Ovintiv Inc
For the period ended May 2, 2024. Filed Mar 21, 2024.
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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.
May 2, 2024 · Filed Mar 21, 2024
Contents
Proxy Statement Summary
This summary is provided for your convenience. It does not contain all of the information you should consider when casting your vote. We encourage you to read this entire Proxy Statement before voting. For additional information, please refer to the 2023 Annual Report on Form 10-K of Ovintiv Inc. (“Ovintiv” or the “Company”) dated February 27, 2024 (the “Annual Report”). Unless noted otherwise, information in this Proxy Statement is as of February 27, 2024. Certain measures in this Proxy Statement do not have any standardized meaning as prescribed by U.S. GAAP (as hereinafter defined) and, therefore, are considerednon-GAAP measures (as hereinafter defined and noted by the † symbol). For additional information regardingnon-GAAP measures, refer to Schedule A of this Proxy Statement.
Business Overview
High Quality Portfolio • Four top tier assets with substantial operating scale • Generating strong cash flows from each asset Deep Inventory of Premium Drilling Locations • 10-15 yrs of oil & condensate and >20 yrs of natural gas inventory • Proven organic assessment and appraisal program Multi-Basin Advantage • Cross basin learnings and operational best practices employed across the portfolio Multi-Product Commodity Exposure • Balanced production across oil and natural gas • Maximizing price realizations through market diversification Generating Durable Returns • Expertise and culture to convert resource to Free Cash Flow† • Disciplined capital allocation
Select 2023 Highlights
Strong Financial Results Capital efficiency, well productivity, margin maximization and cost controls drove approximately $4.2 billion cash from operating activities and $1.2 billion of Free Cash Flow†.
Substantial Shareholder Returns Returned more than $730 million to shareholders through our base dividend and share buybacks.
Seamless Acquisition Integration The Permian acquisition added approximately 65,000 net acres in the Midland Basin and approximately 1,050 net 10,000 foot well locations, including 800 premium locations, to Ovintiv’s drilling inventory (“Permian Acquisition”). Integration of the acquired assets was completed ahead of schedule, allowing the Company to increase its production guidance in the third and fourth quarters without additional capital investment.
Leading Operational Execution Ovintiv’s strong culture of innovation and operational excellence helped the Company set efficiency records across the portfolio in 2023. Year-over-year well performance improvements and optimized base production performance were achieved while capital spending came in below full year 2023 guidance.
Expanded Index Inclusion The Company was included in the S&P 400 index effective June 20, 2023.
Note:
For additional information regarding non-GAAP measures, refer to Schedule A of this Proxy Statement.
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Key Year-End 2023 Business Metrics
Our Approach to Sustainability
Producing safe, affordable and reliable energy both profitably and sustainably is a powerful purpose – one that Ovintiv takes seriously. Our products fuel the world and make modern life possible. Oil, natural gas, and natural gas liquids are essential to every aspect of life from transportation to education and healthcare. It is easy to forget how reliant families and communities across the globe are on oil and natural gas, from the clothes we wear, the food we eat, the mobility we cherish and the electronic technologies we rely on every day. The reliability and affordability of our products combat poverty, enhance quality of life and drive our economies. As a responsible and innovative producer of oil and natural gas, we are committed to drive progress and improve lives. Responsible business and sustainability are pillars of our strategy. Our Board of Directors (the “Board”) and executive leadership team (“ELT”) direct our environmental, social and governance (“ESG”) strategies, monitoring progress and performance through the Board’s committee structure. High standards for sustainable excellence are established through our policies and programs, and employees understand the Company’s expectations and are empowered to take ownership of their own performance. By linking employee and executive compensation to environmental and social performance-related metrics, the Board is ensuring every team member is aligned to continuous improvement. Starting in 2021, we included our methane emissions reductions target in our compensation scorecard. In our 2022 compensation program, we established a Scope 1 & 2 GHG emissions intensity target, further incentivizing our team members to be both innovative and responsible in their daily decision-making. Our Scope 1 & 2 GHG emissions intensity target was not adjusted for acquisition or divestiture activity in 2023.
History of ESG Leadership
A History of Robust and Transparent Disclosure
In May of 2023, Ovintiv published its 2022 Sustainability Report, highlighting the Company’s leadership in sustainability and highlighting its significant achievements in various initiatives on our dynamic website to further improve our industry leading transparency and reporting performance.
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OUR KEY ENVIRONMENTAL, SOCIAL & GOVERNANCE INITIATIVES
EMISSIONS • Scope 1 & 2 GHG intensity reduction target tied to compensation (benchmarked to 2019). • 42% reduction in Scope 1 & 2 GHG intensity at year-end 2023 (benchmarked against 2019 results). • Ovintiv is committed to meeting World Bank Zero Routine Flaring initiative.(1)
TRANSPARENCY • 19th consecutive year of industry leading sustainability reporting and transparency in 2023. • Leading industry-wide initiatives through active trade association engagement with the American Exploration & Production Council, the Canadian Association of Petroleum Producers, and the American Petroleum Institute. • Produced disclosures aligned with Task Force on Climate-related Financial Disclosures (“TCFD”) and Sustainability Accounting Standards Board (“SASB”) guidance.
