12 // CHESAPEAKE ENERGY CORPORATION Sarah A. Emerson Independent Director since February 2021 Energy Security Analysis, Inc., President, and ESAI Energy, LLC, Managing Principal, 2009 – Present Age: 61 PRIOR BUSINESS EXPERIENCE Energy Security Analysis, Inc., 1986 – 2009, various research and consulting positions OTHER POSITIONS Center for Strategic and International Studies (CSIS), Senior Associate Harvard University, Kennedy School, Senior Fellow Johns Hopkins University Nitze School of Advanced International Studies, Advisory Council of the Energy Resources and Environment Program EDUCATION Cornell University, BA Government Johns Hopkins University Nitze School of Advanced International Studies, MA Brian Steck Independent Director since February 2021 WhiteOwl Energy LLC, Co-Founder and CEO, March 2022 – Present Age: 56 PRIOR BUSINESS EXPERIENCE Mangrove Partners, Partner, 2011 – 2020 The Laurel Group, LLC, Founder and Managing Member, 2009 – 2011 Tisbury Capital, Head of U.S. Equities, 2006 – 2008 K Capital LLC, Partner, 2000 – 2005 UBS Group AG (NYSE: UBS) and predecessor entities, Global Co-Head of Equity Hedge Fund Coverage and various equity derivative and risk management positions, 1990 – 2000 PRIOR PUBLIC COMPANY BOARDS Civitas Resources, Inc. (NYSE: CIVI), formerly Bonanza Creek, Inc. (NYSE: BCEI) California Resources Corporation (NYSE: CRC) Ranger Oil Corporation (Nasdaq: ROCC) EDUCATION University of Illinois at Urbana-Champaign, BS Engineering Matthew M. Gallagher Independent Director since February 2021 Greenlake Energy, LLC, President and CEO, and NGP Energy Capital Management, LLC, Venture Partner, January 2021 – Present Age: 40 PRIOR BUSINESS EXPERIENCE Parsley Energy Inc. (NYSE: PE) President and CEO, 2019 – 2021 President and COO, 2017 – 2019 VP and COO, 2014 – 2017 Various senior management and engineering positions, 2010 – 2014 Pioneer Natural Resources, various engineering and management positions, 2005 – 2010 CURRENT PUBLIC COMPANY BOARD Pioneer Natural Resources Company (NYSE: PXD) PRIOR PUBLIC COMPANY BOARDS Parsley Energy Inc. (NYSE: PE) OTHER POSITIONS Tap Rock Resources, LLC, Director EDUCATION Colorado School of Mines, BS Petroleum Engineering 23-2075-2 C2.1 P14

GOVERNANCE // 13 How We Maintain a Board that is Right for Chesapeake Our Board of Directors Board Composition We believe that Chesapeake shareholders benefit when there is a mix of experienced directors with a deep understanding of the Company and others who bring a fresh perspective. The Nom-inating and Corporate Governance Committee (the “Nominat-ing Committee”) is charged with reviewing the composition of the Board and refreshing the Board as appropriate. With this in mind, the committee periodically reviews potential candidates and recommends nominees to the Board for approval. We be-lieve that the Chesapeake Board is desirable for director candi-dates, which allows us to recruit talented directors. IMPORTANT FACTORS IN ASSESSING BOARD COMPOSITION The Nominating Committee strives to maintain an engaged, independent Board with broad and diverse experience and judgment that is committed to representing the long-term interests of our shareholders. The committee considers a wide range of factors when selecting and recruiting director candi-dates, including: Ensuring an experienced, qualified Board with expertise in areas relevant to Chesapeake. The Nominating Committee seeks directors who have held significant leadership positions and who have experience in the finance, environmental, risk management, global business, investing, government and the E&P industry in which we compete, as described below. Annual assessment of Board effectiveness. The Board annually assesses its effectiveness through a process led by the Chair-man of the Board and the Chair of the Nominating Committee. See “How We Evaluate the Board’s Effectiveness” on page 22. DIRECTOR RETIREMENT POLICY The Board has also established a mandatory retirement policy for directors requiring retirement at the Company’s next annual meeting following the director’s 80th birthday. The Board oversees the interests of shareholders and other stakeholders in the long-term health and the overall success of our business and its financial strength. The Board serves as the ultimate decision-making body, except for those matters reserved to or shared with shareholders. The Board selects and oversees the members of senior management, who are charged by the Board with conducting our business. DIRECTOR RECRUITMENT PROCESS Candidate Recommendations • From shareholders, management, directors, search firms and contractual arrangements Nominating Committee • Engages executive search firms to assist in director search process • Discusses and interviews candidates • Reviews qualifications, experience and expertise, regulatory requirements and diversity • Recommends nominees Board • Discusses and analyzes qualifications and independence, and selects nominees Shareholders • Vote on nominees at annual shareholders meeting DIRECTOR “MUST-HAVES” • Highest personal and professional ethics • Integrity and values • A passion for learning • Inquisitive and objective perspective • A sense for priorities and balance The Chairman presides at all meetings of the Board, as well as executive sessions of non-employee directors, and, in consul-tation with non-employee directors, our CEO and management, establishes the agenda for each Board meeting. The Board has also delegated certain matters to its four committees, each of which is chaired by an independent director. The Board believes that this leadership structure provides an effective governance framework at this time. 23-2075-2 C2.1 P15

GOVERNANCE // 15 SKILLS AND EXPERIENCE INDEPENDENCE 5 Directors are independent FINANCIAL EXPERTISE 3 All Audit Committee members qualify as financial experts TENURE (as of 2023 Annual Meeting) 100% 3 years or less 2.2 Average tenure (years) AGE DIVERSITY 53 Average age 71% Younger than 60 80 CHESAPEAKE POLICY: retirement age Joined the Board Wichterich Dell’Osso Duncan Duster Emerson Gallagher Steck Left the Board Lawler (May 2021) BOARD REFRESHMENT (since February 2021) Enhancing the Board’s Diversity of Background Our goal is to assemble and maintain a Board composed of individuals that not only bring a wealth of business and/or technical ex-pertise, experience and achievement, but that also demonstrate a commitment to ethics in carrying out the Board’s responsibilities with respect to oversight of the Company’s operations. We believe our current Board reflects these principles and our commitment to diversity. In this regard, one of our directors is female and one is African American, and they hold critical leadership positions on our Board as Chairs of the ESG Committee and Audit Committee, respectively. GENDER RACIAL/ETHNIC DIVERSITY GENDER & RACIAL/ETHNIC DIVERSITY 14% of director nominees self-identify as women 14% of director nominees self-identify as racially/ ethnically diverse 29% of director nominees self-identify as gender and racially/ethnically diverse BOARD MEMBERS All of our director nominees (listed under “Election of Directors,” beginning on page 10) other than two directors, Mr. Dell’Osso, our CEO, and Mr. Wichterich, who served as our Executive Chair-man during 2022, are independent. The Board’s guidelines. For a director to be considered indepen-dent, the Board, through its Nominating Committee, must deter-mine that he or she does not have any relationship that, in the opinion of the Board, would interfere with his or her independent judgment as a director. The Board’s guidelines for director inde-pendence conform to the independence requirements in the list-ing standards of the Nasdaq Stock SplitMarket. In addition to apply-ing these guidelines, the Board considers all relevant facts and circumstances when making an independence determination. How We Assess Director Independence Applying the guidelines in 2022. In determining director inde-pendence, the Board considered relevant transactions, relation-ships and arrangements in assessing independence, including relationships among Board members, their family members and the Company in 2020, 2021, 2022 and the 2023 first quarter, as described below under the caption: “Relationships and Transac-tions Considered for Director Independence.” In accordance with our Corporate Governance Principles and the listing standards of the Nasdaq Stock Market, the Nominating Committee deter-mined that all transactions and relationships it considered during its review were not material transactions or relationships with the Company and did not impair the independence of any of the independent directors. 23-2075-2 C2.1 P17

16 // CHESAPEAKE ENERGY CORPORATION TRANSACTIONS WITH RELATED PERSONS The Company has adopted a written related party transaction policy with respect to any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which: (1) the aggregate amount involved will or may be expected to exceed $120,000; (2) the Company is a participant; and (3) any of its currently serving directors and executive officers, or those serving as such at any time since the beginning of the last fiscal year, or greater than 5% shareholders, or any of the immediate family members of the foregoing persons, has or will have a direct or indirect material interest. The Audit Committee reviews and approves all interested transactions, as defined above, subject to certain enu-merated exceptions that the Audit Committee has determined do not present a “direct or indirect material interest” on behalf of the related party, consistent with the rules and regulations of the SEC. Such transactions are subject to the Company’s Code of Business Conduct. Certain transactions with former executive officers and directors that fall within the enumerated exceptions are reviewed by the Audit Committee. The Audit Committee approves or ratifies only those transactions that it determines in good faith are in, or are not inconsistent with, the best interests of the Company and its shareholders. Director/ Nominee Organization/ Individual Relationship Transactions Size for Each of Last Three Years All directors Various charitable organizations Director or Trustee Charitable donations <1% of organization’s revenues Relationships and Transactions Considered for Director Independence COMMITTEE MEMBERS All members of the Audit Committee, Compensation Committee and Nominating Committee must be independent, as defined by the Board’s Governance Principles. • Heightened standards for Audit Committee members. Under a separate SEC independence requirement, Audit Committee mem-bers may not accept any consulting, advisory or other fee from Chesapeake or any of its subsidiaries, except compensation for Board service. • Heightened standards for members of the Compensation and Nominating Committees. As a policy matter, the Board also applies a separate, heightened independence standard to members of the Compensation and Nominating Committees: no mem-ber of either committee may be a partner, member or principal of a law firm, accounting firm or investment banking firm that accepts consulting or advisory fees from Chesapeake or a subsidiary. In addition, in determining that Compensation Committee members are independent, Nasdaq Stock Market rules require the Board to consider their sources of compensation, including any consulting, advisory or other compensation paid by Chesapeake or a subsidiary. The Board has determined that all members of the Audit, Compensation and Nominating Committees, as well as the ESG Committee, are independent and, where applicable, also satisfy these committee-specific independence requirements. 23-2075-2 C2.1 P18

GOVERNANCE // 17 Director Candidate Recommendations The Nominating Committee will consider all shareholder recommendations for director candidates, evaluating them in the same manner as candidates suggested by other directors or third-party search firms (which the Board may retain from time to time, to help identify potential candidates). COMPLYING WITH REGULATORY REQUIREMENTS AND THE BOARD’S INDEPENDENCE GUIDELINES The Nominating Committee considers regulatory requirements affecting directors, including potential competitive restrictions and financial institution management interlocks. It also looks at other positions the director has held or holds (including other board memberships), and the Board reviews director independence, as set forth above under the caption “How We Assess Director Inde-pendence” on page 15. HOW YOU CAN RECOMMEND A CANDIDATE To recommend a candidate for our Board, write to the Nominating Committee, c/o Benjamin E. Russ, Executive Vice President – General Counsel and Corporate Secretary, Chesapeake Energy Corporation, 6100 N. Western Avenue, Oklahoma City, OK 73118, and include all information that our Bylaws require for director nominations. How We Assess Board Size The Nominating Committee takes a fresh look at Board size each year. Our Common StockBylaws currently provide for a minimum of three direc-tors and a maximum of ten directors, and our Board currently consists of seven directors. Although the Board may consider nominating and appointing additional directors during the com-ing year (consistent with our Governance Principles and the con-siderations mandated by the Nominating Committee Charter), the Nominating Committee believes that the Board’s current size (seven directors) is appropriate, particularly given the range of director views and backgrounds to reflect the diversity and complexity of the businesses and markets in which we operate. This size also is consistent with our historical approach. Over the last 15 years, we have had between six and ten directors, a range the committee believes has served the Company and its share-holders well. Board Accountability to Investors 4x+/year Executive sessions at beginning and end of each quarterly Board meeting and periodically at other meetings 40 Board and Committee meetings in 2022, with near perfect 98.8% overall attendance (100% of committee members are independent) 4x+/year Visits to Chesapeake business by each director Annual Review of committee charters and assessment of Board leadership structure INDEPENDENT BOARD LEADERSHIP Annual director elections with majority voting standard Proxy access at 3%, 3 years, 25% of Board Quarterly review of investor views and feedback Periodic independent director meetings with investors + + + 23-2075-2 C2.1 P19

