Ovintiv Inc.
For the period ended May 6, 2026. Filed Mar 25, 2026.
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May 6, 2026 · Filed Mar 25, 2026
Contents
2025 Compensation Program
Base Salary
Base salaries for the NEOs are determined using market data from our Peer Group (as defined on page 50 of this Proxy Statement) and are reviewed every year at the HRC Committee’s February meeting. Base salary levels are set taking into account the market median, with adjustments to account for factors such as an individual’s time in role, experience level and expertise. In 2025, each NEO received a modest base salary increase intended to keep their base salary positioned in the median market range.
The table below shows the 2025 year-end base salary for each NEO.
| NEO | Position | 2025Base Salary(1) | 2024Base Salary(1) |
|---|---|---|---|
| Brendan McCracken | President & Chief Executive Officer | $1,200,000 | $1,140,000 |
| Corey Code | Executive Vice-President & Chief Financial Officer | $ 596,070 | $ 567,430 |
| Greg Givens | Executive Vice-President & Chief Operating Officer | $ 720,000 | $ 690,000 |
| Meghan Eilers | Executive Vice-President, Midstream & Marketing and General Counsel | $ 525,000 | $ 500,000 |
| Rachel Moore | Executive Vice-President, Corporate Services | $ 463,610 | $ 445,710 |
Note:
| (1) | Amounts paid in Canadian dollars have been converted to U.S. dollars using an exchange rate of C$1.00 = US$0.716 (average exchange rate for 2025). |
Annual Bonus
All employees participate in our annual bonus plan, which provides an opportunity to earn a cash award based on performance against a combination of Company metrics and individual objectives for the year. The annual bonus is designed to motivate employees to pursue our key business performance objectives. In setting the targets and ranges for each metric, we employ stress tests to ensure that there is appropriate alignment between performance and payouts.
The portion of the annual bonus tied to Company performance versus individual performance varies by job level. For NEOs, a Company score is calculated following the end of the year based on Ovintiv’s performance against the metrics set out in the Company Scorecard (the “Company Score”). The Company Score provides the baseline payout percentage for annual bonuses and includes an automatic 10 points downward adjustment should the Company experience a serious safety event during the year. Additionally, the Board retains discretion to adjust final payouts either up or down (within a range of-25% to +25%), to reflect unforeseen circumstances that occurred in the year.
Employee Deferred Share Unit Plan
Under the Employee Deferred Share Unit Plan (“Employee DSU Plan”), executives can convert either 25% or 50% of their annual bonus award into DSUs. To defer part of an annual bonus award into DSUs, an executive must make an election prior to December 31 of the preceding calendar year. Once an election is made, the number of DSUs credited to an executive is calculated as follows:
DSUs are settled in cash and are payable only after an executive separates from service of Ovintiv. No NEOs participated in the Employee DSU Plan in 2025.
| 46 | 2026 Proxy Statement | Ovintiv Inc. |
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Company Scorecard Metrics and Performance
The following metrics were selected in 2025 for our Company Scorecard. These metrics align with the key components of our strategic plan and our key environmental and safety initiatives and serve as the building blocks of strong financial returns for shareholders.
| Scorecard Metric(1) | Key Goals |
|---|---|
| Free Cash Flow(2) | • Achieve Free Cash Flow of $1.851 Billion |
| Capital Efficiency(3) | • Achieve Capital Efficiency of $16,200/BOE/d |
| Total Costs(4) | • Achieve Total Costs of $13.35/BOE |
| Total Production | • Achieve annual production of 614 MBOE/d |
| Environment & Safety | • Achieve TRIF of 0.18(5) Achieve Recordable Injury Severity of 0.15(6) • Achieve GHG Intensity of 13.60(7) • Achieve Spill Intensity of 0.023(8) |
Notes:
| (1) | Company Scorecard performance metrics and targets are updated annually to reflect changes in priorities and the macro environment. |
| (2) | Free Cash Flow† is a non-GAAP measure as defined in Schedule A of this Proxy Statement. |
| (3) | Capital Efficiency is defined as capital invested per barrel of oil equivalent per day (“BOE/d”) for wedge production in the calendar year. |
| (4) | Total Costs† is a non-GAAP measure as defined in Schedule A of this Proxy Statement. |
| (5) | TRIF equals Recordable Injuries X 200,000 divided by Total Exposure Hours. |
| (6) | Recordable Injury Severity is calculated as a simple average of the severity of all recordable injures experienced in the year; severity is determined using the US Workers Compensation Injury Classification System. |
| (7) | GHG Intensity equals Scope 1 & 2 MT CO2e/Mboe. |
| (8) | Spill Intensity equals Produced Liquids Spilled (bbls) divided by Total Produced Liquids (mbbls). |
Our HRC Committee rigorously tested multiple scenarios to determine the appropriate threshold, target and maximum performance goal for each metric. Considerations included benchmark and geographical pricing sensitivities, operational efficiency, results of scenario analysis, funding and corporate financial statement implications and comparison to peer companies and industry trends.
