NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS May 18, 2021 - 9:00 a.m. Central Daylight Time Contents Letter from the Chair 1 Compensation Discussion and Analysis 34 Proxy Statement Highlights 3 Environmental Social Governance Board Highlights Voting at the Annual Meeting Notice of Annual Meeting of Shareholders on May 18, 2021 3 3 4 7 9 2020 Highlights 2020 Compensation Decisions How We Make Compensation Decisions Practices and Policies Related to Compensation Health, Welfare, Retirement and Other Benefits Executive Compensation 34 38 45 47 48 49 10 Proposal No. 1: Election of Directors 11 49 51 52 Nominees for Election Director Independence Selection Criteria for Nominees for Directors Director Nomination Process Voting for Directors Corporate Governance 12 17 17 18 18 19 Corporate Governance Policies Corporate Responsibility Communications with the Board of Directors Committees of the Board of Directors Committee Reports Board Leadership Structure and Executive Sessions Board, Committee and Director Evaluations Succession Planning Shareholder Rights Shareholder Nominations Certain Transactions with Directors and Officers Compensation Risk Assessment Director Compensation 19 20 20 20 21 Summary Compensation Table Grants of Plan-Based Awards Outstanding Equity Awards at Fiscal Year-End 2020 Option Exercises, Performance Units Settled and Stock Vested Pension Benefits Non-Qualified Deferred Compensation Termination and Change in Control Benefits Separation of Employment CEO Pay Ratio Proposal No. 3: Ratification of Independent Registered Public Accounting Firm Deferred Compensation Plan Total Director Compensation for Year Ended December 31, 2020 Stock Ownership Information 28 Share Ownership of Officers and Directors Equity Compensation Plans Security Ownership of Principal Shareholders Stock Ownership Guidelines Proposal No. 2: Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers 30 31 31 32 * 25 25 25 25 26 26 27 28 28 30 33 Pre-Approval Policy for Services of Independent Registered Public Accounting Firm Relationship with Independent Registered Public Accounting Firm Proposal No. 4: Shareholder Proposal Regarding Special Meetings 53 54 56 57 59 59 60 60 60 61 Questions and Answers about the Annual Meeting and Voting 63 Requirements for Submitting Proxy Proposals and Transaction of Business at Annual Meeting 67 Transaction of Business at the Annual Meeting Date for Receipt of Shareholder Proposals for the 2022 Annual Meeting Date for Receipt of Shareholder Director Nominations for the 2022 Annual Meeting Learn More Read about Southwestern Energy Company and vote online www.proxyvotenow.com/swn This proxy statement and the accompanying proxy are first being mailed, given or made available to shareholders, on or about April 8, 2021. 67 67 67 Letter from the Chair Dear Fellow Shareholders, This past year brought a myriad of historic and unforeseen challenges to navigate for SWN’s management team and board. SWN’s resilience highlighted the capability and commitment of SWN’s management team and all of SWN’s employees as well as the importance of a fully engaged and committed board of directors. Our intentional approach to risk oversight, shareholder value, and focus on key values of operational responsibility, safety, honesty, transparency, and respect for the environment helped ensure SWN’s stability and strategic growth through this challenging time. Social and Environmental Responsibility Your Board is committed to ensuring that strong performance is accompanied by responsible governance. We thoughtfully consider the alignment of the Company’s culture, values, and strategy which includes ensuring the safety and wellbeing of SWN’s employees and contractors while minimizing the Company’s impact on the environment and the communities in which it operates. In 2020, your Board regularly engaged with management regarding SWN’s response to COVID-19, which, as explained more fully in this proxy, included the establishment of remote work protocols for office workers and paid time off for non-exempt workers required to isolate or quarantine. For those employees in the field unable to work remotely, the Company instituted strong safety protocols to mitigate the risk of employee-to-employee transmission, while continuing a heightened focus on overall safety. For the year, SWN’s employees and contractors achieved first quartile, record safety performance and your Board was proud to recognize this achievement at our recent meeting. Your Board also oversaw the publication of SWN’s seventh annual corporate responsibility report, which highlighted the Company’s position as a leader among its peers in greenhouse gas and methane intensity and the achievement of fresh water neutrality for the fifth year in a row. As with safety, SWN achieved record environmental performance for the year. Strategy and Performance Our focus on long-term shareholder value has led to continued improvement in SWN’s existing business and disciplined analysis and execution of strategic opportunities. SWN has continued its multi-year plan to strengthen the balance sheet, optimize the cost structure, and improve margins. This disciplined approach extended to the successful strategic acquisition of Montage Resources, resulting in accretion to per share metrics for shareholders as well as to the balance sheet. Ongoing emphasis on a long-term strategic hedging program as well as nimble liability management brought stability to both the balance sheet and the operating plan during the historic commodity price volatility experienced in 2020. Hedge gains totaled $362 million, absolute debt was reduced through bond purchases, and debt ratios were further reduced via incremental cash flow from the Montage acquisition. The financing of the Montage transaction was emblematic of a strategy of balancing risk while enhancing shareholder value. Executive Compensation Throughout 2020, your Board considered feedback from its shareholders and its independent compensation consultant and approved changes to the 2021 compensation program to better align with a peer group reflective of the scale of SWN after the sale of the Fayetteville assets. Highlights of the changes to the 2021 compensation program include: • • • • Long-term incentive award grants have been reduced by 20% for the CEO, COO and Senior VP level employees. This is in addition to the 10% reduction for all officers in 2020. There are no changes to base salaries for the second consecutive year. The Annual Incentive program has been modified by replacing the “Production” metric with a “Proved Developed F&D cost” metric and adding an ESG metric for “Methane Intensity.” The Long-term Incentive program now includes “ROCE” and “Reinvestment Ratio” metrics, replacing the ROACE metric in last year’s program. SOUTHWESTERN ENERGY COMPANY 1 Governance As described more fully in this proxy, your Board believes effective governance depends on the diversity of thought, experience, and skillset of its members. In 2020, we welcomed Sylvester “Chip” Johnson, who brings over 40 years of energy experience and an entrepreneurial view of the business. His industry perspective helps inform our continued engagement regarding the strategic direction of our industry. Leading governance practices remain a key tenet of your Board’s culture. On behalf of the Board, I would also like to remember Julian Bott, SWN’s CFO who passed away suddenly in early January. Julian will be remembered for his leadership, his professional capability, but most of all, as a consummate member of the team. The COVID-19 pandemic has tested us as a country and as a company. Thank you to SWN’s management team and all of the employees of SWN for their tireless efforts during this challenging and demanding year, thank you to fellow shareholders for your continued support, and thank you to everyone in our communities helping with the fight against COVID-19. Sincerely, Catherine A. Kehr Chairman of the Board 2 WWW.SWN.COM/ANNUALMEETING PROXY STATEMENT HIGHLIGHTS At Southwestern Energy, operating responsibly is part of who we are and is embedded in our Formula that guides everything that we do. We believe The Right People doing the Right Things includes a commitment to Environmental, Social, and Governance (“ESG”) matters. To ensure that we live up to the high bar that we have set for ourselves, the Board directly and through its committees oversees ESG matters, and the Company has formalized the oversight and management of ESG matters through a cross-functional senior management committee that helps set general strategy relating to ESG matters and helps develop, implement, and monitor initiatives and policies based on that strategy. Below are some highlights that we believe show our commitment to ESG. ENVIRONMENTAL We believe natural gas is an essential part of a low carbon energy future, and we are well-positioned to help deliver this future through responsible energy development, which includes our efforts to conserve and protect two of our most valuable resources – water and air. SWN is a founding member of the Our Nation’s Energy (“ONE”) Future coalition, a group of 16 companies working to reduce methane emissions across the natural gas value chain, and a member of The Environmental Partnership, a group of 83 companies that have committed to implement a range of emission reduction best practices. Here are some highlights of our commitment to air and water. Leader In Air Quality Leader In Water Conservation 85% LOWER 14.3 BILLION+ 0.01% FLARING 5TH YEAR IN A ROW LOWEST 95% RECYCLED Methane intensity substantially lower than the 2025 ONE Future target Essentially no flaring of production GHG INTENSITY among AXPC* peers in annual EHS* survey 100% SURVEYED Operational and compressor facilities surveyed for potential leaks in 2020 Gallons of fresh water returned to the environment Accomplishing fresh water neutrality Produced water recycled in operations 10 PROJECTS Major water conversation projects completed in collaboration with governmental agencies, NGOs, and local community organizations * The American Exploration and Production Council (“AXPC”) is a national trade association representing the largest independent oil and natural gas exploration and production companies in the United States. EHS is an acronym for Environment, Health and Safety. SOCIAL Being socially responsible includes protecting the health and safety of our employees and contractors, recognizing the personal value of every employee, and believing that every person should be treated fairly and with respect. It also requires that beliefs are lived out through our actions. Here are a few examples of our actions that we think prove our commitment to social responsibility. Workforce Communities Investing in our employees