Integrity, accountability and disclosure

Devon recognizes that strong corporate governance is required to maintain our social license to operate. We strive for effective decision-making and risk management as we conduct our business in keeping with our corporate values and ESG responsibilities, serving the interests of our stakeholders.

我们已经开发了一个随着业务发展的有效的公司治理框架。渐进原则和实践指导我们的董事会,执行管理和劳动力发挥积极和可持续的影响。

Our Corporate Governance Guidelines support the long-term interests of the company and our stakeholders by focusing on certain core principles for effective governance of the company. The guidelines cover board composition, policies, procedures and committees. They also provide direction for the recruitment, selection, responsibilities, compensation and evaluation of individual directors. The guidelines are updated from time-to-time to reflect the evolving needs of our company.

独立董事会成员为公司的监督带来了新的观点和多样化的技能。根据纽约证券交易所(NYSE)上市标准和证券交易委员会(SEC)法规,德文郡的大多数董事会成员都符合独立的资格。截至2023年3月,12名(92%)德文郡董事会成员中有11个被独立。

Among other responsibilities, our non-management chair seeks to optimize board performance through regular feedback to help ensure the diverse viewpoints of all directors are heard, and that a climate of constructive candor is created in which frank and thoughtful discussion occurs.

整个董事会对公司的风险监督负有主要责任,并将特定的风险领域委派给了四个常设委员会:审计,薪酬,储备和治理,环境和公共政策(GEPP)。根据我们的公司治理指南的要求,GEPP,审计和薪酬委员会的所有成员都是独立的,而储备委员会的成员也是独立的。



在作为新合并的公司的第一年,整个董事会和董事会委员会整合并保持了治理方法,并通过了两个传统公司董事会的最佳实践。GEPP,审计和薪酬委员会审查了德文郡ESG活动,指标和报告的各个方面,并且整个董事会参与评估我们的ESG风险。

The GEPP Committee maintains the former Governance Committee’s oversight role for corporate governance and for nominating qualified candidates for director positions. Following the merger, its scope incorporated expanded environmental duties and responsibilities, as well as oversight of management’s efforts to integrate sustainability into Devon’s business and activities. GEPP Committee members regularly hear from Devon leaders and subject matter experts on emissions and other environmental matters, ESG-related stakeholder engagements, public policy developments and our social responsibility programs. The GEPP Committee’s endorsement of ESG matters helps inform the company’s strategy, plans and priorities, and secure internal alignment.

In 2021, the GEPP Committee’s activities included:

  • Evaluating the ESG profile of our go-forward company
  • 审查德文郡在关键环境指标上的表现,包括范围1和范围2温室气体(GHG)排放
  • Discussing and endorsing the company’s environmental targets announced in June 2021 and tactics for meeting the targets
  • Discussing the contents of Devon’s 2021 Sustainability Report and Climate Change Assessment Report with management before their publication
  • Reviewing and discussing Devon’s DEI metrics, and actions and strategy for improving our workforce DEI, with the Compensation Committee and management, reflecting the board’s increased emphasis on diversity, equity and inclusion (DEI)

深入研究相关事项是每个董事会会议的一部分。外部发言人,股东和思想领导人被邀请参加我们的2021年9月和2022年9月的董事会会议,以分享信息和见解。在2022年,董事会继续专注于ESG绩效和改进策略,以及公司在收集更详细的ESG相关数据方面的进步。

董事会多样性

我们的决策和行动受益于董事会成员的知情意见,这些成员具有广泛的经验,技能和背景,包括性别,种族和种族多样性。我们的董事会认为这种多样性是高功能板的关键特征。

GEPP委员会在其提名合格候选人的董事中,并遵守我们的公司治理指南,旨在将其提出的选择中的妇女和少数候选人包括在池中,并要求其参与其中的任何搜索公司。

The GEPP Committee nominates qualified candidates to be Devon directors, seeking factors such as the nominees’ integrity and accountability, ability to provide informed judgment, respect from peers and high performance standards.

截至2023年3月,我们的董事会包括四名妇女(33%)和一名种族多元化(8%)董事,包括德文郡审计委员会主席。当前的董事会任期约1 - 13年,可以平衡新的观点和连续性。我们的董事年龄从45岁到73岁。非管理董事的董事会退休年龄为74岁。

Shareholders elect Devon directors at our annual meeting for one-year terms. Our bylaws require a director who does not receive a plurality of votes in an uncontested election to offer to resign, which has not happened in Devon’s 51-year history. At our 2022 annual meeting, our directors received an average approval rating of 96%.

Board and executive compensation

Under our Corporate Governance Guidelines, non-management directors are expected to have a significant ownership stake in Devon to help align the board’s and stockholders’ interests with our long-term performance. The board determines non-management director compensation annually based on the Compensation Committee’s recommendations. Compensation for our non-management directors, which is based on market norms and includes cash retainers and equity awards, has remained relatively consistent in recent years. In 2022, the Compensation Committee approved non-management directors’ participation in Devon’s matching gift program for qualifying charitable contributions up to $10,000 annually. Devon employees receive no additional compensation for serving on the board.

Devon focuses on generating positive operating returns by managing a premier asset portfolio, delivering superior execution and exercising disciplined capital allocation. Our executive compensation program seeks to create a strong tie between company performance and executive pay and is closely aligned with shareholders’ interests. This pay-for-performance philosophy is intended to motivate near-term operational and financial success as well as to create long-term stockholder value. Total compensation is weighted in favor of long-term incentives to emphasize value creation and stockholder alignment.

德文郡的薪酬理念也是设计to attract and retain highly trained, experienced executives who have the skills, education, business acumen and background to create value in a large and diversified oil and gas business. The primary components of the company’s executive compensation program are base salary, a performance bonus and long-term incentives.

Executive compensation is determined annually by the Compensation Committee, which evaluates the performance of the company and of individual executives and the business unit or organization they manage. The leadership team updates the board regularly on our economic and operational risks and opportunities and on our ESG performance.

In determining executive compensation in 2021, the Compensation Committee considered the company’s operational and financial achievements and performance relative to our corporate goals. Devon set ambitious goals for financial results, expenditures, oil and gas production, ESG/EHS performance, merger integration and strategic initiatives.

该公司在我们公司绩效记分卡上几乎所有2021个进球的目标都优于我们的目标。In addition, Devon’s share price earned the highest Total Shareholder Return (TSR) of any stock in the S&P 500 Index during 2021, and we achieved the highest TSR in our performance peer group in 2021 (196%) and from 2019-2021 (122%). Based on these results, the Compensation Committee assigned a company performance score of 177%, which led to above target bonuses for our employees (including executives).

To help ensure that management and our board understand the compensation issues that matter to our stockholders, Devon conducts investor outreach throughout the year. During 2021, the company contacted the majority of our top 100 stockholders, interacted with many other stockholders and met with representatives of approximately 50 investors. The Compensation Committee reviews the feedback resulting from this outreach, as well as the most recent advisory vote by stockholders on executive compensation. In 2022, approximately 95% of voting stockholders voted “for” Devon’s executive compensation.

Additional information about our executive compensation program is available in the Compensation Discussion and Analysis (CD&A) section of our 2022 proxy statement.