DEF 14A of Ovintiv Inc., Mar 20, 2025

DEF 14A of Ovintiv Inc.

Filed Mar 20, 2025 · FY20240001193125-25-058956

Open on EDGAR

  1. Item 1. Election of Directors

    Item 1. Election of Directors The Board of Ovintiv has nominated the following individuals for election as directors. Please refer to page 14 in this Proxy Statement for important information about the qualifications and experience of each of the following director nominees. Each director nominee has consented to being named in this Proxy Statement and has agreed to serve if elected.

  2. Item 1. Election of Directors

    | Peter A. Dea Age: 71 Colorado Independent Director Since 2010 Chairman Since 2020 | Sippy Chhina Age: 58 Alberta Independent Director Since 2024 Committees: Audit and Reserves | Meg A. Gentle Age: 50 Texas Independent Director Since 2020 Committees: Audit and HRC | Ralph Izzo Age: 67 New Jersey Independent Director Since 2022 Committees: CRG and EH&S |

  3. Item 1. Election of Directors

    | Terri G. King Age: 63 Texas Independent Director Since 2025 Committees: EH&S and Reserves | Howard J. Mayson Age: 72 Colorado Independent Director Since 2014 Committees: Reserves (Chair) and HRC | Brendan M. McCracken Age: 49 Colorado Non-Independent Director Since 2021 | Steven W. Nance Age: 68 Texas Independent Director Since 2019 Committees: EH&S (Chair) and Reserves |

  4. Item 1. Election of Directors

    | George L. Pita Age: 63 Florida Independent Director Since 2021 Committees: Audit (Chair) and Reserves | Thomas G. Ricks Age: 71 Texas Independent Director Since 2019 Committees: HRC (Chair) and CRG | Brian G. Shaw Age: 71 Ontario Independent Director Since 2013 Committees: Audit and EH&S |

  5. Item 1. Election of Directors

    The Board recommends that you vote FOR the election of each of our eleven nominees to serve as directors of the Company until the earlier of (i) Ovintiv’s 2026 Annual Meeting of Shareholders; (ii) in each case, their successor is duly elected and qualified; or (iii) in each case, their death, resignation or removal.

  6. Item 1. Election of Directors

    | Ovintiv Inc. | 2025 Proxy Statement | 9 |

  7. Item 1: Election of Directors: The Board recommends you vote FOR each director nominee

    Item 1: Election of Directors: The Board recommends you vote FOR each director nominee Our Board has a breadth of experience and a wide range of complementary skills that reflects a wide breadth of perspectives and backgrounds relevant to our industry and strategy. We believe this diverse range of key skills and experiences provide effective oversight of the Company and create long-term sustainable growth for our Company through successful execution of the Company’s strategic plan. All nominees are currently serving as directors and, with the exception of Ms. King, were elected to the Board at the 2024 Annual Meeting of Shareholders. Ms. Nimocks will not stand for re-election at the Meeting. Therefore, the Board has set the size of the Board at 11 effective as of the date of the Meeting. Below presents a snapshot of the eleven nominees for election to the Board.

  8. Item 1: Election of Directors: The Board recommends you vote FOR each director nominee

    | TENURE | Board Refreshment | Three new members have been added to the Board in the past three years, all of which are independent. The Board contains a mixture of both experienced directors and newer members. | | AGE INDEPENDENCE | How We Build an Effective Board While identifying potential Board members, the Corporate Responsibility and Governance (“CRG”) Committee takes into consideration a variety of factors including professional background, leadership, corporate governance experience, past industry experiences, and personal background. Other important considerations include leadership style, judgment and demonstrated strategic thinking. The CRG Committee balances these considerations against its ongoing assessment of our existing directors’ skills, experiences, and characteristics. The CRG Committee and our Board recognize the value of bringing a wide range of perspectives to the work of overseeing the risks and strategic direction of our Company. The CRG Committee continually assesses the Board and the skill sets, experiences and characteristics represented by the directors to ensure alignment with the Company’s strategic objectives and evolving needs and expectations. Our directors bring a broad range of backgrounds to the Board, with more than half of independent directors coming from industries outside of exploration and production (“E&P”). Ovintiv is fortunate to have a Board that balances institutional knowledge and fresh perspectives. The CRG Committee believes that the Board should be continually refreshed to introduce new ideas and skill sets that contribute to enhanced Board decision-making and position the Company to effectively adapt to evolving market conditions. In 2020, the CRG Committee reinforced a multi-year strategic Board refreshment process to review Board composition, assess key skill sets and future requirements aligned with the Company’s strategic plan, ensure the governance processes around renewal were robust and assist with the identification of future qualified director candidates. This led to the addition of Ralph Izzo in September 2022, Sippy Chhina in January of 2024, and Terri King in January of 2025. Our recent Board additions bring a depth of experience from both inside and outside of the traditional E&P space. Our Board’s thorough director orientation and continuing education process complement this refreshment process. The CRG Committee has a process to ensure qualified nominees recommended by shareholders will receive timely consideration. The CRG Committee will consider nominees recommended by shareholders, and its process for doing so is no different than its process for screening and evaluating candidates suggested by directors, management of the Company or third parties. Please see “Shareholder Proposals and Director Nominations” on page 108 of this Proxy Statement for more details. | |

  9. Item 1: Election of Directors: The Board recommends you vote FOR each director nominee

    | Ovintiv Inc. | 2025 Proxy Statement | 13 |

  10. Board Skills Matrix

    Board Skills Matrix The skills and expertise of an effective Board need to align with the strategic priorities of Ovintiv. The below skills matrix is tested and assessed regularly and evolves with the needs of the organization. As shown below, each director nominee brings a balance of perspectives.

  11. Board Skills Matrix

    | | | Dea | | Gentle | | King | | McCracken | | Pita | | Shaw | | | | | | | | | | | | | | | | Skills and Expertise | | | Chhina | | Izzo | | Mayson | | Nance | | Ricks | | | | Accounting and Finance: Experience with financial services or complex financial transactions, including both debt and equity. | | ✓ | ✓ | ✓ | | | | ✓ | ✓ | ✓ | ✓ | | | Environment & Safety: Environmental & Safety experience to identify and adapt to strategic and emerging issues necessary to support long-term value creation and ensure the business remains responsible and durable in the long-term. | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | | Financial Reporting: Audit committee financial expert as defined by the U.S. Securities and Exchange Commission. | | ✓ | ✓ | | | | | | ✓ | ✓ | | | | Governance/Public Company Board Experience: Governance experience gained through board service or experience as a public company executive. | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Human Capital Management: Expertise in compensation design and oversight of social issues, including diversity and inclusion. | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | | Industry: Industry experience that provides valuable perspectives on issues specific to the energy sector as well as managing the operations of the complex E&P business. | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | | | Public Policy and Government Relations: Experience in government relations, public policy or regulatory matters. | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | | | ✓ | | | Reserves: Experience reviewing externally disclosed natural gas and oil reserves and resources data. | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | | Risk Management: Experience identifying, managing and mitigating corporate risks including cybersecurity. | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Technology & Innovation: Experience identifying and capturing new technological advances applicable to our business. | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | | | CEO/Sr. Officer Experience: Experience working as a CEO or Senior Executive of a public company. | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Background | | | | | | | | | | | | | | Tenure | | 15 | 1 | 4 | 2 | 0 | 11 | 4 | 6 | 4 | 6 | 12 | | Age | | 71 | 58 | 50 | 67 | 63 | 72 | 49 | 68 | 63 | 71 | 71 | | Gender | | M | F | F | M | F | M | M | M | M | M | M | | Race/Ethnicity | | | ✓ | | | | | | | ✓ | | |

  12. Board Skills Matrix

    | 14 | 2025 Proxy Statement | Ovintiv Inc. |

  13. Director Nominees

    Director Nominees

  14. Director Nominees

    | PETER A. DEA Age: 71 Colorado Independent Director Since 2010 Chairman Since 2020 | BACKGROUND Mr. Dea has a 40-year history of leadership and value creation in the E&P industry. He has successfully led public companies, as well as private ones which he founded, delivering substantial shareholder value and enabling him to share valuable insight on oil and gas operations, sustainability, strategy, and energy-related policy. Recognized as an industry thought leader and conservationist, he has helped shape policy at the federal and state level. He served on President Clinton’s Energy Team and the Colorado Oil & Gas Task Force (appointed by then-Governor Hickenlooper) and chaired industry trade associations, including Western Energy Alliance and Colorado Oil & Gas Association. Through personal and professional efforts, Mr. Dea has prioritized sustainability and stewardship. He initiated the Emissions Savings Program at Western Gas Resources in 2008 and, with his family, established a foundation that supports education, science, and conservation causes. He is an active outdoorsman who has climbed all 58 of Colorado’s highest peaks above 14,000 feet and climbed many 17,000’-22,000’ peaks around the world. | | | | CURRENT ROLES • Executive Chairman, Confluence Resources LP • President and CEO, Cirque Resources LP • Director, Antero Midstream Corporation (2018-present) • Director, Liberty Energy Inc. (2018-present) • Director, Crested Butte Land Trust | PREVIOUS ROLES • CEO and Director, Western Gas Resources LP • CEO and Chairman, Barrett Resources Corporation • Trustee, The Nature Conservancy (Colorado) • Trustee and Chair, Denver Museum of Nature & Science • Co-Chair, ACE Scholarships • Director, Echostar Communications Inc. • Trustee, Western Colorado University | | | EDUCATION AND CREDENTIALS • Advanced Management Program, Harvard University • MSc, Geology, University of Montana • BA, Geology, Western Colorado University | RECOGNITION • Western Energy Alliance Wildcatter of the Year • Member of the Rocky Mountain Oil and Gas Hall of Fame, the All American Wildcatters, The Explorers Club and Hart Energy Hall of Fame • Colorado Oil & Gas Association Lifetime Achievement Award • Western Colorado University Award for Excellence • American Association of Petroleum Geologists “Heritage of the Petroleum Geologist” Honoree |

  15. Director Nominees

    | SKILLS AND EXPERTISE | | | | | | | | | | | | | | | | | | | | Environment & Safety | Governance/ Public Company Board Experience | Human Capital Management | Industry | Public Policy & Government Relations | Reserves | Risk Management | Technology & Innovation | CEO/ Sr. Officer Experience |