and contractors Supporting the communities where we work and live 30,364+ $ HSE training hours completed in 2020 234,000 Donated in 2020 for COVID-19 relief 1.7 MILLION 0.36 $ 104% 1.3 MILLION+ 2020 total recordable injury rate (employees + contractors) – a SWN record Average women’s salaries to average men’s salaries in 2020 Given to STEM education & skilled workforce development since 2015 Water truck trips eliminated since 2015 SOUTHWESTERN ENERGY COMPANY 3 Proxy Statement Highlights COVID-19 RESPONSE Our response to COVID-19 in 2020 was driven by our SWN core value of safety. A workplace that is safe ensures that we are able to deliver on our strategy and commitments to the Company’s shareholders, and it is the Right Thing To Do. Here are just a few, select highlights of our swift and vigorous COVID-19 response in 2020: 2020 COVID-19 Response: • • • • • • Formed cross-functional COVID-19 Incident Response Team (“IRT”) in March 2020 to manage and oversee prolonged company-wide response and risk mitigation efforts; IRT met daily and provided real-time and weekly reports to Executive Leadership Team Required masks, social distancing, and quarantine procedures at all field and office locations based on state and federal guidance Provided priority COVID-19 testing for all office and field employees and their families Instituted dynamic office closure and remote work protocols for office workers Provided paid time off for non-exempt workers required to isolate or quarantine Developed heightened and, as necessary, rapid cleaning response protocols for all field and office locations • • • • • • Installed automated electronic temperature screening devices at controlled access points at office locations, and employed manned temperature screeners at field locations Utilized COVID-19 questionnaires for employees and contractors visiting field or office locations Held routine (usually twice monthly) all-employee town halls with the CEO to discuss operations and our approach to managing during the pandemic Modified protocols as necessary based on continuous monitoring of relevant data and guidance Offered confidential support and resources through Employee Assistance Services, a program for employees and their families to access 24/7 No known workplace transmission of the virus GOVERNANCE 2020 EXECUTIVE COMPENSATION OUR CEO’S COMPENSATION ALIGNS WITH THE SHAREHOLDER’S EXPERIENCE Over the past three years, our share price decreased 47% from December 29, 2017 ($5.58) to December 31, 2020 ($2.98), in parallel with the broader energy industry. As set out below, Mr. Way’s three-year average realized pay (“Actual W-2”) was 63% less than the three-year average total compensation reported in the Summary Compensation Table (“SCT Reported”) and 64% less than his three-year average realizable pay (“Realizable Pay”). In 2020, however, our stock performed well, up 23% from December 31, 2019 to December 31, 2020. Mr. Way’s realizable pay was likewise up, although the vast majority of that value lies in long-term incentives that will not vest for up to two years. 3-Year Average $3,185,988 2018 Actual W-2 (1) $2,418,919 2019 $8,633,277 $8,920,972 $6,234,280 $4,276,178 Realizable Pay (2) SCT Reported (3) $8,420,470 $6,482,610 $10,277,819 2020 $2,862,866 $8,064,627 $13,182,840 (1) Actual W-2 refers to taxable wages reported in accordance with IRS requirements. For Mr. Way these amounts include salary, vacation, annual incentive compensation paid to him during the year before the subtraction of his elective deferrals into the Company’s defined contribution plans, contributions made into those plans by the Company, income achieved from the vesting of restricted stock, restricted stock units, performance units, and other reportable compensation. (2) Realizable Pay includes base salary and annual incentive bonus paid during the year, the value of the unvested time-based restricted stock unit awards, and an estimated value of the unvested performance awards (scheduled to vest in 2021, 2022, and 2023) based on the Company’s closing stock price on December 31, 2020, of $2.98. (3) SCT Reported refers to the total reported compensation amount in column j of the Summary Compensation Table on page 49. 4 WWW.SWN.COM/ANNUALMEETING Proxy Statement Highlights 89% OF OUR CEO’S 2020 COMPENSATION IS AT RISK We embrace a pay-for-performance philosophy. Thus, the vast majority of our Chief Executive Officer’s total direct compensation is at risk, as noted in the graphic below. 15% Annual Cash Incentive 11% Base Salary Rewards contributions of achievement against quantitative and qualitative annual targets and individual performance Provides a competitive fixed level of compensation versus peers. Attracts and retains key employees Key Features Reviewed annually and subject to adjustments based on level of responsibility, experience, performance and market conditions 70% 30% Formulaic Individual 74% Long-Term Incentive Award (Performance Units, Restricted Stock Units) Aligns compensation with shareholder experience. Motivates and rewards for achievement of long-term strategic Company objectives At-Risk 89% 50% 50% Restricted Stock Units Performance Units 2020 Compensation Program Changes • No increase in base salary from 2019 to 2020 • Reduced 2020 long-term incentive (LTI) value by 10% from 2019 grant values • Applied a 50% adjustment to any stock price appreciation or depreciation for equity-based long-term incentive awards (see “Adjusted Stock Price” under 2020 Long-Term Incentive Awards on page 41) What We Do Alignment with Shareholders. Long-term incentive awards vest over periods of several years to reward sustained Company performance over time. Share Ownership Guidelines. Our named executive officers (“NEOs”) must hold a value equivalent to multiples of their base salaries (two times for senior vice presidents, three times for executive vice presidents and six times for our CEO). Clawbacks. If we restate our financial statements, other than as a result of changes to accounting rules or regulations, we may recover incentive compensation that was paid or granted in the three-year period prior to the restatement, regardless of whether misconduct caused the restatement. Double-Trigger Severance. Cash severance in connection with a change in control is paid only if an actual or constructive termination of employment also occurs. Annual Risk Assessments. The Compensation Committee evaluates the influence of executive compensation on corporate risk. Peer Group Comparison. With the help of independent compensation consultants, we compare executive compensation against industry compensation practices. At-will employment. Each of the NEOs is employed at-will and is expected to demonstrate exceptional personal performance to continue serving as a member of the executive team. None of the NEOs has a severance arrangement other than in the context of a change in control. Decisions by Independent Compensation Committee. Executive compensation is determined by the Compensation Committee of the Board, which is comprised solely of independent directors and approved by the full Board (only independent directors in the case of CEO compensation). Independent Compensation Consultant. The Compensation Committee retains its own independent consultant to advise on compensation matters. What We Don’t Do No Tax Gross-Ups in Change in Control Agreements. Our severance agreements apply only in case of termination following a change in control and contain no tax gross-ups for NEOs. No Automatic Base Salary Increases. Our NEOs’ base salaries are reviewed annually, and decisions are based on demonstrated individual performance, business conditions and external market data provided by our independent compensation consultants. No Hedging and Pledging of Company Stock. Our policies prohibit the hedging and pledging of our stock by our executives and directors. No Repricing of Stock Options. We do not permit the repricing of stock options without shareholder approval. SOUTHWESTERN ENERGY COMPANY 5 Proxy Statement Highlights SHAREHOLDER ENGAGEMENT Shareholders have supported the Company’s compensation program with an average of 85% of votes cast in favor of say-on-pay over the past five years. Even though we received strong support of 92% in 2019, we were disappointed to receive only 76% of votes cast in favor in 2020. As a result, in addition to our routine shareholder engagement with large institutional shareholders, in 2020 we reached out to every shareholder for whom we were able to identify contact information, who combined held approximately 83% of outstanding shares. Shareholders holding 38% of outstanding shares accepted our invitation to speak. The others either declined or did not respond to our request. The graphics below illustrates our shareholder engagement process in 2020, including key topics discussed with shareholders and changes to our 2021 compensation program based on shareholder feedback, specifically, removing production from the annual bonus program and adding an emissions metric to the compensation program. FIRST QUARTER SECOND QUARTER Active shareholder engagement Proxy solicitation to shareholders CON Begin compensation planning and finalize ESG strategy for next year Key Topics: Long-term Strategy COVID-19 Response ESG Risk Management Executive Compensation Board Structure RES POND Annual shareholder meeting L N Outreach to Montage shareholders after closing of acquisition T TE FOURTH QUARTER C IS Formed COVID-19 Incident Response Team to protect shareholder interests, which included virtual meetings with investors TA Finalize compensation planning Analyze annual meeting vote results and plan for fall engagement THIRD QUARTER Active shareholder engagement Formalized human capital management oversight and company culture oversight by amending Committee charters Engage with shareholders to continue soliciting feedback 2021 Compensation Changes in Response to Shareholder Feedback Annual Salary: • No increases for the second consecutive year Annual Bonus: • Replaced the “Production” metric with a “Proved Developed F&D cost” metric* • Added an ESG metric, “Methane Intensity”* • Increased the weighting of HSE/ESG metrics to 15% from 10% Long-term Incentives: • Reduced LTI award grants by 20% for the CEO, COO and Senior VP's • Replaced return on average capital employed (“ROACE”) with return on capital employed (“ROCE”) • Added a “Reinvestment Ratio” metric to place further emphasis on free cash flow generation *Responsive to specific shareholder feedback. 