DEVON ENERGY CORP (DVN)
Sector: Energy
2026 Annual Meeting Analysis
DEVON ENERGY CORP · Meeting: June 30, 2026
Directors FOR
8
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Fox has served on Devon's board since June 2019 (approximately 7 years), giving her full exposure to the 3-year underperformance period; Devon's 3-year total shareholder return of +0.3% trails the company-disclosed peer group median of +40.3% by 40.0 percentage points, exceeding the 35-percentage-point threshold that applies when a company's absolute 3-year return falls in the low-positive range (0–20%); applying the 5-year mitigant, Devon's 5-year return of +113.9% trails the peer median of +141.3% by 27.4 percentage points, which does not exceed the 35-percentage-point threshold for the strong-positive tier, so the 5-year check downgrades the vote back to FOR — however, Ms. Fox is also a sitting CEO (Nine Energy Service) and serves on Devon's board as an outside commitment, and Nine filed for bankruptcy protection in February 2026, raising a separate director qualification concern about her capacity to contribute to Devon's oversight; on balance, the TSR trigger is mitigated by the 5-year check, but the bankruptcy of her primary employer during her tenure is a meaningful negative qualification signal; vote is AGAINST on qualification grounds.
Mr. Gaspar joined Devon's board in March 2025 (approximately 15 months ago), which is within the 24-month exemption window, so the TSR trigger does not apply to him in his capacity as a director; however, as President and CEO he bears primary executive accountability for company performance, and the policy notes that executive directors are subject to the same TSR trigger as other directors independent of the Say on Pay vote — given his tenure is under 24 months the trigger is formally exempt, so the vote is FOR on the TSR screen; no overboarding, attendance, or independence concerns apply to an inside director; vote is FOR.
Mr. Kindick has served on Devon's board since January 2021 (approximately 5 years), giving him full exposure to the 3-year underperformance period; Devon's 3-year total shareholder return of +0.3% trails the company-disclosed peer group median of +40.3% by 40.0 percentage points, exceeding the 35-percentage-point threshold that applies when absolute 3-year return is in the low-positive range; applying the 5-year mitigant, Devon's 5-year return of +113.9% trails the peer median of +141.3% by 27.4 percentage points, which does not exceed the 35-percentage-point threshold applicable to the strong-positive 5-year tier, meaning the 5-year track record is adequate and the vote is downgraded from AGAINST to FOR — vote is FOR.
For Analysis
Joined the board in May 2026 following the Coterra merger, giving him less than 24 months of tenure on Devon's board, which exempts him from the TSR underperformance trigger under policy; no overboarding, independence, attendance, or qualification concerns identified.
Joined the board in May 2026 following the Coterra merger, giving her less than 24 months of tenure on Devon's board, which exempts her from the TSR underperformance trigger; she is a sitting CEO (of Solaris Energy Infrastructure) but holds only one outside public board seat (Devon), which is within the policy limit; no other concerns identified.
Joined the board in May 2026 following the Coterra merger, giving him less than 24 months of tenure on Devon's board, which exempts him from the TSR underperformance trigger; serves on the audit committee and has been designated an audit committee financial expert, satisfying the financial expertise requirement; no overboarding, independence, attendance, or qualification concerns identified.
Mr. Kurz has served since January 2021 (approximately 5 years) and is subject to the TSR trigger; Devon's 3-year return of +0.3% trails the peer median by 40.0 percentage points, exceeding the 35-point threshold, but the 5-year mitigant applies — the 5-year gap of 27.4 percentage points does not exceed the 35-point threshold, so the vote is downgraded from AGAINST to FOR; he holds two current public board seats (Devon, AWK, TPL — actually three public directorships in addition to Devon), which raises an overboarding concern: he serves on American Water Works and Texas Pacific Land in addition to Devon, totaling three public company board seats, which is within the four-seat limit for non-executive directors; no attendance or independence concerns; vote is FOR.
Joined the board in May 2026 following the Coterra merger, giving him less than 24 months of tenure on Devon's board, which exempts him from the TSR underperformance trigger; no overboarding, attendance, or qualification concerns identified.
Joined Devon's board in October 2025 (approximately 8 months ago), giving him less than 24 months of tenure, which exempts him from the TSR underperformance trigger; no overboarding (holds no current public board seats), attendance, or independence concerns identified.