18 // CHESAPEAKE ENERGY CORPORATION Tone at the Top — Our Core Values Our Board has established a “tone at the top” that forms the foundation of the Board’s and management’s leadership and commit-ment to openness, honesty, integrity and ethical behavior. The cornerstone of our tone at the top is found in our core values, which serve as the foundation for all of our activities and provide the lens through which we evaluate every decision we make. Our core values are expected to be followed by all levels of management and thereby generate a commitment to honesty, integrity and ethics that permeates all levels of the organization. We believe that, by living our core values, we are building a stronger, more prosperous Chesapeake for all of our shareholders. Integrity and Trust WE WILL: • Be truthful and ethical • Acknowledge errors and be accountable for results • Do what we say we will do WE WILL NOT: • Place personal gain above Chesapeake • Mislead anyone regarding our business Respect WE WILL: • Protect our employees, stakeholders and the environment • Appreciate different behavioral styles and seek out different opinions • Promote inclusion and the diversity of thoughts and ideas WE WILL NOT: • Place hierarchy over our values • Accept individual recognition for collective efforts • Let our differences divide us Transparency and Open Communication WE WILL: • Be clear in our business strategies • Work with a “One Chesapeake” mindset and share best practices WE WILL NOT: • Exaggerate our performance • Work with a “What’s In It For Me” mindset • Allow silo thinking and guarded information sharing to disrupt innovation Commercial Focus WE WILL: • Be investment advisors • Be stewards of corporate resources and the environment • Take prudent risks, employing innovative ideas and technology WE WILL NOT: • Be “users” of Chesapeake • Take short-term risks that compromise long-term value Change Leadership WE WILL: • Elevate innovative solutions • Pursue continuous development and improvement • Seek to deliver more than what is expected • Reward risk taking and learn from failures WE WILL NOT: • Elevate problems without solutions • Be satisfied with status quo 23-2075-2 C2.1 P20

20 // CHESAPEAKE ENERGY CORPORATION The chart and disclosure below explain the purpose of each level of hierarchy in our leadership structure and provide additional detail on composition, meetings and activities of the Board. More detail with regard to the composition, meetings and activities of each of the committees can be found below under “Board Committees” on page 23. AUDIT COMMITTEE Purpose: Oversee financial reporting, legal compliance, internal and external audit functions and risk manage-ment systems COMPENSATION COMMITTEE Purpose: Establish and oversee compensation policies and standards that effectively attract, retain and motivate executive officers to achieve strategic and financial goals ESG COMMITTEE Purpose: Oversee ESG poli-cies, programs and practices relating to climate change, alternative energy/natural resources, safety and diversity matters NOMINATING AND CORPORATE GOVERNANCE COMMITTEE Purpose: Oversee corporate governance structure and practices, Board composi-tion and performance and corporate social responsibility matters CHESAPEAKE BOARD OF DIRECTORS Purpose: Promote the long-term success of Chesapeake for its shareholders and ensure proper oversight of management CHAIRMAN OF THE BOARD Purpose: Leads our Board and sets the tone for the Board’s culture, ensuring Board effectiveness and responsiveness to Chesapeake’s shareholders. Oversees the scheduling, preparation and agenda for each Board meeting, including executive sessions of non-employee directors, which take place at least quarterly. Members: 7 Independent: 5 2022 Meetings: 12 Responsibilities and Significant Events: • Culture of financial and managerial oversight, Board accountability and risk management • Maintain “best practice” corporate governance initiatives and accountability measures, including Board declassification, proxy access, no supermajority voting provisions and separation of Chairman and CEO roles • Development of corporate strategy focused on financial discipline and generation of operating efficiencies from captured resources • Oversee and evaluate opportunities to improve margins and liquidity, while maintaining a strong balance sheet, including: – Mergers and acquisitions – Asset sales – Capital allocation – Disciplined utilization of assets to generate operating scale, free cash flow and improved margins – Entering/renegotiating long-term, high-value contracts, including GP&T agreements – Return of capital through cash dividends and equity repurchases via open market and/or negotiated transactions – Credit facility amendments – Hedging activities • Development of an executive compensation plan that appropriately ties executive pay to Company performance • Full Board review and evaluation of significant Company risks at each regular meeting, including commodity prices, significant ESG issues and enterprise risk management • Oversee and monitor workplace safety and environmental matters 23-2075-2 C2.1 P22

GOVERNANCE // 21 Outside of formal Board and committee meetings, management frequently discusses matters with directors on an informal basis. Non-employee directors meet in executive sessions, without management, before and after each regularly scheduled Board meeting. Messrs. Wichterich and Gallagher preside over all executive sessions. Each director attended, either in person or by telephone conference, at least 95% of the Board and committee meetings held while serving as a director or committee member in 2022. We expect all serving directors to attend annual meetings of shareholders. WHY OUR BOARD LEADERSHIP STRUCTURE IS APPROPRIATE FOR CHESAPEAKE Our leadership structure allows the CEO to speak for Chesapeake’s management, while providing for effective independent Board oversight led by our Chairman and lead independent director. Our CEO, Chairman and lead independent director work together to focus the independent directors’ attention on the issues of greatest importance to the Company and its shareholders. HOW WE SELECT THE CHAIRMAN The Nominating Committee considers feedback from our Board members as part of an annual self-assessment, and then makes a recommendation to the Board. Acting on this recommendation, the independent directors elected Mr. Wichterich as the Chairman and Mr. Gallagher as lead independent director. RESPONSIBILITIES OF THE CHAIRMAN The Chairman focuses on optimizing the Board’s processes and ensuring that the Board is prioritizing the right matters. Specifically, he has the following responsibilities (and may also perform other functions at the Board’s request), as detailed in the Board’s Gover-nance Principles:* 1 Board leadership Chairs all Board meetings 2 Oversight of all meetings Oversees quarterly Board meetings and calls additional Board or independent director meetings as needed 3 Leadership of executive sessions Leads executive sessions of the Board, without any management directors or Chesapeake employees present (unless invited), which are held at each quarterly Board meeting and as needed at other periodic meetings (in addition to the numerous informal sessions that occur throughout the year) 4 Serves as liaison between CEO and independent directors Regularly meets with and serves as liaison between the CEO and independent directors 5 Shareholder communications Makes himself available for direct communication with our major shareholders 6 Board discussion items Works with the independent directors/committee chairs, CEO and management to propose a quarterly schedule of major Board discussion items 7 Board agenda, schedule and information Approves the agenda, schedule and information sent to directors 8 Board governance processes Works with the Nominating Committee to guide the Board’s governance processes, including succession planning and the annual Board self-evaluation 9 Board leadership structure review Oversees the Board’s periodic review and evaluation of its leadership structure 10 Evaluation of CEO Oversees annual CEO evaluation 11 Committee chair and member selection Advises the Nominating Committee in choosing committee chairs and membership *If the Chairman is unavailable, the lead independent director performs these functions. 23-2075-2 C2.1 P23

22 // CHESAPEAKE ENERGY CORPORATION BOARD/COMMITTEE MEETINGS Board members had near perfect attendance at Board and com-mittee meetings held during 2022, as summarized in the chart below, with each director attending at least 95% of the meetings held by the Board and committees on which the member served during the period the member was on the Board or committee. Director Attendance ANNUAL SHAREHOLDERS MEETING Pursuant to our Corporate Governance Guidelines, directors are expected to attend the Annual Meeting. All of our directors attended the 2022 annual meeting of shareholders. As dictated by our core values (as discussed above), the Board has established a boardroom culture that results in informed deci-sions through meaningful and robust discussion, where views are readily challenged based on each director’s diverse background and opinions. The directors are expected to, and do, ask hard questions of management. Each member of the Board is committed to maximizing shareholder value and promoting shareholder interests. The Board’s key areas of focus are on our strategy and vision, enhancing financial and management oversight, Board accountability and risk management. The Board has demonstrated its focus through the following actions: • Development of a corporate strategy focused on financial discipline, operating efficiencies and the generation of free cash flow, particularly in an era of challenging commodity prices • Approval and execution of proposals to implement leading corporate governance practices related to Board accountability, includ-ing Board declassification, proxy access and removal of supermajority voting provisions • Development of an executive compensation program that appropriately ties short-term executive pay to short-term goals and long-term pay to the Company’s stock performance and other long-term metrics (see “Executive Compensation — Compensation Discussion and Analysis” on page 32) • Full Board review and evaluation of significant Company risks at each regular meeting, including commodity price and HSER risks (see “How We Oversee and Manage Enterprise Risk” on page 25) Board Culture and Focus How We Evaluate the Board’s Effectiveness ANNUAL EVALUATION PROCESS Each year, directors complete written assessments and the Chair of the Nominating Committee interviews each director to obtain his or her assessment of director performance, Board dynamics, and the effectiveness of the Board and its committees. The Chairman summarizes the directors’ assessments for discussion at executive sessions of the Board and its committees. For more information on this evaluation process, see the Nominating Committee’s Charter and the Board’s Corporate Governance Principles, which are avail-able on our website at https://www.chk.com/documents/governance/nominating-committee-charter.pdf and https://www.chk.com/ documents/governance/corporate-governance-principles.pdf, respectively. 0 2 6 10 12 Board Audit Compensation ESG Number of meetings in 2022 Near perfect overall attendance Nominating 99% 100% 95% 100% 4 8 100% 98.8% 0 2 6 10 12 Board Audit Compensation ESG Number of meetings in 2022 Near perfect overall attendance Nominating 99% 100% 95% 100% 4 8 100% 98.8% BOARD/COMMITTEE ATTENDANCE Each director nominee attended at least 95.2% of the meetings of the Board and committees on which he or she served in 2022. 23-2075-2 C2.1 P24

GOVERNANCE // 23 COMMITTEE CHARTERS COMMITTEE COMPOSITION COMMITTEE OPERATIONS COMMITTEE RESPONSIBILITIES Each committee has a charter that can be found on our website at chk.com/about/ board-of-directors. Each committee member satisfies Nasdaq’s and Chesapeake’s definitions of an “independent director,” and all three members of the Audit Committee are “audit committee financial experts” (as defined under SEC rules), in each case as determined by the Board. Each committee meets quar-terly, and periodically as need-ed throughout the year, reports its actions and recommenda-tions to the Board, receives reports from senior manage-ment, annually evaluates its performance and has the authority and funding to retain outside advisors. Committee chairs have the opportunity to call for executive sessions at each meeting. The primary responsibilities of each committee are listed below (and committee responsibilities relating to risk oversight are described under “How We Oversee and Manage Enterprise Risk” on page 25). For more detail, see the committee charters on our website. A significant portion of the Board’s oversight responsibilities is carried out through its four standing committees, each of which is composed solely of independent non-employee directors. A biographical overview of the members of our committees can be found under “Election of Directors” beginning on page 10. Board Committees AUDIT Benjamin C. Duster, IV Chair Members: 3 // Independent: 3 // 2022 Meetings: 8 Audit Committee Financial Experts: 3 Key Oversight Responsibilities: • Independent auditor engagement • Integrity of financial statements and financial disclosure • Financial reporting and accounting standards • Disclosure and internal controls • Enterprise risk management program • Compliance with legal and regulatory requirements • Oversight of corporate compliance and Director of Internal Audit, who reports directly to the Audit Committee • Compliance and integrity programs • Internal audit functions • Employee/vendor anonymous hotline • Cybersecurity • Related party transactions Members: Benjamin C. Duster, IV, Chair † Timothy S. Duncan † Matthew M. Gallagher † † Audit Committee Financial Expert COMPENSATION Brian Steck Chair Members: 3 // Independent: 3 // 2022 Meetings: 7 Key Oversight Responsibilities: • Oversight of compensation plans that attract, retain and motivate executive officers and employees • Implementation of executive compensation plan with appropriate goals and objectives • CEO and senior executive performance evaluation • Incentive compensation programs, including the Long-Term Incentive Plan • Broad-based plans available to all employees, including 401(k) plan and health-benefit plans • Compensation of non-employee directors • Establishment and monitoring of compliance with share own-ership guidelines applicable to executive officers and directors Members: Brian Steck, Chair Timothy S. Duncan Benjamin C. Duster, IV 23-2075-2 C2.1 P25

