Devon Energy Corp DEF 14A, filed May 28, 2026

About this DEF 14A

Devon Energy Corp (DVN)

DEF 14A 2026-05-28 For: 2026-06-30

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Added on June 12, 2026

Frequently Asked Questions | Pages 90-93

Board of Directors’ Voting Recommendations, Voting, Proxy Materials

Householding of Proxy Materials
Attending the Annual Meeting
Can I Change My Vote?
Voting Tabulation and What Constitutes a Quorum

Voting Requirements for Approval of Proposals, Withheld Votes, Abstentions and Broker Non-Votes, Voting Instructions, Solicitation Expenses, Voting Results

Company Contact Information

Devon Energy Corp filed this DEF 14A on May 28, 2026.

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				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.

	1			Proxy Summary
	2			Company Overview and Highlights
	8			Agenda Item 1. Election of Directors
	9			Our Board
	9			Who We Are (Our Nominees for Election)
	9			Biographies
	20			Director Skills and Experience
	21			Board Appointment and Selection Process
	22			Director Orientation and Continuing Education
	23			Director Compensation
	23			Annual Retainers
	23			Equity Awards to Directors
	24			Total Compensation for Non-Management Directors for 2025
	24			Compensation Committee Interlocks and Insider Participation
	25			How We are Selected, Comprised, and Evaluated
	26			Governance, Environmental, and Public Policy Committee Report
	28			How We Are Governed and Govern
	28			Committees
	33			Director Independence
	35			Related Person Transactions
	35			Board Leadership Structure
	36			Board and Committee Evaluations
	37			Board Involvement in Risk Oversight
	38			High-Level Oversight and Coordination of Sustainability Program
	39			How to Communicate With Us
	40			Agenda Item 2. Ratification of Independent Auditor for 2026
	41			Our Controls and Compliance
	41			Audit Committee Report
	42			Fees to Independent Auditor
	42			Audit Committee Pre-Approval Policies and Procedures
	42			Audit Committee Financial Expertise
	43			SOAR Committee Report
	44			Our Company
	44			Who We Are (Our Officers)
	46			Agenda Item 3. Approve, in an Advisory Vote, Executive Compensation
	47			Executive Compensation
	47			Compensation Discussion and Analysis
	48			Introduction
	49			Executive Summary
	54			Elements of 2025 Compensation
	60			Compensation Process Background
	62			Additional Benefits and Compensation Information
	66			Compensation Committee Report
	67			Summary Compensation Table
	69			Grants of Plan-Based Awards
	70			Outstanding Equity Awards at Fiscal Year End
	71			Option Exercises and Stock Vested During 2025

	72			Pension Benefits
	72			Benefit Plans
	72			Defined Benefit Plan
	72			Normal Retirement
	72			Defined Contribution Plan — 401(k) Plan
	74			Nonqualified Deferred Compensation Plan
	74			Supplemental Contribution Restoration Plans
	75			Potential Payments Upon Termination or Change in Control
	75			Accrued Payments Upon Termination of Employment
	75			Rights Upon Termination for Death or Disability
	75			Rights Upon Termination Without Cause and Constructive Discharge
	76			Termination Following a Change in Control
	76			Payment Conditions
	77			Long-Term Incentive Awards
	77			Potential Payments Upon Termination or Change in Control Tables
	80			CEO Pay Ratio
	80			Pay Versus Performance Disclosure
	85			Equity Compensation Plan Information
	86			Our Stockholders
	86			Security Ownership of Certain Beneficial Owners and Management
	86			Security Ownership of Certain Beneficial Owners
	87			Security Ownership of Management
	88			Insider Trading Policy and Hedging and Pledging Guidelines
	89			Submission of Stockholder Proposals and Nominations
	90			Frequently Asked Questions About the Annual Meeting
	94			Other Matters
	95			Forward-Looking Statements
	A-2			Appendix A. Explanation and Reconciliation of Non-GAAP Financial Measures


	AGE
	69
	TENURE (YEARS)
	<1
	INDEPENDENT DIRECTOR
	No
	COMMITTEES
	■ Chair, Dividend


	Thomas E. Jorden Chair of the Board			Clay Gaspar President and CEO

		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.

	Portfolio Built to Deliver Sustainable Performance
	PREMIER MULTI-BASIN PORTFOLIO ■ Acreage located in top US resource plays ■ Underpinned by world-class Delaware Basin position DIVERSIFIED COMMODITY MIX ■ Balanced exposure to oil and natural gas production ■ Access to premium markets improves realized prices on production OPERATING SCALE ENHANCES PROFITABILITY ■ Low-cost structure drives differentiated margins ■ Track record of improving efficiencies and lowering cost of supply DEEP INVENTORY OF REPEATABLE OPPORTUNITIES ■ Multi-year low-risk development inventory ■ Resource upside from ongoing appraisal and exploration activity

		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.

Thomas E. Jorden Chair of the Board

DIRECTOR SINCE: MAY 2026
Thomas E. Jorden was appointed to the board of directors as Board Chair in May 2026 following the Merger. At Coterra, Mr. Jorden served as chairman, chief executive officer, and president. Prior to joining Coterra through a merger in 2021, Mr. Jorden served as chairman, chief executive officer, and president of Cimarex Energy Co. Mr. Jorden is a geophysicist with extensive experience leading public companies. He currently serves on the Board of Trustees of Tulane University and is the former chairman of the Board of Trustees for the Colorado School of Mines where he earned his master’s degree in Geophysics.
Qualifications Mr. Jorden is an experienced and accomplished leader. He brings to Devon over 40 years of experience in the oil and gas exploration and production industry as well as a deep understanding of matters impacting the energy industry. His understanding of Coterra’s business, operations, long-term strategy, and goals make him a valuable member of our board.			Principal occupation or employment: • Former chairman, president, and chief executive officer, Coterra Energy Inc. Current public company directorships: • None Previous public company directorships held in the past five years: • Cimarex Energy Co. (merged with Cabot Oil & Gas Corporation to form Coterra) Certain other directorships: • Previously served as chairman of Coterra’s board of directors • Board of Trustees of Tulane University
Key Skills and Experience

Amanda Brock

DIRECTOR SINCE: MAY 2026
Amanda Brock was appointed to the board of directors in May 2026 following the Merger. She is co-chief executive officer and a board member of Solaris Energy Infrastructure, Inc. (Solaris Energy), which delivers power generation, power distribution solutions, and logistics equipment and services to clients in the data center, energy, and other commercial and industrial sectors. Prior to joining Solaris Energy in October 2025, Ms. Brock served as chief executive officer and president of Aris Water Solutions, Inc. (Aris), a leading produced water infrastructure and recycling company. During her tenure at Aris, she also served as president, chief operating officer, and chief commercial officer. Prior to joining Aris, Ms. Brock was chief executive officer of Water Standard and executive director and president for the Americas at Azurix Corp. Ms. Brock started her professional career as a lawyer for Vinson & Elkins LLP in Houston, managing global projects for Enron in power and water. She holds a law degree from Louisiana State University, where she was a member of the Law Review. Ms. Brock is a key leader of the Texas Business Hall of Fame (TBHF), serving as its chair in 2022 and again in 2025, and currently serves as a member of TBHF’s Executive Committee.
Qualifications Ms. Brock brings to the Board over 26 years of experience building and managing global infrastructure businesses in the oil and gas, water, and power industries. Her expertise and depth of knowledge in the water management and gas-fired power generation aspects of the oil and gas industry, as well as her global perspective, strategic planning, and public company experience, and executive management and financial expertise, aids the Board in overseeing all aspects of Devon’s operations and allows her to provide a valuable and distinct perspective to the Board.			Principal occupation or employment: • Co-chief executive officer of Solaris Energy Infrastructure, Inc. (NYSE: SEI) Current public company directorships: • Solaris Energy Infrastructure, Inc. (NYSE: SEI) Previous public company directorships held in the past five years: • Aris Water Solutions, Inc. (acquired by Western Midstream Partners, LP (NYSE: WES)) • Macquarie Infrastructure Corporation (now known as Macquarie Infrastructure Holdings, LLC) (NYSE: MIC) Certain other directorships: • Previously served on Coterra’s board of directors, most recently as lead independent director and on its compensation and governance and social responsibility committees • Texas Business Hall of Fame (member of the Executive Committee)
Key Skills and Experience

Ann G. Fox

DIRECTOR SINCE: 2019
Ann G. Fox joined the board of directors in June 2019. She is president, chief executive officer, and a board member of Nine Energy Service, Inc. (Nine), a Houston-based oilfield services company. Ms. Fox joined Nine in 2013 and previously served as chief financial officer and vice president of strategic development. Prior to joining Nine, she worked for SCF Partners, a private equity firm supporting the oilfield services and equipment industries. Ms. Fox also has experience as an investment banking analyst and as a Marine, where she served several tours of duty in Iraq on a team that reported directly to Gen. David Petraeus. She received a bachelor’s degree in diplomacy and security in world affairs from Georgetown University and a master’s in business administration from Harvard University. Ms. Fox currently serves on the board of the American Petroleum Institute, the board of advisors of Rice University’s Baker Institute, and the board of trustees of Groton School.
Qualifications Ms. Fox brings to the Board her significant and unique career experiences, knowledge of the energy industry and capital markets, and perspective as a leader. Her recognition of upstream business and operational developments contributes to the Board’s overall performance.			Principal occupation or employment: • President and chief executive officer, Nine Energy Service, Inc. Nine filed for bankruptcy protection under chapter 11 of the U.S. Bankruptcy Code in February 2026 Current public company directorships: • Nine Energy Service, Inc. (NYSE American: NINE) Previous public company directorships held in the past five years: • None Certain other directorships: • American Petroleum Institute • Baker Institute (board of advisors) • Groton School
Key Skills and Experience

Clay M. Gaspar

DIRECTOR SINCE: 2025
Clay Gaspar was appointed President and Chief Executive Officer and as a member of the board of directors in March 2025. Prior to that role, Mr. Gaspar served as Executive Vice President and Chief Operating Officer of Devon, a role he assumed in January 2021 following Devon’s merger with WPX Energy, Inc. (WPX). While at WPX, Mr. Gaspar served as president and chief operating officer and sat on the board of directors. His earlier career includes technical and leadership positions with Newfield Exploration, Anadarko Petroleum, and Mewbourne Oil. Mr. Gaspar serves on the boards and executive committees of the American Petroleum Institute, American Exploration & Production Council, and the Permian Strategic Partnership. He also serves on the boards of the American Energy Policy Center and The Nature Conservancy’s Oklahoma Chapter and is a member of the Texas A&M Engineering Advisory Council. Mr. Gaspar earned a bachelor’s degree in petroleum engineering from Texas A&M University, a master’s degree in petroleum and geosciences engineering from the University of Texas, and is a registered professional engineer in the state of Texas.
Qualifications Mr. Gaspar is an experienced leader, with the vision and industry expertise to guide Devon forward. His understanding of Devon’s operations and assets provides valuable board-level perspective.			Principal occupation or employment: • President and Chief Executive Officer, Devon Energy Corporation Current public company directorships: • None Previous public company directorships held in the past five years: • None Certain other directorships: • Previously served on WPX’s board of directors • American Petroleum Institute (executive committee) • American Exploration & Production Council (executive committee) • Permian Strategic Partnership (executive committee) • American Heart Association Southwest Region
Key Skills and Experience

