DEF 14A of Devon Energy Corp/De
Filed May 28, 2026 · FY20250001104659-26-067065
Proxy Statement Table of Contents
| 72 | Pension Benefits | | 72 | Benefit Plans | | 72 | Defined Benefit Plan | | 72 | Normal Retirement | | 72 | Defined Contribution Plan — 401(k) Plan | | 74 | Nonqualified Deferred Compensation Plan | | 74 | Supplemental Contribution Restoration Plans | | 75 | Potential Payments Upon Termination or Change in Control | | 75 | Accrued Payments Upon Termination of Employment | | 75 | Rights Upon Termination for Death or Disability | | 75 | Rights Upon Termination Without Cause and Constructive Discharge | | 76 | Termination Following a Change in Control | | 76 | Payment Conditions | | 77 | Long-Term Incentive Awards | | 77 | Potential Payments Upon Termination or Change in Control Tables | | 80 | CEO Pay Ratio | | 80 | Pay Versus Performance Disclosure | | 85 | Equity Compensation Plan Information | | 86 | Our Stockholders | | 86 | Security Ownership of Certain Beneficial Owners and Management | | 86 | Security Ownership of Certain Beneficial Owners | | 87 | Security Ownership of Management | | 88 | Insider Trading Policy and Hedging and Pledging Guidelines | | 89 | Submission of Stockholder Proposals and Nominations | | 90 | Frequently Asked Questions About the Annual Meeting | | 94 | Other Matters | | 95 | Forward-Looking Statements | | A-2 | Appendix A. Explanation and Reconciliation of Non-GAAP Financial Measures |
AGENDA ITEM 1. ELECTION OF DIRECTORS
AGENDA ITEM 1. ELECTION OF DIRECTORS Our Board has nominated 11 directors for election at the Annual Meeting. Each Director will serve for a term ending at the next Annual Meeting and until his or her successor is duly elected and qualified, subject to such Director’s earlier death, disqualification, resignation, or removal. All nominees are currently Devon Directors. Within each nominee’s biography and the matrix on page 20, we have highlighted the notable qualifications, experience, and skills that contributed to his or her selection as a nominee to our Board. We have no reason to believe that any of the nominees for Director will be unable to serve if elected. However, if any of these nominees becomes unavailable, the persons named in the proxy intend to vote for any alternate designated by the current Board. Proxies cannot be voted for a greater number of persons than the nominees named.
AGENDA ITEM 1. ELECTION OF DIRECTORS
| Our Board of Directors recommends that stockholders vote “FOR” the election of the director nominees listed in the pages that follow. |
WHO WE ARE
WHO WE ARE
Our Nominees for Election
Our Nominees for Election Information about our Director nominees is set forth below. Please refer to the Director Skills and Experience matrix on page 20 for more information.
Our Nominees for Election
| | | AGE | | 69 | | TENURE (YEARS) | | <1 | | INDEPENDENT DIRECTOR | | No | | COMMITTEES | | ■ Chair, Dividend |
Our Nominees for Election
| Thomas E. Jorden Chair of the Board | | | DIRECTOR SINCE: MAY 2026 | | | Thomas E. Jorden was appointed to the board of directors as Board Chair in May 2026 following the Merger. At Coterra, Mr. Jorden served as chairman, chief executive officer, and president. Prior to joining Coterra through a merger in 2021, Mr. Jorden served as chairman, chief executive officer, and president of Cimarex Energy Co. Mr. Jorden is a geophysicist with extensive experience leading public companies. He currently serves on the Board of Trustees of Tulane University and is the former chairman of the Board of Trustees for the Colorado School of Mines where he earned his master’s degree in Geophysics. | | | Qualifications Mr. Jorden is an experienced and accomplished leader. He brings to Devon over 40 years of experience in the oil and gas exploration and production industry as well as a deep understanding of matters impacting the energy industry. His understanding of Coterra’s business, operations, long-term strategy, and goals make him a valuable member of our board. | Principal occupation or employment: • Former chairman, president, and chief executive officer, Coterra Energy Inc. Current public company directorships: • None Previous public company directorships held in the past five years: • Cimarex Energy Co. (merged with Cabot Oil & Gas Corporation to form Coterra) Certain other directorships: • Previously served as chairman of Coterra’s board of directors • Board of Trustees of Tulane University | | Key Skills and Experience | | | | |
WHO WE ARE (cont.)
WHO WE ARE (cont.)
WHO WE ARE (cont.)
| | | AGE | | 65 | | TENURE (YEARS) | | <1 | | INDEPENDENT DIRECTOR | | Yes | | COMMITTEES | | ■ Chair, Compensation ■ Safety, Operations, and Resource |
WHO WE ARE (cont.)
| Amanda Brock | | | DIRECTOR SINCE: MAY 2026 | | | Amanda Brock was appointed to the board of directors in May 2026 following the Merger. She is co-chief executive officer and a board member of Solaris Energy Infrastructure, Inc. (Solaris Energy), which delivers power generation, power distribution solutions, and logistics equipment and services to clients in the data center, energy, and other commercial and industrial sectors. Prior to joining Solaris Energy in October 2025, Ms. Brock served as chief executive officer and president of Aris Water Solutions, Inc. (Aris), a leading produced water infrastructure and recycling company. During her tenure at Aris, she also served as president, chief operating officer, and chief commercial officer. Prior to joining Aris, Ms. Brock was chief executive officer of Water Standard and executive director and president for the Americas at Azurix Corp. Ms. Brock started her professional career as a lawyer for Vinson & Elkins LLP in Houston, managing global projects for Enron in power and water. She holds a law degree from Louisiana State University, where she was a member of the Law Review. Ms. Brock is a key leader of the Texas Business Hall of Fame (TBHF), serving as its chair in 2022 and again in 2025, and currently serves as a member of TBHF’s Executive Committee. | | | Qualifications Ms. Brock brings to the Board over 26 years of experience building and managing global infrastructure businesses in the oil and gas, water, and power industries. Her expertise and depth of knowledge in the water management and gas-fired power generation aspects of the oil and gas industry, as well as her global perspective, strategic planning, and public company experience, and executive management and financial expertise, aids the Board in overseeing all aspects of Devon’s operations and allows her to provide a valuable and distinct perspective to the Board. | Principal occupation or employment: • Co-chief executive officer of Solaris Energy Infrastructure, Inc. (NYSE: SEI) Current public company directorships: • Solaris Energy Infrastructure, Inc. (NYSE: SEI) Previous public company directorships held in the past five years: • Aris Water Solutions, Inc. (acquired by Western Midstream Partners, LP (NYSE: WES)) • Macquarie Infrastructure Corporation (now known as Macquarie Infrastructure Holdings, LLC) (NYSE: MIC) Certain other directorships: • Previously served on Coterra’s board of directors, most recently as lead independent director and on its compensation and governance and social responsibility committees • Texas Business Hall of Fame (member of the Executive Committee) | | Key Skills and Experience | | | | |
WHO WE ARE (cont.)
WHO WE ARE (cont.)
WHO WE ARE (cont.)
| | | AGE | | 49 | | TENURE (YEARS) | | 7 | | INDEPENDENT DIRECTOR | | Yes | | COMMITTEES | | ■ Compensation ■ Safety, Operations, and Resource |
WHO WE ARE (cont.)
| Ann G. Fox | | | DIRECTOR SINCE: 2019 | | | Ann G. Fox joined the board of directors in June 2019. She is president, chief executive officer, and a board member of Nine Energy Service, Inc. (Nine), a Houston-based oilfield services company. Ms. Fox joined Nine in 2013 and previously served as chief financial officer and vice president of strategic development. Prior to joining Nine, she worked for SCF Partners, a private equity firm supporting the oilfield services and equipment industries. Ms. Fox also has experience as an investment banking analyst and as a Marine, where she served several tours of duty in Iraq on a team that reported directly to Gen. David Petraeus. She received a bachelor’s degree in diplomacy and security in world affairs from Georgetown University and a master’s in business administration from Harvard University. Ms. Fox currently serves on the board of the American Petroleum Institute, the board of advisors of Rice University’s Baker Institute, and the board of trustees of Groton School. | | | Qualifications Ms. Fox brings to the Board her significant and unique career experiences, knowledge of the energy industry and capital markets, and perspective as a leader. Her recognition of upstream business and operational developments contributes to the Board’s overall performance. | Principal occupation or employment: • President and chief executive officer, Nine Energy Service, Inc. Nine filed for bankruptcy protection under chapter 11 of the U.S. Bankruptcy Code in February 2026 Current public company directorships: • Nine Energy Service, Inc. (NYSE American: NINE) Previous public company directorships held in the past five years: • None Certain other directorships: • American Petroleum Institute • Baker Institute (board of advisors) • Groton School | | Key Skills and Experience | | | | |
WHO WE ARE (cont.)
WHO WE ARE (cont.)
WHO WE ARE (cont.)
| | | AGE | | 54 | | TENURE (YEARS) | | 1 | | INDEPENDENT DIRECTOR | | No | | COMMITTEES | | ■ Dividend |
WHO WE ARE (cont.)
| Clay M. Gaspar | | | DIRECTOR SINCE: 2025 | | | Clay Gaspar was appointed President and Chief Executive Officer and as a member of the board of directors in March 2025. Prior to that role, Mr. Gaspar served as Executive Vice President and Chief Operating Officer of Devon, a role he assumed in January 2021 following Devon’s merger with WPX Energy, Inc. (WPX). While at WPX, Mr. Gaspar served as president and chief operating officer and sat on the board of directors. His earlier career includes technical and leadership positions with Newfield Exploration, Anadarko Petroleum, and Mewbourne Oil. Mr. Gaspar serves on the boards and executive committees of the American Petroleum Institute, American Exploration & Production Council, and the Permian Strategic Partnership. He also serves on the boards of the American Energy Policy Center and The Nature Conservancy’s Oklahoma Chapter and is a member of the Texas A&M Engineering Advisory Council. Mr. Gaspar earned a bachelor’s degree in petroleum engineering from Texas A&M University, a master’s degree in petroleum and geosciences engineering from the University of Texas, and is a registered professional engineer in the state of Texas. | | | Qualifications Mr. Gaspar is an experienced leader, with the vision and industry expertise to guide Devon forward. His understanding of Devon’s operations and assets provides valuable board-level perspective. | Principal occupation or employment: • President and Chief Executive Officer, Devon Energy Corporation Current public company directorships: • None Previous public company directorships held in the past five years: • None Certain other directorships: • Previously served on WPX’s board of directors • American Petroleum Institute (executive committee) • American Exploration & Production Council (executive committee) • Permian Strategic Partnership (executive committee) • American Heart Association Southwest Region | | Key Skills and Experience | | | | |
WHO WE ARE (cont.)
WHO WE ARE (cont.)
WHO WE ARE (cont.)
| | | AGE | | 47 | | TENURE (YEARS) | | <1 | | INDEPENDENT DIRECTOR | | Yes | | COMMITTEES | | ■ Audit ■ Governance, Environmental, and Public Policy |
WHO WE ARE (cont.)
| Jacinto J. Hernandez | | | DIRECTOR SINCE: MAY 2026 | | | Jacinto J. Hernandez was appointed to the board of directors in May 2026 following the Merger. He is founder and principal of Cummings Consulting & Management (Cummings), which partners with companies to drive expansion and create shareholder value. Prior to forming Cummings, he worked at Capital Group and its subsidiary, Capital World Investors (Capital Group), most recently as partner. He spent 22 years at Capital Group covering a variety of industries, including the oil and gas industry, helping lead the research portfolio for one of the largest growth mutual funds in the world and serving in key leadership roles. Mr. Hernandez earned his bachelor of science in economics from Stanford University, with a minor in political science. Mr. Hernandez has also completed the Directors’ Consortium Program offered by Stanford University’s Graduate School of Business. | | | Qualifications Mr. Hernandez brings to the Board his financial expertise and over 25 years of investment and research experience across multiple asset classes gained from working for one of the world’s oldest and largest investment management organizations. His areas of expertise include oil and natural gas, oilfield services, engineering and construction, tobacco, and human capital management. He has been designated an “audit committee financial expert” by Devon’s Board. | Principal occupation or employment: • Principal, Cummings Consulting & Management Current public company directorships: • None Previous public company directorships held in the past five years: • Aris Water Solutions, Inc. (acquired by Western Midstream Partners, LP (NYSE: WES)) • Altria Group, Inc. (NYSE: MO) • Pioneer Natural Resources Company (acquired by Exxon Mobil Corporation (NYSE: XOM)) Certain other directorships: • Previously served on Coterra’s board of directors and its audit and governance and social responsibility committees | | Key Skills and Experience | | | | |
WHO WE ARE (cont.)
WHO WE ARE (cont.)
WHO WE ARE (cont.)
| | | AGE | | 71 | | TENURE (YEARS) | | 5 | | INDEPENDENT DIRECTOR | | Yes | | COMMITTEES | | ■ Audit ■ Chair, Governance, Environmental, and Public Policy |
WHO WE ARE (cont.)
| Kelt Kindick | | | DIRECTOR SINCE: 2021 | | | Kelt Kindick joined the board of directors in January 2021 following Devon’s merger with WPX. Mr. Kindick became a member of WPX’s board of directors in 2013. In December 2012, Mr. Kindick retired from Bain & Company Inc., a management consulting firm, serving most recently as chief financial officer and partner. He joined Bain & Company in 1980, was elected partner in 1986, served as managing director of the firm’s Boston office from 1991 to 1996, and as chairman of the firm’s executive committee from 1998 to 1999. Mr. Kindick also served as chief financial officer of the Commonwealth of Massachusetts from 2003 to 2004. He received a bachelor’s degree from Franklin & Marshall College and a master’s in business administration from Harvard University. | | | Qualifications Mr. Kindick brings to the Board his experience in strategic roles across a broad range of industries and in the public sector. His insights on governance, finance, and other key strategic matters enhances Board discussions. He has been designated an “audit committee financial expert” by Devon’s Board. | Principal occupation or employment: • Former chief financial officer and partner, Bain & Company Current public company directorships: • None Previous public company directorships held in the past five years: • None Certain other directorships: • Previously served on WPX’s board of directors, including as lead director and chairman of its nominating, governance, environmental, and public policy committee | | Key Skills and Experience | | | | |
WHO WE ARE (cont.)
WHO WE ARE (cont.)
WHO WE ARE (cont.)
| | | AGE | | 65 | | TENURE (YEARS) | | 5 | | INDEPENDENT DIRECTOR | | Yes | | COMMITTEES | | ■ Compensation ■ Safety, Operations, and Resource |
WHO WE ARE (cont.)
| Karl F. Kurz | | | DIRECTOR SINCE: 2021 | | | Karl F. Kurz joined the board of directors in January 2021 following Devon’s merger with WPX. Mr. Kurz became a member of WPX’s board of directors in 2014. He currently serves as non-executive chairman of American Water Works Company, Inc. Mr. Kurz is also on the board of Texas Pacific Land Corporation, where he is chair of the strategic acquisitions committee and a member of the compensation committee. From 2009 until his retirement in 2012, Mr. Kurz was a managing director, co-head of the energy group, and a member of the investment committee at CCMP Capital Advisors LLC, a leading global private equity firm focused on energy investments. Prior to joining CCMP, he spent nine years with Anadarko Petroleum Corporation, most recently serving as chief operating officer responsible for overseeing the company’s global exploration and production, marketing, midstream, land, technology, and service businesses. Mr. Kurz holds a bachelor’s of science, magna cum laude, in petroleum engineering from Texas A&M University, and he is a graduate of Harvard University’s Advanced Management Program. | | | Qualifications Mr. Kurz brings to the Board his significant experience in the energy industry and expertise in petroleum engineering. He has served in leadership positions and provides candid perspectives on the Company and the industry. | Principal occupation or employment: • Former managing director of CCMP Capital Advisors LLC and chief operating officer of Anadarko Petroleum Corporation Current public company directorships: • American Water Works Company, Inc. (NYSE: AWK). Serves as non-executive chairman • Texas Pacific Land Corporation (NYSE: TPL). Serves on the strategic acquisitions committee (chair) and compensation committee Previous public company directorships held in the past five years: • Royal Helium Ltd. (TSX Venture: RHC.v) Certain other directorships: • Previously served on WPX’s board of directors and its audit committee | | Key Skills and Experience | | | | |
WHO WE ARE (cont.)
WHO WE ARE (cont.)
WHO WE ARE (cont.)
| | | AGE | | 69 | | TENURE (YEARS) | | <1 | | INDEPENDENT DIRECTOR | | Yes | | COMMITTEES | | ■ Audit ■ Chair, Safety, Operations, and Resource |
WHO WE ARE (cont.)
| Jeffrey E. Shellebarger | | | DIRECTOR SINCE: MAY 2026 | | | Jeffrey E. Shellebarger was appointed to the board of directors in May 2026 following the Merger. He retired in 2019 after a 38-year career at Chevron, most recently as president of Chevron’s North American E&P (Exploration and Production) Operating Company. His prior leadership roles at Chevron included president and managing director of Chevron’s IndoAsia Business Unit, executive director at Chevron Pacific Indonesia, general manager of Asset Development for the Southern Africa SBU, and general manager of the San Joaquin SBU. Mr. Shellebarger previously served as chairman for the American Petroleum Institute’s Upstream Committee and as chairman of the Twenty-Third World Petroleum Congress, convening top energy and government leaders to discuss the future of the industry. He also previously chaired the Greater Houston Partnership. Mr. Shellebarger holds a master’s degree in Geology from the University of Georgia. | | | Qualifications Mr. Shellebarger brings to the Board over 40 years of U.S. and global oil and gas industry experience across the exploration and production value chain. He has significant experience, expertise, and perspectives on leadership, business performance, investment strategy, regulatory policy, stakeholder engagement, and governance. | Principal occupation or employment: • Former president, North American Exploration and Production Operating Company; Chevron Corporation Current public company directorships: • None Previous public company directorships held in the past five years: • None Certain other directorships: • Previously served on Coterra’s board of directors, including as chair of its environment, health, and safety committee and on its audit committee • Greater Houston Partnership (executive committee) | | Key Skills and Experience | | | | |
WHO WE ARE (cont.)
WHO WE ARE (cont.)
WHO WE ARE (cont.)
| | | AGE | | 65 | | TENURE (YEARS) | | <1 | | INDEPENDENT DIRECTOR | | Yes | | COMMITTEES | | ■ Audit ■ Dividend ■ Governance, Environmental, and Public Policy |
WHO WE ARE (cont.)
| Brent Smolik LEAD DIRECTOR | | | DIRECTOR SINCE: 2025 | | | Brent Smolik joined the board of directors in October 2025 and was appointed the Lead Director in May 2026. He has over 40 years of experience in the oil and gas industry in both the upstream and midstream sectors, including senior executive leadership roles at Noble Energy Corporation, Noble Midstream Partners LP, EP Energy Corporation, El Paso Corporation, ConocoPhillips, and Burlington Resources, Inc. He most recently served as president and chief operating officer at Noble Energy until his retirement following the company’s merger with Chevron in 2020. Mr. Smolik was also the president, chief executive officer, and chairman of the board of EP Energy Corporation. He previously served on the boards of Marathon Oil Corporation, Noble Midstream Partners LP, Cameron International, and Encino Acquisition Partners. Mr. Smolik holds a bachelor’s degree in petroleum engineering from Texas A&M University. | | | Qualifications Mr. Smolik brings to the board his significant leadership, operational, and technical experience in the global oil and gas industry and competencies in strategy, execution, and risk management. His perspective contributes to the overall performance of the board, including insights on governance, governmental affairs, and regulatory matters. | Principal occupation or employment: • Former president and chief operating officer of Noble Energy Corporation Current public company directorships: • None Previous public company directorships held in the past five years: • Marathon Oil Corporation (NYSE: MRO) • Noble Energy Corporation (Nasdaq: NBL) • Noble Midstream Partners LP (Nasdaq: NBLX) Certain other directorships: • Previously served on the board of Encino Acquisition Partners until its acquisition by EOG in 2025 | | Key Skills and Experience | | | | |
WHO WE ARE (cont.)
WHO WE ARE (cont.)
WHO WE ARE (cont.)
| | | AGE | | 68 | | TENURE (YEARS) | | <1 | | INDEPENDENT DIRECTOR | | Yes | | COMMITTEES | | ■ Compensation ■ Governance, Environmental, and Public Policy |
WHO WE ARE (cont.)
| Marcus A. Watts | | | DIRECTOR SINCE: MAY 2026 | | | Marcus A. Watts was appointed to the board of directors in May 2026 following the Merger. He is the executive chairman of the Everton Football Club in the English Premier League. From 2011 to 2025, Mr. Watts was president of The Friedkin Group, a privately held and diverse consortium of businesses and investments in the automotive, hospitality, entertainment, golf, and adventure industries, where he continues to serve as special advisor. Prior to The Friedkin Group, he was with the law firm Locke Lord LLP where he held multiple leadership roles, including vice chairman of the firmwide Executive Committee and managing partner of the Houston, Texas office. He also previously served as the chair of the Federal Reserve Bank of Dallas Houston Branch’s Board of Directors and chair of the Board of Directors of the Greater Houston Partnership. Mr. Watts currently serves as lead independent director of Service Corporation International and on the board of directors of Highland Resources, Inc., a privately held real estate investment firm. Mr. Watts holds a law degree from Harvard Law School. | | | Qualifications Mr. Watts brings to the Board over 26 years of experience in corporate and securities law, governance, and related matters. He adds a wealth of legal, transactional, regulatory, and management expertise from both the oil and gas industry and other industries to our Board. His unique combination of legal and management expertise offers a fresh perspective to our Board, which is buttressed by his decades of experience both inside and outside of the oil and gas industry. | Principal occupation or employment: • Executive chairman of the Everton Football Club • Special advisor to The Friedkin Group Current public company directorships: • Service Corporation International (NYSE: SCI) Previous public company directorships held in the past five years: • None Certain other directorships: • Previously served on Coterra’s board of directors and its compensation and governance and social responsibility committees • Texans for Lawsuit Reform • Highland Resources, Inc. | | Key Skills and Experience | | | | |
WHO WE ARE (cont.)
WHO WE ARE (cont.)
WHO WE ARE (cont.)
| | | AGE | | 69 | | TENURE (YEARS) | | 5 | | INDEPENDENT DIRECTOR | | Yes | | COMMITTEES | | ■ Chair, Audit ■ Safety, Operations, and Resource |
WHO WE ARE (cont.)
| Valerie M. Williams | | | DIRECTOR SINCE: 2021 | | | Valerie M. Williams joined the board of directors in January 2021 following Devon’s merger with WPX. Ms. Williams became a member of WPX’s board of directors in 2018. Ms. Williams is a member of the board of directors of Omnicom Group, Inc., a global advertising and public relations firm, where she serves on the audit and finance committees. She is also a member of the board of directors of DTE Energy, an electric and natural gas utility, where she serves as chair of its audit committee and as a member of the corporate governance committee and the public policy and responsibilities committee. Ms. Williams is also a member of the independent board of trustees of Franklin Templeton Funds, where she serves on the audit committee and nominating and governance committee of some of its open-end funds. Ms. Williams began her career with Ernst & Young LLP in 1981 and has over 35 years of audit and public accounting experience serving numerous global companies. Prior to her retirement in 2016, Ms. Williams most recently served as the firm’s assurance managing partner for the southwest region, a position she assumed in 2006. She held several senior leadership positions at Ernst & Young and also served on several strategic committees, including the firm’s partner advisory council, inclusiveness council, audit innovation task force, and the diversity task force. She received a bachelor’s degree from the University of North Texas and a master’s in business administration from the University of Houston. | | | Qualifications Ms. Williams brings to the Board her significant financial reporting expertise developed through 35 years of audit and public accounting experience serving numerous global and multi-location companies, including companies in the energy and technology sectors. She has strong leadership skills and experience with accounting and financial reporting matters at complex organizations. She has been designated an “audit committee financial expert” by Devon’s Board. | Principal occupation or employment: • Former assurance managing partner for the southwest region at Ernst & Young LLP Current public company directorships: • DTE Energy (NYSE: DTE). Serves on the audit committee (chair), corporate governance committee, and public policy and responsibilities committee • Omnicom Group, Inc. (NYSE: OMC). Serves on the audit and finance committees • Franklin Templeton Funds (independent board of trustees). Serves on the audit committee and the nomination and governance committee of certain open-end funds Previous public company directorships held in the past five years: • None Certain other directorships: • Previously served on WPX’s board of directors and its audit committee | | Key Skills and Experience | | | | |
WHO WE ARE (cont.)
WHO WE ARE (cont.)
Director Compensation
Director Compensation Director compensation is reviewed and determined annually by the Board acting upon the recommendation of the Compensation Committee. The Committee periodically obtains data on the director compensation of Devon’s principal competitors and other comparable companies. The Committee also engages an independent consultant (Meridian Compensation Partners, LLC) to supplement such data and provide additional information on director compensation and other compensation-related practices. Meridian is also retained by the Committee to advise on executive compensation. Aside from the foregoing, Meridian performs no other work for Devon. The standard arrangement for compensating our non-management Directors consists of cash and equity awards. Devon employees receive no additional compensation for serving as Directors. Non-management Directors are also eligible to participate in two programs that allow Directors to direct contributions by Devon to charitable organizations subject to the same terms as employees. Devon’s charitable gift program matches contributions (up to $10,000 per year) made to charitable organizations by Directors and employees. In addition, contributions to the Devon Energy Corporation Political Action Committee by Directors and employees are eligible for a matching contribution (up to $5,000 per year) to charitable organizations.
Total Compensation for Non-Management Directors for 20251
| Name | Fees Earned or Paid in Cash ($) | Stock Awards2 ($) | All Other Compensation3 ($) | Total ($) | | Barbara M. Baumann | 100,000 | 230,009 | — | 330,009 | | John E. Bethancourt | 187,500 | 317,525 | 15,000 | 520,025 | | Ann G. Fox | 100,000 | 230,009 | 15,000 | 345,009 | | Gennifer F. Kelly | 102,000 | 230,009 | 10,000 | 342,009 | | Kelt Kindick | 120,000 | 230,009 | 15,000 | 365,009 | | John Krenicki Jr.4 | 43,714 | — | — | 43,714 | | Karl Kurz | 120,209 | 230,009 | 15,000 | 365,218 | | Michael N. Mears | 102,000 | 230,009 | 10,000 | 342,009 | | Robert A. Mosbacher, Jr. | 120,000 | 230,009 | 15,000 | 365,009 | | Brent J. Smolik5 | 25,500 | 154,403 | — | 179,903 | | Valerie M. Williams | 125,000 | 230,009 | — | 355,009 |
Compensation Discussion and Analysis
| 60 | Compensation Process Background | | 60 | Role of the Committee | | 61 | Role of the Compensation Consultant | | 61 | Use of Peer Groups | | 62 | Tally Sheet Review | | 62 | Additional Benefits and Compensation Information | | 62 | Retirement Benefits | | 63 | Other Benefits | | 63 | Post-Termination or Change-in-Control Benefits | | 64 | Stock Ownership Guidelines | | 64 | Compensation Program and Risk-Taking | | 65 | Policy for Recovery of Compensation (Clawback Policy) | | 65 | Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information |
Named Executive Officers
| 1 Dollar amounts shown in thousands. | | 2 The TTDC for Mr. Muncrief in 2024 was comprised of a $1,300,000 annual salary, a 140% annual cash incentive target, and a $10,250,000 LTI target. The TTDC for Mr. Gaspar upon his promotion into the role of President and Chief Executive Officer was comprised of a $1,000,000 annual salary, a 130% annual cash incentive, and a $8,000,000 LTI target. |
Compensation Philosophy and Objectives
■ motivate and reward executives to drive and achieve the Company’s goal of increasing stockholder value; ■ allocate incentives for the achievement of near-term and long-term objectives, in a manner that motivates executives to take measured and appropriate risk; and ■ attract and retain highly trained, experienced, and committed 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 Devon’s executive compensation program are base salary, an annual cash incentive, and long-term incentives (LTI). The Committee generally targets each component, as well as the aggregate of the components, at approximately the 50th percentile of the Company’s peer group. Individual compensation levels may vary from these targets based on performance, expertise, experience, responsibilities, or other factors unique to the individual’s role within the Company. In recognition that 2025 was the first year during which Mr. Gaspar would serve as Devon’s President and CEO, the Committee set his 2025 compensation, specifically his base salary, target annual cash incentive percentage, and LTI grant, well below the 50th percentile of the Company’s
EXECUTIVE COMPENSATION (cont.)
EXECUTIVE COMPENSATION (cont.) peer CEOs. At the time of setting Mr. Gaspar’s 2025 compensation, the Committee indicated its desire to move Mr. Gaspar’s compensation towards the 50th percentile of the Company’s peer group over the next few years. The Committee also provides retirement and other benefits typical for Devon’s peer group.
EXECUTIVE COMPENSATION (cont.)
| Summary of Proxy Advisor and Stockholder Feedback | How Devon is Responding | | Proxy advisors raised concerns that some financial targets used for awarding annual cash incentives were set lower than the prior year’s actual results. When asked about the lower targets, stockholders generally did not express this same concern, noting that the impacts of commodity price volatility can cause goals to fluctuate year-over-year. Several Devon stockholders suggested providing enhanced disclosure about how goals are set to clarify this context. | Devon enhanced its disclosure on goal setting to specifically address the impact of commodity price volatility. This information can be found on page 56. | | Some stockholders indicated a preference for an increased percentage of performance-based LTI in the CEO’s annual grant. | 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%. See page 60 for additional details. | | Regarding the financial goals included in Devon’s performance scorecard, stockholders generally indicated that the categories of measures were appropriate, but encouraged the Company to further analyze prevailing industry practices for scorecard composition. | Devon performed peer research and made adjustments to the goals and their weighting for the 2026 Company performance scorecard. The composition of the 2026 company performance score card is disclosed on page 60. | | Proxy advisors expressed concern about Devon’s practice of determining LTI share awards by dividing the approved grant value by grant date fair market value, citing the potential for a hypothetical windfall. Although stockholders did not express this concern, Devon decided to perform a review of the concern. | Devon reviewed the concern and determined no changes were necessary. The table below demonstrates that the average number of shares granted decreased on average by 38% during the years 2021-2025 compared to the number of shares granted in 2020. In each year, the number of shares granted was based on a fixed proposed grant value and the grant became effective on February 10. |
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. |
Overview of 2025 Pay Decisions
Overview of 2025 Pay Decisions The majority of the Company’s overall executive compensation is delivered through annual cash incentives and LTI awards, each of which correlate with Company performance. The Committee considered incentive compensation for 2025 at two different times. At the January 2025 meeting, the Committee considered 2025 LTI grants and salary increases. At the Committee’s January 2026 meeting, the Committee considered and calculated the earned amounts of 2025 annual cash incentives. As illustrated below, compensation decisions made by the Committee resulted in awards heavily weighted toward TSR and achievement of other 2025 Company performance measures. Approximately 90% of the value of total direct compensation awarded to the President and CEO, and an average of approximately 84% of the value of total direct compensation awarded to the other NEOs, was delivered through annual cash incentives and LTI.
Annual Cash Incentives
Annual Cash Incentives In awarding annual cash incentives, the Committee uses a formula that establishes a target for each NEO based on a percentage of his or her base salary. In establishing targets, the Committee considers industry benchmarks for the relevant officer position as well as the scope of responsibility associated with the position. For 2025, targets for NEOs ranged from 75% to 130% of base salary rate, which is consistent with the range of the company executives of Devon’s peers as set forth on page 62. Annual cash incentive payouts depend on the Company’s performance in relation to the structured and measurable goals approved by the Board at the beginning of the year, as well as the individual executive’s contributions to the achievement of those goals. The goals were selected because they are critical to the Company’s near-term performance, its prospects for sustainable growth in returns, and the creation of long-term value for the Company and its stockholders. The table below provides detail on the Company’s performance on the goals set for 2025. As reflected in the table, the Board assigns a separate weighting to each performance measure to reflect the relative importance of the measure for the year. The Committee aggregates the weighted performance score for each measure to arrive at an overall Company performance score. In setting each measure’s threshold, target, and maximum, the Committee considers the following items. ■ The Company’s performance on similar measures during the prior year, if applicable ■ The Company’s annual operating and capital plan and budget ■ The outlook for commodity prices as indicated by the Strip, a publicly available sequence of monthly commodity contracts for the upcoming year Other relevant measures, including macroeconomic conditions
EXECUTIVE COMPENSATION (cont.)
| 1 The financial results considered by the Committee when determining the annual cash incentives were based on the Company’s best reasonable estimates available at that time. Although the actual results varied from such estimates in certain instances, none of the variances were material in amount or significance. These financial measures are not calculated in accordance with GAAP. Please refer to Appendix A for additional information regarding these financial measures, including reconciliations to their most directly comparable GAAP measure. | | 2 CROCE is a capital returns measure. A reconciliation of this goal to the Company’s financial statements can be found in Appendix A. | | 3 The Company’s “Health and Safety” goal is comprised of (i) SIF (Serious Incident & Fatality) Actual Rate Reduction (90% of total), which included a goal to reduce the SIF Actual Rate from the 2024 outcome, and (ii) Utilization of SIF Learnings, which included a goal to elevate SIF learnings and implement process improvements from the 2024 levels (10% of total). The 2025 target for the Actual Rate Reduction was a reduction from the 2024 outcome to .016 per 200,000 hours worked, which resulted in a score of 100% target score. The Utilization of SIF Learnings, a continuous performance measure, generated a score of 100%. The total score for the “Health and Safety” goal, when sub-measures (i) and (ii) were weighted and combined, was 100%. | | 4 The “Environmental Performance” Goal consisted of (i) Methane Emissions Detection (75% of total), the target for which was a reduction in methane detections intensity from the 2024 actual levels of 7.1% for production and midstream assets. The 2025 outcome was 5.3%, resulting in a score of 200% target score. The Spill Rate Reduction target (25% of total) was a reduction of barrels spilled from the 2024 outcome of 9.72 barrels of liquid spilled. The 2025 outcome was 8.28, resulting in a score of 150% target score. The total score for the “Environmental Performance,” when sub-measures (i) and (ii) were weighted and combined, was 188%. | | 5 Outcomes that fall below the Threshold are scored at 0%; Outcomes between Threshold and Target are scored between 50% and 100%; Outcomes between Target and Maximum are scored between 100% and 200%; and Outcomes that exceed the Maximum are scored at 200%. | | 6 The sum of each measure’s weighted score was 124.05%. The Committee rounded the sum of the weighted scores down to the nearest whole percent, which resulted in the 2025 Company Performance Score of 124%. |
EXECUTIVE COMPENSATION (cont.)
Once the 2025 Company Performance Score was determined, the Committee determined the NEO annual incentive payment amounts as shown below. The process for determining these payments relies on pre-established performance measures and the application of set formulas to arrive at the annual cash incentive payment amounts. However, the Committee maintains the authority to adjust the amount of an executive’s payment within the range of the annual cash incentive pool (0% to 200% of target) based upon individual contributions, market conditions, or other factors. The Committee did not exercise discretion in the determination of 2025 payments to NEOs.
EXECUTIVE COMPENSATION (cont.)
| Executive | 2025 Annual Salary Rate1 | Annual Cash Incentive Target | Company Performance Score | Annual Cash Incentive Payments1 | | Clay M. Gaspar | $1,000.0 | 130% | 124% | $1,612.0 | | Jeffrey L. Ritenour | $735.8 | 90% | | $821.2 | | Dennis C. Cameron | $661.4 | 80% | | $656.1 | | Tana K. Cashion | $482.0 | 80% | | $478.1 | | John D. Raines | $475.0 | 75% | | $441.8 |
Long-Term Incentives
Long-Term Incentives A key element of Devon’s compensation program is to align pay and performance by rewarding executive officers for long-term strategic accomplishments and enhancement of long-term stockholder value through equity-based incentives that vest over an extended period of time. LTI compensation plays an essential role in attracting and retaining executive officers and aligns their interests with the long-term interests of Devon’s stockholders. As shown on page 54, LTI is the largest component of NEOs’ total direct compensation (75% for the CEO and 67% for other NEOs). The following table describes the purpose and structure of the LTI granted to the NEOs at the Committee’s meetings to set 2025 executive compensation:
Restricted Stock Awards (RSAs)
Restricted Stock Awards (RSAs)
Restricted Stock Awards (RSAs)
| Purpose: Awards of RSAs foster long-term stock ownership, strengthen alignment with stockholders, and promote executive retention during the vesting period. | | Additional Details: Devon grants RSAs that vest ratably over four years, 25% on each anniversary of the grant date. |
Performance Share Units (PSUs)
Performance Share Units (PSUs)
Performance Share Units (PSUs)
| Purpose: | | Awards of PSUs encourage executives to make decisions and take actions that promote Company performance and long-term stockholder return. | | Additional Details: ■ Executives may earn between 0% and 200% of the shares underlying the grant based on the Company’s TSR relative to peer companies1 over a three-year performance period (for 2025 grants, January 1, 2025 through December 31, 2027). ■ Payout will be determined as of the end of the performance period. The grid below further details the relationship between relative performance and payout levels. ■ Executives may earn the targeted number of shares (100%) only if the Company’s TSR outperforms that of at least half of peers (6th relative position or higher). ■ Without respect to Devon’s relative TSR position, executives may earn no more than the targeted number of shares (100%) if the Company’s TSR is negative during the performance period. |
PSU Payout Schedule
PSU Payout Schedule
PSU Payout Schedule
| Devon’s Relative TSR Position | 1st | 2nd | 3rd | 4th | 5th | 6th | Median | 7th | 8th | 9th | 10th | 11th | 12th | | % of Target Shares Earned | 200% | 200% | 175% | 150% | 125% | 100% | | 88% | 75% | 63% | 50% | 0% | 0% |
PSU Payout Schedule
| 1 The peer companies and indices used for comparison for the PSU grants were selected in January 2025 at the time the grant was approved. The peers are APA Corporation, ConocoPhillips, Coterra Energy Inc., Diamondback Energy, Inc., EOG Resources, Inc., Expand Energy Corporation, Occidental Petroleum Corporation, Ovintiv Inc., Permian Resources Corporation, the S&P 500 Index, and the SPDR® S&P® Oil & Gas Exploration & Production ETF. |
LTI Granted in 20251
LTI Granted in 20251
LTI Granted in 20251
| Executive | Item2 | Target Performance Share Units3 | Restricted Stock | Total | | Clay M. Gaspar | Share Number | 140,106 | 93,404 | 233,510 | | | Grant Value | $4,800 | $3,200 | $8,000 | | Jeffrey L. Ritenour | Share Number | 66,550 | 44,367 | 110,917 | | | Grant Value | $2,280 | $1,520 | $3,800 | | Dennis C. Cameron | Share Number | 45,535 | 30,357 | 75,892 | | | Grant Value | $1,560 | $1,040 | $2,600 | | Tana K. Cashion | Share Number | 29,773 | 19,849 | 49,622 | | | Grant Value | $1,020 | $680 | $1,700 | | John D. Raines | Share Number | 26,270 | 17,514 | 43,784 | | | Grant Value | $900 | $600 | $1,500 |
LTI Granted in 20251
| 1 Dollar amounts shown in thousands. | | 2 For each NEO, the Committee first determines the total value of LTI to be awarded and then divides the total value between 60% PSUs and 40% RSAs. | | 3 In accordance with applicable accounting requirements, Devon uses a different valuation method in the Summary Compensation Table (a Monte Carlo simulation) for PSUs instead of the valuation specified in this table. The Monte Carlo simulation for PSUs, when valued for purposes of inclusion in the Summary Compensation Table as compensation for 2025, requires Devon to assign a higher value per unit than the closing price of the Company’s stock as of the grant approval date. |
LTI Granted in 20251
Additionally, at its January 2026 meetings, the Committee certified that the Company achieved the ninth highest TSR out of a twelve-company and Index peer group for the three-year period associated with the PSUs granted in February of 2023 with a performance period that ended December 31, 2025. Pursuant to the grant’s applicable terms and conditions, the percent of target shares paid out and deemed vested for each participant was 63%. The Committee considered this the appropriate outcome for a performance period with a TSR of -33.2% (a negative return). The Committee further noted that the PSUs were operating as designed, as evidenced by the cumulative $4.7 million decrease in value, measured by comparing grant value to value at the end of the performance period. Further information about this grant is provided in the “Outstanding Equity Awards at Fiscal Year End” table on page 70.
LTI Granted in 20251
| Executive | 2023 PSU Grant Value1,2 | Value of PSU on Last Day of Performance Period1,3 | $ Difference1 | % Difference | | Clay M. Gaspar | $2,400 | $872 | $1,528 | -64% | | Jeffrey L. Ritenour | $2,160 | $784 | $1,376 | | | Dennis C. Cameron | $1,500 | $545 | $955 | | | Tana K. Cashion | $960 | $349 | $611 | | | John D. Raines | $375 | $136 | $239 | | | Total | $7,395 | $2,686 | $4,709 | |
LTI Granted in 20251
| 1 Dollar amounts shown in thousands. | | 2 The values shown are the grant date closing price, $63.54, multiplied by the target shares granted which were: for Mr. Gaspar, 37,772; for Mr. Ritenour, 33,995; for Mr. Cameron, 23,608; for Ms. Cashion, 15,109: and for Mr. Raines, 5,902. | | 3 The values shown are the performance period end date closing price, $36.63, multiplied by the 63% of target shares earned. |
EXECUTIVE COMPENSATION (cont.)
