DEF 14A 1 swn3994911-def14a.htm DEFINITIVE PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

☑

Filed by the Registrant

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Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

Southwestern Energy Company

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Table of Contents

Contents

Letter from the Chair	1
Proxy Statement Highlights	2
Environmental	2
Social	3
Governance	4
Voting at the Annual Meeting	9
Notice of Annual Meeting of Shareholders on May 19, 2022	10
Proposal No. 1: Election of Directors	11
Nomination of Directors and Selection Process	11
Nominees for Election	14
Director Independence	19
Voting for Directors	19
Corporate Governance	20
Corporate Governance Policies	20
Corporate Responsibility	21
Communications with the Board of Directors	21
Committees of the Board of Directors	21
Committee Reports	22
Board Leadership Structure and Executive Sessions	26
Board, Committee and Director Evaluations	26
Succession Planning	26
Shareholder Rights	26
Shareholder Nominations	27
Certain Transactions with Directors and Officers	27
Compensation Risk Assessment	28
Director Compensation	29
Deferred Compensation Plan	29
Total Director Compensation for Year Ended December 31, 2021	29
Stock Ownership Information	31
Share Ownership of Officers and Directors	31
Equity Compensation Plans	32
Security Ownership of Principal Shareholders	32
Stock Ownership Guidelines	33
Delinquent Section 16(a) Reports	33
Proposal No. 2: Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers	34
Compensation Discussion and Analysis	35
2021 Highlights	35
2021 Shareholder Engagement	36
2021 Named Executive Officers	36
2021 Compensation Decisions	37
How We Make Compensation Decisions	45

Practices and Policies Related to Compensation	46
Health, Welfare, Retirement and Other Benefits	47
Executive Compensation	48
2021 Summary Compensation Table	48
2021 Option Exercises, Performance Units Settled and Stock Vested	50
Grants of Plan-Based Awards	51
Outstanding Equity Awards at Fiscal Year-End	52
Pension Benefits	53
Non-Qualified Deferred Compensation	55
Termination and Change in Control Benefits	56
CEO Pay Ratio	58
Proposal No. 3: Approval of our 2022 Incentive Plan	59
Significant Historical Information	60
Summary of the 2022 Plan	60
Material U.S. Federal Income Tax Consequences	64
New Plan Benefits	65
Proposal No. 4: Ratification of Independent Registered Public Accounting Firm	67
Pre-Approval Policy for Services of Independent Registered Public Accounting Firm	67
Relationship with Independent Registered Public Accounting Firm	67
Proposal No. 5: Shareholder Proposal Regarding Special Meetings	68
Questions and Answers about the Annual Meeting and Voting	70
Requirements for Submitting Proxy Proposals and Transaction of Business at Annual Meeting	74
Transaction of Business at the Annual Meeting	74
Date for Receipt of Shareholder Proposals for the 2023 Annual Meeting	74
Date for Receipt of Shareholder Director Nominations for the 2023 Annual Meeting	74
Annex A — Southwestern Energy Company 2022 Incentive Plan	75
Annex B — Explanation and Reconciliation of Non-GAAP Financial Measures	87

Learn More
Read about Southwestern Energy Company and vote online
www.proxyvote.com

*	This proxy statement and the accompanying proxy are first being mailed, given or made available to shareholders, on or about April 8, 2022.

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Cautionary Note Regarding Forward-Looking Statements

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our ESG goals, commitments, and strategies and other ESG related information. We may use words such as “anticipate,“ “intend,” “plan,” “project,” “estimate,” “continue,” “potential,” “should,” “could,” “may,” “will,” “objective,” “guidance,” “outlook,” “effort,” “expect,” “believe,” “predict,” “budget,” “projection,” “goal,” “forecast,” “model,” “target” and similar expressions to identify forward-looking statements. These statements involve risks and uncertainties. Actual results could differ materially from any future results expressed or implied by the forwardlooking statements for a variety of reasons, including due to the risks and uncertainties that are discussed in our most recently filed periodic reports on Form 10-K and subsequent filings on Form 10-Qs, and Form 8-Ks. We assume no obligation to update any forward-looking statements or information, which speak as of their respective dates.

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Letter from the Chair

Dear Fellow Shareholders,

As we enter the third year of the COVID-19 pandemic, your Board is thankful that the pandemic has had minimal impact on the Company’s business, although we realize that the impact on everyone’s personal lives has been felt far more profoundly. As one global crisis appears to be waning, we are deeply saddened by the emergence of another. Southwestern Energy Company firmly supports the inspiring resolve of the people of Ukraine as they seek to defend their freedom and unequivocally condemns unnecessary and unjustified violence and loss of life.

