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On June 10, 2021, the Board of Directors (the “Board”) of Chesapeake Energy Corporation (the “Company”) announced that they have reached mutual agreements with Frank J. Patterson, the Company’s Executive Vice President of Exploration and Production, James R. Webb, the Company’s Executive Vice President - General Counsel and Corporate Secretary, and William M. Buergler, Senior Vice President and Chief Accounting Officer, will no longer serve in their respective positions, effective for Messrs. Patterson, Webb and Buergler to depart the Company on June 11, 2021. The Board treated each of the departures of Messrs.

Chief Executive Officer Separation On April 27, 2021, the Board of Directors (the “Board”) of Chesapeake Energy Corporation (the “Company”) and Robert D. Lawler reached an agreement that Mr. Lawler will no longer serve in his position as President and Chief Executive Officer of the Company and as a director on the Board. The Board treated Mr. Lawler’s departure from the Company as a termination without “cause” pursuant to his employment agreement, dated as of May 20, 2013, as amended on June 16, 2016 and December 31, 2018 by and between the Company and Mr. Lawler, and the Company entered into that certain Severance Agreement, dated April 26, 2021, by and between the Company and Mr. Lawler (the “Severance Agreement”). Under the Severance Agreement, Mr.

Director or officer change (Item 5.02). Open the filing for details.

Led by the Board of Directors of Chesapeake Energy Corporation (the “Company”), the Company has conducted a comprehensive review of its compensation program for its entire workforce to determine whether it continues to effectively incentivize and retain its employees in light of the unprecedented market volatility and historic decline in commodity prices. As a result of this review, the Company and its Board of Directors (the “Board”) have modified the Company’s compensation program effective as of May 5, 2020. Under the revised program, our four highest paid named executive officers have each agreed to the following reductions in their target variable compensation relative to their 2019 target variable compensation (i.e., 2019 Annual Incentive Program target value and 2019 Long-Term Incentive Program aggregate grant date target value): 34% for Robert D.

On January 29, 2020, the Board of Directors of Chesapeake Energy Corporation approved the termination, effective as of that date, of: (i) the Chesapeake Energy Corporation Deferred Compensation Plan, as amended (the “DCP”); and (ii) the Chesapeake Energy Corporation Deferred Compensation Plan for Non-Employee Directors (the “Director DCP”). The terminations were made in accordance with the terms and conditions of the DCP and Director DCP, respectively. As soon as administratively practicable following the effective date of the terminations, the DCP and the Director DCP shall commence distributing amounts previously deferred to the respective plan participants.

(b) On November 15, 2019, Scott A. Gieselman and David W. Hayes, each of whom serves as a partner with NGP Energy Capital Management, L.L.C. (“NGP”), informed Chesapeake Energy Corporation (the “Company”) that they have resigned from the Company’s Board of Directors. Messrs. Gieselman and Hayes served as NGP’s representatives on the Company’s Board of Directors. As disclosed in a Current Report on Form 8-K filed with the SEC on November 12, 2019, NGP, as manager of certain investment funds, made an in kind pro rata distribution of its shares of the Company’s common stock to the respective partners of these investment funds. Mr. Gieselman has been a member of the Company’s Board of Directors since May 2019 and served as a member of its Finance and Nominating, Governance & Social Responsibility Committees. Mr.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On April 18, 2019, M. Jason Pigott, Executive Vice President - Operations and Technical Services of Chesapeake Energy Corporation (the “Company”), informed the Company of his decision to resign effective May 17, 2019 in order to pursue another opportunity.

Effective February 1, 2019, pursuant to the terms of the Merger Agreement and as approved by the Board of Directors of Chesapeake (the “Chesapeake Board”), David W. Hayes, an existing director on the WildHorse board of directors as of immediately prior to the effective time of the Merger, was appointed to fill the open position on the Chesapeake Board and to serve thereon as an independent director. Accordingly, following completion of the Merger, the Chesapeake Board now has ten members, consisting of the nine individuals serving on the Chesapeake Board prior to completion of the Merger and Mr. Hayes. Upon his appointment as non-employee director, Mr.

(e) On December 31, 2018, Chesapeake Energy Corporation (the “Company”) entered into an Amended Employment Agreement (the “Amendment”) with Robert D. (“Doug”) Lawler, President and Chief Executive Officer. The Amendment, extends the term of Mr. Lawler’s existing Employment Agreement, dated as of May 20, 2013 (the “Existing Agreement”), until December 31, 2021. The Amendment is set forth in Exhibit 10.1 to this Current Report on Form 8-K. On January 1, 2019, the Company entered into new three-year employment agreements with each of its executive vice presidents, including the following four “named executive officers” (as defined in Item 402(a) of Regulation S-K): (1) Domenic J. (“Nick”) Dell’Osso, Jr., Executive Vice President and Chief Financial Officer; (2) James R. Webb, Executive Vice President - General Counsel and Corporate Secretary; (3) Frank J.

On August 17, 2018, the Board of Directors (the “Board”) of Chesapeake Energy Corporation (the “Company”) appointed Mark A. Edmunds to the Board. Mr. Edmunds will serve on the Audit Committee and Compensation Committee of the Board. Upon Mr. Edmunds’ appointment as a non-employee director, Mr. Edmunds will receive the standard annual benefits paid to each non-employee director, including: (i) an annual retainer of $100,000, paid quarterly in installments; and (ii) an annual grant of restricted stock units with a value of approximately $250,000, issued pursuant to the Company’s 2014 Long Term Incentive Plan. Mr. Edmunds will receive prorated cash and restricted stock unit awards for the remainder of 2018. In connection with his appointment, the Company and Mr. Edmunds will enter into the Company's standard indemnity agreement for officers and directors.

