DEVON ENERGY CORPDE

For the period ended Jun 5, 2024. Filed Apr 25, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 5, 2024 · Filed Apr 25, 2024

DVN$42.21-1.6%Stored close · as of Nov 6, 2026

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Contents

What Devon Does and Doesn’t Do

Response to Stockholder Feedback

		Devon conducts investor outreach throughout each year to ensure that management and the Board understand issues that matter to Devon’s stockholders. During 2023, the Company had interactions with approximately 600 investors or their representatives. Devon reviews the feedback resulting from its investors and implements changes, as appropriate. The Committee generally utilizes compensation metrics that the investor community considers most important in assessing the performance of the Company and considers such metrics in its compensation decisions, including its annual performance bonus calculation as set forth on page 42. In addition, Devon is disclosing its prospective 2024 scorecard (page 46) and broadening its peer group (page 47), based upon feedback from stockholders. Devon also considers the results of the most recent advisory vote on executive compensation by Devon’s stockholders, which for 2023 reflected that approximately 93% of voting stockholders voted “for” Devon’s executive compensation. With a clear majority of shareholder support for our executive compensation program, Devon did not make any material changes to the executive compensation program during the 2023 year. For a further description of Devon’s history of stockholder outreach, see prior Proxy Statements.

What Devon Does and Doesn’t Do

Good Compensation Governance Practiced by Devon

				Award Performance-Based LTI — The Company awards 60% of NEO LTI in the form of Performance Share Units (PSUs) tied to TSR. A 100% of target payout on PSUs requires TSR that exceeds the peer group median and positive TSR for the performance period is required for a payout of more than 100% of target.
				Utilize a Quantitative Process for Performance Bonuses — The goals, their weightings, thresholds, and maximums are determined at the beginning of the year. At the end of the year, the Committee evaluates performance on the goals, assigning each a score between 0% and 200%. The total performance score is determined by multiplying each goal’s score by its weighting and aggregating.
				Tie Realizable Pay Opportunities to Company Performance — The Committee regularly reviews the realizable pay of the President and CEO and other executive officers in light of Company performance. This has resulted in pay that aligns with Company performance.
				Require Executives to Hold Devon Stock — Board-adopted guidelines establish minimum stock ownership levels for the executive officers.
				Provide for Clawback of Compensation — Pursuant to a Board-adopted policy aligned with requirements under Dodd-Frank legislation and NYSE listing standards, the Company must claw back excess executive incentive compensation if the financial or operational measures on which they are based are later subject to restatement.
				Dialog to Promote Continuous Improvement — On an annual basis, the Committee conducts in-depth, confidential, one-on-one interviews with each executive officer, which is a highly effective tool in the Committee’s oversight.

Controversial Compensation Governance Not Practiced by Devon

				Enter into Egregious Employment Agreements — The Company does not enter into contracts containing multi-year guarantees of salary increases or non-performance-based bonuses or equity compensation.
				Allow Excessive Severance Benefits and/or Liberal Change-in-Control Payments — Employment agreements do not provide cash payments that exceed three times base salary plus target/average/last paid bonus; do not contain liberal change-in-control definitions; and, do not provide severance payments without job loss (i.e., no “single trigger” cash severance or equity vesting solely with a change-in-control).
				Allow Risky Transactions in the Company’s Stock — Company policy prohibits the executives from engaging in short-term or speculative transactions or hedging or pledging Devon’s common stock.
				Reprice or Replace Underwater Options — The Company does not reprice or replace underwater stock options.
				Permit Abusive Perquisites Practices — Perquisites made available to the executives are limited.

40| Devon Energy 2024 Proxy Statement| COMMITMENT RUNS DEEP

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.