Item 11. Executive Compensation

General

We are currently a “smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, which permits us to provide scaled disclosure with respect to certain items, including our executive compensation. We are providing the reduced executive compensation disclosure permitted for smaller reporting companies with the following exceptions:

•			we have elected to define and provide compensation information with respect to our “named executive officers” as our principal executive officer, principal financial officer, and next three (3) most highly compensated executive officers rather than merely our principal executive officer and next two (2) most highly compensated executive officers;
•			we have elected to disclose compensation for our named executive officers for the last three (3) completed fiscal years rather than the last two (2) completed fiscal years; and
•			we have elected to provide disclosure with respect to our CEO Pay Ratio consistent with Item 402(u) of Regulation S-K.

Named Executive Officers

Our named executive officers (“NEOs”) for 2020 are:

•			Robert D. (“Doug”) Lawler* President and Chief Executive Officer, or CEO
•			Domenic J. (“Nick”) Dell'Osso, Jr. Executive Vice President and Chief Financial Officer, or CFO
•			Frank J. Patterson Executive Vice President – Exploration and Production
•			James R. Webb Executive Vice President – General Counsel and Corporate Secretary
•			William M. Buergler Senior Vice President and Chief Accounting Officer
			*			Mr. Lawler ceased to be employed by the Company as President and Chief Executive Officer on April 30, 2021, and Michael Wichterich was appointed Interim CEO on April 30, 2021.

Base Salary

Base salaries for our NEOs remained at 2019 levels.

2020 Incentive Compensation Program

In April and May 2020, the Board of Directors in place prior to the effective date of the Plan of Reorganization (the “Pre-Emergence Board”) led a comprehensive review of our incentive compensation programs for our entire workforce, including those for our NEOs, in light of the unprecedented market volatility and historical decline in commodity prices that was occurring at the time. As a result of the review, on May 5, 2020, the Pre-Emergence Board significantly revised our incentive compensation programs for 2020, including those for our NEOs. The revised NEO incentive compensation program (the “Incentive Program”) provided for each NEO to be prepaid an incentive bonus May 8, 2020 subject to an obligation to refund up to 100% of the compensation (on an after-tax basis) if certain conditions were not satisfied. The amounts payable under the Incentive Program relative to 2019 target variable compensation (i.e., 2019 Annual Incentive Program target value and 2019 Long-Term Incentive Program aggregate grant date target value) represented a reduction by the following amount for our four highest paid NEOs: 34% for Mr. Lawler, 34% for Mr. Dell’Osso, 33% for Mr. Patterson and 28% for Mr. Webb. The target variable compensation remained the same as 2019 for Mr. Buergler. As a condition to participating in the Incentive Program, the NEOs waived: (i) participation in the Company’s 2020 annual bonus plan; and (ii) their right to all equity compensation awards with respect to 2020. In addition, all outstanding equity compensation awards of our NEOs were cancelled.

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Incentive bonuses paid under the Incentive Program were subject to vesting as follows:

•			50% vested and was earned on the basis of each NEO’s continued employment with the Company through February 9, 2021, the effective date of the Plan of Reorganization (defined below); and
•			50% vested and was earned based on continued employment with the Company and the achievement of the following performance metrics during 2020: (i) securing debtor-in-possession financing, (ii) obtaining a commitment for certain amounts exit facility financing prior to the effective date of the Plan of Reorganization, (iii) reducing 2020 drilling and completion capital expenditures, (iv) achieving certain levels of lease operating expense per barrel oil equivalent, (v) achieving certain levels of general and administrative expense per barrel oil equivalent; and (vi) achieving certain methane intensity rates (as measured by carbon dioxide equivalent emissions per barrel oil equivalent).

