✝︎ 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.
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 2018
Key Oversight Responsibilities:
Oversight of compensation plans that attract, retain and motivate executive officers and employees
Implementation of executive compensation plan with
appropriate goals and objectives
CEO and senior executive performance evaluation
Incentive compensation programs, including 2014 Long Term Incentive Plan and Deferred Compensation Plan
Broad-based plans available to all employees, including 401(k) plan and health-benefit plans
Compensation of non-employee directors
Negotiation of executive employment agreements
Establishment and monitoring of compliance with stock ownership guidelines applicable to executive officers
and directors
* Mr. Dunham is scheduled to resign from the Board in May 2019 pursuant to the Company’s mandatory retirement age policy.
Oversee financial and liquidity
management strategies and policies, including asset sales, corporate budget, commodity
hedging, and analysis of opportunities to reduce debt and improve liquidity
Key Oversight Responsibilities:
Annual budget
Financing strategy and financial policies, including debt agreements, revolving line of credit and debt/equity offerings
Oversight of capital planning, liquidity and debt reduction
strategies, including asset sales, tender offers, equity
exchange offers, and open market and/or negotiated
repurchase transactions
Financial risk assessment program, including commodity price hedging and interest rate hedging policies,
procedures and transactions
Strategic transactions, including potential acquisitions
and divestitures
Oversee corporate governance
structure and practices, Board composition, health, safety and environmental initiatives, shareholder outreach, charitable donations
and corporate social responsibility matters
Key Oversight Responsibilities:
Director recruitment and evaluation, with emphasis on diversity (successful recruitment of four new directors, including two female directors, since November 2016 and two director nominees as part of the WildHorse acquisition)
Corporate governance principles, policies and procedures — evaluation, oversight and implementation
Size and sufficiency of Board and committees
Board committee structure and membership
Annual Board self-assessment and evaluation
Shareholder engagement program
Conflict of interest reviews
Corporate social responsibility, including annual corporate responsibility report
Political spending and lobbying
Charitable donations
HSER compliance policies and procedures
* 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:
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:
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:
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:
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:
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:
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:
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:
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: