DEF 14A of Expand Energy Corp, Apr 26, 2024

DEF 14A of Expand Energy Corp

Filed Apr 26, 2024 · FY20230001104659-24-052456

Open on EDGAR

  1. CHESAPEAKE ENERGY CORPORATION

    CHESAPEAKE ENERGY CORPORATION (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

  2. CHESAPEAKE ENERGY CORPORATION

    | PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | | | ☑ | No fee required | | ☐ | Fee paid previously with preliminary materials | | ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |

  3. CHESAPEAKE ENERGY CORPORATION

    | | 2024 PROXY STATEMENT Notice of Annual Meeting of Shareholders June 6, 2024 |

  4. CHESAPEAKE ENERGY CORPORATION

    | GUIDE TO CHESAPEAKE’S PROXY |

  5. CHESAPEAKE ENERGY CORPORATION

    | Page | | | 1 | Letter to Shareholders | | 2 | Notice of 2024 Annual Meeting of Shareholders | | 3 | Roadmap of Voting Items | | 4 | 2023 – 2024 Operational & Financial Highlights | | 6 | 2023 – 2024 Sustainability Highlights | | 8 | Voting and Meeting Information | | 12 | GOVERNANCE | | 12 | PROPOSAL 1: Election of Directors | | 15 | Board Composition | | 16 | Director Balance and Background | | 20 | Tone at the Top — Our Core Values | | 21 | Our Board of Directors | | 27 | How We Oversee and Manage Enterprise Risk | | 30 | Investor Outreach | | 31 | EXECUTIVE COMPENSATION | | 31 | PROPOSAL 2: Advisory Vote to Approve Named Executive Officer Compensation | | 32 | Q&A with Brian Steck, Compensation Committee Chair | | 34 | Compensation Discussion and Analysis | | 34 | Our Strategy | | 35 | 2023 Performance Highlights | | 36 | Compensation Committee Philosophy | | 37 | Shareholder Outreach | | 37 | Process for Determining Executive Compensation | | 37 | Independent Compensation Consultant | | 38 | Primary Executive Compensation Elements for 2023 | | 40 | Compensation Actions for 2023 | | 44 | 2023 Long-Term Incentive Program | | 47 | 2024 Executive Compensation Decisions | | 48 | Other Executive Compensation Matters | | 50 | Compensation Committee Report | | 50 | Summary Compensation Table for 2023 | | 56 | Pay Versus Performance | | 60 | 2023 Director Compensation | | 62 | PROPOSAL 3: Amendment to the 2021 Long Term Incentive Plan | | 70 | AUDIT | | 70 | PROPOSAL 4: Ratification of PwC as Independent Registered Public Accounting Firm for 2024 | | 72 | Independent Auditor Information | | 73 | Audit Committee Report | | 74 | SHARE OWNERSHIP | | 74 | Holdings of Major Shareholders | | 75 | Securities Ownership of Officers and Directors | | 75 | Equity Compensation Plan Information | | 76 | Section 16(a) Beneficial Ownership Reporting Compliance | | 77 | SHAREHOLDER MATTERS | | 77 | Submitting Proposals for 2025 Annual Meeting | | 78 | Additional Shareholder Engagement and Corporate/Social Responsibility | | 78 | Forward-Looking Statements | | 78 | Appendix A — Reconciliation of Non-GAAP Financial Measures | | 81 | Appendix B — Chesapeake Energy Corporation Proposed Amendment to 2021 Long Term Incentive Plan |

  6. CHESAPEAKE ENERGY CORPORATION

    | INDEX OF FREQUENTLY REQUESTED INFORMATION | | | 72 | Auditor Fees | | 71 | Auditor Tenure | | 21 | Board Leadership | | 24 | Board Meeting Attendance | | 56 | CEO Pay Ratio | | 49 | Clawback Policy | | 37 | Compensation Consultant | | 13 | Director Biographies | | 17 | Director Independence | | 16 | Director Qualifications | | 15 | Director Retirement Policy | | 48 | Hedging Policy | | 30 | Investor Outreach | | 44 | Long-Term Incentive Program | | 78 | Non-GAAP Financial Measures | | 39 | Peer Groups | | 48 | Pledging Policy | | 27 | Political Spending and Lobbying Oversight | | 38 | Primary Executive Compensation Elements | | 77 | Proxy Access | | 18 | Related Party Transactions | | 27 | Risk Oversight | | 75 | Securities Ownership of Officers and Directors | | 53 | Severance Benefits | | 48 | Share Ownership Guidelines | | 77 | Shareholder Proposal Deadlines for 2025 |

  7. CHESAPEAKE ENERGY CORPORATION

    | | ONLINE 2024 PROXY STATEMENT investors.chk.com/annual-meeting-and- proxy ONLINE 2023 ANNUAL REPORT chk.com/investors/company-reports/ annual-reports First sent or made available on April 26, 2024 | | In this Proxy Statement, we refer to Chesapeake Energy as the “Company,” “we,” “our,” “us,” “Chesapeake Energy” and “Chesapeake.” | |

  8. CHESAPEAKE ENERGY CORPORATION

    | | Chesapeake comes into the merger from a position of strength. Our strategic actions over the last three years have built a more resilient company focused on shareholder value. • Acquisitions of Vine and Chief: Consolidated key offset positions in Haynesville and Marcellus allowing cost reductions and efficient develop-ment of additional resources • Divestitures of Powder River Basin and Eagle Ford: Exited assets with limited actionable inventory economic in today’s market conditions; proceeds provided significant balance sheet strength and return to shareholders • Pausing Turn-in-Line (TIL) of New Wells (2024): Leveraged financial strength to reduce natural gas sales volumes in oversupplied market; retaining capacity to sell when demand recovers Targeting our two core assets in 2023, we delivered tangible results with bottom line impact — demonstrating the operational excellence which has come to define Chesapeake. Most importantly, we accomplished these operational milestones while improving our combined TRIR by 40%, to an industry-leading 0.14. We also continued to reduce our GHG emissions with a focus on methane, decreasing our methane emissions intensity by more than 80% com-pared to our 2020 baseline.(a) Our year-end 2023 methane emissions intensity was 0.015%, substantially below the industry standard of 0.20% (as defined by the Oil and Gas Climate Initiative). We will bring this same commitment, strategy and decision-making to the new company, post-merger. We have the portfolio, balance sheet and demonstrated operational track record to continue driving capital efficiencies, maximizing returns and reducing risk. Together, we will accelerate America’s energy reach and fuel a more affordable, reliable and lower carbon future. We are motivated by this opportunity for you, our shareholders, and the consumers and communities who benefit from the quality of life provided by natural gas. Thank you for your investment and partnership. In 2024, the oil and natural gas industry continues to face challenges. Today’s market remains oversupplied, with production peaking in late 2023 following significant capital expenditures in response to the pandemic’s low investment cycle and Russia’s invasion of Ukraine. In addition, this past winter’s milder temperatures brought low heating demand, leaving natural gas storage levels 40% above their five-year averages. Chesapeake was built for this moment. While market dynamics are resulting in cyclical lows for natural gas prices, demand is expected to rise materially over the next several years. In the U.S., growing markets of data centers and AI tools are requiring more elec-tricity, and power generators are increasingly looking to natural gas to supply the base load. Globally, the U.S. is preparing to connect its natural gas production to underserved markets by building liquefied natural gas (LNG) terminals, of which nearly 12 bcf/d is currently under construction. Our pending merger with Southwestern Energy will create a substantial opportunity to respond to evolving market dynamics and help connect crucial natural gas resources to consumers in need. We will have an unparalleled U.S. natural gas portfolio — an investment grade-quality company with expansive access to premium markets and the ability to seamlessly move capital and best operating practices across basins. Simply put, our combined company will deliver more gas to more markets more efficiently. As we look to the future, together we will materially advance the strategic pillars defined by Chesapeake. Dear Fellow Shareholders, Domenic J. “Nick” Dell’Osso, Jr. President, Chief Executive Officer and Director Michael A. Wichterich Chairman of the Board Strategic Pillars Superior Capital Returns Deep, Attractive Inventory Premier Balance Sheet Sustainability Leadership Combined Performance ~$1.0B – $1.5B of per annum dividends at current strip >5,000 pro forma gross locations across Appalachia and Haynesville Accelerates path to Investment Grade rating and lowers cost of capital 100% RSG certified across all basins and production MARCELLUS • Drilled 9 of the 10 longest laterals in our history in the basin • Improved well costs by 17% (1Q to 4Q) and increased our footage drilled per day by 40% HAYNESVILLE • Outpaced our peers (drilling performance) in the most difficult drilling environment in the Lower 48 • Benefited from improved gathering system hydraulics (a) Our baseline includes those assets we owned at YE 2020: Eagle Ford, legacy Haynesville, legacy Marcellus and Powder River Basin. Methane emissions intensity calculated as volume methane emissions / volume gross operated natural gas produced. |

  9. CHESAPEAKE ENERGY CORPORATION

    | | VOTING Q&A Who can vote? Shareholders of record as of the close of business on the record date, April 8, 2024 How many shares are entitled to vote? 131,048,149 shares of common stock How many votes do I get? One vote for each director and one vote on each proposal for each share you hold as of April 8, 2024 How can I vote? You can submit your vote in any of the following ways: INTERNET VIA COMPUTER: Via the Internet at proxyvote.com. You will need the 16-digit number included in your notice, proxy card or voter instruction form. INTERNET VIA TABLET OR SMARTPHONE: By scanning the QR code. You will need the 16-digit number included in your notice, proxy card or voter instruction form. TELEPHONE: Call toll-free 800-690-6903 or the phone number on your voter instruction form. You will need the 16-digit number included in your notice, proxy card or voter instruction form. MAIL: If you received a paper copy of your proxy materials, send your completed and signed proxy card or voter instruction form using the enclosed postage-paid envelope. VIRTUALLY DURING MEETING: To vote your shares during the Annual Meeting, click on the vote button provided on the screen and follow the instructions provided. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the log-in page. 2 // CHESAPEAKE ENERGY CORPORATION AGENDA PROPOSAL 1: Elect seven director nominees named in the proxy for the coming year (read more on page 12). Your Board recommends a vote FOR the election of each director nominee. Vote required: majority of votes cast (pursuant to majority-vote policy). PROPOSAL 2: Approve named executive officer compensation in advisory vote (read more on page 31). Your Board recommends a vote FOR Proposal 2. Vote required: plurality of votes cast. PROPOSAL 3: Approve amendment to the 2021 Long Term Incentive Plan to extend its termination date from February 9, 2025 to June 6, 2034 (read more on page 62). Your Board recommends a vote FOR Proposal 3. Vote required: plurality of votes cast. PROPOSAL 4: Ratify the appointment of PricewaterhouseCoopers LLP (PwC) as independent auditor for 2024 (read more on page 70). Your Board recommends a vote FOR Proposal 4. Vote required: plurality of votes cast. Other Business: Shareholders will also transact any other business that properly comes before the meeting. Abstentions and Broker Non-Votes: For Proposal 4, abstentions will not be counted as a vote for or against and no broker non-votes are expected. For all other proposals, abstentions and broker non-votes will not be counted as a vote for or against. Roadmap of Voting Items: See “Roadmap of Voting Items” for more detailed information regarding each proposal. NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS You are invited to attend Chesapeake Energy Corporation’s 2024 Annual Meeting of Shareholders. This page contains important information about the meeting, including how you can make sure your views are represented by voting today. Sincerely, Benjamin E. Russ Executive Vice President – General Counsel and Corporate Secretary Date and Time: Thursday, June 6, 2024 10:00 a.m. Central Time Attending the Virtual Meeting: The Annual Meeting will be completely virtual. You may attend the meeting, submit questions and vote your shares electronically during the meeting via live webcast by visiting VirtualShareholderMeeting.com/ CHK2024. You will need the 16-digit control number that is printed in the box marked by the arrow on your proxy card to enter the Annual Meeting. We recom-mend that you log in at least 15 minutes before the meeting to ensure you are logged in when the meeting starts. Virtual Meeting Webcast: VirtualShareholderMeeting.com/CHK2024 |

  10. CHESAPEAKE ENERGY CORPORATION

    | | ROADMAP OF VOTING ITEMS PROPOSAL 1 Election of Directors (page 12) We are asking shareholders to vote on each director nominee to the Board of Directors (Board) named in the Proxy Statement. The Board and Nominating and Corporate Governance Committee believe that the director nominees have the qualifications, experience and skills necessary to represent shareholder inter-ests through service on the Board. FOR EACH NOMINEE PROPOSAL 2 Advisory Vote to Approve Named Executive Officer Compensation (Say on Pay) (page 31) We have designed our executive compensation program to attract and retain high-performing executives and align executive pay with Company performance and the long-term interests of its shareholders. We are seeking a non-binding advisory vote from our shareholders to approve the compensation of our named executive officers (NEOs) as described in this Proxy Statement. The Board values shareholders’ opinions, and the Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions. FOR PROPOSAL 3 Approval of an Amendment to the 2021 Long Term Incentive Plan to Extend its termination date to June 6, 2034 (page 62) We are seeking approval of an amendment to our 2021 Long Term Incentive Plan (2021 LTIP) that will extend the termination date from February 9, 2025 to June 6, 2034, the tenth anniversary of the 2024 Annual Meeting of Shareholders. We are not seeking to increase the number of shares issuable under the 2021 LTIP or to make any other amendments to the 2021 LTIP. We believe that the 2021 LTIP allows us to: (i) attract, reward and retain highly qualified industry professionals; (ii) reinforce a pay for performance culture by providing equity incentives and rewards to employees and non-employee directors who are in a position to contribute materially to our success and long-term objectives; and (iii) align the interests of employees and non-employee directors with those of our shareholders. FOR PROPOSAL 4 Ratification of Appointment of Independent Registered Public Accounting Firm (page 70) The Audit Committee has appointed PwC to serve as the Company’s independent registered public ac-counting firm for the fiscal year ending December 31, 2024. The Audit Committee and the Board believe that the continued retention of PwC to serve as the independent auditor is in the best interests of the Company and its shareholders. As a matter of good corporate governance, shareholders are being asked to ratify the Audit Committee’s appointment of PwC. FOR ROADMAP OF VOTING ITEMS // 3 VOTING ITEM BOARD RECOMMENDATION |

  11. CHESAPEAKE ENERGY CORPORATION

    | | 4 // CHESAPEAKE ENERGY CORPORATION 2023 – 2024 OPERATIONAL & FINANCIAL HIGHLIGHTS January 2024 announced Chesapeake + Southwestern merger to Accelerate America’s Energy Reach Marcellus FY23 9 of 10 longest laterals drilled in CHK history — including longest of ~3.5 mi Haynesville FY23 7 of 10 fastest NFZ wells drilled in CHK history — basin-leading performance 2023 LNG HOAs Up to 3 mpta with Gunvor and Vitol linked to JKM February 2024 signed LNG SPAs ~0.5 mtpa offtake from Delfin sold to Gunvor priced on JKM From all three agencies received credit rating Upgrades Eagle Ford exit in 2023 successfully closed >$3.5B Remain 100% RSG certified and completed MiQ / EO100TM Recertification (a) Non-GAAP measure as defined in Appendix A beginning on page 78 and in the supplemental financial tables available on the Company’s website at investors.chk.com/non-gaap-financials. 2023 Serious Incidents and Fatalities (SIF) actuals Zero Industry-leading combined TRIR of 0.14 2023 year-over-year safety ~40% improvement FY23 adjusted EBITDAX(a) $2.5B Cash balance as of 12/31/23 ~$1.1B FY23 returns to shareholders via dividends and buybacks ~$840mm |

  12. CHESAPEAKE ENERGY CORPORATION

    | | Recertified portfolio-wide RSG and leading safety in combined TRIR Sustainability Leadership Consistent and measurable progress on our path to net zero ~$1.1B of cash(b) and hedge-the-wedge preserves financial strength Premier Balance Sheet Investment grade-quality balance sheet provides strategic through-cycle advantages ~15 years of inventory in each basin Deep, Attractive Inventory Premium rock, returns, runway with best-in-class execution 2023: 8.3% shareholder return yield vs. 3.9% peer average(a) Superior Capital Returns Most efficient operator, returning more cash to shareholders than domestic gas peers HIGHLIGHTS // 5 Delivering Our Strategic Pillars (a) Data from Factset actuals and estimates as of February 16, 2024; peers include AR, CNX, CRK, CTRA, EQT, RRC and SWN. Shareholder return equals base dividend, variable dividend and buybacks. Yield uses market cap as of year-end 2023. (b) As of December 31, 2023. (c) FOB – Free on board; DES – Delivered ex-ship; FID – Final investment decision. We Are LNG Ready Natural Gas Producer LNG Facility LNG FOB(c) Buyer LNG DES(c) Buyer LNG ReGas Natural Gas User LNG Value Chain CHESAPEAKE COUNTERPARTY Illustrative LNG Netback $/mmbtu $11 JKM Futures Deduct (Tolling, Shipping, Fuel, etc.) Realized Netback ($5 – $7) $4 – $6 Chesapeake’s Recent Progress • ~0.5 mtpa LNG Sale and Purchase Agreement (SPA) with offtake from Delfin at a Henry Hub linked price and subsequent sale to Gunvor at a Japan Korea Marker (JKM) linked price • Gunvor offtake head of agreement (HOA) for up to an additional 1.5 mtpa with JKM linked price exposure • Vitol offtake HOA for up to 1 mtpa with JKM linked price exposure • Equity partner and anchor shipper on Momentum’s NG3 (Haynesville to Gulf Coast pipeline) Nearly 12 bcf/d of financed/FID(c) LNG export demand by ~2028 |

