Devon Energy Corp — Definitive Proxy Statement (DEF 14A)

Date and Time

Location

Record Date

Tuesday, June 30, 2026
10:00 a.m. (Central Time)

Online at:
www.virtualshareholdermeeting.com/DVN2026

Monday, May 18, 2026

Proposal

Board Vote
Recommendation

Page
Reference

Item 1.

Election of Directors

Vote FOR each director nominee

8

Item 2.

Ratify the selection of the independent auditor for 2026

Vote FOR

40

Item 3.

Approve, in an advisory vote, executive compensation

Vote FOR

46

Item 4.

Online Before the meeting you may vote your shares through the Internet by following the directions on your proxy card. Internet voting is available 24 hours a day. To vote online, you will need the control number located on your proxy card.

Phone Call 1-800-690-6903 from a touch-tone phone and follow the voice instructions. To vote by phone, you will need the control number located on your proxy card.

Mail If you received a proxy card by mail, you can complete, sign, and date the form and return it by mail using the postage-paid envelope included in your package.

At The Meeting Stockholders as of May 18, 2026, can vote at the meeting by visiting www.virtualshareholdermeeting.com/​DVN2026. To vote at the meeting, you will need the control number included on your proxy card. Online check-in will begin at 9:45 a.m. Central Time.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held
on June 30, 2026

Our 2026 Proxy Materials, including the 2026 Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2025 are available at www.proxydocs.com/dvn.

Date and Time

Location

Record Date

Tuesday, June 30, 2026
10:00 a.m. (Central Time)

Online at:
www.virtualshareholdermeeting.com/DVN2026

Monday, May 18, 2026

Proposal

Board Vote
Recommendation

Page
Reference

Item 1.

Election of Directors
The Board is committed to including members with varying perspective, experience, and expertise that align with our business strategy. The Board believes that each of the director nominees named herein has skills and experiences that are highly relevant for an upstream energy company like Devon.

Vote FOR each
director nominee

8

Item 2.

Ratify the selection of the independent auditor for 2026
The Audit Committee has appointed KPMG LLP (KPMG) to serve as Devon’s independent registered public accounting firm for 2026 and this appointment is being submitted to our stockholders for ratification. The Audit Committee and the Board believe that the continued retention of KPMG is in the best interest of the Company and our stockholders.

Vote FOR

40

Item 3.

Approve, in an advisory vote, executive compensation
Devon seeks an advisory vote from its stockholders to approve the compensation of the named executive officers (NEOs) as disclosed in this Proxy Statement. The Board values the opinions of our stockholders and will take into account the outcome of this advisory vote when considering future executive compensation decisions.

Vote FOR

46

Item 4.

PREMIER MULTI-BASIN PORTFOLIO

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■

Acreage located in top US resource plays

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Underpinned by world-class Delaware Basin position

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DIVERSIFIED COMMODITY MIX

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Balanced exposure to oil and natural gas production

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Access to premium markets improves realized prices on production

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OPERATING SCALE ENHANCES PROFITABILITY

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Low-cost structure drives differentiated margins

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Track record of improving efficiencies and lowering cost of supply

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DEEP INVENTORY OF REPEATABLE OPPORTUNITIES

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Multi-year low-risk development inventory

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Resource upside from ongoing appraisal and exploration activity

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Operating excellence

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Operating safely, reliably, and in an environmentally responsible manner

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Track record of improving capital efficiency and enhancing margins

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Advantaged asset portfolio

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Diversified multi-basin portfolio in top U.S. resource plays

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Inventory depth underpins long-term sustainability

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Maintaining financial strength and flexibility

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Disciplined reinvestment to maximize free cash flow

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Committed to maintaining low leverage

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Delivering value to stockholders

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Dedicated to sustainable, annual growth in fixed dividend

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Enhancing return of capital with a share buyback program

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Culture of innovation and results

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Leveraging emerging technologies to drive superior results

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Employee actions delivering value creation

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Delivered $2.6 billion of net earnings, or $4.17 per share; $2.5 billion of core earnings (Non-GAAP) attributable to Devon, or $3.92 per share.1

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Produced a record 840,000 barrels of oil equivalent per day, including 389,000 barrels of oil per day which is a 12% year-over-year increase.