Jacinto J. Hernandez

DIRECTOR SINCE: MAY 2026
Jacinto J. Hernandez was appointed to the board of directors in May 2026 following the Merger. He is founder and principal of Cummings Consulting & Management (Cummings), which partners with companies to drive expansion and create shareholder value. Prior to forming Cummings, he worked at Capital Group and its subsidiary, Capital World Investors (Capital Group), most recently as partner. He spent 22 years at Capital Group covering a variety of industries, including the oil and gas industry, helping lead the research portfolio for one of the largest growth mutual funds in the world and serving in key leadership roles. Mr. Hernandez earned his bachelor of science in economics from Stanford University, with a minor in political science. Mr. Hernandez has also completed the Directors’ Consortium Program offered by Stanford University’s Graduate School of Business.
Qualifications Mr. Hernandez brings to the Board his financial expertise and over 25 years of investment and research experience across multiple asset classes gained from working for one of the world’s oldest and largest investment management organizations. His areas of expertise include oil and natural gas, oilfield services, engineering and construction, tobacco, and human capital management. He has been designated an “audit committee financial expert” by Devon’s Board.			Principal occupation or employment: • Principal, Cummings Consulting & Management Current public company directorships: • None Previous public company directorships held in the past five years: • Aris Water Solutions, Inc. (acquired by Western Midstream Partners, LP (NYSE: WES)) • Altria Group, Inc. (NYSE: MO) • Pioneer Natural Resources Company (acquired by Exxon Mobil Corporation (NYSE: XOM)) Certain other directorships: • Previously served on Coterra’s board of directors and its audit and governance and social responsibility committees
Key Skills and Experience

Kelt Kindick

DIRECTOR SINCE: 2021
Kelt Kindick joined the board of directors in January 2021 following Devon’s merger with WPX. Mr. Kindick became a member of WPX’s board of directors in 2013. In December 2012, Mr. Kindick retired from Bain & Company Inc., a management consulting firm, serving most recently as chief financial officer and partner. He joined Bain & Company in 1980, was elected partner in 1986, served as managing director of the firm’s Boston office from 1991 to 1996, and as chairman of the firm’s executive committee from 1998 to 1999. Mr. Kindick also served as chief financial officer of the Commonwealth of Massachusetts from 2003 to 2004. He received a bachelor’s degree from Franklin & Marshall College and a master’s in business administration from Harvard University.
Qualifications Mr. Kindick brings to the Board his experience in strategic roles across a broad range of industries and in the public sector. His insights on governance, finance, and other key strategic matters enhances Board discussions. He has been designated an “audit committee financial expert” by Devon’s Board.			Principal occupation or employment: • Former chief financial officer and partner, Bain & Company Current public company directorships: • None Previous public company directorships held in the past five years: • None Certain other directorships: • Previously served on WPX’s board of directors, including as lead director and chairman of its nominating, governance, environmental, and public policy committee
Key Skills and Experience

Karl F. Kurz

DIRECTOR SINCE: 2021
Karl F. Kurz joined the board of directors in January 2021 following Devon’s merger with WPX. Mr. Kurz became a member of WPX’s board of directors in 2014. He currently serves as non-executive chairman of American Water Works Company, Inc. Mr. Kurz is also on the board of Texas Pacific Land Corporation, where he is chair of the strategic acquisitions committee and a member of the compensation committee. From 2009 until his retirement in 2012, Mr. Kurz was a managing director, co-head of the energy group, and a member of the investment committee at CCMP Capital Advisors LLC, a leading global private equity firm focused on energy investments. Prior to joining CCMP, he spent nine years with Anadarko Petroleum Corporation, most recently serving as chief operating officer responsible for overseeing the company’s global exploration and production, marketing, midstream, land, technology, and service businesses. Mr. Kurz holds a bachelor’s of science, magna cum laude, in petroleum engineering from Texas A&M University, and he is a graduate of Harvard University’s Advanced Management Program.
Qualifications Mr. Kurz brings to the Board his significant experience in the energy industry and expertise in petroleum engineering. He has served in leadership positions and provides candid perspectives on the Company and the industry.			Principal occupation or employment: • Former managing director of CCMP Capital Advisors LLC and chief operating officer of Anadarko Petroleum Corporation Current public company directorships: • American Water Works Company, Inc. (NYSE: AWK). Serves as non-executive chairman • Texas Pacific Land Corporation (NYSE: TPL). Serves on the strategic acquisitions committee (chair) and compensation committee Previous public company directorships held in the past five years: • Royal Helium Ltd. (TSX Venture: RHC.v) Certain other directorships: • Previously served on WPX’s board of directors and its audit committee
Key Skills and Experience

Jeffrey E. Shellebarger

DIRECTOR SINCE: MAY 2026
Jeffrey E. Shellebarger was appointed to the board of directors in May 2026 following the Merger. He retired in 2019 after a 38-year career at Chevron, most recently as president of Chevron’s North American E&P (Exploration and Production) Operating Company. His prior leadership roles at Chevron included president and managing director of Chevron’s IndoAsia Business Unit, executive director at Chevron Pacific Indonesia, general manager of Asset Development for the Southern Africa SBU, and general manager of the San Joaquin SBU. Mr. Shellebarger previously served as chairman for the American Petroleum Institute’s Upstream Committee and as chairman of the Twenty-Third World Petroleum Congress, convening top energy and government leaders to discuss the future of the industry. He also previously chaired the Greater Houston Partnership. Mr. Shellebarger holds a master’s degree in Geology from the University of Georgia.
Qualifications Mr. Shellebarger brings to the Board over 40 years of U.S. and global oil and gas industry experience across the exploration and production value chain. He has significant experience, expertise, and perspectives on leadership, business performance, investment strategy, regulatory policy, stakeholder engagement, and governance.			Principal occupation or employment: • Former president, North American Exploration and Production Operating Company; Chevron Corporation Current public company directorships: • None Previous public company directorships held in the past five years: • None Certain other directorships: • Previously served on Coterra’s board of directors, including as chair of its environment, health, and safety committee and on its audit committee • Greater Houston Partnership (executive committee)
Key Skills and Experience

Brent Smolik LEAD DIRECTOR

DIRECTOR SINCE: 2025
Brent Smolik joined the board of directors in October 2025 and was appointed the Lead Director in May 2026. He has over 40 years of experience in the oil and gas industry in both the upstream and midstream sectors, including senior executive leadership roles at Noble Energy Corporation, Noble Midstream Partners LP, EP Energy Corporation, El Paso Corporation, ConocoPhillips, and Burlington Resources, Inc. He most recently served as president and chief operating officer at Noble Energy until his retirement following the company’s merger with Chevron in 2020. Mr. Smolik was also the president, chief executive officer, and chairman of the board of EP Energy Corporation. He previously served on the boards of Marathon Oil Corporation, Noble Midstream Partners LP, Cameron International, and Encino Acquisition Partners. Mr. Smolik holds a bachelor’s degree in petroleum engineering from Texas A&M University.
Qualifications Mr. Smolik brings to the board his significant leadership, operational, and technical experience in the global oil and gas industry and competencies in strategy, execution, and risk management. His perspective contributes to the overall performance of the board, including insights on governance, governmental affairs, and regulatory matters.			Principal occupation or employment: • Former president and chief operating officer of Noble Energy Corporation Current public company directorships: • None Previous public company directorships held in the past five years: • Marathon Oil Corporation (NYSE: MRO) • Noble Energy Corporation (Nasdaq: NBL) • Noble Midstream Partners LP (Nasdaq: NBLX) Certain other directorships: • Previously served on the board of Encino Acquisition Partners until its acquisition by EOG in 2025
Key Skills and Experience

Marcus A. Watts

DIRECTOR SINCE: MAY 2026
Marcus A. Watts was appointed to the board of directors in May 2026 following the Merger. He is the executive chairman of the Everton Football Club in the English Premier League. From 2011 to 2025, Mr. Watts was president of The Friedkin Group, a privately held and diverse consortium of businesses and investments in the automotive, hospitality, entertainment, golf, and adventure industries, where he continues to serve as special advisor. Prior to The Friedkin Group, he was with the law firm Locke Lord LLP where he held multiple leadership roles, including vice chairman of the firmwide Executive Committee and managing partner of the Houston, Texas office. He also previously served as the chair of the Federal Reserve Bank of Dallas Houston Branch’s Board of Directors and chair of the Board of Directors of the Greater Houston Partnership. Mr. Watts currently serves as lead independent director of Service Corporation International and on the board of directors of Highland Resources, Inc., a privately held real estate investment firm. Mr. Watts holds a law degree from Harvard Law School.
Qualifications Mr. Watts brings to the Board over 26 years of experience in corporate and securities law, governance, and related matters. He adds a wealth of legal, transactional, regulatory, and management expertise from both the oil and gas industry and other industries to our Board. His unique combination of legal and management expertise offers a fresh perspective to our Board, which is buttressed by his decades of experience both inside and outside of the oil and gas industry.			Principal occupation or employment: • Executive chairman of the Everton Football Club • Special advisor to The Friedkin Group Current public company directorships: • Service Corporation International (NYSE: SCI) Previous public company directorships held in the past five years: • None Certain other directorships: • Previously served on Coterra’s board of directors and its compensation and governance and social responsibility committees • Texans for Lawsuit Reform • Highland Resources, Inc.
Key Skills and Experience

