Chesapeake Energy Corp. announced five new independent directors Thursday morning, a day ahead of the self-imposed deadline.
The new shareholder-appointed members to the nine-member board fulfill a promise the company made earlier this month in the wake of increasing shareholder anger over board oversight.
Archie W. Dunham, former chairman of ConocoPhillips and former CEO of Conoco, is the new independent nonexecutive chairman. The company said Dunham has had no previous relationship with Chesapeake. Dunham becomes the second chairman in Chesapeake history, replacing co-founder Aubrey McClendon, who will remain CEO and a member of the board.
“I am honored to join the Chesapeake board in the new role of independent nonexecutive chairman, and I am excited about the exceptional opportunities ahead for this high-potential company,” Dunham said. “Under Aubrey's leadership, Chesapeake has built an extraordinary portfolio of natural gas and oil assets in creating one of the world's leading energy companies.
“As I evaluated this opportunity, I was attracted by the clear mandate to provide strong oversight while working closely with the company's exceptional management team, talented employees and reconstituted board in a situation where we have the opportunity to create substantial value for all shareholders in the years to come.”
McClendon praised the appointments.
“I am pleased to welcome Archie Dunham to Chesapeake's board and look forward to working with him, our continuing board members and our new board members Bob Alexander, Brad Martin, Fred Poses and Vince Intrieri, in our common mission to deliver to our shareholders the substantial net asset value we have created in the past seven years as Chesapeake has helped lead the unconventional resource revolution in the energy industry,” McClendon said. “Archie is extraordinarily well regarded both inside and outside of the industry, and we are confident he is the right person to lead our board as we complete the transition from the asset identification and capture phase of Chesapeake's history to now harvesting those assets.”
Southeastern Asset Management, Chesapeake's largest shareholder, proposed three of the new directors: Alexander, founder and former CEO of Alexander Energy Corp.; Martin, former chairman and CEO of Saks Inc.; and Poses, CEO of Ascend Performance Materials. Activist investor Carl Icahn named associate Intrieri to the board.
The new directors replace Richard K. Davidson, Kathleen M. Eisenbrenner, Frank Keating and Don Nickles, who have resigned and Charles T. Maxwell who retired at the company's annual meeting on June 8.
Davidson and Oklahoma State University President Burns Hargis submitted their resignations June 8 after each received less than 30 percent of the vote on their re-election bid at Chesapeake's annual meeting. The board accepted Davidson's resignation.
Hargis will remain on the board at least until he can complete his role in the review of the financing arrangements between McClendon and companies and individuals who have done business with Chesapeake. Upon completion of the review, the board will revisit Hargis' resignation, the company said Thursday.
The remaining Chesapeake directors are McClendon; Louis A. Simpson, who was proposed by Southeastern Asset Management in 2011 and will become chairman of Chesapeake's nominating and governance committee; and Merrill A. “Pete” Miller, who had been Chesapeake's leading independent director. That position has been eliminated, leaving Miller as chairman of the board's compensation committee.