Governance

Strong values, oversight and risk management

As we work to be financially, environmentally and socially responsible, Devon is guided by our core values and corporate governance principles. We sustain the trust we’ve built with our stakeholders with ethics, integrity and recognized governance practices such as proactive shareholder engagement and risk management.

To deliver results, we focus on operational excellence, top-tier environmental, social and governance (ESG) performance, and constructive stakeholder engagement. We integrate our environmental, health and safety (EHS) commitment into our operations and incorporate ESG performance goals into our compensation program.

Devon’s senior leaders evaluate risks and opportunities to continuously improve our ESG performance and transparency. Our ESG Steering Committee plays an active role by informing management on current and emerging issues that influence business planning, strategy and operations.

TAKING ACTION

CORPORATE GOVERNANCE

Expanded the former Governance Committee’s responsibilities to include environmental and public policy oversight, renaming it the Governance, Environmental and Public Policy (GEPP) Committee.
Increased transparency on board diversity by disclosing individual diversity characteristics of board members.
Increased board engagement and oversight of environmental targets and strategy, diversity, equity and inclusion (DEI), and other ESG matters.
Tied executive compensation more closely to ESG performance with more quantifiable metrics, increased weighting for ESG and related metrics and additional transparency into our corporate performance scorecard and goals.

ETHICS AND INTEGRITY

Increased the frequency and depth of reporting on our ethics program to the board’s Audit Committee by establishing the Business Ethics Resource Center.

PUBLIC ADVOCACY

Engaged constructively with federal and state regulators, diverse stakeholders and thought leaders to broaden our perspectives on key public policy issues.

STRATEGIC ASSESSMENT

In addition to Devon’s 2022 ESG goal, the company created a standalone emissions reduction goal that accounts for 15% of the overall corporate scorecard.

TRANSPARENCY

Published our 2021 Climate Change Assessment Report, which is consistent with the core elements of the Task Force on Climate-related Financial Disclosures (TCFD) framework.
Published our 2021 Political Activity and Lobbying Report and 2022 Sustainability Report as we further advanced our commitment to transparency and disclosure performance.

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Governance Metrics
*Unless otherwise noted, all data presented is pro forma for Devon and WPX.
	2019	2020	2021
Independent Board Members	91%¹	82%¹	73%
As of March 2023, 11 of our 12 board members (92%) qualify as independent under NYSE standards and SEC regulations.
Women Board Members	27%¹	27%¹	27%
As of March 2023, four women (33%) serve on our board of directors, including the chair of the Board and the chair of Devon’s Audit Committee.
Contributions - Trades and Political (thousands)	$2,144²	$2,234²	$2,385
In 2019, we began disclosing non-deductible trade association dues.
Lobbying - Federal and State (thousands)	$1,178²	$743²	$433
Devon's lobbying and political activity is disclosed via public agencies, as well as through the company's Political Activity and Lobbying Report available on our website.
¹ Reflects legacy Devon board composion following the annual election of directors each June.
² Legacy Devon only.