6 WWW.SWN.COM/ANNUALMEETING Proxy Statement Highlights BOARD HIGHLIGHTS BOARD COMPOSITION As the natural gas and liquids exploration and production industry has become increasingly competitive and volatile over the last several years, the Board has engaged in a deliberate and measured process to review and refresh the composition of our Board, and have targeted specific skills that provide insight into where we collectively have determined SWN and our industry are headed. We believe all of our directors possess an acute understanding of how shareholder value is generated and extensive experience in shareholder engagement. In addition, each director has experience managing in a global context or analyzing the energy industry from a global perspective. AVERAGE TENURE 5.33 years 44%* * are diverse (gender, nationality, ethnicity) * Two directors are female; one director is nationally diverse; one director is ethnically diverse 0-3 years 4-6 years 7+ years INDEPENDENCE 8 of 9 director nominees have been determined by our Board to be independent, under the standards set forth in the Securities and Exchange Commission (”SEC”) rules, the Corporate Governance Rules of the New York Stock Exchange (”NYSE”) and the Company’s corporate governance policies. Core Skill Set Critical Skills And Backgrounds We believe all of our directors possess the following core skills crucial to a successful Board: A substantial percentage of our nominees have the following critical skills and backgrounds that bring important perspectives to the Board: ACUTE UNDERSTANDING CEO LEADERSHIP EXPERIENCE HANDS-ON DIRECT EXPERIENCE DIRECT EXPERIENCE DEEP-ROOTED CORPORATE GOVERNANCE of how shareholder value is generated, and extensive experience in shareholder engagement managing in a global context or analyzing the energy industry from a global perspective risk and value understanding of cyclical commodity businesses STRATEGIC AND NIMBLE mindset gained through strategy analysis, formation, or implementation health, safety and environment, and corporate responsibility experience in cyclical industries and those with which the Company deals experience from other boards INDUSTRIAL operating and workforce management experience STRONG financial capability or competency Corporate Governance Snapshot The Board of Southwestern Energy is committed to the highest standards of corporate governance. The Corporate Governance section of our proxy statement describes our governance framework in depth, highlights of which include: Adoption of best practices • Annual “Say-on-Pay” vote • Majority voting in director elections • Annual election of all directors • Proxy access • Ability to call special meetings • Active shareholder engagement program • No supermajority voting standards • All directors independent except CEO Boardroom culture • Disciplined decision-making • Long-term outlook • Focus on Company risks and mitigation • Practices for increasing Board diversity • Engagement with management, asking the difficult questions • Willingness to engage deeply and respectfully in the boardroom • Value focused SOUTHWESTERN ENERGY COMPANY 7 Proxy Statement Highlights BOARD PARTICIPATION The Company’s Corporate Governance Guidelines state that directors are expected to attend all or substantially all Board meetings and meetings of the committees of the Board on which they serve and to attend the Annual Meeting. During 2020, the Board held 14 regular or special meetings. Information and reports regarding the committees of the Board begin on page 21. 100% ANNUAL MEETING ATTENDANCE 100% COMMITTEE MEETING ATTENDANCE AVERAGE BOARD MEETING ATTENDANCE 99% BOARD’S ROLE IN RISK MANAGEMENT A primary responsibility of the Board is assuring that processes are in place to identify and properly manage risks to the Company and its business. Each standing committee of the Board oversees and evaluates risks directly in its sphere. For example, the Nominating and Governance Committee reviews corporate governance matters, matters involving members of the board, and succession planning. Compensation Committee reviews compensation and human resources matters, the Health, Safety, Environmental and Corporate Responsibility Committee reviews health, safety, environmental and public policy matters and the Audit Committee assesses financial, cyber security, and overall risks to the enterprise. Each of these committees is comprised entirely of independent directors. The Company’s executive management meets at least quarterly with representatives of all business units and corporate functions specifically to review and assess risks and the steps being taken to manage them. These risks and management’s steps to mitigate them are discussed with the Audit Committee at least quarterly and with the full Board at least annually. The Audit Committee also meets independently with the Company’s external accounting and reserves auditors and the head of internal audit to discuss risks in financial reporting and other matters. The chart below illustrates how the Board oversees risk: BOARD OF DIRECTORS / Oversees Major Risks Commodity prices and hedging Health, safety and environment Financial strength and flexibility Talent development, retention and compensation Cyber security Asset integrity Reserves and resource development Transportation and related commitments Third-party performance/exposure Regulatory matters and social license AUDIT COMMITTEE COMPENSATION COMMITTEE Primary Risk Oversight Primary Risk Oversight Financial statements and reporting Enterprise risk management program Related party transactions Cyber security Human capital management Executive and employee compensation Incentive plans Post-employment benefit plans NOMINATING AND GOVERNANCE COMMITTEE Primary Risk Oversight Company culture Board structure Corporate governance Succession planning HSE & CR COMMITTEE Primary Risk Oversight ESG trends and issues Political and public policy matters Health, safety, and environmental risks Compliance assurance MANAGEMENT Meets quarterly Develops mitigation measures Discusses developments to identified risks Updates the Board and committees on risk assessments Identifies emerging risks 8 WWW.SWN.COM/ANNUALMEETING Proxy Statement Highlights VOTING AT THE ANNUAL MEETING How to Vote Every vote cast at the Annual Meeting plays a part in the future of Southwestern Energy. Please review our proxy statement and take the time to vote right away, using one of the methods explained below. If you are a beneficial owner, please follow the voting instructions in the proxy materials provided by your broker, bank or nominee. WHO IS ENTITLED TO VOTE? Shareholders who own shares of common stock as of March 19, 2021, the Record Date, may vote at the meeting. There were 676,781,132 shares of common stock outstanding on that date. Each share of common stock entitles the holder to one vote on all matters submitted to a vote at the Annual Meeting and any adjournment or postponement of the meeting. Voting Matters Even if you plan to attend the Annual Meeting in person, please vote immediately using one of the following voting methods. In all cases, you will need to have your Control number in hand. By Internet Vote your shares online at www.proxyvotenow.com/swn You are being asked to vote on the following: Proposal Board Recommendation PROPOSAL 1 Election of Directors PROPOSAL 2 Page FOR each of the nominees 11 Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers for 2020 FOR 33 PROPOSAL 3 Ratification of Independent Registered Public Accounting Firm FOR 60 PROPOSAL 4 Shareholder Proposal Regarding Special Meetings AGAINST 61 Attending the Annual Meeting 9:00 a.m. Central Daylight Time Tuesday, May 18, 2021 Southwestern Energy Company 10000 Energy Drive Spring, Texas 77389 All shareholders as of the record date or holders of proxies for them may attend the Annual Meeting but must have photo identification and proof of stock ownership and, in the case of a proxy holder, the proxy. If you are a shareholder of record (your shares are held in your name) or hold a proxy for such a shareholder, valid photo identification such as a driver’s license or passport showing a name that matches our records will suffice. If you are a beneficial owner (your shares are held through a broker, bank or nominee) or hold a proxy for such a shareholder, you must provide valid photo identification and evidence of current ownership of the shares, which you can obtain from your broker, bank or nominee. By Telephone Vote your shares by calling 1 (866) 257-2279 By Mail To vote by mail, you must first request a proxy card by calling 1-800-662-5200 (you will be asked for your shareholder Control Number, which is printed on the back of the notice); sending an email to SWN@investor.morrowsodali.com and inserting your shareholder Control Number in the subject line; or by going online at www.proxyvotenow.com/swn. Vote by mail by marking, dating and signing your proxy card or voting instruction form and returning it in the postage-paid envelope Learn more about the 2021 Annual Meeting at www.swn.com/annualmeeting. Due to the continuing public health impact of coronavirus disease 2019 (COVID-19), we are planning for the possibility that the Company’s annual shareholder meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by the Company and available at www.swn.com/annualmeeting. Questions and Answers about the Annual Meeting and Voting Please see the “Questions and Answers about the Annual Meeting and Voting” section beginning on page 63 for answers to common questions on the rules and procedures surrounding the proxy and Annual Meeting process. SOUTHWESTERN ENERGY COMPANY 9 10000 Energy Drive Spring, Texas 77389 Notice of Annual Meeting of Shareholders on May 18, 2021 The Annual Meeting of Shareholders of Southwestern Energy Company, or the Company, will be held at Southwestern Energy Company Headquarters, 10000 Energy Drive, Spring, Texas 77389, on Tuesday, May 18, 2021, at 9:00 a.m. Central Daylight Time for the following purposes: (1) To elect nine directors to the Board to serve until the 2022 Annual Meeting or until their respective successors are duly elected and qualified, with the Board presenting for election John D. Gass, S.P. “Chip” Johnson IV, Catherine A. Kehr, Greg D. Kerley, Jon A. Marshall, Patrick M. Prevost, Anne Taylor, Denis J. Walsh III and William J. Way; (2) To conduct a non-binding advisory vote to approve the compensation of our Named Executive Officers for 2020 (Say-on-Pay); (3) To ratify the appointment of PricewaterhouseCoopers LLP, or PwC, to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; (4) To consider a shareholder proposal contained in this proxy statement, if properly presented at the Annual Meeting; and (5) To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof. The Board of Directors fixed the close of business on March 19, 2021 as the Record Date for the determination of shareholders entitled to notice of and to vote at the meeting and any adjournment thereof. You are welcome to attend the meeting. If you do not attend, it is important that your shares be represented and voted at the meeting. You can vote your shares by telephone or over the Internet as described in more detail in the proxy materials found at www.swn.com/annualmeeting. You may revoke a proxy at any time prior to its exercise by giving written notice to that effect to the Secretary of the Company or by submitting a later-dated proxy or subsequent Internet or telephonic proxy. If you attend the meeting, you may revoke any proxy you previously granted and vote in person. Due to the continuing public health impact of coronavirus disease 2019 (COVID-19), we are planning for the possibility that the Company’s annual shareholder meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by the Company and available at www.swn.com/ annualmeeting. By Order of the Board of Directors CHRIS LACY Secretary April 8, 2021 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 18, 2021: The Notice of Internet Availability of Proxy Materials, Notice of Annual Meeting of Shareholders, 2021 Proxy Statement and the 2020 Annual Report to Shareholders are available free of charge at: www.swn.com/annualmeeting 10 WWW.SWN.COM/ANNUALMEETING Proposal No. 1: Election of Directors 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. As the natural gas and liquids exploration and production industry has become increasingly competitive and volatile over the last several years, we have engaged in a deliberate and measured process to review and refresh the composition of our Board. 