| ☐ | Preliminary Proxy Statement |
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| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and0-11. |
MARCH 21, 2024
A Message From Our Board Chair
Dear Fellow Shareholders:
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Ovintiv delivered a remarkableWe are proud of another year of achievement in 2021, as our strategystrong performance and strategic execution combined to generate significant value for our shareholders. As a Board, we areCompany in 2023. We continued to provide the safe, affordable, and secure energy that fuels the world. We remain committed to the safe, efficient and responsible development of these critical products that make modern life possible.
The Ovintiv team generated net earnings of more than $2 billion and Free Cash Flow of approximately $1.2 billion. We returned more than $730 million directly to our shareholders through base dividends and share buybacks. Our business performance was driven by the consistent execution of our durable returns strategy.
During 2023, we seamlessly and simultaneously executed a sustainableset of Permian Basin acquisitions and well-governed business rootedthe divestiture of our Bakken asset. These transactions were highly accretive, reaffirmed our investment grade rating, expanded our Permian inventory life, and were completed ahead of schedule. Together with our time-tested strategic bolt-on and organic assessment and appraisal programs, we have added over 1,650 premium return net drilling locations in value creation.the past several years.
We also continued to drive strong operational execution across all our assets. Our actions reflectleading well results and efficiency gains across our portfolio drove outperformance throughout the year. In 2023, we saw multiple quarters of both production and capital guidance beats, allowing us to raise guidance twice and bring additional wells online for the same capital spend—boosting returns on invested capital. We also continued to deliver on our Scope 1 & 2 Greenhouse Gas (“GHG”) target, with 2023 emissions intensity down 42% from 2019 levels. This culture of innovation and efficiency is hard to match and is showing up in our outstanding results.
We continued our track record of strong Board oversight and management’sseeking feedback from our shareholders through our annual outreach program. Our commitment to generating superior returns by continuously improving bothbeing a responsible producer remains resolute and will continue to be a cornerstone of our business. We believe that fostering a culture of innovation, engaging with our external stakeholders and workforce, adhering to the profitabilityhighest standards of conduct, and setting measurable
near-term targets supports the sustainability of our business and we delivered that valuedrives better corporate outcomes. Our ongoing strategic board refreshment process led to our shareholders through disciplined capital allocation.
The year began with lingering effectsfour new directors in 2021-2024, two of one of the most volatile periods in energy industry history. New COVID-19 surges coupled with energy supply and demand rebalancing meant 2021 held many social and operational challenges. Guided by our strategy, the Board and management successfully navigated those challenges to make our business even stronger. We stayed rooted in our core values of One, Agile, Innovative and Driven. We kept our people safe, increased business resiliency, furthered our environmental, social and governance (“ESG”) performance and took actions to drive value for all our stakeholders.
A YEAR OF STRATEGIC ACCOMPLISHMENTS
We started 2021 by outlining a $1.5 billion stay-flat capital program that did not waver throughout the year despite inflationary pressures across the economy. This performance reinforces our track record of operational excellence, capital efficiency, innovation and unwavering environmental commitment. Our strong execution resulted in $2.3 billion of net debt reduction, which included the redemption of our 2021 and 2022 senior notes and increased our base dividend by 50%were added in the third quarter with cash on handpast two years, bringing a balance of tenure, age, background, and proceeds from divestitures.perspective.
Strategically we delivered on all our financial and operational promises and achieved our 8th safest year ever. We drove an 11% gain in capital efficiency year-over-year, which powered approximately $1.7 billion of free cash flow generation. We sold two assets ahead of schedule and above target price and are executing on our portfolio renewal program, which consists of organic appraisal and low-cost property bolt-ons. These actions further right-sized our balance sheet and focused our actions towards our carefully selected multi-basin portfolio that we operate today. In addition, we also set a new net debt target of $3.0 billion. This target representsFinally, I am proud to report the next milestone of our capital allocation framework that continues to drive value creation through increasing cash returns to shareholders. In the past year, our dividends and share buyback program returned $233 million to our shareholders.
Our Values
Core
One
Agile
Innovative
Driven
Foundational
Integrity
Safety
Sustainability
Trust
Respect
CONTINUED ENVIRONMENTAL ADVANCEMENT
In 2021,important progress the Ovintiv team made tremendous progresson safety performance. The Board was engaged throughout the year with the Company’s Safety Advisory Task Force (“Safety Task Force”). The Safety Task Force reported to the Environment, Health and Safety (“EHS”) Committee. This organization wide effort created a performance step-change in 2023. As can be seen in our sustainability focusresults, 2023 was an outstanding safety performance year across key metrics and continuedwe are constantly looking to improve safety awareness and procedures.
We are excited about the impressive results our exceptional environmental performance. Not only didCompany has generated. Looking forward, we beat our 33% methane intensity reduction target four years ahead of schedule, but we reduced Scope 1 & 2 greenhouse gas (“GHG”) intensity by over 20% from 2019 levels andare committed to a 50% Scope 1 & 2 GHG intensity reduction target by 2030, which is tied to compensationdeveloping our resource safely, efficiently, and responsibly, while also generating durable returns for all employees starting in 2022. We also announced our full alignment with the World Bank Zero Routine Flaring by 2030 initiative, nine years ahead of the initiative’s target. These achievements and ongoing initiatives are our latest actions as a responsible operator and a sustainable supplier of energy.
SOCIAL AND GOVERNANCE COMMITMENT
We continue to have an active and ongoing Board refreshment process. In 2021, we welcomed Katherine Minyard and George Pita to the Board, which marked our fourth and fifth new independent directors since 2019. Ms. Minyard’s and Mr. Pita’s addition to the Board, coupled with our Corporate Responsibility and Governance Committee’s formal adoption of a Diversity in Board Recruitment policy, furthers our commitment to Board diversity. We commit to continue our Board refreshment process, which allows us to benefit from new ideas and to adapt to evolving shareholder expectations. With a balance of tenures, a diversity of perspectives, and a range of skills – including industry expertise and relevant subject matter expertise – our Board is well-positioned to oversee Ovintiv’s management team.
PROACTIVE SHAREHOLDER ENGAGEMENT
The Board welcomes and values input from all shareholders and we continued our ongoing annual shareholder outreach process in 2021. Other Board members and I had the opportunity to engage with and solicit input from a large number of our shareholders. This process was extremely informative. We utilize the feedback from these interactions to enhance our decision-making on topics such as ESG disclosure, compensation target-setting, and Board composition.
In 2021, the Board was also excited to unanimously elect Brendan McCracken as President & CEO. His appointment was the culmination of our ongoing succession planning, and it reflects his strong leadership skills and track record for delivering strong results. We look forward to working with Brendan and his exemplary team to continue delivering on our operational, financial and ESG goals, which collectively drive value for all stakeholders.
We have a powerful purpose: producing safe, affordable, and reliable energy both profitably and sustainably with a keen focus on reducing emissions. The Board takes pride in the significant role that the full Ovintiv team plays in responsibly producing and delivering reliable products that contribute to energy security and quality of life for many plus help address energy poverty. Simply put, our products fuel the world and make modern life possible. We will generate superior returns and free cash flow by continuously improving capital efficiency and expanding margins while driving down emissions. We will deliver that value to our shareholders through disciplined capital allocation. Within this Proxy Statement you will see a number of strong actions taken by the Board to continue our best-in-class track record. We encourage you to interact with our new and dynamic sustainability website and our Annual Report to see additional details on all our recent actions and go-forward initiatives.
On behalf of the Board, thank you for your investment in our company.Company.
PETER A. DEA
CHAIR OF THE BOARD
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PETER A. DEA CHAIR OF THE BOARD | |
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| Ovintiv Inc. | 2024 Proxy Statement | 1 | ||||||||||||
TABLE OF CONTENTS
Our products fuel the world—
we make modern
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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Time and Date 8:00 a.m. (Mountain Time) on May | Place Online at www.virtualshareholder | Record Date March | The Notice of Internet Materials will be mailed to | |||
Meeting Agenda
Shareholders will be asked to vote on the following proposals at the 2022our 2024 Annual Meeting of Shareholders of Ovintiv (the “Meeting”):
| Item | Board Recommendation | ||||
| 1 | Election of Directors | FOReach director nominee nominated herein | |||
| 2 | Advisory Vote to Approve Compensation of Named Executive Officers | FOR | |||
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| Ratify PricewaterhouseCoopers LLP as Independent Auditors | FOR | ||||
Record Date
Shareholders at the close of business on the Record Date are entitled to receive notice of, and vote at, the Meeting and any adjournments or postponements thereof. As of the Record Date, there were 268,953,641 shares of Ovintiv common stock issued and outstanding.
The Notice of Internet Availability of Proxy Materials is being mailed to shareholders on or about March 21, 2024.
By Order of the Board,
Meghan N. Eilers
Executive Vice-President, General Counsel & Corporate Secretary
Ovintiv Inc.
March 21, 2024
Your Vote Is Important
You can vote your shares of Ovintiv common stock in any of the following ways: | ||||
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ONLINE
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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 or Notice of Internet Availability of Proxy Materials. | |||
| 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 or Notice of Internet Availability of Proxy Materials. | |||
| If you received a proxy card by mail, you can complete, sign and date the | |||
| AT THE MEETING Shareholders of record as of March | |||
| If you are a non-registered shareholder, please refer to the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you to vote in advance of or at the Meeting.
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IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY The SEC’s “Notice and Access” rule permits Ovintiv to deliver a Notice of Internet Availability of Proxy Materials to shareholders in lieu of paper copies of the company’s Proxy Statement, Annual Report on Form 10-K and related materials (collectively, the “Proxy Materials”). The Notice of Internet Availability of Proxy Materials provides instructions as to how shareholders can access the Proxy Materials through the Internet or, alternatively, request printed copies of the Proxy Materials be sent to them by mail. |
Ovintiv Inc. | 2024 Proxy Statement | 3 |
PROXY STATEMENT SUMMARY
This summary is provided for your convenience. It does not contain all of the information you should consider when casting your vote. We encourage you to read this entire Proxy Statement before voting. For additional information, please refer to the 20212023 Annual Report on Form 10-K of Ovintiv Inc. (“Ovintiv” or the “company”“Company”) dated February 25, 202227, 2024 (the “Annual Report”). Unless noted otherwise, information in this Proxy Statement is as of February 25, 2022.27, 2024. Certain measures in this Proxy Statement do not have any standardized meaning as prescribed by U.S. GAAP (as hereinafter defined) and, therefore, are considered non-GAAP measures (as hereinafter defined and noted by the † symbol). For additional information regarding non-GAAP measures, refer to Schedule CA of this Proxy Statement.
Our Approach
Generating Superior ReturnsBusiness Overview
• Four top tier assets with substantial operating scale • Generating strong cash flows from each asset Deep Inventory of Premium Drilling Locations • 10-15 yrs of oil & condensate and >20 yrs of natural gas inventory • Proven organic assessment and appraisal program Multi-Basin Advantage • Cross basin learnings and operational best practices employed across the Multi-Product Commodity Exposure • Balanced production across oil and natural gas
Generating Durable Returns • Expertise and culture to convert resource to Free Cash Flow† • Disciplined capital |
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Top Tier Operations & Performance
Ovintiv has a track record of strong execution and a focus on value creation. Our recent actions and go forward initiatives underpin our ability to sustainably generate shareholder value.Select 2023 Highlights
| Strong Financial Results
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Returned more than $730 million to
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| Seamless Acquisition Integration
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Key Year-End 2021 2023 Business Metrics
Our Approach to ESGSustainability
Producing safe, affordable and reliable energy both profitably and sustainably is a powerful purpose – one that we takeOvintiv takes seriously. Our products fuel the world and make modern life possible. Oil, natural gas, and natural gas liquids are essential to every aspect of life from transportation to education and healthcare. It is easy to forget how reliant families and communities across the globe are on oil and natural gas, from the clothes we wear, the food we eat, the mobility we cherish and the electronic technologies we rely on every day. The reliability and affordability of our products combat poverty, enhance quality of life and drive our economies. As a responsible and innovative producer of oil and natural gas, we are committed to drive progress and improve lives. ESG is a pillarResponsible business and sustainability are pillars of our business strategy. Our Board of Directors (the “Board”) and executive leadership team (“ELT”) direct our ESGenvironmental, social and governance (“ESG”) strategies, monitoring progress and performance through the Board’s committee structure. High standards for ESGsustainable excellence are established through our policies and programs, and employees understand the company’sCompany’s expectations and are empowered to take ownership of their own performance. By linking employee and executive compensation to ESGenvironmental and othersocial performance-related metrics, the Board is ensuring every team member is aligned to our continuous improvement. Starting in 2021, we included our methane emissions reductions target in our compensation scorecard. ForIn our 2022 compensation program, we established a Scope 1 & 2 GHG emissions intensity target, further incentivizing our team members to be both innovative and responsible in their daily decision-making. Our Scope 1 & 2 GHG emissions intensity target was not adjusted for acquisition or divestiture activity in 2023.
History of ESG Leadership
A History of Robust and Transparent Disclosure |
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Ovintiv Inc. | 2024 Proxy Statement | 5 |
OUR KEY ESGENVIRONMENTAL, SOCIAL & GOVERNANCE INITIATIVES
| EMISSIONS
• Scope 1 & 2 GHG intensity reduction target tied to •
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| TRANSPARENCY
• • Leading industry-wide initiatives through active trade association engagement with the American Exploration & Production Council, the Canadian Association of Petroleum Producers, and the American Petroleum Institute. • Produced disclosures aligned with Task Force on Climate-related Financial Disclosures (“TCFD”) and Sustainability Accounting Standards Board (“SASB”) guidance. | ||
| HUMAN CAPITAL
Our success is a direct result of the talent of our team and our ability to work together to achieve
Creating a culture of inclusion is consistent with our long-standing foundational values, and we seek to make sure that every employee has an equal opportunity for success at Ovintiv. | ||
| GOVERNANCE Strong corporate governance is the core of our
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Note:
| (1) | Ovintiv’s legacy operations are fully aligned today, full alignment of the Permian Acquisition assets is still in progress. |
To learn more about Ovintiv’s sustainability initiatives, please refer to our Sustainability Report, which is available on our website at www.ovintiv.com/sustainability/.under the “Sustainability” tab.
| Ovintiv |
COVID 19 Response
Safety Taskforce
At Ovintiv, safety is a foundational value and drives decision-making across the organization. We want every person who steps foot on our site to leave in the same condition they arrived.
In 2023, we have the advantage ofundertook an enriched safety mindset and a world class safety team that knows how to jump into immediate action. From the onset of this pandemic, we prioritized the physical and mental healthextensive, company-wide review of our employees, moving quicklysafety practices by an internal Safety Advisory Task Force and commissioned an independent review conducted by a third party, both of which reported directly to protect our team while continuingELT and Board of
Directors. Through these reviews, immediate action was taken, and four strategic initiatives emerged: Start Work Safely Authorization, Integrate Safety into Commercial Processes, Safety Leadership Competency Development and Embed One Safety Culture. We then established multi-disciplinary advisory groups to provide safe, reliablerecommendations and affordable energy.
A successful pandemic response waschart a priority at every level, starting at the top of our organization. Our executive
leadership team met regularly with our Pandemic Response Team (“PRT”) to discuss employee safety and business continuity. For the past two years, our Board has been actively engaged with our executives in providing oversight through this unprecedented situation. Our PRT continues to meet regularly, reviewing our approach to ensure we can do our work safely and in accordance with local regulations and health agency recommendations.path forward for each strategic initiative.
Shareholder Engagement
We value shareholder feedback and conduct an annual outreach program allowing investors to engage directly with members of our Board and management team to hear directly from our ELT. Weinstitutional investors, so that we understand the factors they consider to be most important when evaluating our Company. This engagement provides an opportunity for our Board and management team to answer questions our investors have about our approach to corporate governance, risk oversight, and strategy. In 2023, we continued this long-standing practice in 2021, and shareholders holding collectivelyby offering engagements to more than two-thirdstwo thirds of our outstanding Ovintiv common stock were offered the opportunity for this engagement.
In addition to shareholder engagement at the senior level, shareholders have the opportunity to engage with employees froma focus on governance and sustainability matters, as well as meetings with institutional investors during conferences and industry events. Additionally, we hosted one of our Operations, Finance, Legal, Human Resources, Government Relations, and Sustainability teams.largest institutional investors on a tour of our Permian field operations.
In 2023, we solicited holding >67% of our
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• Chair of the • Chair of the Corporate Responsibility and Governance Committee • Sustainability team leadership • Investor Relations team leadership
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Our Board Chair, Chair of the Human Resources and Compensation Committee (“HRC Committee”), Chair of the Corporate Responsibility and Governance Committee (“CRG Committee”) and members of our ELT and sustainability team were actively engaged in outreach discussions with shareholders. Overall, investors expressed strong support for Ovintiv.our strategy, risk management, disclosure practices and performance. We also gained valuable feedback during these discussions, which was shared with the rest of thefull Board and its relevant committees. Our Board is committed to constructive engagement, and these engagements have led to enhancements inwhich fuels ongoing discussions regarding how we can evolve our environmental, social, governance, executive compensation, and disclosure activities that thepractices. In this year’s engagements, we covered a wide range of topics, wherein our shareholders expressed approval of our current practices, and encouraged our Board believes are in the best interest of Ovintivto continue with our sustainability strategy, active shareholder engagement, and its shareholders.disclosure practices.
Ovintiv Inc. | 2024 Proxy Statement | 7 |
TOPIC | AREAS OF FOCUS | STATE OF PROGRESS | ||
| Environmental and emission reduction initiatives | • Methane emissions intensity • Measurement, targets and progress • Climate disclosures and frameworks • Industry collaboration • Costs of abatement • Technology and innovation • Scenario planning • Site and facility design
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• Leading methane leak detection and repair program. • Disclosure in line with TCFD and SASB. •
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| • Factors in board refreshment • Director commitments • Diversity of background and thought | •36% of our Board brings gender or ethnic diversity.
• Director overboarding policy implemented in 2023. • Director change in circumstance policy added in 2023. | ||
| Executive compensation | • Target-setting and commodity cyclicality • Performance metrics • Reference benchmarks • Vesting periods • Disclosure • ESG metrics |
•Relative TSR and return on invested capital (“ROIC”) drive long-term incentive (“LTI”) program. • Annual risk assessments of • Scope 1 & 2 GHG emissions intensity target is tied to all employees’ compensation. | ||
| • Safety culture • Talent pipeline |
•Outreach at multiple education levels to generate interest in energy careers. | ||
| Enterprise risk management | • Cybersecurity oversight • Board education on evolving risks |
• Leverage enterprise risk management (“ERM”) system to identify emerging risks, and | ||
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Items of Business
Item 1.Election of Directors
The Board of Ovintiv has nominated the following individuals for election as directors. As Mr. Mclntire is retiring as of May 1, 2024, and no new directors are standing for election, the size of the Board will be reduced from 12 to 11 effective as of the Meeting. Please refer to page 14 in this Proxy Statement for important information about the qualifications and experience of each of the following director nominees. Each director nominee has consented to being named in this Proxy Statement and has agreed to serve if elected.
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| Name | Age | Director Since | Background | Independent | Audit | CRG | EH&S | HRC | Reserves | |||||||||
PETER DEA (CHAIR) | 68 | 2010 | – Oil & Gas Exploration & Production – Former CEO | ✓ |
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MEG GENTLE | 47 | 2020 | – LNG Development – Former CEO and CFO | ✓ | M |
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HOWARD MAYSON | 69 | 2014 | – Reserves Evaluation and Commercialization – Global Lead/Country Manager | ✓ |
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BRENDAN MCCRACKEN | 46 | 2021 | – President & CEO of Ovintiv Inc. |
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LEE MCINTIRE | 73 | 2014 | – Engineering & Construction – Alternative Energy – Former CEO | ✓ |
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KATHERINE MINYARD | 46 | 2021 | – Energy Equity Research – Equity Investing | ✓ |
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STEVE NANCE | 65 | 2019 | – Oil & Gas Exploration & Production – Former CEO | ✓ |
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SUZANNE NIMOCKS | 62 | 2010 | – Strategic Consulting – Corporate Director | ✓ | M | C |
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GEORGE PITA | 60 | 2021 | – Infrastructure Construction – Current CFO | ✓ | M |
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THOMAS RICKS | 68 | 2019 | – Wealth Management – Former Chief Investment Officer | ✓ |
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BRIAN SHAW | 68 | 2013 | – Global Capital Markets – Equity Investing – Former CEO | ✓ | M |
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BRUCE WATERMAN | 71 | 2010 | – Agriculture and Oil & Gas Exploration & Production – Former CFO | ✓ | C |
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C = Chair
M = Member
Peter A. Dea Age: 70 Colorado Independent Director Since 2010 Chairman Since 2020 |
Sippy Chhina Age: 57 Alberta Independent Director Since 2024 Committees: Audit and Reserves |
Meg A. Gentle Age: 49 Texas Independent Director Since 2020 Committees: Audit and HRC |
Ralph Izzo Age: 66 New Jersey Independent Director Since 2022 Committees: CRG and EH&S |
Howard J. Mayson Age: 71 Colorado Independent Director Since 2014 Committees: Reserves (Chair) |
Brendan M. McCracken Age: 48 Colorado Non-Independent Director Since 2021 |
Steven W. Nance Age: 67 Texas Independent Director Since 2019 Committees: EH&S (Chair) |
Suzanne P. Nimocks Age: 64 Texas Independent Director Since 2010 Committees: CRG (Chair) and Audit |
George L. Pita Age: 62 Florida Independent Director Since 2021 Committees: Audit (Chair) and Reserves |
Thomas G. Ricks Age: 70 Texas Independent Director Since 2019 Committees: HRC (Chair) and CRG |
Brian G. Shaw Age: 70 Ontario Independent Director Since 2013 Committees: Audit and EH&S |
The Board recommends that you vote FOR the election of each of our eleven nominees to serve as directors of the companyCompany until the earlier of (i) Ovintiv’s 20232025 Annual Meeting of Shareholders; (ii) in each case, their successor is duly elected and qualified; or (iii) in each case, their death, resignation or removal.
Ovintiv Inc. | 2024 Proxy Statement | 9 |
Item 2. Advisory Vote to Approve Compensation of Named Executive Officers
At the company’s 2018Company’s 2023 annual meeting, shareholders voted, on a non-binding advisory basis, to hold say-on-pay votes annually. That recommendation has been adopted by Ovintiv and, accordingly, we are asking our shareholders to approve, on ana non-binding advisory basis, our named executive officer (“NEO”) compensation for fiscal year 2021.2023 as disclosed pursuant to Item 402 of Regulation S-K.
The Board recommends that you vote FOR this resolution because it believes that the policies and practices described in the “Compensation Discussion and Analysis”“Executive Compensation” section beginning on page 3743 of this Proxy Statement are effective in achieving the company’sCompany’s goals of aligning pay to performance and to NEOs’ levels of responsibility, encouraging our NEOs to remain focused on both short and long-term financial and strategic goals, and linking NEO performance to shareholder value.
Item 3. Increase Share Reserve of Omnibus Incentive Plan
Pursuant to the Omnibus Incentive Plan of Ovintiv Inc., dated February 13, 2019 (as amended January 24, 2020 and as summarized on Schedule A to this Proxy Statement and attached as Schedule D to this Proxy Statement, the “Omnibus Incentive Plan”) and as required by applicable securities laws and stock exchange rules, shareholder approval is required to increase the maximum number of shares of Ovintiv common stock that may be issued from treasury or purchased on the open market and delivered to plan participants in settlement of Awards (as defined herein) granted thereunder (the “Share Reserve”). We are asking shareholders to approve an increase to the Share Reserve of 6,000,000 shares of Ovintiv common stock, so that the maximum number of shares of Ovintiv common stock that may be issued from treasury or purchased on the open market and delivered to participants under the Omnibus Incentive Plan will be 12,000,000 shares.
The grant of Awards under the Omnibus Incentive Plan is an integral component of the compensation of Ovintiv employees and a key part of our short and long-term incentive pay. A significant portion of Ovintiv employees’ compensation in 2021 was in the form of Awards, which vest over a period of not less than one year and which may be settled in cash or shares of Ovintiv common stock either issued from treasury or purchased on the open market. This form of compensation (i) provides competitive pay opportunities to attract, motivate and retain employees through multi-year vesting periods; (ii) provides performance-based compensation that aligns the interests of management and shareholders without excessive risk; (iii) rewards employee performance in achieving Ovintiv’s long-term corporate goals and shareholder objectives; and (iv) aligns Ovintiv with corporate governance and compensation best practices. Based on historical Award issuances and settlements, as well as Ovintiv’s current share price, we anticipate that this requested Share Reserve increase, if approved, will provide for sufficient settlement of Awards in shares of Ovintiv common stock through 2027. The Board recommends that you vote FOR this amendment.
Item 4.Ratify PricewaterhouseCoopers LLP as Independent Auditors
We are asking our shareholders to ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors for fiscal year 2022.2024. A summary of fees paid to PricewaterhouseCoopers LLP for services provided in fiscal years 20212023 and 20202022 is provided on page 6364 of this Proxy Statement. The Board recommends that you vote FOR this ratification.
If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor:
INNISFREE M&A INCORPORATED
Shareholders may call toll-free: (877) 750-8332750-0537
Banks and brokers may call collect: (212) 750-5833
Shareholder’s Guide to Voting at the Annual Meeting
The Board is soliciting your proxy to vote your shares at the Meeting on the following matters:
Item | Board Recommendation | |||
1 | Election of Directors | FOR each director nominee nominated herein | ||
2 | Advisory Vote to Approve Compensation of Named Executive Officers | FOR | ||
3 | ||||
Ratify PricewaterhouseCoopers LLP as Independent Auditors | FOR | |||
10 | 2024 Proxy Statement | Ovintiv Inc. |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Board Refreshment |
Two new members have been added to the Board in the past two years, both of which are independent. The Board | ||||||||||||
AGE
DIVERSITY INDEPENDENCE | How We Build an Effective Board While identifying potential Board members, the The CRG Committee continually assesses the Board and the skill sets, experiences and characteristics represented by the directors to ensure alignment with the Company’s strategic objectives and evolving needs and expectations. Our directors bring a broad range of backgrounds to the Board, with more than half of independent directors coming from industries outside of exploration and production (“E&P”). Ovintiv is fortunate to have a Board that balances institutional knowledge and fresh perspectives. The CRG Committee believes that the Board should be continually refreshed to introduce new ideas and skill sets that contribute to enhanced Board decision-making and position the Company to effectively adapt to evolving market conditions. In 2020, the CRG Committee reinforced a multi-year strategic Board refreshment process to review Board composition and diversity, assess key skill sets and future requirements aligned with the Company’s strategic plan, ensure the governance processes around renewal were robust and assist with the identification of future qualified director candidates. This led to the addition of Ralph Izzo in September 2022 and Sippy Chhina in January of 2024. Both of these recent Board additions bring a depth of experience outside of the traditional E&P space. Our Board’s thorough director orientation and continuing education process complement this refreshment process. The CRG Committee has a process to ensure qualified nominees recommended by shareholders will receive timely consideration. Please see “Shareholder Proposals and Director Nominations” on page 81 of this Proxy Statement for more details. | |||||||||||||
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How We Build an Effective Board
The CRG Committee continually assesses the Board and the skill sets, experiences and characteristics represented by the directors to ensure alignment with the company’s strategic objectives and evolving needs and expectations. Ovintiv is fortunate to have a Board that balances experienced institutional knowledge and fresh perspectives. Our directors bring a broad range of backgrounds to the Board, with more than half of independent directors coming from industries outside of exploration and production (“E&P”).
The CRG Committee believes that the Board should be continually refreshed to introduce new ideas and skill sets that contribute to enhanced Board decision-making and position the company to effectively adapt to evolving market conditions. At its meeting in April 2020, the CRG Committee reinforced a multi-year strategic Board refreshment process. The Committee evaluated third-party consultants to support this process. In June 2020, Heidrick & Struggles, a leading consulting firm, was engaged to review Board composition and diversity, assess key skill sets and future requirements aligned with the company’s strategic plan, ensure the governance processes around renewal were robust and assist with the identification of future qualified director candidates. This led to the addition of Meg Gentle to the Board in December 2020, Katherine Minyard in March 2021 and George Pita in July 2021. All three of these recent Board additions bring a depth of experience outside of traditional E&P. Board refreshment is an ongoing process. Our Board’s thorough director orientation and continuing education process complement this refreshment process.
Since 2019, the company has added five new independent directors with three of the five adding gender or racial and ethnic diversity to the boardroom. In the course of identifying potential Board members, the CRG Committee takes into consideration a variety of factors including age, gender, ethnicity, professional background, leadership, corporate governance experience, and past industry experiences. Other important considerations include leadership style, judgment and demonstrated strategic thinking. The CRG Committee balances these considerations against its ongoing assessment of the existing directors’ skills, experiences, and characteristics. The CRG Committee and our Board recognize the value of bringing a diverse range of perspectives to the work of overseeing the risks and strategic direction of our company. In 2021, the Board adopted a Diversity of Board Candidates Policy, which commits the CRG Committee to include female and racially or ethnically diverse candidates in each director search undertaken.
The CRG Committee has a process to ensure qualified nominees recommended by shareholders will receive timely consideration. Please see “Shareholder Proposals and Director Nominations” on page 65 of this Proxy Statement for more details.
12 | 2024 Proxy Statement | Ovintiv Inc. |
The skills and expertise of an effective Board need to align with the strategic priorities of Ovintiv. The below skills matrix is tested and assessed regularly and evolves with the needs of the organization. As shown below, each director nominee brings a balance of perspectives.
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Chhina |
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Izzo |
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McCracken |
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Nimocks |
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Ricks |
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| Accounting and Finance: Experience with financial services or complex financial transactions, including both debt and equity. | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||
| Environment, Sustainability & Safety: Environmental/sustainability experience to identify and adapt to strategic and emerging issues necessary to support long-term value creation and ensure the business remains responsible and sustainable in the long-term. | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||
| Financial Reporting: Audit committee financial expert as defined by the U.S. Securities and Exchange Commission. | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||
| Governance/Public Company Board Experience: Governance experience gained through board service or experience as a public company executive. | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||
| Human Capital Management: Expertise in compensation design and oversight of social issues, including diversity and inclusion. | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||
| Industry: Industry experience that provides valuable perspectives on issues specific to the energy sector as well as managing the operations of the complex E&P business. | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||
| Public Policy and Government Relations: Experience in government relations, public policy or regulatory matters. | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||
| Reserves: Experience reviewing externally disclosed natural gas and oil reserves and resources data. | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||
| Risk Management: Experience identifying, managing and mitigating corporate risks including cybersecurity. | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||
| Technology & Innovation: Experience identifying and capturing new technological advances applicable to our business. | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||
| CEO/Sr. Officer Experience: Experience working as a CEO or Senior Executive of a public company. | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||
| Background | ||||||||||||||||||||||||
Tenure | 14 | 0 | 3 | 1 | 10 | 3 | 5 | 14 | 3 | 5 | 11 | |||||||||||||
Age | 70 | 57 | 49 | 66 | 71 | 48 | 67 | 64 | 62 | 70 | 70 | |||||||||||||
| Diversity | ||||||||||||||||||||||||
Gender | M | F | F | M | M | M | M | F | M | M | M | |||||||||||||
Race/Ethnicity | ✓ | ✓ | ||||||||||||||||||||||
Ovintiv Inc. | 2024 Proxy Statement | 13 |
Director Nominees
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PETER A. DEA Age: 70 Colorado Independent Director Since 2010 Chairman Since 2020 |
BACKGROUND
Mr. Dea has a
Recognized
Through personal and professional efforts, Mr. Dea has prioritized sustainability and stewardship. He initiated the Emissions Savings Program at Western Gas Resources in 2008 and, with his family, established a foundation that supports education, science, and conservation causes. He is | |||||
CURRENT ROLES • Executive Chairman, • President and • Director, Antero Midstream Corporation (2018-present) • Director, Liberty Energy Inc. (2018-present) • Director, Crested Butte Land |
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• CEO and Chairman, Barrett Resources Corporation • Trustee, The Nature Conservancy • Trustee and Chair, Denver Museum of Nature & Science • Co-Chair, ACE Scholarships • Director, Echostar Communications Inc. • Trustee, Western Colorado University | |||||
EDUCATION AND CREDENTIALS
• MSc, Geology, University of Montana • BA, Geology, Western Colorado University
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RECOGNITION • Western Energy Alliance Wildcatter of the Year • Member of the Rocky Mountain Oil and Gas Hall of Fame, the All American Wildcatters and The Explorers Club • Colorado Oil & Gas Association Lifetime Achievement Award • Western Colorado University Award for Excellence • American Association of Petroleum Geologists “Heritage of the Petroleum Geologist” Honoree | ||||||
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Environment,
& Safety | Governance/ Public Company Board Experience | Human Capital Management | Industry | Public Policy & Government Relations | Reserves | Risk Management | Technology & Innovation | CEO/ Sr. Officer Experience | ||||||||||||||
14 | 2024 Proxy Statement | Ovintiv Inc. |
SIPPY CHHINA Age: Alberta Independent Director Committees: Audit and
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BACKGROUND
Ms. In Ms. Chhina’s professional career, she was either the lead audit partner, a quality assurance partner, or the lead advisory partner serving some of Deloitte LLP’s largest public company energy sector clients. Ms. Chhina’s experience includes companies operating in sub sectors such as oil and gas, power, renewables, and related infrastructure across North America, South America, and Africa. She was also the lead audit partner for investees of large Canadian and U.S. private equity and pension funds operating either directly or through infrastructure investments in the energy and related services sector. In her client facing role, Ms. Chhina provided services with respect to audits, securities offerings, IPOs/MBOs, M&A transaction advisory, corporate structuring, business model design, master data management, supply chain, and ESG with a focus on energy transition and decarbonization strategies. Ms. Chhina is known for growth-focused leadership, her strength as a strategic advisor, her ability to lead transformative change, to simplify complex issues which coupled with her stakeholder-centric approach, helped her successfully advise and guide organizations through ever evolving market, regulatory and stakeholder expectations. She is fluent in English, Hindi, and Punjabi. | |||
CURRENT ROLES • Board Ready Women • Board Director • Treasurer EDUCATION • Inter Commerce Degree, Sambalpur University, 1985 • Certified Management Accountant Designation 1989, Society of Management Accountants of Alberta • National Honor Roll, 1992 Uniform Final Exam for Chartered Accountant Designation, CPA Canada • Deloitte Leadership Development Program, Columbia University Graduate School of Business, December 2006 • ICD-Rotman Directors Education Program, April 2023, Institute of Corporate Directors, ICD.D, June 2023 RECOGNITION • Deloitte Board Readiness Certification, June 2023 • Calgary Influential Women in Business (CIWB) Award Recipient, 2023 | PREVIOUS ROLES • Director, Deloitte LLP • Compensation Committee • Board Chair Nomination Committee • Co-Chair Strategy, Ethics and Risk Committee • Co-Chair Audit Quality Committee • Partner, Deloitte LLP, • Various client service and leadership roles • Partner, BDO LLP • Various roles from staff accountant to senior manager • Financial Consultant, various entities, including construction, financial services, and professional service organizations • Financial Analyst to Controller, Bayford Merrifield Inc. • Mount Royal University Foundation, • Governor, 2017-2020 • Governance Committee • Calgary Petroleum Club • Board of Governors • Finance Committee • Membership Committee • Marketing Committee • Communications Committee • President (Chair) and Past President (Past Chair) | |||
SKILLS AND EXPERTISE | ||||||||||||||
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| Accounting & Finance | Environment, Sustainability & Safety | Financial Reporting | Governance/ Public Company Board Experience | Industry | Reserves | Risk Management | Technology & Innovation | |||||||
Ovintiv Inc. | 2024 Proxy Statement | 15 |