24 // CHESAPEAKE ENERGY CORPORATION NOMINATING Matthew M. Gallagher Chair Members: 2 // Independent: 2 // 2022 Meetings: 4 Key Oversight Responsibilities: • Director recruitment and evaluation, with emphasis on diversity • Corporate governance principles, policies and procedures — evaluation, oversight and implementation • Size and sufficiency of Board and committees • Board committee structure and membership • Annual Board self-assessment and evaluation • Shareholder engagement program • Conflict of interest reviews • Corporate social responsibility • Political spending and lobbying • Charitable donations Members: Matthew M. Gallagher, Chair Sarah A. Emerson ESG Sarah A. Emerson Chair Members: 3 // Independent: 3 // 2022 Meetings: 5 Key Oversight Responsibilities: • Oversight of environmental and social governance (ESG) policies, programs and practices relating to climate change, natural resource and safety matters • Oversight of corporate responsibility/sustainability report • Identification and evaluation of legislative, regulatory, judicial and political trends relating to ESG • Monitor and oversee environmental, health and safety performance, including the development of metrics and targets and their integration into business plans • Monitor scientific, medical and technological developments and evolving industry standards and their impact on the Company’s environmental, health and safety policies and procedures • Review environmental, health and safety incidents and regulatory compliance • Oversight of diversity and inclusion programs, particularly with respect to corporate culture, talent recruitment, development and retention Members: Sarah A. Emerson, Chair Timothy S. Duncan Brian Steck 23-2075-2 C2.1 P26

GOVERNANCE // 25 Committee Oversight Certain matters related to risks inherent in their respective areas of oversight are delegated to the various Board committees, with each committee reporting to the Board at each regular Board meeting, as indicated below: AUDIT COMMITTEE COMPENSATION COMMITTEE ESG COMMITTEE NOMINATING COMMITTEE • Financial statements, systems and reporting • Enterprise risk management program/process • Independent auditor • Compliance with legal and regulatory requirements and legal/regulatory proceedings • Internal audit (Director of Internal Audit reports directly to the Chair of the Audit Committee) • Hotline monitoring of anonymous reporting of questionable activity • Related party transactions, conflicts of interest and Code of Business Conduct • Cybersecurity • Compensation programs, primarily to ensure that compensation incentives: – Promote responsible business decisions that are in line with shareholder interests – Do not promote excessive risk taking • Management retention and development • Climate change and related risks • Annual corporate responsibility/sustainability report • ESG legislative, regulatory and political trends • Scientific, medical and technological developments • Environmental performance and regulatory compliance • Health and safety incidents • Employee diversity, equity and inclusion • Board composition • Director independence • Company’s leadership structure • Succession planning • Corporate governance policies and procedures • Corporate social responsibility • Shareholder concerns and outreach programs How We Oversee and Manage Enterprise Risk Board Oversight The Board has primary responsibility for risk oversight. The Board believes it is appropriate for the full Board to determine the Com-pany’s risk profile and tolerance for significant risks, such as risks related to commodity price fluctuations and HSER matters. This allows the full Board to analyze the Company’s material risks and influence the Company’s business strategies in light of such risks. The Board regularly reviews and monitors a number of processes at the Board level in order to support our risk management efforts, including the following: • Long-term strategic plans • Capital budget • Capital projects and operational/asset performance • Hedging policy and strategy • Debt management and liquidity • Environmental compliance and sustainability issues • Succession planning • Strategic transactions, acquisitions and divestitures • Capital markets transactions • Oversight of management in carrying out risk management responsibilities Fostering a culture of risk management is a Company priority. Management evaluates the enterprise risk process across the Company on a regular basis to ensure consistency of risk consideration in making business decisions. Internal risk committees, composed of senior management and subject matter experts, have been formed and meet regularly to review and assess the Company’s risk man-agement processes and to discuss and address significant risk exposures. 23-2075-2 C2.1 P27

26 // CHESAPEAKE ENERGY CORPORATION Management Oversight Within this Board and committee risk management framework, our management team is responsible for executing the Board’s risk management program, including the following major risk categories: For more information about specific risks facing the Company, see the “Risk Factors” section of our 2022 Annual Report on Form 10-K. FINANCIAL RISK LEGAL/COMPLIANCE RISK STRATEGIC AND OPERATIONAL RISKS Corporate Accounting, Treasury and Internal Audit Departments Legal and Risk & Compliance Departments ESG, IT and Operations Services Departments Executive Committee and Operations Department Principal responsibility for monitoring financial risks, including financial reporting, internal control matters, liquidity, debt management, commodity and interest rate hedging and credit ratings Principal responsibility for maintaining and monitoring compliance with all corporate policies and procedures, as well as legal and regulatory matters Oversees and monitors compliance efforts related to ESG risks, data governance, information systems and cybersecurity threats Oversees and monitors strategic and operational risks affecting all aspects of our business Investor Outreach We Have a Robust Investor Engagement Program We conduct extensive governance reviews and investor outreach throughout the year. This ensures that management and the Board understand and consider the issues that matter most to our shareholders and enables Chesapeake to address them effectively. HOW THE BOARD RECEIVES DIRECT FEEDBACK FROM MAJOR INSTITUTIONAL INVESTORS We invite major institutional investors to meet periodically with Chesapeake’s independent directors. This complements manage-ment’s investor outreach program and allows directors to directly solicit and receive investors’ views on Chesapeake’s strategy and performance. HOW YOU CAN COMMUNICATE WITH THE BOARD Shareholders and other interested parties may communicate with the Board, either individually or as a group (including only independent directors), through one of the processes outlined on the Company’s website at chk.com/about/board-of-directors. ANNUAL SHAREHOLDERS MEETING WINTER Review feedback from fall meetings with Board members and use it to consider governance and compensation changes and enhance proxy disclosures, when applicable FALL Conduct telephonic meetings between management and our largest investors to assess which topics are of priority SPRING Conduct follow-up conversations with our largest investors to address important annual meeting issues SUMMER Review shareholder votes at our most recent annual meeting and current trends in corporate governance 23-2075-2 C2.1 P28

Advisory Vote to Approve Named Executive Officer Compensation WHAT ARE YOU VOTING ON?

Frequency of IncorporationAdvisory Votes to effect,Approve Named Executive Officer Compensation WHO ARE YOU VOTING FOR? At the 2023 Annual Meeting, you have the opportunity to cast an advisory vote on how often we should include a say-on-pay proposal in our proxy materials for future annual shareholder meetings or any special shareholder meeting for which we must include executive compensation information in the proxy statement for that meeting. Although shareholders may vote to have the say-on-pay vote every year, every two years or every three years, the Board believes that say-on-pay votes should be conducted every year. Our shareholders voted on similar proposals in 2011 and 2017, with the majority voting to hold the say-on-pay vote every year. As described in Proposal 3 above, in accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our shareholders have the opportunity to cast an advisory vote to approve the compensation of our NEOs. This Pro-posal 3 gives shareholders the opportunity to cast an advisory vote on how often we should include a say-on-pay proposal in our proxy materials for future annual shareholder meetings or any special shareholder meeting for which we must include executive compensation information in the proxy statement for that meeting (a “say-on-pay frequency proposal”). Under this Proposal 3, shareholders may vote to have the say-on-pay vote every year, every two years, or every three years. Our shareholders voted on a similar proposal in 2011 and 2017 with the majority voting to hold the say-on-pay vote every year. The Board believes that an annual advisory vote on executive compensation provides shareholders with a frequent and consis-tent opportunity to express their views on our executive compensation as disclosed in our annual proxy statement. It is important to note that our compensation objectives are designed to reward our executives’ both short-term and long-term performance. Accordingly, the Board encourages shareholders to consider our executive compensation practices and the results we achieve over a multi-year horizon. Nonetheless, the Board believes that an annual advisory vote will allow our Compensation Committee to take shareholders’ views into account more quickly than a less frequent vote would allow and to evaluate changes in our share-holders’ views over time as our executive compensation program evolves. As an advisory vote, this proposal is not binding on the Company or the Board. However, the Board values the opinions expressed by shareholders and will consider the outcome of the vote when making future decisions regarding the frequency of conducting say-on-pay votes. It is expected that the next vote on a say-on-pay frequency proposal will occur at the option2029 annual meeting of shareholders. While the Board believes that its recommendation is appropriate at this time, the shareholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preferences, on an advisory basis, as to whether the say-on-pay vote should be held every “1 Year,” “2 Years,” or “3 Years.” Alternatively, shareholders may “abstain” from voting. Your Board recommends a vote FOR one year, thereby permitting shareholders the opportunity to review and approve the compensation of our NEOs every year. PROPOSAL 3 28 // CHESAPEAKE ENERGY CORPORATION 23-2075-2 C2.1 P30

EXECUTIVE COMPENSATION // 29 What is the primary goal of Chesapeake’s executive compensation program? Our primary goal is to attract and retain a talented team while aligning compensation with Company performance and the interests of Chesapeake’s shareholders. Chesapeake’s Long-Term Incentive Program (LTIP), which is the largest component of each NEO’s total compensation, provides the best opportunity to directly align NEO compensation with proven value creation metrics for our share-holders. The three components of our LTIP are settled 100% in Chesapeake’s common stock and of the Board, a reverse stock splittotal, 75% cliff vests after three years. We believe utilizing these components has strengthened our compensation program by further aligning LTIP payouts with the interests of shareholders and providing an incentive to maximize performance. The details behind each component of our common stockLTIP program further demonstrate the committee’s thinking: Taken as a whole, we believe the combination of these three LTI components provides highly competitive compensation when Com-pany performance is excellent, while appropriately offering compensation at or near the bottom of our peer group if results are poor. What do you believe is the greatest challenge in developing the executive compensation program? Effective compensation programs have evolved over the last decade. For the E&P industry, we have moved away from traditional metrics like production and reserve growth to new targets focused on increasing rates of return, efficiencies, profitability and ESG leadership. These changes have been healthy and have allowed energy firms to more effectively attract capital and investments across the broader markets. For us, developing the Annual Incentive Plan (AIP), which is discussed in detail on pages 38 – 42, has proven to be the greatest challenge for the Committee. We wanted the drivers of our short-term compensation to be focused on the right value-creation metrics. Once we established the right metrics, they were carefully weighted to align with our performance objectives. COMPONENT PERCENTAGE PAYOUT DETAILS Absolute TSR PSUs 50% • Payout is based on the Company’s total shareholder return (TSR). – No payout is earned if TSR is negative. – To earn the target payout, the Company’s annual TSR must reach 7.5%. – The maximum payout is achieved if the annualized TSR is equal to or greater than 20%. Relative TSR PSUs 25% • The Committee believes the industry’s traditional way of measuring relative performance (against a reverse stock split ratio ranging from one-for-fifty (1:50)company’s peer group) did not adequately address the broader context of the market’s performance. • As such, in addition to one-for-two hundred (1:200),considering relative performance against an eight-company peer group, the committee also included four broader group indices (O&G, MLP, Industrials and Utilities) when weighing relative performance. • The payout structure is demanding, with no reward for weak performance. – Target payout is possible if Company performance ranks 60% or above. – The maximum payout is only earned if performance reaches the exact ratio as may be determined at a later date bytop 10% of the peer group. RSUs 25% • RSUs make up 25% of our Board, which may abandon the amendment in its discretion before April 13, 2021.compensation program. • The Committee believes this percentage provides added alignment between our management team and shareholders and further instills an ownership orientation throughout our organization. Q&A WITH BRIAN STECK, COMPENSATION COMMITTEE CHAIR 23-2075-2 C2.1 P31