2021 Compensation and Long Term Incentive Plan

Pursuant to the Plan of Reorganization, the 2021 Long Term Incentive Plan (the “LTIP”) was adopted on February 9, 2021. The LTIP, which was negotiated with the Company’s creditors prior to the effective date of the Plan of Reorganization, reserved 6,800,000 shares of the Company’s common stock for issuance under the LTIP. The current Board is continuing to evaluate a new compensation program for the NEOs in 2021, which is expected to include grants of awards under the LTIP.

Executive Compensation Tables

Summary Compensation Table for 2020

Name and Principal Position			Year			Salary ($)			Bonus ($)****(a)			Stock Awards ($)****(b)			2013 Pension Makeup Restricted Stock Award ($)****(c)			Option Awards ($)****(d)			Non-Equity Incentive Plan Compensation ($)****(e)			All Other Compensation ($)****(f)			Total ($)
Robert D. (“Doug”) Lawler(g) President and Chief Executive Officer			2020 2019 2018			1,345,500 1,335,000 1,300,000			— — 1,250,000			300,000 9,690,002 10,200,002			— — 5,000,004			— 1,810,000 1,800,000			8,940,513 1,917,338 2,620,850			34,142 639,769 574,571			10,620,155 15,392,109 22,745,427
Domenic J. (“Nick”) Dell’Osso, Jr. Executive Vice President and Chief Financial Officer			2020 2019 2018			750,376 744,520 725,001			— — 1,000,000			300,000 3,500,002 3,200,006			— — —			— — 1,100,002			2,922,273 891,070 1,218,023			23,040 320,529 298,955			3,995,689 5,456,121 7,541,987
Frank J. Patterson Executive Vice President – Exploration and Production			2020 2019 2018			683,100 677,769 660,000			— — 750,000			300,000 3,400,003 2,950,006			— — —			— — 1,100,002			2,850,794 811,181 1,108,821			49,364 254,875 198,410			3,883,258 5,143,828 6,767,239
James R. Webb Executive Vice President – General Counsel Corporate Secretary			2020 2019 2018			646,875 641,827 625,000			— — 750,000			300,000 3,000,003 2,750,004			— — —			— — 1,000,001			2,727,305 768,164 1,050,020			35,592 284,725 259,298			3,709,772 4,694,719 6,434,323
William M. Buergler Senior Vice President and Chief Accounting Officer			2020 2019 2018			434,700 431,307 —			— — —			300,000 1,200,005 —			— — —			— — —			1,547,760 330,372 —			22,951 153,802 —			2,305,411 2,115,486 —

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(a)			These amounts represent the Cash Retention Award paid on August 10, 2018, which contained a repayment requirement that lapsed with respect to 20% of the award on each of the first five anniversaries of the payment date, such that no portion of the award was subject to the repayment requirement on and following the fifth anniversary of the payment date. The repayment requirements for the remaining 40% of the award were waived by the Pre-Emergence Board on May 5, 2020 as part of the establishment of the Incentive Program.
(b)			These amounts represent the aggregate grant date fair value of restricted stock units (“RSUs”) and performance share units (“PSUs”) awards, determined in accordance with generally accepted accounting principles, excluding the effect of estimated forfeitures during the applicable vesting periods. The value ultimately realized by the executive upon the actual vesting of the awards may have been more or less than the grant date fair value. Award values are based on the closing price of the Company's common stock on the grant date (or the most previous business day if the grant date is on a weekend or holiday). The 2020 award values consist of RSUs granted to NEOs. All outstanding awards were cancelled for no consideration with the establishment of the Incentive Program. The assumptions used by the Company in calculating the amounts related to RSUs restricted stock awards (“RSAs”), and PSUs are incorporated by reference to Note 12 of the consolidated financial statements included in the Company’s Original 10-K Filing.
(c)			The amount in this column reflects the grant date fair value of an RSA inducement granted to Mr. Lawler pursuant to his 2013 employment agreement. In June 2018, pursuant to Mr. Lawler's 2013 employment agreement, the Company issued to Mr. Lawler restricted stock with a grant date fair value of $5,000,004 on the fifth anniversary of Mr. Lawler's employment with the Company. This restricted stock award of 1,077,587 shares was issued on June 17, 2018 to Mr. Lawler and was scheduled to vest in equal installments on the third, fourth and fifth anniversaries of the grant date. The obligation to issue this award from Mr. Lawler's 2013 employment agreement was in recognition of forfeited pension benefits from Mr. Lawler's prior employer. The assumptions used by the Company in calculating this amount is incorporated by reference to Note 11 of the consolidated financial statements included in the Original 10-K Filing. All outstanding awards were cancelled for no consideration with the establishment of the Incentive Program.
(d)			These amounts represent the aggregate grant date fair value of stock option awards, determined in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures during the applicable vesting periods. The value ultimately realized by the executive upon the actual vesting off the awards may be more or less than the grant date fair value. The assumptions used by the Company in calculating the amounts related to stock options are incorporated by reference to Note 12 of the consolidated financial statements included in the Original 10-K Filing. All outstanding stock options held by our NEOs were cancelled for no consideration with the establishment of the Incentive Program on May 5, 2020.
(e)			The 2020 amounts in this column represent Incentive Program awards paid in 2020 described under the caption 2020 Incentive Compensation Program beginning on page 12.
(f)			See the All Other Compensation Table below for additional Information.
(g)			Mr. Lawler ceased to be employed by the Company as President and Chief Executive Officer on April 30, 2021, and Michael Wichterich was appointed Interim CEO on April 30, 2021.