  16. Director Nominees

    | Ovintiv Inc. | 2025 Proxy Statement | 15 |

  17. Director Nominees

    | SIPPY CHHINA Age: 58 Alberta Independent Director Since 2024 Committees: Audit and Reserves | BACKGROUND Ms. Chhina was previously a Partner at Deloitte LLP and a Vice Chair for the firm. She served Canadian and global businesses both in an assurance and advisory capacity. In her professional career, she was either the lead audit partner, a quality assurance partner, or the lead advisory partner serving some of Deloitte LLP’s largest public company energy and resource sectors. In this role, she has had the privilege of being in many Boardrooms advising both directors and members of the C-Suite on a variety of matters as a qualified financial expert. Her experience is deep with respect to audits, securities offerings, IPOs/MBOs, M&A transaction advisory, strategy, corporate structuring and encompasses areas such as business model design, master data management, supply chain, and sustainability. Ms. Chhina’s experience includes advising companies operating in sub sectors such as oil and gas, power, renewables, mining and related infrastructure across North America, South America, and Africa. She was also the lead audit partner for investees of large Canadian and U.S. private equity and pension funds operating either directly or through infrastructure investments in the Canadian energy and resource sectors. At Deloitte, Ms. Chhina held a variety of leadership and management roles, including serving as a member of the board of directors. Over her Deloitte Board tenure, she served on the Compensation Committee, the Board Chair Nominating Committee, and co-chaired both the Strategy, Ethics and Risk Committee, as well as the Audit Quality Committee. Ms. Chhina is known for her passion for business, her growth-focused leadership, her strength as a strategic advisor, her ability to lead transformative change while simplifying complex issues and her stakeholder-centric approach. She is fluent in English, Hindi, and Punjabi. | | | | CURRENT ROLES • Director, Trans Mountain Corporation (2025-present) • Board Ready Women • Advisory Board • InterGen • InterGen Business Advisor EDUCATION AND CREDENTIALS • Inter Commerce Degree, Sambalpur University, 1985 • Certified Management Accountant Designation 1989, Society of Management Accountants of Alberta • Chartered Accountant Designation, 1993, CPA Canada • Deloitte Leadership Development Program, Columbia University Graduate School of Business, December 2006 • ICD-Rotman Directors Education Program, April 2023, Institute of Corporate Directors, ICD.D, June 2023 • Deloitte Board Readiness Certification, June 2023 RECOGNITION • National Honor Roll, 1992 Uniform Final Exam for Chartered Accountant designation • Calgary Influential Women in Business (CIWB) Award Recipient, 2023 • Awarded a Fellowship in 2024 by CPA Alberta, a recognition granted to CPAs based on career achievements and community Impact | PREVIOUS ROLES • Director, Deloitte LLP (2016-2023) • Compensation Committee • Board Chair Nomination Committee • Co-Chair Strategy, Ethics and Risk Committee • Co-Chair Audit Quality Committee • Partner, Deloitte LLP (2006-2023) • Various client service and leadership roles • Partner, BDO LLP (1999-2006) • Various roles from staff accountant to Partner (1991-1999) • Financial Consultant, various entities, including construction, financial services, and professional service organizations • Financial Analyst to Controller, Bayford Merrifield Inc. • Mount Royal University Foundation • Governor, 2017-2020 • Governance Committee • Calgary Petroleum Club • Board of Governors (2009-2017) • Finance Committee • Membership Committee • Marketing Committee • Communications Committee • President (Chair) and Past President (Past Chair) |

  18. Director Nominees

    | SKILLS AND EXPERTISE | | | | | | | | | | | | | | | | | | Accounting & Finance | Environment & Safety | Financial Reporting | Governance/ Public Company Board Experience | Industry | Reserves | Risk Management | Technology & Innovation |

  19. Director Nominees

    | 16 | 2025 Proxy Statement | Ovintiv Inc. |

  20. Director Nominees

    | MEG A. GENTLE Age: 50 Texas Independent Director Since 2020 Committees: Audit and HRC(1) | BACKGROUND Ms. Gentle is an energy expert with focused experience in finance, business development and gas marketing and infrastructure. She combines deep experience with publicly traded companies (serving in numerous senior management positions) with her current role as Executive Director of the Board of HIF Global – an innovative energy company developing projects to produce advanced fuels from recycled carbon dioxide. Ms. Gentle’s experience with HIF Global gives her unique insights into the development of new energy supplies and their impact on traditional energy markets. Prior to HIF, in her leadership roles at Cheniere Energy and Tellurian, she developed large-scale energy infrastructure projects that transformed the U.S. into the largest supplier of liquefied natural gas (LNG) to the international market and the world leader in delivering cleaner energy to enhance the energy security of our allies. Her deep understanding of natural gas and LNG markets brings an important perspective to strategic considerations in energy markets. Her interest in global markets and foreign policy began in college and is one of the many connecting points throughout her career. After serving as an analyst at Pace Global, she conducted international business development and strategic planning for Anadarko Petroleum Corporation. She now shares her international expertise in her non-profit work, serving on the Board of Directors for the Atlantic Council, a think tank devoted to shaping policy choices and strategies. Additionally, her work with the Council on Foreign Relations provides her an opportunity to help citizens better understand the world and the foreign policy choices facing the U.S. and other countries. | | | | CURRENT ROLES • Executive Director, HIF Global • Director, The Atlantic Council • Director, Council on Foreign Relations • Executive Committee (Board of Visitors), University of Texas MD Anderson Cancer Center • Chairman, Casa de Esperanza de los Niños (House of Hope for Children) | PREVIOUS ROLES • President and CEO, Tellurian Inc. • Director, Tellurian Inc. (2016-2020) • Director, Cheniere Energy Partners L.P. • Various leadership roles with Cheniere Energy, Inc., including: • EVP Marketing • Senior VP and CFO • Senior VP – Strategic Planning & Finance • Director, U.S. India Business Council • Director, White House Historical Association | | | EDUCATION AND CREDENTIALS • MBA, Finance, Rice University • BA, Economics and International Affairs, James Madison University | RECOGNITION • Widely sought after speaker on global energy, natural gas, hydrogen, energy transition and finance |

  21. Director Nominees

    | SKILLS AND EXPERTISE | | | | | | | | | | | | | | | | | | | | | | Accounting & Finance | Environment & Safety | Financial Reporting | Governance/ Public Company Board Experience | Human Capital Management | Industry | Public Policy & Government Relations | Reserves | Risk Management | CEO/ Sr. Officer Experience |

  22. Director Nominees

    | (1) Pending approval by the Board of Directors in April 2025, Ms. Gentle will become the Chair of the HRC Committee. |

  23. Director Nominees

    | Ovintiv Inc. | 2025 Proxy Statement | 17 |

  24. Director Nominees

    | RALPH IZZO Age: 67 New Jersey Independent Director Since 2022 Committees: CRG and EH&S | BACKGROUND Mr. Izzo is a well-known leader in the utility industry and a national energy policy expert. He brings 30-plus years of experience in strategic planning, finance, risk management and public policy to the Board, as well as experience leading large, regulated companies. Mr. Izzo most recently served as the Executive Chair of Public Service Enterprise Group Incorporated (PSEG), having previously retired as its President and CEO. In this leadership role, he was a strategic advisor to the publicly traded, diversified energy holding company, whose largest subsidiary is a utility company providing affordable, reliable energy to major U.S. East Coast cities. He has diverse experiences across the energy industry, including roles with alternative and emerging energy technologies. This unique background provides valuable perspectives on the future global transition to lower carbon solutions. He is also a member of the U.S. Department of Energy’s Fusion Energy Sciences Advisory Committee and the former chair of the Nuclear Energy Institute. Throughout his career, Mr. Izzo has been committed to leading companies and communities toward a more sustainable path. He worked alongside PSEG’s 12,500 employees, delivering on the company’s vision for universal access to cleaner, more reliable, resilient and affordable energy. Today, he engages in energy policy matters and advises several utility and energy companies on a more energy-efficient future. | | | | CURRENT ROLES • Director, Bank of New York (BNY) Mellon (2020-present) • Director, TerraPower, LLC • Member, U.S. Department of Energy’s Fusion Energy Sciences Advisory Committee • Director, Liberty Science Center • Director, New Jersey Performing Arts Center • Dean’s Advisory Board, Columbia University School of Engineering and Applied Science • Trustee, Princeton University Andlinger Center for Energy and Environment • Director, CMS Energy (2023-present) • Trustee, Hackensack Meridian Health | PREVIOUS ROLES • Executive Chair, Public Service Enterprise Group Incorporated (PSEG) (2022) • Director, The Williams Companies, Inc. • Director and Chair, Nuclear Energy Institute • Director, Edison Electric Institute • Director, Nuclear Energy Insurance LLC • Chair, New Jersey Chamber of Commerce • Chair, Board of Governors, Rutgers University • Trustee, Peddie School • Director, Community Food Bank of New Jersey • Various leadership roles with PSEG (2006-2022), including: • Chairman of the Board • President and CEO • President and COO | | | EDUCATION AND CREDENTIALS • PhD, Applied Physics, Columbia University • MBA, Finance, Rutgers Business School • MS, Mechanical Engineering, Columbia University • BS, Mechanical Engineering, Columbia University | RECOGNITION • Elected to the New Jersey Hall of Fame • 2022 Recipient of the US Energy Award, US Energy Association • 2022 Lifetime Achievement Award, Platts Global Energy • Proclamations of Thanks and Congratulations for Career Accomplishments, Governor of New Jersey and the State Senate |

  25. Director Nominees

    | SKILLS AND EXPERTISE | | | | | | | | | | | | | | | | | | | | Accounting & Finance | Environment & Safety | Governance/ Public Company Board Experience | Human Capital Management | Industry | Public Policy & Government Relations | Risk Management | Technology & Innovation | CEO/ Sr. Officer Experience |

  26. Director Nominees

    | 18 | 2025 Proxy Statement | Ovintiv Inc. |

  27. Director Nominees

    | TERRI G. KING Age: 63 Texas Independent Director Since 2025 Committees: EH&S and Reserves | BACKGROUND Ms. King is a senior executive with over 30 years of global energy industry experience in strategy and portfolio management, business creation and growth, technology and digital innovation, A&D, and program and business leadership. Ms. King most recently served as Vice President and Chief Commercial Officer for ConocoPhillips, a $100B market cap Fortune 200 company. In that role she was responsible for global supply chain, product marketing and trading, the Lower 48 midstream business, and for building a global LNG trading business. She served at the corporate level on the council responsible for IT investment decisions including cyber security and digital strategy. In roles such as President Lower 48, President Europe and North Africa, and President United Kingdom, Ms. King’s track record of technology adoption and optimization created transformative step changes in safe execution, reliability, environmental performance, and profitability. She has led global teams responsible for developing and selecting global leadership, including executive succession planning. Ms. King built a reputation as a leader with a keen sense to assess opportunity, create buy-in across the organization and to lead positive change. Ms. King’s distinctive results include value-enhancing breakthroughs in development strategies, modernization of midstream development approaches, and the design and implementation of a new health, safety and environmental management system mapping quantitative milestones to further reduce emissions. As Upstream Portfolio Manager, she led the update of the corporate strategy following the merger of Conoco and Phillips. Post merger, she led the creation of the company’s technology strategy. She is known for demonstrated ability to distill business needs and convey their linkages to strategy. Ms. King was identified as a candidate for our board of directors by a third-party search firm and thereafter underwent an interview process with the board. | | | | CURRENT ROLES • Member, Society of Petroleum Engineers • Active in public universities in both building a new strategy for athletics and lecturing on business and energy topics at the graduate and undergraduate levels RECOGNITION • Selected by the UK Government to lead the Decommissioning Task Force and to serve on the board setting strategy for the oil and gas sector • Honored by the City of Farmington, New Mexico as Citizen of the Year for her sponsorship of United Way at the county level, and for her board membership for Big Brothers and Big Sisters and Economic Development | PREVIOUS ROLES • Chief Commercial Officer and VP, ConocoPhillips • President Lower 48, ConocoPhillips • President, Europe & North Africa, ConocoPhillips • President, United Kingdom, ConocoPhillips • Various other leadership roles with ConocoPhillips including: • Member, Corporate Digital /IT/ Cybersecurity Investment Council • Leader, Upstream Global Talent Management • Manager, Upstream Technology Development • Director, Upstream Global Portfolio Management • Member, University of Houston Energy Advisory Board • Member, Boys and Girls Clubs of Greater Houston Board • Member, UK Net Zero Technology Center Board | | | EDUCATION AND CREDENTIALS • MBA, University of Houston • BSc, Engineering Science, Trinity University • Licensed Professional Engineer | |

  28. Director Nominees

    | SKILLS AND EXPERTISE | | | | | | | | | | | | | | | | | | | | Environment & Safety | Governance/ Public Company Board Experience | Human Capital Management | Industry | Public Policy & Government Relations | Reserves | Risk Management | Technology & Innovation | CEO/ Sr. Officer Experience |

  29. Director Nominees

    | Ovintiv Inc. | 2025 Proxy Statement | 19 |

  30. Director Nominees

    | HOWARD J. MAYSON Age: 72 Colorado Independent Director Since 2014 Committees: Reserves (Chair) and HRC | BACKGROUND Mr. Mayson is a senior E&P executive with over 45 years in business management, leadership and technology underpinned by a strong technical and operational background. His career has touched most of the world’s major oil and gas producing areas. He has been a keen advocate of technology ever since he wrote his Master’s thesis on fracture mechanics at the Massachusetts Institute of Technology (MIT) and technology has been an important thread throughout his career. He has a background in reservoir engineering, and he has been responsible for the technical due diligence of major M&A deals as well as field and basin commercialization. More recently he also has been involved in the energy transition space including hydrogen, CCS and geothermal. Mr. Mayson has held leadership positions in the U.S and abroad, often times in unfavorable settings. He led BP’s E&P Technology organization and was also responsible for the global subsurface function which included Corporate Reserves and leader for more than 2,500 technical professionals. He has shown strong commitment to environmental protection in professional settings, particularly overseas, where standards can be lax. On a personal front he is an avid outdoor enthusiast who most enjoys mountaineering and long-distance trail running. Some of his many accomplishments in the last decade include climbing all 58 of Colorado’s peaks higher than 14,000 feet and finishing more than 100 marathons/ultramarathons. | | | | CURRENT ROLES • Science Advisory Board Member, Koloma | PREVIOUS ROLES • Various leadership roles with BP p.l.c., including: • SVP, E&P Technology • CEO, BP Russia • Business Unit Leader, BP Angola • Director, BP’s E&P Global Technology Group • Senior roles in L-48 and Alaska • Chair, Industrial Advisory Board, Institute of Petroleum Engineering • Director of private energy-related companies in the U.K., Canada, and U.S.A. • Advisory Board member and Operating Partner, Azimuth Capital Management LLC • International operational roles early in career with Schlumberger | | | EDUCATION AND CREDENTIALS • Graduate, Wharton Advanced Management Program, University of Pennsylvania • MSc, Mechanical Engineering, MIT • BEng (Hons), Engineering, University of Sheffield | RECOGNITION • Awarded an Honorary Doctor of Engineering by Scotland’s Heriot-Watt University in 2008 |

  31. Director Nominees

    | SKILLS AND EXPERTISE | | | | | | | | | | | | | | | | | | | | Environment & Safety | Governance/ Public Company Board Experience | Human Capital Management | Industry | Public Policy & Government Relations | Reserves | Risk Management | Technology & Innovation | CEO/ Sr. Officer Experience |

  32. Director Nominees

    | 20 | 2025 Proxy Statement | Ovintiv Inc. |

  33. Director Nominees

    | BRENDAN M. MCCRACKEN Age: 49 Colorado Non-Independent Director Since 2021 | BACKGROUND Mr. McCracken joined the Board upon his appointment as Ovintiv President and CEO in August 2021. Since joining the Company more than 25 years ago, he has held increasing levels of responsibility in key operational, financial, and strategic roles across the enterprise. While at Ovintiv, he has helped define and lead Company strategy, managed business units in the U.S. and Canada and was integral in building industry-leading technical and operating capabilities at the Company. He also spearheaded stakeholder engagement through leadership of the corporate investor relations team. Under Mr. McCracken’s leadership, Ovintiv established a leading health and safety culture and has delivered safe, reliable, and affordable energy while significantly reducing GHG emissions. He continued this work industry-wide through his work as a director and member of the executive committee of the American Exploration and Production Council (AXPC). Mr. McCracken is a driven, disciplined and committed leader. His extensive industry expertise, demonstrated track record, and strategic experience make him well qualified to serve as a director. | | | | CURRENT ROLES • President & CEO, Ovintiv Inc. (2021-present) • Vice-Chair and Executive Committee Member, American Exploration and Production Council • Governor and Executive Committee Member, Canadian Association of Petroleum Producers • Director, Permian Strategic Partners • Director, American Petroleum Institute | PREVIOUS ROLES • Various senior leadership roles with Ovintiv, including: • President • EVP, Corporate Development and External Affairs • VP, General Manager of Canadian Operations • VP, Investor Relations • Director, Calgary Philharmonic Orchestra | | | EDUCATION AND CREDENTIALS • MBA, University of Oxford • BSc, Mechanical Engineering, Queen’s University • P. Eng. Member, Association of Professional Engineers and Geoscientists of Alberta | RECOGNITION • Avenue magazine Top 40 under 40 • Oilweek magazine Rising Star • Member, Governor General’s Canadian Leadership Conference |

  34. Director Nominees

    | SKILLS AND EXPERTISE | | | | | | | | | | | | | | | | | | | | Environment & Safety | Governance/ Public Company Board Experience | Human Capital Management | Industry | Public Policy & Government Relations | Reserves | Risk Management | Technology & Innovation | CEO/ Sr. Officer Experience |

  35. Director Nominees

    | Ovintiv Inc. | 2025 Proxy Statement | 21 |

  36. Director Nominees

    | STEVEN W. NANCE Age: 68 Texas Independent Director Since 2019 Committees: EH&S (Chair) and Reserves | BACKGROUND Mr. Nance is President and Manager of Steele Creek Energy, LLC, a private oil and gas investment company. He brings direct insights into the oil and gas industry from both a public and private perspective. Mr. Nance has extensive governance, M&A and shareholder engagement experience having served as Lead Director of Newfield Exploration Company when it merged with Ovintiv in 2019. In his more than 10-year career as a corporate director, he has served on boards of both public and private companies, helping to instill best-in-class governance practices and participating in numerous committees, including compensation, governance, audit and reserves. He has also chaired the EHS / safety committees for three public companies, bringing value through both his leadership and engineering perspective. Mr. Nance began his career as a petroleum engineer, holding increasingly senior positions of leadership with several U.S. independent oil and gas companies. In these roles, he helped develop and adopt cutting edge technology for more efficient drilling and production operations. During his time at Peoples Energy Production Company, he led the development of reporting systems (accounting, financial and governance) and grew the company from $50 million in assets to approximately $1 billion. After retiring from his corporate career, Mr. Nance leveraged his significant C-level experience to build a consulting business providing coaching and leadership development to executives, including assisting with succession planning and strategic direction. He continues to share his passion for engineering and the energy industry through his involvement with the next generation of talent. From previously volunteering with Texas Tech’s engineering programs to emceeing an annual intern event hosted by the Offshore Energy Center, he is an avid spokesperson for the opportunities available in the oil and gas industry. | | | | CURRENT ROLES • President and Manager, Steele Creek Energy, LLC • Member, Society of Petroleum Engineers | PREVIOUS ROLES • Director, Newfield Exploration Company (2013-2019) • Director, Cloud Peak Energy, Inc. (2010-2019) • Director, The Williams Companies, Inc. • Trustee, Independent Petroleum Association of America (IPAA) • President, Chairman and CEO, XPLOR Energy • President, Peoples Energy Production Company • Vice President, Burlington Resources, Inc. • Industry Advisory Board member, Petroleum Engineering at Texas Tech (former chair) • Dean’s Council, Whitacre College of Engineering, Texas Tech • Director, The Center for Performing Arts at The Woodlands | | | EDUCATION AND CREDENTIALS • BSc, Petroleum Engineering, Texas Tech University • Registered Professional Engineer (Inactive Status), Texas | RECOGNITION • Academy of Petroleum Engineering inductee, Texas Tech • Distinguished Engineer honoree, Texas Tech • Harold Winkler Lifetime Achievement Award for Petroleum Engineering, Texas Tech |

  37. Director Nominees

    | SKILLS AND EXPERTISE | | | | | | | | | | | | | | | | | | | | Accounting & Finance | Environment & Safety | Governance/ Public Company Board Experience | Human Capital Management | Industry | Reserves | Risk Management | Technology & Innovation | CEO/ Sr. Officer Experience |

  38. Director Nominees

    | 22 | 2025 Proxy Statement | Ovintiv Inc. |

  39. Director Nominees

    | GEORGE L. PITA Age: 63 Florida Independent Director Since 2021 Committees: Audit (Chair) and Reserves | BACKGROUND Mr. Pita is a seasoned independent corporate director and audit committee chair with over 40-years of expertise in finance, operations, and corporate governance. As a former Chief Financial Officer for both public and private companies, he brings deep knowledge in capital markets, equity and debt transactions, mergers and acquisitions, corporate strategy, SEC reporting, cybersecurity oversight and investor relations. Currently, he also serves as a corporate director for Harry’s Inc., a leading personal care company, and as an advisory board member for Perry Ellis International, a global apparel brand. From 2013 until his retirement in 2023, Mr. Pita was the Executive Vice-President and Chief Financial Officer of MasTec, Inc. a premier infrastructure construction firm specializing in telecommunications, electric utilities, oil & gas, and clean energy. During his tenure, MasTec experienced exceptional growth, with revenue expanding from $3 billion to $12 billion, along with substantial market value appreciation, an upgrade to investment-grade credit status, and a position in the Fortune 500. He also played a key role in strengthening the company’s cybersecurity and enterprise risk management functions. Beyond his corporate roles, Mr. Pita is dedicated to supporting various nonprofit organizations. He serves as Audit Committee Chair and Cyber & Technology Board Committee Member for Goodwill Industries, is an Honorary Board Member at Easter Seals of South Florida, and Advisory Board Member for the University of Miami School of Accounting, and a member of the Digital Directors Network. Before joining MasTec, he held executive financial leadership positions at Stuart Weitzman Holdings LLC, Perry Ellis International, and Sunglass Hut International. His career began in Arthur Anderson’s audit division. Mr. Pita holds dual citizenship in the U.S. and Spain and is fluent in Spanish. He is an active member of the NACD Audit Committee Leader Exchange and the Latino Corporate Directors Association. | | | | CURRENT ROLES • Director, Harry’s Inc. • Director, Easter Seals of South Florida • Director and Chair of Audit Committee, Goodwill Industries of South Florida • Advisor, MasTec, Inc. • Advisory Board, Accounting School, University of Miami • Advisory board, Perry Ellis International • Member, Canes Angel Network • Member, Latino Corporate Directors Association • Member, Digital Directors Network (group specializing in cybersecurity and other technology matters) | PREVIOUS ROLES • Director and Chair of Audit Committee, Jupiter Acquisition Corp. (2021-2023) • EVP and CFO, MasTec, Inc. (2013-2023) • EVP and CFO, Stuart Weitzman Holdings LLC • Various leadership roles with Perry Ellis International, including: • EVP and CFO • SVP Strategic Planning • SVP Direct Retail, ASI and wholesale golf operations • Various leadership roles with Sunglass Hut International, including: • EVP and CFO • VP Finance, Chief Accounting Officer • VP International Business Development • Various roles with Arthur Andersen, including Senior Audit Manager | | | EDUCATION AND CREDENTIALS • BA, Accounting, University of Miami • Certified Public Accountant (inactive status) | RECOGNITION • 2024 Alumni of the Year Award, University of Miami Business School of Accounting • 2022 Latino Leaders, CSuite Magazine • 2021’s 100 Most Influential Latinos in Energy, Latino Leaders • Top-Rated CFO in 2022 & 2023, Institutional Investor Magazine, Mid Cap E&C (MasTec also rated Most Honored Company, IR Program in Mid Cap E&C, 2022 & 2023) • All American Executive Team (MasTec), Institutional Investor Magazine, Mid Cap E&C, 2018, 2019, 2020, 2021, 2022, 2023 • 2017 Turnaround Achievement Award (MasTec), South Florida Business Journal |