Such events highlight the risks and uncertainty that every business faces and have galvanized attention on the dual risks of supply chain and global energy security. The crisis in Ukraine has made the value of responsibly produced natural gas from politically stable regions increasingly apparent. These events will only serve to facilitate the acceleration of the ongoing energy transition, and Southwestern Energy remains poised to play a meaningful role in the transition as a secure supplier of responsibly produced natural gas long into the future.

Positioned for the Energy Transition

Our focus on long-term shareholder value has led to continued improvement in Southwestern Energy’s existing business, and this past year was a pivotal one in the execution of our long-term strategy as your Board oversaw the disciplined execution of two strategic acquisitions. The acquisitions of Indigo Natural Resources, LLC and GeoSouthern Haynesville, LLC were the result of an intentional strategy to improve the Company’s economies of scale, bring greater exposure to the LNG corridor, and ensure the Company’s inventory depth for years to come. Importantly, both acquisitions brought improvements to the Company on all measures of shareholder value. The acquisitions position the company well to capitalize on the central role of natural gas in the global energy transition as shown by the following:

	•	Company-record year-end proved reserves of 21.1 Tcfe
	•	Company-record year-end after-tax PV-10 of $18.7 billion using SEC pricing
	•	Approximately 15 years of core inventory across two basins
	•	65% of total Company production with access to LNG Corridor/Gulf Coast

The vital role of natural gas as a foundational fuel can only be achieved if it is accompanied by an industry commitment to responsible energy development. Your Board takes this governance responsibility seriously with direct oversight residing with our Health, Safety, Environment, and Corporate Responsibility Committee. In 2021, the Company reduced methane intensity for assets it acquired in 2020 by 24%; the total Company methane intensity decreased by 18%, and the Company has set a goal for 2022 to reduce its methane intensity by another 10%, including for its newly-acquired assets. Importantly, a methane intensity reduction goal was a part of the Company’s compensation program in 2021 and will again be a part of the 2022 compensation program. Further details of our commitment to the environment can be found in this proxy as well as the Company’s annual Corporate Responsibility Report.

Board Diversity

While 2021 was a pivotal year for the Company, the groundwork obviously began much earlier. Since 2017, your Board has been consciously constructed with the diversity of skills and perspectives necessary to oversee the Company and the execution of its strategy. During that time, over half of the Board has been refreshed, including three diverse directors that bring the Board’s total diversity to 44% (2 women, 1 Native American, and 1 French national). As important as each director’s background are the specific skills and experiences that each director offers, which, as described more fully in this proxy, bring the right balance of perspectives both from inside and outside of the Company’s industry.

People and Culture

Finally, the Company’s performance in 2021 is a testament to the Company’s culture, and the Board regularly engages with management to ensure alignment among the Company’s culture, values, and strategy. In 2021, for example, the Company conducted its bi-annual employee engagement survey, in which 90% of the Company’s employees participated. Results of the survey were discussed with the Compensation Committee in late 2021 and with the Nominating and Governance Committee in early 2022, and action plans were developed to leverage identified strengths and to address specific feedback.

The Board extends its gratitude to the dedicated and hard-working employees and contractors of SWN who, in the face of a multi-year global pandemic, helped position the Company to return to free cash flow generation and to deliver sustainable returns for you, the shareholder. The past two years have not been easy, and the drive and determination exhibited by the people of SWN is a testament to their internal fortitude and commitment to SWN.

On behalf of the entire Board, thank you for continued investment in SWN.

Sincerely,

Catherine A. Kehr
Chairman of the Board

SOUTHWESTERN ENERGY COMPANY | 1

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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. To ensure that we live up to the high bar that we have set for ourselves, the Board directly and through its committees oversees Environmental, Social, and Governance (“ESG”) matters, and the Company has formalized the oversight and management of ESG matters through a cross-functional senior management committee that assists with setting general strategy relating to ESG matters and helps develop, implement, and monitor initiatives and policies based on that strategy.

We believe our approach to ESG, which is integral to our corporate strategy, is a key differentiator for our business. Our approach is governed by the following principles:

Sustainable
Value
Creating sustainable value requires
meaningful and impactful actions that
consider our stakeholders’ perspectives
and align with our corporate strategy.

Minimizing Carbon
Footprint
Sustainable and responsible natural gas
development is foundational to a lower
carbon energy future.

Social
Responsibility
Protecting the health and safety of our
workforce, recognizing their personal
value, treating everyone with dignity and
respect, and positively impacting the
communities in which we work and live.

We focus our ESG priorities and disclosures on the issues and opportunities that are most important to our stakeholders. To identify these priorities, we engage internal and external stakeholders and weigh their views with respect to both Company-specific activities and energy development practices in general. Shareholder engagement, with regard to ESG matters and more broadly, is discussed in further detail later in this Proxy Statement.

ENVIRONMENTAL

We believe natural gas is foundational to a low carbon energy future. Moreover, we believe it is necessary to secure growing energy demands around the world while also contributing to reduced global greenhouse gas (“GHG”) emissions. As a founding member of the Our Nation’s Energy (“ONE”) Future coalition, which is working to reduce methane emissions across the natural gas value chain, and a member of The Environmental Partnership, which is focused on implementing a range of emissions reduction best practices, we are committed to reducing GHG emissions through meaningful action.

We set as part of our 2021 annual bonus program a company-wide goal to reduce methane intensity by 10%, including for assets we acquired in 2020. As shown below, we surpassed that goal and substantially improved the performance of the acquired assets. We also announced a commitment to certify as responsibly sourced gas our production in Appalachia and also to implement continuous emissions monitoring devices at the pad level, which will provide verifiable data regarding emissions performance and facilitate meaningful emissions reductions. In January 2022, we announced our commitment to expand responsibly sourced gas (“RSG”) certification and continuous monitoring to our newly-acquired assets in the Haynesville in Louisiana, resulting in a commitment to certify as RSG 100% of our production. We have also set a goal in 2022 as part of our annual bonus program to reduce company-wide methane intensity by another 10%, including for the newly-acquired Haynesville assets.

Following the significant growth of the Company, we are integrating our leading HSE and ESG programs across our entire portfolio. This includes analyzing the key sources of GHG emissions in our operations including our newly-acquired Haynesville assets. As we complete the emissions reduction analysis of our combined assets, we commit and look forward to disclosing a longer-term GHG reduction goal in our ninth annual corporate responsibility report.

We also remain committed to transparently reporting on our progress. We recognize stakeholder concerns about climate change and understand that regulations and practices aimed at protecting the environment, and specifically reducing GHG emissions, can affect our business. We consider addressing these issues as part of our risk management process, which is overseen by the Board, as detailed later in this Proxy Statement. Further, we have published a 2020-2021 Corporate Responsibility Report that is informed by the recommendations of the Task Force on Climate-Related Financial Disclosures framework and, based on data available as of 2019, contains a climate change scenario analysis. The report is not incorporated by reference into this Proxy Statement or considered to be part of this document.

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Proxy Statement Highlights

More broadly, responsible environmental stewardship is a core value at the Company. We seek to leverage and improve upon our historical environmental leadership, including by seeking to improve our measurement of our environmental performance and reduce our environmental impact. Below, for example, are some highlights of our commitment to improving air quality and conserving water.

Leader In Air Quality

Leader In Water Conservation

SOCIAL

We believe being socially responsible includes protecting the health and safety of our employees and contractors, recognizing the personal value of every employee, understanding the importance of inclusion and diversity, believing that every person should be treated with dignity and respect, and creating lasting positive impacts in our communities. It also requires that beliefs are lived out through our actions. Accordingly, providing a safe, healthy, and respectful workplace is a core value, and we are committed to conducting our business as a good neighbor. Here are a few examples of our actions in 2021 that demonstrate our commitment to social responsibility.

Diversity and Inclusion

Workforce

Communities

* Considers the average pay of males to the average pay of females with the same job title.

SOUTHWESTERN ENERGY COMPANY | 3

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Proxy Statement Highlights

COVID-19 RESPONSE

Our continued response to COVID-19 and its variants in 2021 was driven by our SWN core value of safety. A safe workplace allows us 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 COVID-19 response in 2021:

2021 COVID-19 Response:

• Incident Response Team met at least three times a week and provided routine 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

• Modified protocols as necessary based on monitoring of relevant data and guidance

• Continued to utilize automated electronic temperature screening devices at controlled access points at office locations, and employee 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 management during the pandemic

• Offered confidential support and resources through Employee Assistance Services, a program for employees and their families to access 24/7

• Offered onsite vaccinations for all SWN employees, their immediate family, and contractors

GOVERNANCE

BOARD COMPOSITION

In alignment with the Company’s long-term strategic plan, 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 believe that the industry and the Company are headed. Critical skills have been added in the areas of CEO leadership; corporate strategy formation and analysis; mergers and acquisitions negotiation, evaluation, and integration; ancillary industry experience; governance experience; and operating and leadership experience shaped by a perspective of strong HSE and corporate responsibility stewardship. A further discussion of these skills can be found on page 13.

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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 2021, our Board met 15 times (5 regular and 10 special meetings), with most of those meetings relating to the Indigo and GEP transactions, and our committees met a combined 14 times. Information and reports regarding the committees of the Board begin on page 22.