EXECUTIVE COMPENSATION (cont.) Devon’s PSUs are designed to strengthen pay-for-performance alignment and tie NEO compensation to measurable, multi-year performance. Prior to granting LTI for 2026, the Committee reviewed the outcome of the Company’s PSUs over a ten-year period to determine how payouts correlated with performance and ensure that the PSUs fluctuate appropriately to deliver compensation that is aligned with long-term shareholder value. During the ten-year timeframe, the general design of the grants remained the same with the award outcome being solely based on relative TSR over a three-year period, the number of peers being at least eleven, and the payout being limited by either an overall cap or requirement to pay no more than 100% of target if the Company’s TSR for the performance period is negative. As reflected below, the PSU payouts showed significant variation from grant to grant with an average percent of target paid slightly below 100% of target. The Committee determined the design of the PSUs continued to be appropriate.
EXECUTIVE COMPENSATION (cont.)
| 2026 NEO Compensation | | | For further transparency, Devon’s Board is disclosing changes to certain aspects of its NEO compensation structure. | | | Based on the Board’s review of prevailing industry practices as suggested by stockholders, the Board decided to reorganize the Company performance scorecard used to determine annual cash incentive payments, incorporating four pillars of goals, each with related sub-goals. The pillars and weightings are included below: | | | Measure | Weight | | Financial — Free Cash Flow and Cash Return on Capital Employed | 30% | | Operational — Total Capital, Total Production, Controllable Operating Costs | 30% | | Environmental & Safety | 20% | | Strategic Initiatives | 20% | | In 2026, LTI for Ms. Cashion and Messrs. Ritenour, Cameron, and Raines was again granted in the form of PSUs based on relative TSR (60%) and RSAs (40%). Based upon stockholder feedback, as discussed on page 52, Mr. Gaspar was also granted PSUs based on relative TSR and RSAs, but with 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%. | |
Role of the Compensation Consultant
Role of the Compensation Consultant For 2025, the Committee retained Meridian Compensation Partners, LLC (Compensation Consultant) as its independent compensation consultant. The Compensation Consultant evaluated the competitiveness of the Company’s program and reviewed the executive compensation program design. The Committee has the final authority to hire and terminate the Compensation Consultant, and the Committee annually evaluates the performance of the Compensation Consultant. In selecting its consultant, the Committee considers factors that could affect the Compensation Consultant’s independence, including whether the consultant provides services to the Company other than under its engagement by the Committee, and the other factors set forth in the Committee’s Charter. When reviewing the Compensation Consultant’s independence, the Company also considered the fact that Devon’s business represents only a very small portion of the Compensation Consultant’s overall revenue. Based on this review, the Committee determined that the Compensation Consultant had no conflicts of interest.
Use of Peer Groups
Use of Peer Groups In addition to the use of a peer group for PSU relative performance described on page 58, Devon uses a peer group to compare executive compensation levels, as shown below. To successfully compete for executive talent, the Committee, working with the Compensation Consultant, annually compares the compensation of the executive officers to the compensation of similarly situated executives at peer companies with business operations focused on the exploration and production of oil and gas and compensation practices common to the energy industry. In establishing a peer group, the Committee primarily seeks companies with asset and market values similar to the Company. The Committee also considers enterprise values, calculated as common equity value plus net long-term debt and preferred stock, and certain operational and financial measures indicative of size and scope. Additionally, the Committee considers operational comparability and geographic overlap of the assets of potential peer companies. The Committee believes these criteria are appropriate for determining peers because they provide a reasonable point of reference for comparing executives with similar positions and responsibilities. The Committee typically selects the peer group at their September meeting and uses the data provided by the Compensation Consultant to inform executive compensation decisions made at the Committee meeting held the following January.
EXECUTIVE COMPENSATION (cont.)
| Peer Company | For Decisions Made January 2025 | For Decisions Made January 2026 | | APA Corporation | ● | ● | | ConocoPhillips | ● | ● | | Coterra Energy Inc. | ● | ● | | Diamondback Energy, Inc. | ● | ● | | EOG Resources, Inc. | ● | ● | | EQT Corporation3 | | ● | | Expand Energy Corporation3 | | ● | | Hess Corporation2 | ● | ● | | Marathon Oil Corporation2 | ● | | | Occidental Petroleum Corporation | ● | ● | | Ovintiv, Inc | ● | ● | | Permian Resources Corporation3 | | ● | | Devon Energy Corporation Percentile of Peer Group1 | | | | ● Market Capitalization | 42nd | 33rd | | ● Enterprise Value | 43rd | 37th | | ● Assets | 53rd | 53rd | | ● Revenue | 65th | 73rd |
EXECUTIVE COMPENSATION (cont.)
| 1 As of Devon’s peer selection in September 2024 for use in 2025 and September 2025 for use in 2026, the Market Capitalization and Enterprise Value were calculated at the time of Devon’s peer selection, Assets were calculated from the then-most recent quarterly filing, and Revenue was calculated from the aggregate of the then-most recently disclosed four calendar quarters. | | 2 Marathon Oil Corporation was removed from the peer group between 2025 and 2026 due to their acquisition by Conoco Phillips. While Hess Corporation was also acquired during 2025, the date of their acquisition by Chevron Corporation followed the publication of the 2025 Hess Corporation proxy statement. | | 3 EQT Corporation, larger than Devon on most of the measures listed above, Expand Energy Corporation, similarly sized to Devon on most of the measures listed above, and Permian Resources Corporation, smaller than Devon on most of the measures above, were added to the peer group in September 2025 to provide more executive compensation data points. |
EXECUTIVE COMPENSATION (cont.)
The Committee’s peer group analysis consists of all components of total direct compensation, including base salary, annual cash incentives, and long-term equity incentives. The Compensation Consultant collected and summarized compensation data from the proxy statements of the peer group companies and the Compensation Consultant’s proprietary databases. Additionally, the Compensation Consultant introduced reference points from similarly sized companies in the broader oil and gas industry as well as non-energy industries to bring further context to the Committee’s decision making.
Post-Termination or Change-in-Control Benefits
Post-Termination or Change-in-Control Benefits Devon maintains an employment agreement with Ms. Cashion and Messrs. Gaspar, Ritenour, and Cameron, as well as a severance agreement with Mr. Raines. These agreements do not guarantee continued employment, but they do place certain restrictions on the executives during and after their employment with the Company. Through these agreements, each NEO is provided certain additional compensation if employment is involuntarily terminated other than for “cause” or if the NEO voluntarily terminates employment for “good reason,” as those terms are defined in the relevant agreements. Also, in these situations, the applicable NEO fully vests in any unvested LTI awards subject to certain covenants and agreements and proration as described below. The agreements also provide certain benefits in the event of a termination within a two-year period following a change-in-control. The employment agreements do not include “gross-up” provisions that obligate the Company to pay an additional amount to the NEO if benefits under the agreement or any other Company arrangement are subject to the tax imposed on excess parachute payments by Section 4999 of the Internal Revenue Code. The Company’s award agreements for LTI granted to the Executive Vice Presidents and the CEO provide that officers who meet certain years-of-service and age criteria are eligible to continue to vest as scheduled in outstanding awards following retirement subject to certain covenants and agreements. See page 76 for additional details.
Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information
Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information Devon does not currently grant stock options or option-like equity awards to its employees or directors and therefore does not have a formal practice or policy with respect to the grant of stock options or option-like awards.
Summary Compensation Table
Summary Compensation Table The following table and accompanying footnotes summarize the compensation earned, awarded, paid, or attributed to the NEOs for the years indicated below. The NEOs are the President and Chief Executive Officer, the Chief Financial Officer, three other executive officers of the Company serving as of December 31, 2025, as well as two former executive officers who ceased being executive officers following January 1, 2025 and prior to December 31, 2025. This table should be read together with the Compensation Discussion and Analysis (starting on page 47 of this Proxy Statement), which includes information about Company performance for 2025, the Company’s compensation philosophy and objectives, the programs and plans that underlie executive officer compensation opportunities, and the Committee’s process for awarding compensation.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)1 | Stock Awards ($)2 | Non-Equity Incentive Plan Compensation ($)3 | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)4 | All Other Compensation ($)5 | Total ($) | | Clay M. Gaspar President and Chief Executive Officer | 2025 | 938,125 | 9,633,689 | 1,612,000 | 0 | 382,570 | 12,566,384 | | | 2024 | 703,315 | 4,959,051 | 1,117,900 | 0 | 226,527 | 7,006,793 | | | 2023 | 674,362 | 4,685,973 | 687,100 | 0 | 290,219 | 6,337,654 | | Jeffrey L. Ritenour Executive Vice President and Chief Financial Officer | 2025 | 731,446 | 4,575,989 | 821,200 | 11,829 | 270,781 | 6,411,245 | | | 2024 | 703,315 | 4,596,212 | 1,006,100 | 3,515 | 200,103 | 6,509,245 | | | 2023 | 674,362 | 4,217,399 | 556,600 | 24,719 | 247,109 | 5,720,189 | | Dennis C. Cameron Executive Vice President and General Counsel | 2025 | 655,646 | 3,130,998 | 656,100 | 0 | 235,798 | 4,678,542 | | | 2024 | 620,308 | 3,144,788 | 788,700 | 0 | 189,440 | 4,743,236 | | | 2023 | 584,615 | 2,928,830 | 484,800 | 0 | 207,349 | 4,205,594 | | Tana K. Cashion Executive Vice President Human Resources and Administration | 2025 | 479,846 | 2,047,203 | 478,100 | 51,432 | 191,643 | 3,248,224 | | | 2024 | 465,231 | 2,056,217 | 591,600 | 21,132 | 149,651 | 3,283,831 | | | 2023 | 446,923 | 1,874,443 | 363,600 | 99,550 | 168,151 | 2,952,667 | | John D. Raines Senior Vice President E&P Asset Management | 2025 | 465,984 | 1,806,348 | 441,800 | 806 | 128,179 | 2,843,117 | | Richard E. Muncrief Former President and Chief Executive Officer | 2025 | 400,000 | 0 | 0 | 0 | 457,300 | 857,300 | | | 2024 | 1,292,308 | 12,397,599 | 2,875,600 | 0 | 474,543 | 17,040,050 | | | 2023 | 1,232,846 | 11,421,978 | 1,641,300 | 0 | 587,027 | 14,883,151 | | David G. Harris Former Executive Vice President and Chief Corporate Development Officer | 2025 | 111,567 | 0 | 0 | 0 | 5,296,296 | 5,407,863 | | | 2024 | 701,622 | 4,596,212 | 1,006,100 | 0 | 213,494 | 6,517,428 | | | 2023 | 663,469 | 4,217,399 | 608,400 | 0 | 254,217 | 5,743,485 |
Summary Compensation Table
| 1 At its January 2025 meeting, the Committee increased Mr. Ritenour’s annual base salary rate to $735,800, Mr. Cameron’s annual base salary rate to $661,400, and Ms. Cashion’s annual base salary rate to $482,000. The Committee also increased Mr. Raines’s annual base salary rate to $475,000 in conjunction with his promotion to Senior Vice President E&P Asset Management. These rates took effect on February 8, 2025. Mr. Gaspar’s annual base salary rate of $1,000,000 took effect on March 1, 2025 upon his appointment to President & CEO. | | 2 The dollar amounts reported in this column represent the aggregate grant date fair values of the stock awards, as determined pursuant to FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used to value stock awards are discussed in Note 4 — Share-Based Compensation of the Notes to Consolidated Financial Statements included in the 2025 Form 10-K. For restricted stock awards, values are based on the closing price of the Company’s common stock on the grant date. In valuing the PSU awards, the Company used a Monte Carlo simulation. The grant date fair value of the PSU awards was determined based on the vesting at target of the units awarded, which is the performance the Company believed was probable on the grant date. If a maximum, rather than target, number of shares is used to determine the maximum award opportunity for the NEOs who received grants of 2025 PSU awards, the grant date value of the awards is as follows: Mr. Gaspar, $12,867,335; Mr. Ritenour, $6,111,952; Mr. Cameron, $4,181,934; Ms. Cashion, $2,734,352; and Mr. Raines, $2,412,637. | | 3 This column reflects annual cash incentives awarded to the NEOs. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following Grants of Plan-Based Awards table sets forth information concerning annual cash incentives, restricted stock, and performance share units granted during 2025 for the NEOs as described below. The long-term incentive awards reflected below are the only equity-based incentives granted to the NEOs in the year. Messrs. Muncrief and Harris were not granted equity-based incentives in 2025.
Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | All Other Stock Awards: Number of Shares of Stock or Units (# shares) | Grant Date Fair Value of Stock Awards3 ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (# shares) | Target (# shares) | Maximum (# shares) | | | | Clay M. Gaspar | 1/28/2025 | 650,000 | 1,300,000 | 2,600,000 | — | — | — | — | — | | | 2/10/2025 | — | — | — | — | — | — | 93,404 | 3,200,021 | | | 2/10/2025 | — | — | — | 70,053 | 140,106 | 280,212 | — | 6,433,668 | | Jeffrey L. Ritenour | 1/28/2025 | 331,110 | 662,220 | 1,324,440 | — | — | — | — | — | | | 2/10/2025 | — | — | — | — | — | — | 44,367 | 1,520,013 | | | 2/10/2025 | — | — | — | 33,275 | 66,550 | 133,100 | — | 3,055,976 | | Dennis C. Cameron | 1/28/2025 | 264,560 | 529,120 | 1,058,240 | — | — | — | — | — | | | 2/10/2025 | — | — | — | — | — | — | 30,357 | 1,040,031 | | | 2/10/2025 | — | — | — | 22,767 | 45,535 | 91,070 | — | 2,090,967 | | Tana K. Cashion | 1/28/2025 | 192,800 | 385,600 | 771,200 | — | — | — | — | — | | | 2/10/2025 | — | — | — | — | — | — | 19,849 | 680,027 | | | 2/10/2025 | — | — | — | 14,886 | 29,773 | 59,546 | — | 1,367,176 | | John D. Raines | 1/28/2025 | 178,125 | 356,250 | 712,500 | — | — | — | — | — | | | 2/10/2025 | — | — | — | — | — | — | 17,514 | 600,030 | | | 2/10/2025 | — | — | — | 13,135 | 26,270 | 52,540 | — | 1,206,318 |
Grants of Plan-Based Awards
| 1 The evaluation of the Company’s preset performance scorecard goals for the year may result in an annual cash incentive payment of zero. The amounts shown in the columns reflect a range of possible payouts for the annual cash incentives made on the dates indicated; “Threshold ($)” assumes achievement of Threshold results on each scorecard measure used to evaluate 2025 Company performance and “Maximum ($)” assumes achievement of Maximum results on each scorecard measure used to evaluate 2025 Company performance. Performance related to these awards was determined by the Committee following the end of the year and amounts were paid shortly thereafter. The awards were earned and paid at 124% of target levels; actual payouts under these awards are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Please refer to “Annual Cash Incentives” on page 55 for more information about 2025 goal establishment, evaluation, and determination of actual payments to executives. | | 2 The evaluation of the Company’s performance for the period may result in a payout of zero shares. The amounts in the “Threshold,” “Target,” and “Maximum” columns reflect the range and midpoint of possible payouts for the PSU awards made on the dates indicated. All awards were made under the 2022 Long-Term Incentive Plan (as amended and restated effective November 19, 2025, the “2022 LTIP”). The amounts reported for the table’s rightmost column represent the aggregate grant date fair values of the PSUs determined pursuant to FASB ASC Topic 718, excluding the effect of estimated forfeitures. The grant date fair value of the PSU awards was determined based on the vesting at target of the units awarded, which is the performance the Company believed was probable on the grant date. For more information, please see the discussion of “Long-Term Incentives” starting on page 58 of this Proxy Statement. Dividends on the awards are not paid until shares vest. As of December 31, 2025, the awards reflected in this table were trending at 150% of target payout. | | 3 The amounts reported in the table’s rightmost column reflect the accounting grant date value of the RSA and PSU awards made on the date indicated. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table shows the outstanding equity awards held by the NEOs as of December 31, 2025, which consisted solely of outstanding RSA and PSU awards.
Outstanding Equity Awards at Fiscal Year End
| | Stock Awards | | | | | | | | Equity Incentive Plan Awards: | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)1 | Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)1 | | Clay M. Gaspar | 7,2772 | 266,557 | | | | | 23,7963 | 871,647 | | | | | 12,5914 | 461,208 | | | | | 29,1206 | 1,066,666 | 43,6795 | 1,599,962 | | | 93,4048 | 3,421,389 | 210,1597 | 7,698,124 | | Jeffrey L. Ritenour | 6,1282 | 224,469 | | | | | 21,4163 | 784,468 | | | | | 11,3324 | 415,091 | | | | | 26,9896 | 988,607 | 40,4835 | 1,482,892 | | | 44,3678 | 1,625,163 | 99,8257 | 3,656,590 | | Dennis C. Cameron | 3,8302 | 140,293 | | | | | 14,8733 | 544,798 | | | | | 7,8704 | 288,278 | | | | | 18,4676 | 676,446 | 27,6995 | 1,014,614 | | | 30,3578 | 1,111,977 | 68,3027 | 2,501,902 | | Tana K. Cashion | 3,0642 | 112,234 | | | | | 9,5183 | 348,644 | | | | | 5,0374 | 184,505 | | | | | 12,0756 | 442,307 | 18,1115 | 663,406 | | | 19,8498 | 727,069 | 44,6597 | 1,635,859 | | John D. Raines | 1,9152 | 70,146 | | | | | 3,7183 | 136,190 | | | | | 2,9514 | 108,095 | | | | | 6,6596 | 243,919 | 6,6585 | 243,883 | | | 17,5148 | 641,538 | 39,4057 | 1,443,405 | | Richard E. Muncrief | 16,7572 | 613,809 | | | | | 58,0023 | 2,124,613 | | | | | 30,6904 | 1,124,175 | | | | | 72,7996 | 2,666,627 | 109,1975 | 3,999,886 | | David G. Harris | 21,4163 | 784,468 | 40,4835 | 1,482,892 |
Outstanding Equity Awards at Fiscal Year End
| 1 Based on a stock price of $36.63, the last closing price of Devon’s common stock in 2025. | | 2 The rows reflect RSAs granted in 2022. With each grant, 25% of the shares vest (or vested) on each anniversary of the grant date (i.e., on February 10, 2023, February 10, 2024, February 10, 2025, and February 10, 2026). | | 3 For PSUs granted in 2023, the number of shares listed is based on the trending level of performance as of December 31, 2025 (63%) for the three-year period from January 1, 2023 to December 31, 2025. At its January 2026 meeting, the Committee determined that the Company’s TSR for such period ranked 9th in the 12-member peer group. Pursuant to terms of the grant, 63% of each executive’s target shares were determined by the Committee to be earned and the shares were subsequently released to each executive. The PSUs reflected in those rows are shown in the same column as the Company’s time-based RSAs due to the fact that they were no longer subject to a performance measure following December 31, 2025. | | 4 The rows reflect RSAs granted in 2023. With each grant, 25% of the shares vest (or vested) on each anniversary of the grant date (i.e., on February 10, 2024, February 10, 2025, February 10, 2026, and February 10, 2027). |
Option Exercises and Stock Vested During 2025
Option Exercises and Stock Vested During 2025 The table below shows the number of shares of Devon’s common stock acquired during 2025 upon the vesting of stock awards which were granted to the NEOs in previous years. No NEOs were granted or had stock options outstanding in 2025.
Option Exercises and Stock Vested During 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)1 | | Clay M. Gaspar | 75,285 | 2,579,264 | | Jeffrey L. Ritenour | 61,038 | 2,091,162 | | Dennis C. Cameron | 38,758 | 1,327,849 | | Tana K. Cashion | 28,970 | 992,512 | | John D. Raines | 19,322 | 634,858 | | Richard E. Muncrief | 176,118 | 6,033,803 | | David G. Harris | 105,487 | 3,685,992 |
Option Exercises and Stock Vested During 2025
| 1 The dollar amounts shown in this column are determined by multiplying the number of shares of common stock acquired upon vesting by the closing per-share market price of Devon’s common stock on the vesting date. |
Pension Benefits
Pension Benefits Devon maintains a tax qualified defined benefit retirement plan and related trust for certain employees (Defined Benefit Plan). Accruals under this plan were frozen as of December 31, 2020. Ms. Cashion and Messrs. Ritenour and Raines are the only NEOs with benefits under this plan. The following table shows the estimated present value, as of December 31, 2025, of accumulated retirement benefits as provided to NEOs under the Defined Benefit Plan. Please refer to the discussion titled “Benefit Plans” below for additional details.