MEG A. GENTLE Age: 49 Texas Independent Director Since 2020 Committees: Audit and HRC | BACKGROUND Ms. Gentle is an energy expert with focused experience in finance, business development and gas marketing Ms. Gentle’s experience with HIF Global gives her unique insights into climate risks, mitigation and strategy, among other sustainability-related initiatives. Prior to HIF,
She now shares her international expertise in her non-profit work, serving on the Board of Directors for the Atlantic Council, a think tank devoted to shaping policy choices and
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CURRENT ROLES
• Executive Director, HIF Global • Director, The Atlantic Council • Director, Council on Foreign Relations • Executive Committee (Board of Visitors), University of Texas MD Anderson Cancer Center • Director, Casa de Esperanza de los Niños (House of Hope for Children) | PREVIOUS ROLES
• President and CEO, Tellurian Inc. • Director, Tellurian Inc. (2016-2020) • Director, Cheniere Energy Partners L.P. • Various leadership roles with Cheniere Energy, Inc., including: • EVP Marketing •
• Senior VP – Strategic Planning & Finance • Director, U.S. India Business Council • Director, White House Historical Association | |||||
EDUCATION AND CREDENTIALS
• BA, Economics and International Affairs, James Madison University | RECOGNITION • | |||||
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| Accounting & Finance | Environment, Sustainability & Safety | Financial Reporting | Governance/ Public Company Board Experience | Human Capital Management | Industry | Public Policy & Government Relations | Reserves | Risk Management | CEO/ Sr. Officer Experience | |||||||||||||||
16 | 2024 Proxy Statement | Ovintiv Inc. |
RALPH IZZO Age: 66 New Jersey Independent Director Since 2022 Committees: CRG and EH&S |
BACKGROUND
Mr. Izzo is a well-known leader in the utility industry and a national energy policy expert. He brings 30-plus years of experience in strategic planning, finance, risk management and public policy to the Board, as well as experience leading large, regulated companies. Mr. Izzo most recently served as the Executive Chair of Public Service Enterprise Group Incorporated (PSEG), having previously retired as its President and CEO. In this leadership role, he was a strategic advisor to the publicly traded, diversified energy holding company, whose largest subsidiary is a utility company providing affordable, reliable energy to major U.S. East Coast cities. He has diverse experiences across the energy industry, including roles with alternative and emerging energy technologies. This unique background provides valuable perspectives on the future global transition to lower carbon solutions. He is also a member of the U.S. Department of Energy’s Fusion Energy Sciences Advisory Committee and the former chair of the Nuclear Energy Institute. Throughout his career, Mr. Izzo has been committed to leading companies and communities toward a more sustainable path. He worked alongside PSEG’s 12,500 employees, delivering on the company’s vision for universal access to cleaner, more reliable, resilient and affordable energy. Today, he engages in energy policy matters and advises several utility and energy companies on a more energy-efficient future. | |||
CURRENT ROLES • Director, Bank of New York (BNY) Mellon (2020-present) • Director, TerraPower, LLC • Member, U.S. Department of Energy’s Fusion Energy Sciences Advisory Committee • Director, Liberty Science Center • Director, New Jersey Performing Arts Center • Dean’s Advisory Board, Columbia University School of Engineering and Applied Science • Trustee, Princeton University Andlinger Center on Energy and Environment • Trustee, Peddie School • Director, Community Food Bank of New Jersey • Director, CMS Energy (2023-present) | PREVIOUS ROLES • Executive Chair, Public Service Enterprise Group Incorporated (PSEG) (2022) • Director, The Williams Companies, Inc. • Director and Chair, Nuclear Energy Institute • Director, Edison Electric Institute • Director, Nuclear Energy Insurance LLC • Chair, New Jersey Chamber of Commerce • Chair, Board of Governors, Rutgers University • Various leadership roles with PSEG (2006-2022), including: • Chairman of the Board • President and CEO • President and COO | |||
EDUCATION AND CREDENTIALS • PhD, Applied Physics, Columbia University • MBA, Finance, Rutgers Business School • MS, Mechanical Engineering, Columbia University • BS, Mechanical Engineering, Columbia University | RECOGNITION • Elected to the New Jersey Hall of Fame • 2022 Recipient of the US Energy Award, US Energy Association • 2022 Lifetime Achievement Award, Platts Global Energy • Proclamations of Thanks and Congratulations for Career Accomplishments, Governor of New Jersey and the State Senate | |||
SKILLS AND EXPERTISE | ||||||||||||||||||
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| Accounting & Finance | Environment, Sustainability & Safety | Governance/ Public Company Board Experience | Human Capital Management | Industry | Public Policy & Government Relations | Risk Management | Technology & Innovation | CEO/ Sr. Officer Experience | ||||||||||
Ovintiv Inc. | 2024 Proxy Statement | 17 |
HOWARD J. MAYSON Age: 71 Colorado Independent Director Since 2014 Committees: Reserves (Chair) | BACKGROUND Mr. Mayson is a senior E&P executive with over 45 years in business management, leadership and technology underpinned by a strong technical and operational background. His career has touched most of the world’s major oil and gas producing areas. He has been
He has shown strong commitment to environmental protection in professional settings, particularly overseas, where standards can be lax. On a
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CURRENT ROLES
• • Director of private energy-related companies in the U.K. and Canada • Science Advisory Board Member, Koloma | PREVIOUS ROLES
• Various leadership roles with BP p.l.c., including: • SVP, E&P Technology • CEO, BP Russia • • •
• Chair, Industrial Advisory Board, Institute of Petroleum Engineering • International operational roles early in career with Schlumberger | |||||
EDUCATION AND CREDENTIALS
• • MSc, Mechanical Engineering, MIT | ||||||
• BEng (Hons), Engineering, University of Sheffield | RECOGNITION • Awarded an Honorary Doctor of Engineering by Scotland’s Heriot-Watt University in 2008 | |||||
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Environment, Sustainability & Safety | Governance/ Public Company Board Experience | Human Capital Management | Industry | Public Policy & Government Relations | Reserves | Risk Management | Technology & Innovation | CEO/ Sr. Officer Experience | ||||||||||||||
18 | 2024 Proxy Statement | Ovintiv Inc. |
BRENDAN M. MCCRACKEN Age: 48 Colorado Non-Independent Director Since2021 |
BACKGROUND
Mr. McCracken
Under Mr. Mr. McCracken is a driven, disciplined and | |||
CURRENT ROLES • President & CEO, Ovintiv Inc. • Director and Executive Committee Member, American Exploration and Production Council • Governor and Executive Committee Member, Canadian Association of Petroleum
• Director, American Petroleum Institute | PREVIOUS ROLES • Various senior leadership roles with Ovintiv, including: • President • EVP, Corporate Development and External Affairs • VP, General Manager of Canadian Operations • VP, Investor Relations • Director, Calgary Philharmonic Orchestra | |||
• • BSc, Mechanical Engineering, Queen’s University • P. Eng. Member, Association of Professional Engineers and Geoscientists of Alberta |
• Oilweek magazine Rising Star •
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| 2024 Proxy Statement | 19 | |||||
Age: Texas Independent Director Committees: EH and Reserves |
BACKGROUND
Mr. Nance is In his more than 10-year career as a corporate director, he has
After retiring from his corporate career, Mr. Nance leveraged his significant C-level experience to build a consulting business providing coaching and leadership development to executives, including assisting with succession planning and strategic direction.
He oil and gas industry. | ||||||||||||
CURRENT ROLES
• President and Manager, Steele Creek Energy, LLC • Member, Society of Petroleum Engineers | PREVIOUS ROLES
• Director, Cloud Peak Energy, Inc. (2010-2019) • • Trustee, Independent Petroleum Association of America (IPAA) • President, Chairman and CEO, XPLOR Energy • President, Peoples Energy Production Company • • • Dean’s Council, Whitacre College of Engineering, Texas Tech • Director, The | ||||||||||||
EDUCATION AND CREDENTIALS
• BSc, Petroleum Engineering, Texas Tech University • Registered Professional Engineer (Inactive Status), Texas | RECOGNITION • Academy of Petroleum Engineering inductee, Texas Tech • Distinguished Engineer honoree, Texas Tech • Harold Winkler Lifetime Achievement Award for Petroleum Engineering, Texas Tech | ||||||||||||
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Accounting
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& Safety | Governance/ Public Company Board Experience | Human Capital Management | Industry | Reserves | Risk Management | Technology & Innovation | CEO/ Sr. Officer Experience | ||||||||||||
20 | 2024 Proxy Statement | Ovintiv Inc. |
SUZANNE P. NIMOCKS Age: 64 Texas Independent Director Since 2010 Committees: CRG (Chair) and Audit | BACKGROUND Ms. Nimocks has She is also a director
Previously a
Ms. Nimocks | ||||||||||||
CURRENT ROLES • Director, Brookfield Infrastructure Partners (2022-present) • Lead Independent Director (2012-present) and Chair of the |
• • Co-founder and Advisory Board Member, Advancing Women Executives • Trustee, Texas Children’s Hospital | PREVIOUS ROLES
• Director, Valaris plc • Director, ArcelorMittal (2011-2022) • Director, AXIP Energy Services • Various leadership roles with McKinsey & Company, including: • Director (Senior Partner) • Managing Partner, Houston Office • Member, Global Senior Partner Election Committee • • • Trustee, St. John’s School • Director, United Way of the Texas Gulf Coast • Trustee, Kay Bailey Hutchison Center for Energy Law and Business, University of Texas | |||||||||||
EDUCATION AND CREDENTIALS
•
• BA, Economics, Tufts University | RECOGNITION • 2023, 2018 Most Influential Directors, Women Inc. • Most Influential Women in Energy, Houston Business Journal | ||||||||||||
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Accounting
| Environment,
& Safety | Governance/ Public Company Board Experience | Human Capital Management | Industry | Risk Management | Technology & Innovation | ||||||||||||
Ovintiv Inc. | 2024 Proxy Statement | 21 |
GEORGE L. PITA Age: 62 Florida Independent Director Committees: Audit |
BACKGROUND
Mr.
Prior to his experience at MasTec, | ||||||
• Advisor, MasTec, Inc. • Advisory Board, Accounting School, University of |
•
• Director and Chair of Audit Committee, Goodwill Industries of South Florida • Member, Latino Corporate Directors Association • Member, Digital Directors Network (group specializing in cybersecurity and other technology matters) |
• EVP and CFO, Stuart Weitzman Holdings LLC • Various leadership roles with Perry Ellis International, including: • EVP and CFO • SVP Strategic Planning • SVP Direct Retail, ASI and wholesale golf operations • Various leadership roles with Sunglass Hut International, including: • EVP and CFO • VP Finance, Chief Accounting Officer • VP International Business Development • Various roles with Arthur Andersen, including Senior Audit Manager • Director and Chair of Audit Committee, Jupiter Acquisition Corp. | |||||
EDUCATION AND CREDENTIALS
• BA, Accounting, University of Miami | |||||||
RECOGNITION • 2022 Latino Leaders, CSuite Magazine • 2021’s 100 Most Influential Latinos in Energy, Latino Leaders • Top-Rated CFO in 2022 & 2023, Institutional Investor Magazine, Mid Cap E&C (MasTec also rated Most Honored Company, IR Program in Mid Cap E&C, 2022 & 2023) • All American Executive Team (MasTec), Institutional Investor Magazine, Mid Cap E&C, 2018, 2019, 2020, 2021, 2022, 2023 • 2017 Turnaround Achievement Award (MasTec), South Florida Business Journal | |||||||
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22 | 2024 Proxy Statement | Ovintiv Inc. |
THOMAS G. RICKS Age: 70 Texas Independent Director Committees: and CRG |
BACKGROUND
Mr. Ricks
Mr. Ricks uses his capital management expertise to chair Ovintiv’s Human Resource and Compensation Committee, and frequently engages with shareholders, soliciting feedback on the Company’s executive compensation program which is shared around the Board table. He served as
Mr. Ricks joined the Ovintiv Board in 2019 following the acquisition of Newfield Exploration Company. He | ||||
CURRENT ROLES
| • Director, Sensei Biotherapeutics, Inc. (2015-present) EDUCATION AND CREDENTIALS • MBA, University of Chicago • BA, Economics, Trinity College |
• Director,
• • CEO, The University of Texas Investment Management Company • Various leadership roles with the University of Texas System, including: • Vice Chancellor, Asset Management • Executive Director, Finance and Private Investments • Director, Newfield Exploration Company (1992-2019) • Director, Argus Pharmaceuticals
• Director, BDM International •
• Investment Advisor, St. David’s Foundation | |||
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| Accounting & Finance | Environment,
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Ovintiv Inc. | 2024 Proxy Statement | 23 |
BRIAN G. SHAW Age: Ontario Independent Director Committees: Audit and EH&S |
BACKGROUND
Mr. Shaw brings deep experience in capital markets and investing as the former Chairman and CEO of a league-leading capital markets business at CIBC, one of Canada’s major banks. From the initial perspective of the trading desk, he ultimately Mr. Shaw shares his investment strategy expertise gained from building and executing arbitrage strategies and leading an institutional equities and research division. His role as CEO also gave him experience managing an international regulatory environment and leading a significant workforce of 2,500 full-time employees. Now a private investor, he continues to apply his experiences identifying emerging opportunities and appreciating the investor mindset, serving | |||||
CURRENT ROLES
• Director,
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•
• Director, NuVista Energy Ltd. (2014-2022) • Director, Patheon Inc. • Director, PrairieSky Royalty Ltd. • Director, Lakeview Mortgage Funding Inc. • Director, Toronto Symphony Orchestra • Director, Toronto CFA Society | |||||
EDUCATION AND CREDENTIALS
• MBA, University of Alberta • BComm, University of Alberta
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RECOGNITION • Serves on multiple Advisory Boards within asset management and financial advisory, including Sionna Investment Managers, Prime Quadrant, Hillmount Mortgage Fund, Fulcra Asset Management, among others • Regular speaker on the University circuit, including the Inaugural Trader in Residence, McMaster University | ||||||
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Notes:
Human Capital Management |
& Government Relations | Risk Management | CEO/ Sr. Officer Experience |
24 | 2024 Proxy Statement | Ovintiv Inc. |
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The Board is responsible for overseeing Ovintiv’s overall business and for stewarding our operations and strategic objectives in a manner consistent with shareholder interests.
Overview of Board Leadership Structure
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 | Independent Chair of the Board | |
| All of our directors are independent, with the exception of our CEO | |
| Active participation and engagement by all directors | |
| All of the members of the Audit, CRG, EH&S, HRC and Reserves Committees are independent | |
| More than half of the members of the Audit Committee are financial experts | |
The responsibilities of the Board are more fully described in the Board of Directors’ Mandate.Charter. The Board of Directors’ Mandate,Charter, as well as the mandatescharters of each Board committee, are available on Ovintiv’s website athttps://www.ovintiv.com/mandates-guidelines/.under the “Investors-Corporate Governance” tab.
Our Governance Best Practices
| Declassified |
| Separation of Board Chair and CEO roles |
| No interlocking directorships with other reporting issuers | |||||||||
| Chair of the Board, committee chairs and committee members are all independent |
| No dual-class shares |
| Prohibition on hedging or pledging for directors and executives | |||||||||
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| Evaluation of Board, committee and director performance periodically conducted by a third party |
| Executive incentive compensation clawback policy updated in 2023 to comply with new NYSE requirements |
| Annual advisory vote on executive compensation | |||||||||
| Executive sessions held by independent directors at regular Board and committee meetings |
| Business Code of Conduct and comprehensive ethics and compliance program |
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| Majority voting for directors in uncontested elections |
| Stock ownership guidelines for executives and directors | |||||||||||
| Proxy access right |
| Proactive shareholder engagement | |||||||||||
Independent Chair of the Board
Our bylaws mandaterequire the separation of the Chief Executive Officer (“CEO”) and the Chair of the Board (the “Board Chair”) roles. The Board Chair must be independent and is appointed by the Board based on a CRG Committee recommendation. The Board Chair is responsible for ensuring the effective functioning of the Board and serves as the primary liaison between
independent directors and
the CEO. In addition, the Board Chair serves as an Ex Officio member of the Board’s committees. In that capacity, the Board Chair may vote when necessary to achieve a quorum. General guidelines for the Board Chair, committee Chairs and CEO are available on our website athttps://www.ovintiv.com/mandates-guidelines/.under the “Investors-Corporate Governance” tab.
Ovintiv Inc. | 2024 Proxy Statement | 25 |
Director Independence
Our Corporate Governance Guidelines require that the Board consist of a majority of independent directors. Apart from our CEO, all of our director nominees are independent. To determine whether a director is “independent,” the Board applies the following criteria:
the director must not have a disqualifying relationship, as specified by applicable securities laws and stock exchange rules; and
| • | the director must not have a disqualifying relationship, as specified by applicable securities laws and stock exchange rules; and |
| • | the director must not have a material relationship with Ovintiv directly, or as an officer, shareholder or partner of an organization that has a relationship with Ovintiv. |
the director must not have a material relationship with Ovintiv directly, or as an officer, shareholder or partner of an organization that has a relationship with Ovintiv.
When determining director independence, the Board does not consider transactions: (i) involving less than $120,000; (ii) with entities for which a director or immediate family member served only as a director or trustee; and (iii) with entities in which a director’s or an immediate family member’s only interest is less than a 10% ownership interest.