HUMAN CAPITAL Our success is a direct result of the talent of our team and our ability to work together to achieve Company goals. We work hard to put our best ideas into action – making energy development more advanced, efficient, safer and sustainable than ever before. Creating a culture of inclusion is consistent with our long-standing foundational values, and we seek to make sure that every employee has an equal opportunity for success at Ovintiv. The Company supports Ovintiv LINK (Leveraging Inclusion, Networking and Knowledge), an inclusive network that invites all Ovintiv employees to come as equals and share their diverse thoughts, perspectives and approaches. LINK’s goal is to enhance company culture by creating connections, building networks and making the workforce more united. LINK won the 2023 ALLY Energy GRIT (Growth Resilience Innovation Talent) Award for The Best Affinity Group (employee resource group). This award represents ALLY’s highest honor for internal employee groups, companies, start-ups, and schools. ALLY Energy’s GRIT Awards recognize individuals, students, teams, for-profit and non-profit organizations that demonstrate GRIT with a focus on driving a just, equitable, diverse, and inclusive (JEDI) culture in the workplace.
GOVERNANCE Strong corporate governance is the core of our sustainable initiatives. In January of 2024, the Ovintiv Board added a new independent director to the Board, which marks the second new independent director in as many years. In 2023, the Company updated its Insider Trading and Clawback policies and added a Board Overboarding and Change in Circumstance policy, all of which set the standards for strong corporate governance.
Note:
| (1) | Ovintiv’s legacy operations are fully aligned today, full alignment of the Permian Acquisition assets is still in progress. |
To learn more about Ovintiv’s sustainability initiatives, please refer to our Sustainability Report, which is available on our website under the “Sustainability” tab.
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Safety Taskforce
At Ovintiv, safety is a foundational value and drives decision-making across the organization. We want every person who steps foot on our site to leave in the same condition they arrived.
In 2023, we undertook an extensive, company-wide review of our safety practices by an internal Safety Advisory Task Force and commissioned an independent review conducted by a third party, both of which reported directly to our ELT and Board of
Directors. Through these reviews, immediate action was taken, and four strategic initiatives emerged: Start Work Safely Authorization, Integrate Safety into Commercial Processes, Safety Leadership Competency Development and Embed One Safety Culture. We then established multi-disciplinary advisory groups to provide recommendations and chart a path forward for each strategic initiative.
Shareholder Engagement
We value shareholder feedback and conduct an annual outreach program allowing our Board and management team to hear directly from our institutional investors, so that we understand the factors they consider to be most important when evaluating our Company. This engagement provides an opportunity for our Board and management team to answer questions our investors have about our approach to corporate governance, risk oversight, and strategy. In 2023, we continued this long-standing practice by offering engagements to more than two thirds of our shareholders with a focus on governance and sustainability matters, as well as meetings with institutional investors during conferences and industry events. Additionally, we hosted one of our largest institutional investors on a tour of our Permian field operations.
| In 2023, we solicitedfeedback from shareholders holding >67% of ourcommon stock through ourannual outreach program | Directors joined engagements offered with the Company’s top 10 investors, which included: • Independent Board Chair • Chair of the Human Resources and Compensation Committee • Chair of the Corporate Responsibility and Governance Committee • Sustainability team leadership • Investor Relations team leadership |
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Our investors expressed strong support for our strategy, risk management, disclosure practices and performance. We also gained valuable feedback during these discussions, which was shared with the full Board and its relevant committees. Our Board is committed to constructive engagement, which fuels ongoing discussions regarding how we can evolve our environmental, social, governance, executive compensation, and disclosure practices. In this year’s engagements, we covered a wide range of topics, wherein our shareholders expressed approval of our current practices, and encouraged our Board to continue with our sustainability strategy, active shareholder engagement, and disclosure practices.