All Other Compensation Table

Name			Year			Company Matching Contributions to Retirement Plans ($)****(a)			Other Perquisites and Benefits ($)****(b)			Total ($)
Robert D. (“Doug”) Lawler			2020 2019 2018			26,000 618,378 553,243			8,142 21,391 21,328			34,142 639,769 574,571
Domenic J. (“Nick”) Dell’Osso Jr.			2020 2019 2018			19,500 313,381 282,355			3,540 7,148 16,600			23,040 320,529 298,955
Frank J. Patterson			2020 2019 2018			26,000 237,547 184,633			23,364 17,328 13,777			49,364 254,875 198,410
James R. Webb			2020 2019 2018			26,000 278,777 251,961			9,592 5,948 7,337			35,592 284,725 259,298
William M. Buergler			2020 2019 2018			19,500 151,021 —			3,451 2,781 —			22,951 153,802 —

(a)			This column represents the matching contributions made by the Company for the benefit of the NEOs under the Company’s 401(k) plan and nonqualified deferred compensation plan in 2018 and 2019 and the Company's 401(k) plan in 2020.
(b)			This column represents the value of other benefits provided to the NEOs in 2020 and includes amounts for supplemental life insurance premiums and financial advisory services. The Company does not permit personal use of corporate aircraft by our executive officers. Although families and invited guests are occasionally permitted to accompany executive officers and directors on business flights, no additional compensation is included in the table because the aggregate incremental cost to the Company is de minimis. The NEOs also receive benefits for which there is no incremental cost to the Company, such as tickets to certain sporting events.

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Narrative Disclosure to Summary Compensation Table

Employment Agreements

We maintain employment agreements with the NEOs. These employment agreements were in effect prior to the Bankruptcy Filing (as defined below) and remained in effect following the effective date of the Plan of Reorganization, except as described below under “Change of Control.”

Robert D. (“Doug”) Lawler

Mr. Lawler ceased to be employed by the Company as President and Chief Executive Officer on April 30, 2021. The Company’s employment agreement with Mr. Lawler was effective on June 17, 2013. Effective December 31, 2018, Mr. Lawler’s employment agreement was amended to add a new term to his existing agreement beginning on December 31, 2018 and ending on December 31, 2021, with automatic renewals for successive one-year terms unless either party gives notice of nonrenewal. The amended agreement provides, among other things, for: (i) an initial annual base salary of $1.3 million, which will be reviewed annually and which may be increased at the discretion of the Compensation Committee; (ii) eligibility for annual incentive program payments payable at achievement of target and maximum levels of 150% and 300%, respectively; (iii) annual grants of equity-based incentive awards under the Company’s equity compensation plans; and (iv) health and other benefits similar to other executive officers. In addition, in recognition of equity awards with Mr. Lawler’s previous employer that were forfeited upon his accepting employment with the Company, Mr. Lawler received an award of restricted stock with an aggregate grant date fair value of $2.5 million vesting in equal installments on the second, third and fourth anniversaries of the grant date, referred to as the Equity Makeup Restricted Stock. In recognition of forfeited pension benefits, the Company also granted Mr. Lawler the Pension Makeup Restricted Stock with an aggregate grant date fair value of $5.0 million vesting in equal installments on the third, fourth and fifth anniversaries of June 17, 2018.

Other Named Executive Officers

Domenic J. (“Nick”) Dell’Osso, Jr., Frank J. Patterson, James R. Webb and William M. Buergler

Effective January 1, 2019, the Company entered into new three-year employment agreements with Messrs. Dell’Osso, Patterson, Webb and Buergler. The employment agreements provide, among other things, for: (i) minimum 2019 annual base salaries of $725,000, $660,000, $625,000 and 420,000, respectively, for Messrs. Dell’Osso, Patterson, Webb and Buergler; (ii) eligibility for annual incentive compensation for each fiscal year during the term of the agreement under the Company’s then current annual incentive program; (iii) eligibility for equity awards under the Company’s stock compensation plans; and (iv) health and other benefits.

Outstanding Equity Awards at Fiscal Year End 2020

All outstanding equity compensation awards held by our named executive officers were cancelled on May 5, 2020 in connection with the establishment of the Incentive Program. See the description under the caption “2020 Incentive Compensation Program.”

Post-Employment Compensation

As described further below, our NEOs will receive specified payments in the event of a termination without cause or resignation for good reason, change of control, or retirement. We do not provide cash payments in the case of change of control (without accompanying termination), disability or death. The termination arrangements with respect to our NEOs are contained in their respective employment agreements.

Termination Without Cause or for Good Reason

The Company may terminate its employment agreements with its NEOs at any time without cause or the executive may terminate his agreement for good reason; however, upon such termination, the NEOs are entitled to continue to receive the following pursuant to their employment agreements:

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Robert D. (“Doug”) Lawler

If Mr. Lawler was terminated without cause or terminated his employment for good reason outside of a change-of-control period, his employment agreement provided for: (i) a lump sum payment equal to 1.75 times his base salary and annual bonus; (ii) pro rata vesting of any unvested equity-based compensation (provided performance share units were only payable subject to the attainment of the performance measures for the applicable performance period as provided under the terms of the applicable award agreement), and (iii) payment of accrued but unused paid time off.

For purposes of Mr. Lawler’s agreement, “cause” was defined in relevant part as: (i) willful and continued failure to perform his duties following written demand; (ii) willfully engaging in illegal conduct or gross misconduct that is injurious to the Company; or (iii) a material breach of any of the representations in his employment agreement. Mr. Lawler’s resignation for “good reason” was defined as (i) the elimination of his position or a material reduction in duties, title or authority, including the reassignment to a position other than CEO or a reduction in duties materially inconsistent with a CEO; (ii) the failure to be nominated for reelection to the Board; (iii) a 5% reduction in base salary or target or maximum annual bonus opportunity; (iv) the Company’s material breach of his employment agreement or any other agreement with Mr. Lawler; or (v) the requirement to relocate more than 50 miles from the Company’s principal executive office.