On August 17, 2018, the Board of Directors (the “Board”) of Chesapeake Energy Corporation (the “Company”) appointed Mark A. Edmunds to the Board. Mr. Edmunds will serve on the Audit Committee and Compensation Committee of the Board. Upon Mr. Edmunds’ appointment as a non-employee director, Mr. Edmunds will receive the standard annual benefits paid to each non-employee director, including: (i) an annual retainer of $100,000, paid quarterly in installments; and (ii) an annual grant of restricted stock units with a value of approximately $250,000, issued pursuant to the Company’s 2014 Long Term Incentive Plan. Mr. Keating will receive prorated cash and restricted stock unit awards for the remainder of 2018. In connection with his appointment, the Company and Mr. Keating will enter into the Company's standard indemnity agreement for officers and directors.

On September 11, 2017, the Board of Directors (the “Board”) of Chesapeake Energy Corporation (the “Company”) appointed Leslie Starr Keating to the Board. Ms. Keating will serve on the Audit Committee and Compensation Committee of the Board. Upon Ms. Keating’s appointment as a non-employee director, Ms. Keating will receive the standard annual benefits paid to each non-employee director, including: (i) an annual retainer of $100,000, paid quarterly in installments; and (ii) an annual grant of restricted stock units with a value of approximately $250,000, issued pursuant to the Company’s 2014 Long Term Incentive Plan. Ms. Keating will receive prorated cash and restricted stock unit awards for the remainder of 2017. In connection with her appointment, the Company and Ms. Keating will enter into the Company's standard indemnity agreement for officers and directors.

On August 29, 2017, the Board of Directors of Chesapeake Energy Corporation (the “Company”) appointed Mr. William M. Buergler as Senior Vice President and Chief Accounting Officer. Mr. Buergler, age 44, is a licensed certified public accountant and has been employed by the Company as Vice President - Tax since July 2014. Previously, Mr. Buergler was employed by two public accounting firms: (i) Ernst & Young LLP, where he served as a Partner from 2009 to 2014 and as a Senior Manager from 2002 to 2008; and (ii) Arthur Andersen LLP, where he served from 1996 to 2002. In connection with Mr. Buergler’s appointment, Mr. Buergler will also be designated as the Company’s “principal accounting officer,” a position that was previously filled on an interim basis by Domenic J. Dell’Osso, the Company’s Executive Vice President and Chief Financial Officer. Mr.

On December 14, 2016, the Board of Directors (the “Board”) of Chesapeake Energy Corporation (the “Company”) appointed Luke R. Corbett to the Board. Mr. Corbett will serve on the Audit and Nominating, Governance & Social Responsibility Committees of the Board. Upon Mr. Corbett’s appointment as a non-employee director, Mr. Corbett will receive the standard annual retainer paid to each non-employee director, including: (i) an annual retainer of $100,000, paid quarterly in installments; and (ii) an annual grant of restricted stock units with an aggregate value of approximately $250,000, issued pursuant to the Company’s 2014 Long Term Incentive Plan. Mr. Corbett will receive prorated cash and restricted stock unit awards for the remainder of 2016. In connection with his appointment, the Company and Mr.

On November 29, 2016, Kimberly K. Querrey informed the Board of Directors (the "Board") of Chesapeake Energy Corporation (the "Company") of her resignation from the Board effective as of November 29, 2016. Ms. Querrey has been an independent member of the Board since April 2015 and most recently served as a member of its Audit and Nominating, Governance & Social Responsibility Committees. The decision of Ms. Querrey to resign was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. On November 30, 2016, the Board appointed Gloria R. Boyland to the Board. Ms. Boyland will serve on the Audit Committee of the Board. Upon Ms. Boyland’s appointment as a non-employee director, Ms.

(b) On September 26, 2016, Vincent J. Intrieri and John J. (“Jack”) Lipinski informed the Board of Directors of the Company that they have resigned from the Board of Directors effective as of September 26, 2016. Mr. Intrieri has been an independent member of the Company’s Board of Directors since June 2012 and served as a member of its Audit, Finance and Nominating, Governance & Social Responsibility Committees. Mr. Lipinski has been an independent member of the Company’s Board of Directors since June 2014 and served as a member of its Audit and Compensation Committees. The decisions of Messrs. Intrieri and Lipinski to resign were not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.

(e) On June 16, 2016, the Company entered into an Amendment to Employment Agreement (the “Amendment”) with Robert D. Lawler, President and Chief Executive Officer. The Amendment, which was approved by the Board of Directors upon recommendation of the Compensation Committee, extends the term of Mr. Lawler’s existing Employment Agreement, dated as of May 20, 2013 (the “Existing Agreement”), until December 31, 2018. The Amendment is set forth in Exhibit 10.1 to this Current Report on Form 8-K.

(b) On March 28, 2016, Frederic M. Poses informed the Board of Directors of the Company that he will not be standing for re-election at the 2016 annual meeting of shareholders. Mr. Poses has served as an independent member of the Company’s Board of Directors since June 2012 and currently serves as a member of its Finance Committee and Nominating, Governance and Social Responsibility Committee. Mr. Poses’ decision was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.

(e) On January 1, 2016, the Company entered into new three-year employment agreements with each of its executive vice presidents, including the following four “named executive officers” (as defined in Item 402(a) of Regulation S-K): (1) Domenic J. (“Nick”) Dell’Osso, Jr., Executive Vice President and Chief Financial Officer; (2) James R. Webb, Executive Vice President - General Counsel and Corporate Secretary; (3) M. Christopher Doyle, Executive Vice President, Operations - Northern Division; and (4) M. Jason Pigott, Executive Vice President, Operations - Southern Division. The new employment agreements were approved by the Compensation Committee as a part of its ongoing comprehensive review of executive compensation matters.