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| TOPIC | AREAS OF FOCUS | STATE OF PROGRESS |
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| Environmental andemission reductioninitiatives | • Methane emissions intensity • Measurement, targets and progress • Climate disclosures and frameworks • Industry collaboration • Costs of abatement • Technology and innovation • Scenario planning • Site and facility design | • Continued progress on our 50% Scope 1 & 2 GHG emissions intensity target, with no change to targets after recent transactions. • Leading methane leak detection and repair program. • Disclosure in line with TCFD and SASB. • Utilizing emissions monitoring dashboard, electric frac fleets, vapor recovery units. |
| Board compositionand refreshment | • Factors in board refreshment • Director commitments • Diversity of background and thought | • 36% of our Board brings gender or ethnic diversity. • Two new directors in the past two years, bringing a balance of tenure, age, background, and perspective. • Director overboarding policy implemented in 2023. • Director change in circumstance policy added in 2023. |
| Executivecompensation | • Target-setting and commodity cyclicality • Performance metrics • Reference benchmarks • Vesting periods • Disclosure • ESG metrics | • 89% of total direct compensation for CEO and 82% of total direct compensation for other NEOs is tied to our financial, operational, total shareholder return (“TSR”), safety and sustainability results. • Relative TSR and return on invested capital (“ROIC”) drive long-term incentive (“LTI”) program. • Annual risk assessments of compensation program. • Scope 1 & 2 GHG emissions intensity target is tied to all employees’ compensation. |
| Human capitalmanagement | • Safety culture • Talent pipeline | • Continued strong performance on Total Recordable Injury Frequency (“TRIF”) and introduced an Incident Severity Metric to the Company Scorecard. Enlistment of internal task force and third-party experts to address any performance gaps. • Outreach at multiple education levels to generate interest in energy careers. |
| Enterprise riskmanagement | • Cybersecurity oversight • Board education on evolving risks | • Dedicated management teams assigned to specific risks, such as emissions. • Leverage enterprise risk management (“ERM”) system to identify emerging risks, and to assess probabilities and potential financial implications of risks. |
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Items of Business
Item 1. Election of Directors
The Board of Ovintiv has nominated the following individuals for election as directors. As Mr. Mclntire is retiring as of May 1, 2024, and no new directors are standing for election, the size of the Board will be reduced from 12 to 11 effective as of the Meeting. Please refer to page 14 in this Proxy Statement for important information about the qualifications and experience of each of the following director nominees. Each director nominee has consented to being named in this Proxy Statement and has agreed to serve if elected.
| Peter A. Dea Age: 70 Colorado Independent Director Since 2010 Chairman Since 2020 | Sippy Chhina Age: 57 Alberta Independent Director Since 2024 Committees: Audit and Reserves | Meg A. Gentle Age: 49 Texas Independent Director Since 2020 Committees: Audit and HRC | Ralph Izzo Age: 66 New Jersey Independent Director Since 2022 Committees: CRG and EH&S |
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| Howard J. Mayson Age: 71 Colorado Independent Director Since 2014 Committees: Reserves (Chair)and HRC | Brendan M. McCracken Age: 48 Colorado Non-Independent Director Since 2021 | Steven W. Nance Age: 67 Texas Independent Director Since 2019 Committees: EH&S (Chair)and Reserves | Suzanne P. Nimocks Age: 64 Texas Independent Director Since 2010 Committees: CRG (Chair) and Audit |
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| George L. Pita Age: 62 Florida Independent Director Since 2021 Committees: Audit (Chair) and Reserves | Thomas G. Ricks Age: 70 Texas Independent Director Since 2019 Committees: HRC (Chair) and CRG | Brian G. Shaw Age: 70 Ontario Independent Director Since 2013 Committees: Audit and EH&S |
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The Board recommends that you vote FOR the election of each of our eleven nominees to serve as directors of the Company until the earlier of (i) Ovintiv’s 2025 Annual Meeting of Shareholders; (ii) in each case, their successor is duly elected and qualified; or (iii) in each case, their death, resignation or removal.
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Item 2. Advisory Vote to Approve Compensation of Named Executive Officers
At the Company’s 2023 annual meeting, shareholders voted, on anon-binding advisory basis, to holdsay-on-pay votes annually. That recommendation has been adopted by Ovintiv and, accordingly, we are asking our shareholders to approve, on anon-binding advisory basis, our named executive officer (“NEO”) compensation for fiscal year 2023 as disclosed pursuant to Item 402 of Regulation S-K.
The Board recommends that you vote FOR this resolution because it believes that the policies and practices described in the “Executive Compensation” section beginning on page 43 of this Proxy Statement are effective in achieving the Company’s goals of aligning pay to performance and to NEOs’ levels of responsibility, encouraging our NEOs to remain focused on both short and long-term financial and strategic goals, and linking NEO performance to shareholder value.
Item 3. Ratify PricewaterhouseCoopers LLP as Independent Auditors
We are asking our shareholders to ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors for fiscal year 2024. A summary of fees paid to PricewaterhouseCoopers LLP for services provided in fiscal years 2023 and 2022 is provided on page 64 of this Proxy Statement. The Board recommends that you vote FOR this ratification.
If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor:
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Shareholder’s Guide to Voting at the Annual Meeting
The Board is soliciting your proxy to vote your shares at the Meeting on the following matters:
| Item | Board Recommendation | |
| 1 | Election of Directors | FOR each director nominee nominated herein |
| 2 | Advisory Vote to Approve Compensation of Named Executive Officers | FOR |
| 3 | Ratify PricewaterhouseCoopers LLP as Independent Auditors | FOR |
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