Valerie M. Williams

DIRECTOR SINCE: 2021
Valerie M. Williams joined the board of directors in January 2021 following Devon’s merger with WPX. Ms. Williams became a member of WPX’s board of directors in 2018. Ms. Williams is a member of the board of directors of Omnicom Group, Inc., a global advertising and public relations firm, where she serves on the audit and finance committees. She is also a member of the board of directors of DTE Energy, an electric and natural gas utility, where she serves as chair of its audit committee and as a member of the corporate governance committee and the public policy and responsibilities committee. Ms. Williams is also a member of the independent board of trustees of Franklin Templeton Funds, where she serves on the audit committee and nominating and governance committee of some of its open-end funds. Ms. Williams began her career with Ernst & Young LLP in 1981 and has over 35 years of audit and public accounting experience serving numerous global companies. Prior to her retirement in 2016, Ms. Williams most recently served as the firm’s assurance managing partner for the southwest region, a position she assumed in 2006. She held several senior leadership positions at Ernst & Young and also served on several strategic committees, including the firm’s partner advisory council, inclusiveness council, audit innovation task force, and the diversity task force. She received a bachelor’s degree from the University of North Texas and a master’s in business administration from the University of Houston.
Qualifications Ms. Williams brings to the Board her significant financial reporting expertise developed through 35 years of audit and public accounting experience serving numerous global and multi-location companies, including companies in the energy and technology sectors. She has strong leadership skills and experience with accounting and financial reporting matters at complex organizations. She has been designated an “audit committee financial expert” by Devon’s Board.			Principal occupation or employment: • Former assurance managing partner for the southwest region at Ernst & Young LLP Current public company directorships: • DTE Energy (NYSE: DTE). Serves on the audit committee (chair), corporate governance committee, and public policy and responsibilities committee • Omnicom Group, Inc. (NYSE: OMC). Serves on the audit and finance committees • Franklin Templeton Funds (independent board of trustees). Serves on the audit committee and the nomination and governance committee of certain open-end funds Previous public company directorships held in the past five years: • None Certain other directorships: • Previously served on WPX’s board of directors and its audit committee
Key Skills and Experience

	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
Annual Board Retainer		$	100,000
Additional Annual Non-Executive Board Chair Retainer		$	87,500
Additional Annual Lead Director Retainer		$	25,000
Additional Annual Retainer to the Chair of Audit Committee		$	25,000
Additional Annual Retainer to the Chairs of Compensation, GEPP and SOAR Committees		$	20,000
Additional Annual Retainer to Audit Committee Members		$	2,000

Name	Fees Earned or Paid in Cash ($)	Stock Awards2 ($)	All Other Compensation3 ($)	Total ($)
Barbara M. Baumann	100,000	230,009	—	330,009
John E. Bethancourt	187,500	317,525	15,000	520,025
Ann G. Fox	100,000	230,009	15,000	345,009
Gennifer F. Kelly	102,000	230,009	10,000	342,009
Kelt Kindick	120,000	230,009	15,000	365,009
John Krenicki Jr.4	43,714	—	—	43,714
Karl Kurz	120,209	230,009	15,000	365,218
Michael N. Mears	102,000	230,009	10,000	342,009
Robert A. Mosbacher, Jr.	120,000	230,009	15,000	365,009
Brent J. Smolik5	25,500	154,403	—	179,903
Valerie M. Williams	125,000	230,009	—	355,009