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Delivered an incremental 9,000 barrels of oil per day in 2025 while reducing capital spend by nearly $500 million since the Company’s preliminary guidance, resulting in a capital efficiency improvement of more than 15%.

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Generated $6.7 billion of operating cash flow and $3.1 billion of free cash flow.2

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Returned approximately $2.2 billion to stockholders through dividends, share repurchases, and debt retirement, and following the close of the Merger, the Board approved a 33% increase to the quarterly fixed dividend to $0.32 per share for the second quarter and a new share repurchase authorization of $8 billion.

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Achieved 85% of the $1 billion business optimization target in 2025 and fully achieved the goal in the second quarter of 2026.

​

1.

Core earnings attributable to Devon and core earnings per share attributable to Devon are not calculated in accordance with GAAP. Please refer to Appendix A for additional information regarding these financial measures, including reconciliations to their most directly comparable GAAP measures.

​

2.

Free cash flow is not calculated in accordance with GAAP. Devon defines free cash flow as total operating cash flow less capital expenditures, excluding acquisitions (for 2025, $6.7 billion less $3.6 billion). Devon believes free cash flow provides a useful measure of available cash generated by operating activities for other investing and financing activities.

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82% Independence – Nine of Devon’s 11 current Directors qualify as independent under New York Stock Exchange (NYSE) and Securities and Exchange Commission (SEC) standards. We believe that independent board members bring fresh perspectives and a range of skills to their oversight of the Company.

Lead Independent Director – In May 2026, the Board appointed Brent Smolik to serve as the Board’s lead independent director (Lead Director), a position that allows Mr. Smolik to, among other things, call independent Director executive sessions and participate in the development of agendas for Board meetings.

Average Tenure of 2 Years on Devon Board and 6 Years with Legacy Board Service – Our Board nominees consist of 11 directors: six are from legacy Devon, and five are from legacy Coterra. Based on service on Devon’s Board, our Board nominees have an average tenure of two years. With legacy Board service included, average tenure is approximately six years. The balance of experience and perspectives, including Board service at the legacy companies, provides a solid foundation for governance at the Company.

Skills and Competencies – In selecting the post-Merger Board, the Board sought a range of skills and competencies that are highly relevant for a company with Devon’s profile and ambition. The post-Merger Board nominees include upstream oil and gas leaders as well as energy infrastructure and service provider executives and financial experts.

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Reduced GHG emissions intensity by 26% and methane emissions intensity by 45% in 2024 compared to 2019.

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Reduced flared volumes by 72% and flaring intensity by 76% in 2024 compared to 2019.

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Used 95 million barrels of recycled water in 2024, an increase of 14% compared to 2023.

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As reflected in the Compensation Discussion and Analysis of this Proxy Statement, the Company achieved corporate goals for 2025 for year-over-year reductions in Company-wide methane detections intensity and spill rates. Additional information will be provided in our 2026 Sustainability Report, which we expect to publish later this year.

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Invested $1.5 million in STEM education in 2024.

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Opened STEM centers in 22 elementary schools, three middle schools, one sixth grade center, and one after school program, bringing our total to 188 STEM centers across the company since 2019.       

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Impacted 108,805 students and 3,163 teachers through our STEM investments.

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Raised a record $2.78 million (employee giving plus Devon match) for local food banks and United Way agencies through our annual companywide Give for Good campaign.

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Our culture beliefs:

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We believe it is foundational to Devon’s success now and in the future that our team include people with a variety of backgrounds, perspectives, experiences, and abilities.

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We believe fairness is at the core of our culture, policies, and practices, and strive for all employees to have access to opportunities.

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We believe in relationships and will ensure all employees feel seen, valued, heard, and connected.

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Make efforts to align our corporate information security policy and program with the National Institute of Standards and Technology (NIST) Cybersecurity Framework for risk assessment.

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Require and pay for Devon security operations team professionals to earn industry certifications in security essentials and incident handling.

