"A little pay cut and cutting their use of the jets, it's a band-aid over a gaping chest wound," Graef Crystal, a compensation expert and Bloomberg News consultant based in Las Vegas, said in an interview. "It doesn't go to the heart of the problem."

Generally Not Fully

The company initially defended McClendon's practice of using his stakes in Chesapeake wells as loan collateral, stating April 18 that directors were "fully aware of the existence of McClendon's financing transactions." In an April 26 statement, directors' backtracked, saying they were only "generally aware" of the loans but didn't review or approve any individual transactions.

Concerns about the board's oversight of the company and what directors knew about McClendon's personal loans have led investors including Southeastern Asset Management Inc. and the California Public Employees Retirement System to call for reforms.

McClendon owed $846 million as of Dec. 31 on loans he accumulated to fund the cost of drilling, a requirement of the so-called Founders' Well Participation Program. He took loans from firms that had business dealings with Chesapeake, including Wachovia Corp., prompting questions from shareholders and analysts over whether the deals constituted a conflict of interest.

Federal Investigations

The Securities & Exchange Commission and the Internal Revenue Service are investigating the program, which has been halted by the board. Directors last month said they will strip McClendon of his chairmanship as soon as they find an outsider to replace him in the role.

Chesapeake's board, besides Miller, Keating, Hargis and McClendon, includes Louis A. Simpson, chairman of SQ Advisors LLC, Richard K. Davidson, former chairman of Union Pacific Corp., Charles T. Maxwell, chairman of American DG Energy Inc., Kathleen M. Eisbrenner, deputy chairman of Flex LNG Ltd., and Donald L. Nickles, former U.S. Senator from Oklahoma.

Chesapeake cut McClendon's pay 15 percent last year to $17.86 million in response to shareholders' concerns that he was paid too much. The company's stock has fallen 45 percent since the beginning of 2011. Chesapeake rose 2.4 percent to $14.71 at 9:54 a.m. in New York.

'Egregiously Weak'

McClendon's reduced pay package included $13.6 million in stock awards, a $1.95 million bonus and $975,000 in salary, the Oklahoma City-based company said in an April 20 filing.

Excluding McClendon, directors in 2011 earned an average of $533,163, according to Bloomberg calculations, more than twice the $288,958 annual average of directors at Exxon Mobil Corp., which is 40 times larger than Chesapeake in size.