  40. Director Nominees

    | SKILLS AND EXPERTISE | | | | | | | | | | | | | | | | | | | | Accounting & Finance | Environment & Safety | Financial Reporting | Governance/ Public Company Board Experience | Industry | Reserves | Risk Management | Technology & Innovation | CEO/ Sr. Officer Experience |

  41. Director Nominees

    | Ovintiv Inc. | 2025 Proxy Statement | 23 |

  42. Director Nominees

    | THOMAS G. RICKS Age: 71 Texas Independent Director Since 2019 Committees: HRC (Chair) and CRG(1) | BACKGROUND Mr. Ricks brings the mindset of the institutional investor to the boardroom, sharing his experience in portfolio management, asset allocation, risk management and thematic investing. After following an unconventional path (from international banking in Asia to finance roles to high-net worth and public institution capital/wealth management), he appreciates the importance and complexity of balancing sustainability overlays with portfolio investment objectives. Mr. Ricks uses his capital management expertise to chair Ovintiv’s Human Resource and Compensation Committee, and frequently engages with shareholders, soliciting feedback on the Company’s executive compensation program which is shared around the Board table. He served as Chief Investment Officer (CIO) of H&S Ventures, LLC, a Forbes 150 family office, from 2001 until his retirement in 2018. He was also CEO of the University of Texas Investment Management Company (UTIMCO), where he was responsible for the management of $15 billion of endowment and operating funds. Mr. Ricks joined the Ovintiv Board in 2019 following the acquisition of Newfield Exploration Company. He also serves as a director of Sensei Biotherapeutics, Inc., a public clinical-stage biopharmaceutical company, building upon his significant board leadership experience. | | | | CURRENT ROLES • Director, Sensei Biotherapeutics, Inc. (2015-present) EDUCATION AND CREDENTIALS • MBA, University of Chicago • BA, Economics, Trinity College | PREVIOUS ROLES • Director, Ocean Institute • CIO, H&S Ventures LLC • CEO, The University of Texas Investment Management Company • Various leadership roles with the University of Texas System, including: • Vice Chancellor, Asset Management • Executive Director, Finance and Private Investments • Director, Newfield Exploration Company (1992-2019) • Director, Argus Pharmaceuticals • Director, LifeCell Corporation • Director, BDM International • Investment Advisor, University of California-Irvine Foundation • Investment Advisor, St. David’s Foundation |

  43. Director Nominees

    | SKILLS AND EXPERTISE | | | | | | | | | | | | | | | | | | Accounting & Finance | Environment & Safety | Financial Reporting | Governance/ Public Company Board Experience | Human Capital Management | Reserves | Risk Management | CEO/ Sr. Officer Experience |

  44. Director Nominees

    | (1) Mr. Ricks currently serves as the Chair of the HRC Committee. Pending approval by the Board of Directors in April 2025, Mr. Ricks will become the Chair of the CRG Committee, and Ms. Gentle will become the Chair of the HRC Committee. Mr. Ricks will remain a member of the HRC committee. |

  45. Director Nominees

    | 24 | 2025 Proxy Statement | Ovintiv Inc. |

  46. Director Nominees

    | BRIAN G. SHAW Age: 71 Ontario Independent Director Since 2013 Committees: Audit and EH&S | BACKGROUND Mr. Shaw brings deep experience in capital markets and investing as the former Chairman and CEO of a league-leading capital markets business at CIBC, one of Canada’s major banks. From the initial perspective of the trading desk, he ultimately led its global equity division, including both client-facing and proprietary trading functions. Mr. Shaw shares his investment strategy expertise gained from building and executing arbitrage strategies and leading an institutional equities and research division. His role as CEO also gave him experience managing an international regulatory environment and leading a significant workforce of 2,500 full-time employees. Now a private investor, he continues to apply his experiences identifying emerging opportunities and appreciating the investor mindset, serving as a key advisor to asset managers and investment-oriented enterprises. He also stays engaged with Canadian markets, lending this knowledge to the Board of Directors and Ovintiv’s Canadian operating team. | | | | CURRENT ROLES • Honorary Governor for the Toronto Symphony • Serves on multiple advisory boards within asset management and financial advisory, including Firepower Asset Management Holdings, Elevate Export Finance Corp, Sionna Investment Managers Inc., Olbia Software Inc., Hillmount Mortgage Fund, CFA Society – Toronto, among others • Regular speaker on the university circuit, including the Inaugural Trader in Residence, McMaster University | PREVIOUS ROLES • Chairman and CEO, CIBC World Markets Inc. • Director, NuVista Energy Ltd. (2014-2022) • Director, Patheon Inc. • Director, PrairieSky Royalty Ltd. • Director, Lakeview Mortgage Funding Inc. • Director, Toronto Symphony Orchestra • Director, Toronto CFA Society • Director, Manulife Bank of Canada (2013-2024) • Director, Manulife Trust Company (2013-2024) | | | EDUCATION AND CREDENTIALS • Chartered Financial Analyst • MBA, University of Alberta • BComm, University of Alberta | |

  47. Director Nominees

    | SKILLS AND EXPERTISE | | | | | | | | | | | | | | Accounting & Finance | Governance/ Public Company Board Experience | Human Capital Management | Public Policy & Government Relations | Risk Management | CEO/ Sr. Officer Experience |

  48. Director Nominees

    | Ovintiv Inc. | 2025 Proxy Statement | 25 |

  49. Our Director Compensation Program

    Our Director Compensation Program Our director compensation program is designed to reflect current market practices and enhance alignment with shareholder interests. Independent directors do not receive performance-based compensation from Ovintiv. Mr. McCracken receives no compensation from Ovintiv in his capacity as a director. For 2024, director compensation was 69% equity based and at the director’s election, the remaining 31% could be taken in Deferred Share Units (“DSUs”) or cash. In 2024, Directors received total annual compensation in the amounts shown below.

  50. Our Director Compensation Program

    | Annual Retainer | $USD | | Chair of the Board | 480,000 | | Board Member | 305,000 | | Audit Committee Chair | 20,000 | | HRC Committee Chair | 15,000 | | CRG Committee Chair | 15,000 | | Other Committee Chairs | 10,000 |

  51. Elements of Director Compensation

    Elements of Director Compensation

  52. Elements of Director Compensation

    | Compensation Element | Weighting | Description | | Director Restricted Share Units (“Director RSUs”) under the Omnibus Incentive Plan | 69% | • Granted annually • Beginning in 2022, equity settles immediately under the Omnibus Incentive Plan • Equity granted prior to 2022, settle on the earlier of three years from the grant date or retirement from the Board | | Cash or DSUs(1) | 31% | • Paid or granted in quarterly installments • Pro-rated for periods of partial service |

  53. Elements of Director Compensation

    | (1) At the director’s election, this remaining portion of the annual retainer can be paid in either cash or DSUs under the Deferred Share Unit Plan for Directors of Ovintiv Inc. (“Director DSU Plan”). |

  54. Elements of Director Compensation

    | Ovintiv Inc. | 2025 Proxy Statement | 37 |

  55. Elements of Director Compensation

    In 2024, directors received Director RSU grants in the amounts shown below.

  56. Elements of Director Compensation

    | Name | FMV of Grant(1) | 2024 Director RSUs(2) | | Peter A. Dea | $341,273 | 6,846 | | Sippy Chhina | $200,118 | 4,022 | | Meg A. Gentle | $210,018 | 4,213 | | Ralph Izzo | $210,018 | 4,213 | | Howard J. Mayson | $210,018 | 4,213 | | Lee A. McIntire(3) | – | – | | Steven W. Nance | $210,018 | 4,213 | | Suzanne P. Nimocks | $210,018 | 4,213 | | George L. Pita | $210,018 | 4,213 | | Thomas G. Ricks | $210,018 | 4,213 | | Brian G. Shaw | $208,776 | 4,196 |

  57. Elements of Director Compensation

    | (1) Canadian dollar amounts have been converted to U.S. dollars using an exchange rate of C$1.00 = US$0.730 (average exchange rate for 2024). |

  58. Elements of Director Compensation

    | (2) The number of Director RSUs granted was based on the five-day volume-weighted average price (“VWAP”) per share of the Company’s common stock on the New York Stock Exchange (“NYSE”) or the Toronto Stock Exchange (“TSX”) immediately prior to the May 17, 2024 grant date (US$49.85, CA$68.14). |

  59. Elements of Director Compensation

    | (3) Lee A. McIntire retired from the Board on May 1, 2024. |

  60. Elements of Director Compensation

    Director RSUs granted under the terms of the Omnibus Incentive Plan are currently settled in shares.

  61. 2024 Director Compensation Table

    2024 Director Compensation Table Annual compensation of directors for the year ended December 31, 2024, is summarized in the following table.

  62. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1)(2) ($) | Stock Awards(2) ($) | All Other Compensation(2)(3) ($) | Total(2) ($) | | Peter A. Dea | 138,750 | 341,273 | 431 | 480,454 | | Sippy Chhina | 91,346 | 200,118 | 397 | 291,861 | | Meg A. Gentle(4) | 95,000 | 210,018 | 431 | 305,449 | | Ralph Izzo(4) | 95,000 | 210,018 | 431 | 305,449 | | Howard J. Mayson(7) | 105,000 | 210,018 | 369 | 315,387 | | Brendan M. McCracken(5) | – | – | – | – | | Lee A. McIntire(6)(7) | 32,102 | – | 17 | 32,119 | | Steven W. Nance | 105,000 | 210,018 | 431 | 315,449 | | Suzanne P. Nimocks | 110,000 | 210,018 | 431 | 320,449 | | George L. Pita | 115,000 | 210,018 | 431 | 325,449 | | Thomas G. Ricks | 110,000 | 210,018 | 431 | 320,449 | | Brian G. Shaw(4) | 95,000 | 208,776 | 431 | 304,207 |

  63. 2024 Director Compensation Table

    Notes:

  64. 2024 Director Compensation Table

    | (1) Fees earned or paid in cash includes both the cash portion of any annual Board and Committee retainers as well as any portion the director elected to receive in DSUs. |

  65. 2024 Director Compensation Table

    | (2) Amounts originally paid in Canadian dollars have been converted to U.S. dollars using exchange rate of C$1.00 = US$0.730, the average exchange rate for 2024, based on the daily buying rate published by the Bank of Canada. |

  66. 2024 Director Compensation Table

    | (3) Represents cost of Company-provided life insurance coverage. |

  67. 2024 Director Compensation Table

    | (4) Elected to receive all or a portion of fees in DSUs in lieu of cash. |

  68. 2024 Director Compensation Table

    | (5) Brendan M. McCracken receives no compensation in his capacity as a director. See “Compensation Discussion and Analysis” beginning on page 42 for information on Mr. McCracken’s 2024 executive compensation. |

  69. 2024 Director Compensation Table

    | (6) Lee A. McIntire retired from the Board on May 1, 2024. |

  70. 2024 Director Compensation Table

    | (7) Lee A. McIntire and Howard J. Mayson qualified for discounted life insurance coverage under the Company’s plan. |

  71. 2024 Director Compensation Table

    | 38 | 2025 Proxy Statement | Ovintiv Inc. |

  72. Director Compensation Changes

    Director Compensation Changes Beginning in 2025, based upon advice from the HRC Committee and the Board’s compensation consultant, FW Cook, Committee Chairs will receive an additional cash retainer (or at each Committee Chair’s election, DSUs) as follows:

  73. Director Compensation Changes

    | Audit Committee Chair: | $25,000 | | Human Resources and Compensation Committee Chair: | $20,000 | | Corporate Responsibility and Governance Committee Chair: | $20,000 | | Environmental, Health and Safety Committee Chair: | $15,000 | | Reserves Committee Chair: | $15,000 |

  74. Outstanding Equity Awards Held by Directors at Fiscal Year End

    Outstanding Equity Awards Held by Directors at Fiscal Year End The following table shows DSUs and Director RSUs directly or indirectly held, controlled, or directed by the individual directors as of December 31, 2024.