The threshold, target and maximum ranges shown below reflect the Company Scorecard as approved by the Board for 2025.
2025 Company Scorecard
Notes:
| (1) | Scorecard targets based on 2025 Budget and adjusted for acquisitions and divestitures. |
| (2) | For additional information regarding non-GAAP measures, refer to Schedule A of this Proxy Statement. |
| (3) | Recordable Injury Severity = primary injury severity + (50% * supplemental injury severitie(s)). |
| (4) | 10-point deduction override in the event of a fatality, regardless of performance against safety target. |
| Ovintiv Inc. | 2026 Proxy Statement | 47 |
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SAFETY: A FOUNDATIONAL VALUE Safety is one of our foundational values, and a strong safety culture is foundational to our everyday work, which is why we include safety metrics on our Company Scorecard. Our focus through 2025 was to continue to enhance our safety culture and processes with several key initiatives centered on serious injury prevention. Our unwavering commitment is to ensure every person working on our sites goes home to their family safe at the end of the day.
Board Discretion
The final bonus paid to NEOs is the product of the NEO’s target bonus and the Company Score subject to the Board’s discretion to adjust that result within a range of-25% to +25% if there are material unforeseen events or major dislocations in the industry during the year. In addition, the Board can adjust individual NEO scores within a range of-20% to +20% to reflect individual performance. Regardless of any Board discretionary adjustments, the maximum payout is capped at 200%.
Use of Board Discretion
The Board made no discretionary adjustments to NEO 2025 bonuses.
2025 Annual Bonus Results
Following application of the above Company Score, the annual bonus payments to our CEO and other NEOs for 2025 are shown below.
| Bonus Target(% of Base Salary)(1) · Target Bonus(2)(3)($) · Total Actual Bonus(2)($) | ||||
|---|---|---|---|---|
| Target · Maximum | ||||
| Brendan McCracken | 128.75% | 257.5% | $1,526,250 | $2,136,750 |
| Corey Code | 100% | 200% | $ 588,910 | $ 824,474 |
| Greg Givens | 100% | 200% | $ 712,500 | $ 997,500 |
| Meghan Eilers | 77.5% | 155% | $ 402,500 | $ 563,500 |
| Rachel Moore | 77.5% | 155% | $ 356,165 | $ 498,631 |
Notes:
| (1) | Annual bonus targets as a percentage of salary were unchanged in 2025 for Mr. Code and Mr. Givens. Mr. McCracken’s Target Bonus increased to 130% on April 1, 2025, and Ms. Eilers’ and Ms. Moore’s Target bonus each increased to 80% on April 1, 2025. Amounts shown reflect final targets for the year after giving effect to these mid-year adjustments. |
| (2) | Canadian dollar amounts have been converted to U.S. dollars using an exchange rate of C$1.00 = US$0.716 (average exchange rate for 2025). |
| (3) | Target bonus is based on 2025 blended salary amounts with salary and Target Bonus adjustments occurring on April 1, 2025, where applicable. |
Long-Term Incentive Awards
LTI awards make up the largest portion of target compensation for our executives. These awards, which are primarily performance-based, are designed to incentivize delivery of our strategy and long-term value creation and payout of these awards correlates with Ovintiv’s stock price performance. LTI awards are granted annually, following approval by the HRC Committee. In setting the target value of LTI awards, the HRC Committee reviews individual performance, retention risk, internal equity and overall market competitiveness.
As described on page 49 of this Proxy Statement, the Company’s 2025 compensation program employed two LTI vehicles: RSUs and PSUs. In 2025, 50% of LTI awards granted to the Company’s NEOs were in the form of RSUs and 50% were in the form of PSUs. Compensation from RSUs is based solely on the Company’s stock price over the performance period. PSUs are performance-based, and compensation is only earned if the Company’s stock price performance is above the 25 th percentile relative to the PSU Performance Peer Group and if strategic milestones are met.
| 48 | 2026 Proxy Statement | Ovintiv Inc. |
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LTI Awards Granted in 2025
Details of LTI awards granted to the NEOs in 2025 are shown below. The realized value of the 2025 LTI awards will be determined at the time of vesting based on the NEO’s continued service over the vesting period and company and stock price performance.
