Saying I'm frustrated with Aubrey McClendon is putting it mildly.
McClendon, the CEO of natural gas giant Chesapeake Energy (NYSE: CHK ) , was making headlines again today as Reuters revealed that he was running a $200 million commodities hedge fund. This follows on the heels of a Reuters report last month detailing more than $1 billion in loans that McClendon took out against the stakes he owns in Chesapeake wells.
In response to the previous Reuters expose, Chesapeake stripped McClendon of his chairmanship and agreed to end the Founders Well Participation Program -- the cozy deal at the center of McClendon's $1 billion borrowing spree -- early. Originally, the FWPP was scheduled to run through 2015, but it will now end in June 2014.
But these steps aren't enough. There's only one solution to the problem: Aubrey McClendon needs to go. Now.
That's easier said than done. McClendon is not only CEO, but also a founder of the company and, thanks to that FWPP, a part owner of many Chesapeake wells. To many, McClendon is Chesapeake.
On the other hand, thanks to gambling away most his shareholdings with huge amounts of margin borrowing, McClendon is a very small Chesapeake shareholder at this point. According to recent filings, McClendon owns less than 0.3% of Chesapeake's outstanding shares. Meanwhile, his shenanigans have been dragging Chesapeake's name -- and stock -- through the mud. And while he apologized to shareholders for these "distractions," it's hard to consider any of this proper conduct for a public-company CEO.
But perhaps the bigger concern that few are talking about, is what this all means for the way that McClendon has been running Chesapeake. For one, a CEO's attention should be fixed on the company that he's supposedly leading -- not the smaller, personal well-ownership empire he's building or the hedge fund he's apparently running. Furthermore, almost everything coming out about McClendon underscores his sweet-tooth for gambling. A great piece from Jeff Goodell in Rolling Stone back in March speaks to this. Shareholders or potential shareholders should be sure to read that, but, in short, Goodell's conclusion is that McClendon's gambling streak has definitely shown up in Chesapeake's business approach.
Many investors have held onto the hope that the promise of natural gas would trump the poor governance and CEO excesses at Chesapeake. That has looked like a bad gamble to me for years, but today it looks downright scary.
That is, unless McClendon is replaced and a new regime is brought into this company.
Don't stop with McClendon
Public companies aren't structured so that the CEO can run the show. Sure, McClendon wielded a considerable amount of power when he was both CEO and chairman, but in a properly functioning company, the board of directors should be keeping a wild-child CEO in check.
That didn't happen at Chesapeake. In fact, as I see it, almost the exact opposite happened as the board catered to McClendon's needs, co-signed his desires, and bailed him out when he got in tight spots. And maybe it shouldn't be too surprising -- the environment in the boardroom seems like a pretty cozy one when on average board members are being compensated to the tune of $533,000 and getting use of the company's private jet.
So, not only does McClendon need to go, but so does most of the board.
Richard Davidson, Burns Hargis, Don Nickles, Frank Keating, and Pete Miller have all been on the board for more than a couple of years and have obviously done little to rein in McClendon in exchange for their princely directors' compensation. Unfortunately, because of Chesapeake's staggered board -- a shareholder-unfriendly practice that doesn't put all directors up for election at the same time -- only Davidson and Hargis are up for election this year. But replacing them would certainly be a start.
Don't look now, but McClendon has a buddy
Interestingly, in all of this coverage of Aubrey McClendon, very little of the harsh spotlight has fallen on his buddy and Chesapeake co-founder Tom Ward. Ward was president and COO of Chesapeake until early 2006, when he made the jump to take over SandRidge Energy (NYSE: SD ) . Ward is currently the chairman and CEO of SandRidge.
According to Reuters, Ward was a partner and co-founder in the very hedge fund that's causing all of the noise around Chesapeake today. Even a quick leaf through SandRidge's proxy statement reveals much of the same clubby, "praise thy CEO" feel that has brought so many headaches to Chesapeake shareholders. Notably, though, SandRidge got rid of its version of the FWPP back in 2008.
In other words, while Aubrey McClendon may be taking a lot of heat here, SandRidge shareholders may want to gird themselves as well.
What you can do
Chesapeake has released a preliminary proxy statement (touting its great governance no less) that allows shareholders to get up to speed in preparation for voting. The annual meeting is June 8, and votes have to be in by June 6. Current shareholders can have their voice heard by voting and/or showing up at the annual meeting and sharing their thoughts.
In addition, three mutual fund companies -- Southeastern Asset Management, Wellington Management, and BlackRock (NYSE: BLK ) -- currently own more than 25% of Chesapeake combined. Investors in these companies' funds can hit the phones and urge them to push Chesapeake for the wholesale reform that's needed to get the company on the right track.