  75. Outstanding Equity Awards Held by Directors at Fiscal Year End

    | Director | DSUs (#) and Market or Payout Value(1) | Director RSUs (#) and Market or Payout Value(2) | | Sippy Chhina | – | – | | Peter Dea | 52,460 ($2,210,776) | – | | Meg Gentle | 7,795 ($315,683) | – | | Ralph Izzo | 3,798 ($153,836) | – | | Howard Mayson | 9,692 ($412,079) | – | | Brendan McCracken(3) | – | – | | Lee McIntire | 28,223 ($1,195,601) | – | | Steve Nance | – | – | | Suzanne Nimocks | 21,981 ($934,636) | – | | George Pita | – | – | | Thomas Ricks | – | – | | Brian Shaw | 35,327 ($1,502,108) | – |

  76. Outstanding Equity Awards Held by Directors at Fiscal Year End

    Notes:

  77. Outstanding Equity Awards Held by Directors at Fiscal Year End

    | (1) “Market or Payout Value” represents the value of outstanding vested DSUs and is determined by multiplying the number of DSUs held by each director as of December 31, 2024 by the closing price of shares of Ovintiv common stock on the NYSE or TSX on December 31, 2024 (US$40.50 or C$58.23). Canadian dollar amounts have been converted to U.S. dollars using an exchange rate of C$1.00 = US$0.730 (average exchange rate for 2024). |

  78. Outstanding Equity Awards Held by Directors at Fiscal Year End

    | (2) The Directors RSUs are fully vested and settled at grant. As of December 31, 2024, no Director RSUs remained outstanding and unsettled. |

  79. Outstanding Equity Awards Held by Directors at Fiscal Year End

    | (3) Mr. McCracken receives no compensation in his capacity as a director. See “Executive Compensation” beginning on page 42 for information on Mr. McCracken’s 2024 executive compensation. |

  80. Outstanding Equity Awards Held by Directors at Fiscal Year End

    | Ovintiv Inc. | 2025 Proxy Statement | 39 |

  81. Item 2: Advisory Vote to Approve Compensation of Named Executive Officers: The Board recommends you vote FOR this proposal

    | | The Board has overseen the strategic evolution of Ovintiv that continues to drive long-term value creation for our shareholders. Consistent with that value creation objective, the HRC Committee has developed a compensation program that delivers compensation commensurate with short- and long-term performance against key strategic goals. |

  82. Named Executive Officers

    Named Executive Officers This CD&A describes our compensation practices and the compensation awarded or paid to each of our NEOs during the last completed fiscal year. For the year ended December 31, 2024, the Company’s NEOs consisted of the following:

  83. Named Executive Officers

    | Name | Title | Business Experience | | | Brendan McCracken President & Chief Executive Officer • Age: 49 | Mr. McCracken was appointed President in 2020 and Chief Executive Officer of the Company in 2021. He joined one of Ovintiv’s predecessor companies in 1997 and assumed a variety of leadership roles, including appointments as Executive Vice-President, Corporate Development & External Affairs in 2019 and Vice-President & General Manager of Canadian Operations in 2017. | | | Corey Code Executive Vice-President & Chief Financial Officer • Age: 51 | Mr. Code was appointed Executive Vice-President & Chief Financial Officer of the Company in 2019. He joined one of Ovintiv’s predecessor companies in 1999 and assumed a variety of leadership roles, including Vice-President, Investor Relations and Strategy in 2018 and Vice-President, Investor Relations in 2017. | | | Greg Givens Executive Vice-President & Chief Operating Officer • Age: 52 | Mr. Givens was appointed Executive Vice-President & Chief Operating Officer of the Company in 2019. He joined the Company in 2018 as Vice-President and General Manager of Texas Operations. Prior to joining the Company, Mr. Givens was Vice-President Eagle Ford of EP Energy (a public oil and gas company) from 2012 to 2017. | | | Meghan Eilers Executive Vice-President, Midstream & Marketing and General Counsel • Age: 43 | Ms. Eilers was appointed Executive Vice-President, General Counsel and Corporate Secretary in 2022, with the role expanding to include midstream and marketing operations in 2024. She joined Ovintiv in 2019 as Vice President, Legal Operations. Ms. Eilers came to Ovintiv in 2019 through the Newfield merger, where she had served as Newfield’s Associate General Counsel. Prior to joining Newfield, Ms. Eilers served in several positions at Noble Energy from 2007 to 2018. | | | Rachel Moore Executive Vice-President, Corporate Services • Age: 53 | Ms. Moore was appointed Executive Vice-President, Corporate Services of the Company in 2020. Ms. Moore joined Ovintiv in 2015 as Vice-President of Human Resources. Prior to joining the Company, Ms. Moore held a variety of senior leadership positions across multiple industries. |

  84. Named Executive Officers

    | 42 | 2025 Proxy Statement | Ovintiv Inc. |

  85. Compensation Key Principles

    | Key Principle | | Application to Executive Compensation | | Alignment with shareholders | | Compensation consists largely of at risk, performance-based LTI awards tied to critical performance goals needed to achieve long-term, sustainable value for our shareholders | | | | Metrics are rigorously set to tie to key deliverables aligned with the Company’s annual and long-term objectives | | | | Ovintiv’s 2024 Say-on-Pay vote received 96.2% support, which demonstrates shareholders’ strong support for our executive compensation practices and pay for performance alignment | | Pay for performance | | 91% of total target direct compensation for our CEO and 84% of total target direct compensation for our other NEOs is tied to Ovintiv’s financial, operational, and TSR results | | | | Annual bonus is determined by execution of financial and other key measures approved by the Board and contained in our Company Scorecard | | | | The HRC Committee establishes rigorous targets for the annual bonus and strategic portion of our performance share units (“PSU”) program that align with the delivery of our strategic direction | | Market-competitive pay | | Compensation is designed around median target performance measured against our Peer Group (as defined on page 49 of this Proxy Statement) | | Sound risk management | | The HRC Committee is made up of independent directors and retains an independent compensation consultant | | | | We conduct annual risk assessments of our executive compensation programs and implement programs that reflect governance best practices |

  86. Annual Bonus

    Annual Bonus All employees participate in our annual bonus plan, which provides an opportunity to earn a cash award based on performance against a combination of Company metrics and individual objectives for the year. The annual bonus is designed to motivate employees to pursue our key business performance objectives. In setting the targets and ranges for each metric, we employ stress tests to ensure that there is appropriate alignment between performance and payouts. The portion of the annual bonus tied to Company performance versus individual performance varies by job level. For NEOs, a Company score is calculated following the end of the year based on Ovintiv’s performance against the metrics set out in the Company Scorecard (the “Company Score”). The Company Score provides the baseline payout percentage for annual bonuses and includes an automatic 10 points downward adjustment should the Company experience a serious safety event during the year. Additionally, the Board retains discretion to adjust final payouts either up or down (within a range of -25% to +25%), to reflect unforeseen circumstances that occurred in the year.

  87. Employee Deferred Share Unit Plan

    Employee Deferred Share Unit Plan Under the Employee Deferred Share Unit Plan (“Employee DSU Plan”), executives can convert either 25% or 50% of their annual bonus award into DSUs. To defer part of an annual bonus award into DSUs, an executive must make an election prior to December 31 of the preceding calendar year. Once an election is made, the number of DSUs credited to an executive is calculated as follows: DSUs are settled in cash and are payable only after an executive separates from service of Ovintiv. No NEOs participated in the Employee DSU Plan in 2024.

  88. Company Scorecard Metrics and Performance

    Company Scorecard Metrics and Performance The following metrics were selected in 2024 for our Company Scorecard. These metrics align with the key components of our strategic plan and our key environmental and safety initiatives and serve as the building blocks of strong financial returns for shareholders.

  89. Company Scorecard Metrics and Performance

    | (1) Company Scorecard performance metrics and targets are updated annually to reflect changes in priorities given the macro environment. |

  90. 2024 Annual Bonus Results

    2024 Annual Bonus Results Following application of the above Company Score, the annual bonus payments to our CEO and other NEOs for 2024 are shown below.

  91. 2024 Annual Bonus Results

    | | Bonus Target (% of Base Salary)(1) | | Target Bonus(2)(3) ($) | Total Actual Bonus(2) ($) | | | Target | Maximum | | | | Brendan McCracken | 125% | 250% | $1,412,500 | $2,005,750 | | Corey Code | 100% | 200% | $572,294 | $812,658 | | Greg Givens | 100% | 200% | $683,750 | $970,925 | | Meghan Eilers | 70% | 140% | $346,500 | $492,030 | | Rachel Moore | 70% | 140% | $314,351 | $446,379 |

  92. 2024 Annual Bonus Results

    Notes:

  93. 2024 Annual Bonus Results

    | (1) Annual bonus targets as a percentage of salary were unchanged in 2024 for all NEOs. |

  94. 2024 Annual Bonus Results

    | (2) Canadian dollar amounts have been converted to U.S. dollars using an exchange rate of C$1.00 = US$0.730 (average exchange rate for 2024). |

  95. 2024 Annual Bonus Results

    | (3) Target bonus is based on 2024 blended salary amounts with salary adjustments occurring on April 1, 2024. |

  96. Long-Term Incentive Awards

    Long-Term Incentive Awards LTI awards make up the largest portion of target compensation for our executives. These awards, which are primarily performance-based, are designed to incentivize delivery of our strategy and long-term value creation and payout of these awards correlates with Ovintiv’s stock price performance. LTI awards are granted annually, following approval by the HRC Committee. In setting the target value of LTI awards, the HRC Committee reviews individual performance, retention risk, internal equity and overall market competitiveness. As described on page 48 of this Proxy Statement, the Company’s 2024 compensation program employed two LTI vehicles: RSUs and PSUs. In 2024, 50% of LTI awards granted to the Company’s NEOs were in the form of RSUs and 50% were in the form of PSUs. Compensation from RSUs is based solely on the Company’s stock price over the performance period. PSUs are performance-based, and compensation is only earned if the Company’s stock price performance is above the 25th percentile relative to the PSU Performance Peer Group and if strategic milestones are met.

  97. Long-Term Incentive Awards

    | Ovintiv Inc. | 2025 Proxy Statement | 47 |

  98. LTI Awards Granted in 2024

    LTI Awards Granted in 2024 Details of LTI awards granted to the NEOs in 2024 are shown below. The realized value of the 2024 LTI awards will be determined at the time of vesting based on the NEO’s continued service over the vesting period and company and stock price performance.

  99. LTI Awards Granted in 2024

    | | RSUs | | PSUs | | | | # of Units | Target Value(1) ($) | Target # of Units | Target Value(1)(2) ($) | | Brendan McCracken | 95,046 | $4,700,025 | 95,046 | $4,700,025 | | Corey Code | 29,798 | $1,460,430 | 29,798 | $1,460,430 | | Greg Givens | 35,390 | $1,750,036 | 35,390 | $1,750,036 | | Meghan Eilers | 20,223 | $1,000,027 | 20,223 | $1,000,027 | | Rachel Moore | 14,899 | $730,215 | 14,899 | $730,215 |

  100. LTI Awards Granted in 2024

    Notes:

  101. LTI Awards Granted in 2024

    | (1) Amounts awarded in Canadian dollars have been converted to U.S. dollars using an exchange rate of C$1.00 = US$0.730 (average exchange rate for 2024). Target value is the value approved by the HRC Committee, which is then converted to a number of units based on preceding the 5-day volume weighted average price of shares of Ovintiv common stock as reported on the NYSE/TSX on the date of grant. |

  102. LTI Awards Granted in 2024

    | (2) Actual payouts will range from 0 to 200% of the units granted plus reinvested dividends based on Relative TSR (50%) and Return on Invested Capital (50%) performance over the three-year performance period ending December 31, 2026. |

  103. 2024 PSUs

    2024 PSUs The performance metrics for 2024 PSU awards are Relative TSR and ROIC, creating strong alignment between executive compensation and the shareholder experience. The performance metrics for 2024 PSU awards, together with the weighting and rationale for each metric, are set out below.