Pension Benefits
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)1 | Payments During Last Fiscal Year ($) | | Jeffrey L. Ritenour | Defined Benefit Plan | 7 | 187,045 | 0 | | Tana K. Cashion | Defined Benefit Plan | 16 | 860,498 | 0 | | John D. Raines | Defined Benefit Plan | 3 | 10,571 | 0 |
Pension Benefits
| 1 The present value of each NEO’s accumulated benefits as of December 31, 2025 under the Defined Benefit Plan is calculated assuming 10% of participants would elect a single life annuity, 50% of participants would elect a lump sum, and 40% would elect a 100% joint and survivor annuity. The calculations assume that each NEO would begin receiving payments at normal retirement age (age 65) or when eligible for unreduced benefits, if earlier, and would be vested in those payments. The present value is calculated using the Pri-2012 mortality table with MP-2021 improvement scale, and a discount rate of 5.13% for the Defined Benefit Plan. |
Nonqualified Deferred Compensation1
Nonqualified Deferred Compensation1 The following table shows the contributions, earnings, distributions, and balances for 2025 under Devon’s nonqualified deferred compensation plan and supplemental contribution restoration plans, to the extent the respective NEO participates in such plans. Additional information regarding each plan is provided following the table.
Nonqualified Deferred Compensation1
| Name | Executive Contributions in Last Fiscal Year ($)1 | Company Contributions for Last Fiscal Year ($)2 | Aggregate Earnings in Last Fiscal Year ($)3,4 | Aggregate Distributions in Last Fiscal Year ($)5 | Aggregate Balance at Last Fiscal Year End ($)3,6 | | Clay M. Gaspar Deferred Compensation Plan Supplemental Contribution Restoration Plans (SCRPs) WPX Deferred Compensation Plan WPX Restoration Plan | 123,362 | 102,361 | 174,250 | 0 | 1,125,094 | | | N/A | 138,982 | 70,980 | 0 | 611,381 | | | N/A | N/A | 273,833 | 0 | 1,915,061 | | | N/A | N/A | 156,332 | 0 | 1,005,632 | | Jeffrey L. Ritenour Deferred Compensation Plan Supplemental Contribution Restoration Plans (SCRPs) | 402,440 | 83,253 | 325,553 | (2,956) | 2,340,272 | | | N/A | 113,504 | 92,418 | 0 | 654,701 | | Dennis C. Cameron Deferred Compensation Plan Supplemental Contribution Restoration Plans (SCRPs) WPX Deferred Compensation Plan WPX Restoration Plan | 86,661 | 65,661 | 66,791 | 0 | 660,033 | | | N/A | 90,048 | 38,058 | 0 | 383,354 | | | N/A | N/A | 27,899 | 0 | 416,917 | | | N/A | N/A | 48,044 | 0 | 547,368 | | Tana K. Cashion Deferred Compensation Plan Supplemental Contribution Restoration Plans (SCRPs) | 58,371 | 43,287 | 53,440 | 0 | 435,784 | | | N/A | 60,216 | 35,801 | 0 | 285,424 | | John D. Raines Deferred Compensation Plan Supplemental Contribution Restoration Plans (SCRPs) | 174,572 | 26,489 | 164,931 | 0 | 1,213,071 | | | N/A | 37,819 | 33,764 | 0 | 233,804 | | Richard E. Muncrief Deferred Compensation Plan Supplemental Contribution Restoration Plans (SCRPs) WPX Deferred Compensation Plan WPX Restoration Plan | 575,120 | 169,998 | 280,299 | (4,115,933) | 0 | | | N/A | 229,163 | 133,417 | (1,269,669) | 0 | | | N/A | N/A | 215,465 | (5,321,483) | 0 | | | N/A | N/A | 48,941 | (1,411,917) | 0 | | David G. Harris Deferred Compensation Plan Supplemental Contribution Restoration Plans (SCRPs) | 67,060 | 0 | 76,701 | (815,976) | 0 | | | N/A | 0 | 42,940 | (470,081) | 0 |
Nonqualified Deferred Compensation1
| “N/A” indicates the plan does not permit the participant or, as applicable, the Company to make contributions. | | 1 The amounts in this column are already included in, and are not in addition to, the amounts in the “Salary” or “Non-Equity Incentive Plan Compensation” columns in the Summary Compensation Table on page 67. | | 2 The amounts in this column are already included in, and are not in addition to, the amounts in the “All Other Compensation” column of the Summary Compensation Table on page 67. Company contributions are made in arrears during the first month following the fiscal quarter during which the contributions were earned. Company contributions earned by the NEOs during 2025 were deposited in April, July, and October 2025 and January 2026. | | 3 Messrs. Muncrief, Gaspar, and Cameron participate in the WPX Deferred Compensation Plan and the WPX Restoration Plan. No new contributions may be made to these plans after December 31, 2021. |
Nonqualified Deferred Compensation Plan
Nonqualified Deferred Compensation Plan The Nonqualified Deferred Compensation Plan is designed to allow each participating employee, including the NEOs, to contribute up to 70% of his or her base salary and up to 100% of his or her annual cash incentive and receive a Company match beyond the contribution limits prescribed by the Internal Revenue Service with regard to Devon’s 401(k) Plan. The Nonqualified Deferred Compensation Plan provides executives a tax-effective means to defer a portion of their cash compensation at a minimal cost to the Company. Unless otherwise distributed in accordance with the terms of a scheduled in-service withdrawal, a participant’s account is payable upon the earliest to occur of a change-in-control event or the participant’s separation from service, disability, or death. Payment will be made in the form of a single lump sum unless the participant elects installment payments. In the case of a change-in-control event or death, distribution will be made within ninety days. If the participant experiences a separation from service, distribution will be made within ninety days unless the participant is a specified employee under section 409A of the Internal Revenue Code, in which case payment will be delayed for six months. A participant may elect to schedule an in-service withdrawal at least two years after the plan year in which deferrals were made in the form of a lump sum or quarterly installment payments over a period of one or more years. Payment will be made (or commence in the case of installments) within thirty days of the first business day of January in the year elected. However, in the event of death, disability, the occurrence of a change-in-control event or separation from service, payment of the participant’s account is determined without regard to any scheduled in-service withdrawal, which will be cancelled. Investments under the plan mirror those provided to participants under the Company’s 401(k) Plan. Participants are always fully vested in any deferrals made to the plan; vesting of employer contributions follows the four-year graded vesting schedule under the Company’s 401(k) Plan. Vesting is accelerated due to death, disability, retirement, or attainment of normal retirement age (all as defined under the Company’s 401(k) Plan). The WPX Deferred Compensation plan operated on substantially the same terms as the Devon plan prior to the 2021 merger of WPX Energy, Inc. and Devon. In 2021, the year of the merger, contributions to the WPX plan ceased and NEO participants became participants in the Devon plan.
Potential Payments Upon Termination or Change-In-Control
Potential Payments Upon Termination or Change-In-Control Devon will be obligated to make certain payments to the NEOs or potentially accelerate the vesting of their equity awards and retirement benefits upon termination of their employment or upon a change-in-control of the Company pursuant to the following plans or agreements: ■ an “Employment Agreement” is applicable to the President and CEO and each of the EVPs, and a “Severance Agreement” is applicable to the Senior Vice President, ■ the Defined Benefit Plan, ■ the 401(k) Plan, ■ the SCRPs, ■ the Nonqualified Deferred Compensation Plan, and ■ the Company’s Long-Term Incentive Plans (the Devon Energy Corporation 2017 Long-Term Incentive Plan, as amended (the “2017 LTIP”), the 2022 LTIP, and the WPX Plan). Please refer to the discussion in the sections immediately above for information about each of the applicable pension plans and nonqualified deferred compensation plans that the NEOs participate in and may be eligible to receive benefits from in the event of a termination of employment or a change-in-control. As specified below, the Employment Agreement and Severance Agreement with Devon’s NEOs provide the following rights to compensation in the event of employment termination.
Accrued Payments Upon Termination of Employment
Accrued Payments Upon Termination of Employment Upon termination under the agreements, the NEO is entitled to receive the accrued amounts earned during his or her term of employment, including: (i) any earned but unpaid salary through the date of termination, (ii) the annual cash incentive payment only if the NEO has been employed the entire year upon which such incentive is based, and (iii) amounts he or she is otherwise entitled to under Devon’s employee benefit plans (together, the Accrued Amounts).
Potential Payments Upon Termination Or Change-In-Control1
Potential Payments Upon Termination Or Change-In-Control1
CEO Pay Ratio
CEO Pay Ratio Section 953(B) of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires certain public companies to disclose the median pay of Company employees, the method of determining median employee pay (the median of the total annual compensation of all employees other than the CEO), and the ratio of CEO pay to median employee pay. Devon’s employees, which are all located in the U.S., are included in the calculation of median pay based on Devon’s employee population as of December 31, 2025. For CEO pay, Devon used the amount for 2025 reflected in the Summary Compensation Table for the Company’s CEO for the majority of 2025 (Clay M. Gaspar), which includes LTI granted in the year. In determining the median pay of employees, Devon at year end selected the median-paid employee by aggregating base pay, annual cash incentive, and LTI for the year. Once the median-paid employee was determined, the remaining compensation elements, such as Company retirement arrangement contributions, were added to the total in order to compare the same elements of compensation that are reflected for the current CEO within the Summary Compensation Table. Based on this methodology, CEO pay is $12.6 million, median employee pay is $189.7 thousand, and the ratio is 66:1.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure As required by Item 402(v) of Regulation S-K, Devon is providing the following information regarding the relationship between executive compensation and its financial performance for each of the last five completed calendar years. “Compensation actually paid” includes payments made to executives during the applicable year such as salary, annual cash incentive, and various benefits. The SEC’s valuation methods for this section emphasize the changes in fair value of equity awards under applicable financial accounting standards, and as such, references to “compensation actually paid” below reflects the change in equity award values on the applicable calculation dates and does not necessarily reflect what Devon’s NEOs received year-to-year by grant, vesting, or exercise. The three PvP tables below, along with three PvP charts and their respective footnotes, are Devon’s disclosure under the applicable regulation.