Risk Oversight
OurAs part of its charter, the Board is responsible for oversight of Ovintiv’s enterprise risk oversight, including regular monitoringmanagement processes, which are governed by the Corporate Risk Management Policy. The policy ensures that short-term, intermediate-term and long-term risks are evaluated properly and the policy outlines the Board’s responsibilities to ensure (i) a system is in place to identify the efficacy ofprincipal risks to Ovintiv and the best practical procedures are in place to monitor and mitigate these risks and (ii) review Ovintiv’s keyquarterly corporate risk management programs, control processes,reports and cybersecurity protocols.related material that identifies the significant risks to Ovintiv and the mitigation strategies in place. Board committees help dischargefulfill this responsibility by managing issues under their purview and reporting regularly to the full Board. The committees review policies and practices relevant to their assigned risk
management areas and work closely with management to ensure key
controls and processes are in place. The Board receives regular updates from its standing committees on individual categories of risk and receives a report periodically from the Chair of the Audit Committee about oversight efforts and coordination. The Board consults with outside experts and advisors to re-assess the Company’s risk environment (see “Director Continuing Education in 2023” on page 32), and the Audit Committee regularly receives updates from the Vice-President and Deputy General Counsel, who reports directly to the General Counsel.
Our Audit Committee has direct oversight on the Company’s information security protocols, policies, and practices. The Board has also invited a privacy and data security expert to give the Board an update on cybersecurity and corporate best practices for information security.
26 | 2024 Proxy Statement | Ovintiv Inc. |
Committee Oversight of ESGRisk, Environmental, Social and Governance Matters
OversightIn addition to Board oversight of ESG matters is a key componentOvintiv’s enterprise risk processes, each committee has direct oversight of the Board’s risk oversight function. specific risks including, cybersecurity, environmental, social, governance and sustainability.
The Board also offers guidance on Ovintiv’s ESG disclosure, including ourdisclosures and its annual Sustainability Report.
Three Below is an overview of the risk oversight responsibilities of each of the Board’s standing committees provide further oversight and guidance on different aspects of Ovintiv’s key ESG issues.committees.
| CRG Committee | EH&S Committee | ||
The Audit Committee has direct oversight of the Company’s financial information and holds regular executive sessions with the Company’s external auditors. The Audit Committee’s Charter expressly includes direct oversight of cybersecurity and the Company’s compliance with it. | The CRG Committee actively assists the Board in | The EH&S Committee | ||
HRC Committee | Reserves Committee | |||||
The HRC Committee’s
| The Reserves Committee oversees the evaluation and disclosure of information with respect to the Company’s oil and gas reserves. It also meets regularly with the Company’s independent qualified reserves auditors. | |||||
Ovintiv Inc. | 2024 Proxy Statement | 27 |
Continuing ESGAwareness and Education
In addition to providing risk oversight, of ESG matters, the Board is committed to listening to shareholders’ and other key stakeholders’ input on sustainability and ESGother important issues. Recent shareholder engagement led to a commitment by Ovintiv to publish additional disclosures in the Company’s Sustainability Report,
Recently,addressing the Company’s methane detection and measurement methodologies. In July of 2023, the Board traveled to our operations in the PermianUinta basin to interact first-hand with employees driving emissions advancement.reduction through efficiencies and innovation.
 |  |  |
The Board members were hosted by the Company’s Uinta operations team and joined by the ELT and members of the senior leadership team. On their visit, the directors heard from several subject matter experts as they toured our recently completed pad locations – learning about drilling, completions, artificial lift strategies and advanced facility designs.
In addition to learning about recent innovations and achievements, the Board also heard about the mutually beneficial relationship our staff have with the neighboring Ute Tribe – engaging with the community in many capacities including, land, regulatory, government relations and social investment.
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Our Board currently has five committees, all comprised of independent directors. The Board may appoint special ad hoc committees from time to timetime-to-time for important matters.
AUDIT COMMITTEE | |||||
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(Chair) | Members: Sippy Chhina Meg A. Gentle Suzanne P. Nimocks
Brian G. Shaw | The Audit Committee is responsible for oversight of Ovintiv’s internal financial control systems and Ovintiv’s internal and external auditors and provides corresponding recommendations to the Board. In addition, the Audit Committee is responsible for overseeing the | |||
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Each Audit Committee member
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28 | 2024 Proxy Statement | Ovintiv Inc. |
CORPORATE RESPONSIBILITY AND GOVERNANCE COMMITTEE
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SUZANNE P. NIMOCKS (Chair) |
| Members: Ralph Izzo Thomas G. Ricks | The CRG Committee has primary stewardship over governance matters on behalf of the Board, evaluating emerging topics and ensuring continued good governance of the | |||
| Each CRG Committee member meets the independence requirements of the NYSE.
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ENVIRONMENT, HEALTH AND SAFETY COMMITTEE | ||||
STEVEN W. NANCE (Chair)
| Members:
Brian G. Shaw | The EH&S Committee assists the Board in fulfilling its oversight role with respect to occupational health, safety, environment and security of personnel and physical assets. The EH&S Committee has overall responsibility for reviewing and reporting to the Board on
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HUMAN RESOURCES AND COMPENSATION COMMITTEE | ||||
THOMAS G. RICKS (Chair) | Members: Meg A. Gentle Howard J. Mayson
| The HRC Committee is responsible for providing strategic oversight of human resource matters, including executive compensation and the social aspects of the
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Each of our HRC Committee members qualifies as a “Non-Employee Director” under Rule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) | |||||
| No HRC Committee member is a current or former officer or employee of Ovintiv or any of its subsidiaries or has a relationship that must be described under the SEC rules relating to disclosure of related person transactions.
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Ovintiv Inc. | 2024 Proxy Statement | 29 |
RESERVES COMMITTEE | ||||
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HOWARD J. MAYSON (Chair)
| Members:
Steven W. Nance George L. Pita
| The Reserves Committee oversees our internal qualified reserves evaluators, as well as any independent qualified reserves evaluators or auditors retained to evaluate and audit management’s reserves reporting procedures and our oil and natural gas reserves and resources data. The Reserves Committee also reviews Ovintiv’s annual reserves estimates prior to public disclosure. | ||
Committee Charters
The charters for Ovintiv’s audit committee, corporate responsibility and governance committee, environmental, health and safety committee, human resources and compensation committee and reserves committee can be found on our website at www.ovintiv.com under the “Investors-Corporate Governance” tab.
Evolving Committee Responsibilities
We recognize the increased expectations for more sustainable performance by our industry on the part of all stakeholders. To ensure our companyCompany remains positioned to effectively respond to these expectations, we regularly review our governance practices and structures. In addition to our ongoing Board refreshment process, we continue to be thoughtful about rotating committee membership and leadership in order to appropriately balance experience and continuity with fresh and diverse perspectives and viewpoints. Following the Annual Meeting, Mr. Pita will take over the role as Chair of the Audit Committee and Mr. Waterman will continue to serve as a member of the Audit Committee.
30 | 2024 Proxy Statement | Ovintiv Inc. |
How We Maintain an Effective Board
Board Assessment Process
The CRG Committee conducts an annual assessment to review the Board’s strengths and identify opportunities for improvement. This assessment provides feedback from each director for both the Board
as a whole and for each director individually.
whole. Periodically, a third party will be engaged to assist with the assessment process. Following the assessment conducted in 2021, theThe Board Chair identified the following actions to support for continuous improvement.
Feedback from Assessment |
| Informed Actions | ||
• |
| Board refreshment is an ongoing process, and the Board aims to enhance its diversity of skills, backgrounds, and perspectives, as this | ||
• Differentiate Ovintiv as an industry leader in |
 | The Board is committed to effective
| ||
• |
| The Board is committed to supporting the | ||
• Support risk management and information security | | The Board is committed to supporting the Company in leveraging technology | ||
• Build upon existing processes for human capital management and succession planning |
| At both the Board and executive levels, the Board will continue to build upon a proven track record of effective succession planning, with independent Board members working closely and intentionally with internal successors. | ||
Director Orientation
The CRG Committee oversees new director orientation, as well as continuing education for existing directors. New directors are partnered with experienced Board members to facilitate their orientation, build rapport, and ensure timely engagement in Board activities. New directors
participate in a series of
introductory meetings with the Board Chair, committee chairs, the CEO and ELT and are provided with an overview of Ovintiv’s business and the role and expectations of the Board and its committees.
Ovintiv Inc. | 2024 Proxy Statement | 31 |
Director Continuing Education
Shareholders are best served by a Board comprised of individuals who are knowledgeable about current and emerging industry, regulatory and governance matters. To ensure continuing director education, Ovintiv:
| Encourages and provides subscriptions to leading
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| Provides detailed Board materials in advance of each meeting for pre-read and analysis; and
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| Hosts field visits for the Board to enhance focus on
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As part of the Board’s annual evaluation process, directors are asked to identify areas where they feel continuing education would be helpful.
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| Multi-industry trade association updates were provided on key business, trade, health, geopolitical and other risks affecting both the oil and gas sector and the broader market.
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| Interactive session with
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| Interactive sessions with Company investors. | |
| Interactive session with banking experts on commodity prices and macroeconomic considerations. | |
| Interactive session with guest speaker from Sustainable Governance Partners LLC, offering governance trends among major U.S. institutional investors.
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| Interactive session with safety expert from the Krause Bell Group. | |
| Continuing education and seminars were conducted via the Institute of Corporate Directors (Canada), the National Association of Corporate Directors (U.S.), Financial Executives International, the Eurasia Group, the Canadian Public Accountability Board, Deloitte, Women Corporate Directors, and the Global Risk Institute.