		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.
		3 All amounts are matching contributions made by Devon under the programs described above under “Director Compensation.”
		4 Mr. Krenicki retired from the Board at Devon’s 2025 Annual Meeting of Stockholders (June 4, 2025).
		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
	■ Annual election of Directors ■ Majority voting in uncontested elections ■ Independent Lead Director in the event the Chair of the Board is not independent ■ Executive sessions of independent Directors ■ Stockholder right to call a special meeting ■ Proxy access right ■ Board participation in succession planning				■ Corporate Governance Guidelines ■ Charters for each of the Board’s Committees ■ Code of Business Conduct and Ethics for all Directors, officers, and employees ■ Code of Ethics for the Chief Executive Officer, Chief Financial Officer, and designated Principal Accounting Officer

	Qualifications of Our Directors				Expectations of Our Directors
	■ Integrity and accountability ■ Informed judgment ■ Peer respect ■ High performance standards				■ Mandatory retirement for non-management Directors at the Annual Meeting immediately following the 75th birthday of a Director ■ 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 ■ Recommendation that a Director not serve on more than three public company boards in addition to serving on the Company’s Board ■ Approval of the GEPP Committee to serve as a director, officer, or employee of a competitor of the Company ■ 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 ■ 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

		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.
		2 Audit committee financial expert.
		3 Lead Director.

			COMMITTEE RESPONSIBILITIES
• Monitors the integrity of the Company’s financial statements and reporting system; • Oversees the Company’s compliance with legal and regulatory requirements; • Appoints the Company’s independent auditors and monitors their performance, qualifications, and independence; • Oversees the Company’s internal audit function and reviews significant internal audit findings and management’s actions to address those findings; • Oversees related person transactions and other potential conflicts of interest situations where appropriate; • Reviews the Company’s financial and cybersecurity risk exposure and the steps management has taken to monitor and control such exposure; and • Monitors the business practices and ethical standards of the Company.

	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; • Reviewed and discussed the earnings materials and periodic reports for each quarter of the year; • 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; • Monitored the Company’s project to upgrade its enterprise resource planning software system; and • 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.
	Number of Meetings held in 2025:	8


	Amanda Brock Committee Chair			Ann G. Fox			Karl F. Kurz			Marcus A. Watts

			COMMITTEE RESPONSIBILITIES
• Reviews and approves the Company’s compensation philosophy and strategy; • Directs management to administer the annual compensation process in accordance with the stated compensation strategy of the Company and any requirements of appropriate regulatory bodies; • Reviews and approves the Company’s employee benefit and incentive programs; • Annually reviews and determines total compensation for each management Director; • Reviews and approves total compensation for the Company’s executive officers; • Reviews with the President and CEO and advises the Board with regard to executive officer succession planning; • Reviews and approves the terms of any compensation “clawback” or similar policy; • Evaluates and recommends compensation or revisions to compensation for members of the Board; and • Assesses and considers the independence of any advisor that provides advice to the Compensation Committee.

	RECENT ACTIVITIES AND KEY FOCUS AREAS
• Reviewed and approved the Company’s performance on the corporate goals for 2025 and payout levels for cash bonuses for the year; • Certified the determination of payout levels for performance share units that vested in 2025 and finalized the key terms for performance share units and restricted stock awarded in 2025; • Reviewed and approved the peer group used in executive pay considerations; • Considered the results of Devon’s 2025 say-on-pay vote and critiques of the Company’s compensation program (see the Compensation Discussion and Analysis on page 47 for additional detail); and • Reviewed and discussed workforce data such as hiring, promotion, and attrition rates.
	Number of Meetings held in 2025:	7


	Jacinto J. Hernandez			Kelt Kindick Committee Chair			Brent Smolik			Marcus A. Watts

			COMMITTEE RESPONSIBILITIES
• Identifies, evaluates, and recommends nominees for election as directors at the annual stockholders’ meetings or for appointment between annual stockholders’ meetings, reviews the portfolio of skills, experience, perspective, and background required for the effective functioning of the Board; • Reviews stakeholder feedback and considers the Company’s response to stockholder proposals; • Develops, recommends, and reviews corporate governance guidelines for the Company; • Reviews the Company’s environmental policies and performance and the Company’s approach to sustainability; • Advises the Board and management on significant public policy issues that are pertinent to the Company and its stakeholders; and • Oversees management in setting strategy, establishing goals, and integrating sustainability into strategic and tactical business activities across the Company to create long-term stockholder value.