  104. 2024 PSUs

    | 2024 PSU Metric | Weighting | Measurement | Rationale for Metric | | Relative TSR | 50% | Three-year TSR relative to our Peer Group | Aligned with the interest and experience of our shareholders | | Return on Invested Capital | 50% | Three-year return on the 2024 capital program from wedge production and cash flow | Aligned with capital discipline and performance and removes impact of prices |

  105. 2022 PSU Settlement

    2022 PSU Settlement Vesting and payout of 2022 PSU awards was assessed by the HRC Committee at its February 2025 meeting. The following table summarizes the payout ranges, the results achieved, and the final payouts for the 2022 PSU awards based on Relative TSR, ROIC and Return on Inventory Renewal Capital performance over the three-year period beginning January 1, 2022, and ending December 31, 2024. The Return on Inventory Renewal Capital goal consisted of an inventory addition target (which was exceeded) and a full cycle rate of return metric represented below.

  106. 2022 PSU Settlement

    | 48 | 2025 Proxy Statement | Ovintiv Inc. |

  107. 2024 Peer Group

    2024 Peer Group We use one peer group for purposes of benchmarking executive compensation and assessing PSU performance (our “Peer Group”). In order to remain competitive and retain top talent, we define our compensation market as a group of North American industry peers of a similar size, industry focus and geography as Ovintiv, and select our Peer Group accordingly. The HRC Committee is careful to include relevant E&P-focused companies, as their performance is similarly linked to changes in commodity prices during similar measurement periods. All members of our Peer Group meet the following criteria:

  108. 2024 Peer Group

    | Peer Group: Evaluation Criteria | | | | Financial and operational comparability | • total assets • production • product mix | • enterprise value • market capitalization • revenues | | Nature and scope of operations | • primarily North American operations • operate in similar North American plays | • upstream E&P | | Identified as competitive peer | • competitor for executive talent • competitor for investment capital | • identified internally or externally as a peer to Ovintiv |

  109. 2024 Peer Group

    | 2024 Peer Group | | | | Antero Resources Corporation | Diamondback Energy, Inc. | Occidental Petroleum Corporation | | APA Corporation | EOG Resources Inc. | Permian Resources Group | | Canadian Natural Resources Ltd. | Enerplus Corporation(2) | Pioneer Natural Resources Company(4) | | Chesapeake Energy Corporation(1) | Hess Corporation | Range Resources Corporation | | Civitas Resources Inc. | Marathon Oil Corporation(3) | S&P 400 Index | | Coterra Energy Inc. | Murphy Oil Corporation | XOP | | Devon Energy Corporation | | |

  110. 2024 Peer Group

    Note:

  111. 2024 Peer Group

    | (1) In October 2024, Chesapeake Energy Corporation acquired Southwestern Energy and was rebranded as Expand Energy Corporation. |

  112. 2024 Peer Group

    | (2) In May 2024, Enerplus Corporation was acquired by Chord Energy Company. |

  113. 2024 Peer Group

    | (3) In November 2024, Marathon Oil Corporation was acquired by ConocoPhillips. |

  114. 2024 Peer Group

    | (4) In May 2024, Pioneer Natural Resources Company was acquired by ExxonMobil Corporation. |

  115. 2024 Peer Group

    The HRC Committee assesses market competitiveness of compensation for the CEO and other members of the ELT each year using data from the Peer Group. To remain competitive, we set annual target compensation for our executives around the median (or 50th percentile) of executives with comparable roles within our Peer Group. Target compensation may be set above or below the median based on various factors, including time in role, sustained performance over time, readiness for promotion, skill set and experience relative to external market counterparts.

  116. 2024 Peer Group

    | Ovintiv Inc. | 2025 Proxy Statement | 49 |

  117. Compensation Risk Management

    | | THE BOARD AND HRC COMMITTEE USE A STRUCTURED DECISION-MAKING PROCESS TO MITIGATE COMPENSATION-RELATED RISK The Board and the HRC Committee mitigate compensation-related risk using a structured decision-making process and program safeguards. The HRC Committee’s structured approach to compensation risk is designed to discourage inadvertent or undue risk-taking by incorporating risk management principles directly into our program design, actively considering risk as a key element of compensation decision-making and requiring annual compensation program risk assessments. Our annual compensation risk assessments are reviewed, and often conducted, by the HRC Committee’s independent compensation consultant. The most recent risk assessment found that our executive and broad-based compensation programs do not create risks that are reasonably likely to have a material adverse effect on Ovintiv. Specific examples of how our program incorporates compensation risk management include: use of balanced, financial and operational performance metrics in our Board-approved Company Scorecard; use of a balanced mix of vehicles in our annual LTI grants; imposition of vesting and payout maximums (or caps) in our PSU grants; and application of our incentive program consistently across Ovintiv, so all employees, including our executives, are pursuing the same objectives. We believe these features reduce risk by diversifying rewards and eliminating reliance on any single or limited number of performance measures to determine executive incentive compensation. Compensation-related risk is mitigated through our corporate governance practices, which include robust stock ownership guidelines, an Incentive Compensation Clawback Policy, and prohibitions regarding hedging of equity awards and stock — all of which apply to incentive-based compensation granted to our executives. |

  118. Equity Grant Timing

    Equity Grant Timing The Company currently approves equity awards to our executive officers at the regularly scheduled HRC Committee and Board meetings in February, with awards granted in March of each year. The Board generally grants director equity awards each year immediately following our annual meeting of shareholders. The Company may also consider and approve interim or mid-year grants from time to time based on business needs and may change its equity grant practices in the future. The Company does not take material nonpublic information into account when determining the timing and terms of equity awards and has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  119. Indebtedness of Directors and Executive Officers

    Indebtedness of Directors and Executive Officers As of the date of this Proxy Statement, there is not, and since January 1, 2024, there has not been, any indebtedness outstanding by, or any guarantees, support agreements, letters of credit or other similar arrangements or understandings provided by, Ovintiv or its subsidiaries to any of our current or former directors (including the director nominees) or executive officers or any of their respective associates.

  120. Summary Compensation Table

    Summary Compensation Table The table below shows the compensation paid or awarded to each of our NEOs in the last three years.

  121. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Stock Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total Compensation ($)(2) | | Brendan McCracken President & Chief Executive Officer | 2024 | 1,130,000 | 9,400,049 | — | 2,005,750 | — | 495,876 | 13,031,675 | | | 2023 | 1,082,500 | 7,750,017 | — | 2,543,875 | — | 407,547 | 11,783,939 | | | 2022 | 1,022,500 | 7,250,046 | — | 1,457,063 | — | 435,764 | 10,165,373 | | Corey Code Executive Vice-President & Chief Financial Officer | 2024 | 572,294 | 2,920,861 | — | 812,658 | — | 134,711 | 4,440,524 | | | 2023 | 540,348 | 2,190,639 | — | 1,015,854 | — | 128,008 | 3,874,849 | | | 2022 | 467,784 | 2,008,120 | — | 507,261 | — | 109,464 | 3,092,629 | | Greg Givens Executive Vice-President & Chief Operating Officer | 2024 | 683,750 | 3,500,071 | — | 970,925 | — | 154,569 | 5,309,315 | | | 2023 | 656,250 | 3,000,087 | — | 1,233,750 | — | 150,528 | 5,040,615 | | | 2022 | 603,750 | 2,500,013 | — | 650,869 | — | 138,319 | 3,892,951 | | Meghan Eilers Executive Vice- President, Midstream & Marketing and General Counsel | 2024 | 495,000 | 2,000,055 | — | 492,030 | — | 121,536 | 3,108,621 | | | 2023 | 472,500 | 1,500,044 | — | 621,810 | — | 117,599 | 2,711,953 | | | 2022 | — | — | — | — | — | — | — | | Rachel Moore Executive Vice-President, Corporate Services | 2024 | 449,073 | 1,460,430 | — | 446,379 | — | 114,956 | 2,470,838 | | | 2023 | 427,167 | 1,168,388 | — | 562,152 | — | 110,261 | 2,267,968 | | | 2022 | 377,057 | 1,095,338 | — | 293,025 | — | 98,634 | 1,864,054 |

  122. Summary Compensation Table

    Notes:

  123. Summary Compensation Table

    | (1) Grant date fair value is calculated by multiplying the number of granted units by the VWAP of shares of Ovintiv common stock, on the five trading days immediately prior to the March 8, 2024 grant date (US$49.45 or C$67.12) (for 2024 awards), the March 8, 2023 grant date (US$44.48 or C$60.72) (for 2023 awards) and the March 7, 2022 grant date (US$46.71 or C$59.02) (for 2022 awards). PSU and RSU compensation expenses are accounted for on a fair value basis, as required by U.S. GAAP. The values reported in this column for 2024 PSU awards were computed based on the achievement of target level performance for each award. The values of the 2024 PSU awards at the grant date if the highest level of performance conditions were achieved would be as follows: Mr. McCracken-$9,400,049; Mr. Code-$2,920,861; Mr. Givens-$3,500,071; Ms. Eilers-$2,000,055; and Ms. Moore-$1,460,430. |

  124. Summary Compensation Table

    | (2) All amounts are presented in U.S. dollars. Amounts paid or awarded in Canadian dollars have been converted to U.S. dollars using the same exchange rate (for each year above) of C$1.00 = US$0.730 (which is the average exchange rate for 2024) for year-over-year comparability. |

  125. Summary Compensation Table

    | Ovintiv Inc. | 2025 Proxy Statement | 53 |

  126. Grants of Plan-Based Awards for 2024

    Grants of Plan-Based Awards for 2024 The following table provides information about 2024 annual bonus opportunities and LTI awards granted to our NEOs in 2024 under the Omnibus Incentive Plan.