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Provide training, recognition, and enforcement to enhance our culture of prevention.

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Use leading practices in our external-facing website.

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Our Board of Directors recommends that stockholders vote “FOR” the election of the director
nominees listed in the pages that follow.

Review the Mix of Skills, Experience, and Characteristics of the Board

As part of its ordinary course discussions, Devon’s Board conducts self-evaluations and considers the composition of the Board in relation to the strategic plan of the Company and other areas that are critical for the performance of the Board’s responsibilities. Devon’s Governance, Environmental, and Public Policy (GEPP) Committee provides support for any search for new Board members by, among other things, identifying certain skills, experience, and characteristics that may be valuable for the Board in light of potential departures from the Board through retirement or otherwise.

Identify Board Candidates and Consider Resources to Assist in Search Process

Devon’s Corporate Governance Guidelines describe key aspects of Devon’s Board recruitment. Baseline qualifications for a Board member include integrity and accountability, ability to exercise informed judgement, peer respect, and high performance standards. The GEPP Committee is committed to seeking qualified candidates with a range of experience, perspective, and expertise. The GEPP Committee considers potential candidates identified by a range of sources (e.g., other organizations that develop board talent; referrals from stockholders, Directors, and management) and often utilizes the expertise of a third-party search firm.

Undertake In-Depth Review of Potential Board Candidates

The GEPP Committee conducts a fulsome review of many potential Board candidates. From this initial screening, a preliminary group of potential candidates is identified, which leads to additional diligence on the candidates. The background of the candidates is reviewed for potential conflicts of interest. The Chair of the GEPP Committee and other Directors often meet with the candidates. The Chair of the GEPP Committee keeps the Board apprised of the status of the process.

Focus Search and Perform Final Review

Candidates interview with the Board. The interviews often occur in an in-person, small-group setting. The Board meets in executive session—with and without management Directors present—to discuss the candidates, arrive at a consensus on potential appointments, and consider potential Committee assignments for the candidates. A more rigorous diligence process is performed, including background checks, reference checks, and independence and related person transaction evaluation.

Finalize Decision and Make Appointments

The GEPP Committee reviews the results of final diligence on candidates, recommends appointments to the Board, and arrives at preliminary independence determinations and proposed Board Committee assignments for the candidates. The Board meets to review the GEPP Committee’s recommendation, approves the appointments, and takes other actions associated with appointments.

Type of Fee

Amount

Name

Fees Earned or
Paid in Cash
($)

Stock Awards2
($)

All Other
Compensation3
($)

Total
($)

100,000

230,009

—

330,009

187,500

317,525

15,000

520,025

100,000

230,009

15,000

345,009

102,000

230,009

10,000

342,009

120,000

230,009

15,000

365,009

43,714

—

—

43,714

120,209

230,009

15,000

365,218

102,000

230,009

10,000

342,009

120,000

230,009

15,000

365,009

25,500

154,403

—

179,903

125,000

230,009

—

355,009

1

During 2024 and until his retirement from the Board on March 1, 2025, Richard E. Muncrief served (i) as a member of the Board and (ii) as an executive officer of the Company. Effective on March 1, 2025, Mr. Gaspar was appointed to the Board and to the positions of President and CEO of the Company. Because they were employees of the Company for the entire time that they served as Directors, Messrs. Muncrief and Gaspar received no additional compensation for their services as Directors.

​

2

The dollar amounts reported in this column represent the grant date fair values of each stock award made to a non-management Director in 2025, computed in accordance with FASB ASC Topic 718. For all non-management Directors, other than Messrs. Krenicki and Smolik who are referenced in footnotes 4 and 5 below, amounts include $230,009, which is the grant date fair value of an award made on June 4, 2025. For Mr. Bethancourt, the amount also includes the value of the award made to him on June 4, 2025, as Devon’s non-executive Board Chair (i.e., $87,516), The assumptions used to value stock awards are discussed in Note 4—Share-Based Compensation of the Notes to Consolidated Financial Statements included in the 2025 Form 10-K. As of December 31, 2025, no stock awards are outstanding for any non-management Director since stock awards to non-Management Directors vest immediately.

