Driving Accountability at All Levels
Rooted in Chesapeake’s core values and industry-best management practices, our strong governance programs provide clear guidelines to define ethical behavior at every level. This commitment to rigorous corporate governance drives accountability, starting with our Board of Directors.
Director Qualifications and Experience
Chesapeake’s Board is composed of experienced business and technical leaders who provide high-level oversight of company activities. Accountable to our shareholders, our directors share different viewpoints and backgrounds, contributing to better dialogue and decision-making and generating more successful outcomes.
| Wichterich | Dell’Osso | Duncan | Duster | Emerson | Gallagher | Steck | |
|---|---|---|---|---|---|---|---|
| Operational / Management Leadership | X | X | X | X | X | X | X |
| Current and / or Former Public Company CEO or Board Chair | X | X | X | X | X | X | |
| Strategic Planning / Risk Management | X | X | X | X | X | X | X |
| Exploration and Production Industry | X | X | X | X | X | X | X |
| Environment / Sustainability and Safety Management | X | X | X | X | |||
| International | X | X | X | X | X | ||
| Technology, Engineering and Geoscience | X | X | X | X | |||
| Financial Oversight and Accounting | X | X | X | X | X | X | |
| Government / Legal | X | X | |||||
| Cybersecurity Oversight | X | X | X | X |
5
directors are independent
100%
of Audit Committee members qualify as financial experts
54
average age
14%
of directors identify as women
14%
of directors identify as racially diverse
29%
of directors identify as diverse
Sustainability Oversight
The Board’s ESG Committee is dedicated to sustainability oversight and advising the Board-at-large on emerging ESG issues. This committee provides leadership and strategic counsel on all aspects of the company’s ESG-related performance, including employee health and safety, social governance, climate-related risks and opportunities, environmental performance and stakeholder engagement.
Accountability at All Levels
Tying Compensation to ESG and Performance
Our executive and employee compensation program not only attracts and retains top talent but is uncompromising in its performance demands. Program highlights include:
Long Term Incentive Program (LTIP):
- Paid entirely in equity, 75% of executive award value is linked to total shareholder returns
Annual Incentive Program (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 reducing base production declines
- Of the total amounts payable under the 2023 AIP, 20% were based on the attainment of certain companywide strategic leadership goals
- Failure to meet environmental and safety performance thresholds caps the AIP payout at target for all other metrics regardless of results
Setting and Upholding High Standards of Conduct
Each Chesapeake director, officer and employee, regardless of position, must abide by Chesapeake’s Code of Business Conduct (Code), which is structured around our core values. All new employees learn about the Code during their onboarding process.
Each year employees must acknowledge their understanding of the Code and related policies (including those ESG-related policies below) and the high standards expected of them. We encourage and expect employees to report conduct that may be unethical, illegal or in violation of the Code, and offer our Ethics and Integrity Helpline, an anonymous, third-party hotline and website, for confidential reporting.
Our Non-Retaliation Policy encourages employees to know their rights (and duty) to raise genuine concerns. Chesapeake does not retaliate against anyone who raises issues in good faith, cooperates with an investigation of a concern or refuses to carry out an instruction that would violate laws or our Code or our core values.
ESG-Related Policies and Positions
Although not exhaustive, the below list highlights those policies and position statements relevant to significant ESG-related topics. Policies and positions that are available to external audiences are linked here.
- Anti-Corruption Policy
- Antitrust Policy and Compliance Manual
- Biodiversity Stewardship Position
- Code of Business Conduct
- Conflict of Interest Policy
- Drug and Alcohol Policy
- Environmental Policy
- Equal Employment Opportunity Policy
- Gifts and Entertainment Policy
- Human Rights Policy
- Information Security Policy
- Insider Trading Policy
- Non-Retaliation Policy
- Protection of Chesapeake Assets Policy
- Safe and Compliant Operations Policy
- Social Media and External Communication Policy
- Supplier Code of Conduct
- Water Stewardship Position
- Zero Tolerance Anti-Harassment, Anti-Discrimination and No Violence in the Workplace Policy