BOARD’S ROLE IN RISK MANAGEMENT

A primary responsibility of the Board is to ensure 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:

SOUTHWESTERN ENERGY COMPANY | 5

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Proxy Statement Highlights

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		Boardroom culture
•	Annual “Say-on-Pay” vote	•	Disciplined decision-making
•	Majority voting in director elections	•	Long-term outlook
•	Annual election of all directors	•	Focus on Company risks and mitigation
•	Proxy access	•	Practices for increasing Board diversity
•	Ability to call special meetings	•	Engagement with management, asking the difficult questions
•	Active shareholder engagement program	•	Willingness to engage deeply and respectfully in the boardroom
•	No supermajority voting standards	•	Value focused
•	All directors independent except CEO	•	Conducts annual peer assessments

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.

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Proxy Statement Highlights

2021 EXECUTIVE COMPENSATION

OUR CEO’S COMPENSATION ALIGNS WITH THE SHAREHOLDER’S EXPERIENCE

Over the past three years, our share price increased 37% from December 31, 2018 ($3.41) to December 31, 2021 ($4.66). Our CEO’s three-year average realizable pay was 45% higher as of December 31, 2021 than his three-year average reported target pay, which aligns with our increased share price over the last three years.

In the chart above, “Average Reported Target Pay” refers to the average total annual compensation offered to our CEO across 2019, 2020 and 2021 as reported in the Summary Compensation Table in this proxy statement.

“Average Realizable Pay” refers to the corresponding amounts earned, or on track to be earned, from the 2019, 2020 and 2021 target pay opportunities as of December 31, 2021. Realizable pay includes base salary, annual incentive compensation actually earned, the value of the LTI awards based on the Company’s closing stock price on December 31, 2021, and the projected achievement of outstanding performance awards.

88% OF OUR CEO’S 2021 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.

SOUTHWESTERN ENERGY COMPANY | 7

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Proxy Statement Highlights

2021 Compensation Program Changes

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 VPs
•	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.

SHAREHOLDER ENGAGEMENT

Shareholders have supported the Company’s compensation program with an average of 88% of votes cast in favor of Say-on-Pay over the past three years. In 2021 we were pleased to receive 97% of votes cast in favor of Say-on-Pay. During our routine shareholder engagements with large institutional shareholders in 2021, we reached out to every shareholder for whom we were able to identify contact information, representing a combined 84% of outstanding shares as of December 31, 2021. Shareholders holding a combined 38% of outstanding shares accepted our invitation to speak. The others either declined or did not respond to our request.

The graphic below illustrates our shareholder engagement process in 2021, including key topics discussed with shareholders. In addition to these efforts, management engages with shareholders and potential shareholders through targeted outreach and participation in various conference and industry events.

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Proxy Statement Highlights

VOTING AT THE ANNUAL MEETING

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 21, 2022, the Record Date, may vote at the meeting. There were 1,116,099,977 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

You are being asked to vote on the following:

Proposal		Board Recommendation	Page
PROPOSAL 1	Election of Directors	FOR each of the nominees	11
PROPOSAL 2	Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers for 2021	FOR	34
PROPOSAL 3	Approval of 2022 Incentive Plan	FOR	59
PROPOSAL 4	Ratification of Independent Registered Public Accounting Firm	FOR	67
PROPOSAL 5	Shareholder Proposal Regarding Special Meetings	AGAINST	68

Attending the Annual Meeting

	9:00 a.m. Central Daylight Time		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.
	Thursday, May 19, 2022
	Southwestern Energy Company 10000 Energy Drive Spring, Texas 77389

How to Vote

Even if you plan to attend the Annual Meeting in person, please vote using one of the following voting methods. In all cases, you will need to have your Control number in hand. If you have any questions or need assistance in voting, please call our proxy solicitor, Morrow Sodali at 1-800-662-5200 or send an email to SWN@investor.morrowsodali.com.

By Internet

Vote your shares online at
www.proxyvote.com

By Telephone

Vote your shares by calling
1 (800) 690-6903

By Mail

To vote by mail, you must first request a proxy card by following the instructions in the notice. Vote by mail by marking, dating, and signing your proxy card and return it in the postage-paid envelope provided or send it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

Learn more about the 2022 Annual Meeting at www.swn.com/annualmeeting.

We intend to hold the Annual Meeting 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. If we hold the Annual Meeting by means of remote communication, it is currently our intent to resume in-person meetings with our 2023 Annual Meeting and thereafter, assuming normal circumstances. As always, we encourage you to vote your shares prior to the Annual Meeting.

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 70 for answers to common questions on the rules and procedures surrounding the proxy and Annual Meeting process.