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3

All amounts are matching contributions made by Devon under the programs described above under “Director Compensation.”

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4

Mr. Krenicki retired from the Board at Devon’s 2025 Annual Meeting of Stockholders (June 4, 2025).

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5

Mr. Smolik was appointed to the Board on October 1, 2025 and received a pro-rated stock award that vested immediately.

​

Governance, Environmental, and Public Policy Committee Report

The GEPP Committee is currently comprised of four independent Directors and operates under a written charter approved by the Board. The GEPP Committee Charter and the other documents referenced in this report may be viewed at www.devonenergy.com. Below is a summary of key features of our corporate governance framework, including our approach to Board nominations.

Corporate Governance

The GEPP Committee plays a leadership role in shaping the Company’s corporate governance. It reviews the Company’s corporate governance practices along with best practices followed by other companies to maintain a corporate governance framework for the Company that is effective and functional and that addresses the interests of the Company’s stakeholders.

Highlights of Our
Corporate Governance Framework

Principal Documents for Our
Corporate Governance Standards

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Annual election of Directors

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Majority voting in uncontested elections

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Independent Lead Director in the event the Chair of the Board is not independent

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Executive sessions of independent Directors

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Stockholder right to call a special meeting

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Proxy access right

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Board participation in succession planning

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Corporate Governance Guidelines

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Charters for each of the Board’s Committees

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Code of Business Conduct and Ethics for all Directors, officers, and employees

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Code of Ethics for the Chief Executive Officer, Chief Financial Officer, and designated Principal Accounting Officer

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Qualifications of Our Directors

Expectations of Our Directors

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Integrity and accountability

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Informed judgment

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Peer respect

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High performance standards

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Mandatory retirement for non-management Directors at the Annual Meeting immediately following the 75th birthday of a Director

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Ownership of Devon common stock equal to five times the Director’s annual retainer to be reached by the end of a five-year period after election along with a holding requirement for those who have yet to meet the ownership requirement

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Recommendation that a Director not serve on more than three public company boards in addition to serving on the Company’s Board

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Approval of the GEPP Committee to serve as a director, officer, or employee of a competitor of the Company

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Requirement that a Director advise the Chair of the Board and the Chair of the GEPP Committee in advance of accepting any invitation to serve on other public company boards or any assignment to the audit or compensation committees of the board of any public company of which such Director is a member

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Requirement that a Director promptly advise the Chair of the Board and the Chair of the GEPP Committee upon accepting service on private or non-profit boards

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Respectfully submitted,

The Governance, Environmental, and Public Policy Committee*

Kelt Kindick, Chair
Ann G. Fox
Michael N. Mears
Robert A. Mosbacher, Jr.

*

As of May 7, 2026, in connection with the Merger, Ms. Fox no longer serves on the GEPP Committee, Messrs. Mears and Mosbacher resigned from the Board, and Messrs. Hernandez, Smolik, and Watts were appointed to the GEPP Committee.

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1

Messrs. Jorden (Chair), Gaspar, and Smolik are the sole members of Devon’s Dividend Committee. The Board maintains a dividend committee for the limited purpose of assisting with the declaration and payment of dividends on Devon’s common stock in accordance with the dividend policy of the Company.

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2

Audit committee financial expert.

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3

Lead Director.

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Jacinto J. Hernandez

Kelt Kindick

Jeffrey E.
Shellebarger

Brent Smolik

Valerie M. Williams
   Committee Chair

COMMITTEE
RESPONSIBILITIES

•

Monitors the integrity of the Company’s financial statements and reporting system;

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•

Oversees the Company’s compliance with legal and regulatory requirements;

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•

Appoints the Company’s independent auditors and monitors their performance, qualifications, and independence;

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•

Oversees the Company’s internal audit function and reviews significant internal audit findings and management’s actions to address those findings;

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•

Oversees related person transactions and other potential conflicts of interest situations where appropriate;

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•

Reviews the Company’s financial and cybersecurity risk exposure and the steps management has taken to monitor and control such exposure; and

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•

Monitors the business practices and ethical standards of the Company.