  13. CHESAPEAKE ENERGY CORPORATION

    | | 6 // CHESAPEAKE ENERGY CORPORATION 2 Investing in material emissions reduction with revenue-generating potential 3 Maintaining positive return propositions 4 Driving lower end-use customer costs 1 Targeting & replacing high-emission energy sources Our employees are committed to answering the call for the affordable, reliable lower carbon energy the world desperately needs. Our duty to being stewards of the communities in which we operate and live is not one we take lightly and is central to our culture and values. We are constantly innovating across all aspects of our business, firmly embracing a lower carbon future and playing our part in helping meet the ambitions of the Paris Agreement as we strive to achieve net zero GHG emissions by 2035. As we invest capital in sustain-ability-linked projects, we do so with the goal of: 2023 – 2024 SUSTAINABILITY HIGHLIGHTS Progress includes: • Recertifying all assets under the MiQ/EO100™ standards, maintaining 100% independent responsibly sourced gas (RSG) certification across our entire portfolio. • Continuing to advance our commitment to transparency and enhanced disclosures by joining the Oil & Gas Methane Partnership (OGMP) 2.0. OGMP 2.0 is the flagship oil and gas reporting and mitigation pro-gram of the United Nations Environment Programme, and the only comprehensive, measurement-based international reporting framework for the sector. • Improving our combined TRIR by approximately 40%, to an industry leading 0.14. • Expanding our ESG disclosures and demonstrating transparency and open communication, as evidenced by IR Magazine award as the “Best ESG Reporting Small to Mid-Cap Company.” |

  14. CHESAPEAKE ENERGY CORPORATION

    | | HIGHLIGHTS // 7 Environmental • >60% reduction in GHG intensity since 2020(a) • >80% reduction in methane emissions intensity since 2020(a) • Emissions detection methods include fixed methane sensors (>2,000 deployed), aerial flyovers and FLIR inspections across portfolio • Joined OGMP 2.0 to improve the transparency and accuracy of our methane emissions reporting • Member of the Appalachian Methane Initiative and a related methane monitoring program in the Haynesville operating area Social Responsibility • Dedicated community engagement at our in-person meetings in our field operations, including lunch and learns in every parish where we operate in Haynesville • Commitment to diversity, equity and inclusion (DEI), including active Diversity Council, dedicated DEI professional and mandatory employee training programs • LNG ready through executed agreements with Delfin LNG, Gunvor and Vitol • Human rights policy defines standards we have set for our operations and supply chain management, upholding the UN’s Guiding Principles on Business and Human Rights • Commitment to supporting the communities we serve through philanthropy and volunteerism Governance and Transparency • Transparent sustainability-related disclosures including reporting ESG metrics across multiple industry and other volun-tary frameworks and progress toward climate-related targets • Executive and employee compensation program cap Annual Incentive Plan payout at target for all performance metrics if we fail to achieve threshold levels of environmental and safety performance • Executive compensation program aligned with shareholder returns and environmental and safety performance • Code of Business Conduct which defines the responsibilities all employees bear toward supporting our core values • Annual Sustainability Report, which is available on our website and includes, among other items, a detailed update on progress in sustainability leadership • Implementation of a “Safe and Compliant Operations” Policy ESG Initiatives Sustainability Fundamentals (a) Time frame: 2020 – 2023; inclusive of acquisitions and divestitures made during this time period; our baseline includes those assets we owned at year-end 2020: Eagle Ford, legacy Haynesville, legacy Marcellus and Powder River Basin, consistent with U.S. EPA reporting protocols. Deliver energy to sustain economic progress and welfare Minimize emissions from operations Invest in low-carbon solutions with adjacent technologies Transparent disclosures with measurable progress |

  15. CHESAPEAKE ENERGY CORPORATION

    | | 8 // CHESAPEAKE ENERGY CORPORATION When is the Annual Meeting? The Annual Meeting will be held on June 6, 2024, at 10:00 a.m., Central Time. Where is the Annual Meeting? The Annual Meeting will be completely virtual. Shareholders can attend the virtual Annual Meeting by visiting VirtualShareholder Meeting.com/CHK2024. Who is entitled to vote? You may vote at the Annual Meeting, and any adjournment or postponement thereof, if you were a holder of record of Ches-apeake common stock as of the close of business on April 8, 2024, the record date for the Annual Meeting. Each share of Chesapeake common stock is entitled to one vote at the Annual Meeting. On the record date, there were 131,048,149 shares of common stock issued and outstanding and entitled to vote at the Annual Meeting. There are no cumulative voting rights asso-ciated with Chesapeake common stock. How many votes must be present to hold the Annual Meeting? A majority of the shares of the common stock entitled to vote must be present online or by proxy at the Annual Meeting to constitute a quorum and to transact business. Your shares will be counted as “present” at the Annual Meeting if you properly return a proxy by the Internet, telephone or mail, or if you join the virtual Annual Meeting. Abstentions and broker non-votes, if any, will be counted for purposes of establishing a quorum at the Annual Meeting. Who is soliciting my vote? Our Board is soliciting your proxy to vote your shares at the Annual Meeting. We have delivered these materials to you elec-tronically or by mail in connection with our solicitation of proxies for use at the Annual Meeting. What is included in the proxy materials for the Annual Meeting? The proxy materials for the Annual Meeting include: • The Notice of Annual Meeting of Shareholders • This Proxy Statement These proxy materials also include the proxy card or voting instruc-tion form for the Annual Meeting. These materials are expected to be first mailed to shareholders on or about April 26, 2024. What happens if other matters are properly presented at the Annual Meeting? We are not aware of any other proposals that will be submitted to shareholders at the Annual Meeting. However, if any matter not described in this Proxy Statement is properly presented for a vote at the meeting, the persons named on the proxy form will vote in accordance with their judgment. Discretionary authority to vote on other matters is included in the proxy. What happens if a director nominee is unable to serve? We do not know of any reason why any nominee would be unable to serve as a director. If any nominee is unable to serve, the Board can either nominate a different individual or reduce the Board’s size. If the Board nominates a different individual, the shares rep-resented by all valid proxies will be voted for that nominee. How do I vote? There are five ways to vote: INTERNET VIA COMPUTER: Via the Internet at proxy vote.com. You will need the 16-digit number included in your notice, proxy card or voter instruction form. INTERNET VIA TABLET OR SMARTPHONE: By scanning the QR code. You will need the 16-digit number included in your notice, proxy card or voter instruction form. TELEPHONE: Call toll-free 800-690-6903 or the tele-phone number on your voter instruction form. You will need the 16-digit number included in your notice, proxy card or voter instruction form. MAIL: If you received a paper copy of your proxy ma-terials, send your completed and signed proxy card or voter instruction form using the enclosed postage-paid envelope. VIRTUALLY DURING MEETING: To vote your shares during the Annual Meeting, click on the vote button pro-vided on the screen and follow the instructions provid-ed. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the log-in page. VOTING AND MEETING INFORMATION |

  16. CHESAPEAKE ENERGY CORPORATION

    | | VOTING AND MEETING INFORMATION // 9 What proposals will be voted on? What are the voting standards and how does the Board recommend that I vote? VOTING ITEM Board Recommendation Voting Standard Treatment of Abstentions and Broker Non-Votes* Proposal 1. Election of Directors FOR EACH NOMINEE Majority of votes cast† No effect MANAGEMENT PROPOSALS Proposal 2. Advisory Vote to Approve Named Executive Officer Compensation** FOR Plurality of votes cast No effect Proposal 3. Vote to Approve an Amendment to the 2021 Long Term Incentive Plan FOR Proposal 4. Ratification of Appointment of Independent Registered Public Accounting Firm FOR † We have a majority-vote standard for the election of directors: Under our Bylaws, we have implemented a majority-vote standard for the uncontested election of directors. If a non-incumbent director nominee receives a greater number of votes “against” that nominee’s election than “for” that nominee’s election, the nominee will not be elected a director. In addition, if the number of votes “against” an incumbent director’s election exceeds the number of votes “for” such director, the incumbent nominee must promptly comply with the resignation procedures outlined in our Corporate Governance Principles. For this purpose, abstentions and broker non-votes are not counted as a vote either “for” or “against” the director. * Broker Non-Votes: If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under applicable Nasdaq Stock Market rules, the organization that holds your shares may generally vote on “routine” matters, but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.” Routine Matters: The ratification of the appointment of PwC as the Company’s independent registered public accounting firm for 2024 (Proposal 4) is the only routine matter to be presented at the Annual Meeting on which brokers, banks or other nominees may vote in their discretion on behalf of beneficial owners who have not provided voting instructions. Therefore, no broker non-votes are expected in connection with Proposal 4. Non-Routine Matters: Each of the other proposals, including the election of directors (Proposal 1), the advisory resolution approv-ing our NEO compensation (Proposal 2), and the approval of an amendment to the 2021 Long Term Incentive Plan (Proposal 3), are considered non-routine matters under applicable Nasdaq Stock Market rules. A broker, bank or other nominee cannot vote on non-routine matters without instructions, and therefore broker non-votes may exist in connection with Proposals 1, 2 and 3. ** Advisory Votes: Your vote on Proposal 2 is “advisory” and therefore will not be binding upon the Compensation Committee or the Board. However, our Compensation Committee and the Board will carefully consider the outcome of the vote when reviewing future compensation arrangements for our executive officers. |

  17. CHESAPEAKE ENERGY CORPORATION

    | | 10 // CHESAPEAKE ENERGY CORPORATION Why is the Annual Meeting a virtual meeting? We have decided to hold our Annual Meeting virtually because we believe that it will enable greater shareholder attendance and participation from any location around the world at minimal cost. We are also sensitive to the ongoing public health protocols and travel concerns of our shareholders and employees. How can I access the proxy materials electronically or sign up for electronic delivery, and thereby help us reduce the envi-ronmental impact of our annual meetings? Important Notice regarding the Internet Availability of Ches-apeake’s Proxy Materials for the 2024 Annual Meeting and Future Materials. We use the Internet as the primary means of furnishing proxy materials to shareholders. Accordingly, we have sent a Notice of Internet Availability of Proxy Materials, or Notice, to you, which provides instructions on how to use the Internet to: • View our proxy materials for the annual meetings • Instruct us to send future proxy materials to you by email • Request a printed copy of the proxy materials All shareholders will also be able to access the proxy materi-als online or to request a printed set of the proxy materials at proxyvote.com. We encourage shareholders to take advantage of online availability of the proxy materials to help reduce the environmental impact of our annual meetings, and reduce our printing and mailing costs. What is the difference between a shareholder of record and a beneficial owner of shares held in street name? Shareholder of Record. If your shares are registered directly in your name with the Company’s registrar and transfer agent, EQ Shareowner Services, you are considered a shareholder of record with respect to those shares, and the Notice was sent directly to you by the Company. Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank or other insti-tutional account, then you are a “beneficial owner” of shares held in “street name,” and a Notice of the Annual Meeting was mailed to you by that organization. This means that you vote by providing instructions to your broker, bank or other in-stitution rather than directly to the Company. Unless you pro-vide specific voting instructions, your broker, bank or other institution is not permitted to vote your shares on your behalf, except on any proposal that is a routine matter (see discussion of “broker non-votes” on page 9). For your vote on any other mat-ters to be counted, you will need to communicate your voting decisions to your broker, bank or other institution before the date of the Annual Meeting using the voting instruction form that the institution provides to you. If you would like to vote your shares during the virtual meeting, you must provide a proxy from your financial institution. Do we have a policy about directors’ attendance at the Annual Meeting? Yes. Pursuant to our Corporate Governance Guidelines, directors are expected to attend the Annual Meeting. All of our directors attended the 2023 Annual Meeting of Shareholders. Can I change my vote or revoke my proxy? Yes. You may revoke your proxy and change your vote at any time before the taking of the vote at the Annual Meeting. Prior to the applicable cutoff time, you may change your vote using the Internet or telephone methods described above, in which case only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted. You may also revoke your proxy and change your vote by signing and returning a new proxy card or a new voter instruction form dated as of a later date, or by voting during the Annual Meeting. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you properly vote at the Annual Meeting or specifically request that your prior proxy be revoked by deliver-ing a written notice of revocation to the Company’s Secretary at 6100 North Western Avenue, Oklahoma City, Oklahoma 73118 prior to the Annual Meeting. |

  18. CHESAPEAKE ENERGY CORPORATION

    | | VOTING AND MEETING INFORMATION // 11 Why did my household receive a single set of proxy materials? How can I request an additional copy of the proxy materials and Annual Report? SEC rules permit us to send a single Notice, Proxy Statement and Annual Report to shareholders who share the same last name and address. This procedure is called “householding” and benefits both you and us, as it eliminates duplicate mailings and allows us to reduce printing and mailing costs and the environ-mental impact of our annual meetings. If you are a “shareholder of record” and would like to receive a separate copy of a proxy statement or annual report, either now or in the future, or if you are currently receiving multiple copies of the Notice or proxy materials and would like to request householding, please contact us: (i) by email at ir@chk.com; (ii) by telephone at 405-935-8870 or (iii) in writing to the following address: Attn: Investor Relations, P.O. Box 18496, Oklahoma City, Oklahoma 73154. If you are a “beneficial owner of shares held in street name” and would like additional copies of the Notice, Proxy Statement or Annual Report, or if you are currently receiving multiple copies of the Notice or proxy materials and would like to request house-holding, please contact your bank, broker or other intermediary. Alternatively, all shareholders can access our Proxy Statement, Annual Report on Form 10-K and other SEC filings on our investor website at investors.chk.com/sec-filings or on the SEC’s website at sec.gov. Where can I find the voting results of the Annual Meeting? Preliminary voting results will be announced at the Annual Meeting. We expect to report the final voting results in a Current Report on Form 8-K filed with the SEC within four busi-ness days following the Annual Meeting. Who will serve as the inspector of election and count the votes? A representative of Broadridge Financial Solutions, Inc. will serve as the inspector of election and count the votes. Is my vote confidential? Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties except: (i) as necessary to meet applicable legal requirements or to assert or defend claims for or against the Company; (ii) to allow for the tabulation and certifi-cation of votes; and (iii) to facilitate successful proxy solicitation efforts. If you write comments on your proxy card or ballot, the proxy card or ballot may be forwarded to our management and the Board for review. Who is paying for this proxy solicitation? Proxies will be solicited on behalf of the Board by mail, tele-phone, other electronic means or in person, and we will pay the solicitation costs. Copies of proxy materials will be supplied to brokers, dealers, banks and voting trustees, or their nominees to solicit proxies from beneficial owners, and we will reimburse these institutions for their reasonable expenses. Alliance Advi-sors has been retained to assist in soliciting proxies for a fee of $22,000 plus distribution costs and other expenses. We also pay brokerage firms, banks and similar organizations fees associ-ated with forwarding electronic and printed proxy materials to beneficial holders. In addition, our proxy solicitor and certain of our directors, officers and employees may solicit proxies by mail, by telephone, by electronic communication or in person. Those persons will receive no additional compensation for any solicita-tion activities. |

  19. CHESAPEAKE ENERGY CORPORATION

    | | 12 // CHESAPEAKE ENERGY CORPORATION Election of Directors WHO ARE YOU VOTING FOR? At the 2024 Annual Meeting, we are asking shareholders to elect seven directors to hold office until the 2025 Annual Meeting and until their successors have been elected and qualified. All are currently serving as Ches-apeake directors. Six of the seven directors were appointed to the Board in February 2021 in connection with our emergence from Chapter 11 bankruptcy, a process in which our current shareholders (and former creditors) were actively engaged. One director, Domenic J. Dell’Osso, Jr., was appointed to the Board in October 2021 upon his engagement as the Company’s President and CEO. Each current Board member was selected based on his or her substantial business, financial and/or environmental expertise and extensive E&P industry experience. Our Bylaws currently provide for a minimum of three directors and a maximum of ten directors, each serving a one-year term, each to hold office until a successor is elected and qualified or until the director’s earlier resignation or removal. Our Board currently has seven members. The Company’s Bylaws provide that, if any incumbent director or any non-incumbent nominee receives a greater number of votes against his or her election than in favor of his or her election, the non-incumbent nominee will not be elected as a director, and the incumbent director will comply with the resignation procedures established under the Company’s Corporate Governance Principles. The Board has nominated the following individuals to be elected as directors until the next annual meeting of shareholders and until their successors are duly elected and qualified. At the Annual Meeting, proxies can be voted only with respect to the seven nominees named in this Proxy Statement. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxy holders may vote for any nominee designated by the present Board to fill the vacancy. Your Board recommends a vote FOR the election of each nominee. PROPOSAL 1 GOVERNANCE |