Other Named Executive Officers

If Messrs. Dell’Osso, Patterson, Webb or Buergler is terminated without cause or terminates his employment for good reason outside of a change-of-control period, he will receive: (i) a lump sum severance payment equal to one times base salary and annual bonus; (ii) pro rata vesting of any unvested equity-based compensation (provided performance share units will only be payable subject to the attainment of the performance measures for the applicable performance period as provided under the terms of the applicable award agreement), (iii) a lump sum payment of accrued but unused paid time off; and (iv) a lump sum payment equal to his monthly COBRA premiums for a 12-month period.

For purposes of the agreements of the other NEOs, “cause” is defined in relevant part as: (i) the willful and continued failure of the executive to perform his duties following written demand, or (ii) the executive’s willfully engaging in illegal conduct or gross misconduct that is injurious to the Company. Resignation for “good reason” is defined as: (i) the elimination of the executive’s position or a material reduction in duties and/or reassignment to a position of less authority, or (ii) a material reduction in the executive’s base salary.

For all NEOs, the annual bonus compensation applicable to the severance payment is the average of the annual bonus payments the executive received during the immediately preceding three calendar years unless the executive has been employed by the Company or held the position stated in the agreement for less than 15 months prior to the date of termination, in which case the annual bonus is the greater of the executive’s target bonus for the year in which the date of termination occurs or the average annual bonus payments the executive has received during the immediately preceding three calendar years.

Change of Control

On June 28, 2020, the Company and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code (the “Bankruptcy Filing”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). On January 16, 2021, the Bankruptcy Court entered an order confirming the Fifth Amended Joint Chapter 11 Plan of Reorganization of Chesapeake Energy Corporation and Its Debtor Affiliates (the “Plan of Reorganization”).

Pursuant to their respective employment agreements, upon termination during a change of control period following a change of control, each current NEO is entitled to payments and benefits described below. In order for the Company to assume each NEO’s employment agreement upon the effective date of the Plan of Reorganization as required by the Plan of Reorganization, each NEO has entered into a waiver agreement pursuant to which he waived any rights to the acceleration or enhancement of payments (including severance payments), vesting, benefits or other rights under the executive officer’s employment agreement upon a termination of employment by the Company without “cause” or resignation by the executive officer for “good reason” within the 24-month period following a change of control resulting from the transactions contemplated by the Plan of Reorganization.

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A Change of Control in the employment agreement is defined as:

(1) a person acquiring beneficial ownership of 30% or more of the Company’s outstanding common stock or the voting power of the Company’s existing voting securities unless one of the circumstances described in clause 3(i), (ii) and (iii) below exists, or other than an acquisition by the Company or a Company employee benefit plan or any redemption, share acquisition or other purchase directly or indirectly by the Company;

(2) during any period of not more than 24 months, the members of the Incumbent Board no longer constitute the majority of the Board (the directors as of the beginning of the period and directors later nominated or elected by a majority of such directors are referred to as the Incumbent Board);

(3) the consummation of a business combination such as a reorganization, merger, consolidation or sale of all or substantially all of the Company’s assets unless following such business combination: (i) all or substantially all of the persons who beneficially owned the Company’s common stock and voting securities immediately prior to the business combination beneficially own more than 60% of such securities of the corporation resulting from the business combination in substantially the same proportions; (ii) no person beneficially owns 30% or more of such securities of the corporation resulting from the business combination unless such ownership existed prior to the business combination; and (iii) a majority of the members of the board of directors of the corporation resulting from the business combination were members of the Incumbent Board at the time of the execution or approval of the business combination agreement; or

(4) the approval by the shareholders of a complete liquidation or dissolution of the Company.

Robert D. (“Doug”) Lawler

If Mr. Lawler was terminated without cause or terminated his employment for good reason during a change of control period, which was defined as a 24-month period commencing on the effective date of a change of control, his employment agreement provided for: (i) a lump sum payment equal to 2.75 times his base salary and annual bonus; (ii) immediate vesting of any unvested equity-based compensation (and unvested performance share units would have been deemed to have achieved a level of performance that is the greater of target or actual performance on the date of the change of control); and (iii) payment of accrued but unused paid time off.

