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Chesapeake Energy defends new director

Chesapeake Energy Corp. defended its newest director, Thomas L. Ryan, in a letter to shareholder after two advisory group's recommended voting against him at next week's annual meeting.
BY JAY F. MARKS Published: June 6, 2013

Chesapeake Energy Corp. has remade itself over the past year after concerns about its corporate governance led to an investor uprising, but that doesn't mean the company is without obstacles heading into next week's annual meeting.

Two shareholder advisory services have recommended voting against Chesapeake's newest director, Service Corp. International CEO Thomas L. Ryan. One of the advisory firms also opposes the company's executive compensation plan.

Ryan, 47, was appointed last month after Louis A. Simpson resigned, but Institutional Shareholder Services Inc. and Glass, Lewis and Co. LLC contend he has too many other obligations to adequately serve Chesapeake's shareholders.

Ryan is a director for Texas Industries Inc. and Weingarten Realty Investors, as well as his own company.

“Directors with full-time jobs have even less time to devote to outside board directorships,” according to the ISS report. “A CEO, for example, cannot reasonably be expected to serve on more than two public boards at one time in addition to his or her full-time duties as chief executive.”

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