SOUTHWESTERN ENERGY COMPANY | 9

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10000 Energy Drive
Spring, Texas 77389

Notice of Annual Meeting of Shareholders on May 19, 2022

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 Thursday, May 19, 2022, at 9:00 a.m. Central Daylight Time for the following purposes:

(1)	To elect nine directors to the Board to serve until the 2023 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 2021 (Say-on-Pay);
(3)	To consider and act upon a proposal to approve our 2022 Incentive Plan;
(4)	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, 2022;
(5)	To consider and act upon a shareholder proposal contained in this proxy statement, if properly presented at the Annual Meeting; and
(6)	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 21, 2022 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.

We intent to hold the Annual Meeting 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. If we hold the Annual Meeting by means of remote communication, it is currently our intent to resume in-person meetings with our 2023 Annual Meeting and thereafter, assuming normal circumstances. As always, we encourage you to vote your shares prior to the Annual Meeting.

By Order of the Board of Directors

CHRIS LACY
Secretary
April 8, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE 2022 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 19, 2022:

The Notice of Internet Availability of Proxy Materials, Notice of Annual Meeting of Shareholders, 2022 Proxy Statement and the 2021 Annual Report to Shareholders are available free of charge at: www.swn.com/annualmeeting

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Proposal No. 1: Election of Directors

The Board, upon the recommendation of the Nominating and Governance Committee, has proposed nine nominees for election as directors. All nominees for director are presently directors of the Company. 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.

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.

NOMINATION OF DIRECTORS AND SELECTION PROCESS

DIRECTOR NOMINATION PROCESS

The Board recognizes the importance of soliciting new candidates for Board membership and that the needs of the Board, in terms of the relative experience and other qualifications of candidates, may change over time. The Nominating and Governance Committee, with appropriate input from our CEO, is responsible for assessing the appropriate mix of skills and characteristics required of Board

members based on the Board’s needs at a given point in time and is further responsible for evaluating and recommending directors for election or re-election to the Board by utilizing the process described below. Final decisions on director nominations are made by the full Board.

SELECTION CRITERIA FOR NOMINEES FOR DIRECTORS

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

	•	maintaining and updating an inventory of capabilities, competencies, skills and qualities of current board members and of the Board as a whole
	•	identifying capabilities, competencies, skills and qualities desired to be added to the Board consistent with and informed by the long-term strategic plan of the Company

Based upon this rigorous and deliberate assessment process, the Nominating and Governance Committee makes recommendations regarding board size, board composition, director selection and nominations to the full Board. The Nominating and Governance Committee has determined that the skills and experience of the Board currently align well to the Company’s long-term strategy. More specifically, the assessment process for each nominee is described below.

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Proposal No. 1: Election of Directors

When determining criteria for selecting directors, the Nominating and Governance Committee ensures all requirements of applicable law or listing standards are followed as well as the maintenance of a predominance of independent directors. In addition, 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
Our Corporate Governance Guidelines state that each director nominee should:
• be chosen without regard to sex, race, religion or national origin. However, diversity in personal background, race, gender, age and nationality for the Board as a whole may be taken into account. •   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

DIRECTOR SKILLS AND BACKGROUNDS

In alignment with the Company’s long-term strategic plan, we have engaged in a deliberate and measured process to review and refresh the composition of our Board. Critical skills have been added in the areas of CEO leadership; corporate strategy formation and analysis; mergers and acquisitions negotiation, evaluation, and integration; ancillary industry experience; governance experience; and operating and leadership experience shaped by a perspective of strong HSE and corporate responsibility stewardship. The Nominating

and Governance Committee as well as the Board are committed to increasing the diversity of the Board and view diversity as a key aspect of the selection process. All of our directors are committed to a culture of transparency, collaboration, intellectual independence, and possess a sincere commitment to engagement.

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

Core Skill Set

STRATEGIC AND NIMBLE

mindset gained through extensive experience in strategy analysis, formation, or implementation

DEEP-ROOTED

risk and value understanding of cyclical or commodity business

SUBSTANTIAL

capability and competency

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

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Proposal No. 1: Election of Directors

Our directors also have the following critical skills and backgrounds that bring important perspectives to the Board:

Skill/Experience	Description	Directors
CEO Experience	Experience as a CEO for a publicly listed company provides unique perspectives to the Board as well as mentorship for the Company’s CEO	4 of 9
Corporate Governance	Understanding governance best practices and experience from service on other public boards assists the Board with the implementation of best practices as well as navigating governance issues as applied to the Company	6 of 9
Energy Industry	Extensive knowledge of and experience in our industry, including commercial aspects of the business, markets, operational challenges, regulatory and strategy, aids the Board in understanding the issues that may face the Company	8 of 9
Enterprise Risk Management	The scale, scope, and complexity of the Company’s business raises a multitude of interdependent risks, which can vary over time. Experience in effectively identifying, prioritizing, assessing and managing a broad set of risks can help the Board appreciate, anticipate, and oversee the Company in managing the risks that face its business	7 of 9
Financial Experience	Substantial experience in financial reporting, accounting, and capital markets relevant to a large, publicly traded company and knowledge of internal controls and testing is valuable in order to promote effective capital allocation, robust controls, and oversight	6 of 9
Gas/Oil Markets Expertise	Extensive knowledge of domestic and global energy commodities markets contributes valuable perspective on issues specific to the Company’s risk exposures	5 of 9
Health, Safety, Environment and Corporate Responsibility	Experience in industry regulations and health, safety and environmental best practices in the energy or other industrial operations strengthens the Board’s oversight and understanding of the risks facing the Company, its workforce, and the environment	6 of 9
Human Capital Management & Compensation	Understanding compensation factors and components that influence the attraction and retention of a workforce helps the Board oversee the Company’s efforts to attract and retain a competitive workforce	9 of 9
Industrial operating and workforce management experience	Significant experience overseeing energy or other industrial operations as a senior executive at a public company or other major organization provides insight into the specific operational challenges facing the Company	5 of 9
Investor Perspective	Experience as an investor in energy securities contributes to the Board’s understanding of shareholder value and investor concerns and perceptions	2 of 9
Large or Complex Organizations	Experience as an executive in larger, more complex organizations provides valuable insights to the Board regarding best practices and challenges the Company may encounter with increasing scale	8 of 9
Mergers and Acquisitions Experience or Assessment	Understanding of, and experience with execution and evaluation of mergers and acquisitions of both private and public companies provides valuable perspective and insights to the Board	8 of 9
Related Industry Experience	Experience in industries with which the Company deals provides the Board with a broader strategic understanding of and the ability to anticipate changes related to the Company’s business	3 of 9
Strategy	Significant experience developing or implementing a strategic vision as a senior executive provides the Board with valuable insights into oversight of strategy and resource allocation	7 of 9

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Proposal No. 1: Election of Directors

Nominees for Election

JOHN D. GASS

Independent Director

Age: 70

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 to December 2019
	•	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: 66

Director since: 2020

Committees: Health, Safety, Environment and Corporate Responsibility; Nominating and Governance

Other Public Boards: None

Degrees: BS in Mechanical Engineering, University of Colorado

Director Qualification Highlights

	•	Former President and CEO of Carrizo Oil & Gas, which he co-founded, until its merger with Callon Petroleum in December 2019
	•	Former director, Callon Petroleum, a NYSE-listed company (December 2019 to January 2022)
	•	Director, SEARCH Homeless Services (nonprofit)
	•	Former director, Basic Energy Services
	•	Former director, Pinnacle Gas Resources

Skills and Qualifications of Particular Relevance to Southwestern Energy

	•	Business leadership skills as a former President and CEO of a NASDAQ-listed company
	•	Registered Petroleum Engineer
	•	Extensive experience in oil and gas exploration and production
	•	Risk management, strategy, and corporate governance experience

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Proposal No. 1: Election of Directors

CATHERINE A. KEHR

Independent Director and Chairman of the Board

Age: 59

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
	•	Director, Bank of Jackson Hole (banking institution in Jackson Hole, WY)
	•	Formerly with Atlantic Richfield Company and Payden & Rygel Investment Management
	•	Former director, California Resources Corporation, February 2015 to May 2017

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: 66

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

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Proposal No. 1: Election of Directors

JON A. MARSHALL

Independent Director

Age: 70

Director since: 2017

Committees: Compensation; Health, Safety, Environment and Corporate Responsibility (Chair)

Other Public Boards: None

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.
	•	Former Director, Noble Corporation plc (2009 to 2021)
	•	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 to 2020)
	•	Former Director, Cobalt International Energy, Inc. (2010 to 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
	•	Member of the Choctaw Nation of Oklahoma
	•	Added cultural and ethnic perspective, with strong leadership in giving back to communities

PATRICK M. PREVOST

Independent Director

Age: 66

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, from January 2008 until March 2016
	•	Responsible CEO of the Year, Corporate Responsibility Magazine, 2013
	•	Director, Materion Corporation, since 2019 (member, Compensation & Human Capital Committee; member, Nominating, Governance and Corporate Responsibility 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

	•	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

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Proposal No. 1: Election of Directors

ANNE TAYLOR

Independent Director

Age: 66

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 (Chair of the Compensation & Human Resources Committee; member, Audit Committee)
	•	Director, Whiting Petroleum, since 2020 (Chair of the Compensation & Human Resources Committee; member, ESG Committee)
	•	Director, Conway MacKenzie (private financial consulting firm)
	•	Director, Central Houston, Inc. (non-profit)
	•	Director, Memorial Hermann Hospital (non-profit)
	•	Former Vice Chairman and Managing Partner, Houston office, Deloitte, LLP (2007 to 2018)
	•	Former Regional Managing Partner, Mid-America Region, Deloitte, LLP
	•	Former U.S. Chief Strategy Officer, Deloitte, LLP
	•	Former director, Deloitte, LLP
	•	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