| RSUs · PSUs | ||||
|---|---|---|---|---|
| # of Units | Target Value(1) ($) | Target # of Units | Target Value(1)(2) ($) | |
| Brendan McCracken | 127,742 | 4,950,003 | 127,742 | 4,950,003 |
| Corey Code | 39,314 | 1,575,208 | 39,314 | 1,575,208 |
| Greg Givens | 45,162 | 1,750,028 | 45,162 | 1,750,028 |
| Meghan Eilers | 25,807 | 1,000,021 | 25,807 | 1,000,021 |
| Rachel Moore | 20,551 | 823,424 | 20,551 | 823,424 |
Notes:
| (1) | Amounts awarded in Canadian dollars have been converted to U.S. dollars using an exchange rate of C$1.00 = US$0.716 (average exchange rate for 2025). Target value is the value approved by the HRC Committee, which is then converted to a number of units based on preceding the 5-day volume weighted average price of shares of Ovintiv common stock as reported on the NYSE/TSX on the date of grant. |
| (2) | Actual payouts will range from 0 to 200% of the units granted plus reinvested dividends based on Relative TSR (50%) and Return on Invested Capital (50%) performance over the three-year performance period ending December 31, 2027. |
2025 PSUs
The performance metrics for 2025 PSU awards are Relative TSR and ROIC, creating strong alignment between executive compensation and the shareholder experience. The performance metrics for 2025 PSU awards, together with the weighting and rationale for each metric, are set out below.
| 2025 PSU Metric | Weighting | Measurement | Rationale for Metric |
|---|---|---|---|
| Relative TSR | 50% | Three-year TSR relative to our Peer Group | Aligned with the interest and experience of our shareholders |
| Return on Invested Capital | 50% | Three-year return on the 2025 capital program from wedge production and cash flow | Aligned with capital discipline and performance and removes impact of prices |
2023 PSU Settlement
PSU awards granted in 2023 were similar in structure to the 2025 awards. Vesting and payout of 2023 PSU awards was assessed by the HRC Committee at its February 2026 meeting. The following table summarizes the payout ranges, the results achieved, and the final payouts for the 2023 PSU awards based on Relative TSR and ROIC over the three-year period beginning January 1, 2023, and ending December 31, 2025.
| Ovintiv Inc. | 2026 Proxy Statement | 49 |
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2025 Peer Group
We use one peer group for purposes of benchmarking executive compensation and assessing PSU performance (our “Peer Group”). In order to remain competitive and retain top talent, we define our compensation market as a group of North American industry peers of a similar size, industry focus and geography as Ovintiv, and select our
Peer Group accordingly. The HRC Committee is careful to include relevant E&P-focused companies, as their performance is similarly linked to changes in commodity prices during similar measurement periods. All members of our Peer Group meet the following criteria:
| Peer Group: Evaluation Criteria | ||
|---|---|---|
| Financial and operational comparability | • total assets • production • product mix | • enterprise value • market capitalization • revenues |
| Nature and scope of operations | • primarily North American operations • operate in similar North American plays | • upstream E&P |
| Identified as competitive peer | • competitor for executive talent • competitor for investment capital | • identified internally or externally as a peer to Ovintiv |
| 2025 Peer Group | ||
|---|---|---|
| Antero Resources Corporation | Devon Energy Corporation | Murphy Oil Corporation |
| APA Corporation | Diamondback Energy, Inc. | Occidental Petroleum Corporation |
| ARC Resources Ltd. | EOG Resources Inc. | Permian Resources Group |
| Canadian Natural Resources Ltd. | EQT Corporation | Range Resources Corporation |
| Chord Energy Corp. | Expand Energy Corporation | S&P 400 Index |
| Civitas Resources Inc. | Hess Corporation(1) | XOP |
| Coterra Energy Inc. | Matador Resources | |
| Additions | Deletions |
|---|---|
| ARC Resources Ltd. | Chesapeake Energy Corporation |
| Chord Energy Corp. | Enerplus Corporation |
| EQT Corporation | Marathon Oil |
| Expand Energy Corporation | Pioneer National Resources Company |
| Matador Resources | |
Note:
| (1) | In July 2025, Hess Corporation was acquired by Chevron Corporation. |
The HRC Committee assesses market competitiveness of compensation for the CEO and other members of the ELT each year using data from the Peer Group. To remain competitive, we set annual target compensation for our executives around the median (or 50 th percentile) of executives with comparable roles within our Peer Group. Target compensation may be set above or below the median based on various factors, including time in role, sustained performance over time, readiness for promotion, skillset and experience relative to external market counterparts.
| 50 | 2026 Proxy Statement | Ovintiv Inc. |
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Independent Compensation Advisors
The HRC Committee retains FW Cook as its independent compensation consultant to provide objective expertise on executive compensation matters, including peer benchmarking, market analysis, incentive plan design, and assessments of pay-for-performance alignment. FW Cook also advises the Committee on evolving market practices, regulatory developments, and investor perspectives relevant to executive compensation. FW Cook reports directly to the HRC Committee Chair, and the HRC Committee retains sole authority over the engagement, scope of services, and fees of FW Cook.