30 // CHESAPEAKE ENERGY CORPORATION Number and Focus of Metrics Commodity Price Exposure • The Committee named nine metrics representing three categories (ESG, cost & efficiency and cash generation) as critical to Chesapeake’s sustainable success. • Additionally, we added a 20% Committee discretion weighting for hard to quantify aspects of leadership and performance. • Given the LTIP is heavily weighted toward absolute returns, and because industry stock performance is highly correlated with commodity prices, we chose to limit direct exposure to commodity prices within our AIP program to a single metric (cash flow generation) with a 20% weighting. Goal Rigor Rewarding/Incentivizing ESG Performance • In determining the minimum and maxi-mum thresholds, the Committee reviewed past and forecasted performance, and identified the drivers for meaningful outperformance or underperformance for each metric. • In several cases, this resulted in stretch targets that require a greater deviation from our central threshold to our maxi-mum payout than to our minimum payout. • One of the Committee’s more interesting issues was determining how to appropriately recognize the critical importance of ESG performance while not undermining other performance-driving metrics. • Ultimately, we settled on a rather novel, but powerful solution by implementing a payout cap directly linked to ESG performance. Should the Company fail to meet the lower threshold for any of our ESG-related metrics, all other AIP metrics will be capped at a payout of 100%. • We believe this feature properly emphasizes the importance of environ-mental and safety-related performance within our organization while also recognizing the full range of criteria that are required to create value for our shareholders. What do you and the other Committee members consider to be the strength of the AIP program? Being a responsible operator is core to Chesapeake’s values and fundamental to our long-term success. Our ESG goals are designed to account for the importance of ESG performance to Chesapeake’s sustainable success as well as our commitment to taking a leadership role in this space. By instituting four “ESG payout gates” centered on areas which we believe to be most impactful to ESG performance — safety, spills, GHG and methane emissions — and by limiting the payout on all other AIP performance metrics should those metrics not be met, we are sending a clear signal to our team and stakeholders the critical nature of this part of our performance. Do you believe that the Committee has succeeded in establishing rigorous AIP goals? Yes. Although the establishment of rigorous goals is an ongoing process, we believe that the Compensation Committee has established rigorous goals, as evidenced by the fact that the AIP paid out at 97% for NEOs in 2022. The best metrics in an AIP plan are highly relevant to performance, easily understood by both employees and investors and less prone to manipulation or unanticipated adverse consequences. This is particularly challenging for a company and an industry navigating a number of significant transitions with performance highly correlated to volatility in commodity prices. To address these challenges, the Committee considered: 23-2075-2 C2.1 P32

EXECUTIVE COMPENSATION // 31 What is the significance of the 20% subjective strategic leadership goals in the AIP? While 80% of our AIP is determined by specific operational, financial and ESG metrics, the 20% subjective strategic leadership goals allow the Compensation Committee to reward performance drivers that are not tied to specific operational metrics and can be difficult to quantify such as judgment, foresight and agility. Given the dynamic nature of the industry, these performance drivers are critically important as the Company adapts to changing market conditions and strategically executes its business. In 2022 and early 2023, management negotiated a number of transactions which were consistent with our long-term corporate strat-egy and serve as prime examples of the performance drivers that strategic leadership goals are designed to capture, including: Brian Steck Compensation Committee Chair • Acquisitions of natural gas assets in the Marcellus from Chief E&D Holdings; • Dispositions of oil-based assets in the Eagle Ford/ Brazos Valley; • Establishing a long-term foothold in the creation of a substantive worldwide LNG market through transactions with Momentum Sustainable Ventures LLC and Gunvor Group Ltd.; • Improved midstream agreements; • Payment of base and variable quarterly dividends equal to $10.88 per share from January 2022 through March 2023; • Repurchase of more than $1.1 billion of common stock; • Limiting potential dilution by retiring outstanding warrants via an exchanging for common stock; and • Entering a new and amended senior secured reserve-based revolving credit facility. These transactions were aligned with our goals of enhancing liquidity, strengthening our balance sheet and generating long-term shareholder returns. What is the next step for the program? Any potential areas for improvement? We have created and implemented a compensation program which we believe appropriately incentivizes value creation, awards per-formance and aligns with stakeholder interests. Our practices will continually evolve and adapt to changes in the market, as well as investor expectations. Given the breadth and depth of the significant changes we have made to date, we are eager to receive feedback from our shareholders and other stakeholders. Based on the ongoing dialogue we have with our investors, we are confident that our practices align with market expectations, however we will always strive to enhance our approach. As our program evolves, future focus areas may include: • Continuing to test and adapt the relevance of our ESG metrics; • Further advancing the rigor of our goals; – We believe this process should be analogous to a ratchet, in which maximum performance thresholds require continuous improvement, wherever relevant, to ensure we continue to pay for improved performance and not simply reward the status quo. • Establishing a more statistical approach in the creation of performance targets, where possible, to help ensure the probability of hitting a maximum or minimum threshold is appropriate. Ultimately, the feedback we receive from our shareholders will play a critical role in the evolution of our program. If you have any ideas for ways to improve our program in future years, please email TalktoBoD@chk.com. 23-2075-2 C2.1 P33

32 // CHESAPEAKE ENERGY CORPORATION 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. 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. Deep, Attractive Inventory Premier Balance Sheet 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. 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. Compensation Discussion 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. *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 strategic 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. 2022 Named Executive Officers Joshua J. Viets Executive Vice President and Chief Operations Officer Appointed February 2022 Domenic J. (“Nick”) Dell’Osso, Jr. President and Chief Executive Officer Mohit Singh Executive Vice President and Chief Financial Officer Benjamin E. Russ Executive Vice President – General Counsel and Corporate Secretary Michael A. Wichterich Executive Chairman* 23-2075-2 C2.1 P34

34 // CHESAPEAKE ENERGY CORPORATION Compensation Committee Philosophy Our Compensation Committee designed our executive officer compensation program to attract, retain and appropriately reward top talent while ensuring strong alignment between executive compensation and performance metrics that directly drive shareholder value. Our Compensation Committee Philosophy: • Follows a pay-for-performance approach designed to pro-vide highly competitive rewards for excellent performance without rewarding mediocrity. • Benchmarks total direct compensation of our NEOs at or around the 50th percentile of the Officer Compensation Peer Group, subject to adjustment based on experience, performance and level of responsibility. • Aligns executive compensation directly with stock perfor-mance through our long-term incentive program (LTIP) that pays out 100% in equity with 50% of the payouts directly aligned to absolute total shareholder returns (aTSR) and 25% aligned with relative total shareholder return (rTSR) against our peer group. • Encourages retention and long-term performance using PSUs with three-year cliff vesting. • Focus annual incentive plan (AIP) metrics on the value drivers and discipline that our shareholders value. • Reinforces high ethical conduct, environmental awareness and safety by requiring ESG gating thresholds to be met before any metric can be earned above target (regardless of performance). • Promotes corporate alignment by applying the compensation program consistently across our Company. • Discourages excess risk by rewarding both short and long-term performance. SALARIES Targeting 50th percentile as performance and experience dictate ANNUAL INCENTIVE PLAN Balancing short-term objectives with long-term goals LONG-TERM INCENTIVE PROGRAM (LTIP) 100% paid in equity 75% performance driven 50% tied to absolute shareholder returns 0% 50% 100% 150% 200% 0% 50% 100% 150% 200% -15% 0% 5% 10% 15% 20% -0- -10% -0- -5% -0- -0- -20% % of Target PSUs Earned % of Target PSUs Earned Absolute TSR (Annualized) 90th + > 30th 40th 50th 60th 70th 80th -0- 20th + < Relative TSR (Percentile) aTSR Target: 7.5% rTSR Target: 60th Outstanding performance is well-rewarded, with PSUs driven by 3-year TSR with 3-year cliff vesting Directly aligned with shareholder outcomes Includes both CEO and NEOs 2022 NEO LTIP 25% RSUs 25% rTSR 50% aTSR 2022 NEO LTIP 23-2075-2 C2.1 P36

EXECUTIVE COMPENSATION // 35 Shareholder Outreach We understand the importance of maintaining a robust shareholder outreach program. The Chairs of our Compensation and Nominating Committees, along with management, continued this practice and addressed a variety of topics, including corporate governance, our executive compensation program, sustainability, operating and financial performance, corporate strategy and cash return policies, including the payment of dividends and the execution of a $2.0 billion equity repurchase program. We believe that our outreach to our largest shareholders has been productive and our dialogue with a significant number of large shareholders has given us a better understanding of our shareholders’ views on those topics. Members of management, the Chair of the Nominating Committee and the Chair of our Compensation Committee have had discussions with shareholders representing greater than 80% of our outstanding stock. We continue to actively seek input regarding possible improvements to our governance framework and compensation program from our shareholders. Process for Determining Executive Compensation The Compensation Committee has overall responsibility for approving and evaluating our executive officer compensation plans, poli-cies and programs. In determining compensation, the Compensation Committee makes an overall assessment of the performance of the NEOs, both individually and as a team, on an annual basis. In 2022, the Compensation Committee’s approach consisted of both an objective consideration of the Company’s performance relative to predetermined metrics as more fully described under the caption “Primary Executive Compensation Elements for 2022” and a subjective consideration of each NEO’s performance and overall role in the organization, as well as the consideration of the median compensation of similarly situated executives among our compensation peer group. In the assessment of the performance of each NEO in 2022, the Compensation Committee considered the following: Company Performance • Financial and operational performance of the Company, including progress made with respect to predetermined metrics more fully described below Individual Performance Tangibles • NEO’s contributions to the development and execution of the Company’s business plans and strategies • Performance of the NEO’s department or functional unit • Level of responsibility Individual Performance Intangibles • Leadership ability • Demonstrated commitment to the Company • Motivational skills • Attitude • Work ethic, insight, foresight, judgement EXECUTIVE OFFICER ASSESSMENT Pursuant to its charter the Compensation Committee may retain a compensation consultant, and is directly responsible for the appointment, compensation and oversight of the work of any compensation consultant it retains. The Compensation Commit-tee retained Meridian Compensation Partners, LLC, or Meridian, a national executive compensation consultant to review and pro-vide recommendations concerning all components of our exec-utive compensation program. Meridian performs service solely on behalf of the Compensation Committee and has no relation-ship with the Company or management except as it may relate to performing such services. Meridian assists the Compensation Committee in defining our peer companies for executive com-pensation and practices, and benchmarking our executive com-pensation program against the peer group. Meridian also assists the Compensation Committee with all aspects of the design of our executive and director compensation programs to ensure appro-priate linkage between pay and performance. The Compensation Committee assessed the independence of Meridian and con-cluded that no conflict of interest exists that prevents Meridian from independently representing the Compensation Committee. Meridian attended and provided advice at all Compensation Com-mittee meetings, including executive sessions in 2022. Independent Compensation Consultant 23-2075-2 C2.1 P37

36 // CHESAPEAKE ENERGY CORPORATION Although not a member of the Compensation Committee, our CEO has an active role in executive compensation, and typically makes recommendations to and participates in discussions with the Compensation Committee to provide information regarding the compensation of the other NEOs. Following such recommen-dations, the Compensation Committee discusses the compen-sation of each NEO and approves the final NEO compensation amounts, subject to such modifications as it deems appropriate. The Compensation Committee discusses the compensation of the CEO in executive session with its independent compensa-tion consultant and approves his final compensation amounts. Following such approvals, the Compensation Committee pro-vides a report of its executive compensation decisions to the Chief Executive Officer and Management Role in Executive Compensation Process full Board. The CEO does not vote at Compensation Committee meetings or participate in discussions about his compensation, and he does not participate in the Board’s discussion or vote on the acceptance or ratification of the Compensation Committee’s approvals or reports with respect to his compensation. In addition to the participation of our CEO, other members of senior management typically provide the CEO and Compensation Committee and its advisors with detailed analyses and recom-mendations for consideration regarding each element of execu-tive officer compensation (other than for the CEO) to facilitate the Compensation Committee’s annual review. Primary Executive Compensation Elements for 2022 COMPENSATION COMPONENT DELIVERY METHOD PURPOSE Fixed Compensation Base Salary Cash To competitively compensate executives to reflect levels of responsibility and contribution to the success of the Company Performance Based Compensation Annual Incentive Awards Cash To provide an incentive focused on short-term, one-year performance of established metrics Long-Term Incentive Awards RSUs 25% of the total value To ensure executives experience long-term value linked to shareholder value by linking ultimate award value to share price movement PSUs — stock settled 75% of total value To focus executives on delivery of longer-term measures designed to drive enhanced absolute and relative shareholder value Salary AIP RSUs PSUs 88% At-Risk 80% At-Risk 12% 16% 18% 54% 20% 13% 17% 50% 2022 CEO TOTAL DIRECT COMPENSATION 2022 NEO TOTAL DIRECT COMPENSATION 23-2075-2 C2.1 P38