Independent Director

Age: 61

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 to 2013)
	•	Former Managing Director at State Street Research & Management Company (1999 to 2005)
	•	Founded and previously served as a lead Portfolio Manager for State Street’s Analyst Fund
	•	Former Research Analyst at Fleet Investment Advisors (1994 to 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

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Proposal No. 1: Election of Directors

WILLIAM J. WAY

Director

Age: 63

Director since: 2016

Committees: None

Other Public Boards: None

Degrees: BS in Industrial Engineering, Texas A&M University; MBA, Massachusetts Institute of Technology

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 to 2007
	•	Various senior technical, operational and leadership positions at ConocoPhillips from 1981 to 2007
	•	Extensive managerial, operational, technical and leadership experience in U.S. and international upstream and midstream sectors
	•	Director, American Petroleum Institute and National Petroleum Council

Skills and Qualifications of Particular Relevance to Southwestern Energy

	•	Insights into the Company’s operations, strategy and talent development as well as its relations with investors and other key stakeholders from his position as President and CEO of the Company
	•	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

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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 management and its significant shareholders. For a director to be deemed “independent,” the Board must affirmatively determine that the director has no material relationship with the Company or its affiliates (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company or its affiliates), or any person (including the director) that, with its affiliates, is the beneficial owner of 5% or more of the Company’s outstanding voting stock or any member of the executive leadership of the Company or

his or her affiliates. Material relationships include commercial, banking, industrial, consulting, legal, accounting, charitable and familial relationships. For making this determination, the Board has adopted a set of director independence standards 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 nominees for director, other than our CEO, Mr. Way, are independent under our applicable independence standards.

Voting for Directors

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

Shares not represented in person or by proxy at the Annual Meeting, abstentions and broker non-votes, will have no effect on the election of directors, other than counting for purposes of a quorum. Our

bylaws also provide that any nominee who does not receive a majority of votes cast “FOR” his or her election in an uncontested election is expected to tender his or her conditional resignation to the Chairman of the Board promptly following the certification of the vote, which resignation shall be promptly considered through a process overseen by the Nominating and Governance Committee, excluding (other than in certain limited circumstances set forth in our bylaws) any nominees who did not receive a majority vote. If any nominee becomes unavailable for any reason, or if a vacancy should occur before the election, the shares of common stock represented by the enclosed proxy may be voted for such other person as the Board may recommend. The Company does not expect that any nominee will be unavailable for election.

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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: “Investor-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 • Harassment and Discrimination Policy • Equal Opportunity Policy • Human Rights Policy • HSE Policy

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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 for 2020–2021 provides additional insight

into our operations, goals, strategy and performance. It is located at www.swn.com/responsibility; however, the report is not incorporated by reference into this Proxy Statement or considered to be part of this document, and the information contained in this Proxy Statement should be considered the most up-to-date in the event any such information conflicts with the information provided in the Corporate Responsibility Report.

Communications with the Board of Directors

The Board provides a process for shareholders and other interested persons to send communications to the independent Chairman of the Board, the non-employee directors as a group or any of the other directors, including the entire Board. Shareholders and other interested persons may send written communications to the non-employee directors, the Chairman of the Board or any of the other directors to

the attention of the Secretary, Southwestern Energy Company, 10000 Energy Drive, Spring, Texas 77389-4954. The Secretary will review, sort and summarize the communications and forward them to the intended recipient(s) on a periodic basis, but no less frequently than every calendar quarter.

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

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, 2021.

Board Member	Audit	Compensation	Nominating and Governance	Health, Safety, Environmental and Corporate Responsibility
John D. Gass		C		✓
S. P. “Chip” Johnson IV			✓	✓
Catherine A. Kehr	✓		C
Greg D. Kerley			✓	✓
Jon A. Marshall		✓		C
Patrick M. Prevost	C		✓
Anne Taylor	✓	✓
Denis J. Walsh III	✓	✓
William J. Way

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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:

• 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

Members during 2021:

All independent

Patrick M. Prevost (Chair)

Catherine A. Kehr

Anne Taylor

Denis J. Walsh III

Meetings during 2021:

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 2021, 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 the SEC and discussed with PwC its independence from the Company and its management
	_°	met privately 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

_°

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

Patrick M. Prevost, Chair		Anne Taylor
Catherine A. Kehr		Denis J. Walsh III

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Corporate Governance

Compensation Committee Report

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:

• 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

Members during 2021:

All independent

John D. Gass (Chair)

Jon A. Marshall

Anne Taylor

Denis J. Walsh III

Meetings during 2021:

Three regular meetings and one special meeting, each attended by all members

During 2021, 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
	_°	considering compensation trends
	_°	assessing risks in the Company’s compensation programs
	_°	approved the 2021 Compensation program for named executive officers, including:

		_°	no base salary increases for the second consecutive year
		_°	reduction of LTI target values by 20% for the chief executive officer, chief operating officer, and senior vice presidents
		_°	replaced the production metric in the annual bonus program with “proved developed finding and development cost”
		_°	added an additional ESG metric for methane intensity
		_°	increased the weighting of HSE/ESG metrics to 15% from 10%
		_°	replaced return on average capital employed (“ROACE”) performance metric with return on capital employed (“ROCE”)
		_°	added a reinvestment ratio as a performance metric to place further emphasis on free cash flow generation
		_°	evaluated and revised compensation peer group

	•	Reviewed shareholder feedback regarding the Company’s executive compensation program
	•	Determined individual officer bonuses for 2020 and payouts of longterm performance awards whose performance periods ended in 2020
	•	After review with independent compensation consultants of overall payment levels, established salary levels, annual bonus targets and long-term incentive grants for 2021 for all Section 16 officers, subject to the approval of the Board
	•	Determined the 2020 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
	•	Discussed with management the results of the 2021 employee engagement survey
	•	Oversaw strategies and initiatives related to human capital management, including employee engagement and diversity and inclusion

The Compensation Committee continued to engage Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant for 2021 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 $49,000 annually. The Compensation Committee regularly meets with Meridian without any Company officers or employees present.

Compensation Committee Report

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 2021, there was no interlocking relationship between the Board or the Compensation Committee and the board of directors or compensation committee of any other company.

John D. Gass, Chair		Anne Taylor
Jon A. Marshall		Denis J. Walsh III

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Corporate Governance

Nominating and Governance
Committee Report

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:

• 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

Members during 2021:

All independent

Catherine A. Kehr (Chair)
S. P. “Chip” Johnson IV

Greg D. Kerley

Patrick M. Prevost

Meetings during 2021:

Two, each attended by all members

During 2021, 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
	•	Oversaw the process for the Board to plan for the succession and development for key executives
	•	Reviewed and modified as necessary the Company’s Corporate Governance Guidelines and all committee charters, with input from other committees as applicable
	•	Reviewed director compensation, benchmarking the Company against peer companies based on input from Meridian Compensation Partners, LLC, the independent compensation consultant that the Compensation Committee also uses

	•	Discussed the results of its annual committee self-assessment
	•	Coordinated oversight of the Company’s culture among the existing Board committees to ensure alignment among the Company’s culture, values, and strategy
	•	Engaged with management regarding the definition of the Company’s culture and values
	•	Recommended to the Board nominees for election at the 2021 annual shareholder’s meeting

Catherine A. Kehr, Chair		Greg D. Kerley
S. P. “Chip” Johnson IV		Patrick M. Prevost

24 | WWW.SWN.COM/ANNUALMEETING

Table of Contents

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:

• 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

Members during 2021:

All independent

Jon A. Marshall (Chair)

John D. Gass

S. P. “Chip” Johnson IV

Greg D. Kerley

Meetings during 2021:

Four, each attended by all members

During 2021, 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

	•	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

Jon A. Marshall, Chair		S. P. “Chip” Johnson IV
John D. Gass		Greg D. Kerley

SOUTHWESTERN ENERGY COMPANY | 25

Table of Contents

Corporate Governance

Board Leadership Structure and Executive Sessions

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

The independent directors are required to meet in executive sessions as appropriate matters for their consideration arise, but, in any event, at least once a year. During 2021, 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

• Individual results are shared with each individual director and the Chairman of the Board

• Results are considered in committee assignments and in deciding whether to re-nominate the director

Committee

• Each member completes a multi-question evaluation of the committee’s performance tailored to its specific tasks

• Committee discusses results and potential improvements

• Can lead to recommending revisions to committee’s charter and practices, and changes to committee composition

78% LOWER
Methane intensity for legacy assets substantially lower than the 2025 ONE Future target

15.7 BILLION+
Gallons of fresh water returned to the environment

0.00% FLARING
As of December 31, 2021, flaring is 100% eliminated

6^THYEAR IN A ROW
Accomplishing fresh water neutrality

100% SURVEYED
Operational legacy assets surveyed for potential leaks in 2021

11 PROJECTS
Major water conversation projects completed in collaboration with governmental agencies, NGOs, and local community organizations

SEC Form DEF 14A filed by Southwestern Energy Company