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RECENT ACTIVITIES AND
KEY FOCUS AREAS

•

Reviewed and discussed the audit results prior to the filing of Devon’s 2025 Form 10-K and met with the independent auditor concerning the results;

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•

Reviewed and discussed the earnings materials and periodic reports for each quarter of the year;

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•

Received reports and interacted with management about legal, regulatory, environmental and tax matters, cybersecurity, and other topical issues such as the impacts to the Company of the One Big Beautiful Bill Act and changes in priorities at key regulatory agencies due to the transition to a new presidential administration;

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•

Monitored the Company’s project to upgrade its enterprise resource planning software system; and

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•

Met in executive session on a regular basis with the independent auditor and Devon personnel responsible for the Company’s internal audit function, financial reporting, and legal and regulatory compliance.

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Number of
Meetings held in 2025:

8

Amanda Brock
Committee Chair

Ann G. Fox

Karl F. Kurz

Marcus A. Watts

Jacinto J. Hernandez

Kelt Kindick
Committee Chair

Brent Smolik

Marcus A. Watts

Amanda Brock

Ann G. Fox

Karl F. Kurz

Jeffrey E.
Shellebarger
Committee Chair

COMMITTEE
RESPONSIBILITIES

•

Oversees an annual review and evaluation of the Company’s consolidated oil, natural gas, and natural gas liquids reserves;

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•

Oversees the integrity of the Company’s reserves evaluation and reporting system;

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•

Assesses the reserves disclosure for the Company’s compliance with legal and regulatory requirements related to its oil, natural gas, and natural gas liquids reserves;

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•

Reviews the qualifications and independence of the Company’s independent engineering consultants;

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•

Monitors the performance of the Company’s independent engineering consultants; and

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•

Monitors and evaluates the Company’s business practices and standards in relation to the preparation and disclosure of its oil, natural gas, and natural gas liquids reserves.

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RECENT ACTIVITIES AND
KEY FOCUS AREAS

•

Recalibrated the scope of responsibilities of the Committee to include oversight of (i) the programs and performance of the Company in the area of health and safety, (ii) the plans and performance associated with the Company’s operations, and (iii) the Company’s evaluation of overall resources;

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•

Met to review and discuss the reserves evaluation results prior to the filing of Devon’s 2025 Form 10-K;

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•

Reviewed the Company’s performance for serious incident and fatality events, employee motor vehicle incidents and contractor recordable incidents;

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•

Received a report on the use of artificial intelligence in Devon’s operations; and

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•

Benchmarked Devon’s performance across a range of key reserves metrics.

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Number of
Meetings held in 2025:

4

Copies of the following governance documents are available at www.devonenergy.com and in print to any stockholder upon request:​

■

Certificate of Incorporation;

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■

Bylaws;

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Corporate Governance Guidelines;

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Code of Business Conduct and Ethics; and

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Code of Ethics for CEO, CFO, and PAO.

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Director

Organization

Relationship

Summary

Amanda Brock

Solaris Energy Infrastructure, Inc. (SEI)

Co-CEO and Director

SEI provides power infrastructure services to Devon in the ordinary course of business.1

Barbara M. Baumann

IOG Resources

Director

IOG Resources owns non-operating interests in wells located in the Delaware Basin, including certain Devon operated wells. Well revenue and joint interest billing payments are made in the ordinary course of business.

Ann G. Fox

Nine Energy
Service (Nine)

President/ CEO
and Director

Nine provides well completion services to Devon in the ordinary course of business.1

Gennifer F. Kelly

Delek Logistics

Director

Delek provides water disposal and transportation services to Devon in the ordinary course of business.

Karl F. Kurz

Texas Pacific
Land (TPL)

Director

TPL owns royalty interests in Devon-operated wells and provides services to Devon in the ordinary course of business.

Michael N. Mears

Sempra Energy

Director

Sempra enters into transactions with Devon in the ordinary course of business, including purchasing energy products from Devon.

Valerie M. Williams

DTE

Director

DTE purchases energy products from Devon in the ordinary course of business.