EXECUTIVE COMPENSATION // 37 The Compensation Committee utilizes two peer groups: (1) a peer group for benchmarking executive officer compensation (the “Officer Compensation Peer Group”), and (2) a separate peer group for measuring relative total shareholder return under the Long-Term Incentive Plan (the “Relative TSR Peer Group”). While the two peer groups contain some companies in common, the Compen-sation Committee uses the separate Relative TSR Peer Group for measuring relative total shareholder return because it wanted to emphasize natural gas-focused peers, along with broader indices for performance comparisons. See page 43 for a discussion of the Relative TSR Peer Group. EXECUTIVE OFFICER COMPENSATION PEER GROUP The Compensation Committee selected the following peer companies with Meridian’s guidance and analysis on critical factors, including enterprise value, market capitalization, assets and revenue. The Executive Officer Compensation Peer Group is listed below: Peer Groups The Compensation Committee used the 2022 Officer Compensa-tion Peer Group solely as a reference point to assess each NEO’s target total direct compensation (i.e., base salary, target annual incentive plan bonus and the grant date fair value of long-term incentive awards). Specifically, the Compensation Commit-tee reviewed the target total direct compensation of our NEOs against the market data described in the 2022 Officer Com-pensation Peer Group report prepared by Meridian primarily to ensure that our executive compensation program, as a whole, is positioned competitively to attract and retain the highest caliber of executive officers and that the total direct compensation op-portunity for the NEOs is aligned with our corporate objectives and strategic needs. The Compensation Committee uses the market data from the 2022 Officer Compensation Peer Group to benchmark base salaries, short-term incentive compensation, long-term incentive compensation and total compensation of our NEOs at the 50th percentile as a starting place for determining Use of Market Data from 2022 Officer Compensation Peer Group compensation. The Compensation Committee then adjusts the NEO’s compensation based on the NEO’s experience level, per-formance vs. expectations and level of responsibility. Otherwise, the Compensation Committee did not use a formulaic approach to setting pay against market data but rather reviews a range of market reference points for each compensation element and target total direct compensation as one factor before making compensation determinations. The Compensation Committee is focused on delivering good value for our shareholders while pro-viding competitive compensation for our executive management team. It believes that over-reliance on benchmarking can result in compensation that is unrelated to the value delivered by our executive officers because compensation benchmarking does not take into account company-to-company variations among actual roles with similar titles or the specific performance of the executive officers. APA Corporation Coterra Energy Inc. Devon Energy Corporation Diamondback Energy, Inc. EQT Corporation Marathon Oil Corporation Murphy Oil Corporation Ovintiv Inc. PDC Energy, Inc. Range Resources Corporation Southwestern Energy Company 23-2075-2 C2.1 P39

38 // CHESAPEAKE ENERGY CORPORATION 2022 ANNUAL INCENTIVE PROGRAM The performance metrics for the 2022 AIP were aligned with the metrics and discipline that our shareholders value. The 2022 AIP performance metrics fall into three categories: (1) ESG, (2) cash generation, and (3) cost & efficiency. To reflect the Company’s con-tinued focus on ESG, gating mechanisms have been maintained in the program and a failure to meet the threshold level for the ESG metrics caps the AIP payout for all other performance metrics at the target level regardless of actual results. 80% of the awards made under the AIP are based upon the achievement of quantitative performance goals and 20% of the awards are based upon qualitative strategic leadership goals. All awards under the AIP are subject to adjustment at the Board’s discretion. Calculating Annual Incentive Program Awards The following formula was used to calculate the payment that could be awarded to each named executive officer under the 2022 AIP: The AIP is structured to have threshold, target and maximum performance levels and the corresponding payout opportunities of 0%, 100% and 200% of the target percentage of base salary (using linear interpolation for performance levels falling between threshold and target and target and maximum). For each metric, there would be a maximum payout of 200% of each individual’s target percent-age for exceptional performance, as discussed below. Name and Title 2022 Annual Base Salary Domenic J. (“Nick”) Dell’Osso, Jr. President and Chief Executive Officer $800,000 Mohit Singh Executive Vice President and Chief Financial Officer $525,000 Joshua J. Viets Executive Vice President and Chief Operations Officer $490,000 Benjamin E. Russ Executive Vice President – General Counsel and Corporate Secretary $400,000 Michael A. Wichterich Executive Chairman $650,000 2022 BASE SALARIES Base salaries reflect each NEO’s level of responsibility, leadership and contribution to our success and profitability and the competitive marketplace for executive talent in the oil and gas exploration industry. Base salaries were established by the Compensation Committee upon the appointment of each NEO. No changes were made to the base salaries of our NEOs for 2022. Compensation Actions for 2022 Base Salary Target Percentage of Base Salary Payout Factor x x (0% – 200%) 23-2075-2 C2.1 P40

EXECUTIVE COMPENSATION // 39 Name 2022 Base Salary ($) Annual Incentive Program Target as % of Base Annual Incentive Program at Target (100% Performance Metrics Achieved) ($) 200% Performance Achievement ($) Domenic J. (“Nick”) Dell’Osso, Jr. 800,000 125 1,000,000 2,000,000 Mohit Singh 525,000 100 525,000 1,050,000 Joshua J. Viets 490,000 100 490,000 980,000 Benjamin E. Russ 400,000 80 320,000 640,000 Michael A. Wichterich(a) 650,000 – – – (a) Mr. Wichterich does not participate in the AIP. 2022 AIP Performance Goals and Calculation of Payout Factor For the 2022 AIP, the Compensation Committee established the performance goals detailed in the table below, which it believed appropriately focused on the value drivers and discipline that our shareholders value. Each metric was focused on delivery of one of the following three corporate objectives: The 2022 AIP metrics are designed to incentivize our manage-ment team to maximize free cash flow and optimize profitabil-ity while improving our environmental and safety performance. Goals for these metrics were established by the Committee in April 2022. The Committee designed the AIP to be comple-mentary to our long-term incentive plan. Because the long-term incentive plan is entirely weighted towards total shareholder re-turns (TSR), which is heavily influenced by commodity prices, the Committee selected performance metrics that were more under management control. In addition, the Committee included an ESG “gate” as part of the AIP in order to properly emphasize the importance of ESG matters. The ESG “gate” requires threshold levels of all ESG per-formance measures to be met before the payout associated with any performance metric can exceed the target level, except that with respect to the Total Recordable Incident Rate (“TRIR”) goal, the “gate” was based on employee TRIR only instead of the TRIR of employees and contractors. Threshold, target and maximum levels were determined by the Committee based on a review of the Company’s approved budget and historical performance, where available. The Committee determined the weighting for each performance goal by considering the drivers of our business and each goal’s impact on our business. The Committee desig-nated the generation of free cash flow, new well returns and ESG as our three top priorities and assigned the highest weighting (20% each) to these measures. The Committee assigned a 10% weighting to the performance of our oil and gas base production and to profit optimization in the form of cash costs. Range of Annual Incentive Payout Metrics The following table sets forth the range of payments under our AIP for 2022 for our NEOs if executives had achieved only target per-formance, as well as an example of payout at the 200% performance level. ESG + Cash Generation + Cost & Efficiency 23-2075-2 C2.1 P41

40 // CHESAPEAKE ENERGY CORPORATION Performance Metric Gate Performance Goal Actual Threshold 0% Target 100% Maximum 200% Goal Weighting Goal Payout Factor (Performance based on payout scale) Weighted Goal (Goal Weighting x Goal Payout Factor) ESG Total Recordable Incident Rate (Employee; ESG Gating Only) Gate Only 0.16 0.23 Total Recordable Incident Rate (Employee & Contractor) <0.42 0.32 0.54 0.42 0.29 6.5% 177% 11.5% Spill Intensity Rate <0.009 intensity 0.004 0.012 0.009 0.006 6.5% 200% 13% Methane Intensity <1. 4 1.2 1.5 1.4 1.3 3.5% 200% 7% GHG Intensity <3.9 3.9 4.3 3.9 3.5 3.5% 100% 3.5% Cash Free Cash Flow ($mm) Maximize Free Cash Flow $2,285 $1,600 $2,050 $2,550 20% 147% 29% Cost & Efficiency New Well Returns (PIR) Delivering on expectations 65% 85% 100% 115% 20% 0% 0% Cash Costs ($/mcfe) Optimize profitability $1.13 $1.16 $1.05 $0.95 10% 24% 2% Gas Base Production Decline Arrest declines for greater profitability -41% -46% -42% -36% 5% 110% 6% Oil Base Production Decline Arrest declines for greater profitability -21% -27% -25% -22% 5% 200% 10% Company Goals (above) 80% 103% 82% Strategic Leadership Goals 20% 75% 15% Total Bonus Payout 100% – 97% “Total Recordable Incidence Rate” is the number of OSHA recordable incidents multiplied by 200,000 and then divided by the actual number of hours worked in one year for company employees, contingent labor and contractor hours as applicable. Contractor hours is based on net capital spend. Going forward all reporting will be based on gross capital spend per API guidelines. “Spill Intensity Rate” is crude oil/condensate and produced water spills greater than or equal to 1 bbl spilled outside of secondary containment reduced by spill volume recovered and calculated as (produced liquid spilled (bbls) – produced liquid recovered volume(bbls)/total produced liquid (1,000 bbls). “Methane Intensity” is metric tons methane as CO2e/gross operated annual production (mboe). “GHG Intensity” is metric tons CO2e/gross operated annual production (mboe). “Free Cash Flow” is net cash provided by (used in) operating activities – capital expenditures – cash contributions to investments. “New Well Returns” is calculated as the ratio of the net present value of cash flows over the net capital investment (NPV10/net capex) for all wells turned-in-line in 2022 and measured against their forecasted Profit Investment Ratio (NPV10/Total Net Capital) prior to spud. Adjusted to eliminate change in price and differentials. “Cash Costs” is production expenses, plus gathering, processing and transportation expenses, plus general and administrative expenses divided by total production on a cubic feet of gas equivalent (mcfe) (net operated and non-operated sale volumes for the year per accounting months). “Base Production Decline” is annual production decline for oil and gas, calculated separately, based on Q4 2021 vs. Q4 2022 average daily gross production, using a straight average of the two declines. Measure reflects gross operated volumes by accounting month for wells that were producing as of December 31, 2021. Gas base limited to Marcellus and Haynesville. Oil base is limited to Eagle Ford and only includes oil molecules. 23-2075-2 C2.1 P42

EXECUTIVE COMPENSATION // 41 ESG • Employee and contractor safety • GHG metric improvement • RSG leadership • Reduce significant safety/environmental events • Enhance diversity and inclusion programming and commitment Execution • Deliver or exceed expected rates of return (PIR/CROCI) on drilling and workover program • Integration of acquisitions • Evaluate opportunities to improve gathering, processing and transportation (GP&T) • Optimize allocation of resources to meet all goals • Leverage technology to manage larger producing well footprint • Rationalize historical process and technology not suited for today’s business model • Manage inflation into 2023 Improvement of Total Resources • Optimize spacing in each play at various commodity prices • Reduce development breakeven • Identify incremental locations on existing footprint • Evaluate redevelopment strategy • Develop drill ready hopper of projects above and beyond annual approved budget Innovation • Develop and utilize innovative drilling and completion technologies to improve capital efficiency • Embrace automation, data analytics and other technology to streamline key operational as well as administrative processes Business Development and New Ventures • Explore LNG opportunities • Offset producer consolidation • Pursue accretive opportunities • Trimming less productive acreage • Portfolio approach, leverage partnership • Create new stream of revenue Investor Analyst Engagement • Share buyback program • Increase analyst coverage • Analyst day Strategic Leadership Goals Twenty percent (20%) at target (range: 0% – 40%) of the total amounts payable under the 2022 AIP were based on the attainment of certain Company-wide strategic leadership objectives in the areas set forth below: 23-2075-2 C2.1 P43

