SWN Southwestern Energy

PROPOSAL NO. 1

Proposal No. 1: Election of Directors

The Board, upon the recommendation of the Nominating and Governance Committee, has proposed nine nominees for election as directors. All nominees for director are presently directors of the Company and the Nominating and Governance Committee has determined that the skills and experience of the Board currently align well to the Company’s long-term strategy. At this meeting, shareholders are being asked to elect nine directors to serve until the next Annual Meeting or until their respective successors are duly elected and qualified.

Nomination of Directors and Selection Process

Director Nomination Process

The Board recognizes the importance of soliciting new candidates for Board membership and that the needs of the Board, in terms of the relative experience and other qualifications of candidates, may change over time. The Nominating and Governance Committee, with appropriate input from the Chairman of the Board and our CEO, is responsible for assessing the appropriate mix of skills and characteristics required of Board members based on the Board’s needs at a given point in time and is further responsible for evaluating and recommending directors for election or re-election to the Board by utilizing the process described below. Final decisions on director nominations are made by the full Board.

Selection Criteria For Nominees For Directors

Pursuant to the policies of the Board, an assessment process is undertaken by the Nominating and Governance Committee as needed and consists of several steps, including:

Based upon this rigorous and deliberate assessment process, the Nominating and Governance Committee makes recommendations regarding board size, board composition, director selection and nominations to the full Board. More specifically, the assessment process for each nominee is described below.

When determining criteria for selecting directors, the Nominating and Governance Committee ensures all requirements of applicable law or listing standards are followed as well as the maintenance of a predominance of independent directors.

The Nominating and Governance Committee, as well as the Board, are committed to increasing the diversity of the Board and view diversity as a key aspect of the selection process. As part of the search process for each new director, the Nominating and Corporate Governance Committee actively seeks out women and minority candidates to include in the pool from which Board nominees are chosen.

PROPOSAL NO. 1

Pursuant to our Corporate Governance Guidelines, once a director reaches the age of 75, he or she may not be considered for re-election to the Board of Directors, provided that (i) if a director reaches the age of 75 after the Nominating and Governance Committee submits its recommended slate of nominees for election to the Board of Directors for the ensuing year, the director may seek re-election to the Board for the ensuing year, and (ii) if a director reaches the age of 75 during his or her term as a director, the director shall be entitled to continue as a director until the expiration of the existing term, and further provided that the Nominating and Governance Committee may consider and nominate a director for re-election for one additional term of one year after the director has reached the age of 75 and pursuant to this sentence would otherwise not be eligible for consideration for re-election if the Board determines that the particular director’s continued service is necessary to meet the independence requirements of the SEC or any stock exchange on which the Company’s securities are listed or to satisfy the voting policies of proxy advisory firms influencing the outcome of the Company’s director elections.

The Board recognizes the importance of periodic board refreshment and maintaining an appropriate balance of tenure, experience, and perspectives on the Board. The Board values the contributions of both newer perspectives as well as directors who have developed extensive experience and insight into the Company during the course of their service on the Board. As a result, the Board does not believe arbitrary term limits on director’s service are appropriate. At the same time, the Board believes that directors should not have an expectation of being renominated annually and that the Board’s annual performance evaluation is a key component of its director nomination process.

Director Skills and Backgrounds

In alignment with the Company’s long-term strategic plan, we have engaged in a deliberate and measured process to review and refresh the composition of our Board. Critical skills have been added in the areas of CEO leadership; corporate strategy formation and analysis; mergers and acquisitions negotiation, evaluation, and integration; ancillary industry experience; governance experience; and operating and leadership experience shaped by a perspective of strong HSE and corporate responsibility stewardship. All of our directors are committed to a culture of transparency, collaboration, intellectual independence, and possess a sincere commitment to engagement.

We believe all our directors possess the following core skills crucial to a successful Board:

PROPOSAL NO. 1

Nominees for Election

		JOHN D. GASS   Independent Director   Age: 71   Director since: 2012   Committees: Compensation (Chair); Health, Safety, Environment and Corporate Responsibility   Other Public Boards: None   Degrees: BS in Civil Engineering, Vanderbilt University; MS in Civil Engineering, Tulane University

Career Highlights

Director Skills and Qualifications

Mr. Gass’ career-long experience in the Company’s industry sectors, including at the executive level in domestic and global operations, brings the Board valuable insight of the management of capital intensive, cyclical commodity businesses and extensive corporate governance and executive compensation experience. Mr. Gass also brings strong environmental and safety skills and perspectives to the Board, including implementation of best practices.