Other Named Executive Officers

If Messrs. Dell’Osso, Patterson, Webb or Buergler is terminated without cause or terminates his employment for good reason during a 24-month period commencing on the effective date of a change of control, he will receive: (i) a lump sum payment equal to two times the sum of base salary and annual bonus, calculated in the manner provided above for termination without cause; (ii) immediate vesting of any unvested equity-based compensation other than the PSU Incentive Awards (provided performance share units will only be payable subject to the attainment of the performance measures for the applicable performance period as provided under the terms of the applicable award agreement); (iii) payment of accrued but unused paid time off; and (iv) a lump sum payment equal to his monthly COBRA premiums for a 12-month period.

In addition to the definitions provided above for “cause” and “good reason,” during a change-of-control period, a requirement that the executive relocate outside of a 50-mile radius from his principal base of operation also constitutes “good reason.”

We recognize the other NEOs may not be retained by a successor in the event of a change of control. Therefore, we provide such officers these severance payments to motivate the NEOs to continue to work for the Company, even if they perceive that a change of control is imminent. This protection helps prevent the potential loss of key personnel at a time when retaining such employees could have a critical impact on the successful execution of a change-of-control transaction for the benefit of the shareholders.

Retirement

Robert D. (“Doug”) Lawler

If Mr. Lawler had retired after the attainment of age 55, he would have been eligible for continued post-retirement vesting of any unvested equity-based compensation that remained unvested at the time of retirement (provided

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performance share units were only payable subject to the attainment of the performance measures for the applicable performance period), in addition to any other benefits to which he may have been entitled pursuant to his employment agreement. Actual amounts vested would have been in accordance with a retirement matrix that applies a percentage based on age and years of service. Currently Mr. Lawler did not have any outstanding equity awards due to the cancellation of all equity awards effective May 5, 2020.

Other Named Executive Officers

Upon retirement after the attainment of age 55, Messrs. Dell’Osso, Patterson, Webb and Buergler will be eligible for continued post-retirement vesting of any unvested awards granted under the equity compensation plans (provided performance share units will only be payable subject to the attainment of the performance measures for the applicable performance period). NEOs who are terminated without cause after the age of 55 will be eligible for such continued vesting in addition to termination without cause benefits described above. Actual amounts vested will be in accordance with a retirement matrix that applies a percentage based on age and years of service. Currently Messrs. Dell’Osso, Patterson, Webb and Buergler do not have any outstanding equity awards due to the cancellation of all equity awards effective May 5, 2020.

Death or Disability

Pursuant to their respective employment agreements, if a NEO becomes disabled, as determined by the Company’s Board, and is unable to perform the duties set out in his employment agreement for a period of 12 consecutive weeks (four consecutive months for Mr. Lawler), the Board can terminate his services. If such a termination occurs, the NEOs are entitled to receive the following:

Robert D. (“Doug”) Lawler

If Mr. Lawler’s employment had been terminated due to death or disability, Mr. Lawler’s employment agreement provided that Mr. Lawler, or his estate, would have received: (i) immediate vesting of any unvested awards granted to Mr. Lawler under the equity compensation plans (provided performance share units were only payable subject to the attainment of the performance measures for the applicable performance period); and (ii) payment of accrued but unused paid time off.

Other Named Executive Officers

Upon termination as a result of death or disability, each current NEO, other than the CEO, or such executive’s estate, shall receive: (i) immediate vesting of all unvested long-term incentive compensation (provided performance share units will only be payable subject to the attainment of the performance measures for the applicable performance period); and (ii) payment of accrued but unused paid time off.

Payment Conditions

The right to severance compensation is subject to the NEOs' execution of a severance agreement that operates as a release of all legally waivable claims against the Company. The NEOs’ employment agreements also provide for a one-year non-solicitation period after termination of employment with respect to employees, contractors, customers, vendors and subcontractors.