1

One of the categorical tests under the NYSE listing standards asks whether the director is a current employee of a company that has made payments to, or received payments from, the listed company in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues. In 2023, 2024, and 2025, amounts paid by Devon (i) to Nine were less than 1% of Nine’s consolidated gross revenues and (ii) to SEI were less than 1% of SEI’s consolidated gross revenues. In each case, amounts were reviewed and confirmed in relation to the applicable categorical test following the Merger.

​

The Board believes it is important to cast a wide net for input to inform its decision making and
considers input from stockholders to be critical. Accordingly, the Board maintains a number of ways
to receive feedback from stockholders and other stakeholders:

■

Our Board includes Directors with investment expertise, including as part of private equity firms and institutional investors;

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■

Our Directors attend our Annual Meeting of Stockholders;

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■

Our Directors participate in director education programs that include investors and investor commentary;

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■

Our Directors listen to Devon’s quarterly conference calls with investors and receive reports with analyst commentary on the Company’s performance;

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■

Our Board receives updates on the communication received from the Company’s reporting helplines; and

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■

Our Board values direct stockholder engagement with the Company, which is detailed below.

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Our Board of Directors recommends that stockholders vote “FOR” the ratification of KPMG as our
independent auditor for 2026.

Audit Committee Report

The information contained in this Audit Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates such information by reference in such filing.

The Audit Committee is currently comprised of five independent Directors. The Board and the Audit Committee believe that the Audit Committee’s current membership satisfies the rules of the NYSE and the SEC that govern audit committee composition, including the requirement that all audit committee members be independent, as that term is defined under the listing standards of the NYSE, and the requirement that at least one member of the Audit Committee is a financial expert. The Audit Committee operates under a written charter approved by the Board of Directors, which is available at www.devonenergy.com.

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the preparation of the financial statements and the establishment and maintenance of the system of internal controls. This system is designed to provide reasonable assurance regarding the achievement of objectives in the areas of reliability of financial reporting, effectiveness and efficiency of operations, and compliance with applicable laws and regulations.

FOR 2025, THE AUDIT COMMITTEE PERFORMED THE FOLLOWING KEY DUTIES:

■

Reviewed and discussed with management and the independent auditors the Company’s internal controls over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) and the audited financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, that has been filed with the SEC;

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■

Discussed with the independent auditors the matters required to be discussed by the applicable requirements of the PCAOB and the SEC;

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■

Discussed with the independent auditors the auditors’ independence, including the matters in the written disclosures and the letter received from the independent auditors required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence; and

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■

Considered whether the provision of non-audit services by the independent auditors is compatible with maintaining auditor independence.

​

Respectfully submitted,

The Audit Committee*

Valerie M. Williams, Chair
Gennifer F. Kelly
Karl Kurz
Michael N. Mears
Brent Smolik

*

As of May 7, 2026, in connection with the Merger, Mr. Kurz no longer serves on the Audit Committee, Ms. Kelly and Mr. Mears resigned from the Board, and Messrs. Hernandez, Kindick, and Shellebarger were appointed to the Audit Committee.

​

2025

2024

1

Audit fees consisted of fees for the annual audit of the Company’s financial statements (including the effective operation of internal controls over financial reporting), the review of quarterly reports on Form 10-Q, and certain services that generally only our independent auditor can provide (e.g., comfort letters and consents).

​

2

Audit-related fees consisted principally of fees for the real-time system assessment of the upgrade of the Company’s enterprise resource planning software system.

​

3

Audit-related fees consisted principally of fees for audits of financial statements of certain of the Company’s affiliates and subsidiaries.

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SOAR Committee Report

The information contained in this SOAR Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates such information by reference in such filing.

The SOAR Committee is currently comprised of five independent Directors and operates under a written charter approved by the Board of Directors, which is available at www.devonenergy.com. The SOAR Committee oversees, on behalf of the Board, the integrity of the Company’s oil, natural gas, and natural gas liquids reserves data. Management and our independent engineering consultants have the primary responsibility for the preparation of the reserves reports. In connection with its oversight responsibilities, the SOAR Committee reviewed with management the internal procedures relating to the disclosure of reserves in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, having regard to industry practices and all applicable laws and regulations.