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. We believe all of our directors possess the following core skills crucial to a successful Board: • • • • • Acute understanding of how shareholder value is generated, and extensive experience in shareholder engagement Direct experience managing in a global context or analyzing the energy industry from a global perspective Deep-rooted risk and value understanding of cyclical commodity businesses Strategic and nimble mindset gained through strategy formation or implementation Strong financial competency A substantial percentage of our nominees have the following critical skills and backgrounds that bring important perspectives to the boardroom: • • • • • • CEO leadership experience Hands-on HSE and corporate responsibility experience Direct experience in contiguous, cyclical industries Corporate governance experience from other boards Industrial operating and workforce management experience Mergers and acquisitions execution, implementation or analysis skills RECOMMENDATION OF THE BOARD The Board recommends that the shareholders vote “FOR” the election of each of the nominees to the Board as set forth in this proposal. ✓ SOUTHWESTERN ENERGY COMPANY 11 Proposal No. 1: Election of Directors Nominees for Election JOHN D. GASS Independent Director Age: 69 Director since: 2012 Committees: Compensation (Chair); Health, Safety, Environment and Corporate Responsibility Other Public Boards: Suncor Energy Inc. Degrees: BS in Civil Engineering, Vanderbilt University; MS in Civil Engineering, Tulane University Director Qualification Highlights • • • • • Former Vice President of Chevron Corporation and President of Chevron Gas and Midstream Operational and HSE experience in upstream and midstream sectors in US and around the world Director, Suncor Energy Inc., since February 2014 (Chairman, Human Resources and Compensation Committee; member of Governance Committee) Former director, Weatherford International, Ltd., June 2013 through December 2019 (Chairman, Compensation Committee and member of Nominating and Governance Committee) Former director of Sasol Chevron Holdings Ltd and GS Caltex Skills and Qualifications of Particular Relevance to Southwestern Energy • • • • • Career-long experience in the Company’s industry sectors, including at executive level Executive positions in global operations Managed capital-intensive, cyclical commodity businesses Valuable governance experience gained from his service on two other public company boards of directors Strong environmental and safety skills, including implementation of best practices S. P. “CHIP” JOHNSON IV Independent Director Age: 65 Director since: 2020 Committees: Health, Safety, Environment and Corporate Responsibility; Nominating and Governance Other Public Boards: Callon Petroleum Degrees: BS in Mechanical Engineering, University of Colorado Director Qualification Highlights • • • • • Former President and CEO of Carrizo Oil & Gas, which he co-founded, until its merger with Callon Petroleum in December 2019 Director, Callon Petroleum since December 2019 (Member, Strategic Planning and Reserves Committee) Director, SEARCH Homeless Services (nonprofit) Former director, Basic Energy Services Former director, Pinnacle Gas Resources Skills and Qualifications of Particular Relevance to Southwestern Energy • • • • 12 Business leadership skills as a former President and CEO of a NYSE-listed company Registered Petroleum Engineer Extensive experience in oil and gas exploration and production Risk management, strategy, and corporate governance experience WWW.SWN.COM/ANNUALMEETING Proposal No. 1: Election of Directors CATHERINE A. KEHR Independent Director and Chairman of the Board Age: 58 Director since: 2011 Committees: Audit; Nominating and Governance (Chair) Other Public Boards: None Degrees: BA, Yale University; MBA, The Wharton School, University of Pennsylvania Director Qualification Highlights • • • • • Retired Senior Vice President and Director of Capital Research Company, a division of The Capital Group, investment advisor to the American Funds Led investment analysis and served as portfolio manager of global energy equities and also served as investment analyst and portfolio manager with responsibility for global energy high-yield debt Ranked by Reuters survey among top 10 US portfolio managers in 2002 Formerly with Atlantic Richfield Company and Payden & Rygel Investment Management Former director, California Resources Corporation, February 2015 through May 2017 (Chairman of Compensation Committee and member of Audit Committee) Skills and Qualifications of Particular Relevance to Southwestern Energy • • • • Deep understanding of financial analysis and capital markets Investor perspective from career as a global energy sector investor at major fund manager Broad global knowledge of energy sector, including impacts of commodity price cyclicality Corporate governance and compensation experience from service as a director of another E&P company GREG D. KERLEY Independent Director Age: 65 Director since: 2010 Committees: Health, Safety, Environment and Corporate Responsibility; Nominating and Governance Other Public Boards: None Degrees: BS in Accounting, Oklahoma State University Director Qualification Highlights • • • • • Retired Executive Vice President and Chief Financial Officer of Southwestern Energy (last employed October 2012) Rated by Institutional Investor in 2010 as one of the top performing E&P CFOs Former Controller, Chief Accounting Officer, Treasurer and Secretary Senior financial and accounting positions at Agate Petroleum, Inc. Arthur Andersen LLP, working for energy clients Skills and Qualifications of Particular Relevance to Southwestern Energy • • • • • • Extensive experience in finance, accounting, and financial reporting, including serving as chief financial officer of a publicly traded company Executive leadership experience Deep risk management background Strong strategic skills and background Former CPA More than 30 years of oil and gas industry experience SOUTHWESTERN ENERGY COMPANY 13 Proposal No. 1: Election of Directors JON A. MARSHALL Independent Director Age: 69 Director since: 2017 Committees: Compensation; Health, Safety, Environment and Corporate Responsibility (Chair) Other Public Boards: Noble Corporation plc Degrees: BS in Engineering, United States Military Academy Director Qualification Highlights • • • • • • • • Former Chief Executive Officer and President of GlobalSantaFe Corporation Former President and Chief Operating Officer, Transocean Ltd. Director, Noble Corporation plc, since 2009 (Chairman, Compensation Committee; member, Health, Safety, Environment and Engineering Committee; member, Finance Committee) Chairman of the Board of Directors, Chahta Foundation (nonprofit promoting education, cultural identity and health for the Choctaw Nation) Director, Choctaw Global Services (a for-profit entity of the Choctaw Nation of Oklahoma) Former Director, Sentinel Energy Services, Inc., (2018-2020) Former Director, Cobalt International Energy, Inc. (2010-2018) Former Director, Jones Academy Foundation (foundation supporting residential learning center for Choctaw youth) Skills and Qualifications of Particular Relevance to Southwestern Energy • • • • • Former CEO of NYSE-listed company that went through transformative changes Significant experience as a senior executive of multiple energy services companies Executive experience in cyclical global businesses Experience overseeing best operational, safety and environmental practices Added cultural and ethnic perspective, with strong leadership in giving back to communities PATRICK M. PREVOST Independent Director Age: 65 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 Director Qualification Highlights • • • • • • Former President and Chief Executive Officer of Cabot Corporation, a global specialty chemical and performance materials company, January 2008 until March 2016 Responsible CEO of the Year, Corporate Responsibility Magazine, 2013 Director, Materion Corporation, since 2019 (member, Compensation Committee; member, Governance and Organization Committee) Former President, Performance Chemicals, BASF, AG Former senior management positions at BP plc and Amoco, Inc. Former director, Cabot Corporation (2008 to 2020), General Cable Corporation (2010 to 2018) and American Chemical Industry Council Skills and Qualifications of Particular Relevance to Southwestern Energy • • • • • • 14 Former service as CEO of NYSE-listed company and service on public company boards in leadership positions Experience in chemical industry and managing commodity price risks Led capital-intensive business operations Experience in acquisitions and strategic alliance Deep commitment and skills in safety, environmental compliance and best practices and asset integrity Global perspective in international company and having been born, raised and spent much of his career outside the US WWW.SWN.COM/ANNUALMEETING Proposal No. 1: Election of Directors ANNE TAYLOR Director Age: 65 Director since: 2018 Committees: Audit; Compensation Other Public Boards: Group1 Automotive; Whiting Petroleum Degrees: BS and MS in Civil Engineering, University of Utah Director