  20. CHESAPEAKE ENERGY CORPORATION

    | | Benjamin C. Duster, IV Independent Director since February 2021 Cormorant IV Corporation, LLC, Founder and CEO, 2014 – Present Mobile Tech, Inc., CFO, 2022 – Present Age: 63 PRIOR BUSINESS EXPERIENCE CenterLight Health System, Inc., CEO, 2016 – 2018 Watermark Advisors, LLC, Co-Founder, 2002 – 2015 Wachovia Securities, Inc. (now Wells Fargo), various investment banking positions, 1997 – 2001 Salomon Brothers, Inc. (now CitiGroup Inc.), various investment banking positions, 1985 – 1997 CURRENT PUBLIC COMPANY BOARDS Weatherford International plc (Nasdaq: WFRD) Diamond Offshore Drilling, Inc. (NYSE: DO) Republic First Bancorp, Inc. (Nasdaq: FRBK) PRIOR PUBLIC COMPANY BOARDS Alaska Communications Systems Group, Inc. (Nasdaq: ALSK) RCN Corporation (Nasdaq: RCN) Multi-Fineline Electronics (Nasdaq: MFLX) Netia, S.A. (Warsaw Stock Exchange: NET) WBL Corporation Ltd. (Singapore Stock Exchange: WBL) Algoma Steel Inc. (Toronto Stock Exchange: AGA) OTHER POSITIONS Cardone Industries, Inc., Director The 1921 Institute, Director EDUCATION Yale University, BA Economics Harvard Law School, JD Harvard Business School, MBA Timothy S. Duncan Independent Director since February 2021 Talos Energy Inc. (NYSE: TALO), President, CEO and Director, 2018 – Present Age: 51 PRIOR BUSINESS EXPERIENCE Talos Energy LLC, Founder, President, CEO and Director, 2012 – 2018 Phoenix Exploration Company, LP, Senior Vice President of Business Development and Founder, 2006 – 2012 Gryphon Exploration Company, Manager of Reservoir Engineering and Evaluations, 2000 – 2005 Various reservoir engineering and portfolio evaluation functions for Amerada Hess Corporation, Zilkha Energy Company and Pennzoil E&P Company, 1995 – 2000 CURRENT PUBLIC COMPANY BOARD Talos Energy Inc. (NYSE: TALO) OTHER POSITIONS National Ocean Industries Association, Director American Cancer Society CEOs Against Cancer, Greater Houston Chapter, Board Member Mississippi State University, Member of Foundation Board and College of Engineering Dean’s Advisory Council EDUCATION Mississippi State University, BS Petroleum Engineering University of Houston, MBA Domenic J. Dell’Osso, Jr. Director since October 2021 Chesapeake Energy Corporation (Nasdaq: CHK), President and CEO, since October 2021 Age: 47 PRIOR BUSINESS EXPERIENCE Chesapeake Energy Corporation (Nasdaq: CHK) EVP and CFO, 2010 – 2021 VP – Finance and CFO Chesapeake Midstream Development LP, 2008 – 2010 Jefferies & Co., Investment Banker, 2006 – 2008 Banc of America Securities Investment Banker, 2004 – 2006 CURRENT PUBLIC COMPANY BOARD Transocean Ltd. (NYSE: RIG) PRIOR PUBLIC COMPANY BOARDS FTS International, Inc. (NYSE: FTSI) Access Midstream/Williams Midstream Partners, L.P. (NYSE: CHKM) OTHER POSITIONS Catholic Charities of Oklahoma City, Director Cristo Rey OKC, Director United Way of Central Oklahoma, Director FracTech International, LLC, former Director Sundrop Fuels, Inc., former Director EDUCATION Boston College, BA Economics University of Texas, MBA GOVERNANCE // 13 Michael A. Wichterich Chairman since February 2021 Three Rivers Operating Company LLC, Founder, CEO and Chairman, 2009 – Present Age: 57 PRIOR BUSINESS EXPERIENCE Chesapeake Energy Corporation (Nasdaq: CHK) Executive Chairman, October 2021 – December 2022 Interim CEO, April – October 2021 Texas American Resources Company, CFO, 2006 – 2009 New Braunfels Utilities, CFO, 2004 – 2005 Mariner Energy, Inc., CFO, 1998 – 2003 PricewaterhouseCoopers LLP, various positions, 1989 – 1997 PRIOR PUBLIC COMPANY BOARD Extraction Oil & Gas, Inc. (Nasdaq: XOG) OTHER POSITIONS Bruin E&P Operating, LLC, former Director Grizzly Energy, LLC, former Director Sabine Oil & Gas Corporation, former Director USA Compression Partners, LP, former Director EDUCATION University of Texas, BBA Accounting |

  21. CHESAPEAKE ENERGY CORPORATION

    | | 14 // CHESAPEAKE ENERGY CORPORATION Sarah A. Emerson Independent Director since February 2021 Energy Security Analysis, Inc., President, and ESAI Energy, LLC, Managing Principal, 2009 – Present Age: 62 PRIOR BUSINESS EXPERIENCE Energy Security Analysis, Inc., 1986 – 2009, various research and consulting positions OTHER POSITIONS Center for Strategic and International Studies (CSIS), Senior Associate Harvard University, Kennedy School, Senior Fellow Anbaric Development Partners, Board member The Fletcher School of Global Affairs at Tufts University, Adjunct Professor EDUCATION Cornell University, BA Government Johns Hopkins University Nitze School of Advanced International Studies, MA Brian Steck Independent Director since February 2021 WhiteOwl Energy LLC, Co-Founder and CEO, March 2022 – Present Age: 57 PRIOR BUSINESS EXPERIENCE Mangrove Partners, Partner, 2011 – 2020 The Laurel Group, LLC, Founder and Managing Member, 2009 – 2011 Tisbury Capital, Head of U.S. Equities, 2006 – 2008 K Capital LLC, Partner, 2000 – 2005 UBS Group AG (NYSE: UBS) and predecessor entities, Global Co-Head of Equity Hedge Fund Coverage and various equity derivative and risk management positions, 1990 – 2000 PRIOR PUBLIC COMPANY BOARDS Civitas Resources, Inc. (NYSE: CIVI), formerly Bonanza Creek Energy, Inc. (NYSE: BCEI) California Resources Corporation (NYSE: CRC) Ranger Oil Corporation (Nasdaq: ROCC) EDUCATION University of Illinois at Urbana-Champaign, BS Engineering Matthew M. Gallagher Independent Director since February 2021 Greenlake Energy, LLC, President and CEO, and NGP Energy Capital, LLC, Venture Partner, January 2021 – Present Age: 41 PRIOR BUSINESS EXPERIENCE Parsley Energy Inc. (NYSE: PE) President and CEO, 2019 – 2021 President and COO, 2017 – 2019 VP and COO, 2014 – 2017 Various senior management and engineering positions, 2010 – 2014 Pioneer Natural Resources, various engineering and management positions, 2005 – 2010 PRIOR PUBLIC COMPANY BOARDS Parsley Energy Inc. (NYSE: PE) Pioneer Natural Resources Company (NYSE: PXD) OTHER POSITIONS Tap Rock Resources, LLC, Director EDUCATION Colorado School of Mines, BS Petroleum Engineering |

  22. CHESAPEAKE ENERGY CORPORATION

    | | GOVERNANCE // 15 How We Maintain a Board that is Right for Chesapeake Our Board of Directors Board Composition We believe that Chesapeake shareholders benefit when there is a mix of experienced directors with a deep understanding of the Company and others who bring a fresh perspective. The Nom-inating and Corporate Governance Committee (the “Nominat-ing Committee”) is charged with reviewing the composition of the Board and refreshing the Board as appropriate. With this in mind, the committee periodically reviews potential candidates and recommends nominees to the Board for approval. We be-lieve that the Chesapeake Board is desirable for director candi-dates, which allows us to recruit talented directors. IMPORTANT FACTORS IN ASSESSING BOARD COMPOSITION The Nominating Committee strives to maintain an engaged, independent Board with broad and diverse experience and judgment that is committed to representing the long-term interests of our shareholders. The committee considers a wide range of factors when selecting and recruiting director candi-dates, including: Ensuring an experienced, qualified Board with expertise in areas relevant to Chesapeake. The Nominating Committee seeks directors who have held significant leadership positions and who have experience in the finance, environmental, risk management, global business, investing, government and the E&P industry in which we compete, as described below. Annual assessment of Board effectiveness. The Board annually assesses its effectiveness through a process led by the Chair-man of the Board and the Chair of the Nominating Committee. See “How We Evaluate the Board’s Effectiveness” on page 24. DIRECTOR RETIREMENT POLICY The Board has also established a mandatory retirement policy for directors requiring retirement at the Company’s next annual meeting following the director’s 80th birthday. The Board oversees the interests of shareholders and other stakeholders in the long-term health and the overall success of our business. The Board serves as the ultimate decision-making body, except for those matters reserved to or shared with share-holders. The Board selects and oversees the members of senior management, who are charged by the Board with conducting our business. DIRECTOR RECRUITMENT PROCESS Candidate Recommendations • From shareholders, management, directors, search firms and contractual arrangements Nominating Committee • Engages executive search firms to assist in director search process • Discusses and interviews candidates • Reviews qualifications, experience and expertise, regulatory requirements and diversity • Recommends nominees Board • Discusses and analyzes qualifications and independence, and selects nominees Shareholders • Vote on nominees at the annual meeting of shareholders DIRECTOR “MUST-HAVES” • Highest personal and professional ethics • Integrity and values • A passion for learning • Inquisitive and objective perspective • A sense for priorities and balance The Chairman presides at all meetings of the Board, as well as executive sessions of non-employee directors, and, in consul-tation 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. |

  23. CHESAPEAKE ENERGY CORPORATION

    | | 16 // CHESAPEAKE ENERGY CORPORATION Director Balance and Background Six of our seven directors were initially appointed to the Board in February 2021 in connection with our emergence from Chapter 11 bankruptcy, a process in which our then-current shareholders (and former creditors) were actively engaged. They are diverse, indus-try-leading experts with leadership experience across multiple disciplines. Each director stands for election annually. 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 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. Wichterich Dell’Osso Duncan Duster Emerson Gallagher Steck QUALIFICATIONS Operational/Management Leadership • • • • • • • Current and/or Former Public Company CEO or Board Chair • • • • • • Strategic Planning/Risk Management • • • • • • • Exploration and Production Industry • • • • • • • Environment/Sustainability and Safety Management • • • • International • • • • • Technology, Engineering and Geoscience • • • • Financial Oversight and Accounting • • • • • • Government/Legal • • Cybersecurity Oversight • • • • Wichterich Dell’Osso Duncan Duster Emerson Gallagher Steck SELF-IDENTIFIED BACKGROUND Gender Diversity Male • • • • • • Female • Race/Ethnicity/Nationality African American/Black • Alaskan Native/Native American Asian/South Asian Hispanic/Latinx Native Hawaiian/Pacific Islander White/Caucasian • • • • • • LGBTQ+ Born Outside of the U.S. Operational/ Management Leadership 100% Exploration & Production 100% 57% EHS/ Sustainability Management 57% Cybersecurity Oversight International 71% Government/ Legal 29% Current/ Former CEO/ Board Chair 86% Technology, Engineering & Geoscience 57% Strategic Planning/Risk Management 100% Financial Oversight & Accounting 86% NASDAQ BOARD GENDER AND RACIAL ETHNIC DIVERSITY MATRIX Listed below is the diversity matrix required by Nasdaq. The diversity matrix can also be viewed on our website at chk.com/sustainability/ governance/accountability-compensation. |

  24. CHESAPEAKE ENERGY CORPORATION

    | | GOVERNANCE // 17 SKILLS AND EXPERIENCE INDEPENDENCE 5 Directors are independent FINANCIAL EXPERTISE 3 All Audit Committee members qualify as financial experts TENURE (as of 2024 Annual Meeting) 100% 5 years or less 3.2 Average tenure (years) AGE DIVERSITY 54 Average age 71% Younger than 60 80 CHESAPEAKE POLICY: retirement age Joined the Board Wichterich Dell’Osso Duncan Duster Emerson Gallagher Steck Left the Board Lawler (May 2021) BOARD REFRESHMENT (since February 2021) Enhancing the Board’s Diversity of Background Our goal is to assemble and maintain a Board composed of individuals that not only bring a wealth of business and/or technical ex-pertise, experience and achievement, but that also demonstrate a commitment to ethics in carrying out the Board’s responsibilities with respect to oversight of the Company’s operations. We believe our current Board reflects these principles and our commitment to diversity. In this regard, one of our directors is female and one is African American, and they hold critical leadership positions on our Board as Chairs of the ESG Committee and Audit Committee, respectively. GENDER RACIAL/ETHNIC DIVERSITY GENDER & RACIAL/ETHNIC DIVERSITY 14% of director nominees self-identify as female 14% of director nominees self-identify as racially/ ethnically diverse 29% of director nominees self-identify as gender and racially/ethnically diverse BOARD MEMBERS All of our director nominees (listed under “Election of Directors,” beginning on page 12) other than two directors, Mr. Dell’Osso, our CEO, and Mr. Wichterich, who served as our Executive Chair-man during 2022, are independent. The Board’s guidelines. For a director to be considered indepen-dent, the Board, through its Nominating Committee, must deter-mine that he or she does not have any relationship that, in the opinion of the Board, would interfere with his or her independent judgment as a director. The Board’s guidelines for director inde-pendence conform to the independence requirements in the list-ing standards of the Nasdaq Stock Market. In addition to apply-ing these guidelines, the Board considers all relevant facts and circumstances when making an independence determination. How We Assess Director Independence Applying the guidelines in 2023. In determining director inde-pendence, the Board considered relevant transactions, relation-ships and arrangements in assessing independence, including relationships among Board members, their family members and the Company in 2021 – 2023 and the 2024 first quarter, as described below under the caption “Relationships and Trans-actions Considered for Director Independence.” In accordance with our Corporate Governance Principles and the listing stan-dards of the Nasdaq Stock Market, the Nominating Committee determined that all transactions and relationships it considered during its review were not material transactions or relationships with the Company and did not impair the independence of any of the independent directors. |

  25. CHESAPEAKE ENERGY CORPORATION

    | | 18 // CHESAPEAKE ENERGY CORPORATION Director Candidate Recommendations The Nominating Committee will consider 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 may retain from time to time, to help identify potential candidates). TRANSACTIONS WITH RELATED PERSONS The Company has adopted a written related party transaction policy with respect to any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which: (1) the aggregate amount involved will or may be expected to exceed $120,000; (2) the Company is a participant; and (3) any of its currently serving directors and executive officers, or those serving as such at any time since the beginning of the last fiscal year, or greater than 5% shareholders, or any of the immediate family members of the foregoing persons, has or will have a direct or indirect material interest. The Audit Committee reviews and approves all interested transactions, as defined above, subject to certain enu-merated exceptions that the Audit Committee has determined do not present a “direct or indirect material interest” on behalf of the related party, consistent with the rules and regulations of the SEC. Such transactions are subject to the Company’s Code of Business Conduct. Certain transactions with former executive officers and directors that fall within the enumerated exceptions are reviewed by the Audit Committee. The Audit Committee approves or ratifies only those transactions that it determines in good faith are in, or are not inconsistent with, the best interests of the Company and its shareholders. Director/ Nominee Organization/ Individual Relationship Transactions Size for Each of Last Three Years All directors Various charitable organizations Director or Trustee Charitable donations <1% of organization’s revenues Relationships and Transactions Considered for Director Independence COMMITTEE MEMBERS All members of the Audit Committee, Compensation Committee and Nominating Committee must be independent, as defined by the Board’s Governance Principles. • Heightened standards for Audit Committee members. Under a separate SEC independence requirement, Audit Committee mem-bers may not accept any consulting, advisory or other fee from Chesapeake or any of its subsidiaries, except compensation for Board service. • Heightened standards for members of the Compensation and Nominating Committees. As a policy matter, the Board also applies a separate, heightened independence standard to members of the Compensation and Nominating Committees: no mem-ber of either committee may be a partner, member or principal of a law firm, accounting firm or investment banking firm that accepts consulting or advisory fees from Chesapeake or a subsidiary. In addition, in determining that Compensation Committee members are independent, Nasdaq Stock Market rules require the Board to consider their sources of compensation, including any consulting, advisory or other compensation paid by Chesapeake or a subsidiary. The Board has determined that all members of the Audit, Compensation and Nominating Committees, as well as the Environmental and Social Governance (ESG) Committee, are independent and, where applicable, also satisfy these committee-specific independence requirements. |

  26. CHESAPEAKE ENERGY CORPORATION

    | | GOVERNANCE // 19 How We Assess Board Size The Nominating Committee takes a fresh look at Board size each year. Our Bylaws currently provide for a minimum of three direc-tors and a maximum of ten directors, and our Board currently consists of seven directors. The Nominating Committee believes that the Board’s current size is appropriate and consistent with our historical approach, particularly given the range of director views and backgrounds to reflect the diversity and complexity of the businesses and markets in which we currently operate. Proposed Southwestern Merger. As part of our merger negoti-ations with Southwestern Energy Company, the size and market capitalization of the combined company will be much larger than it has been in past years. As a result, and contingent on the clos-ing of the proposed merger, the Board agreed to allow South-western to select four new Board members from those who have served as members of Southwestern’s Board of Directors. If the proposed merger closes, we will also amend our Bylaws to pro-vide for a maximum of 11 directors. The Nominating Committee believes that the proposed Board size (11 directors): (i) will be appropriate, particularly given the increased size and complex-ity of the combined company; and (ii) will increase Board diver-sity. Over the past 20 years, we have had between six and 11 directors, a range that the Nominating Committee believes has served the Company and its shareholders well. Board Accountability to Investors INDEPENDENT BOARD LEADERSHIP Annual director elections with majority voting standard Proxy access at 3%, 3 years, 25% of Board Quarterly review of investor views and feedback Periodic independent director meetings with investors + + + 4x+/year Executive sessions at beginning and end of each quarterly Board meeting and periodically at other meetings 4x+/year Visits to Chesapeake business by each director 35 Board and Committee meetings in 2023, with near perfect 99.3% overall attendance (100% of committee members are independent) Annual Review of committee charters and assessment of Board leadership structure COMPLYING WITH REGULATORY REQUIREMENTS AND THE BOARD’S INDEPENDENCE GUIDELINES The Nominating Committee considers regulatory requirements affecting directors, including potential competitive restrictions and financial institution management interlocks. It also looks at other positions the director has held or holds (including other board memberships), and the Board reviews director independence, as set forth above under the caption “How We Assess Director Inde-pendence” on page 17. HOW YOU CAN RECOMMEND A CANDIDATE To recommend a candidate for our Board, write to the Nominating Committee, c/o Benjamin E. Russ, 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. |