FOR 2025, THE SOAR COMMITTEE:

■

Approved DeGolyer & MacNaughton as the Company’s independent engineering consultant for the year ended December 31, 2025;

​

■

Reviewed the qualifications and independence of the independent engineering consultant prior to their appointment and throughout their engagement;

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■

Reviewed with the independent engineering consultant the scope of the annual review of the Company’s reserves;

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■

Met with the independent engineering consultant, with and without management, to review and consider the evaluation of the reserves and any other relevant matters with respect to such evaluation;

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■

Reviewed and approved any statement of reserves data or similar reserves information and any report of the independent engineering consultants regarding such reserves to be filed with any securities regulatory authorities or to be disseminated to the public; and

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■

Reviewed the Company’s internal procedures relating to the disclosure of reserves.

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Respectfully submitted,

The SOAR Committee*

Karl F. Kurz, Chair
Barbara Baumann
Gennifer F. Kelly
Brent Smolik
Valerie M. Williams

*

As of May 7, 2026, in connection with the Merger, Mses. Baumann and Kelly resigned from the Board, Mr. Smolik no longer serves on the SOAR Committee, Mr. Shellebarger was appointed as committee chair, and Mses. Brock and Fox were appointed to the SOAR Committee.

​

Andrea M. Alexander

Senior Vice President and Chief Administrative Officer

Andrea Alexander, 44, was appointed Senior Vice President and Chief Administrative Officer in May 2026 following the Merger. Ms. Alexander is responsible for Devon’s human resources, internal communications, real estate and facilities, corporate services and community relations functions. She most recently served as senior vice president and chief human resources officer for Coterra. Prior to joining Coterra, Ms. Alexander was chief people officer at Rent the Runway from 2021 to 2023. From 2009 until 2021, she was at McKinsey & Company serving in roles of increasing responsibility, including associate partner. Ms. Alexander holds a bachelor’s degree in economics from the University of Pennsylvania and a master’s degree in business administration from Harvard University.

 

Michael D. DeShazer​

Executive Vice President, Exploration & Production—Anadarko, Eagle Ford, Marcellus & Rockies

Michael DeShazer, 41, was appointed Executive Vice President, E&P—Anadarko, Eagle Ford, Marcellus and Rockies in May 2026 following the Merger. For those operating areas, Mr. DeShazer is responsible for facilities engineering, field operations, geosciences, land, midstream operations and infrastructure, production engineering, regulatory and reservoir engineering. He most recently served as executive vice president, operations for Coterra. Mr. DeShazer joined Cimarex in 2007, serving in various leadership positions at Cimarex and Coterra, including vice president, permian basin and executive vice president, business units. Mr. DeShazer is a licensed professional engineer and holds a bachelor’s degree in chemical engineering and a master’s degree in energy business from the University of Tulsa.

 

Robert F. (Trey) Lowe III​

Executive Vice President and Chief Technology Officer

Trey Lowe, 50, was appointed Executive Vice President and Chief Technology Officer in May 2026 following the Merger. Mr. Lowe is responsible for Devon’s AI, technology and digital security functions. Prior to the Merger, he served as Senior Vice President and Chief Technology Officer since February 2025. Mr. Lowe joined Devon in 2005 and has held technical and leadership roles with responsibilities spanning U.S. and international operations. Before joining Devon, Mr. Lowe worked for Schlumberger in technical roles in the U.S. and Norway. He is a past distinguished lecturer for the Society of Petroleum Engineers. Mr. Lowe serves on the board of directors of Fervo Energy (NASDAQ: FRVO), which is focused on developing next-generation geothermal power. Devon owns a minority interest in Fervo Energy. Mr. Lowe holds a bachelor’s degree in chemical engineering from Oklahoma State University.

