3/10 Director Nominees
1/10 Director Nominees
6/10 Director Nominees
2/10 Director Nominees
10/10 Director Nominees
International
We have added directors with global business experience because Chesapeake’s long-term success depends, in part, on growing its businesses outside the United States.
The nominees below all exhibit this skill or qualification:
Director Nominee Qualifications
10/10 Director Nominees
5/10 Director Nominees
6/10 Director Nominees
10/10 Director Nominees
3/10 Director Nominees
1/10 Director Nominees
6/10 Director Nominees
2/10 Director Nominees
10/10 Director Nominees
Engineering
As a leading innovator in the E&P industry, we have sought directors with engineering, geoscience and technology backgrounds, including two directors appointed since the 2016 annual meeting, because our success depends on developing and investing in new technologies and ideas. Technology experience has become increasingly important as we intensify our focus on R&D and enhancing operational efficiencies.
The nominees below all exhibit this skill or qualification:
Director Nominee Qualifications
10/10 Director Nominees
5/10 Director Nominees
6/10 Director Nominees
10/10 Director Nominees
3/10 Director Nominees
1/10 Director Nominees
6/10 Director Nominees
2/10 Director Nominees
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Geoscience
As a leading innovator in the E&P industry, we have sought directors with engineering, geoscience and technology backgrounds, including two directors appointed since the 2016 annual meeting, because our success depends on developing and investing in new technologies and ideas. Technology experience has become increasingly important as we intensify our focus on R&D and enhancing operational efficiencies.
The nominees below all exhibit this skill or qualification:
Director Nominee Qualifications
10/10 Director Nominees
5/10 Director Nominees
6/10 Director Nominees
10/10 Director Nominees
3/10 Director Nominees
1/10 Director Nominees
6/10 Director Nominees
2/10 Director Nominees
10/10 Director Nominees
Financial Oversight and Accounting
Chesapeake uses a broad set of financial metrics to measure its performance, and accurate financial reporting and robust auditing are critical to our success. We have added a number of directors who qualify as audit committee financial experts, including two directors appointed since the 2016 annual meeting, and we expect all of our directors to have an understanding of finance and financial reporting processes.
The nominees below all exhibit this skill or qualification:
Director Nominee Qualifications
10/10 Director Nominees
5/10 Director Nominees
6/10 Director Nominees
10/10 Director Nominees
3/10 Director Nominees
1/10 Director Nominees
6/10 Director Nominees
2/10 Director Nominees
10/10 Director Nominees
Government/Legal
We have added directors with experience in dealing with governmental and regulatory organizations because Chesapeake’s business is heavily regulated and is directly affected by governmental actions.
The nominees below all exhibit this skill or qualification:
Director Nominee Qualifications
10/10 Director Nominees
5/10 Director Nominees
6/10 Director Nominees
10/10 Director Nominees
3/10 Director Nominees
1/10 Director Nominees
6/10 Director Nominees
2/10 Director Nominees
10/10 Director Nominees
Risk Management
In light of the Board’s role in overseeing risk management and understanding the most significant risks facing the Company, we seek directors with experience in risk management and oversight, including all six individuals nominated or appointed since the 2016 annual meeting.
The nominees below all exhibit this skill or qualification:
Director Nominee Qualifications
10/10 Director Nominees
5/10 Director Nominees
6/10 Director Nominees
10/10 Director Nominees
3/10 Director Nominees
1/10 Director Nominees
6/10 Director Nominees
2/10 Director Nominees
10/10 Director Nominees
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