42 // CHESAPEAKE ENERGY CORPORATION Actual Payments for 2022 The following table shows the actual amounts awarded under the 2022 AIP: Name 2022 Base Salary ($) Annual Incentive Program Target as % of Base Annual Incentive Program at Target ($) Payout Factor (%) Actual Earned Performance ($) Domenic J. (“Nick”) Dell’Osso, Jr. 800,000 125 1,000,000 97 970,000 Mohit Singh 525,000 100 525,000 97 509,250 Joshua J. Viets 490,000 100 490,000 97 475,300 Benjamin E. Russ 400,000 80 320,000 97 310,400 Michael A. Wichterich(a) 650,000 – – – – (a) Mr. Wichterich does not participate in the AIP. 2022 Long-Term Incentive Program Long-term incentives align the compensation of the NEOs with the long-term interests of our shareholders. Target total direct compen-sation is weighted heavily towards long-term incentive compensation consistent with our goal of long-term shareholder value creation. SIZE AND FORM OF 2022 LONG-TERM INCENTIVE AWARDS The size of the equity awards granted to each NEO is based on an estimated target dollar value. The Compensation Committee gen-erally determines the target value based on each NEO’s level of responsibility, leadership, tenure and contribution to the success and profitability of the Company and a review of the compensation levels for individuals in the Officer Compensation Peer Group with similar titles and responsibilities. The Compensation Committee also considers potential shareholder dilution. The Compensation Committee allocates the dollar value of each NEO’s equity awards between time-based awards (RSUs) and perfor-mance-based awards (PSUs). Long-term incentive awards for our NEOs consisted of 25% RSUs and 75% PSUs. Both RSUs and PSUs are settled in stock. Two-thirds of the PSUs (50% of the total long-term incentive award) vest based on absolute total shareholder return (aTSR) on the third anniversary of the grant date as follows: aTSR Percentage of Target PSUs Earned Less than 0% 0% 0% 40% 5% 80% 7.5% 100% 10% 120% 15% 160% 20% or greater 200% The Compensation Committee reviewed the Company’s progress toward each of the strategic goals listed above and determined that the Company had exceeded its ESG and Innovation goals while meeting its Improvement of Total Resources, Business Development and New Ventures and Investor Analyst Engagement goals. However, it was determined that the Company did not meet its Execution goals and as a result the Committee certified a below target payout of 15% (75% of the 20% weighting) with respect to the strategic leadership goals portion of the AIP. aTSR is measured on an annualized basis. No awards are issued if aTSR is less than 0%. For aTSR performance between the values listed in the table to the left, the number of PSUs that become earned will be determined by straight-line interpolation. 23-2075-2 C2.1 P44

EXECUTIVE COMPENSATION // 43 rTSR Percentage of Target PSUs Earned Less than 20% 0% 20% 0% 30% 30% 40% 60% 50% 80% 60% 100% 70% 125% 80% 160% 90% or greater 200% For rTSR performance between the values listed in the table to the left, the number of PSUs that become earned will be deter-mined by straight-line interpolation. One-third of the PSUs (25% of the total long-term incentive award) vest based on relative total shareholder return (rTSR) measured against our Relative TSR Peer Group on the third anniversary of the grant date as follows: 2022 TIME-BASED AWARDS RSUs generally vest ratably over a three-year period from the date of grant. RSUs are settled in shares of common stock. The Compen-sation Committee believes that RSUs play an important role in accomplishing the objectives of the executive compensation program retention and alignment with shareholder interest. Holders of unvested RSUs are entitled to receive dividend equivalents on such units, payable in cash at the same time as the underlying RSUs are settled in shares. 2022 PSU AWARDS The Compensation Committee believes that absolute and relative TSR PSUs are the best way to align our long-term incentive com-pensation with the goal of increasing shareholder value. The 2022 PSUs are subject to cliff vesting on the third-year anniversary of the grant date. The final value and number of shares of Company common stock issued in settlement of the PSUs will depend on our performance measured against the objective performance goal (aTSR or rTSR) for each type of PSU. The Compensation Committee established the performance goals in March 2022 based on rigorous modeling and testing of a variety of design constructs with the objective of arriving at a mix of absolute and relative TSR metrics and goals that would (i) deliver relatively substantial payouts for stronger absolute TSR that also outperformed the market on a relative basis, and (ii) deliver relatively weaker payouts, or no payouts, for low TSR outcomes, compared to other design constructs within the E&P industry. The Committee also decided to use TSR as the primary PSU metric as a complement to the short-term incentive metrics that are based on other financial and operational goals. Holders of PSUs are entitled to receive dividend equivalents on such units, payable in cash at the same time as the underlying PSUs are settled in shares. RELATIVE TSR PEER GROUP The peer group for measuring relative total shareholder return (the “Relative TSR Peer Group”) includes eight gas-focused companies and four indices, which serve as broader market comparators and help incentivize Company performance relative to other high divi-dend yield industries. Antero Resources Corporation CNX Resources Corporation Comstock Resources, Inc. Coterra Energy Inc. EQT Corporation Gulfport Energy Corporation Range Resources Corporation Southwestern Energy Company Alerian MLP Index S&P 500 Utilities Sector S&P 500 Industrials Sector S&P Oil & Gas EP Select Industry Index 23-2075-2 C2.1 P45

44 // CHESAPEAKE ENERGY CORPORATION LTIP Payout Scenarios: Greater focus on absolute performance(a) Relative TSR Peer Group(c)(d) Realized LTI Value as a % of Target (includes price appreciation)(b) Leverage of Long-Term Incentive Plan Design at Various Performance Levels 300% 270% 240% 210% 180% 150% 120% 90% 60% 30% 0% Scenario 1 (rTSR 25%, aTSR -5%) Scenario 2 (rTSR 75%, aTSR -5%) Scenario 3 (rTSR 60%, aTSR 5%) Scenario 4 (rTSR 25%, aTSR 20%) Scenario 5 (rTSR 75%, aTSR 20%) Designed to provide highly competitive long-term compensation for excellent performance without rewarding mediocrity Peer group includes four indices to ensure broader market relevance Antero Resources Corporation CNX Resources Corporation Comstock Resources, Inc. Coterra Energy Inc. EQT Corporation Gulfport Energy Corporation Range Resources Corporation Southwestern Energy Company Alerian MLP Index S&P 500 Utilities Sector S&P 500 Industrials Sector S&P Oil & Gas EP Select Industry Index (a) Absolute TSR on an annualized basis. (b) Payout estimates the change in total LTI value over a 3-year vesting period including the impact of payout leverage for performance-based awards and stock price change. (c) Peer groups approved in early 2022. (d) If, during the first 18 months of the relative TSR performance period, any peer group member is acquired, then it shall be replaced by the first/next company on a predetermined rank-ordered replacement list. If, during the last 18 months of the Performance Period, any Peer Group Member is involved in a merger or acquisition, then such peer company TSR will be locked-in as greater or less than that for the Company, in each case measured as of the date of the announce-ment of such merger/acquisition. Name RSUs ($) aTSR ($) rTSR ($) Inducement RSUs ($) Price Target PSUs ($) Total Target Value ($) Domenic J. (“Nick”) Dell’Osso, Jr. 1,175,000 2,350,000 1,175,000 – – 4,700,000 Mohit Singh 512,500 1,025,000 512,500 – – 2,050,000 Joshua J. Viets(a) 512,500 1,025,000 512,500 1,100,000 3,150,000 Benjamin E. Russ 250,000 500,000 250,000 – – 1,000,000 Michael A. Wichterich(b) 466,250 932,500 466,250 – – 1,865,000 (a) Inducement award granted upon hire on February 1, 2022. This award was made to compensate Mr. Viets for earned but unvested awards at Mr. Viet’s prior employer that he forfeited when he joined our team. (b) Mr. Wichterich’s 2022 total target value of long-term incentive awards was originally set at $2,000,000 but was prorated to exclude a portion of his previous Chairman of the Board award to avoid overlapping compensation for similar service to the Company. 2022 Long-Term Incentive Awards — Targeted Value We also provide compensation in the form of benefits and perquisites to the NEOs, including health and welfare insurance benefits, matching contributions under the Company’s 401(k) plan and other non-elective Company contributions. We provide up to 6% matching of eligible compensation that is deferred, up to the Internal Revenue Code limit for each respective year in which the eligible employee participates in the plan. The foregoing benefits and perquisites are provided to all employees or large groups of senior level employees. The Company does not permit personal use of corporate aircraft by executive officers or directors. Although family members and invited guests are occasionally permitted to accompany executive officers and directors on business flights, the aggregate incremental costs to the Company is de minimis. See “All Other Compensation Table” on page 49 for more information. Other Compensation 23-2075-2 C2.1 P46

EXECUTIVE COMPENSATION // 45 2023 Executive Compensation Decisions After reviewing the contributions of our NEOs relative to our 2022 performance and a review of peer group benchmark data, the Com-pensation Committee established the following aggregate salary and short-term and long-term compensation targets, as indicated in the table below. The Compensation Committee adopted only minor changes to our executive compensation program for 2023. Specifically, the Com-pensation Committee adjusted the composition of the AIP performance metrics to: (i) collapse the TRIR metric to only include the employee plus contractor measure as part of the overall metrics and to function as one of the ESG gates, (ii) add an additional efficiency metric of New Well Capex ($/ft), and (iii) remove the oil base production decline measure with the announced sales of two of three pack-ages of our oil assets. In addition, the Committee continued the use an ESG “gate” as part of the AIP in order to properly emphasize the importance of ESG matters. In 2023, the payout associated with any performance metric cannot exceed the target level if the Company does not achieve the threshold performance level for any one of the following four ESG metrics: (i) total recordable incident rate for employees plus contractors; (ii) spill intensity rate; (iii) GHG intensity; and (iv) methane intensity. The Compensation Committee also made relatively minor adjustments to the weighting of the New Well Program Delivery (PIR) to split it with the New Well Capex measure. The Compensation Committee decided to maintain the same LTIP structure for 2023, continuing to heavily tie executive compensa-tion to the performance of the Company’s common stock. Specifically, the 2023 LTIP awards consist of 25% RSUs and 75% PSUs, with two-thirds of the PSUs vesting based on actual TSR performance and one-third vesting based on relative TSR performance, in each case over a three-year period. LTIP Awards ($)(a) Name Base Salary ($) AIP ($) RSU ($) PSU ($) Domenic J. (“Nick”) Dell’Osso, Jr. 910,000 1,137,500 1,365,000 4,095,000 Mohit Singh 525,000 525,000 557,813 1,673,438 Joshua J. Viets 525,000 525,000 603,750 1,811,250 Benjamin E. Russ 420,000 336,000 294,000 882,000 Michael A. Wichterich(b) – – – – (a) LTI Awards continue to consist of 25% RSUs and 75% PSUs, with two-thirds of the PSUs vesting based on absolute TSR performance and one-third vesting based on relative TSR performance over a three-year period. The dollar values reflect target level (100%) performance. (b) Effective December 31, 2022, Mr. Wichterich is no longer serving as Executive Chairman and returned to his previous position and all future compensation will be issued for his role as Chairman of the Board. In developing our 2023 executive compensation program, the Compensation Committee decided on the following: NEO Compensation Changes • Market-based salary increases to three of our NEOs • No changes to AIP target percentages • Market-based increases to LTI targets Plan Design Changes • Maintained ESG gate feature, limiting maximum payout of any performance measure to target if the Company does not achieve threshold performance level for any of the ESG performance metrics in the AIP • Enhanced ESG by establishing a combined gate and metric, inclusive of employee and contractor TRIR • Additional capital efficiency metric of New Well Capex ($/ft) to the AIP • Maintained existing LTIP structure, with a continued reliance on aligning outcomes to shareholder returns 23-2075-2 C2.1 P47