		S. P. “CHIP” JOHNSON IV   Independent Director   Age: 67   Director since: 2020   Committees: Health, Safety, Environment and Corporate Responsibility; Nominating and Governance   Other Public Boards: None   Degrees: BS in Mechanical Engineering, University of Colorado

Career Highlights

Director Skills and Qualifications

Mr. Johnson brings to the Board over 40 years of experience in oil and gas exploration and production and is a former President and CEO of a publicly traded company. Mr. Johnson is a Registered Petroleum Engineer and his extensive leadership, risk management, strategy, and corporate governance experience are valuable assets to the Board.

PROPOSAL NO. 1

		CATHERINE A. KEHR   Independent Director and Chairman of the Board   Age: 60   Director since: 2011   Committees: Audit; Nominating and Governance (Chair)   Other Public Boards: None   Degrees: BA, Yale University; MBA, The Wharton School, University of Pennsylvania

Career Highlights

Director Skills and Qualifications

Ms. Kehr has in-depth understanding of financial analysis, commodity price cyclicality and capital markets due to her career as a portfolio manager of global energy equities and high-yield debt at a major fund manager, which brings important knowledge and investor perspective to the Board. Ms. Kehr also adds strong corporate governance and compensation experience from her previous service as a director of another E&P company.

		GREG D. KERLEY   Independent Director   Age: 67   Director since: 2010   Committees: Health, Safety, Environment and Corporate Responsibility; Nominating and Governance   Other Public Boards: None   Degrees: BS in Accounting, Oklahoma State University

Career Highlights

Director Skills and Qualifications

Mr. Kerley is a former CPA and brings extensive experience in finance, accounting, and financial reporting to the Board., His 30-year career in the oil and gas industry and his previous service as chief financial officer of a publicly traded company further brings executive leadership, risk management and strategy skills to the Board.

PROPOSAL NO. 1

		JON A. MARSHALL   Independent Director   Age: 71   Director since: 2017   Committees: Compensation; Health, Safety, Environment and Corporate Responsibility (Chair)   Other Public Boards: None   Degrees: BS in Engineering, United States Military Academy

Career Highlights

Director Skills and Qualifications

Mr. Marshall brings to the Board significant experience as a senior executive of multiple cyclical energy services companies, including as a former CEO of a NYSE-listed company that went through transformative changes. He also adds vast experience overseeing best operational, safety and environmental practices and leadership in giving back to communities. Mr. Marshall is a member of the Choctaw Nation of Oklahoma, which adds valuable cultural and ethnic perspective to the Board.

		PATRICK M. PREVOST   Independent Director   Age: 67   Director since: 2017   Committees: Audit (Chair); Nominating and Governance   Other Public Boards: Materion Corporation   Degrees: BS in Chemistry, University of Geneva; MBA, University of Chicago

Career Highlights

Director Skills and Qualifications

Mr. Prevost, a former CEO of a NYSE-listed company, brings to the Board extensive experience with capital-intensive business operations, acquisitions and strategic alliance, and management of commodity price risks. He also provides a deep commitment and skill set in safety, environmental compliance and best practices, and asset integrity. Mr. Prevost was born, raised, and spent much of his career outside the United States which adds international operations perspective to the Board.

PROPOSAL NO. 1

		ANNE TAYLOR   Independent Director   Age: 67   Director since: 2018   Committees: Audit; Compensation   Other Public Boards: Chord Energy Corporation; Group 1 Automotive, Inc   Degrees: BS and MS in Civil Engineering, University of Utah; Ph.D. Studies in Civil Engineering, Princeton University

Career Highlights

Director Skills and Qualifications

Ms. Taylor’s 30-year consulting career brings an extensive skill set to the Board in technology, strategy development and execution, change management, talent development, and insight into innovation and growth strategies. Her service on other public company boards also provides valuable compensation and corporate governance experience to the Board.

		DENIS J. WALSH III   Independent Director   Age: 62   Director since: 2019   Committees: Audit; Compensation   Other Public Boards: None   Degrees: BS in Economics, University of Massachusetts; MS in Finance, Boston College

Career Highlights

Director Skills and Qualifications

Mr. Walsh is a Chartered Financial Analyst with a 20+ year career as a securities analyst, which brings to the Board extensive investment management skills and experience with a focus on energy and natural resources. Mr. Walsh further adds to the Board valuable investor perspective and experience in investment and analysis of the global energy sector.