  27. CHESAPEAKE ENERGY CORPORATION

    | | 20 // CHESAPEAKE ENERGY CORPORATION Tone at the Top — Our Core Values Our Board has established a “tone at the top” that forms the foundation of the Board’s and management’s leadership and commit-ment to openness, honesty, integrity and ethical behavior. The cornerstone of our tone at the top is found in our core values, which serve as the foundation for all of our activities and provide the lens through which we evaluate every decision we make. Our core values are expected to be followed by all levels of management and thereby generate a commitment to honesty, integrity and ethics that permeates all levels of the organization. We believe that, by living our core values, we are building a stronger, more prosperous Chesapeake for all of our shareholders. Integrity and Trust WE WILL: • Be truthful and ethical • Acknowledge errors and be accountable for results • Do what we say we will do WE WILL NOT: • Place personal gain above Chesapeake • Mislead anyone regarding our business Respect WE WILL: • Protect our employees, stakeholders and the environment • Appreciate different behavioral styles and seek out different opinions • Promote inclusion and the diversity of thoughts and ideas WE WILL NOT: • Place hierarchy over our values • Accept individual recognition for collective efforts • Let our differences divide us Transparency and Open Communication WE WILL: • Be clear in our business strategies • Work with a “One Chesapeake” mindset and share best practices WE WILL NOT: • Exaggerate our performance • Work with a “What’s In It For Me” mindset • Allow silo thinking and guarded information sharing to disrupt innovation Commercial Focus WE WILL: • Be investment advisors • Be stewards of corporate resources and the environment • Take prudent risks, employing innovative ideas and technology WE WILL NOT: • Be “users” of Chesapeake • Take short-term risks that compromise long-term value Change Leadership WE WILL: • Elevate innovative solutions • Pursue continuous development and improvement • Seek to deliver more than what is expected • Reward risk taking and learn from failures WE WILL NOT: • Elevate problems without solutions • Be satisfied with status quo |

  28. CHESAPEAKE ENERGY CORPORATION

    | | GOVERNANCE // 21 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. We have maintained separate roles for our Chairman and CEO for the past 12 years. Since February 2021, Michael Wichterich has served as the Board’s Chairman and Matthew Gallagher has served as the Board’s “lead independent director.” Mr. Wich-terich also served as Interim Chief Executive Officer from April 2021, following the departure of Chesapeake’s prior Chief Exec-utive Officer, through October 2021, when Domenic J. Dell’Osso, Jr. was hired as the new Chief Executive Officer. From October 2021 through December 2022, Mr. Wichterich also served as Chesapeake’s Executive Chairman. The Board is composed of the Chairman, Chief Executive Officer and five independent non-employee members. The directors are skilled and experi-enced leaders in business, education, government and public policy. They currently serve or have served as chief executives, members of senior management and board members of Fortune Board Leadership Structure and Oversight 1000 companies, investment banking/private equity firms, envi-ronmental consulting firms and private for-profit and nonprofit organizations and are well-equipped to promote our long-term success and to provide effective oversight of, and advice and counsel to, the CEO and other members of senior management. The Chairman presides at all meetings of the Board, as well as executive sessions of non-employee directors, and, in consulta-tion with non-employee directors and management, establishes the agenda for each Board meeting. The lead independent direc-tor performs these duties when the Chairman is unavailable. 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 gov-ernance framework at this time. In addition to our tone at the top and our core values, our Board has adopted Corporate Governance Principles, which include information regarding the Board’s role and responsibilities, di-rector qualifications and determination of director independence and other guidelines, and charters for each of the Board commit-tees. The Board has also adopted a Code of Business Conduct applicable to all directors, officers and employees, including our principal executive officer, principal financial officer and princi-pal accounting officer. These documents, along with our Certifi-cate of Incorporation and Bylaws, provide the framework for the functioning of the Board. The Code of Business Conduct is avail-Other Governance Policies and Practices able on our website at chk.com/documents/governance/code-of-business-conduct.pdf. All committee charters and the Corporate Governance Principles are available on our website at chk.com/ about/board-of-directors. Waivers of provisions of the Code of Business Conduct, if any, as to any director or executive officer are required to be evaluated by the Audit Committee or the Board and amendments to the Code of Business Conduct must be ap-proved by the Board. We intend to post any such waivers from, or changes to, the Code of Business Conduct on our website within four business days of such approval. The Compensation Committee is comprised of Brian Steck (Chair), Timothy S. Duncan and Benjamin C. Duster, IV, each of whom is an independent director. None of the members of the Compensation Committee during fiscal year 2023, or as of the date of this Proxy Statement, is or has been an officer or employee of Chesapeake and no executive officer of Chesapeake served on the compensation committee or board of any company that employed any member of Chesapeake’s Compensation Committee or Board. Compensation Committee Interlocks and Insider Participation |

  29. CHESAPEAKE ENERGY CORPORATION

    | | 22 // CHESAPEAKE ENERGY CORPORATION The chart and disclosure below explain the purpose of each level of hierarchy in our leadership structure and provide additional detail on composition, meetings and activities of the Board. More detail with regard to the composition, meetings and activities of each of the committees can be found below under “Board Committees” on page 25. AUDIT COMMITTEE Purpose: Oversee financial reporting, legal compliance, internal and external audit functions and risk manage-ment systems COMPENSATION COMMITTEE Purpose: Establish and oversee compensation policies and standards that effectively attract, retain and motivate executive officers to achieve strategic and financial goals ENVIRONMENTAL AND SOCIAL GOVERNANCE COMMITTEE Purpose: Oversee ESG poli-cies, programs and practices relating to climate change, alternative energy/natural resources, safety and diversity matters NOMINATING AND CORPORATE GOVERNANCE COMMITTEE Purpose: Oversee corporate governance structure and practices, Board composi-tion and performance and corporate social responsibility matters CHESAPEAKE BOARD OF DIRECTORS Purpose: Promote the long-term success of Chesapeake for its shareholders and ensure proper oversight of management CHAIRMAN OF THE BOARD Purpose: Leads our Board and sets the tone for the Board’s culture, ensuring Board effectiveness and responsiveness to Chesapeake’s shareholders. Oversees the scheduling, preparation and agenda for each Board meeting, including executive sessions of non-employee directors, which take place at least quarterly. Members: 7 Independent: 5 2023 Meetings: 14 Responsibilities and Significant Events: • Culture of financial and managerial oversight, Board accountability and risk management • Maintain “best practice” corporate governance initiatives and accountability measures, including Board declassification, proxy access, no supermajority voting provisions and separation of Chairman and CEO roles • Development of corporate strategy focused on financial discipline and generation of operating efficiencies from captured resources • Oversee and evaluate opportunities to improve margins and liquidity, while maintaining a strong balance sheet, including: – Mergers and acquisitions – Asset sales – Capital allocation – Disciplined utilization of assets to generate operating scale, free cash flow and improved margins – Entering/renegotiating long-term, high-value contracts, including GP&T agreements – Return of capital through cash dividends and equity repurchases via open market and/or negotiated transactions – Credit facility amendments – Hedging activities • Development of an executive compensation plan that appropriately ties executive pay to Company performance • Full Board review and evaluation of significant Company risks at each regular meeting, including commodity prices, significant ESG issues and enterprise risk management • Oversee and monitor workplace safety and environmental matters |

  30. CHESAPEAKE ENERGY CORPORATION

    | | GOVERNANCE // 23 Outside of formal Board and committee meetings, management frequently discusses matters with directors on an informal basis. Non-employee directors meet in executive sessions, without management, before and after each regularly scheduled Board meeting. Messrs. Wichterich and Gallagher preside over all executive sessions. Each director attended, either in person or by telephone conference, at least 97% of the Board and committee meetings held while serving as a director or committee member in 2023. We expect all serving directors to attend Annual Meetings of Shareholders. WHY OUR BOARD LEADERSHIP STRUCTURE IS APPROPRIATE FOR CHESAPEAKE Our leadership structure allows the CEO to speak for Chesapeake’s management, while providing for effective independent Board oversight led by our Chairman and lead independent director. Our CEO, Chairman and lead independent director work together to focus the independent directors’ attention on the issues of greatest importance to the Company and its shareholders. HOW WE SELECT THE CHAIRMAN The Nominating Committee considers feedback from our Board members as part of an annual self-assessment, and then makes a recommendation to the Board. Acting on this recommendation, the independent directors elected Mr. Wichterich as the Chairman and Mr. Gallagher as lead independent director. RESPONSIBILITIES OF THE CHAIRMAN The Chairman focuses on optimizing the Board’s processes and ensuring that the Board is prioritizing the right matters. Specifically, he has the following responsibilities (and may also perform other functions at the Board’s request), as detailed in the Board’s Gover-nance Principles:* 1 Board leadership Chairs all Board meetings 2 Oversight of all meetings Oversees quarterly Board meetings and calls additional Board or independent director meetings as needed 3 Leadership of executive sessions Leads executive sessions of the Board, without any management directors or Chesapeake employees present (unless invited), which are held at each quarterly Board meeting and as needed at other periodic meetings (in addition to the numerous informal sessions that occur throughout the year) 4 Serves as liaison between CEO and independent directors Regularly meets with and serves as liaison between the CEO and independent directors 5 Shareholder communications Makes himself available for direct communication with our major shareholders 6 Board discussion items Works with the independent directors/committee chairs, CEO and management to propose a quarterly schedule of major Board discussion items 7 Board agenda, schedule and information Approves the agenda, schedule and information sent to directors 8 Board governance processes Works with the Nominating Committee to guide the Board’s governance processes, including succession planning and the annual Board self-evaluation 9 Board leadership structure review Oversees the Board’s periodic review and evaluation of its leadership structure 10 Evaluation of CEO Oversees annual CEO evaluation 11 Committee chair and member selection Advises the Nominating Committee in choosing committee chairs and membership *If the Chairman is unavailable, the lead independent director performs these functions. |

  31. CHESAPEAKE ENERGY CORPORATION

    | | 24 // CHESAPEAKE ENERGY CORPORATION BOARD/COMMITTEE MEETINGS Board members had near perfect attendance at Board and com-mittee meetings held during 2023, as summarized in the chart below, with each director attending at least 97% of the meetings held by the Board and committees on which the member served during the period the member was on the Board or committee. Director Attendance ANNUAL MEETING OF SHAREHOLDERS Pursuant to our Corporate Governance Guidelines, directors are expected to attend the Annual Meeting. All of our directors attended the 2023 Annual Meeting of Shareholders. As dictated by our core values (as discussed above), the Board has established a boardroom culture that results in informed deci-sions through meaningful and robust discussion, where views are readily challenged based on each director’s diverse background and opinions. The directors are expected to, and do, ask hard questions of management. Each member of the Board is committed to maximizing shareholder value and promoting shareholder interests. The Board’s key areas of focus are on our strategy and vision, enhancing financial and management oversight, Board accountability and risk management. The Board has demonstrated its focus through the following actions: • Development of a corporate strategy focused on financial discipline, operating efficiencies and the generation of free cash flow, particularly in an era of challenging commodity prices • Approval and execution of proposals to implement leading corporate governance practices related to Board accountability, includ-ing Board declassification, proxy access and removal of supermajority voting provisions • Development of an executive compensation program that appropriately ties short-term executive pay to short-term goals and long-term pay to the Company’s stock performance and other long-term metrics (see “Executive Compensation — Compensation Discussion and Analysis” on page 34) • Full Board review and evaluation of significant Company risks at each regular meeting, including commodity price and HSER risks (see “How We Oversee and Manage Enterprise Risk” on page 27) Board Culture and Focus How We Evaluate the Board’s Effectiveness ANNUAL EVALUATION PROCESS Each year, directors complete written assessments and the Chair of the Nominating Committee interviews each director to obtain his or her assessment of director performance, Board dynamics, and the effectiveness of the Board and its committees. The Chairman summarizes the directors’ assessments for discussion at executive sessions of the Board and its committees. For more information on this evaluation process, see the Nominating Committee’s Charter and the Board’s Corporate Governance Principles, which are available on our website at chk.com/about/board-of-directors. 0 2 6 10 12 14 Board Audit Compensation ESG Number of meetings in 2023 Near perfect overall attendance Nominating 99% 100% 100% 100% 4 8 100% 99.3% 0 2 6 10 12 14 Board Audit Compensation ESG Number of meetings in 2023 Near perfect overall attendance Nominating 99% 100% 100% 100% 4 8 100% 99.3% BOARD/COMMITTEE ATTENDANCE Each director nominee attended at least 97% of the meetings of the Board and committees on which he or she served in 2023. |

  32. CHESAPEAKE ENERGY CORPORATION

    | | GOVERNANCE // 25 COMMITTEE CHARTERS COMMITTEE COMPOSITION COMMITTEE OPERATIONS COMMITTEE RESPONSIBILITIES Each committee has a charter that can be found on our website at chk.com/about/ board-of-directors. Each committee member satisfies Nasdaq’s and Chesapeake’s definitions of an “independent director,” and all three members of the Audit Committee are “audit committee financial experts” (as defined under SEC rules), in each case as determined by the Board. Each committee meets quar-terly, and periodically as need-ed throughout the year, reports its actions and recommenda-tions to the Board, receives reports from senior manage-ment, 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. The primary responsibilities of each committee are listed below (and committee responsibilities relating to risk oversight are described under “How We Oversee and Manage Enterprise Risk” on page 27). For more detail, see the committee charters on our website. 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. A biographical overview of the members of our committees can be found under “Election of Directors” beginning on page 12. Board Committees AUDIT Benjamin C. Duster, IV Chair Members: 3 // Independent: 3 // 2023 Meetings: 8 Audit Committee Financial Experts: 3 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 corporate compliance and Director 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 Members: Benjamin C. Duster, IV, Chair † Timothy S. Duncan † Matthew M. Gallagher † † Audit Committee Financial Expert COMPENSATION Brian Steck Chair Members: 3 // Independent: 3 // 2023 Meetings: 5 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 the 2021 Long Term Incentive Plan • Broad-based plans available to all employees, including 401(k) plan and health-benefit plans • Compensation of non-employee directors • Establishment and monitoring of compliance with share own-ership guidelines applicable to executive officers and directors Members: Brian Steck, Chair Timothy S. Duncan Benjamin C. Duster, IV |

  33. CHESAPEAKE ENERGY CORPORATION

    | | 26 // CHESAPEAKE ENERGY CORPORATION NOMINATING Matthew M. Gallagher Chair Members: 2 // Independent: 2 // 2023 Meetings: 4 Key Oversight Responsibilities: • 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 • Oversight of political spending and lobbying • Charitable donations Members: Matthew M. Gallagher, Chair Sarah A. Emerson ESG Sarah A. Emerson Chair Members: 3 // Independent: 3 // 2023 Meetings: 4 Key Oversight Responsibilities: • Oversight of environmental and social governance (ESG) policies, programs and practices relating to climate change, natural resource and safety matters • Oversight of corporate responsibility/sustainability report • Identification and evaluation of legislative, regulatory, judicial and political trends relating to ESG • Monitor and oversee environmental, health and safety performance, including the development of metrics and targets and their integration into business plans • Monitor scientific, medical and technological developments and evolving industry standards and their impact on the Company’s environmental, health and safety policies and procedures • Review environmental, health and safety incidents and regulatory compliance • Oversight of diversity and inclusion programs, particularly with respect to corporate culture, talent recruitment, development and retention Members: Sarah A. Emerson, Chair Timothy S. Duncan Brian Steck |

  34. CHESAPEAKE ENERGY CORPORATION

    | | GOVERNANCE // 27 Committee Oversight Certain matters related to risks inherent in their respective areas of oversight are delegated to the various Board committees, with each committee reporting to the Board at each regular Board meeting, as indicated below: AUDIT COMMITTEE COMPENSATION COMMITTEE ESG COMMITTEE NOMINATING COMMITTEE • Financial statements, systems and reporting • Enterprise risk management program/process • Independent auditor • Compliance with legal/ regulatory requirements and proceedings • Internal audit (Director of Internal Audit reports directly to the Chair of the Audit Committee) • Hotline monitoring of anonymous reporting of questionable activity • Related party transactions, conflicts of interest and Code of Business Conduct • Cybersecurity • Compensation programs, primarily to ensure that compensation incentives: – Promote responsible business decisions that are in line with shareholder interests – Do not promote excessive risk taking • Management retention and development • Climate change and related risks • Annual corporate responsibility/sustainability report • ESG legislative, regulatory and political trends • Scientific, medical and technological developments • Environmental performance and regulatory compliance • Health and safety incidents • Employee diversity, equity and inclusion • Board composition • Director independence • Company’s leadership structure • Succession planning • Corporate governance policies and procedures • Corporate social responsibility • Shareholder concerns and outreach programs • Political spending and lobbying oversight How We Oversee and Manage Enterprise Risk Board Oversight The Board has primary responsibility for risk oversight. The Board believes it is appropriate for the full Board to determine the Com-pany’s risk profile and tolerance for significant risks, such as risks related to commodity price fluctuations and HSER matters. This allows the full Board to analyze the Company’s material risks and influence the Company’s business strategies in light of such risks. The Board regularly reviews and monitors a number of processes at the Board level in order to support our risk management efforts, including the following: • Long-term strategic plans • Capital budget • Capital projects and operational/asset performance • Hedging policy and strategy • Debt management and liquidity • Environmental compliance and sustainability issues • Succession planning • Strategic transactions, acquisitions and divestitures • Capital markets transactions • Oversight of management in carrying out risk management responsibilities Fostering a culture of risk management is a Company priority. Management evaluates the enterprise risk process across the Company on a regular basis to ensure consistency of risk consideration in making business decisions. Internal risk committees, composed of senior management and subject matter experts, have been formed and meet regularly to review and assess the Company’s risk man-agement processes and to discuss and address significant risk exposures. |

  35. CHESAPEAKE ENERGY CORPORATION

    | | 28 // CHESAPEAKE ENERGY CORPORATION Management Oversight Within this Board and committee risk management framework, our management team is responsible for executing the Board’s risk management program, including the following major risk categories: FINANCIAL RISK LEGAL/COMPLIANCE RISK STRATEGIC AND OPERATIONAL RISKS Corporate Accounting, Treasury and Internal Audit Departments Legal and Risk & Compliance Departments ESG, IT and Operations Services Departments Executive Committee and Operations Department Principal responsibility for monitoring financial risks, including financial reporting, internal control matters, liquidity, debt management, commodity and interest rate hedging and credit ratings Principal responsibility for maintaining and monitoring compliance with all corporate policies and procedures, as well as legal and regulatory matters Oversees and monitors compliance efforts related to ESG risks, data governance, information systems and cybersecurity threats Oversees and monitors strategic and operational risks affecting all aspects of our business For more information about specific risks facing the Company, see the “Risk Factors” section of our 2023 Annual Report on Form 10-K. How We Oversee and Manage Cybersecurity Risks Protecting the confidentiality, integrity and availability of our infrastructure, resources and information is a critical part of risk manage-ment, which is why we take a multi-layered approach. • Under the oversight of the Board and Audit Committee: – We have adopted robust IT policies, standards and procedures to govern our cybersecurity program, with a focus on prevention, as well as a cybersecurity incident response plan, which is designed to mitigate the effects of, and recover from, cyber-related threats (collectively, the “Cybersecurity Program”). These policies and procedures are reviewed and updated regularly to protect and enhance our security posture. – We have appointed a Chief Information Officer who is responsible for overseeing the cybersecurity framework, including a cybersecurity team composed of a dedicated IT manager and security engineers (collectively, the “IT Cybersecurity Team”), which is responsible for prevention, detection, investigation of, and response to, cybersecurity incidents, as well as the over-sight of third-party cybersecurity consultants. • The full Board receives a report on our Cybersecurity Program annually and the Audit Committee receives updated reports on a quarterly basis. • If the IT Cybersecurity Team determines that a cybersecurity incident has occurred, the IT Cybersecurity Team works with var-ious stakeholders, including senior leadership, the Board and Audit Committee, and internal and external forensic consultants and legal advisors. |

  36. CHESAPEAKE ENERGY CORPORATION

    | | GOVERNANCE // 29 How We Oversee and Manage Sustainability-Related Risks Chesapeake embraces an affordable, reliable and lower carbon energy future and is committed to responsibly accelerating America’s energy reach. Rooted in our core values, Chesapeake’s holistic approach to sustainable performance is designed to ensure that proper management of sustainability-related risks and opportunities is instilled in our strategy and execution at every level of the organization. Our comprehensive governance model extends from the Board’s ESG Committee, through the executive management team and to our business unit leaders and environmental/operations subject matter experts. Consistent with our commitment to maximizing value for all stakeholders, Chesapeake examines operated assets and major projects through our sustainability risk management process against the physical, social and regulatory/political settings of our operations to ascertain potential risks. When sustainability-related risks are identified, our ESG cross-disciplinary team works to develop and execute specific mitigation strategies and to execute action plans for operational/business unit personnel. RISK MANAGEMENT PROCESS BOARD OF DIRECTORS EXECUTIVE LEADERSHIP TEAM ESG ADVISORY BOARD OPERATIONS • Environmental and Social Governance Committee • Chief Executive Officer • Executive Vice Presidents Led by the: • Chief Sustainability Officer • VP of HSER • VP of New Energy Ventures • Business Unit VPs and senior leaders across the Company who provide oversight of ESG strategy, performance and disclosure • Business Unit Leadership Teams • Environmental Subject Matter Experts • HSER Leadership Teams • Infrastructure Services • Low Carbon Marketing Manager • Cross Functional Business Unit Teams • Stakeholder Engagement Teams Identification Assessment Evaluation Mitigation or Treatment Monitor and Report |

  37. CHESAPEAKE ENERGY CORPORATION

    | | 30 // CHESAPEAKE ENERGY CORPORATION How You Can Communicate with the Board Shareholders and other interested parties may communicate with the Board, either individually or as a group (including only indepen-dent directors), through one of the processes below, also outlined on the Company’s website at chk.com/about/board-of-directors. MAIL Chesapeake Energy Corporation Board of Directors c/o Ben Russ, Executive Vice President – General Counsel and Corporate Secretary P.O. Box 18496 Oklahoma City, OK 73154 PHONE 866-291-3401 Director Access Line EMAIL TalktoBoD@chk.com Investor Outreach We Have a Robust Investor Engagement Program We conduct extensive governance reviews and investor outreach throughout the year. This ensures that management and the Board understand and consider the issues that matter most to our shareholders and enables Chesapeake to address them effectively. HOW THE BOARD RECEIVES DIRECT FEEDBACK FROM MAJOR INSTITUTIONAL INVESTORS We invite major institutional investors to meet periodically with Chesapeake’s independent directors. This complements manage-ment’s investor outreach program and allows directors to directly solicit and receive investors’ views on Chesapeake’s strategy and performance. ANNUAL MEETING OF SHAREHOLDERS WINTER Review feedback from fall meetings with Board members and use it to consider governance and compensation changes and enhance proxy disclosures, when applicable FALL Conduct telephonic meetings between management and our largest investors to assess which topics are of priority SPRING Conduct follow-up conversations with our largest investors to address important annual meeting issues SUMMER Review shareholder votes at our most recent annual meeting and current trends in corporate governance |

  38. CHESAPEAKE ENERGY CORPORATION

    | | Advisory Vote to Approve Named Executive Officer Compensation WHAT ARE YOU VOTING ON? We have designed our executive compensation program to attract and retain high-performing executives while aligning our executive pay programs with executive performance and the long-term interests of our shareholders. At the 2024 Annual Meeting, we are asking shareholders to approve, on a non-binding advisory basis, the compensation of our NEOs. Even though this vote is advisory and not binding on the Company or the Board, the Board values shareholders’ opinions, and the Compensation Committee will take the outcome of the advisory vote into account when considering future executive compensation decisions. In accordance with Section 14A of the Exchange Act, we are providing our shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our NEOs. The vote on this resolution is not intended to address any spe-cific element of compensation; rather, the vote relates to the compensation of our NEOs as a whole, as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. In June 2023, we disclosed that advisory votes on executive compensation will be submitted to shareholders on an annual basis until the next advisory vote on the frequency of shareholder votes on executive compensation, which, in accordance with applicable law, is scheduled to occur at the 2029 Annual Meeting of Shareholders. We are asking our shareholders to indicate their support for the compensation of our NEOs as described in this Proxy Statement by voting in favor of the following resolution: RESOLVED, that the Company’s shareholders hereby approve, on an advisory basis, the compensation of the NEOs, as disclosed in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosure provided in this Proxy Statement. Your Board recommends a vote FOR the approval of the compensation of our NEOs, as disclosed in this Proxy Statement. PROPOSAL 2 EXECUTIVE COMPENSATION // 31 EXECUTIVE COMPENSATION |

  39. CHESAPEAKE ENERGY CORPORATION

    | | 32 // CHESAPEAKE ENERGY CORPORATION What is the primary goal of Chesapeake’s executive compensation program? Our primary goal is to attract and retain a talented team while aligning compensation with Company performance and the interests of Chesapeake’s shareholders. Chesapeake’s Long-Term Incentive Program (LTIP), which is the largest component of each NEO’s total compensation, provides the best opportunity to achieve that goal by directly aligning NEO compensation with proven shareholder value creating metrics. The three components of our LTIP are settled 100% in Chesapeake’s common stock, with 75% cliff vesting after three years. We believe this approach has strengthened our compensation program by further aligning LTIP payouts with the interests of share-holders. The details behind each component of our LTIP further demonstrate the Committee’s thinking: Taken as a whole, we believe the combination of these three LTIP components provides highly competitive compensation when Company performance is excellent, while appropriately offering compensation at or near the bottom of our peer group if results are poor. How do you assess the effectiveness of the LTIP within the executive compensation program? On December 29, 2023, we reached the first performance period completion of the LTIP, as established in early 2021. Our annualized three-year total shareholder return of 35.83% earned a 200% achievement of Absolute TSR PSUs and a 142.5% achievement of Relative TSR PSUs (placing 4th among 12 peer companies and indexes). We strived to align LTIP payouts with the interests of shareholders and, as evidenced by the strong performance of our first three-year performance awards, believe the program is executing this goal. Bottom line, we believe the program remains effective, given the strong performance required to realize at or above target payouts. What metrics contribute to short-term success and what was considered in the development of the Annual Incentive Plan (AIP) program? The best metrics in an AIP plan are highly relevant to performance, easily understood by both employees and investors and resilient under a broad range of market conditions. This is particularly challenging for a company and an industry navigating a number of significant COMPONENT PERCENTAGE PAYOUT DETAILS Absolute TSR PSUs 50% • Payout is based on the Company’s total shareholder return (TSR). – No payout is earned if TSR is negative. – To earn the target payout, the Company’s annualized TSR must reach 7.5%. – The maximum payout is achieved if the annualized TSR is equal to or greater than 20%. Relative TSR PSUs 25% • The Committee believes the industry’s traditional way of measuring relative performance (against a company’s peer group) did not adequately address the broader context of the market’s performance. • As such, in addition to considering relative performance against an eight-company peer group, the Committee also included four broader group indices (O&G, MLP, Industrials and Utilities) when weighing relative performance. • The payout structure is demanding, with no reward for weak performance. – Target payout is possible if Company performance ranks 60% or above. – The maximum payout is only earned if performance reaches the top 10% of the peer group. RSUs 25% • RSUs make up 25% of our compensation program. • The Committee believes this percentage provides added alignment between our management team and shareholders and further instills an ownership orientation throughout our organization. Q&A WITH BRIAN STECK, COMPENSATION COMMITTEE CHAIR |

  40. CHESAPEAKE ENERGY CORPORATION

    | | EXECUTIVE COMPENSATION // 33 NUMBER AND FOCUS OF METRICS COMMODITY PRICE EXPOSURE • The Committee named nine metrics repre-senting three categories (ESG, cash generation and well performance) as critical to our sustainable success. • Additionally, we added a 20% Committee discretion weighting for hard to quantify aspects of leadership and performance. • Given the LTIP is heavily weighted toward absolute returns, and because industry stock performance is highly correlated with commodity prices, we chose to limit direct exposure to commodity prices within our AIP program to a single metric (Performance Free Cash Flow) with a 20% weighting. GOAL RIGOR REWARDING/INCENTIVIZING ESG PERFORMANCE • In determining the minimum and maximum thresholds, the Committee reviewed past and forecasted performance and identified the drivers for meaningful outperformance or underperformance for each metric. • In several cases, this resulted in stretch targets that require a greater deviation from our central threshold to our maximum payout than to our minimum payout. • One of the Committee’s more interesting issues was determining how to appropriately recognize the critical importance of ESG performance while not undermining other performance-driving metrics. • Ultimately, we settled on a rather novel, but powerful solution by implementing a payout cap directly linked to ESG performance. Should the Company fail to meet the lower threshold for any of our ESG-related metrics, all other AIP metrics will be capped at a payout of 100%. • We believe this feature properly emphasizes the importance of environmental and safety-related performance within our organization while also recognizing the full range of criteria that are required to create value for our shareholders. What do you and the other Committee members consider to be the strength of the AIP program? Being a responsible operator is core to Chesapeake’s values and fundamental to our long-term success. Our ESG goals are designed to account for the importance of ESG performance to Chesapeake’s sustainable success as well as our commitment to being a leader in this space. By instituting four “ESG payout gates” centered on areas we believe to be most impactful to ESG performance — safety, spills, GHG and methane emissions — and by limiting the payout on all other AIP performance metrics should those metrics not be met, we are sending a clear message to our team and stakeholders about our commitment to ESG and the critical significance it plays on our overall performance. What are the challenges and opportunities in developing the 2024 executive compensation program? We are unwavering in our commitment to maintaining a program that retains our talented employees — our Company’s most important asset — and directly aligns compensation with performance and shareholder interest. We considered establishing a financial metric in the 2024 LTIP which was primarily tied to operational versus commodity price performance. Ultimately, we found it very challenging to identify the appropriate metric due to the quickly evolving and consolidating nature of the industry. Rest assured, the Committee will continue to consider innovative ways to reward tangible results which drive long-term sustainable shareholder value. Ultimately, the feedback we receive from our shareholders will play a critical role in the evolution of our program. If you have any ideas for ways to improve our program in future years, please email TalktoBoD@chk.com. transitions and with stock prices highly correlated to volatility in commodity prices. The Committee determines threshold, target and maximum levels based on a review of the Company’s approved budget, projected activity levels, the outlook for commodity prices and historical performance. Given the dynamic nature of these inputs, target performance achievement levels may vary from prior years. To address these challenges, the Committee considered: Brian Steck Compensation Committee Chair |

  41. CHESAPEAKE ENERGY CORPORATION

    | | 34 // CHESAPEAKE ENERGY CORPORATION Superior Capital Returns Sustainability Leadership We optimize the development of our large resource base and prioritize free cash flow generation and returns on capital invested. Our drive toward con-tinuous improvement through engineering inno-vation and planning enhances margins, increases free cash flow and allows us to return more cash to our shareholders than our domestic gas peers. We are committed to protecting our country’s natural resources and reduc-ing our environmental footprint. As we strive to meet our commitment to achieving net zero GHG emissions by 2035, we focus on delivering energy to sustain economic progress and welfare, minimizing emissions from our operations, investing in low-carbon solutions with adjacent technologies and providing transparent disclosures with measurable progress. Deep, Attractive Inventory Premier Balance Sheet The premium rock, returns and runway of our natural gas portfolio combined with best-in-class execution position Chesapeake to deliver sustain-able results and returns. Maintaining low net leverage is integral to our business strategy and allows us to maintain lower fixed costs, improve margins, maintain the flexibility of our capital program and provide strategic through-cycle advantages. We further de-risk our margins and cash flows with prudent natural gas hedging that aims to reduce the impact of volatility. Compensation Discussion and Analysis This Compensation Discussion and Analysis, or CD&A, describes the material elements of the compensation of our Named Executive Officers, or NEOs, and describes the objectives and principles underlying our executive compensation programs, the compensation decisions made last year under those programs and the factors we considered in making those decisions. Our Strategy Our business strategy is to create shareholder value through the responsible development of our significant resource plays, while continuing to be a leading provider of affordable, reliable, lower carbon energy to markets in need. Our Business We are an independent exploration and production company engaged in the acquisition, exploration and development of properties to produce natural gas, oil and NGL from underground reservoirs. We own a large portfolio of onshore U.S. unconventional natural gas assets, including interests in approximately 5,000 gross productive natural gas wells. In 2023, we continued our focus on the premier rock, returns and runway of our natural gas assets in the Marcellus Shale in Northeast Pennsylvania and the Haynesville and Mid-Bossier Shale plays in Northwest Louisiana. We exited our Eagle Ford position, generating over $3.5 billion in gross proceeds from three separate transactions. We continued our progress to Be LNG Ready by announcing two separate LNG supply Heads of Agreements with Gunvor Group Ltd. and Vitol Inc. to supply up to 3 million tonnes of LNG per annum for a period of 15 years, indexed to Japan Korea Marker (JKM). 2023 Named Executive Officers Domenic J. (“Nick”) Dell’Osso, Jr. President and Chief Executive Officer Mohit Singh Executive Vice President and Chief Financial Officer Joshua J. Viets Executive Vice President and Chief Operations Officer Benjamin E. Russ Executive Vice President – General Counsel and Corporate Secretary |

  42. CHESAPEAKE ENERGY CORPORATION

    | | EXECUTIVE COMPENSATION // 35 2023 Performance Highlights Net debt-to-EBITDAX(a) 0.35x Cash balance as of 12/31/23 ~$1.1B Adjusted EBITDAX(a) $2.5B Successfully closed >$3.5B Eagle Ford exit Net zero GHG emissions by 2035 Completed MiQ/EO100TM Recertification remain 100% RSG certified ~40% improvement YOY to an industry-leading combined TRIR of 0.14 (a) Non-GAAP measure as defined in Appendix A beginning on page 78 and in the supplemental financial tables available on the Company’s website at investors. chk.com/non-gaap-financials. Cash returned to shareholders ~$840mm via dividends and buybacks Additionally, on January 10, 2024, Chesapeake and Southwestern Energy Company entered into an all-stock merger agreement. South-western is an independent energy company engaged in development, exploration and production activities, including related marketing activities, within its operating areas in the Marcellus and Haynesville shale plays. Pursuant to the terms of the merger agreement, at the effective time of the Southwestern Merger, each eligible share of Southwestern common stock issued and outstanding immediately prior to the effective time will be automatically converted into the right to receive 0.0867 of a share of Chesapeake’s common stock. Our Board of Directors and the Board of Directors of Southwestern both approved the merger agreement. Subject to the approval of our shareholders and Southwestern shareholders, regulatory approvals and the satisfaction or waiver of other customary closing conditions, the Southwestern Merger is targeted to close in the second half of 2024. Recertified portfolio-wide RSG and leading safety in combined TRIR Sustainability Leadership Consistent and measurable progress on our path to net zero ~$1.1B of cash(b) and hedge-the-wedge preserves financial strength Premier Balance Sheet Investment grade-quality balance sheet provides strategic through-cycle advantages ~15 years of inventory in each basin Deep, Attractive Inventory Premium rock, returns, runway with best-in-class execution 2023: 8.3% shareholder return yield vs. 3.9% peer average(a) Superior Capital Returns Most efficient operator, returning more cash to shareholders than domestic gas peers Delivering Our Strategic Pillars (a) Data from Factset actuals and estimates as of February 16, 2024; peers include AR, CNX, CRK, CTRA, EQT, RRC and SWN. Shareholder return equals base dividend, variable dividend and buybacks. Yield uses market cap as of year-end 2023. (b) As of December 31, 2023. |

  43. CHESAPEAKE ENERGY CORPORATION

    | | 36 // CHESAPEAKE ENERGY CORPORATION Compensation Committee Philosophy Our Compensation Committee designed our executive officer compensation program to attract, retain and appropriately reward top talent while ensuring strong alignment between executive compensation and performance metrics that directly drive shareholder value. Our Compensation Committee Philosophy: • Follows a pay-for-performance approach designed to pro-vide highly competitive rewards for excellent performance without rewarding mediocrity. • Benchmarks total direct compensation of our NEOs at or around the 50th percentile of the Officer Compensation Peer Group, subject to adjustment based on experience, performance and level of responsibility. • Aligns executive compensation directly with stock perfor-mance through our long-term incentive program (LTIP) that pays out 100% in equity with 50% of the payouts directly aligned to absolute total shareholder returns (aTSR) and 25% aligned with relative total shareholder return (rTSR) against our peer group. • Encourages retention and long-term performance using PSUs with three-year cliff vesting. • Focuses AIP metrics on the value drivers and discipline that our shareholders value. • Reinforces high ethical conduct, environmental awareness, and safety by requiring ESG gating thresholds to be met before any AIP metric can be earned above target (regardless of performance). • Promotes corporate alignment by applying the compensation program consistently across our Company. • Discourages excess risk by rewarding both short and long-term performance. SALARIES Targeting 50th percentile as performance and experience dictate ANNUAL INCENTIVE PLAN Balancing short-term objectives with long-term goals LONG-TERM INCENTIVE PROGRAM (LTIP) 100% paid in equity 75% performance driven 50% tied to absolute shareholder returns 0% 50% 100% 150% 200% 0% 50% 100% 150% 200% -15% 0% 5% 10% 15% 20% -0- -10% -0- -5% -0- -0- -20% % of Target PSUs Earned % of Target PSUs Earned Absolute TSR (Annualized) 90th + > 30th 40th 50th 60th 70th 80th -0- 20th + < Relative TSR (Percentile) aTSR Target: 7.5% rTSR Target: 60th Outstanding performance is well-rewarded, with PSUs driven by three-year TSR with three-year cliff vesting Directly aligned with shareholder outcomes Includes both CEO and NEOs 2022 NEO LTIP 25% RSUs 25% rTSR 50% aTSR 2023 NEO LTIP |

  44. CHESAPEAKE ENERGY CORPORATION

    | | EXECUTIVE COMPENSATION // 37 Shareholder Outreach We understand the importance of maintaining a robust shareholder outreach program. The Chairman of the Board and Chairs of our Compensation and Nominating Committees, along with management, continued this practice and addressed a variety of topics, in-cluding corporate governance, our executive compensation program, sustainability, operating and financial performance, corporate strategy and cash return policies, including the payment of dividends and the execution of a $2.0 billion equity repurchase program with large shareholders. At the 2023 Annual Meeting of Shareholders, we received overwhelming support for our Say on Pay voting item. Greater than 99% of votes cast were in favor of our Named Executive Officer compensation. We believe that our outreach to our largest shareholders has been productive and our dialogue with a significant number of large shareholders has given us a better understanding of our shareholders’ views on those topics. Members of management, Investor Relations, the Chairman of the Board and the Chairs of the Compensation and Nominating Committees have had discussions with shareholders representing greater than 80% of our outstanding stock. We continue to actively seek input regarding possible improvements to our governance framework and compensation program from our shareholders. Process for Determining Executive Compensation The Compensation Committee has overall responsibility for approving and evaluating our executive officer compensation plans, poli-cies and programs. In determining compensation, the Compensation Committee makes an overall assessment of the performance of the NEOs, both individually and as a team, on an annual basis. In 2023, the Compensation Committee’s approach consisted of both an objective consideration of the Company’s performance relative to predetermined metrics as more fully described under the caption “Primary Executive Compensation Elements for 2023” and a subjective consideration of each NEO’s performance and overall role in the organization, as well as the consideration of the median compensation of similarly situated executives among our compensation peer group. In the assessment of the performance of each NEO in 2023, the Compensation Committee considered the following: Company Performance • Financial and operational performance of the Company, including progress made with respect to predetermined metrics more fully described below Individual Performance Tangibles • NEO’s contributions to the development and execution of the Company’s business plans and strategies • Performance of the NEO’s department or functional unit • Level of responsibility Individual Performance Intangibles • Leadership ability • Demonstrated commitment to the Company • Motivational skills • Attitude • Work ethic, insight, foresight, judgement EXECUTIVE OFFICER ASSESSMENT Pursuant to its charter, the Compensation Committee may re-tain a compensation consultant, and is directly responsible for the appointment, compensation and oversight of the work of any compensation consultant it retains. The Compensation Commit-tee retained Meridian Compensation Partners, LLC, or Meridian, a national executive compensation consultant to review and pro-vide recommendations concerning all components of our exec-utive compensation program. Meridian performs service solely on behalf of the Compensation Committee and has no relation-ship with the Company or management except as it may relate to performing such services. Meridian assists the Compensation Committee in defining our peer companies for executive compen-sation and practices, and benchmarking our executive compen-sation program against the peer group. Meridian also assists the Compensation Committee with all aspects of the design of our executive and director compensation programs to ensure appro-priate linkage between pay and performance. The Compensation Committee assessed the independence of Meridian and con-cluded that no conflict of interest exists that prevents Meridian from independently representing the Compensation Committee. Meridian attended and provided advice at all Compensation Committee meetings, including executive sessions in 2023. Independent Compensation Consultant |

  45. CHESAPEAKE ENERGY CORPORATION

    | | 38 // CHESAPEAKE ENERGY CORPORATION Although not a member of the Compensation Committee, our CEO has an active role in executive compensation, and typically makes recommendations to and participates in discussions with the Compensation Committee to provide information regarding the compensation of the other NEOs. Following such recommen-dations, the Compensation Committee discusses the compen-sation of each NEO and approves the final NEO compensation amounts, subject to such modifications as it deems appropriate. The Compensation Committee discusses the compensation of the CEO in executive session with its independent compensation consultant and approves his final compensation amounts. Fol-lowing such approvals, the Compensation Committee provides a report of its executive compensation decisions to the full Board. Chief Executive Officer and Management Role in Executive Compensation Process The CEO does not vote at Compensation Committee meetings or participate in discussions about his compensation, and he does not participate in the Board’s discussion or vote on the accep-tance or ratification of the Compensation Committee’s approvals or reports with respect to his compensation. In addition to the participation of our CEO, other members of senior management typically provide the CEO and Compensation Committee and its advisors with detailed analyses and recom-mendations for consideration regarding each element of execu-tive officer compensation (other than for the CEO) to facilitate the Compensation Committee’s annual review. Primary Executive Compensation Elements for 2023 COMPENSATION COMPONENT DELIVERY METHOD PURPOSE Fixed Compensation Base Salary Cash To competitively compensate executives to reflect levels of responsibility and contribution to the success of the Company Performance Based Compensation Annual Incentive Awards Cash To provide an incentive focused on one-year performance of established metrics Long-Term Incentive Awards PSUs — stock settled 75% of total value To focus executives on delivery of longer-term measures designed to drive enhanced absolute and relative shareholder value RSUs 25% of total value As with PSUs, RSUs are settled in stock to further align executives with shareholders and to reinforce an “owner’s” perspective as our executives manage the business Salary AIP RSUs PSUs 88% At-Risk 84% At-Risk 12% 17% 18% 53% 16% 20% 16% 48% 2023 CEO TOTAL DIRECT COMPENSATION 2023 NEO TOTAL DIRECT COMPENSATION |

  46. CHESAPEAKE ENERGY CORPORATION

    | | EXECUTIVE COMPENSATION // 39 The Compensation Committee utilizes two peer groups: (1) a peer group for benchmarking executive officer compensation (the “Officer Compensation Peer Group”), and (2) a separate peer group for measuring relative total shareholder return under the Long Term Incentive Plan (the “Relative TSR Peer Group”). While the two peer groups contain some companies in common, the Compensation Committee uses the separate Relative TSR Peer Group for measuring relative total shareholder return because it wanted to emphasize natural gas-focused peers, along with broader indices for performance comparisons. See page 45 for a discussion of the Relative TSR Peer Group. EXECUTIVE OFFICER COMPENSATION PEER GROUP The Compensation Committee selected the following peer companies with Meridian’s guidance and analysis on critical factors, including enterprise value, market capitalization, assets and operations. The Executive Officer Compensation Peer Group is listed below: Peer Groups The Compensation Committee used the 2023 Officer Compen-sation Peer Group solely as a reference point to assess each NEO’s target total direct compensation (i.e., base salary, target annual incentive plan bonus and the grant date fair value of long-term incentive awards). Specifically, the Compensation Commit-tee reviewed the target total direct compensation of our NEOs against the market data described in the 2023 Officer Compen-sation Peer Group report prepared by Meridian primarily to en-sure that our executive compensation program, as a whole, is positioned competitively to attract and retain the highest caliber of executive officers and that the total direct compensation op-portunity for the NEOs is aligned with our corporate objectives and strategic needs. The Compensation Committee uses the market data from the 2023 Officer Compensation Peer Group to benchmark base salaries, short-term incentive compensation, long-term incentive compensation and total compensation of our NEOs at the 50th percentile as a starting place for determining Use of Market Data from 2023 Officer Compensation Peer Group compensation. The Compensation Committee then adjusts the NEO’s compensation based on the NEO’s experience level, per-formance vs. expectations and level of responsibility. Otherwise, the Compensation Committee did not use a formulaic approach to setting pay against market data but rather reviews a range of market reference points for each compensation element and target total direct compensation as one factor before making compensation determinations. The Compensation Committee is focused on delivering value for our shareholders while providing competitive compensation for our executive management team. It believes that it is important to exercise significant judgment in this process as over-reliance on benchmarking can result in compensation that is unrelated to the value delivered by our executive officers because compensation benchmarking does not take into account company-to-company variations among actual roles with similar titles or the specific performance of the executive officers. APA Corporation CNX Resources Coterra Energy Inc. Devon Energy Corporation Diamondback Energy, Inc. EQT Corporation Marathon Oil Corporation Murphy Oil Corporation Ovintiv Inc. PDC Energy, Inc. Range Resources Corporation SM Energy Company Southwestern Energy Company |

  47. CHESAPEAKE ENERGY CORPORATION

    | | 40 // CHESAPEAKE ENERGY CORPORATION 2023 ANNUAL INCENTIVE PROGRAM The performance metrics for the 2023 AIP were aligned with the metrics and discipline that our shareholders value. The 2023 AIP performance metrics fall into three categories: (1) ESG; (2) cash generation; and (3) well performance. To reflect the Company’s con-tinued focus on ESG, gating mechanisms have been maintained in the program, and a failure to meet the threshold level for the ESG metrics caps the AIP payout for all other performance metrics at the target level regardless of actual results. 80% of the awards made under the AIP are based upon the achievement of quantitative performance goals, and 20% of the awards are based upon qualitative strategic leadership goals. All awards under the AIP are subject to adjustment at the Board’s discretion. Calculating Annual Incentive Program Awards The following formula was used to calculate the payment that could be awarded to each named executive officer under the 2023 AIP: The Compensation Committee sets the target percentage of base salary for each NEO annually. The AIP is structured to have threshold, target and maximum performance levels and the corresponding payout opportunities of 0%, 100% and 200% of the target percent-age of base salary (using linear interpolation for performance levels falling between threshold and target and target and maximum). For each metric, there would be a maximum payout of 200% of each individual’s target percentage for exceptional performance, as discussed on the following page. Name and Title 2022 Annual Base Salary ($) Year-over-Year Change (%) 2023 Annual Base Salary ($) Domenic J. (“Nick”) Dell’Osso, Jr. President and Chief Executive Officer 800,000 14 910,000 Mohit Singh Executive Vice President and Chief Financial Officer 525,000 0 525,000 Joshua J. Viets Executive Vice President and Chief Operations Officer 490,000 7 525,000 Benjamin E. Russ Executive Vice President – General Counsel and Corporate Secretary 400,000 5 420,000 2023 BASE SALARIES Base salaries reflect each NEO’s level of responsibility, leadership and contribution to our success and profitability and the competitive marketplace for executive talent in the oil and gas exploration industry. Base salaries were established by the Compensation Committee upon the appointment of each NEO. The Compensation Committee approved increases to Messrs. Dell’Osso, Viets and Russ for 2023. Compensation Actions for 2023 Base Salary Target Percentage of Base Salary Payout Factor x x (0% – 200%) |

  48. CHESAPEAKE ENERGY CORPORATION

    | | EXECUTIVE COMPENSATION // 41 Name 2023 Base Salary ($) Annual Incentive Program Target as % of Base Salary Annual Incentive Program at Target (100% Performance Metrics Achieved) ($) 200% Maximum Potential Opportunity ($) Domenic J. (“Nick”) Dell’Osso, Jr. 910,000 125 1,137,500 2,275,000 Mohit Singh 525,000 100 525,000 1,050,000 Joshua J. Viets 525,000 100 525,000 1,050,000 Benjamin E. Russ 420,000 80 336,000 672,000 2023 AIP Performance Goals For the 2023 AIP, the Compensation Committee established the performance goals detailed in the table below, which it believed appropriately focused on the value drivers and discipline that our shareholders value. Each metric was focused on delivery of one of the following three corporate objectives: The 2023 AIP metrics are designed to incentivize our management team to generate cash and optimize profitability while improving our environmental and safety performance. Goals for these metrics were established by the Committee in April 2023. The Committee designed the AIP to be complementary to our Long Term Incentive Plan. Because the Long Term Incentive Plan is entirely weighted toward total shareholder returns (TSR), which is heavily influenced by commodity prices, the Committee selected performance metrics that were more under management control. The Committee continued the use of an ESG “gate” as part of the AIP in order to properly emphasize the importance of ESG matters. The ESG “gate” requires threshold levels of all ESG performance measures to be met before the payout associated with any perfor-mance metric can exceed the target level. Threshold, target and maximum levels were determined by the Committee based on a review of the Company’s approved budget, projected activity levels, the outlook for commodity prices and historical performance, where available. Given the dynamic nature of these inputs, target performance achievement levels may vary from prior years. The Committee determined the weighting for each performance goal by considering the drivers of our business and each goal’s impact on our business. The Committee designated cash generation, ESG and well performance as our three top priorities. The Committee assigned the highest weighting (30% each) to cash generation and well performance goals while assigning a 20% weighting each to ESG and strategic leadership goals. Range of Annual Incentive Payout Metrics The following table sets forth the range of payments under our AIP for 2023 for our NEOs if executives had achieved only target perfor-mance, as well as an example of payout at the 200% performance level. ESG + Cash Generation + Well Performance |

  49. CHESAPEAKE ENERGY CORPORATION

    | | 42 // CHESAPEAKE ENERGY CORPORATION Performance Metric Gate Performance Goal Actual Threshold 0% Target 100% Maximum 200% Goal Weighting Goal Payout Factor (Performance based on payout scale) Weighted Goal (Goal Weighting x Goal Payout Factor) ESG Total Recordable Incident Rate (Employee & Contractor) ≤0.29 0.14 0.38 0.29 0.20 6.5% 200% 13% Spill Intensity Rate ≤0.005 0.003 0.008 0.005 0.003 6.5% 200% 13% Methane Intensity ≤0.019% 0.016% 0.021% 0.019% 0.018% 3.5% 200% 7% GHG – Emission Intensity ≤2.8 2.5 3.1 2.8 2.7 3.5% 200% 7% Cash Generation Performance Free Cash Flow ($mm) Maximize Performance Free Cash Flow $442 $100 $600 $1,100 20% 68% 13.7% Cash Costs ($/mcfe) Optimize profitability $1.04 $1.20 $1.09 $1.00 10% 151% 15.1% Well Performance Gas Base Production Decline Arrest declines for greater profitability -35.6% -43.0% -38.5% -35.5% 5% 197% 9.9% New Well Program Delivery (PIR) Delivering on expectations 0.62 0.35 0.59 0.75 10% 121% 12.1% New Well Capex Efficiency ($/mcfe) $2.13 $2.46 $2.14 $1.94 15% 105% 15.7% Company Goals (above) 80% 133% 106% Strategic Leadership Goals 20% 100% 20% Total Bonus Payout 100% – 126% AIP targets and results are inclusive of all assets. The STX Rich asset was measured through the close of the divestiture, which occurred prior to fiscal year-end 2023. “Total Recordable Incident Rate” is the number of OSHA recordable incidents multiplied by 200,000 and then divided by the actual number of hours worked in one year for company employees, contingent labor and contractor hours as applicable. Contractor hours is based on gross capital spend per API guidelines. “Spill Intensity Rate” is crude oil/condensate and produced water spills greater than or equal to 1 bbl spilled outside of secondary containment reduced by spill volume recovered and calculated as (produced liquid spilled (bbls) – produced liquid recovered volume(bbls)/total produced liquid (1,000 bbls). “Methane Intensity” calculated as volume methane emissions / volume gross operated natural gas produced. “GHG – Emission Intensity” is metric tons CO2e/gross operated annual production (mboe). “Performance Free Cash Flow” is net cash provided by (used in) operating activities – cash capital expenditures and contributions to investments and excludes the cash tax impact of our Eagle Ford divestitures as well as additional items that management believes do not impact the company’s free cash flow performance for the year. “Cash Costs” is production expenses, plus gathering, processing and transportation expenses, plus general and administrative expenses divided by total production on a one thousand cubic feet of natural gas equivalent basis (mcfe) (net operated and non-operated sale volumes for the year per accounting months). “Gas Base Production Decline” is annual production decline for gas, calculated separately, based on Q4 2022 vs. Q4 2023 average daily gross production, using a straight average of the two declines. Measure reflects gross operated volumes by accounting month for wells that were producing as of December 31, 2022. Gas base limited to Marcellus and Haynesville. “New Well Program Delivery” is calculated as the ratio of the net present value of cash flows over the net capital investment (NPV10/net capex) for all wells turned-in-line in 2023 and measured against their budgeted Profit Investment Ratio (NPV10/Total Net Capital). Adjusted to eliminate change in price and differentials. “New Well Capex Efficiency” is the comparison of the planned gross capital expenditures divided by 12-month gross cumulative production for wells turned-in-line during the first three quarters of 2023 and the actual gross capital expenditures divided by 12-month gross cumulative production for wells turned-in-line during the first three quarters of 2023. 2023 AIP Performance Goals and Calculation of Payout Factor For the 2023 AIP, the Compensation Committee established the performance goals detailed in the table below, which were designed to address delivery of three critical shareholder value-driving corporate objectives encompassing ESG, financial and operational perfor-mance. The company delivered operational excellence across all ESG metrics in 2023, including an approximate 40% year-over-year combined TRIR improvement to an industry-leading 0.14, resulting in a 200% ESG component payout. |