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Termination and Change of Control Tables

The following table summarizes the compensation and other benefits that would have become payable to each NEO assuming such NEO was terminated either (i) by the Company without cause or by the NEO for good reason, including following a change in control of the Company or (ii) as a result of his death or disability, in each case, on December 31, 2020.

Termination without Cause/Good Reason Termination ($)****(a)									Change of Control ($)****(b)						Termination by Executive/ Retirement ($)			Death or Disability of Executive ($)****(c)
Robert D. (“Doug”) Lawler
Cash Severance			6,299,789						9,899,668						—			—
Accrued Paid Time Off			258,750						258,750						—			258,750
TOTAL			6,558,539			(d)			10,158,418						—			258,750
Domenic J. (“Nick”) Dell'Osso, Jr.
Cash Severance			1,798,083						3,596,166						—			—
Accrued Paid Time Off			86,582						86,582						—			86,582
COBRA			16,751						16,751						—			—
TOTAL			1,901,416						3,699,499						—			86,582
Frank J. Patterson
Cash Severance			1,636,876						3,273,752						—			—
Accrued Paid Time Off			131,365						131,365						—			131,365
COBRA			11,133						11,133						—			—
TOTAL			1,779,374						3,416,250						—			131,365
James R. Webb
Cash Severance			1,550,072						3,100,143						—			—
Accrued Paid Time Off			121,600						121,600						—			121,600
COBRA			16,751						16,751						—			—
TOTAL			1,688,423						3,238,494						—			121,600
William M. Buergler
Cash Severance			823,165						1,646,330						—			—
Accrued Paid Time Off			20,690						20,690						—			20,690
COBRA			16,751						16,751						—			—
TOTAL			860,606						1,683,771						—			20,690

(a)			Includes: (i) 1 times (1.75 times in the case of Mr. Lawler) the sum of base salary and annual bonus; (ii) pro rata vesting of any unvested equity awards; and (iii) COBRA lump sum for 12 month period (excluding Mr. Lawler).
(b)			Assumes change of control followed by termination of executive without cause or good reason termination. Includes: (i) 2 times (2.75 times in the case of Mr. Lawler) the sum of base salary and annual bonus; (ii) accelerated vesting of any unvested equity awards; (iii) any accrued but unused paid time off; and (iv) COBRA lump sum for 12 month period (excluding Mr. Lawler).
(c)			Includes: (i) accelerated vesting of unvested equity awards; and (ii) accrued but unused paid time off.
(d)			The actual amount of the total severance payable to Mr. Lawler as a result of his termination of April 30, 2021 is $6,420,032.50.

CEO Pay Ratio

Consistent with Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing disclosure regarding the total compensation of the CEO to the total compensation of our median employee. We identified our median employee from all full-time and part-time workers who were included as employees on our payroll records as of December 31, 2020 (the date used to identify the median employee), based on base salary, using a reasonable estimate of hours worked and overtime actually paid during 2020 for hourly employees, bonuses earned for 2020 performance, the grant date value of equity granted in 2020, and 401(k) matching contributions during 2020.

The 2020 annual total compensation as determined under Item 402 of Regulation S-K for our CEO was $10,620,155, as reported in the Summary Compensation Table of this Form 10-K/A. The 2020 annual total compensation as determined under Item 402 of Regulation S-K and described above for our median employee was $131,211. The ratio of our CEO’s annual total compensation to our median employee’s annual total compensation for fiscal year 2020 was approximately 81 to 1.

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The CEO Pay Ratio above represents our reasonable estimate calculated in a manner consistent with SEC rules and applicable guidance. SEC rules and guidance provide significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, shareholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow shareholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures.

Neither the Compensation Committee nor our management team used our CEO Pay Ratio measure in making compensation decisions.