Joined the board in May 2026 following the Coterra merger, giving him less than 24 months of tenure on Devon's board, which exempts him from the TSR underperformance trigger; holds one current public board seat (Service Corporation International) in addition to Devon, well within the four-seat limit; no attendance, independence, or qualification concerns identified.
Ms. Williams has served since January 2021 (approximately 5 years) and is subject to the TSR trigger; Devon's 3-year return of +0.3% trails the peer median by 40.0 percentage points, exceeding the 35-point threshold, but the 5-year mitigant applies — the 5-year gap of 27.4 percentage points does not exceed the 35-point threshold, so the vote is downgraded from AGAINST to FOR; she chairs the audit committee and has been designated an audit committee financial expert, with 35 years of audit experience at Ernst & Young; no overboarding or independence concerns; vote is FOR.
Devon's 11-director slate is a post-merger board combining six legacy Devon directors and five from legacy Coterra. The 3-year TSR underperformance trigger fires for directors with tenure exceeding 24 months (Devon's stock returned +0.3% over three years versus a peer median of +40.3%, a gap of 40.0 percentage points against a 35-point threshold), but the 5-year mitigant applies to all long-tenured legacy Devon directors because the 5-year underperformance gap of 27.4 percentage points does not exceed the applicable 35-point threshold — resulting in FOR votes for Kindick, Kurz, and Williams on TSR grounds. The vote against Ann G. Fox is driven by a director qualification concern: her primary employer (Nine Energy Service) filed for bankruptcy in February 2026 during her tenure on Devon's board, raising a meaningful question about her capacity to contribute to Devon's oversight. All five Coterra-legacy directors joined in May 2026 and are exempt from the TSR trigger. Brent Smolik joined in October 2025 and is also exempt. Clay Gaspar (CEO, joined March 2025) is within the 24-month exemption window.
Say on Pay
✓ FORCEO
Clay M. Gaspar
Total Comp
$12,566,384
Prior Support
64.5%%
Devon received only 64.5% support on its Say on Pay vote at the 2025 annual meeting, which is below the 70% threshold that would automatically trigger a No vote if no changes were made — however, the company engaged in extensive shareholder outreach (approximately 550 investor interactions), increased the performance-based portion of the CEO's long-term stock award from 60% to 67%, enhanced disclosure on goal-setting, and adjusted the 2026 performance scorecard composition in direct response to shareholder and proxy advisor feedback, constituting meaningful and visible changes to the compensation program. CEO total compensation of $12.6 million was set deliberately below the 50th percentile of peers for 2025 (the company's first year of Mr. Gaspar's tenure as CEO), with approximately 90% of CEO pay delivered in variable, performance-linked forms (annual cash incentives and equity awards tied to TSR), satisfying the pay mix requirement. The company has a compliant Dodd-Frank clawback policy in place, and the pay-for-performance structure — with long-term equity awards measured against peer total shareholder return — is appropriately designed even in a year when Devon's 3-year stock performance lagged peers, because the incentive structure itself is sound and the company took concrete steps to address prior shareholder concerns.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$3,900,000
Non-Audit Fees
$600,000
The non-audit fees paid to KPMG in 2025 were $600,000 (an enterprise resource planning system assessment) versus audit fees of $3,900,000, giving a non-audit ratio of approximately 15%, well below the 50% threshold that would raise independence concerns; KPMG's specific tenure is not disclosed in the proxy so the tenure trigger cannot fire; KPMG is a Big 4 firm appropriate for a large-cap company of Devon's size; the audit committee is fully independent and includes three designated financial experts; no material restatements were identified.
Overall Assessment
Devon Energy's 2026 annual meeting ballot contains three standard proposals: director elections, KPMG auditor ratification, and an advisory Say on Pay vote. The primary governance concern is Devon's 3-year stock underperformance relative to its energy peers (trailing the peer median by 40 percentage points), but because the 5-year performance gap is within acceptable bounds, the policy's 5-year mitigant applies to long-tenured legacy directors, resulting in FOR votes for most incumbents; the sole AGAINST vote in the director slate is driven by a director qualification concern regarding Ann G. Fox, whose primary employer filed for bankruptcy in 2026. The Say on Pay vote is FOR despite last year's low 64.5% approval because the company made concrete, responsive changes to its executive compensation program following shareholder engagement.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing