Corporate Governance

Director Compensation Project: Chesapeake Energy Corporation

By Joseph Aguilar

This post is part of an ongoing series that examines the way stock exchange independence rules influence director compensation. We are including companies from 2009's Fortune 500 and using information found in their 2009 proxy statements. In addition to state standards and the requirements of SOX, the stock exchanges each have their own standards for independence. While substantially the same, there are some minor differences between NYSE and NASDAQ rules that are worth noting.

Under NYSE Rule 303A.01, all listed companies must have a majority of independent directors sitting on their boards. Directors are not independent if they received over $120,000 in direct compensation, other than director's fees, in any one year period over the last three years pursuant to Rule 303A.02(b)(ii). This is a looser restriction than the equivalent NASDAQ Rule, 5605(a)(2), which includes all compensation. Rule 303A.06 requires that, in addition to the general independence standards, audit committee members must comport with the requirements of Exchange Act Rule 10A-3 (C.F.R. §240.10A-3), also known as SOX 301.

One can see some of the effects of these rules when looking at the director compensation table from the Chesapeake Energy Corporation (CHK-NYSE) 2009 proxy statement. According to the proxy statement, the company paid the directors the following amounts:

Director Compensation. The Chesapeake board met four times in person and thirteen times by teleconference. Directors averaged of 80% of all board and committee meetings. Other than director Kerr who earned $57,750 in cash, fees paid in cash ranged from $135,000 to a high of $150,500. Total compensation for directors averaged $669,516, while stock awards were over 63% of that total.

Director Tenure. Half of the board has served only since 2005. Director Whittemore has the longest tenure on the board, serving since 1993. None of Chesapeake's board members are up for reelection in 2009; terms of directors Keating, Miller, and Whittemore will expire in 2010. Several directors serve on other boards. Mr. Maxwell serves on the boards of American DG Energy Inc. and Daleco Resources. Director Miller is also on the boards of the Offshore Energy Center, Petroleum Equipment Suppliers Association, Spindletop International, and is a member of the National Petroleum Council. Mr. Keating is a former Governor of Oklahoma, who served two terms beginning in 1994.

CEO Compensation. Mr. Aubrey K. McClendon serves as Chairman of the Board and CEO of Chesapeake Energy. Mr. McClendon earned an impressive $100,069,201 in total compensation for 2008, substantially up from his 2007 compensation of $18,764,484. His fees comprise of a $975,000 salary, bonus amounting to $79,951,000, stock awards of $20,342,384, and other compensation of $1,800,817. Chesapeake paid $648,096 for Mr. McClendon's personal use of the company aircraft and $12.1 million for a collection of historical maps of the American Southwest. Chesapeake's second highest paid executive was Mr. Jacobson, Executive Vice President of Acquisitions and Divestitures, who earned $12,089,727, which includes $168,417 for personal use of the company aircraft. Additionally, CFO Marcus Rowland's compensation included $809,744 for personal use of the company aircraft

Full post as published by The Race to the Bottom on May 22, 2009 (boomark / email).