Chesapeake Agrees to Replace Four Directors

The board of directors of Chesapeake Energy Corp. (NYSE: CHK) has agreed to demands from its two largest shareholders, Southeastern Asset Management and Carl Icahn, to replace four of its independent directors. Southeastern will propose three of the new directors and Icahn will designate the fourth. The board will be reconstituted on or before June 22nd and total board membership will remain at nine.

CEO Aubrey McClendon is the only non-independent director on Chesapeake’s board. The other eight are all considered independents. Here’s the list:

Two former politicians – Former governor and US Senator Frank Keating, a director since 2003, and former US senator Don Nickles, a director since 2005.

Two retired CEOs – Lou Simpson, former CEO of Geico Insurance Co. (part of Berkshire Hathaway Inc. (NYSE: BRK-A)), and Richard Davidson, former chairman and CEO of Union Pacific Corp. (NYSE: UNP), a director since 2006.

One university president – V. Burns Hargis, President of Oklahoma State University, and a Chesapeake director since 2008.

Three energy company executives – Lead independent director Merrill A. “Pete” Miller Jr., CEO and chairman of National Oilwell Varco Inc. (NYSE: NOV) and a director since 2007; Charles Maxwell, a senior energy analyst among other accomplishments, and a director since 2002; and Kathleen Eisbrenner, a director since 2010 and currently CEO of Next Decade, a company founded in 2010 to promote the development of an export market for US liquefied natural gas.

So which of the eight will go? Chesapeake probably won’t let go of both politically connected members Nickles and Keating, but one should go and that one is likely to be Keating. Eisbrenner, the most recent addition to the board, could also go and not be missed.

University presidents are popular on corporate boards, but add little except a public relations gloss. Hargis could go and not be missed either. And one of the two retired CEOs is another likely loser when the music stops — perhaps Simpson.

Lead independent director Pete Miller is probably safe, unless he’s just fed up with the whole mess and wants out. Davidson, Maxwell, and Nickles remain, along with McClendon. The company is also adding a non-executive Chairman, “who will have no previous substantive relationship with Chesapeake, will be confirmed by the reconstituted Board and will be acceptable to Southeastern and Mr. Icahn.”

Chesapeake’s annual shareholders meeting is scheduled for this Friday and the more changes could be on the way, including majority voting in director elections. Shares in Chesapeake are up more than 3% in the pre-market at $16.08 in a 52-week range of $13.32-$35.75.

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Paul Ausick