PROPOSAL NO. 1

		WILLIAM J. WAY   Director   Age: 63   Director since: 2016   Committees: None   Other Public Boards: None   Degrees: BS in Industrial Engineering, Texas A&M University; MBA, Massachusetts Institute of Technology

Career Highlights

Director Skills and Qualifications

Mr. Way’s insights into the Company’s operations, strategy, and talent development, as well as its relations with investors and other key stakeholders from his position as President and CEO of the Company, is highly regarded and valued by the Board. Mr. Way also brings to the Board extensive leadership experience in upstream and midstream businesses, in-depth background in managing commodity risk and capital programs, and a strong HSE commitment.

PROPOSAL NO. 1

Director Independence

The Company’s Corporate Governance Guidelines require that a majority of the members of the Board be independent of the Company’s management and its significant shareholders. For a director to be deemed “independent,” the Board must affirmatively determine that the director has no material relationship with the Company or its affiliates (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company or its affiliates), or any person (including the director) that, with its affiliates, is the beneficial owner of 5% or more of the Company’s outstanding voting stock or any member of the executive leadership of the Company or his or her affiliates. Material relationships include commercial, banking, industrial, consulting, legal, accounting, charitable and familial relationships. For making this determination, the Board has adopted a set of director independence standards consistent with the requirements of the NYSE. These independence standards can be found in the Company’s Corporate Governance Guidelines at www.swn.com.

Our Board has determined that all nominees for director, other than our CEO, Mr. Way, are independent under our applicable independence standards.

Voting for Directors

The shares of common stock represented by the enclosed proxy will be voted as instructed by the shareholder for the election of the nominees named in this section. If no direction is made, the proxy will be voted “FOR” the election of all of the nominees named above other than in the case of broker non-votes, which will be treated as described below. This year, with no shareholders having made nominations, the number of nominees equals the number of directors to be elected. Our bylaws provide that, in any uncontested election of directors (an election in which the number of nominees does not exceed the number of directors to be elected), any nominee who receives a greater number of votes cast “FOR” his or her election than votes cast “AGAINST” his or her election will be elected to the Board.

Shares not represented in person or by proxy at the Annual Meeting, abstentions and broker non-votes will have no effect on the election of directors, other than counting for purposes of a quorum. Our bylaws also provide that any nominee who does not receive a majority of votes cast “FOR” his or her election in an uncontested election is expected to tender his or her conditional resignation to the Chairman of the Board promptly following the certification of the vote, which resignation shall be promptly considered through a process overseen by the Nominating and Governance Committee, excluding (other than in certain limited circumstances set forth in our bylaws) any nominees who did not receive a majority vote. If any nominee becomes unavailable for any reason, or if a vacancy should occur before the election, the shares of common stock represented by the enclosed proxy may be voted for such other person as the Board may recommend. The Company does not expect that any nominee will be unavailable for election.

CORPORATE GOVERNANCE

Corporate Governance

Corporate Governance Policies

Southwestern Energy recognizes that strong corporate governance plays an important part in achieving our objective of enhancing the Company’s long-term value for our shareholders. Executive leadership, led by the CEO, is responsible for running the Company’s operations, under the oversight of the Board of Directors.

The Board has adopted corporate governance principles that serve as the framework of the Board and its committees. From time to time, the Board revises its corporate governance policies in response to changing regulatory requirements, evolving best practices and the perspective of our shareholders and other stakeholders.

Corporate Responsibility

Southwestern Energy Company is committed to providing the energy that powers our world, today and into the future. Creating Value+ is SWN’s core goal, with a clear focus on continuous improvement, innovation, integrity and responsibility. We seek to create value for our shareholders while providing a safe and healthy workplace for our people, acting as good environmental stewards and being respected members of the communities in which we operate. Our Corporate Responsibility Report for 2021-2022 provides additional insight into our operations, goals, strategy and performance. It is located at swncrreport.com; however, the report is not incorporated by reference into this Proxy Statement or considered to be part of this document, and the information contained in this Proxy Statement should be considered the most up-to-date in the event any such information conflicts with the information provided in the Corporate Responsibility Report.

Communications with the Board of Directors

The Board provides a process for shareholders and other interested persons to send communications to the independent Chairman of the Board, the non-employee directors as a group or any of the other directors, including the entire Board. Shareholders and other interested persons may send written communications to the non-employee directors, the Chairman of the Board or any of the other directors to the attention of the Secretary, Southwestern Energy Company, 10000 Energy Drive, Spring, Texas 77389-4954. The Secretary will review, sort and summarize the communications and forward them to the intended recipient(s) on a periodic basis, but no less frequently than every calendar quarter.