Qualification Highlights • • • • • • • • • • 30-year career with Deloitte, LLP (1987 until her retirement in June 2018) Director, Group 1 Automotive, since 2018 (member, Audit and Compensation Committees) Director, Whiting Petroleum, since September 2020 (member, ESG and Compensation Committees) Director, Conway MacKenzie (private financial consulting firm) Director, Central Houston, Inc. (non-profit) Former Vice Chairman and Managing Partner, Houston office, Deloitte, LLP (2007-2018) Former Regional Managing Partner, Mid-America Region, Deloitte, LLP Former U.S. Chief Strategy Officer, Deloitte, LLP Former director, Deloitte, LLP (Chair of the Investment Committee; member of the US and Global Nominating and the CEO Evaluation and Compensation Committees) Former director, Deloitte Consulting, LLP Skills and Qualifications of Particular Relevance to Southwestern Energy • • • • • • Extensive strategy development and execution experience Change management experience Talent development experience Board and corporate governance experience Insight into innovation and growth strategies Energy industry knowledge DENIS J. WALSH III Director Age: 60 Director since: 2019 Committees: Audit; Compensation Other Public Boards: None Degrees: BS in Economics, University of Massachusetts; MS in Finance, Boston College Director Qualification Highlights • • • • • • • Retired in 2013 as a Managing Director of BlackRock, Inc., the world’s largest investment management company Former lead Portfolio Manager for BlackRock, Inc.’s All-Cap Energy strategies (2005-2013) Former Managing Director at State Street Research & Management Company (1999-2005) Founded and previously served as a lead Portfolio Manager for State Street’s Analyst Fund Former Research Analyst at Fleet Investment Advisors (1994-1999) Recognized by Institutional Investor magazine as “The Best Of The Buyside” Energy Analyst seven times Adjunct faculty member at Providence College teaching investment management since 2013 Skills and Qualifications of Particular Relevance to Southwestern Energy • • • • Chartered Financial Analyst 20+ year career as a securities analyst Extensive investment management experience focusing on energy and natural resources Global energy sector investment and analysis experience SOUTHWESTERN ENERGY COMPANY 15 Proposal No. 1: Election of Directors WILLIAM J. WAY Director Age: 62 Director since: 2016 Committees: None Other Public Boards: None Degrees: BS in Industrial Engineering, Texas A&M University; MBA, Massachusetts Institute of Technology Director Qualification Highlights • • • • • • • • President and Chief Executive Officer of the Company since January 2016 President and Chief Operating Officer of the Company, December 2014 to January 2016 Executive Vice President and Chief Operating Officer of the Company, October 2011 to December 2014 Former Senior Vice President-Americas, BG Group plc with responsibility for E&P, Midstream, LNG and global shipping operations in the US, Trinidad and Tobago, Chile, Bolivia, Canada and Argentina Former President, Dubai Petroleum Company, 2002-2007 Various senior technical, operational and leadership positions at ConocoPhillips 1981-2007 Extensive managerial, operational, technical and leadership experience in U.S. and international upstream and midstream sectors Current Director of the American Petroleum Institute and the National Petroleum Council Skills and Qualifications of Particular Relevance to Southwestern Energy • • • • • 16 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 leader of the Company Extensive leadership experience in upstream and midstream businesses Deep background in managing commodity risk and capital programs Strong HSE commitment and experience History of talent development WWW.SWN.COM/ANNUALMEETING Proposal No. 1: Election of Directors Director Independence The Company’s Corporate Governance Guidelines require that a majority of the members of the Board be independent of the Company’s executive leadership 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 as required by 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 of the nominees for director, other than our CEO, Mr. Way, are independent under our applicable independence standards. Selection Criteria for Nominees for Directors Each member of the Board is expected to bring a valuable and often different perspective to the governance of the Company. When these differing skill sets and backgrounds are combined in an environment of interaction and respect, they give a greater overall skill set to the Board and provide a strong governance structure. Our Corporate Governance Guidelines, which are available on our website at www. swn.com, set forth certain criteria that apply to the selection of director candidates. Director Selection Criteria Each director nominee should: • be chosen without regard to sex, race, religion or national origin • be an individual of the highest character and integrity and have the ability to work well with others • have an inquiring mind, vision and good judgment • be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director • have a skill set that complements the backgrounds and experience of other Board members • • • possess substantial and significant business experience in specific areas of expertise that would be important to the Company in the performance of the duties of a director have sufficient time available to devote to the affairs of the Company to carry out the responsibilities of a director have the capacity and desire to represent the balanced, best interests of all shareholders and objectively appraise management performance SOUTHWESTERN ENERGY COMPANY 17 Proposal No. 1: Election of Directors Director Nomination Process The Nominating and Governance Committee evaluates the qualifications of each director candidate against the foregoing criteria in making a recommendation to the Board concerning that individual’s election or re-election as a director, including members of the Nominating and Governance Committee. The Nominating and Governance Committee, with direct input and advice from 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 periodically reviews and updates the foregoing criteria as deemed necessary. The Company is committed to considering candidates for the Board regardless of gender, ethnicity and national origin. Any search firm retained to assist the Nominating and Governance Committee in seeking candidates is instructed to seek diverse candidates from traditional and nontraditional candidate groups. In 2020, the Board added one new director, which means 56% of this year’s nominees have been added since 2017. Their selection followed a thorough search process, aided by an external search firm. The following key goals informed these choices: • • We believe an effective Board brings together a diversity of perspectives based upon a strong balance of skills, experience and personal qualities that, when united with a set of core competencies, provide a solid platform for prudent oversight of the Company. We have targeted specific skill resources that provide insights into where we collectively determine SWN and our industry are headed. • We actively pursue diversity of thought, approach, gender and ethnicity. Each director’s continuation on the Board is reviewed near the end of his or her term and before that director is reconsidered for election. As described more fully on page 25, the Nominating and Governance Committee conducts a peer review evaluation process for directors and, with this information and in consultation with the Chairman of the Board, reviews and assesses the contributions of those directors selected for re-election. At the conclusion of this process, the Chairman of the Nominating and Governance Committee reports the Nominating and Governance Committee’s conclusions to the full Board. Once a director reaches the age of 75, he or she may not be considered for re-election to the Board of Directors, with certain exceptions provided in our Corporate Governance Guidelines. 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. Candidates for membership on the Board may be suggested by any director or shareholder, and the Board may retain professional search firms to identify suitable candidates. Shareholders may nominate candidates for directors by following the procedures described on page 26 under “Shareholder Nominations.” 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 18 WWW.SWN.COM/ANNUALMEETING 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 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 Governance Materials The following materials related to corporate governance at Southwestern Energy are available at www.swn.com, under the section “Corporate Governance.” • • • • • • • Certificate of Incorporation Bylaws Audit Committee Charter Compensation Committee Charter Nominating and Governance Committee Charter Health, Safety, Environment and Corporate Responsibility Committee Charter Corporate Governance Guidelines • • • • • • Business Conduct Guidelines Code of Ethics for Section 406 Officers Anti-Corruption Compliance Policy Confidential Complaint Procedures for Questionable Accounting Practices Procedures for Contacting the Board Political Contributions Policy Copies of all of these documents are also available in print free of charge to any shareholder upon request to our Investor Relations Department located at our corporate headquarters and reachable at (832) 796-4700. SOUTHWESTERN ENERGY COMPANY 19 Corporate Governance 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 provides additional insight into our operations, goals, strategy and performance. It is located at www. swn.com/responsibility. 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. 