Citing "egregiously weak board oversight," Egan-Jones Proxy Services today urged shareholders to withhold votes for Hargis and Davidson. Shareholders should disapprove of executive pay, because of the disconnection between pay and financial performance, it said an e-mailed statement.
The board's compensation and business ties to Chesapeake may make it impossible for shareholders to trust that they can lead the company in a new direction, said Garland, of the New York City Comptroller's office.
"Whether they were fully aware, or generally aware, at the end of the day it doesn't really matter," Garland said. "The only ties between a director and a company ought to be a directorship. When you have conflicts, it can compromise their independence."