  127. Grants of Plan-Based Awards for 2024

    | | Type of award | Grant Date | Approval Date | Estimated future payouts under non-equity incentive plan awards(1)(4) | | | Estimated future payouts under equity incentive plan awards(2) | | | All other stock awards: number of shares of stock or units(3) (#) | Grant date fair value of stock awards(4) | | Name | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Brendan McCracken | | | | $706,250 | $1,412,500 | $2,825,000 | | | | | | | | RSU | 03/08/2024 | 02/22/2024 | | | | | | | 95,046 | $4,700,025 | | | PSU | 03/08/2024 | 02/22/2024 | | | | — | 95,046 | 190,092 | | $4,700,025 | | Corey Code | | | | $286,147 | $572,294 | $1,144,589 | | | | | | | | RSU | 03/08/2024 | 02/22/2024 | | | | | | | 29,798 | $1,460,430 | | | PSU | 03/08/2024 | 02/22/2024 | | | | — | 29,798 | 59,596 | | $1,460,430 | | Greg Givens | | | | $341,875 | $683,750 | $1,367,500 | | | | | | | | RSU | 03/08/2024 | 02/22/2024 | | | | | | | 35,390 | $1,750,036 | | | PSU | 03/08/2024 | 02/22/2024 | | | | — | 35,390 | 70,780 | | $1,750,036 | | Meghan Eilers | | | | $173,250 | $346,500 | $693,000 | | | | | | | | RSU | 03/08/2024 | 02/22/2024 | | | | | | | 20,223 | $1,000,027 | | | PSU | 03/08/2024 | 02/22/2024 | | | | — | 20,223 | 40,446 | | $1,000,027 | | Rachel Moore | | | | $157,176 | $314,351 | $628,702 | | | | | | | | RSU | 03/08/2024 | 02/22/2024 | | | | | | | 14,899 | $730,215 | | | PSU | 03/08/2024 | 02/22/2024 | | | | — | 14,899 | 29,798 | | $730,215 |

  128. Grants of Plan-Based Awards for 2024

    Notes:

  129. Grants of Plan-Based Awards for 2024

    | (1) Represents 2024 annual bonus program opportunities. “Threshold” represents the lowest payout if the threshold level of performance is achieved for every performance metric. “Maximum” represents a payout at 200 percent of target. The actual amounts paid for 2024 are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 53 of this Proxy Statement. |

  130. Grants of Plan-Based Awards for 2024

    | (2) These columns reflect the potential payout range, in units, of PSUs granted in 2024. PSU awards cliff vest at three years from the grant date. Actual payouts will range from 0 to 200 percent of the units granted plus reinvested dividends based on Relative TSR (50 percent) and Strategic Milestones (50 percent) over the three-year performance period ending December 31, 2026. |

  131. Grants of Plan-Based Awards for 2024

    | (3) RSU awards plus reinvested dividends vest annually over a three-year period. |

  132. Grants of Plan-Based Awards for 2024

    | (4) Canadian dollar awards have been converted to U.S. dollars using an exchange rate of C$1.00 = US$0.730 (average exchange rate for 2024). |

  133. Grants of Plan-Based Awards for 2024

    | Ovintiv Inc. | 2025 Proxy Statement | 55 |

  134. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table shows outstanding equity awards held by the NEOs as of December 31, 2024.

  135. Outstanding Equity Awards at Fiscal Year End

    | | | | | | | | Stock Awards | | | | | | Stock Option Awards(1) | | | | | | RSUs | | PSUs | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options | Stock Option exercise price(3) ($) | | Stock Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested(2)(3) ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested(3) ($) | | Brendan McCracken | | | | | | | 187,026 | $7,574,553 | 286,060 | $11,585,430 | | | 10,598 | — | — | | 22.95 | 09/10/2026 | | | | | | | 10,373 | — | — | | 35.80 | 03/08/2026 | | | | | | | 4,326 | — | — | | 54.35 | 02/26/2025 | | | | | | Corey Code | | | | | | | 56,432 | $2,399,463 | 85,659 | $3,642,182 | | | 27,843 | — | — | C$ | 45.05 | 05/08/2026 | | | | | | | 6,997 | — | — | C$ | 47.70 | 03/08/2026 | | | | | | | 4,629 | — | — | C$ | 68.80 | 02/26/2025 | | | | | | Greg Givens | | | | | | | 69,777 | $2,825,969 | 105,225 | $4,261,613 | | | 17,826 | — | — | | 22.95 | 09/10/2026 | | | | | | | 15,058 | — | — | | 35.80 | 03/08/2026 | | | | | | | 3,696 | — | — | | 69.15 | 08/09/2025 | | | | | | Meghan Eilers | | | | | | | 36,911 | $1,494,896 | 53,222 | $2,155,491 | | | 3,710 | — | — | | 35.80 | 03/08/2026 | | | | | | Rachel Moore | | | | | | | 29,179 | $1,240,678 | 45,015 | $1,914,017 | | | 6,427 | — | — | C$ | 47.70 | 03/08/2026 | | | | | | | 2,740 | — | — | C$ | 68.80 | 02/26/2025 | | | | |

  136. Outstanding Equity Awards at Fiscal Year End

    Notes:

  137. Outstanding Equity Awards at Fiscal Year End

    | (1) Stock option awards are currently fully vested and expire seven years from grant date. |

  138. Outstanding Equity Awards at Fiscal Year End

    | (2) The values shown in this column are based on the NYSE or TSX closing price of shares of Ovintiv common stock on December 31, 2024. Awards to U.S. based NEOs were valued based on the NYSE (US$40.50), and those to Canadian-based NEOs were valued based on the TSX (C$58.23). Canadian dollar awards have been converted to U.S. dollars using an exchange rate of C$1.00 = US$0.730 (average exchange rate for 2024). |

  139. Outstanding Equity Awards at Fiscal Year End

    | (3) The values shown in this column are based on the NYSE or TSX closing price of shares of Ovintiv common stock on December 31, 2024. Awards to U.S. based NEOs were valued based on the NYSE (US$40.50), and those to Canadian-based NEOs were valued based on the TSX (C$58.23). The performance metric applied for the 2022 PSU grant is based on a payout of 115%, 2023 and 2024 PSU grants are based on a payout of 100% of the respective target. Canadian dollar awards have been converted to U.S. dollars using an exchange rate of C$1.00 = US$0.730 (average exchange rate for 2024). |

  140. Outstanding Equity Awards at Fiscal Year End

    | 56 | 2025 Proxy Statement | Ovintiv Inc. |

  141. Stock Option Exercises and Stock Vested for 2024

    Stock Option Exercises and Stock Vested for 2024 The following table provides information relating to the value realized upon the exercise of stock options and the vesting of RSUs and PSUs under the Company’s incentive plans during the last fiscal year.

  142. Stock Option Exercises and Stock Vested for 2024

    | | | | Stock Awards | | | | | | Stock Option Awards | | RSUs | | PSUs | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise(1) ($) | Number of shares acquired on vesting (#) | Value realized on vesting(1)(2) ($) | Number of shares acquired on vesting(3) (#) | Value realized on vesting(1)(4) ($) | | Brendan McCracken | — | — | 101,392 | 4,856,095 | 150,538 | 6,907,640 | | Corey Code | — | — | 25,852 | 1,260,023 | 31,312 | 1,526,161 | | Greg Givens | — | — | 32,583 | 1,611,451 | 39,557 | 1,956,460 | | Meghan Eilers | — | — | 12,114 | 599,107 | 7,517 | 371,764 | | Rachel Moore | — | — | 15,119 | 736,835 | 20,876 | 1,017,480 |

  143. Stock Option Exercises and Stock Vested for 2024

    Notes:

  144. Stock Option Exercises and Stock Vested for 2024

    | (1) The value realized on shares acquired on exercise is based on the difference between the closing price per share of Ovintiv common stock on the date of exercise and the grant price. Canadian dollar awards have been converted to U.S. dollars using an exchange rate of C$1.00 = US$0.730 (average exchange rate for 2024). |

  145. Stock Option Exercises and Stock Vested for 2024

    | (2) The values realized upon vesting for RSUs are based on the closing price on the NYSE or TSX at March 8, 2024 (US$49.46 and C$66.75). Mr. McCracken also had RSU grants vest on August 9, 2024 based on NYSE (US$42.49). |

  146. Stock Option Exercises and Stock Vested for 2024

    | (3) The performance multiplier for the 2021 PSU grant was determined to be 113%. |

  147. Stock Option Exercises and Stock Vested for 2024

    | (4) The values realized upon vesting for 2021 PSUs are based on the closing price on the NYSE or TSX at March 8, 2024 (US$49.46 and C$66.75). |

  148. Change in Control Arrangements

    | TREATMENT OF LTIs UPON TERMINATION OR CHANGE IN CONTROL | | | Voluntary or Involuntary Termination Outside a CIC; Retirement | Upon termination under the age of 55, all RSUs, PSUs and unvested stock options are forfeited and canceled, and any vested stock options must be exercised within 60 business days of termination. Upon early retirement between the ages of 55 to 60, whether initiated by Ovintiv or due to the applicable employee’s resignation: (i) unvested RSUs and PSUs vest on a pro-rated basis based on the number of months from the grant date to the date of retirement, and are paid at the scheduled vesting date; (ii) vested stock options or SARs must be exercised within six months of termination of employment; and (iii) unvested options or SARs are canceled. Upon retirement above the age of 60, whether initiated by Ovintiv or due to the applicable employee’s resignation, all outstanding RSUs, PSUs and stock options/SARs will continue to vest according to the vesting schedule, with any vested options or SARs exercisable up to the expiry date. | | Termination Following a CIC | Our LTI award agreements incorporate “double trigger” vesting provisions. For all LTI awards held by our NEOs, both a CIC and subsequent termination, of the executive by the Company (other than for “Cause”) or by the executive for “Good Reason”, in each case, within 24 months following the CIC is required for unvested LTIs to immediately vest. | | Termination Due to Death | Treatment of LTIs upon the death of a NEO is similar to treatment of LTIs for a voluntary or involuntary termination outside a CIC, with the exception that individuals under the age of 55 at the time of death are treated in the same manner as an early retirement between the ages of 55 and 60. |

  149. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table illustrates the amount of compensation payable to each of our NEOs assuming various termination scenarios or a change in control of the Company as if such event occurred on December 31, 2024. The amounts shown below are calculated as of December 31, 2024, and all Canadian dollar amounts have been converted to U.S. dollars using the Bank of Canada exchange rate in effect on such date (being C$1.00 = US$0.695).

  150. Potential Payments Upon Termination or Change in Control

    | 58 | 2025 Proxy Statement | Ovintiv Inc. |

  151. Potential Payments Upon Termination or Change in Control

    | | Voluntary Termination ($) | Involuntary Termination Without Cause(9) ($) | Involuntary Termination Within a Change-in-Control(9) ($) | Termination Due to Death(9) ($) | | Brendan McCracken | | | | | | Salary Severance | | 2,280,000(1) | 3,420,000(1) | | | Annual Incentive Plan | | 3,608,959(2) | 5,413,438(2) | | | Value of Unvested LTIs | | | 23,169,929(3) | 14,532,899 | | Incremental Value (Pension Benefits) | | 418,608(4) | 627,912(4) | | | Other Compensation and Benefits | | 82,620(7) | 123,930(7) | | | TOTAL: | | 6,390,187(8) | 32,755,209 | 14,532,899 | | Corey Code | | | | | | Salary Severance | | | 1,376,969(1) | | | Annual Incentive Plan | | | 1,539,531(2) | | | Value of Unvested LTIs | | | 5,597,911(3) | 3,046,206 | | Incremental Value (Pension Benefits) | | | 154,221(5) | | | Other Compensation and Benefits | | | 169,485(7) | | | TOTAL: | | | 8,838,117 | 3,046,206 | | Greg Givens | | | | | | Salary Severance | | | 1,725,000(1) | | | Annual Incentive Plan | | | 2,140,308(2) | | | Value of Unvested LTIs | | | 6,912,297(3) | 3,761,154 | | Incremental Value (Pension Benefits) | | | 279,450(6) | | | Other Compensation and Benefits | | | 107,505(7) | | | TOTAL: | | | 11,164,560 | 3,761,154 | | Meghan Eilers | | | | | | Salary Severance | | | 1,250,000(1) | | | Annual Incentive Plan | | | 875,000(2) | | | Value of Unvested LTIs | | | 3,573,275(3) | 1,850,810 | | Incremental Value (Pension Benefits) | | | 202,500(6) | | | Other Compensation and Benefits | | | 101,820(7) | | | TOTAL: | | | 6,002,595 | 1,850,810 | | Rachel Moore | | | | | | Salary Severance | | | 1,081,594(1) | | | Annual Incentive Plan | | | 860,355(2) | | | Value of Unvested LTIs | | | 2,919,455(3) | 1,617,297 | | Incremental Value (Pension Benefits) | | | 121,139(5) | | | Other Compensation and Benefits | | | 155,109(7) | | | TOTAL: | | | 5,137,652 | 1,617,297 |