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. In addition, the Board may from time to time authorize additional standing or ad hoc committees, as it deems Board Member Audit John D. Gass 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, 2020. Compensation Nominating and Governance C  S.P. “Chip” Johnson IV* Catherine A. Kehr  C  Greg D. Kerley  Jon A. Marshall C Anne Taylor   Denis J. Walsh III    * Mr. Johnson was added to the Nominating and Governance Committee in February 2021 WWW.SWN.COM/ANNUALMEETING  C  Patrick M. Prevost William J. Way 20 Health, Safety, Environmental and Corporate Responsibility Corporate Governance Committee Reports Audit Committee Report Each member of the Audit Committee is financially literate and independent under SEC, NYSE and the Company’s rules and guidelines. The Audit Committee is charged with assisting the Board in its oversight of the following, among other things: Members during 2020: All independent Patrick M. Prevost (Chair) Catherine A. Kehr Anne Taylor Denis J. Walsh III • • Meetings during 2020: Four, each attended by all members • Audit Committee Financial Experts The Board has determined that each of the following members of the Audit Committee is an Audit Committee Financial Expert based on a qualitative assessment of the individual’s knowledge and experience: • Ms. Kehr – MBA from The Wharton School at the University of Pennsylvania; extensive experience in debt and equity markets during career as investment analyst and portfolio manager • Mr. Prevost – Former CEO of a publicly-traded company • Mr. Walsh – Former managing director of the world’s largest investment management company • • During 2020, the Audit Committee, among other things: • • Reviewed and discussed each quarter the Company’s financial performance, liquidity position and hedging portfolio Before filing both the annual and the quarterly financial statements of the Company ° discussed these financial statements with executive leadership and PricewaterhouseCoopers LLP (“PwC”), the Company’s independent public accounting firm, including the matters required by applicable auditing standards reviewed with management disclosure procedures and controls ° in the case of annual financial statements, received and ° reviewed the written disclosures and the letter from PwC under applicable requirements of the Public Company Accounting Oversight Board and discussed with PwC its independence from the Company and its management ° met privately (i.e., without Company management) and separately with each of PwC, the Company’s head of internal audit services, and individuals in executive leadership reviewed reserves calculations with management and, in ° the case of year-end calculations, met privately (i.e., without Company management) with Netherland, Sewell & Associates, Inc., the Company’s independent reserves audit firm Patrick M. Prevost, Chair Catherine A. Kehr ° • • • • • the integrity of the Company’s financial statements and financial reporting process and the Company’s systems of internal accounting and financial controls the performance of the internal audit services functions the annual independent audit of the Company’s financial statements, the engagement of the independent auditors and the evaluation of the independent auditors’ qualifications, independence and performance the Company’s compliance with legal and regulatory requirements, including disclosure controls and procedures the evaluation of enterprise risks based on the review and discussion described above, recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable Reviewed the performance of the Company’s independent public accounting firm and the scope of its engagement and recommended its continued engagement, including fees and any non-audit matters Reviewed in detail the Company’s risk management process and specific risks identified, including cybersecurity Received quarterly reports regarding the Company’s cybersecurity posture Discussed and approved scope of internal audit services’ review of transactions and compliance matters and reviewed results on a quarterly basis Received and reviewed reports on litigation and on confidential hotline calls on a quarterly basis Anne Taylor Denis J. Walsh III SOUTHWESTERN ENERGY COMPANY 21 Corporate Governance Compensation Committee Report Members during 2020: All independent John D. Gass (Chair) Jon A. Marshall Anne Taylor Denis J. Walsh III • Meetings during 2020: Three regular meetings and two special meetings, each attended by all members During 2020, the Compensation Committee, among other things: • Conducted an in-depth review of the Company’s executive compensation programs, including: °° extensive benchmarking of compensation levels and components against the Company’s peer group, using data from the Committee’s independent compensation consultant °° consideration of compensation trends °° assessment of risks in compensation programs °° approved the 2020 Compensation program for named executive officers, including: °° no base salary increases °° reduction of LTI target values by 10% °° inclusion in LTI program of 50% adjustment to any stock price appreciation or depreciation • Engaged with a large majority of shareholders and analyzed feedback regarding the Company’s executive compensation program Determined individual bonuses for 2019 and payouts of long-term performance awards whose performance periods ended in 2019 After review with independent compensation consultants of overall payment levels, established salary levels, annual bonus targets and long-term incentive grants for 2020 for all Section 16 officers, subject to the approval of the Board Determined the 2019 annual bonus pool for non-officer employees Reviewed benefits policies and programs, including status of Company pension plan and determined to “freeze” the pension plan and to modify the 401(k) plan to align retirement benefits with market data Reviewed the Company’s stock ownership guidelines and prohibition on hedging and pledging and officers’ compliance with them Modified its charter to formalize and to clarify its role in overseeing strategies and initiatives related to human capital management, including employee engagement and diversity and inclusion. • • • • • • John D. Gass, Chair Jon A. Marshall 22 Each member of the Compensation Committee is independent under SEC, NYSE and the Company’s rules and guidelines. Among other things, the Compensation Committee is charged with assisting the Board in: Anne Taylor Denis J. Walsh III WWW.SWN.COM/ANNUALMEETING • discharging its responsibilities related to the compensation of the Company’s executive officers and certain other employees of the Company preparing the report on executive compensation for inclusion in the Company’s annual proxy statement The Compensation Committee continued to engage Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant for 2020 to advise on all matters related to executive compensation. In particular, Meridian collected and provided quantitative competitive market data for peer companies and advised in the selection of the peer groups of companies for compensation levels and performance-based long-term incentives. The Compensation Committee has sole authority to retain and terminate consultants such as Meridian and determines the interaction between consultants and Company management and personnel. Meridian provides no other services to the Company other than supplying the Nominating and Governance Committee with comparative data for compensation of non-employee directors and providing the Company on a quarterly basis data to assist in valuing unvested performance units for the purpose of applying generally accepted accounting principles regarding liability award accounting, the fees for which are about $65,000 annually. The Compensation Committee regularly meets with Meridian without any Company officers or employees present. Report of the Compensation Committee The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis appearing in this proxy statement with executive leadership and, based on that review and discussion, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement. Compensation Committee Interlocks and Insider Participation During 2020, there was no interlocking relationship between the Board or the Compensation Committee and the board of directors or compensation committee of any other company. Corporate Governance Nominating and Governance Committee Report Members during 2020: All independent Catherine A. Kehr (Chair) Greg D. Kerley Patrick M. Prevost Each member of the Nominating and Governance Committee is independent of the Company and executive leadership under the standards set forth in the SEC rules and the Corporate Governance Rules of the NYSE. In accordance with its charter, the purpose of the Nominating and Governance Committee is to discharge the responsibility of the Board relating to: • Meetings during 2020: Three regular meetings and one special meeting, each attended by all members • • • • During 2020, the Nominating and Governance Committee, among other things: • • • • • • Conducted an annual review of each director and the full Board’s performance, and based on that, evaluated the Board’s composition Recommended the election of a new director to balance the Board’s and its committees’ skill sets and knowledge basis, as described more fully below Oversaw the process for the Board to plan for the succession and development for key executives Reviewed the Company’s Corporate Governance Guidelines and all committee charters, with input from other committees as applicable, and recommended changes that the Board adopted Reviewed director compensation, benchmarking the Company against peer companies based on input from Meridian Compensation Partners, LLC (“Meridian”), the independent compensation consultant that the Compensation Committee also uses Modified its charter to formalize and to clarify its role in coordinating oversight of the Company’s culture among the existing Board committees in order to ensure alignment among the Company’s culture, values, and strategy. the identification of individuals qualified to become members of the Board the recommendation to the Board of the director nominees for each Annual Meeting of Shareholders the consideration and periodic reporting to the Board on all matters relating to the selection, qualification and compensation of members of the Board and candidates nominated to the Board the development and recommendation to the Board of a set of corporate governance guidelines applicable to the Company the review of the overall corporate governance structure of the Company and the recommendation of any proposed changes regarding the Company’s corporate governance practices in a lengthy and deliberate process, assisted by an outside search firm, of identifying and analyzing a qualified candidate whose skills and background complement those of the continuing directors and increase the collective knowledge and insights of our Board. In particular, the Committee deliberately sought out an individual with strategic perspectives on our industry, leadership experience, and other complementary skills for this stage in the Company’s history. The Company is committed to considering diverse candidates for the Board and the search firm was instructed to seek diverse candidates from traditional and nontraditional candidate groups. We were guided by the criteria set forth in our Corporate Governance Guidelines, which are available to view on our website at https://www.swn.com/investors/corporate-governance/. Our Committee recommended, and the Board elected, S. P. “Chip” Johnson IV as a new independent director in 2020. He is the former President and CEO of Carrizo Oil & Gas and brings important experience