CORPORATE GOVERNANCE

Committees of the Board of Directors

The Board has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, and the Health, Safety, Environment and Corporate Responsibility Committee. All members of these committees are independent. In addition, the Board may from time to time authorize additional standing or ad hoc committees, as it deems appropriate. The Board creates ad hoc committees from time to time for special matters, such as finance or strategy. The following table lists our director nominees’ standing committee assignments and chairmanships as of December 31, 2022.

CORPORATE GOVERNANCE

Committee Reports

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

During 2022, the Nominating and Governance Committee, among other things:

CORPORATE GOVERNANCE

During 2022, the Health, Safety, Environment and Corporate Responsibility Committee, among other things:

CORPORATE GOVERNANCE

Board Leadership Structure and Executive Sessions

Catherine A. Kehr, an independent director, serves as Chairman of the Board of Directors. At many times in our past, the Board has named the CEO as Chairman with an independent director serving as presiding or lead director. The Board may modify the current structure in the future if it determines that it would be more effective and likely to advance the interests of the Company and its shareholders.

The independent directors are required to meet in executive sessions as appropriate matters for their consideration arise, but, in any event, at least once a year. During 2022, the Board conducted these executive sessions at each of its regularly scheduled meetings. The agenda of these executive sessions includes such topics as the participating directors determine. The Chairman of the Board acts as the chair of all executive sessions and is responsible for coordinating the activities of the other outside directors, as required by our corporate governance guidelines and the NYSE listing standards. The Chairman also acts as the liaison director for any informal, confidential communications with the CEO outside of the normal committee and Board procedures.

Succession Planning

The Board regularly reviews emergency and long-term succession plans for the CEO and other senior leadership positions. In assessing future possible CEOs, the independent directors identify the skills, experience and attributes they believe are required to be an effective CEO in light of the Company’s business strategies, opportunities and challenges. The Board also ensures that directors have substantial opportunities over the course of time to engage with possible succession candidates.

The Board also considers its own composition and succession plans. The Nominating and Governance Committee is responsible for establishing criteria for nominees, screening candidates (in consultation with the CEO), and upon review and feedback from the remaining directors, making a recommendation for final approval of candidates for the full Board. The decision to name a new director is made by the full Board.

Shareholder Rights

Under our Bylaws, our shareholders have the right to call a special meeting of shareholders and to nominate director candidates to appear in our proxy. Our Bylaws provide that a special meeting may be called by shareholders owning 20% “net long” interest in the Company’s outstanding stock. Shareholders may nominate candidates for director, as described in the section “Shareholder Nominations.” This includes a “proxy access” right. We have no supermajority voting requirements. Our Bylaws are available to shareholders at no charge upon request to the Secretary or on our website at www.swn.com.

CORPORATE GOVERNANCE

Shareholder Nominations

Our Bylaws permit shareholders to nominate directors for consideration at an annual meeting of shareholders. During the past year, no shareholder nominated a candidate for the Company’s Board pursuant to procedures discussed in our Bylaws or otherwise formally suggested a candidate to the Nominating and Governance Committee.

The chairman of the meeting may disregard any nomination of a candidate for director if it is not made in compliance with the procedures in our Bylaws or other requirements under the Exchange Act, as amended. For more information on shareholder participation in the selection of director nominees, please refer to Sections 2.4 and 2.18 of our Bylaws, which can be found on our website at www.swn.com under “Corporate Governance.”

It is the policy of the Nominating and Governance Committee to consider properly submitted shareholder nominations for directors and evaluate the criteria of such nominees in accordance with the Corporate Governance Guidelines and the Nominating and Governance Committee charter, both of which can be found on www.swn.com under “Corporate Governance.”