46 // CHESAPEAKE ENERGY CORPORATION In measuring compliance with the share ownership guidelines, the Company includes: • Shares owned directly • Shares owned indirectly (i.e., by a trust or spouse/family member living in their household) • Shares represented by amounts invested in a retirement/401(k) plan or that are tax deferred in accounts that are maintained by the Company • Time-vested restricted stock or restricted stock units Other Executive Compensation Matters Share Ownership Guidelines The Compensation Committee has established share ownership guidelines for our directors and executive officers, including the NEOs in order to (i) promote a significant financial stake in the Company to create direct alignment of officer and director interests with those of our shareholders, (ii) mitigate against excessive risk taking that may lead to short-term returns at the expense of longer-term value creation, and (iii) align the interests of officers and directors with good governance principles supported by our institutional investors and proxy advisors. The Compensation Committee reviews compliance with these share ownership guidelines annually. All of our directors and two of our four NEOs had met the required ownership level as of April 10, 2023. All directors and NEOs were in compliance with the share retention requirements. The share ownership guidelines require the executive officer or director to own at least a number of shares of common stock equal to a multiple of the executive officer’s or director’s base salary or annual cash retainer. The executive officer and director share ownership guidelines are as follows: Unexercised options/warrants and unearned/unvested PSUs are not counted toward meeting the guidelines. Position Guideline(a) Holding Requirements/ Retention Ratio(b) CEO 7 times base salary 100% EVP 3 times base salary 75% SVP 2 times base salary 50% VP 1 times base salary 50% Non-Employee Directors 5 times annual cash retainer 100% (a) Based on the participant’s then-current base salary or annual cash board retainer. The value of share holdings is determined by the greater of: (i) acquisition/grant date value, (ii) current spot price, or (iii) trailing 12-month average price. (b) The percentage holding requirement represents the percentage of net shares (after tax withholding) that must be held until the share ownership requirement is met, with the following exceptions, (i) participants may direct the Company to withhold shares issued upon vesting of RSUs/PSUs to cover tax obligations, and (ii) participants holding stock options or warrants may utilize a cashless exercise provision and/or immediately sell Company stock acquired by exercising stock options for the limited purpose of paying the exercise price of the stock option and any applicable tax liability. Our insider trading policy applies to directors and employees and prohibits derivative or speculative transactions involving Company stock. The transactions covered by the policy include trading in puts, calls, covered calls or other derivative securities involving Com-pany stock or engaging in hedging or monetization transactions with respect to Company stock. The policy also prohibits directors and executive officers from holding Company stock in a margin account or pledging Company stock as a collateral for a loan. We believe these policies effectively align each officer’s and director’s interests with those of our shareholders. Prohibition of Hedging and Pledging Transactions 23-2075-2 C2.1 P48

EXECUTIVE COMPENSATION // 47 The Board has adopted a compensation recovery policy, also known as a “clawback,” pursuant to which the Company may seek to recover from any current or former executive officer all cash and equity incentive-based compensation in the event of an accounting restatement resulting from the Company’s ma-terial non-compliance with financial reporting requirements un-der applicable securities laws. The amount of incentive-based compensation subject to such recovery would be the amount in excess of what the executive officer would have earned in accor-dance with the restatement as determined by the Compensation Committee. Compensation Recovery or “Clawback” Policy The compensation recovery policy also contains provisions relat-ed to the forfeiture of stock options, restricted shares, RSUs and PSUs. Under these forfeiture provisions, the Company may can-cel such long-term incentive awards, in whole or in part, whether or not vested, for no consideration, for executives who engage in serious breaches of conduct, including violations of employment agreements, confidential or other proprietary matters, or other-wise act in competition with the business of the Company. We believe these provisions serve to ensure that executives act in the best interest of the Company and its shareholders. The SEC re-cently announced Rule 10D-1 under the Dodd-Frank Wall Street Reform and Consumer Protection Act. We will revise our policy as necessary to comply with the final SEC rules once adopted. Our Compensation Committee received a risk assessment from Meridian with respect to the Company’s compensation programs, in-cluding an overview of the compensation program and risk-mitigating policies and practices. After considering advice from Meridian, the Compensation Committee performed a review of key attributes and structures of our compensation policies and programs and has determined that such policies and programs do not encourage excessive or inappropriate risk taking and do not create risks that are reasonably likely to have a material adverse effect on the Company. The following factors were considered in making such determination: Relationship Between Compensation Programs and Risk • The AIP for executive officers in 2022 consisted of a mix of nine goals (1 financial, 4 operational and 4 ESG related) set by the Compensation Committee that are aligned with the Company’s strategic short-term goals and designed to im-prove the Company’s performance in the long term. Payouts are capped as a set percentage of target. • 75% of long-term incentive awards were made in stock-set-tled PSUs that cliff vest at the end of three years. Two-thirds of such PSUs (50% of total long-term incentive awards) are based on absolute total shareholder return. One-third of such PSUs (25% of total long-term incentive awards) are based on relative total shareholder return compared to the Company’s Relative TSR Peer Group. The multiple year vesting and per-formance periods discourage short-term risk taking. • Our share ownership guidelines encourage our directors and executive officers to maintain a long-term perspective. • Our prohibition on derivative or speculative transactions in-volving Company stock by directors and executive officers reinforces the alignment of our directors’ and executives’ interests with those of our shareholders. • Our compensation recovery policy is designed to recap-ture unearned incentive payments in the event of material non-compliance with any financial reporting requirement under applicable laws that leads to an accounting restate-ment and permits cancellation of long-term incentive awards of executives who engage in serious breaches of conduct or who otherwise act in competition with our business. • The compensation programs and policies that apply to non-executive employees consist of competitive base sal-aries, formulaic annual incentive based on pre-determined metrics that drive our performance, and long-term incentive compensation consisting of RSUs and/or PSUs that vest over three years. The steady income provided by base salaries allows employees to focus on the Company’s business. The annual incentives motivate employees to achieve the Com-pany’s financial, operational and ESG goals without incen-tivizing inappropriate risk taking. The long-term incentive awards align employees’ long-term interests with those of our shareholders and generally encourage a long-term view. 23-2075-2 C2.1 P49

48 // CHESAPEAKE ENERGY CORPORATION Name and Principal Position Fiscal Year Salary ($) Bonus ($)(a) Stock Awards ($)(b) Option Awards ($) Non-Equity Incentive Plan Compensation ($)(c) All Other Compensation ($)(d) Total ($) Domenic J. (“Nick”) Dell’Osso, Jr. President and Chief Executive Officer 2022 800,000 – 6,434,727 – 970,000 23,213 8,227,940 2021 758,965 – 5,699,725 – 1,208,000 22,247 7,688,937 2020 750,376 – 300,000 – 2,922,273 23,040 3,995,689 Mohit Singh Executive Vice President and Chief Financial Officer 2022 525,000 – 2,806,674 – 509,250 291,706 4,132,630 2021 10,096 880,000 1,604,883 – – 23,591 2,518,570 Joshua J. Viets Executive Vice President and Chief Operating Officer 2022(e) 421,966 500,000 3,930,541 – 475,300 234,644 5,562,451 Benjamin E. Russ Executive Vice President – General Counsel and Corporate Secretary 2022 400,001 – 1,369,256 – 310,400 31,620 2,111,277 2021 348,472 – 1,382,439 – 483,200 20,693 2,234,804 Michael A. Wichterich Executive Chairman 2022 650,000 – 2,553,397 – – 15,857 3,219,254 2021 812,122 – 1,389,459 – – 2,554 2,204,135 (a) Reflects sign-on bonus paid to Messrs. Singh and Viets upon commencing employment with the Company in 2021 and 2022. This award was made to compen-sate for earned but unvested awards at their prior employer that were forfeited upon joining our team. (b) These amounts represent the aggregate grant date fair value of the stock awards granted, determined in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The value ultimately realized by the executive upon the actual vesting of the awards may be more or less than the grant date fair value. For restricted stock units (RSUs), values are based on the closing price of the Company's common stock on the grant date. For performance share unit awards (PSUs), the Company utilized the Monte Carlo simulation to determine the grant date fair market value. The grant date fair value of the PSUs was deter-mined based on the PSUs awarded vesting at target, which is the performance the Company believed was probable on the grant date. The maximum opportunity of the 2022 PSUs for each NEO as of the grant date is as follows: Messrs. Dell'Osso $10,468,165, Singh $4,565,965, Viets $4,565,965, Russ $2,227,496 and Wichterich $4,153,886. Both RSUs and PSUs receive dividend equivalent rights to unvested stock that are earned at the time the underlying shares vest. The assumptions used by the Company in calculating the amounts related to stock awards granted are incorporated by reference to Note 13 of the consolidated financial statements included in the Company’s 2022 Annual Report on Form 10-K. (c) The 2022 amounts in this column represent annual incentive plan program awards earned with respect to the designated year and paid in the following year, as described under the caption “2022 Annual Incentive Program” beginning on page 38. (d) The table below provides additional information on the amounts reported in the All Other Compensation column of the Summary Compensation Table for 2022. (e) 2022 was Mr. Viets’ first year as an NEO and he was hired on February 1, 2022. The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth above. Based on the review and discussion, the Compensation Committee recommended to the Board of Directors that the Compen-sation Discussion and Analysis be included in this Proxy Statement. MEMBERS OF THE COMPENSATION COMMITTEE Brian Steck (Chair) Timothy S. Duncan Benjamin C. Duster, IV Compensation Committee Report Summary Compensation Table for 2022 23-2075-2 C2.1 P50

EXECUTIVE COMPENSATION // 49 Name Year Company Contributions to Retirement Plans ($)(a) New Hire Benefits ($)(b) Other Perquisites and Benefits ($)(c) Total ($) Domenic J. (“Nick”) Dell’Osso, Jr. 2022 18,638 – 4,575 23,213 Mohit Singh 2022 21,830 268,076 1,800 291,706 Joshua J. Viets 2022 25,992 207,675 977 234,644 Benjamin E. Russ 2022 28,421 – 3,199 31,620 Michael A. Wichterich 2022 9,407 – 6,450 15,857 (a) This column represents Company contributions to the 401(k) plan in 2022. (b) This column represents relocation and temporary housing for Messrs. Singh and Viets. (c) This column represents the value of other benefits provided to the NEOs in 2022 and includes amounts for supplemental life insurance premiums for all NEOs. The Company does not permit personal use of corporate aircraft by our executive officers. Although families and invited guests are occasionally permitted to accompany executive officers and directors on business flights, no additional compensation is included in the table because the aggregate incremental cost to the Company is de minimis. All Other Compensation Table Grants of Plan-Based Awards Table for 2022 Name Type of Award (a) Grant Date Approval Date Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)(b) Estimated Future Payouts Under Equity Incentive Plan Awards (#)(c) All Other Stock Awards: Number of Shares of Stock (#) (d) Grant Date Fair Value of Stock Awards($) (e) Threshold Target Maximum Threshold Target Maximum Domenic J. (“Nick”) Dell’Osso, Jr. AIP – – – 1,000,000 2,000,000 RSU 3/15/22 3/15/22 15,911 1,200,644 PSU 3/15/22 3/15/22 12,729 31,822 63,644 3,517,604 PSU 3/15/22 3/15/22 – 15,911 31,822 1,716,479 Mohit Singh AIP – – – 525,000 1,050,000 RSU 3/15/22 3/15/22 6,940 523,692 PSU 3/15/22 3/15/22 5,552 13,880 27,760 1,534,295 PSU 3/15/22 3/15/22 – 6,940 13,880 748,687 Joshua J. Viets AIP – – – 490,000 980,000 RSU 2/1/22 2/1/22 16,414 1,123,867 RSU 3/15/22 3/15/22 6,940 523,692 PSU 3/15/22 3/15/22 5,552 13,880 27,760 1,534,295 PSU 3/15/22 3/15/22 – 6,940 13,880 748,687 Benjamin E. Russ AIP – – – 320,000 640,000 RSU 3/15/22 3/15/22 3,386 255,508 PSU 3/15/22 3/15/22 2,708 6,771 13,542 748,466 PSU 3/15/22 3/15/22 – 3,386 6,772 365,282 Michael A. Wichterich RSU 3/15/22 3/15/22 6,314 476,454 PSU 3/15/22 3/15/22 5,051 12,627 25,254 1,395,789 PSU 3/15/22 3/15/22 – 6,314 12,628 681,154 (a) These awards are described in “Compensation Discussion and Analysis” beginning on page 32. (b) The actual amount earned in 2022 was paid in March 2023 as shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table for 2022. See “Compensation Discussion and Analysis — Primary Compensation Elements for 2022 — 2022 Annual Incentive Program” on page 38 for more information regarding our 2022 annual incentive program. (c) These columns reflect the potential payout range, in units, of aggregate PSUs awarded in 2022. PSUs vest three years from the date of grant. See “Compensa-tion Discussion and Analysis — 2022 Long-Term Incentive Program — Size and Form of 2022 Long-Term Incentive Awards” on page 42 for more information regarding our 2022 Long-Term Incentive Program. 23-2075-2 C2.1 P51