  152. Potential Payments Upon Termination or Change in Control

    | (1) Calculated using 2.5 times NEOs’ base salary, or for the CEO’s in a non-change in control termination 2.0 times and for a change in control termination 3.0 times CEO’s base salary, each as in effect at December 31, 2024. |

  153. Potential Payments Upon Termination or Change in Control

    | (2) Calculated based on the greater of (i) 2.5 times (or 2.0 times for CEO in non-change in control termination and 3.0 times in a change in control termination) current target Bonus or (ii) 2.5 times (or 2.0 times for CEO in non-change in control termination and 3.0 times in a change in control termination) the average of annual bonus award paid in the immediately preceding three years from 2022 to 2024, inclusive. |

  154. Potential Payments Upon Termination or Change in Control

    | (3) The PSU amounts have been valued, for illustration purposes, based on a payout of 100% of the respective target amount using the NYSE or TSX closing price of shares of Ovintiv common stock, on December 31, 2024, or US$40.50 and C$58.23 respectively. Value of 2024, 2023 and 2022 RSU grants reflects all RSUs outstanding as of December 31, 2024 valued, for illustration purposes, based on the NYSE or TSX closing price of shares of Ovintiv common stock on December 31, 2024, or US$40.50 and C$58.23 respectively. |

  155. Potential Payments Upon Termination or Change in Control

    | (4) In the event of a CIC and termination of employment, Mr. McCracken would be compensated based on additional service for purposes of his U.S. Defined Contribution Pension Plan participation of 36 months or, in the case of a non-change in control termination, 24 months. The incremental value is equal to 13% of two times his annual base salary plus 8% of two times his annual bonus (capped at 67% of base salary). |

  156. Potential Payments Upon Termination or Change in Control

    | (5) In the event of a CIC and termination of employment, Mr. Code and Ms. Moore would be compensated based on additional service for purposes of their Canadian Defined Contribution Pension Plan participation of 30 months. The incremental value is equal to 8% of two times their annual base salary plus 8% of two times their annual bonus (capped at 40% of base salary). |

  157. Potential Payments Upon Termination or Change in Control

    | (6) In the event of a CIC and termination of employment, Mr. Givens and Ms. Eilers would be compensated based on additional service for purposes of their U.S. Defined Contribution Pension Plan participation of 30 months. The incremental value is equal to 13% of two times their annual base salary plus 8% of two times their annual bonus (capped at 40% of base salary). |

  158. Potential Payments Upon Termination or Change in Control

    | (7) Includes other compensation, including perquisites, annual allowances and five percent matching of participant contributions, calculated using 30 months for NEOs, or for the CEO, in a non-change in control termination 30 months and for a change in control termination 36 months. |

  159. Potential Payments Upon Termination or Change in Control

    | (8) Reflects estimated value for without cause termination pursuant to Mr. McCracken’s offer of employment dated June 8, 2021. |

  160. Potential Payments Upon Termination or Change in Control

    | (9) All amounts are presented in U.S. dollars. Amounts paid or awarded in Canadian dollars have been converted to U.S. dollars using an exchange rate of C$1.00 = US$0.695 (exchange rate for December 31, 2024). |

  161. Potential Payments Upon Termination or Change in Control

    | Ovintiv Inc. | 2025 Proxy Statement | 59 |

  162. 2024 Non-qualified Deferred Compensation

    2024 Non-qualified Deferred Compensation The table below provides information relating to the compensation deferred during fiscal year 2024 under the terms of the NQDC by the NEOs:

  163. 2024 Non-qualified Deferred Compensation

    | Name | Executive contributions in last fiscal year(1)(5) ($) | Registrant contributions in last fiscal year(2)(5) ($) | Aggregate earnings in last fiscal year(3)(5) ($) | Aggregate withdrawals/ distributions(5) ($) | Aggregate balance at last fiscal year end(4)(6) ($) | | Brendan McCracken | - | $161,010 | $80,156 | - | $560,492 | | Corey Code | - | $39,759 | $4,409 | - | $274,712 | | Greg Givens | - | $64,130 | $30,341 | - | $305,184 | | Meghan Eilers | - | $32,610 | $9,442 | - | $93,236 | | Rachel Moore | - | $26,046 | $11,086 | - | $89,704 |

  164. 2024 Non-qualified Deferred Compensation

    Notes:

  165. 2024 Non-qualified Deferred Compensation

    | (1) These include contributions made through election in the NQDC Plan and deferrals elected by NEOs through the Employee DSU Plan. These amounts are reported in the “Non-Equity Incentive Plan Compensation” column (for 2023 annual bonus award paid in 2024) of the Summary Compensation Table on page 53 of this Proxy Statement. |

  166. 2024 Non-qualified Deferred Compensation

    | (2) These include contributions made by Ovintiv to the NEO through the NQDC Plan and Canadian Supplemental DC Plan. These amounts are reported in the All Other Compensation column of the Summary Compensation Table on page 53 of this Proxy Statement. |

  167. 2024 Non-qualified Deferred Compensation

    | (3) Earnings are not included in the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” column of the Summary Compensation Table on page 53 of this Proxy Statement as they are not above-market or preferential earnings. |

  168. 2024 Non-qualified Deferred Compensation

    | (4) The aggregate balances shown in this column include the following amount that was reported in the Summary Compensation Table in previous years: Mr. McCracken $313,684; Mr. Code $54,814; Mr. Givens $182,064; Ms. Eilers $44,671; and Ms. Moore $17,985. |

  169. 2024 Non-qualified Deferred Compensation

    | (5) Canadian amounts are converted from Canadian dollars to U.S. dollars using the average exchange rate during 2024 of C$1.00 = US$0.730. |

  170. 2024 Non-qualified Deferred Compensation

    | (6) Canadian amounts are converted from Canadian dollars to U.S. dollars using the December 31, 2024 exchange rate of C$1.00 = US$0.695. |

  171. 2024 Non-qualified Deferred Compensation

    | Ovintiv Inc. | 2025 Proxy Statement | 61 |

  172. CEO Pay Ratio

    CEO Pay Ratio Mr. McCracken’s 2024 annual total target compensation was $13,031,675 as reflected in the Summary Compensation Table included in this Proxy Statement. Our median employee’s annual total compensation for 2024 calculated in accordance with Item 402 of Regulation S-K (which includes 2024 base salary, target grant date fair value of LTI awards, annual bonus, Company contributions to retirement plan, annual allowance and other benefits) was $191,240. As a result, in accordance with Item 402(u) of Regulation S-K, we estimate that Mr. McCracken’s 2024 annual total compensation was approximately 68.1 times that of our median employee. The median employee was determined based on actual 2024 total compensation for the period from January 1, 2024 to December 31, 2024, for the employee population as of December 31, 2024. We used a foreign exchange rate of C$1.00 = US$0.730 (the average exchange rate during 2024) to convert Canadian compensation into U.S. dollars for purposes of comparison. The rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  173. Advisory Regarding Non-GAAP Measures

    Advisory Regarding Non-GAAP Measures Ovintiv’s consolidated financial statements for the year ended December 31, 2024 are presented in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Certain measures in this Proxy Statement do not have any standardized meaning as prescribed by U.S. GAAP and, therefore, are considered non-GAAP measures. These measures may not be comparable to similar measures presented by other companies and should not be viewed as a substitute for measures reported under U.S. GAAP. This Proxy Statement contains references to non-GAAP measures as follows: Non-GAAP Cash Flow, Non-GAAP Free Cash Flow Non-GAAP Cash Flow (or Cash Flow) is defined as cash from (used in) operating activities excluding net change in other assets and liabilities, and net change in non-cash working capital. Non-GAAP Free Cash Flow (or Free Cash Flow) is Non-GAAP Cash Flow in excess of capital expenditures, excluding net acquisitions and divestitures. Management believes these measures are useful to the Company and its investors as a measure of operating and financial performance across periods and against other companies in the industry, and are an indication of the Company’s ability to generate cash to finance capital investment programs, to service debt and to meet other financial obligations. These measures are used, along with other measures, in the calculation of certain performance targets for the Company’s management and employees. Non-GAAP Cash Flow is also referenced in the Company’s 2024 Annual Report on Form 10-K in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations on page 53.

  174. Advisory Regarding Non-GAAP Measures

    | ($ millions) | 2024 | | Cash From (used in) Operating Activities | 3,721 | | Deduct (Add back): | | | Net change in other assets and liabilities | (74) | | Net change in non-cash working capital | (247) | | Non-GAAP Cash Flow | 4,042 | | Less: capital expenditures | 2,303 | | Non-GAAP Free Cash Flow | 1,739 | | Other Adjustments(1) | 222 | | Non-GAAP Free Cash Flow, including Other Adjustments(2) | 1,961 |

  175. Advisory Regarding Non-GAAP Measures

    | (1) Other adjustments includes cash settled long-term incentive costs, capitalized long-term incentive costs, transaction costs, one-time legal costs and net settlement proceeds related to previous dispositions of certain legacy assets. |

  176. Advisory Regarding Non-GAAP Measures

    | (2) This measure is used as an internal metric for the Company’s Scorecard. |

  177. Advisory Regarding Non-GAAP Measures

    Net Debt Net Debt is defined as long-term debt, including the current portion, less cash and cash equivalents.

  178. Advisory Regarding Non-GAAP Measures

    | ($ millions) | 2024 | | Long-Term Debt, Including Current Portion | 5,453 | | Less: Cash and Cash Equivalents | 42 | | Net Debt | 5,411 |

  179. Advisory Regarding Non-GAAP Measures

    | Ovintiv Inc. | 2025 Proxy Statement | 67 |

  180. Advisory Regarding Non-GAAP Measures

    Non-GAAP Total Costs Non-GAAP Total Costs is defined as the summation of production, mineral and other taxes, upstream transportation and processing expense, upstream operating expense and administrative expense, excluding the impact of long-term incentive, restructuring and legal costs, and current expected credit losses. It is calculated as total operating expenses excluding non-upstream operating costs and non-cash items which include operating expenses from marketing activities, and the Corporate and Other segment, depreciation, depletion and amortization, impairments, accretion of asset retirement obligation, long-term incentive, restructuring and legal costs, and current expected credit losses. When presented on a per BOE basis, Non-GAAP Total Costs is divided by production volumes. Management believes this measure is useful to the Company and its investors as a measure of operational efficiency across periods.

  181. Advisory Regarding Non-GAAP Measures

    | ($ millions) | 2024 | | Total Operating Expenses | 7,573 | | Deduct (add back): | | | Operating expenses from marketing activities | 1,655 | | Depreciation, depletion and amortization | 2,290 | | Impairments | 450 | | Accretion of asset retirement obligation | 19 | | Long-term incentive costs | 61 | | Restructuring and legal costs | 42 | | Non-GAAP Total Costs | 3,056 | | Divided by: | | | Production Volumes (MMBOE) | 214.1 | | Non-GAAP Total Costs ($/BOE) | 14.28 | | Non-GAAP Total Costs | 3,056 | | Other Adjustments(1) | (192) | | Non-GAAP Total Costs, including Other Adjustments(2) | 2,864 | | Divided by: | | | Production Volumes (MMBOE) | 214.1 | | Non-GAAP Total Costs, including Other Adjustments(2) ($/BOE) | 13.38 |

  182. Advisory Regarding Non-GAAP Measures

    | (1) Other adjustments excludes production, mineral and other taxes and includes capitalized indirect costs. |

  183. Advisory Regarding Non-GAAP Measures

    | (2) This measure is used as an internal metric for the Company’s Scorecard. |

  184. Advisory Regarding Non-GAAP Measures

    | 68 | 2025 Proxy Statement | Ovintiv Inc. |