Director Nominations to be Included in Next Year’s Proxy Statement

The “proxy access” provisions allow a shareholder, or a group of up to 20 shareholders (with funds having specified relationships constituting a single stockholder), who own (as defined in our Amended and Restated Bylaws) three percent or more of our outstanding common stock continuously for at least three years, to nominate and include in our proxy materials director candidates constituting up to two directors or 20% of the Board (rounded down to the nearest whole number), whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in our Bylaws (including similar information requirements to those set forth in Section 2.4 of our Bylaws). If a shareholder or group of shareholders wishes to nominate one or more director candidates to be included in the Company’s proxy statement for the 2024 Annual Meeting pursuant to these proxy access provisions in Section 2.18 of our Amended and Restated Bylaws, written notice must be received by the Secretary of the Company at the Company’s principal executive offices (located at 10000 Energy Drive, Spring, Texas 77389) no earlier than the close of business on November 7, 2023 and no later than the close of business on December 7, 2023. Any such notice must also comply with the timing, disclosure, procedural and other requirements as set forth in our Amended and Restated Bylaws.

Shareholder Nominations for Director Candidates

Any shareholder of record of the Company who desires to nominate one or more director candidates at the 2024 Annual Meeting or submit a proposal of business (other than nominations pursuant to the “proxy access” provisions of our Amended and Restated Bylaws or shareholder proposals in accordance with Rule 14a-8) for action at the 2024 Annual Meeting, must deliver written notice of an intent to make such director nomination and/or make such proposal of business to the Secretary of the Company (at the same address noted above) no earlier than January 19, 2024 and no later than February 18, 2024. However, if the 2024 Annual Meeting is called for a date that is not within 25 days before or after the anniversary of the date of the 2023 Annual Meeting, then such notice must be delivered to the Secretary of the Company no later than the close of business on the tenth day following the day on which such notice of the date of the 2024 Annual Meeting was mailed or public disclosure of the date of the 2024 Annual Meeting was first made, whichever occurs first. Any such notice must also comply with the timing, disclosure, procedural and other requirements as set forth in the Company’s Amended and Restated Bylaws.

In addition to satisfying the requirements under the Company’s Amended and Restated Bylaws described in the immediately preceding paragraph, to comply with the universal proxy rules under the Exchange Act, any shareholder who intends to solicit proxies in support of director nominees other than the Board’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 18, 2024. However, if the date of the 2024 Annual Meeting is more than 30 days before or after the anniversary of the date of the 2023 Annual Meeting, then such notice must be delivered by the later of (x) the 10th day following the day the public announcement of the date of the 2024 Annual Meeting is first made by the Company and (y) the date which is 60 days prior to the date of the 2024 Annual Meeting.

CORPORATE GOVERNANCE

Pursuant to the policy, the Audit Committee has reviewed and established a standing pre-approval for each of the following types of transactions:

Compensation Risk Assessment

The Company believes that our compensation policies and practices appropriately balance near-term performance improvement with sustainable long-term value creation, consistent with our corporate philosophy, and, based on a determination by the Compensation Committee’s independent compensation consultant, that they do not encourage unnecessary or excessive risk taking. In addition to the Audit Committee’s oversight role in evaluating enterprise risk issues, the Compensation Committee evaluates the design of all our compensation policies and practices, including our incentive plans, to assess whether they create appropriate incentives for employees to perform and to remain at the Company and to take appropriate risks and to discourage taking inappropriate risks.

Compensation for our employees generally is structured similarly to our executive compensation program: a base salary, performance-based annual bonus, post-employment benefit plans, and, for certain senior employees, equity incentive compensation in the form of stock options, restricted stock, restricted stock units payable in cash or common stock, and/or performance units payable in common stock or cash. The less senior the employee, the more that pay is weighted toward annual compensation, with non-salaried, hourly employees receiving solely wages and a comparatively smaller bonus. Performance-based annual bonus and long-term incentives have features paralleling those for our named executive officers and thus are designed to encourage intelligent risk-taking and risk mitigation. Business unit performance comprises a significant portion of the individual performance component. The formulaic component of the annual bonus is tied not only to operating metrics but also to health, safety and environmental factors. Our Compensation Committee oversees all long-term incentive awards and reviews them to ensure they do not promote excess risk-taking. We believe our balanced use of short- and long-term incentives, mix of cash and equity incentives, metric diversification and alignment to our business strategy, capped payouts, and stock ownership guidelines promote responsible decision making, attract and retain good performers, and do not encourage unreasonable risk-taking related to the Company’s business.

As a producer of natural gas, oil and related hydrocarbons, we acknowledge that there is a certain level of risk involved in all aspects of our activities, but our compensation is structured to encourage levels of risk taken by our employees that are appropriate and socially responsible, reflecting our commitment to conducting our operations in a safe, resource-efficient manner, protecting the environment and being a good corporate citizen of the communities in which we operate. Based on the Compensation Committee’s review and assessment, the Company believes that our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.