DEVON ENERGY CORP/DE

For the period ended Jun 30, 2026. Filed May 28, 2026.

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 30, 2026 · Filed May 28, 2026

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

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Contents

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 PSUs tied to TSR. For the CEO’s 2026 annual grant, the Committee introduced a peer-leading adjustment to the LTI, increasing the performance-based PSU component from 60% to 67% while reducing the time-based RSA component from 40% to 33%. A 100% of target payout on PSUs requires TSR that exceeds the peer group median, and payout on PSUs of more than 100% of target requires positive TSR for the performance period.
				Utilize a Quantitative Process for Annual Cash Incentives — The goals and their weightings, thresholds, and maximums are determined at the beginning of the year and the Company may make appropriate adjustments to reflect material transactions or events that occur during 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 the weighted scores.
				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 and Severance agreements do not provide for cash payments that exceed three times base salary plus target/average/last paid annual cash incentive; 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. The Company has not granted stock options since 2012 and there are no stock options outstanding.
				Permit Abusive Perquisites Practices — Perquisites made available to the executives are limited and typical for the industry.

53| Devon Energy 2026 Proxy Statement|

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.