50 // CHESAPEAKE ENERGY CORPORATION Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#)(a) Market Value of Shares or Units of Stock That Have Not Vested ($)(b) Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#)(c) Equity Incentive Plan Awards: Value of Unearned Units That Have Not Vested ($)(d) Exercisable Unexercisable Domenic J. (“Nick”) Dell’Osso, Jr. – – – – 27,230 2,569,695 98,672 9,311,677 Mohit Singh – – – – 33,782 3,188,007 20,820 1,964,783 Joshua J. Viets – – – – 23,354 2,203,917 20,820 1,964,783 Benjamin E. Russ – – – – 6,985 659,174 24,647 2,325,937 Michael A. Wichterich – – – – 7,327 691,449 23,501 2,217,789 (a) RSU awards generally vest ratably over a three-year period. (b) Value shown in this column is based on closing price on December 30, 2022 of $94.37 per share. (c) For details regarding PSUs, see “Compensation Discussion and Analysis — 2022 Long-Term Incentive Program — 2022 PSU Awards on page 43. Amount shown represents the target level number of shares subject to outstanding PSUs. (d) Value shown in this column is based on a closing price on December 30, 2022 of $94.37 per share. Outstanding Equity Awards at Fiscal Year End 2022 Table (d) The RSU awards generally vest ratably over three years from the date of grant. (e) These amounts represent the aggregate grant date fair value of stock awards granted, determined in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The value ultimately realized by the executive upon the actual vesting of the awards may be more or less than the grant date fair value. For RSUs, values are based on the closing price of the Company's common stock on the grant date. For PSUs, values are based on the fair market value deter-mined by the Monte Carlo simulation. The grant date fair value of the PSUs was determined based on the PSUs awarded vesting at target, which is the perfor-mance the Company believed was probable on the grant date. Both RSUs and PSUs receive dividend equivalent rights. The assumptions used by the Company in calculating the amounts related to PSUs are incorporated by reference to Note 13 of the consolidated financial statements included in the Company’s 2022 Annual Report on Form 10-K. Option Exercises and Stock Vested Table for 2022 Option Awards Stock Awards Name Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) Number of Shares or Units Acquired on Vesting (#) Value Realized on Vesting ($) Domenic J. (“Nick”) Dell’Osso, Jr. – – 5,661 546,853(a) Mohit Singh – – – – Joshua J. Viets – – – – Benjamin E. Russ – – 1,800 159,299 (b) Michael A. Wichterich(d) – – 507 48,976(c) (a) The value of the shares as of the date of vesting was based on a closing price of $96.60 per share. (b) The value of the shares as of the dates of vesting was based on closing prices of $90.03 and $84.35 per share. (c) The value of the shares as of the date of vesting was based on a closing price of $96.60 per share. (d) The 2021 RSUs granted to Mr. Wichterich in his capacity as Chairman of the Board vested on May 20, 2022 and Mr. Wichterich is entitled to receive 12,484 shares in settlement of such RSUs on the earlier of May 20, 2025, upon a Change of Control or Mr. Wichterich’s termination date. The value of the shares as of the date of vesting was $1,137,666.92 based on a closing price of $91.13 per share. 23-2075-2 C2.1 P52

EXECUTIVE COMPENSATION // 51 Post-Employment Compensation As described below, our named executive officers will receive specified payments in the event of termination without cause or for good reason, change of control, or death or disability of the named executive officer. TERMINATION WITHOUT CAUSE OR FOR GOOD REASON The Company may terminate any of our named executive offi-cers’ employment at any time, with or without cause. If the Com-pany terminates the executive’s employment without cause or the executive terminates their employment for good reason, the NEOs are entitled to receive the following: Domenic J. (“Nick”) Dell’Osso, Jr. Mr. Dell’Osso has the following severance rights to post-employ-ment compensation set forth in the Chesapeake Energy Corpo-ration Executive Severance Plan as a “Tier 1 Executive.” If his employment with the Company is terminated without cause or he resigned for good reason outside of a change-of-control pe-riod, he would be entitled to receive (i) a cash severance pay-ment equal to two times the sum of his base salary and target annual bonus, payable in substantially equal installments on the Company’s regular payroll schedule for the 24-month period commencing on his termination date and (ii) the product of (a) 12 and (b) the monthly amount of the Company’s contribution to the premiums for the executive’s group health plan coverage determined under the Company’s group health plans as in effect immediately prior to the executive’s termination. For purposes of the Chesapeake Energy Corporation Executive Severance Plan, “cause” means (i) the executive failed or re-fused to substantially perform his duties, responsibilities and authorities, (ii) any commission by or indictment of an executive for a felony or a crime of moral turpitude, (iii) the executive has engaged in material misconduct in the course and scope of their employment, including but not limited to, incompetence, disloy-alty, disorderly conduct, insubordination, harassment of other employees or third parties, improper disclosure of confidential information, repeated and unexcused absenteeism, improper appropriation of corporate opportunity or any other material vi-olation of the Company’s personnel policies, rules or codes of conduct or any fiduciary duty owed to the Company or its affili-ates, (iv) the executive has committed any act of fraud, embez-zlement, theft, dishonesty, misrepresentation or falsification of records, or (v) the executive has engaged in any act or omission that is likely to materially damage the Company’s or any of its affiliates’ business, including, without limitation, the Company’s or any of its affiliates’ reputation, adversely affect the Compa-ny’s or any of its affiliates’ operations, condition (financial or otherwise), prospects or interests or bring the Company or any of its affiliates negative publicity or into public disgrace, embar-rassment, or disrepute. Resignations for “good reason” exist when any of the following actions are taken without the executive’s consent: (i) the exec-utive’s authority with the Company, or his duties or responsi-bilities, are materially diminished, (ii) reduction in such execu-tive’s base salary in an amount of 10% or more, (iii) during the 12-month period following a Change in Control, the requirement to relocate more than 50 miles from executive’s then current place of employment, or (iv) the Company’s material failure to comply with the terms of the Chesapeake Energy Corporation Executive Severance Plan. Michael A. Wichterich Mr. Wichterich is not a participant in the Executive Severance Plan. If his employment with the Company is terminated outside of a change in control, he would be entitled to receive payment for his accrued paid time off. Other Named Executive Officers Messrs. Singh, Viets and Russ are participants in the Chesa-peake Energy Corporation Executive Severance Plan as “Tier 2 Executives.” If either Messrs. Singh’s, Viets’ or Russ’ employ-ment with the Company is terminated without cause or he re-signed for good reason outside of a change-of-control period, he would be entitled to receive (i) a cash severance payment equal to one times the sum of his base salary and target annual bonus, payable in substantially equal installments on the Company’s regular payroll schedule for the 12-month period commencing on his termination date and (ii) the product of (a) 12 and (b) the monthly amount of the Company’s contribution to the premiums for the executive’s group health plan coverage determined un-der the Company’s group health plans as in effect immediately prior to the executive’s termination. The Company believes these payments are appropriate given the risk and level of responsibility the NEOs have assumed. 23-2075-2 C2.1 P53

52 // CHESAPEAKE ENERGY CORPORATION Change of Control Domenic J. (“Nick”) Dell’Osso, Jr. Mr. Dell’Osso has the following change of control severance rights under the Chesapeake Energy Corporation Executive Sev-erance Plan. If his employment is terminated without cause or he resigns for good reason within 12 months of a change in con-trol, he would be entitled to receive (i) a cash severance payment equal to three times the sum of his base salary and annual bo-nus, and (ii) the product of (a) 12 and (b) the monthly amount of the Company’s contribution to the premiums for the executive’s group health plan coverage determined under the Company’s group health plans as in effect immediately prior to the execu-tive’s termination. Upon Mr. Dell’Osso’s termination within the 12-month period following a change in control, the outstanding RSUs held by Mr. Dell’Osso become fully vested. Upon a termination by the Com-pany without cause or a resignation for good reason, each within the 12-month period following a change in control, the outstand-ing PSUs become fully vested based on actual performance. Michael A. Wichterich Upon Mr. Wichterich’s termination within the 12-month period following a change in control, the outstanding RSUs held by Mr. Wichterich become fully vested. Upon a termination by the Com-pany without cause or a resignation for good reason, each within the 12-month period following a change in control, the outstand-ing PSUs become fully vested based on actual performance. Other Named Executive Officers Under the Chesapeake Energy Corporation Executive Sever-ance Plan, if Messrs. Singh, Viets or Russ is terminated without cause or resign for good reason within 12 months of a change in control, he would be entitled to receive (i) a cash severance payment equal to two times the sum of his base salary and an-nual bonus, and (ii) the product of (a) 12 and (b) the monthly amount of the Company’s contribution to the premiums for the executive’s group health plan coverage determined under the Company’s group health plans as in effect immediately prior to the executive’s termination. Upon either of Messrs. Singh’s, Viets’ or Russ’ termination within the 12-month period following a change in control, the outstand-ing RSUs held by them become fully vested. Upon a termination by the Company without cause or a resignation for good reason, each within the 12-month period following a change in control, the outstanding PSUs become fully vested based on actual per-formance. We recognize that our NEOs may not be retained following a change in control. Therefore, we provide such officers these sev-erance payments to motivate the NEOs to continue to work for the Company, even if they perceive a change in control is immi-nent. We believe this protection helps prevent potential loss of key personnel at a time when retaining such employees could have a critical impact on the successful execution of a change in control transaction for the benefit of shareholders. DEATH Upon the death of any of our NEOs, the NEO would be entitled to receive (i) immediate vesting of all unvested awards under the Company’s equity compensation plans as follows: (a) if such death occurs prior to the end of the Performance Period, then the target number of Performance Share Units shall vest or (b) if such death occurs after the end of the Performance Period, then the number of Performance Share Units earned based on actual performance shall vest, and (ii) payment of accrued but unused paid time off. DISABILITY Upon the disability of any of our NEOs that results in the inabil-ity to perform their duties, the NEO would be entitled to receive payment of accrued but unused paid time off and any further compensation is at the discretion of the Committee. 23-2075-2 C2.1 P54

EXECUTIVE COMPENSATION // 53 Potential Payments upon Termination or Change of Control Table Termination without Cause/ Good Reason Termination ($)(a) Change of Control ($)(b) Death of Executive ($)(c) Domenic J. (“Nick”) Dell’Osso, Jr. Cash Severance 3,600,000 5,400,000 – PSU Awards – 16,786,605 9,311,677 RSU Awards – 2,569,695 2,569,695 Accrued Paid Time Off 138,462 138,462 138,462 COBRA 17,934 17,934 – TOTAL 3,756,396 24,912,696 12,019,834 Mohit Singh Cash Severance 1,050,000 2,100,000 – PSU Awards – 3,552,983 1,964,783 RSU Awards – 3,188,007 3,188,007 Accrued Paid Time Off 75,338 75,338 75,338 COBRA 17,934 17,934 – TOTAL 1,143,272 8,934,262 5,228,128 Joshua J. Viets Cash Severance 980,000 1,960,000 – PSU Awards – 3,552,983 1,964,783 RSU Awards – 2,203,917 2,203,917 Accrued Paid Time Off 11,543 11,543 11,543 COBRA 17,934 17,934 – TOTAL 1,009,477 7,746,377 4,180,243 Benjamin E. Russ Cash Severance 720,000 1,440,000 – PSU Awards – 4,204,454 2,325,937 RSU Awards – 659,174 659,174 Accrued Paid Time Off 30,385 30,385 30,385 COBRA 17,934 17,934 – TOTAL 768,319 6,351,947 3,015,496 Michael A. Wichterich Cash Severance – – – PSU Awards – 3,973,189 2,217,789 RSU Awards – 691,449 691,449 Accrued Paid Time Off 125,000 125,000 125,000 COBRA – – – TOTAL 125,000 4,789,638 3,034,238 (a) For Mr. Dell’Osso, this reflects (i) two times the sum of base salary and target annual bonus (one times for Messrs. Singh, Viets and Russ); (ii) any accrued but unused paid time off; and, (iii) COBRA lump sum for 12-month period. (b) Assumes a change of control followed by termination of the executive without cause or good reason within 12 months following the change of control. For Mr. Dell’Osso, this column includes three times the sum of base salary and annual bonus, accelerated vesting of unvested equity awards, any accrued but unused paid time off and COBRA lump sum for 12-month period. For Messrs. Singh, Viets and Russ, this column includes two times the sum of base salary and annual bonus, accelerated vesting of unvested equity awards, any accrued but unused paid time off and COBRA lump sum for 12-month period. Mr. Wichterich would only be eligible for the accelerated vesting of unvested equity awards and payment of accrued but unused paid time off. (c) Includes: (i) accelerated vesting of unvested equity awards and (ii) accrued but unused paid time off. 23-2075-2 C2.1 P55