Chesapeake Energy Corp. confirmed Thursday it is treating CEO Aubrey McClendon's impending departure as a termination without cause, not a retirement.
The difference could be called a matter of semantics, but it is worth up to $60 million to McClendon.
McClendon, who co-founded the company with former partner Tom Ward in 1989, would owe Chesapeake about $11.25 million if he retired, according to regulatory filings. The amount represents the balance on McClendon's $75 million bonus from 2008.
Instead he is due to receive about $47 million in severance pay, benefits and accelerated equity compensation since his separation from the company is treated as a termination without cause under his employment agreement.
“He will be entitled to termination compensation and benefits accordingly,” the company said Thursday in a filing to the U.S. Securities and Exchange Commission.
Chesapeake spokesman Michael Kehs said the $11.25 million payback does not apply to McClendon's departure from the company.
“This was a mutual decision between Mr. McClendon and the board that Mr. McClendon would retire from the company,” Kehs said Thursday. “Under the specific terms of his contract, there was no recoupment unless Mr. McClendon unilaterally decided to leave the Company or was terminated with cause; neither situation applied here.”
Chesapeake's 2012 proxy detailed several scenarios under which McClendon might leave the company, including termination with cause, termination without cause, retirement, incapacitation and death.
Each of those scenarios has a different payment amount attached to it.
Oppenheimer analyst Fadel Gheit said it appears Chesapeake tried to dress up McClendon's departure in deference to his time at the company he co-founded.
“He obviously did not leave on his own,” Gheit said. “He was pushed out. He was terminated.”