PvP Table 1: Named Executive Officer “Compensation Actually Paid”1,10
PvP Table 1: Named Executive Officer “Compensation Actually Paid”1,10
PvP Table 1: Named Executive Officer “Compensation Actually Paid”1,10
| Year | SCT Total Compensation for CEO2,4 | Compensation Actually Paid to CEO3,4 | Average SCT Total Compensation for Other NEOs3,5 | Average Compensation Actually Paid to Other NEOs3 | Value of a $100 Investment in Devon Based on Cumulative TSR6,10 | Value of a $100 Investment in the Peer Group Based on Cumulative TSR6,7,10 | Post-Tax Net Income8,10 | CROCE9,10 | | 2025-Gaspar | $12,566 | $13,660 | $4,518 | $4,837 | $292 | $242 | $2.642B | 31% | | 2025-Muncrief | $857 | $1,247 | | | | | | | | 2024 | $17,040 | $6,709 | $6,194 | $2,599 | $163 | $157 | $2.893B | 36% | | 2023 | $14,883 | $814 | $5,502 | $1,204 | $226 | $152 | $3.739B | 42% | | 2022 | $14,525 | $41,216 | $5,374 | $12,292 | $285 | $143 | $6.031B | 62% | | 2021-Muncrief | $11,915 | $48,059 | $4,596 | $15,151 | $191 | $121 | $2.808B | 39% | | 2021-Hager | $3,391 | $32,289 | | | | | | |
PvP Table 1: Named Executive Officer “Compensation Actually Paid”1,10
| 1 Dollar amounts are shown in thousands, except where otherwise indicated. References to Devon’s CEO are also references to its principal executive officer (PEO) for purposes of this section. |
EXECUTIVE COMPENSATION (cont.)
| 2 “SCT Total” is the Summary Compensation Table’s total for the applicable year. | | 3 The calculation for “Compensation Actually Paid” is shown in “PvP Table 3”. | | 4 The CEO for each year is as follows: | | 2025: Clay M. Gaspar, from March 1st to the end of the year; Richard E. Muncrief, from January 1st to February 28th. After February 28th, Mr. Muncrief assumed the position of Special Advisor until his retirement in April 2025. 2024, 2023, 2022: Richard E. Muncrief. 2021: Richard E. Muncrief, from January 7th to the end of the year; David A. Hager, from January 1st to 6th. After January 6th, Mr. Hager assumed the position of Executive Chair of the Board of Directors until his retirement in early 2023. | | 5 The other NEOs for each year are as follows: 2025: Dennis C. Cameron, Tana K. Cashion, David G. Harris, John D. Raines, and Jeffrey L. Ritenour. 2024, 2023, 2022: Dennis C. Cameron, Clay M. Gaspar, David G. Harris, and Jeffrey L. Ritenour. 2021: Tana K. Cashion, Clay M. Gaspar, David G. Harris, Jeffrey L. Ritenour, and Lyndon C. Taylor. | | 6 “TSR” is Total Shareholder Return including reinvested dividends. It is a measure of finance performance indicating the growth or decline in an investment’s value over a specified period. For 2025, the “Cumulative TSR” is measured from the last trading day of 2020 to the last day of 2025; for 2024, “Cumulative TSR” is measured from the last trading day of 2019 to the last day of 2024; for 2023, “Cumulative TSR” is measured from the last trading day of 2019 to the last trading day of 2023; for 2022, the range is the last trading day of 2019 to the last trading day of 2022; and for 2021, the range is the last trading day of 2019 to the last trading day of 2021. For Devon, Cumulative TSR for 2025, 2024, 2023, 2022, and 2021 was: 192%, 63%, 126%, 185%, and 91%, respectively. For the Peer Group, Cumulative TSR was 142%, 57%, 52%, 43%, and 21% for the same periods. | | 7 The peer group for 2025, 2024, 2023, and 2022 was the SPDR S&P Oil & Gas Exploration & Production ETF (Symbol: XOP). The 2021 peer group was comprised of APA Corporation, ConocoPhillips, Continental Resources, Diamondback Energy, Inc., EOG Resources, Inc., Marathon Oil Corporation, Ovintiv, Inc., Pioneer Natural Resources Company, and the S&P Midcap 400 Index. Cimarex Energy Co. is excluded from this Cumulative TSR calculation due to its subsequent acquisition, and the S&P Midcap 400 is excluded due to incomparability on a market capitalized basis. | | 8 Post-Tax Net Income is disclosed in the Comprehensive Statements of Consolidated Earnings of the 2025 Form 10-K as “Comprehensive earnings (loss) attributable to Devon.” | | 9 Cash Return on Capital Employed (CROCE) is an important financial measure used by the Company to link “compensation actually paid” to Company performance because of the importance of capital efficiency to successful operations in the oil and gas exploration and production industry. In Devon’s annual performance scorecard published in the “Annual Cash Incentives” section of this and prior Proxy Statements, CROCE was weighted as the joint-highest measure of performance on preset annual goals. The Company’s other important financial measures used to link “compensation actually paid” to Company performance are used to calculate Devon’s annual cash incentive and can be found on page 57. | | 10 The PvP Charts below illustrate the relationship between various performance measures and “Compensation Actually Paid.” |
PvP Table 2: Other Measures Important in Linking Performance to “Compensation Actually Paid”
PvP Table 2: Other Measures Important in Linking Performance to “Compensation Actually Paid”
PvP Table 2: Other Measures Important in Linking Performance to “Compensation Actually Paid”
| Other Important Measures1 | | | | | | Free Cash Flow (FCF) | Health & Safety | Environmental Performance | Total Oil & Gas Production | Total Capital Expenditures |
PvP Table 2: Other Measures Important in Linking Performance to “Compensation Actually Paid”
| 1 These are the measures, in addition to CROCE, used to determine 2025 NEO annual cash incentive payments. For more information on performance, see section “Annual Cash Incentives” in this Proxy Statement and similar disclosures in prior Proxy Statements. |
PvP Table 3: Converting Summary Compensation Table Total to “Compensation Actually Paid”1,2,3
PvP Table 3: Converting Summary Compensation Table Total to “Compensation Actually Paid”1,2,3
PvP Table 3: Converting Summary Compensation Table Total to “Compensation Actually Paid”1,2,3
| | | | Subtract (-) | Subtract (-) | Add (+) | Add (+) | Equals (=) | | Year | Executive | SCT Total Compensation | Fair Value of Stock-Based Awards Granted During the Year | Change in Pension Value for the Year | The Change in the Fair Value from Start to End of the Year for All Stock Awards Outstanding4 | Pension Service Cost and Cost of Additional Pension Benefits Due to Plan Amendment | “Compensation Actually Paid” | | 2025 | CEO-Gaspar | $12,566 | $9,634 | $0 | $10,728 | $0 | $13,660 | | | CEO-Muncrief | $857 | $0 | $0 | $390 | $0 | $1,247 | | | Other NEO Average | $4,518 | $2,312 | $13 | $2,644 | $0 | $4,837 | | 2024 | CEO | $17,040 | $12,398 | $0 | $2,067 | $0 | $6,709 | | | Other NEO Average | $6,194 | $4,324 | $1 | $730 | $0 | $2,599 | | 2023 | CEO | $14,883 | $11,422 | $0 | $(2,647) | $0 | $814 | | | Other NEO Average | $5,502 | $4,012 | $6 | $(279) | $0 | $1,204 | | 2022 | CEO | $14,525 | $10,405 | $0 | $37,096 | $0 | $41,216 | | | Other NEO Average | $5,374 | $3,717 | $0 | $10,635 | $0 | $12,292 | | 2021 | CEO-Muncrief | $11,915 | $8,311 | $0 | $44,455 | $0 | $48,059 | | | CEO-Hager | $3,391 | $712 | $0 | $29,610 | $0 | $32,289 | | | Other NEO Average | $4,596 | $1,881 | $0 | $12,436 | $0 | $15,151 |
PvP Table 3: Converting Summary Compensation Table Total to “Compensation Actually Paid”1,2,3
| 1 Dollar amounts are shown in thousands, except where otherwise indicated. Amounts in parentheses are negative. References to Devon’s CEO are also references to its PEO for purposes of this section. | | 2 The CEO for each year is as follows: | | 2025: Clay M. Gaspar, from March 1st to the end of the year; Richard E. Muncrief, from January 1st to February 28th. After February 28th, Mr. Muncrief assumed the position of Special Advisor until his retirement in April 2025. 2024, 2023, 2022: Richard E. Muncrief. 2021: Richard E. Muncrief, from January 7th to the end of the year; David A. Hager, from January 1st to 6th. After January 6th, Mr. Hager assumed the position of Executive Chair of the Board of Directors until his retirement in early 2023. | | 3 The other NEOs for each year are as follows: | | 2025: Dennis C. Cameron, Tana K. Cashion, David G. Harris, John D. Raines, and Jeffrey L. Ritenour. 2024, 2023, 2022: Dennis C. Cameron, Clay M. Gaspar, David G. Harris, and Jeffrey L. Ritenour. 2021: Tana K. Cashion, Clay M. Gaspar, David G. Harris, Jeffrey L. Ritenour, and Lyndon C. Taylor. | | 4 The process for determining the change in fair value under applicable financial accounting standards for stock-based compensation for this exhibit is substantially similar to that used for determining accounting value at the time of grant. For RSAs, the fair value is determined by multiplying the Fair Market Value of the underlying stock by the number of shares granted. For the interim calculations in this table, the product of the shares outstanding multiplied by the stock price at the beginning of the year (or at grant) is subtracted from the same calculation at the end of the year (or at vest). To determine grant value of PSUs, a Monte-Carlo simulation assimilating 10,000 potential outcomes is used. The Monte-Carlo simulation was rerun at the beginning and end of the year covered by this disclosure to create the interim valuations required. The table below reconciles the change in fair value of outstanding stock-based compensation awards for the period covered by this disclosure; amounts are shown in thousands. No awards were forfeited by NEOs during this period. Dividend equivalents earned on grants are included in the fair value of the awards and no other payments were made. |
PvP Charts: Relationship Between Performance Measures and “Compensation Actually Paid”
PvP Charts: Relationship Between Performance Measures and “Compensation Actually Paid” The following charts illustrate the relationship between “Compensation Actually Paid” and performance on the measures identified in PvP Table 1 above.