Item 10. Directors, Executive Officers and Corporate Governance

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Item 10. Directors, Executive Officers and Corporate Governance

Our Board of Directors

The Board is elected by the shareholders to oversee their interest in the long-term health and the overall success of our business and its financial strength. The Board serves as the ultimate decision-making body, except for those matters reserved to or shared with shareholders. The Board selects and oversees the members of senior management, who are charged by the Board with conducting our business.

The Chairman presides at all meetings of the Board, as well as executive sessions of non-employee directors, and, in consultation with non-employee directors, our CEO and management, establishes the agenda for each Board meeting. The Board has also delegated certain matters to its four committees, each of which is chaired by an independent director. The Board believes that this leadership structure provides an effective governance framework at this time.

Directors

Executive Officers

The names of executive officers of the Company and their ages, titles and biographies are incorporated by reference from Item 1 of Part I of the Original 10-K Filing.

Board of Director Criteria, Qualifications and Experience

The Board seeks a mix of directors with the qualities that will achieve the ultimate goal of a well-rounded, diverse Board. In accordance with its charter, the Nominating, Governance and Social Responsibility Committee (the “Nominating Committee”) seeks to include diverse candidates in all director searches, taking into account ethnicity, gender, age, cultural background, thought leadership and professional experience. The Nominating Committee and the Board believe that a boardroom with a wide array of talents and perspectives leads to innovation, critical thinking and enhanced discussion. The table below summarizes the qualifications that led to each director’s selection.

Director Qualifications



	Martin	Boyland	Corbett	Edmunds	Keating	Lawler	Miller	Ryan
Operational/Management Leadership	●	●	●	●	●	●	●	●
Current and/or Former Public Company CEO	●		●			●	●	●
Exploration and Production Industry			●	●		●	●
International	●	●	●	●	●	●	●	●
Engineering and Geoscience			●		●	●	●
Financial Oversight and Accounting	●		●	●		●	●	●
Government/Legal	●	●
Risk Management	●	●	●	●	●	●	●	●

The Nominating Committee considers all shareholder recommendations for director candidates, evaluating them in the same manner as candidates suggested by other directors or third-party search firms (which the Board retains from time to time, and has retained over the past year, to help identify potential candidates). The Board appointed four new directors since the 2016 annual meeting that were recommended by the Company’s search firm: Ms. Boyland, Mr. Corbett, Ms. Keating, and Mr. Edmunds. In addition, two new directors, Scott Gieselman and David Hayes, were appointed to the Board in 2019 pursuant to Chesapeake’s merger agreement with WildHorse Resource Development Corporation. Messrs. Gieselman and Hayes served as representatives of NGP Energy Capital Management until November 2019 when NGP made a pro rata distribution of its equity interest in Chesapeake to the respective partners of NGP’s investment funds.

To recommend a candidate for our Board, write to the Nominating Committee, c/o James R. Webb, Executive Vice President - General Counsel and Corporate Secretary, Chesapeake Energy Corporation, 6100 N. Western Avenue, Oklahoma City, OK 73118, and include all information that our bylaws require for director nominations.

Board Committees

A significant portion of the Board’s oversight responsibilities is carried out through its four standing committees, each of which is composed solely of independent non-employee directors.



COMMITTEE CHARTERS	Each committee has a charter that can be found on our website at www.chk.com/about/board-of-directors.
COMMITTEE COMPOSITION	Each committee member satisfies the NYSE’s and Chesapeake’s definitions of an “independent director,” and three of the four members of the Audit Committee are “audit committee financial experts” (as defined under SEC rules), in each case as determined by the Board.
COMMITTEE OPERATIONS	Each committee meets quarterly, and periodically as needed throughout the year, reports its actions and recommendations to the Board, receives reports from senior management, annually evaluates its performance and has the authority and funding to retain outside advisors. Committee chairs have the opportunity to call for executive sessions at each meeting.
COMMITTEE RESPONSIBILITIES	The primary responsibilities of each committee are listed below. For more detail, see the committee charters on our website.



AUDIT Chairman Thomas L. Ryan		FINANCE Chairman R. Brad Martin
Members: 5 // Independent: 5 // 2019 Meetings: 8 Audit Committee Financial Experts: 3		Members: 3 // Independent: 3 // 2019 Meetings: 4
Key Oversight Responsibilities		Key Oversight Responsibilities
● Independent auditor engagement ● Integrity of financial statements and financial disclosure ● Financial reporting and accounting standards ● Disclosure and internal controls ● Enterprise risk management program ● Compliance with legal and regulatory requirements ● Oversight of VP of Internal Audit, who reports directly to the Audit Committee ● Compliance and integrity programs ● Internal audit functions ● Employee/vendor anonymous hotline ● Cybersecurity ● Related party transactions		● 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
Members: Thomas L. Ryan†, Chairman Gloria R. Boyland Luke R. Corbett† Mark A. Edmunds† Leslie Starr Keating † Audit Committee Financial Export		Members: R. Brad Martin, Chairman Merrill A. (“Pete”) Miller, Jr. Thomas L. Ryan

COMPENSATION Chairman Merrill A. (“Pete”) Miller, Jr.		NOMINATING Chairman R. Brad Martin
Members: 4 // Independent: 4 // 2019 Meetings: 3		Members: 3 // Independent: 3 // 2019 Meetings: 4
Key Oversight Responsibilities		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		● Director recruitment and evaluation, with emphasis on diversity ● 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
Members: Merrill A. (“Pete”) Miller, Jr. Chairman Luke R. Corbett Mark A. Edmunds Leslie Starr Keating		Members: R. Brad Martin, Chairman Gloria R. Boyland Luke R. Corbett

Code of Business Conduct

The Board has adopted a Code of Business Conduct applicable to all directors, officers and employees of the Company, including our principal executive officer, principal financial officer and principal accounting officer. The Code is posted on the Company’s website at http://www.chk.com/responsibility/governance/compliance-and-ethics. Waivers of provisions of the Code as to any director or executive officer and amendments to the Code must be approved by the Audit Committee of the Board. We will post on our website required disclosure about any such waiver or amendment within four business days of such approval.

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