Compensation Risk Management
THE BOARD AND HRC COMMITTEE USE A STRUCTURED DECISION-MAKING PROCESS TO MITIGATE COMPENSATION-RELATED RISK The Board and the HRC Committee mitigate compensation-related risk using a structured decision-making process and program safeguards. The HRC Committee’s structured approach to compensation risk is designed to discourage inadvertent or undue risk-taking by incorporating risk management principles directly into our program design, actively considering risk as a key element of compensation decision-making and requiring annual compensation program risk assessments. Our annual compensation risk assessments are reviewed, and often conducted, by the HRC Committee’s independent compensation consultant. The most recent risk assessment found that our executive and broad-based compensation programs do not create risks that are reasonably likely to have a material adverse effect on Ovintiv. Specific examples of how our program incorporates compensation risk management include: use of balanced, financial and operational performance metrics in our Board-approved Company Scorecard; use of a balanced mix of vehicles in our annual LTI grants; imposition of vesting and payout maximums (or caps) in our PSU grants; and application of our incentive program consistently across Ovintiv, so all employees, including our executives, are pursuing the same objectives. We believe these features reduce risk by diversifying rewards and eliminating reliance on any single or limited number of performance measures to determine executive incentive compensation. Compensation-related risk is mitigated through our corporate governance practices, which include robust stock ownership guidelines, an Incentive Compensation Clawback Policy, and prohibitions regarding hedging of equity awards and stock — all of which apply to incentive-based compensation granted to our executives.
Executive Stock Ownership Guidelines
Ovintiv’s executives and vice-presidents must achieve minimum stock ownership levels within five years of being appointed to their positions. An individual who receives a promotion resulting in an increased stock ownership target is given an additional five-year period to meet the new target. Targets are calculated as a multiple of annual base salary. Stock ownership is calculated based on the
aggregate value of: (i) owned shares of Ovintiv common stock (including beneficial ownership); (ii) RSU holdings; (iii) DSU holdings; and (iv) other Ovintiv securities as may be approved by the Board.
The following table illustrates each NEO’s stock ownership requirement and actual stock ownership as of March 10, 2026.
| Ownership Requirement(Multiple of Base Salary) | Current Ownership(Multiple ofBase Salary) | |
|---|---|---|
| Brendan McCracken | 5 | 17.5 |
| Corey Code | 3 | 15.6 |
| Greg Givens | 3 | 11.7 |
| Meghan Eilers | 3 | 8.9 |
| Rachel Moore | 3 | 10.9 |
| Ovintiv Inc. | 2026 Proxy Statement | 51 |
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Incentive Compensation Clawback Policy
Our Amended and Restated Incentive Compensation Clawback Policy (“Clawback Policy”) applies if:
| • | Ovintiv is required to prepare an accounting restatement due to material non-compliance with any financial reporting requirement under applicable securities laws; and |
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| • | incentive-based compensation received by a current or former executive in respect of years to which the restatement pertains exceeds the amount that would have been received under the restatement. |
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Where such circumstances exist, the Company will recover the amount of any incentive-based compensation received by an executive during the
recovery period that exceeds the amount that otherwise would have been received had it been determined based on the restated financial statements. The Company may effect any recovery pursuant to the Clawback Policy by requiring payment of such amount(s) to the Company, by
set-off,
by reducing future compensation, or by such other means or combination of means as the HRC Committee determines to be appropriate. The Company does not indemnify executives against the loss of any incentive-based compensation pursuant to the Clawback Policy.
Our Clawback Policy is intended to be consistent with the requirements of Rule
10D-1
and Section 303A.14 of the NYSE Listed Company Manual.
Equity Grant Timing
The Company currently approves equity awards to our executive officers at the regularly scheduled HRC Committee and Board meetings in February, with awards granted in March of each year. The Board generally grants director equity awards each year immediately following our annual meeting of shareholders. The Company may also consider and approve interim or
mid-year
grants from time to time based on business needs and may change its equity grant practices in the future. The Company does not take material nonpublic information into account when determining the timing and terms of equity awards and hasnot timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Indebtedness of Directors and Executive Officers
As of the date of this Proxy Statement, there is not, and since January 1, 2025, there has not been, any indebtedness outstanding by, or any guarantees, support agreements, letters of credit or other similar arrangements or understandings provided by, Ovintiv or its subsidiaries to any of our current or former directors (including the director nominees) or executive officers or any of their respective associates.
Compensation Committee Report
The HRC Committee has reviewed, commented on and discussed with management this CD&A for the year ending December 31, 2025. Based on that review and discussion, the HRC Committee recommended to the Board that it be included in this Proxy Statement for the Meeting.
Human Resources and Compensation Committee
Meg Gentle
Howard Mayson
Thomas Ricks
| 52 | 2026 Proxy Statement | Ovintiv Inc. |
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