Driving Accountability
at All Levels
Our commitment to leading a responsible energy future includes a rigorous corporate governance system that drives accountability at all levels. We encourage this accountability through systems designed to uphold high standards of conduct.
Following the successful completion of our financial restructuring in February 2021, our long-term, value-focused equity holders nominated a new Board of Directors.
In selecting a new Board, our shareholders focused on:
- Diverse experience and backgrounds
- Industry and business acumen (special emphasis on risk management, corporate strategy and ESG)
- Previous leadership experience and ability to advise senior management
- A shared commitment to drive excellence in all aspects of Chesapeake’s performance
Board of Directors Experience
Operational / Management Leadership
Current and/or Former Public Company CEO
Exploration and Production Industry
International
Engineering and Geoscience
Financial Oversight and Accounting
Government / Legal
Strategic Planning and Risk Management
Environment, Sustainability and Safety Management
Engineering and Geoscience
| Self-Identified Background | ||||
|---|---|---|---|---|
| GENDER DIVERSITY: | ||||
| Directors | ||||
| RACIAL / ETHNIC / NATIONALITY / OTHER FORMS OF DIVERSITY: | ||||
| African American / Black | ||||
| Alaskan Native / Native American | ||||
| Asian / South Asian | ||||
| Hispanic / Latinx | ||||
| Native Hawaiian/Pacific Islander | ||||
| White / Caucasian | ||||
| LGBTQ+ | ||||
| Directors Born Outside of the U.S. | ||||
| Did Not Disclose Demographics |
Enhancing Board-Level Oversight
Given the increasing importance of ESG excellence to Chesapeake’s future success, our new Board established an Environment and Social Governance Committee dedicated to sustainability strategy and oversight. The committee provides leadership and strategic counsel on all aspects of the company’s ESG-related performance, including environmental and climate-related matters, employee and supplier diversity and effective engagement with key stakeholders.
As ESG management is multidisciplinary, all Board committees take an active role in the direction and implementation of ESG strategy and initiatives.
Board Committees
The Board has four standing committees. Committee charters were re-established in March 2021 to better articulate their respective purposes, responsibilities and obligations to stakeholders.
It’s the ESG committee’s responsibility to advise the Board-at-large on emerging ESG-related matters. The Board-at-large regularly considers critical ESG topics such as employee health and safety, social governance, climate-related risks and opportunities, and environmental performance.
Employee-Led ESG Committees
To support the Board’s ESG strategy, Chesapeake established two employee committees responsible for the execution of ESG programs and procedures.
ESG Advisory Board
The ESG Advisory Board is made up of senior leaders across a diverse spectrum of the company who provide management-level leadership and oversight of the company’s ESG performance and validate the company’s ESG disclosures. To help ensure active engagement and collaboration, the Advisory Board meets at least quarterly.
ESG Advisory Council
Composed of subject matter experts across multiple disciplines, the ESG Council implements the company’s ESG strategy while serving as stewards and champions of ESG-related initiatives and programs. The Council meets weekly and regularly updates the Advisory Board of the progress and challenges associated with our ESG efforts.
Engaging with Our Board
The Board invites institutional investors to meet periodically with our independent directors. This complements our management team’s investor outreach program and allows directors to directly solicit and receive investors’ views on Chesapeake’s strategy and performance.
The Board takes the feedback of our stakeholders seriously, as evidenced by our Climate-Related Risk Analysis, which we first published in 2018 as a result of stakeholder feedback. We continue to enhance this disclosure for greater shareholder transparency.
Our Director Access Line (866-291-3401) allows our shareholders and other interested parties to leave messages for individual directors or our entire Board. Shareholders may also email or send written communications. All forms of contact are promptly reviewed and forwarded to the appropriate contact at the Board level or within the company.
Executive Compensation
Executive compensation is a foundational component to our commitment to leading a responsible energy future, which is why in October 2021, we announced comprehensive changes to refocus our compensation program on performance metrics that are most crucial for our shareholders. Highlights include:
- Long Term Incentive Program (LTIP) will be paid entirely in equity; 75% of the award value is linked to total shareholder returns.
- Annual Incentive Plan (AIP) aligns payout with the value drivers and discipline our shareholders value including environmental and safety excellence, delivering free cash flow, lowering per unit operating costs, enhancing capital efficiency and improving base production.
- Commitment to Environmental and Safety Performance means that the failure to meet environmental and safety performance thresholds caps the AIP payout at target for all other metrics regardless of results.
The changes in this program are designed to deliver what we believe the market has long wanted from our industry — namely, a compensation program that not only attracts and retains top talent but is uncompromising in its performance demands that directly drive shareholder value. The program further demonstrates Chesapeake’s commitment to delivering ESG excellence by directly limiting payout, regardless of performance in other areas, should the company fail to meet critical environmental and safety metrics, including total recordable incident rate, net spill intensity rate and GHG intensity.
Brian Steck, Director and Compensation Committee Chair, discusses Chesapeake’s refreshed executive compensation approach which is designed to align both pay and performance, and the interests of our management team and shareholders.