2020 Director Compensation

Fiscal Year 2020 Director Compensation – Former Non-Employee Directors

The Compensation Committee reviews pay levels for non-employee directors each year with assistance from its independent compensation consultant, who prepares a comprehensive assessment of our non-employee director compensation program. Due to the Company’s bankruptcy and resulting restructuring of its debt and equity capitalization, members of the then-serving Compensation Committee eliminated the use of equity-based compensation in fiscal year 2020 in favor of the following cash retainers, paid quarterly in advance:

•			$400,000 to each non-employee director;
•			$250,000 to the Board Chair;
•			$25,000 to the Audit Committee Chair; and
•			$15,000 each to the Chairs of the Compensation, Finance and Nominating, Governance and Social Responsibility Committees.

This compensation arrangement continued through February 9, 2021, when the Company emerged from bankruptcy and the former directors resigned their positions.

2020 Director Compensation Table. The following table provides information concerning the compensation of our former non-employee directors for the fiscal year ended December 31, 2020.

Name						Fees Earned or Paid in Cash ($)****(a)			Stock Awards ($)			Option Awards ($)			All Other Compensation ($)			Total ($)
Gloria R. Boyland						400,000			—			—			—			400,000
Luke Corbett						400,000			—			—			—			400,000
Mark A. Edmunds						400,000			—			—			—			400,000
Leslie S. Keating						400,000			—			—			—			400,000
R. Brad Martin former Board Chair						680,000			—			—			—			680,000
Merrill A. (“Pete”) Miller, Jr.						415,000			—			—			—			415,000
Thomas L. Ryan						425,000			—			—			—			425,000
(a)			The Company did not grant any restricted stock units or stock options to non-employee directors in 2020 and none of the non-employee directors held any outstanding equity awards as of December 31, 2020.

Current Non-Employee Director Compensation

Upon the Company’s emergence from bankruptcy on February 9, 2021, the members of the newly appointed Compensation Committee adopted the following compensation program for non-employee directors for fiscal year 2021:

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•			Annual Cash Retainers, pro-rated for the potion of the year served (February 9 – December 31) and payable quarterly in arrears, as follows:
			>			$80,000 to each non-employee member of the Board;
			>			$25,000† to the Chair of the Audit Committee;
			>			$20,000† to the Chair of the Compensation Committee;
			>			$15,000† to the Chair of the Environmental and Social Governance (“ESG”) Committee and the Chair of the Nominating and Corporate Governance (“NCG”) Committee;
			>			$10,000† to each non-Chair member of the Audit Committee; and
			>			$5,000† to each non-Chair member of the Compensation, ESG and NCG Committees.
						†			Each non-employee director may elect to take any Committee Chair and/or member retainer in the form of an award of restricted stock units, each to be granted under the Company’s 2021 Long Term Incentive Plan. Several current non-employee directors elected to receive restricted stock units in lieu of cash payment of these retainers.
•			An award of restricted stock units valued at:
			>			$300,000 to each non-employee member of the Board; and
			>			$226,507 to the non-executive Board Chair (in addition to the $300,000 award).

The 2021 restricted stock units were granted under the Company’s 2021 Long Term Incentive Plan and will vest on the earlier of (i) May 20, 2022 and (ii) the date of the 2022 annual shareholder meeting, subject to the non-employee director’s continued service to the Company through such date. If the non-employee director ceases to provide services to the Company (a) following a change of control or due to the non-employee director’s death or disability, the restricted stock units will immediately vest or (b) for any other reason, the non-employee director will vest in a pro-rata portion of the restricted stock units based on the number of days the non-employee director provided services to the Company during the 466-day period beginning on February 9, 2021 and ending May 20, 2022, the anticipated date of the 2022 annual shareholder meeting.

Beginning in 2022, the value of the annual equity awards will be reduced as follows, with the following restricted stock unit awards granted to all non-employee directors who are elected at that year’s annual meeting of shareholders as compensation for the one-year period ending on the date of the following year’s annual shareholder meeting:

			>			$200,000 to each non-employee member of the Board; and
			>			$150,000 to the non-executive Board Chair (in addition to the $200,000 award).

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