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.

2022 Named Executive Officers

*Mr. Wichterich resigned as Executive Chairman on December 31, 2022, but continues to serve as Chairman of the Board.

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 and liquids assets, including interests in approximately 8,400 gross natural gas and oil wells.

In 2022, we solidified 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 extended our depth of premium inventory in both basins through the acquisitions of Vine, which closed in late 2021, and Chief which closed in the first quarter of 2022. Additionally, we sold our Powder River Basin assets in Wyoming for approximately $450 million and announced our intention to exit our Eagle Ford position, which to date has generated $2.8 billion in gross proceeds from two transactions.

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, low carbon energy.

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 continuous improvement through engineering innovation and planning enhances margins, increases free cash flow, and allows us to return more cash to our shareholders than our domestic gas peers.

Deep, Attractive Inventory

The premium rock, returns and runway of our natural gas portfolio combined with best-in-class execution position Chesapeake to deliver sustainable results and returns.

We are committed to protecting our country’s natural resources and reducing 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.

Premier Balance Sheet

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.