to the Board’s mix of skills. The Committee also recommended, and the Board approved, certain realignments in the composition of our standing committees to take advantage of our new director’s skills. We have eight independent directors with a variety of backgrounds, both inside our industry and relevant to it. The Nominating and Governance Committee devoted time in 2020 to Board assessment and refreshment. The Committee engaged Catherine A. Kehr, Chair Greg D. Kerley Patrick M. Prevost SOUTHWESTERN ENERGY COMPANY 23 Corporate Governance Health, Safety, Environment and Corporate Responsibility Committee Report Although not required by SEC or NYSE rules or regulations, each member of the Health, Safety, Environment and Corporate Responsibility Committee is independent under SEC, NYSE and the Company’s rules and guidelines. Among other things, the Health, Safety, Environment and Corporate Responsibility Committee is charged with assisting the Board in: Members during 2020: All independent Jon A. Marshall (Chair) John D. Gass S. P. “Chip” Johnson IV (joined September 2020) Greg D. Kerley • Meetings during 2020: Four, each attended by all who were members at the time of the meeting • During 2020, the Health, Safety, Environment and Corporate Responsibility Committee, among other things: • • • • • Reviewed in depth each quarter compliance statistics and incident rates in the areas of health, safety and the environment Considered reports on HSE incidents and related investigations and discussed lessons learned Reviewed and assessed the Company’s programs to assure safety and compliance with Company policies at all of its locations, including by service providers and other non-employees onsite or working with our businesses Jon A. Marshall, Chair John D. Gass 24 S. P. “Chip” Johnson IV Greg D. Kerley WWW.SWN.COM/ANNUALMEETING • • matters of health, safety and environment arising out of the Company’s activities and operations and their impact on employees, contractors and the communities in which the Company operates current and emerging trends in social, political and public policy issues that may affect the Company, its business and its reputation and that are not in the purview of other standing committees of the Board of Directors Reviewed key risks associated with the Company’s operations and business in the areas of health, safety and the environment and the Company’s programs and policies to address these risks Recommended to the Compensation Committee the metrics related to health, safety and the environment to be included in the Company’s compensation programs, including adding methane intensity as a metric to the Company’s annual bonus program Reviewed and discussed environmental, social and political trends, legislation and policies and their potential impact on the Company Reviewed and oversaw the publication of the annual corporate responsibility report Corporate Governance Board Leadership Structure and Executive Sessions Currently an independent director, Catherine A. Kehr, 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 again 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 2020, 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 (or the presiding director if the CEO is Chairman) 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 (or the presiding director if the CEO is Chairman) also acts as the liaison director for any informal, confidential communications with the CEO outside of the normal committee and Board procedures. Board, Committee and Director Evaluations Each year, the Nominating and Governance Committee supervises a thorough evaluation process of the performance of the Board as a whole, each of its committees and each of its directors. Steps and actions include: EVALUATION PROCEDURE SUMMARY AND FEEDBACK Individual Director • Each director anonymously evaluates each other director on multiple criteria Results are compiled by an outside legal firm to assure anonymity • Each member completes a multi-question evaluation of the committee’s performance tailored to its specific tasks • Each director completes a comprehensive questionnaire regarding the Board’s overall performance and effectiveness • • • Committee Board • • • • Individual results are shared with the director and the Chair of the Nominating and Governance Committee Results are considered in committee assignments and in deciding whether to re-nominate the director Committee discusses results and potential improvements Can lead to recommending revisions to committee’s charter and practices Results discussed in executive session Nominating and Governance Committee considers results in evaluating committee structure and assignments 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 Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws, our shareholders have the right to call a special meeting of shareholders and to nominate director candidates to appear in our proxy. Holders of at least 20% of our common stock meeting certain “net long” holding requirements may require the Secretary to call a special meeting. Our Amended and Restated Bylaws allow shareholders to nominate candidates for director, as described in the section “Shareholder Nominations.” This includes a “proxy access” right. We have no supermajority voting requirements. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are available to shareholders at no charge upon request to the Secretary or on our website at www. swn.com. SOUTHWESTERN ENERGY COMPANY 25 Corporate Governance Shareholder Nominations Our Amended and Restated 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 Amended and Restated 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 Amended and Restated Bylaws or other requirements under the Securities Exchange Act of 1934, as amended. For more information on shareholder participation in the selection of director nominees, please refer to Section 2.4 of our Amended and Restated 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 as described under “Succession Planning.” In evaluating such nominations, the Nominating and Governance Committee seeks to address the criteria set forth under “Election of Directors–Selection Criteria for Nominees for Directors.” Proxy Access Nominations A shareholder, or a group of up to 20 shareholders (with funds having specified relationships constituting a single shareholder), owning 3% or more of the Company’s outstanding common stock continuously for at least the preceding three years may nominate and include in the Company’s proxy materials director candidates constituting up to 20% of the Board or two directors, whichever is greater, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in the Amended and Restated Bylaws. Shares that have been loaned during any portion of the three-year holding period count as being owned as long as certain conditions for the recall of shares are met. This is in addition to the right of any shareholder to nominate director candidates outside the proxy access process. To make a proxy access nomination, an eligible shareholder (as defined in our Amended and Restated Bylaws) generally must deliver a qualifying notice to the Secretary at the principal executive offices of the Company not less than 120 days nor more than 150 days prior to the first anniversary of the date that the Company first distributed its proxy statement to shareholders for the previous year’s Annual Meeting of Shareholders and otherwise comply with all of the requirements of the Amended and Restated Bylaws. For the 2022 Annual Meeting, we must receive notice of the nomination for inclusion in the Company’s proxy materials no earlier than November 9, 2021 and no later than December 9, 2021. Other Nominations Our Amended and Restated Bylaws also allow any shareholder to nominate a candidate for election to the Board without the nomination included in the Company’s proxy materials by delivering written notice by mail to the Secretary at the principal executive offices of the Company generally not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding Annual Meeting of Shareholders, assuming that meeting is held within 25 days of such anniversary. The notice must include information specified in the Amended and Restated Bylaws. For the 2022 Annual Meeting, assuming it is held within 25 days of May 18, 2022, we must receive notice of intention to nominate a director no earlier than January 18, 2022 and no later than February 17, 2022. If the meeting is not held within 25 days before or after the first anniversary of the preceding year’s annual meeting, we must receive notice of a shareholder’s intention to nominate a director (or to introduce an item of business) no later than the close of business on the tenth day following the day on which we send notice of the annual meeting or otherwise publicly disclose such date, whichever first occurs. Certain Transactions with Directors and Officers The Board has adopted a written policy that governs the approval of transactions with related parties, including, among others, officers, directors and their immediate family members. The Related Party Transaction Policy applies to any potential related party transaction other than a transaction involving less than $5,000 or involving compensation by the Company of a related party who is a director or officer. Under the Company’s related party transaction policy, directors and officers are required to bring any possible related party transaction to the attention of the Company’s General Counsel. The Board has determined that the Audit Committee is best suited to review such transactions. At the first regularly scheduled Audit Committee meeting in each calendar year, executive leadership recommends transactions to be entered into by the Company for that calendar year with related parties, including the proposed aggregate value of such transactions, if applicable. After review, the Audit Committee approves or disapproves such transactions. At each subsequently scheduled meeting, executive leadership updates the Audit Committee as to any 26 WWW.SWN.COM/ANNUALMEETING material change to those proposed transactions. In the event executive leadership recommends any additional transactions subsequent to the first calendar year meeting, such transactions may be presented to the Audit Committee for approval or preliminarily entered into by executive leadership subject to ratification by the Audit Committee; and if the transaction is not so ratified, the transaction must be cancelled. Pursuant to the policy, the Audit Committee has reviewed and established a standing pre-approval for each of the following types of transactions: • Any employment by the Company of an executive officer of the Company or any of its subsidiaries if: the related compensation is