 

John D. Raines​

Executive Vice President, Exploration & Production—Permian

John Raines, 43, was appointed Executive Vice President, E&P—Permian Basin in May 2026 following the Merger. Mr. Raines is responsible for geosciences, engineering (reservoir, production, and facilities), production and midstream operations, land, and strategic growth for the Permian. Prior to the Merger, he served as Senior Vice President, E&P Asset Management. He joined Devon in 2005 and has held roles of increasing responsibility, including Vice President of the Delaware Basin Business Unit, Vice President of the Rockies Business Unit and Vice President of Land and Regulatory. Mr. Raines is actively engaged in industry and community leadership, serving on the boards of the Texas Oil and Gas Association and Leadership Oklahoma City. He is also a member of the American Petroleum Institute’s Upstream Committee. Mr. Raines has a bachelor’s degree in finance and energy management from the University of Oklahoma and a juris doctor degree from Oklahoma City University. He is a licensed attorney in the state of Oklahoma and a member of the Oklahoma Bar Association.

 

Jeffrey L. Ritenour​

Executive Vice President and Chief Corporate Development Officer

Jeff Ritenour, 52, was appointed Executive Vice President and Chief Corporate Development Officer in May 2026 following the Merger. Mr. Ritenour is responsible for Devon’s corporate development, long-term strategy, marketing and midstream and land functions. He previously served as Executive Vice President and Chief Financial Officer since April 2017. Mr.Ritenour has been with Devon since 2001, serving in various leadership roles, including Senior Vice President of Corporate Finance, Investor Relations and Treasury. Before joining Devon, Mr. Ritenour was with Ernst & Young in Dallas. Mr. Ritenour serves on the board of directors for WaterBridge Infrastructure LLC (NYSE: WBI), a pure-play water infrastructure company. Devon owns a minority interest in WaterBridge. Mr. Ritenour holds a bachelor’s degree in accounting and a master’s degree in business administration, both from the University of Oklahoma.

 

Blake A. Sirgo​

Executive Vice President, Operations

Blake Sirgo, 43, was appointed Executive Vice President, Operations in May 2026 following the Merger. Mr. Sirgo is responsible for Devon’s drilling and completions, EHS, sustainability and supply chain functions. He most recently served as executive vice president, business units for Coterra overseeing the capital and development programs across a diverse, multi-basin asset portfolio. Mr. Sirgo joined Cimarex in 2008, serving in various operational and commercial leadership roles at Cimarex and Coterra in the Permian Basin and corporate headquarters. He began his career in 2005 working for Oxy in the Permian Basin. Mr. Sirgo holds a bachelor’s degree in mechanical engineering from the University of Texas.

 

Adam M. Vela​

Senior Vice President and General Counsel

Adam Vela, 53, was appointed Senior Vice President and General Counsel in May 2026 following the Merger. Mr. Vela is responsible for Devon’s legal, public and government affairs and records functions. He most recently served as senior vice president and general counsel for Coterra. Mr. Vela began his career in private practice in 1999 and joined Cimarex in 2005, serving in various leadership capacities at Cimarex and Coterra, including vice president and general counsel, vice president and assistant general counsel and chief litigation counsel. He is a member of the Texas, Colorado, American and Houston Hispanic Bar Associations. Mr. Vela holds a bachelor’s degree from Wabash College and a juris doctor degree from the University of Denver Sturm College of Law.

 

Shannon (Shane) E. Young III​

Executive Vice President and Chief Financial Officer

Shane Young, 55, was appointed Executive Vice President and Chief Financial Officer in May 2026 following the Merger. Mr. Young is responsible for Devon’s accounting, corporate planning and finance, treasury, internal audit, investor relations and tax functions. He most recently served as executive vice president and chief financial officer for Coterra. Mr. Young has more than 30 years of upstream energy experience, including extensive experience in executive leadership, strategic decision making, corporate finance and transaction execution. He began his career with nearly two decades as an investment banker with Morgan Stanley and Goldman Sachs. Mr. Young holds a bachelor’s degree in finance from the University of Texas and a master’s degree in business administration from Dartmouth College.

 

Our Board of Directors recommends that stockholders vote “FOR” the approval, on an advisory basis, of
the compensation of our named executive officers.