CHESAPEAKE ENERGY CORP appointed new CEO

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Departure of Directors


As of the Effective Date, the terms of the prior members of the board of directors (the "Board") of Chesapeake expired and the new directors and officers were appointed.


Appointment of Directors


As of the Effective Date, by operation of and in accordance with the Plan:


-The Board consists of seven members;

-Robert D. Lawler, the Company's President and Chief Executive Officer, will continue to serve as a director; and

-Michael Wichterich, Timothy Duncan, Benjamin Duster, IV, Sarah Emerson, Matthew Gallagher and Brian Steck (together with Robert Lawler, the "New Directors") were appointed to the Board.

Successor directors will be elected annually by the holders of the New Common Stock.


The current committees of the Board and directors appointed to each committee are as follows:


-Audit Committee: Benjamin Duster, IV (Chair), Matthew Gallagher and Michael Wichterich.

-Compensation Committee: Brian Steck (Chair), Benjamin Duster, IV and Timothy Duncan.

-Nominating and Governance Committee: Matthew Gallagher (Chair), Sarah Emerson and Michael Wichterich.

-Environmental, Safety & Governance Committee: Sarah Emerson (Chair), Timothy Duncan and Brian Steck.

 In connection with their appointment, the New Directors and the New Officers (as defined below) will each enter into an indemnification agreement with the Company providing for indemnification to the fullest extent permitted by law for claims relating to their service to the Company or its subsidiaries. This summary is qualified in its entirety by reference to the full text of the Company's form of indemnification agreement, which is attached hereto as Exhibit 10.6 and incorporated by reference herein.


There is no other arrangement or understanding between the New Directors and any other persons pursuant to which they were appointed as members of the Board. The New Directors do not have any family relationship with any director or executive officer of the Company. There is no relationship between the New Directors and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K.


Appointment of Officers


On the Effective Date and pursuant to the Plan, Robert D. Lawler was appointed to the position of President and Chief Executive Officer of the Company, Domenic J. Dell'Osso, Jr. was appointed to the position of Executive Vice President and Chief Financial Officer of the Company, Frank J. Patterson was appointed to the position of Executive Vice President - Exploration and Activities, James R. Webb was appointed to the position of Executive Vice President - General Counsel and Corporate Secretary, and William M. Buergler was appointed to the position of Senior Vice President and Chief Accounting Officer of the Company (collectively, the "New Officers"). Each of these individuals served in the same capacity at the Company prior to the Chapter 11 Cases. 


Robert D. Lawler has been a director and the President and Chief Executive Officer of Chesapeake Energy Corporation since June 2013. Before joining Chesapeake, Mr. Lawler served in multiple engineering and leadership positions at Anadarko Petroleum Corporation, including as Senior Vice President, International and 


Deepwater Operations and member of Anadarko's Executive Committee. Mr. Lawler began his career with Kerr-McGee Corporation in 1988 and joined Anadarko following its acquisition of Kerr-McGee in 2006. Mr. Lawler holds a bachelor's degree in petroleum engineering from the Colorado School of Mines and an M.B.A. from Rice University.


Domenic J. Dell'Osso, Jr. was appointed Executive Vice President and Chief Financial Officer in November 2010. Prior to that time, he served as Vice President - Finance and Chief Financial Officer of Chesapeake's wholly-owned midstream subsidiary Chesapeake Midstream Development, L.P. from August 2008 to November 2010. Before joining Chesapeake, Mr. Dell'Osso was an energy investment banker with Jefferies & Co. from 2006 to 2008 and Banc of America Securities from 2004 to 2006. He graduated from Boston College in 1998 and from the University of Texas at Austin in 2003.


Frank J. Patterson was appointed Executive Vice President - Exploration and Production in August 2016, before that serving as Executive Vice President - Exploration and Northern Division since April 2016 and Executive Vice President - Exploration, Technology & Land from the time he joined Chesapeake in May 2015. Before coming to Chesapeake, Mr. Patterson served in various roles at Anadarko Petroleum Corporation from 2006 to 2015, most recently as Senior Vice President - International Exploration. Prior to that, he was Vice President - Deepwater Exploration at Kerr-McGee and Manager - Geology at Sun E&P/Oryx Energy. Mr. Patterson holds a Bachelor of Science in geology from the University of Oklahoma and serves on the Board of Visitors at the University of Oklahoma's Mewbourne College of Earth and Energy.


James R. Webb was appointed Executive Vice President - General Counsel and Corporate Secretary in January 2014. Mr. Webb joined Chesapeake in October 2012 as Senior Vice President - Legal and General Counsel. Before joining Chesapeake, he worked in private practice with the law firm of McAfee & Taft from February 1995 to October 2012 and practiced with the law firm of Gorsuch Kirgis from 1993 to 1995. Mr. Webb graduated from Austin College in 1989 and from the School of Law at Washington University in St. Louis in 1993.


William M. Buergler was appointed Senior Vice President and Chief Accounting Officer in August 2017. Mr. Buergler joined Chesapeake in 2014 serving as Vice President - Tax. Before joining Chesapeake, he worked for Ernst & Young LLP, where he served as a Partner from 2009 to 2014 and as a Senior Manager from 2002 to 2008, and Arthur Andersen LLP, where he served from 1996 to 2002. Mr. Buergler is a licensed certified public accountant and holds a Bachelor of Science and a Master of Science degree in accounting from Oklahoma State University.


Incentive Plan


Effective as of the Effective Date, the Board adopted the 2021 Long Term Incentive Plan (the "LTIP") with a share reserve equal to 6,800,000 shares of New Common Stock (the "LTIP Pool"). The LTIP provides for the grant of restricted stock units, restricted stock awards, stock options, stock appreciation rights, performance awards and other stock awards to the Company's employees and non-employee directors. The description of the LTIP does not purport to be complete and is qualified in its entirety by reference to the full text of the LTIP, a copy of which is filed herewith as Exhibit 10.7 and is incorporated herein by reference.


Employment Agreements


Each executive officer of the Company has entered into a waiver agreement pursuant to which the executive officer has 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. Each waiver was executed in accordance with the Plan to ensure the assumption of the executive officer's employment agreement in accordance with the terms of the Plan.