required to be reported in the Company’s proxy statement under Item 402 of Regulation S-K promulgated by the SEC regarding compensation disclosure requirements (generally applicable to “named executive officers”) and is approved (or recommended Corporate Governance • • to the Board for approval) by the Company’s Compensation Committee; or the executive officer is not an immediate family member of another executive officer or director of the Company, the related compensation would be reported in the Company’s proxy statement under Item 402 if the executive officer was a “named executive officer,” and the Company’s Compensation Committee approved (or recommended that the Board approve) such compensation; Any compensation paid to a director if the compensation is required to be reported in the Company’s proxy statement under Item 402 of Regulation S-K; Any transaction with another company at which a related party’s only relationship is as an employee (other than an executive officer or director) or beneficial owner of less than ten percent of that company’s equity, if the aggregate amount involved does not exceed the greater of $1,000,000, or two percent of that company’s total annual revenues; • • • • • Any charitable contribution, grant or endowment by the Company to a charitable organization, foundation or university at which a related party’s only relationship is as an employee (other than an executive officer or director), if the aggregate amount involved does not exceed the lesser of $1,000,000, or two percent of the charitable organization’s total annual receipts; Any transaction where the related party’s interest arises solely from the ownership of the Company’s common stock and all holders of the Company’s common stock received the same benefit on a pro rata basis (e.g., dividends); Reimbursement or payment of expenses of a related party who is an officer or director pursuant to the Company’s travel and business expense reimbursement policies; Transactions available to all employees generally; or Transactions in the ordinary course of business that do not exceed $120,000 in any fiscal year. Certain Transactions The Company employs our director Greg Kerley’s son-in-law, James Durant, as a Senior Production Engineer. He received total compensation of less than $175,000 in fiscal year 2020. Mr. Durant was a full-time employee of the Company before his marriage to Mr. Kerley’s daughter. The Company also employed our former Chief Financial Officer’s sister, Kate Bott, as Senior Marketing Analysis Manager. She received total compensation of less than $360,000 in fiscal year 2020, which includes separation benefits consistent with benefits provided to other employees. Ms. Bott’s employment with the Company ended on May 31, 2020. 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. 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 assure 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. Compensation for our employees generally is structured similarly to our executive compensation program: a base salary, performancebased 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 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. SOUTHWESTERN ENERGY COMPANY 27 Director Compensation Directors who are not also Southwestern Energy employees were compensated during 2020 for their service as a director. For 2020, each non-employee director received the following compensation: • • • • annual cash retainer of $75,000 annual long-term incentive compensation with a value of $200,000 additional annual compensation to the Chairman of the Board in the amount of $120,000, payable in cash or common stock at her election $20,000 for chairing the Audit Committee; $15,000 for chairing the Compensation Committee; and $10,000 for chairing the Health, Safety, Environment and Corporate Responsibility Committee or the Nominating and Governance Committee We reimburse all directors for travel and other necessary business expenses incurred in the performance of their services for us and extend coverage to them under our directors’ and officers’ indemnity insurance policies. Directors are also eligible to participate in our gift matching program. The maximum gift total for a director participant in the gift matching program is $15,000 in any calendar year. The total annual compensation (i.e., total cash compensation plus long-term incentive compensation) paid to each outside director is determined based on a peer review performed by Meridian, an independent compensation consultant that also advised the Board’s Compensation Committee, to evaluate the competitiveness and reasonableness of our director compensation. The total compensation paid to each outside director in 2020 was below the median of our peer group as determined by Meridian. The directors’ long-term incentive compensation, granted once a year on the date of the annual meeting, took the form of restricted stock that vests in full on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of shareholders, except that if a director age 65 or older with at least three years of service retires from the Board before that anniversary, the shares will vest on retirement. All of the restricted stock grants will immediately fully vest upon a “change in control” or the death or disability of a director, or if the Board otherwise decides, and a prorated portion will vest if the director leaves the Board prior to the vesting date for any other reason. The Chairman of the Board elected to receive her compensation for serving as Chairman in fully vest common stock, which was issued quarterly in arrears on January 1, April 1, July 1, and October 1, 2020. Deferred Compensation Plan The Company maintains a Nonemployee Director Deferred Compensation Plan, effective as of June 1, 2019 (“Directors Deferred Compensation Plan”), which enables nonemployee directors, at their election, to defer all or a portion of their annual fees, committee chair fees and/or annual equity awards until (i) the later of the seventh month following the director’s separation from service or the January immediately following the calendar year in which the director incurs a separation from service (or the director’s death or disability, if earlier), and will be paid in the form of a lump sum or annual installments of up to ten years at the director’s election, or (ii) a fixed distribution date or a series of annual installment payments for a period of up to five years which will not begin until one full year has elapsed following the end of the plan year in which the deferral is made. Director fees are deferred into a cash account that remains subject to the claims of the Company’s creditors and invested per the director’s instructions into one or more investment funds. If deferred, the annual equity award is issued as a restricted stock unit and held in an account providing for the credit of one restricted stock unit for each share of restricted stock deferred. Restricted stock unit accounts will also be credited with dividend equivalents in the form of additional restricted stock units. Restricted stock units are subject to the same vesting terms that apply to restricted stock, as described above, and are payable in the form of one share of the Company’s common stock for each restricted stock unit. Total Director Compensation for Year Ended December 31, 2020 (a) (c) (d) (e) Fees Earned or Paid in Cash ($)(1) Stock Awards ($)(2)(3) All Other Compensation ($)(4) Total ($) John D. Gass 90,000 200,002 15,000 305,002 S.P. “Chip” Johnson IV* 21,976 151,231 – 173,207 Catherine A. Kehr 85,000 320,004 – 405,004 Greg D. Kerley 75,000 200,002 15,000 290,002 Jon A. Marshall 85,000 200,002 – 285,002 Patrick M. Prevost 95,030 200,002 – 295,032 Anne Taylor 75,000 200,002 – 275,002 Denis J. Walsh III 75,145 200,002 – 275,147 Name (b) * Mr. Johnson was appointed to the Board on August 16, 2020. (1) Included in this column are an annual retainer fee and committee chairman fees, as applicable. Additional details regarding these payments can be found in the narrative above. 28 WWW.SWN.COM/ANNUALMEETING Director Compensation (2) Ms. Kehr receives her compensation for serving as the Chairman of the Board in the form of fully-vested shares of our common stock. In May 2020, each non-employee director received an annual restricted stock award that will vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of shareholders, except that if a director age 65 or older with at least three years of service retires from the Board before that anniversary, the shares will vest on retirement. The restricted stock award for Mr. Johnson was granted on August 25, 2020, prorated to exclude the period from the 2020 Annual Meeting to the date of his election, and includes the same vesting term as stated above for the annual awards to the other directors. (3) The dollar amounts stated for all awards reflect the grant date fair value of the award as computed in accordance with FASB ASC Topic 718. The grant date fair value for the common stock issued to Ms. Kehr on January 1, 2020, April 1, 2020, July 1, 2020, and October 1, 2020 was determined using the closing price of the Company’s common stock on the NYSE of $2.42, $1.63, $2.52 and $2.27, respectively. The grant date fair value of the restricted stock issued to all directors on May 19, 2020 was determined by using the closing stock price of the Company’s common stock on the NYSE of $2.94. The grant date fair value of the restricted stock issued to Mr. Johnson on August 25, 2020, was determined by using the closing stock price of the Company’s common stock on the NYSE of $2.94. Messrs. Gass, Prevost and Walsh, and Ms. Taylor elected to defer their annual equity awards into the Directors Deferred Compensation Plan. (4) The amounts indicated in this column include amounts paid under the Company’s charitable gift matching program. The charitable gift matches for Mr. Gass and Mr. Kerley, total $15,000 each. The charitable gift matches for all other participants (i.e., employees) in 2020 total $425,257. The following table shows the number of option awards and unvested stock awards outstanding for each nonemployee Director as of December 31, 2020: Name John D. Gass S.P. “Chip” Johnson IV* Number of Securities Underlying Unexercised Options Exercisable (#) Number of Deferred Restricted Stock Units that Have Not Vested (#)(1) Number of Shares of Restricted Stock that Have Not Vested (#) 24,135 133,388 – – – 51,439 Catherine A. Kehr 24,135 – 68,028 Greg D. Kerley 24,135 – 68,028 Jon A. Marshall – – 68,028 Patrick M. Prevost – 133,388 – Anne Taylor – 133,388 – Denis J. Walsh, III – 127,941 – * Mr. Johnson was appointed to the Board on August 16, 2020. (1) Represents RSUs received on accoun...
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