  50. CHESAPEAKE ENERGY CORPORATION

    | | EXECUTIVE COMPENSATION // 43 ESG Leadership • Employee and contractor safety • GHG metric improvement • RSG leadership • Mature net zero roadmap and enhance external reporting • Enhance diversity and inclusion programming and commitment Execution • Deliver or exceed expected rates of return (Profit Investment Ratio (PIR) / Cash Return On Capital Invested (CROCI)) on drilling and workover program • Retain program flexibility to respond to market volatility • Evaluate Haynesville midstream capacity to Be LNG Ready • Evaluate opportunities to improve gathering, processing and transportation Improvement of Total Resources • Optimize spacing in each play at various commodity prices • Reduce development breakeven • Identify incremental locations on existing footprint • Evaluate redevelopment strategy • Develop drill ready hopper of projects above and beyond annual approved budget Innovation • Develop and utilize innovative drilling and completion technologies to improve capital efficiency • Embrace automation, data analytics and other technology to streamline key operational and administrative processes Business Development and New Ventures • Complete Eagle Ford divestiture process • Offset producer consolidation • Explore LNG opportunities • Trimming less productive acreage • Portfolio approach, leverage partnerships • Pursue accretive opportunities Investor/Analyst Engagement • Share buyback program • Target new, long only holders / generalists and increase analyst coverage Strategic Leadership Goals Twenty percent (20%) at target (range: 0% – 40%) of the total amounts payable under the 2023 AIP were based on the attainment of certain Company-wide strategic leadership objectives in the areas set forth below: |

  51. CHESAPEAKE ENERGY CORPORATION

    | | 44 // CHESAPEAKE ENERGY CORPORATION Actual Payments for 2023 The following table shows the actual amounts awarded under the 2023 AIP: Name 2023 Base Salary ($) Annual Incentive Program Target as % of Base Annual Incentive Program at Target ($) Payout Factor (%) Actual Earned Payout ($) Domenic J. (“Nick”) Dell’Osso, Jr. (a) 910,000 125 1,137,500 116 1,319,500 Mohit Singh 525,000 100 525,000 126 661,500 Joshua J. Viets 525,000 100 525,000 126 661,500 Benjamin E. Russ 420,000 80 336,000 126 423,360 (a) The Compensation Committee certified a payout of 116% for Mr. Dell’Osso. 2023 Long-Term Incentive Program Long-term incentives align the compensation of the NEOs with the long-term interests of our shareholders. Target total direct compen-sation is weighted heavily toward long-term incentive compensation consistent with our goal of long-term shareholder value creation. 2023 LONG-TERM INCENTIVE AWARDS – TARGETED VALUE SIZE AND FORM OF 2023 LONG-TERM INCENTIVE AWARDS The size of the equity awards granted to each NEO is based on an estimated target dollar value, which is set based on a percentage of base salary. The Compensation Committee generally determines the target value percentage based on each NEO’s level of respon-sibility, leadership, tenure and contribution to the success and profitability of the Company and a review of the compensation levels for individuals in the Officer Compensation Peer Group with similar titles and responsibilities. The Compensation Committee also considers potential shareholder dilution. The Compensation Committee allocates the dollar value of each NEO’s equity awards between time-based awards (RSUs) and perfor-mance-based awards (PSUs). Long-term incentive awards for our NEOs consisted of 75% PSUs and 25% RSUs. Both PSUs and RSUs are settled in stock. Two-thirds of the PSUs (50% of the total long-term incentive award) vest based on absolute total shareholder return (aTSR) on the third anniversary of the grant date as follows: The Compensation Committee reviewed the Company’s progress toward each of the strategic goals listed above and determined that the Company had exceeded its ESG Leadership goals and Business Development and New Ventures goals while meeting its Improvement of Total Resources, Innovation and Investor/Analyst Engagement goals. However, it was determined that the Company did not fully meet its Execution goals, and as a result, the Committee certified a target payout of 20% (100% of the 20% weighting) for Messrs. Singh, Viets and Russ and certified a payout of 10% (50% of the 20% weighting) for Mr. Dell’Osso with respect to the strategic leadership goals portion of the AIP. Name 2023 Base Salary ($) Long-Term Incentive Target (%) RSUs ($) aTSR ($) rTSR ($) Total Target Value ($) Domenic J. (“Nick”) Dell’Osso, Jr. 910,000 600 1,365,000 2,730,000 1,365,000 5,460,000 Mohit Singh 525,000 425 557,813 1,115,625 557,813 2,231,251 Joshua J. Viets 525,000 460 603,750 1,207,500 603,750 2,415,000 Benjamin E. Russ 420,000 280 294,000 588,000 294,000 1,176,000 |

  52. CHESAPEAKE ENERGY CORPORATION

    | | EXECUTIVE COMPENSATION // 45 aTSR Percentage of Target PSUs Earned Less than 0% 0% 0% 40% 5% 80% 7.5% 100% 10% 120% 15% 160% 20% or greater 200% rTSR Percentage of Target PSUs Earned Less than 20% 0% 20% 0% 30% 30% 40% 60% 50% 80% 60% 100% 70% 125% 80% 160% 90% or greater 200% aTSR is measured on an annualized basis. No awards are issued if aTSR is less than 0%. For aTSR performance between the values listed in the table to the left, the number of PSUs that become earned will be determined by linear interpolation. For rTSR performance between the values listed in the table to the left, the number of PSUs that become earned will be deter-mined by linear interpolation. One-third of the PSUs (25% of the total long-term incentive award) vest based on relative total shareholder return (rTSR) measured against our Relative TSR Peer Group on the third anniversary of the grant date as follows: 2023 TIME-BASED AWARDS RSUs vest ratably over a three-year period from the date of grant. RSUs are settled in shares of common stock. The Compensation Committee believes that RSUs play an important role in executive retention and align executive and shareholder interests. Holders of unvested RSUs are entitled to receive dividend equivalents on such units, payable in cash at the same time as the underlying RSUs are settled in shares. RELATIVE TSR PEER GROUP The peer group for measuring relative total shareholder return (the “Relative TSR Peer Group”) includes eight gas-focused companies and four indices, which serve as broader market comparators and help incentivize Company performance relative to other high dividend yield industries. Antero Resources Corporation CNX Resources Corporation Comstock Resources, Inc. Coterra Energy Inc. EQT Corporation Gulfport Energy Corporation Range Resources Corporation Southwestern Energy Company Alerian MLP Index S&P 500 Utilities Sector S&P 500 Industrials Sector S&P Oil & Gas E&P Select Industry Index |

  53. CHESAPEAKE ENERGY CORPORATION

    | | 46 // CHESAPEAKE ENERGY CORPORATION LTIP Payout Scenarios: Greater focus on absolute performance(a) Relative TSR Peer Group(c)(d) Realized LTI Value as a % of Target (includes price appreciation)(b) Leverage of Long-Term Incentive Plan Design at Various Performance Levels 300% 270% 240% 210% 180% 150% 120% 90% 60% 30% 0% Scenario 1 (rTSR 25%, aTSR -5%) Scenario 2 (rTSR 75%, aTSR -5%) Scenario 3 (rTSR 60%, aTSR 5%) Scenario 4 (rTSR 25%, aTSR 20%) Scenario 5 (rTSR 75%, aTSR 20%) Designed to provide highly competitive long-term compensation for excellent performance without rewarding mediocrity Peer group includes four indices to ensure broader market relevance Antero Resources Corporation CNX Resources Corporation Comstock Resources, Inc. Coterra Energy Inc. EQT Corporation Gulfport Energy Corporation Range Resources Corporation Southwestern Energy Company Alerian MLP Index S&P 500 Utilities Sector S&P 500 Industrials Sector S&P Oil & Gas E&P Select Industry Index (a) Absolute TSR on an annualized basis. (b) Payout estimates the change in total LTI value over a three-year vesting period including the impact of payout leverage for performance-based awards and stock price change. (c) Peer groups approved in March 2023. (d) If, during the first 18 months of the relative TSR performance period, any peer group member is acquired, then it shall be replaced by the first/next company on a predetermined rank-ordered replacement list. If, during the last 18 months of the Performance Period, any Peer Group Member is involved in a merger or acquisition, then such peer company TSR will be locked-in as greater or less than that for the Company, in each case measured as of the date of the announce-ment of such merger/acquisition. We also provide compensation in the form of benefits and perquisites to the NEOs, including health and welfare insurance benefits, matching contributions under the Company’s 401(k) plan and other non-elective Company contributions. We provide up to 6% matching of eligible compensation that is deferred, up to the Internal Revenue Code limit for each respective year in which the eligible employee participates in the 401(k) plan. The foregoing benefits and perquisites are provided to all employees or large groups of senior level em-ployees. The Company does not permit personal use of corporate aircraft by executive officers or directors. Although family members and invited guests are occasionally permitted to accompany executive officers and directors on business flights, the aggregate incremental costs to the Company is de minimis. See “All Other Compensation Table” on page 51 for more information. Other Compensation 2023 PSU AWARDS The Compensation Committee believes that PSUs tied to absolute and relative TSR are the best way to align our long-term incentive compensation with the goal of increasing shareholder value. The 2023 PSUs are subject to cliff vesting on the third-year anniversary of the grant date. The final value and number of shares of Company common stock issued in settlement of the PSUs will depend on our performance measured against the objective performance goal (aTSR or rTSR) for each type of PSU. The Compensation Committee established the performance goals in March 2023 based on rigorous modeling and testing of a variety of design constructs with the objective of arriving at a mix of absolute and relative TSR metrics and goals that would (i) deliver relatively substantial payouts for strong absolute TSR that also outperformed the market on a relative basis, and (ii) deliver relatively weaker payouts, or no payouts, for low TSR outcomes, compared to other design constructs within the E&P industry. The Committee also decided to use TSR as the primary PSU metric as a complement to the short-term incentive metrics that are based on other financial and operational goals. Holders of PSUs are entitled to receive dividend equivalents on such units, payable in cash at the same time as the underlying PSUs are settled in shares |

  54. CHESAPEAKE ENERGY CORPORATION

    | | EXECUTIVE COMPENSATION // 47 2024 Executive Compensation Decisions After reviewing the contributions of our NEOs relative to our 2023 performance and a review of peer group benchmark data, the Com-pensation Committee established the following aggregate salary and short-term and long-term compensation targets, as indicated in the table below. The Compensation Committee approved three significant changes to the AIP within the executive compensation program for 2024. These adjustments include gate refinement, metric simplification and the replacement of Performance Free Cash Flow with Realized Revenue. To increase the importance on critical ESG matters, Methane Intensity and Serious Incidents and Fatalities (SIF) have been isolated as two “gate only” metrics that must achieve a minimum of threshold performance levels before any payout above target can occur. To focus the organization on value drivers, capital discipline, ESG and a result of the sale of oil assets, the Gas Base Production Decline metric was eliminated and the Spill Intensity Rate metric was replaced with a new Safety Leadership Engagement metric, thus increasing the weighting of the Cash Costs and New Well Program Delivery (PIR) metrics in the 2024 AIP. Finally, to encourage margin improvement through active management of business controllables, the Performance Free Cash Flow metric was replaced with a new Realized Revenue metric. The Compensation Committee decided to maintain the same LTIP structure for 2024, continuing to heavily tie executive compensa-tion to the performance of the Company’s common stock. Specifically, the 2024 LTIP awards consist of 75% PSUs and 25% RSUs, with two-thirds of the PSUs vesting based on absolute TSR performance and one-third vesting based on relative TSR performance, in each case over a three-year period. LTIP Awards ($)(a) Name Base Salary ($) AIP ($) RSU ($) PSU ($) Domenic J. (“Nick”) Dell’Osso, Jr. 910,000 1,137,500 1,365,000 4,095,000 Mohit Singh 560,000 560,000 595,000 1,785,000 Joshua J. Viets 585,000 585,000 672,750 2,018,250 Benjamin E. Russ 441,000 352,800 308,700 926,100 (a) LTI Awards continue to consist of 75% PSUs and 25% RSUs, with two-thirds of the PSUs vesting based on absolute TSR performance and one-third vesting based on relative TSR performance over a three-year period. The dollar values reflect target level (100%) performance. In developing our 2024 executive compensation program, the Compensation Committee decided on the following: NEO Compensation Changes • No changes to CEO target compensation amounts • Market-based salary increases to three of our NEOs • No changes to AIP target percentages • No changes to LTI target percentages Plan Design Changes • Modified ESG gate feature, limiting maximum payout of any performance measure to target if the Company does not achieve a minimum of threshold performance level for either Methane Intensity or SIF – These two metrics serve only as a gate and do not have individual payout opportunities • Eliminated Gas Base Production Decline • Replaced Spill Intensity Rate with Safety Leadership Engagement • Increased the weighting of Cash Costs and New Well Program Delivery (PIR) metrics • Replaced Performance Free Cash Flow with Realized Revenue • Maintained existing LTIP structure, with a continued reliance on aligning outcomes to shareholder returns |

  55. CHESAPEAKE ENERGY CORPORATION

    | | 48 // CHESAPEAKE ENERGY CORPORATION In measuring compliance with the share ownership guidelines, the Company includes: • Shares owned directly • Shares owned indirectly (i.e., by a trust or spouse/family member living in their household) • Shares represented by amounts invested in a retirement/401(k) plan or that are tax deferred in accounts that are maintained by the Company • Time-vested restricted stock or restricted stock units Other Executive Compensation Matters Share Ownership Guidelines The Compensation Committee has established share ownership guidelines for our directors and executive officers, including the NEOs in order to (i) promote a significant financial stake in the Company to create direct alignment of officer and director interests with those of our shareholders, (ii) mitigate against excessive risk taking that may lead to short-term returns at the expense of longer-term value creation, and (iii) align the interests of officers and directors with good governance principles supported by our institutional investors and proxy advisors. The Compensation Committee reviews compliance with these share ownership guidelines annually. All of our directors and two of our four NEOs had met the required ownership level as of April 8, 2024. All directors and NEOs were in compliance with the share retention requirements. The share ownership guidelines require the executive officer or director to own at least a number of shares of common stock equal to a multiple of the executive officer’s or director’s base salary or annual cash retainer. The executive officer and director share ownership guidelines are as follows: Unexercised options/warrants and unearned/unvested PSUs are not counted toward meeting the guidelines. Position Guideline(a) Holding Requirements/Retention Ratio(b) CEO 7 times base salary 100% EVP 3 times base salary 75% VP 1 times base salary 50% Non-Employee Directors 5 times annual cash retainer 100% (a) Based on the participant’s then-current base salary or annual cash board retainer. The value of share holdings is determined by the greater of: (i) acquisition/grant date value, (ii) current spot price, or (iii) trailing 12-month average price. (b) The percentage holding requirement represents the percentage of net shares (after tax withholding) that must be held until the share ownership requirement is met, with the following exceptions, (i) participants may direct the Company to withhold shares issued upon vesting of RSUs/PSUs to cover tax obligations, and (ii) participants holding stock options or warrants may utilize a cashless exercise provision and/or immediately sell Company stock acquired by exercising stock options for the limited purpose of paying the exercise price of the stock option and any applicable tax liability. Our insider trading policy applies to directors and employees and prohibits derivative or speculative transactions involving Company stock. The transactions covered by the policy include trading in puts, calls, covered calls or other derivative securities involving Com-pany stock or engaging in hedging or monetization transactions with respect to Company stock. The policy also prohibits directors and executive officers from holding Company stock in a margin account or pledging Company stock as a collateral for a loan. We believe these policies effectively align each officer’s and director’s interests with those of our shareholders. Prohibition of Hedging and Pledging Transactions |

  56. CHESAPEAKE ENERGY CORPORATION

    | | EXECUTIVE COMPENSATION // 49 The Board adopted a new compensation recovery policy on September 9, 2023, also known as a “clawback” policy that complies with the Nasdaq’s new clawback rules promulgated under Section 10D of the Exchange Act and the rules promulgated thereunder. Pursuant to the policy, the Company is required to recover from any current or former executive officer certain cash and equity incentive-based compensation in the event of an accounting restatement resulting from the Company’s material non-compliance with financial report-ing requirements under applicable securities laws. The amount of incentive-based compensation subject to such recovery would be the amount in excess of what the executive officer would have earned had their incentive-based compensation been determined in accor-dance with the restatement. Excess incentive compensation is recovered for the three completed fiscal years immediately preceding the date we are required to prepare an accounting restatement. This policy will only apply to incentive-based compensation received on or after October 2, 2023. Compensation Recovery or “Clawback” Policy Our Compensation Committee received a risk assessment from Meridian with respect to the Company’s compensation programs, in-cluding an overview of the compensation program and risk-mitigating policies and practices. After considering advice from Meridian, the Compensation Committee performed a review of key attributes and structures of our compensation policies and programs and has determined that such policies and programs do not encourage excessive or inappropriate risk taking and do not create risks that are reasonably likely to have a material adverse effect on the Company. The following factors were considered in making such determination: Relationship Between Compensation Programs and Risk • The AIP for executive officers in 2023 consisted of a mix of nine goals (two financial, three operational and four ESG re-lated) set by the Compensation Committee that are aligned with the Company’s strategic short-term goals and designed to improve the Company’s performance in the long term. Payouts are capped as a set percentage of target. • 75% of long-term incentive awards were made in stock-set-tled PSUs that cliff vest at the end of three years. Two-thirds of such PSUs (50% of total long-term incentive awards) are based on absolute total shareholder return. One-third of such PSUs (25% of total long-term incentive awards) are based on relative total shareholder return compared to the Company’s Relative TSR Peer Group. The multiple year vesting and per-formance periods discourage short-term risk taking. • Our share ownership guidelines encourage our directors and executive officers to maintain a long-term perspective. • Our prohibition on derivative or speculative transactions in-volving Company stock by directors and executive officers reinforces the alignment of our directors’ and executives’ interests with those of our shareholders. • Our compensation recovery policy is designed to recapture un-earned incentive payments in the event of material non-com-pliance with any financial reporting requirement under appli-cable laws that leads to an accounting restatement. Our award agreements permit cancellation of long-term incentive awards of executives who engage in serious breaches of conduct or who otherwise act in competition with our business. • The compensation programs and policies that apply to non-executive employees consist of competitive base sal-aries, formulaic annual incentive based on pre-determined metrics that drive our performance, and long-term incentive compensation consisting of RSUs and/or PSUs that vest over three years. The steady income provided by base salaries allows employees to focus on the Company’s business. The annual incentives motivate employees to achieve the Com-pany’s financial, operational and ESG goals without incen-tivizing inappropriate risk taking. The long-term incentive awards align employees’ long-term interests with those of our shareholders and generally encourage a long-term view. |

  57. CHESAPEAKE ENERGY CORPORATION

    | | 50 // CHESAPEAKE ENERGY CORPORATION Name and Principal Position Fiscal Year Salary ($) Bonus ($)(a) Stock Awards ($)(b) Option Awards ($) Non-Equity Incentive Plan Compensation ($)(c) All Other Compensation ($)(d) Total ($) Domenic J. (“Nick”) Dell’Osso, Jr. President and Chief Executive Officer 2023 903,654 – 5,149,927 – 1,319,500 31,480 7,404,561 2022 800,000 – 6,434,727 – 970,000 23,213 8,227,940 2021 758,965 – 5,699,725 – 1,208,000 22,247 7,688,937 Mohit Singh Executive Vice President and Chief Financial Officer 2023 525,000 – 2,104,633 – 661,500 44,916 3,336,049 2022 525,000 – 2,806,674 – 509,250 291,706 4,132,630 2021 10,096 880,000 1,604,883 – – 23,591 2,518,570 Joshua J. Viets Executive Vice President and Chief Operating Officer 2023 522,980 – 2,277,964 – 661,500 31,364 3,493,808 2022 421,966 500,000 3,930,541 – 475,300 234,644 5,562,451 Benjamin E. Russ Executive Vice President – General Counsel and Corporate Secretary 2023 418,846 – 1,109,374 – 423,360 33,835 1,985,415 2022 400,001 – 1,369,256 – 310,400 31,620 2,111,277 2021 348,472 – 1,382,439 – 483,200 20,693 2,234,804 (a) Reflects sign-on bonus paid to Messrs. Singh and Viets upon commencing employment with the Company in 2021 and 2022. This award was made to compen-sate for earned but unvested awards at their prior employer that were forfeited upon joining our team. (b) These amounts represent the aggregate grant date fair value of the stock awards granted, determined in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The value ultimately realized by the executive upon the actual vesting of the awards may be more or less than the grant date fair value. For restricted stock units (RSUs), values are based on the closing price of the Company's common stock on the grant date. For performance share unit awards (PSUs), the Company utilized the Monte Carlo simulation to determine the grant date fair market value. The grant date fair value of the PSUs was determined based on the PSUs awarded vesting at target, which is the performance the Company believed was probable on the grant date. The maximum oppor-tunity (200%) of the 2023 PSUs for each NEO as of the grant date is as follows: Messrs. Dell'Osso $7,903,544, Singh $3,229,959, Viets $3,495,933 and Russ $1,702,509. Both RSUs and PSUs receive dividend equivalent rights to unvested stock that are earned at the time the underlying shares vest. The assumptions used by the Company in calculating the amounts related to stock awards granted are incorporated by reference to Note 13 of the consolidated financial state-ments included in the Company’s 2023 Annual Report on Form 10-K. (c) The 2023 amounts in this column represent annual incentive plan program awards earned with respect to the designated year and paid in the following year, as described under the caption “2023 Annual Incentive Program” beginning on page 40. (d) The table below provides additional information on the amounts reported in the All Other Compensation column of the Summary Compensation Table for 2023. The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth above. Based on the review and discussion, the Compensation Committee recommended to the Board of Directors that the Compen-sation Discussion and Analysis be included in this Proxy Statement. MEMBERS OF THE COMPENSATION COMMITTEE Brian Steck (Chair) Timothy S. Duncan Benjamin C. Duster, IV Compensation Committee Report Summary Compensation Table for 2023 |

  58. CHESAPEAKE ENERGY CORPORATION

    | | EXECUTIVE COMPENSATION // 55 Potential Payments upon Termination or Change of Control Table Termination without Cause/ Good Reason Termination ($)(a) Change of Control ($)(b) Death of Executive ($)(c) Domenic J. (“Nick”) Dell’Osso, Jr. Cash Severance 4,095,000 6,142,500 – PSU Awards – 11,732,800 14,223,892 RSU Awards – 2,537,943 2,537,943 Accrued Paid Time Off 157,500 157,500 157,500 COBRA 20,518 20,518 – TOTAL 4,273,018 20,591,261 16,919,335 Mohit Singh Cash Severance 1,050,000 2,100,000 – PSU Awards – 2,105,205 3,179,084 RSU Awards – 2,430,535 2,430,535 Accrued Paid Time Off 90,865 90,865 90,865 COBRA 20,518 20,518 – TOTAL 1,161,383 6,747,123 5,700,484 Joshua J. Viets Cash Severance 1,050,000 2,100,000 – PSU Awards – 2,105,205 3,308,959 RSU Awards – 1,766,850 1,766,850 Accrued Paid Time Off 21,707 21,707 21,707 COBRA 20,518 20,518 – TOTAL 1,092,225 6,014,280 5,097,516 Benjamin E. Russ Cash Severance 756,000 1,512,000 – PSU Awards – 3,043,047 3,628,856 RSU Awards – 589,207 589,207 Accrued Paid Time Off 51,692 51,692 51,692 COBRA 20,518 20,518 – TOTAL 828,210 5,216,464 4,269,755 (a) For Mr. Dell’Osso, this reflects (i) two times the sum of base salary and target annual bonus (one times for Messrs. Singh, Viets and Russ); (ii) any accrued but unused paid time off; and, (iii) COBRA lump sum for 12-month period. (b) Assumes a change of control followed by termination of the executive without cause or good reason within 12 months following the change of control. For Mr. Dell’Osso, this column includes three times the sum of base salary and target annual bonus, accelerated vesting of unvested equity awards, any accrued but unused paid time off and COBRA lump sum for 12-month period. For Messrs. Singh, Viets and Russ, this column includes two times the sum of base salary and target annual bonus, accelerated vesting of unvested equity awards, any accrued but unused paid time off and COBRA lump sum for 12-month period. (c) Includes: (i) accelerated vesting of unvested equity awards and (ii) accrued but unused paid time off. |

  59. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing disclosure regarding the ratio of total compensation of the CEO to the total compensa-tion of our median employee. We identified our median employ-ee from all full-time and part-time workers who were included as employees on our payroll as of December 31, 2023 (the date used to identify the median employee), based on base salary, using a reasonable estimate of hours worked and overtime actu-ally paid in 2023 for hourly employees, bonuses earned for 2023 performance, the grant date value of equity granted in 2023 and 401(k) matching and non-elective contributions during 2023. The 2023 annual total compensation as determined under Item 402 of Regulation S-K for our CEO was $7,404,561, as reported in the Summary Compensation Table of this proxy statement. The 2023 annual total compensation as determined under Item 402 of Regulation S-K and described above for our median employee was $165,080. The ratio of our CEO’s annual compensation to our median employee’s annual total compensation for fiscal year 2023 was approximately 45 to 1. The CEO Pay Ratio above represents our reasonable estimate calculated in the manner consistent with SEC rules and applicable guidance. SEC rules and guidance permit 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 comparison 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.

  60. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing disclosure regarding the rela-tionship between executive Compensation Actually Paid, or CAP, and the financial performance of our Company. For each year, compen-sation actually paid is the total compensation as reported in the Summary Compensation Table, modified to adjust for changes in equity awards. Due to our executive compensation program being heavily weighted towards equity awards, compensation actually paid to our executives is primarily determined by share price movement. Additionally, this disclosure does not necessarily reflect the value actually realized by our executives or how the Compensation Committee makes compensation decisions for our executive team. Please refer to our Compensation Committee Philosophy beginning on page 36 for more information regarding how the Compensation Committee determines executive compensation. We calculated compensation actually paid for our Principal Executive Officers, or PEOs, and Other NEOs for each of the fiscal years ended December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023.

  61. Compensation Actually Paid

    Compensation Actually Paid

  62. Compensation Actually Paid

    | | | |

  63. Pay Versus Performance Table

    Pay Versus Performance Table

  64. Pay Versus Performance Table

    | | | | | | | | | | Value of initial fixed $100 | | | | | | | | | | | | | | investment based on: | | | | | | | | | | | | Average | Average | | | | | | | Summary | Summary | Summary | | | | Summary | Compensation | | Peer Group | | Free Cash | | | Compensation | Compensation | Compensation | Compensation | Compensation | Compensation | Compensation | Actually Paid | Total | Total | Net Income | Flow | | Fiscal | Table Total | Table Total | Table Total | Actually Paid | Actually Paid | Actually Paid | Table Total for | to Other | Shareholder | Shareholder | (in millions) | (in millions) | | Year | for PEO-1 ($) (a) | for PEO-2 ($) (a) | for PEO-3 ($) (a) | to PEO-1 ($) (b) | to PEO-2 ($) (b) | to PEO-3 ($) (b) | Other NEOs ($) | NEOs ($) | Return ($) (c) | Return ($)(c)(d) | ($) (e) | ($) (f) | | 2023 | 7,404,561 | – | – | 2,254,556 | – | – | 2,938,424 | 1,353,086 | 202 | 198 | 2,419 | 551 | | 2022 | 8,227,940 | – | – | 15,943,728 | – | – | 3,756,403 | 5,873,256 | 237 | 191 | 4,936 | 2,302 | | 2021 | 7,688,937 | 2,204,135 | 7,108,735 | 7,949,767 | 2,745,943 | 7,108,735 | 2,190,177 | 2,314,423 | 146 | 131 | 6,328 | 1,053 | | 2020 | – | – | 10,620,155 | – | – | 6,784,742 | 3,473,533 | 2,386,570 | – | – | (9,750) | 22 |

  65. Pay Versus Performance Table

    | (a) Amounts shown as reported in the Summary Compensation Table for Domenic (“Nick”) Dell’Osso, Jr. (PEO-1), Michael A. Wichterich (PEO-2) and Robert D. (“Doug”) Lawler (PEO-3). Mr. Dell’Osso was promoted from Executive Vice President and Chief Financial Officer in October 2021. The largest portion of his compensation in 2021 was earned as our Executive Vice President and Chief Financial Officer; however, because he served as our principal executive officer during a portion of that year, we have included his compensation separately for that year. During 2020, Mr. Dell’Osso’s compensation is part of the average compensation of the Other NEOs. |

  66. Pay Versus Performance Table

    | (b) Amounts shown represent compensation actually paid (CAP) and include adjustments for the changes in the fair values of PSU and RSU awards reported in the Sum-mary Compensation Table (SCT) for Messrs. Dell’Osso (PEO-1), Wichterich (PEO-2) and Lawler (PEO-3) and for the average of the Other NEOs Messrs. Singh, Viets and Russ for 2023, Messrs. Singh, Viets, Russ and Wichterich for 2022, Messrs. Singh, Russ, Frank J. Patterson and James R. Webb for 2021, and Messrs. Dell’Osso, Patterson, Webb and William M. Buergler for 2020. To calculate the CAP, the following amounts were deducted and added to the SCT Total: |

  67. Pay Versus Performance Table

    | | 2023 | | 2022 | | 2021 | | | | 2020 | | | Reconciliation of Compensation | | Average for | | Average for | | | | Average for | | Average for | | | PEO-1 | Other NEO’s | PEO-1 | Other NEO’s | PEO-1 | PEO-2 | PEO-3 | Other NEOs | PEO-3 | Other NEOs | | Actually Paid | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Summary Compensation Table Total | 7,404,561 | 2,938,424 | 8,227,940 | 3,756,403 | 7,688,937 | 2,204,135 | 7,108,735 | 2,190,177 | 10,620,155 | 3,473,533 | | Reported Value of Equity Awards | (5,149,927) | (1,830,657) | (6,434,727) | (2,664,967) | (5,699,725) | (1,389,459) | – | (746,831) | (300,000) | (300,000) | | Adjustments: | | | | | | | | | | | | Year End Fair Value of Awards Granted in Current Year | 3,765,177 | 1,338,419 | 8,745,322 | 3,627,297 | 5,930,840 | 1,904,208 | – | 866,853 | – | – | | Change in Fair Value of Awards Granted in Prior Years | (4,150,649) | (1,205,564) | 4,092,607 | 741,003 | – | – | – | – | – | – | | Change in Fair Value of Awards Granted in Prior Years that Vested in Current Year | (207,740) | (78,623) | 181,605 | 14,857 | – | – | – | – | (408,333) | (155,474) | | Prior Year End Fair Value of Awards that were Forfeited in Current Year | – | – | – | – | – | – | – | – | (3,127,080) | (631,489) | | Value of Dividends Paid on Awards | 593,134 | 191,087 | 1,130,981 | 398,663 | 29,715 | 27,059 | – | 4,224 | – | – | | Total Equity Award Adjustments | (78) | 245,319 | 14,150,515 | 4,781,820 | 5,960,555 | 1,931,267 | – | 871,077 | (3,535,413) | (786,963) | | Compensation Actually Paid | 2,254,556 | 1,353,086 | 15,943,728 | 5,873,256 | 7,949,767 | 2,745,943 | 7,108,735 | 2,314,423 | 6,784,742 | 2,386,570 |

  68. Pay Versus Performance Table

    | (c) Total Shareholder Return, in accordance with Item 201(e) of Regulation S-K, is calculated based on the value of an initial $100 fixed investment and assumes the rein-vestment of any issued dividends. TSR is cumulative for the measurement periods beginning on February 10, 2021 (our date of emergence) and ending on December 31 of each of 2023, 2022 and 2021. |

  69. Pay Versus Performance Table

    | (d) The peer group for purposes of this table is the S&P Oil & Gas Exploration & Production Select Industry Index which is the same index referenced in the Common Stock Performance Graph within our Annual Report for the year ended December 31, 2023. Peer Group Total Shareholder Return is calculated on a market capitalization weighted basis according to stock market capitalization at the beginning of each period for which a return is indicated. |

  70. Pay Versus Performance Table

    | (e) Represents the amount of net income (loss) previously disclosed in the Company’s audited GAAP financial statements for each year. We emerged from bankruptcy on February 10, 2021. Net income for the fiscal year ended December 31, 2021 represents the sum of net income derived from the period from January 1, 2021 through February 9, 2021 (the “2021 Predecessor Period”) and net income derived from the period from February 10, 2021 through December 31, 2021 (the “2021 Successor Period”). |

  71. Pay Versus Performance Table

    | (f) Free Cash Flow is a non-GAAP measure and is defined as net cash provided by (used in) operating activities (GAAP) less cash capital expenditures. See Appendix A — Reconciliation of Non-GAAP Financial Measures, beginning on page 78. |

  72. Pay Versus Performance Table

    EXECUTIVE COMPENSATION // 57

  73. RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND TSR

    RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND TSR In the following graph, we show the relationship between compensation actually paid and cumulative TSR for our PEOs and Other NEOs over the previous four years.

  74. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR

  75. RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND NET INCOME

    RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND NET INCOME In the following graph, we show the relationship between compensation actually paid and Net Income for our PEOs and Other NEOs over the previous four years.

  76. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  77. RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FREE CASH FLOW

    RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FREE CASH FLOW As shown in the Pay Versus Performance Table above, we selected Free Cash Flow as the measure to link compensation actually paid to Company performance. In the following graph, we show the relationship between compensation actually paid and our Free Cash Flow for our PEOs and Other NEOs over the previous four years.

  78. Compensation Actually Paid vs. Free Cash Flow

    Compensation Actually Paid vs. Free Cash Flow EXECUTIVE COMPENSATION // 59

  79. Compensation of Current Board Members

    | | EXECUTIVE COMPENSATION // 61 Fees Earned or Paid in Cash ($)(a) Stock Awards ($)(b) Option Awards ($) All Other Compensation ($) Total ($) CURRENT NON-EMPLOYEE DIRECTORS Timothy S. Duncan 80,000 226,155 – – 306,155 Benjamin C. Duster, IV 110,000 205,647 – – 315,647 Sarah A. Emerson 100,000 205,647 – – 305,647 Matthew M. Gallagher 80,000 231,282 – – 311,282 Brian Steck 80,000 231,282 – – 311,282 Michael A. Wichterich 80,000 359,781 – – 439,781 (a) Reflects the annual cash compensation, as discussed above. Mr. Duster and Ms. Emerson elected to receive their Committee Chair/Membership fees in the form of a cash retainer, payable quarterly in arrears. Amounts shown include prorated amounts attributable to Committee reassignments, which may occur during the year. (b) Reflects the aggregate grant date fair value of 2023 RSU awards determined pursuant to FASB ASC Topic 718. The assumptions used by the Company in calcu-lating these amounts are incorporated by reference to Note 13 to the consolidated financial statements in the Company’s 2023 Annual Report on Form 10-K. The RSU award was made to each non-employee director on June 8, 2023, with the number of RSUs issued to each director determined by the VWAP of the Company’s common stock for the 30-trading-day period ending on June 7, 2023 ($79.17 per share). The valuation of the RSU awards, as shown in the Director Compensation Table, was determined by the closing price of the Company’s common stock on the grant date, June 8, 2023 ($81.38 per share). Messrs. Duncan, Gallagher, Steck and Wichterich elected to receive their Chairman and Committee Chair/Membership fees in the form of RSU awards in 2023. Director Compensation Table |