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| Regular presentation of market fundamentals, including commodity price outlooks, basis differentials, geopolitical and other macro environment considerations and risks.
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| Regular analysis and presentations from the HRC Committee’s independent compensation consultant on key executive compensation matters.
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| Presentation
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Director Attendance
In 2021,2023, Ovintiv held five regularly scheduled Board meetings, threefour special meetings and 22 committee meetings. In aggregate, director attendance at Board and
committee meetings in 20212023 was 98.2%.99%, and no director attended fewer than 90% of the meetings of the Board in 2023. All directors serving at the time, attended the 20212023 annual meeting of shareholders.
Directors are expected to attend each meeting of the Board and their assigned committees. Ovintiv’s directors review all materials sent to them in advance of meetings and engage in regular evaluation of the Board’s effectiveness, its committees and individual directors.
32 | 2024 Proxy Statement | Ovintiv Inc. |
Director attendance at Board and committee meetings for the year ended December 31, 20212023 is summarized below.
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| Board | Audit | CRG | EH&S | HRC | Reserves | Total | |||||||||||||||||||||
Peter A. Dea | 8 of 8 | – | – | – | – | – | 8 of 8 | |||||||||||||||||||||
Fred J. Fowler(1) | 4 of 4 | – | – | 1 of 2 | 2 of 2 | – | 7 of 8 | |||||||||||||||||||||
Meg A. Gentle | 8 of 8 | 5 of 5 | – | – | 5 of 5 | – | 18 of 18 | |||||||||||||||||||||
Howard J. Mayson | 8 of 8 | – | – | – | 5 of 5 | 3 of 3 | 16 of 16 | |||||||||||||||||||||
Brendan M. McCracken(2) | 2 of 2 | – | – | – | – | – | 2 of 2 | |||||||||||||||||||||
Lee A. McIntire | 8 of 8 | – | 6 of 6 | 3 of 3 | 5 of 5 | – | 22 of 22 | |||||||||||||||||||||
Margaret A. McKenzie(1) | 4 of 4 | 2 of 2 | – | – | 2 of 2 | – | 8 of 8 | |||||||||||||||||||||
Katherine L. Minyard(3) | 5 of 5 | – | 2 of 2 | – | 2 of 2 | 9 of 9 | ||||||||||||||||||||||
Steven W. Nance | 7 of 8 | – | – | 3 of 3 | – | 2 of 3 | 12 of 14 | |||||||||||||||||||||
Suzanne P. Nimocks | 8 of 8 | 5 of 5 | 6 of 6 | – | – | – | 19 of 19 | |||||||||||||||||||||
George L. Pita(4) | 3 of 3 | 3 of 3 | – | – | – | 1 of 1 | 7 of 7 | |||||||||||||||||||||
Thomas G. Ricks | 8 of 8 | – | 6 of 6 | – | 5 of 5 | – | 19 of 19 | |||||||||||||||||||||
Brian G. Shaw | 8 of 8 | 5 of 5 | – | 3 of 3 | – | – | 16 of 16 | |||||||||||||||||||||
Douglas J. Suttles(5) | 6 of 6 | – | – | – | – | – | 6 of 6 | |||||||||||||||||||||
Bruce G. Waterman | 8 of 8 | 5 of 5 | – | – | – | 3 of 3 | 16 of 16 | |||||||||||||||||||||
Notes:
| Board | Audit | CRG | EH&S | HRC | Reserves | Total | ||||||||||||||||||||||
Peter A. Dea | 9 of 9 | 9 of 9 | ||||||||||||||||||||||||||
Meg A. Gentle | 9 of 9 | 5 of 5 | 5 of 5 | 19 of 19 | ||||||||||||||||||||||||
Ralph Izzo | 9 of 9 | 3 of 4 | 4 of 5 | 16 of 18 | ||||||||||||||||||||||||
Howard J. Mayson | 9 of 9 | 5 of 5 | 3 of 3 | 17 of 17 | ||||||||||||||||||||||||
Brendan M. McCracken | 9 of 9 | 9 of 9 | ||||||||||||||||||||||||||
Lee A. McIntire(1) | 9 of 9 | 4 of 4 | 5 of 5 | 5 of 5 | 23 of 23 | |||||||||||||||||||||||
Katherine L. Minyard(2) | 9 of 9 | 5 of 5 | 3 of 3 | 17 of 17 | ||||||||||||||||||||||||
Steven W. Nance | 9 of 9 | 5 of 5 | 3 of 3 | 17 of 17 | ||||||||||||||||||||||||
Suzanne P. Nimocks | 9 of 9 | 5 of 5 | 4 of 4 | 18 of 18 | ||||||||||||||||||||||||
George L. Pita | 9 of 9 | 5 of 5 | 3 of 3 | 17 of 17 | ||||||||||||||||||||||||
Thomas G. Ricks | 9 of 9 | 4 of 4 | 5 of 5 | 18 of 18 | ||||||||||||||||||||||||
Brian G. Shaw | 9 of 9 | 5 of 5 | 5 of 5 | 19 of 19 | ||||||||||||||||||||||||
Notes:
| (1) |
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| (2) |
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Executive Sessions
Independent directors of the Board meet without the presence of management during executive session at regularly scheduled Board and committee meetings.
Engagement with Management
Directors interact regularly with the ELT and key personnel on an informal basis. In conjunction with Board meetings, receptions are frequently held with a cross-section of employees who have been identified for the company’sCompany’s leadership development program
or who have contributed
to significant corporate initiatives. This informal interaction allows Board members to learn more about companyCompany operations and culture and provides insightsinsight to theour leaders of tomorrow.
Succession Planning
The Board and ELT work together on a robustcomprehensive executive succession planning effort that assessesto assess the competencies, experience, leadership capabilities and development opportunities of each potential candidate. In 2021, Brendan McCracken was promoted to Chief Executive Officer, after holding several diverse senior leadership positions at Ovintiv. The Board retained Heidrick & Struggles to do a market scan of external candidates and Mr. McCracken’s promotion to Chief Executive Officer is an example of the Board and ELT’s robust succession planning. In addition,
approximately eight individuals from across the company are selected annually for in-depth leadership development utilizing the services of a third-party organizational development service, assigned an executive mentor and coached through on-the-job opportunities. The progress of participants through the program and in the years after are stewarded by the ELT and overseen by the HRC Committee. FourAll six members of our ELT including Mr. McCracken, have participatedwere promoted to their current role from within the organization.
Each individual was identified years prior to these promotions for enhanced leadership development and broad business exposure. Formal succession planning and development is overseen by the Board and includes rotations in this program.responsibility, third-party coaching, assigned internal mentors and regular exposure to the Board and ELT.
Ovintiv Inc. | 2024 Proxy Statement | 33 |
Diversity, Equity and Inclusion
We value diversity at all levels of the organization and intentionally work to increase the diversity of our team. By participating in programs that provide science, technology, engineering, mathematics and other opportunities to junior high and high school students, we believe we can foster the diversity of our future employee pool and contribute to the building blocks that will advance and strengthen our industry over time.
Our human resources team hosts a cross-functional working group to explore and address employee and talent pipeline diversity challenges, including diversity in field, technical and trade positions. This group develops recommendations for how Ovintiv can create a more diverse and inclusive workplace. In addition, the companyCompany supports an employee-led organization called LINK – Leveraging Inclusion, Networking and Knowledge, which evolved from a gender-focused diversity group to one of broader inclusion. LINK was the recipient of the 2023 ALLY Energy GRIT Award for The Best Affinity Group (employee resource group). This award represents ALLY’s highest honor for internal employee groups, companies, start-ups, and schools. LINK’s efforts bring employees together and promote diversity of thought and perspectives, supporting inclusion for all employees through connection and educational opportunities. In 2023, LINK hosted a panel discussion
featuring members of our Board of Directors, focused on identifying trends, leveraging opportunity, and reducing risk. The event provided an opportunity for the directors to interact informally with employees experiencing the Company culture firsthand.
In addition to LINK, the companyCompany facilitates professional development opportunities for women and other minority
underrepresented groups through targetedfocused succession planning, unconscious bias training and other employee development and mentoring programs. The Board actively monitors best practices and corporate governance developments relating to DE&I. In 2020, this process led to the adoption of a Diversity of Board Candidates Policy to promote the identification and consideration of diverse director candidates for nomination to the Board. Under the policy, the CRG Committee has formally committed to including gender and racially or ethnically diverse candidates in each director search undertaken by the committee.
Ovintiv also has a long history of female leadership. Three of our executive officers reporting to the CEO are women and since 2013,2010, at least two of our Board members have been women. This year, four of our director nominees are either gender or ethnically/racially diverse.
RECIPIENT OF THE 2023 ALLY ENERGY GRIT AWARD FOR THE BEST
AFFINITY GROUP
34 | 2024 Proxy Statement | Ovintiv Inc. |
Majority Voting
Ovintiv’s bylaws provide for majority voting in uncontested elections of directors. In any such election, if a director nominee receives a greater number of “against” than “for” votes, then he or she must offer to tender his or her resignation to the Board. The CRG Committee will then make a
recommendation as to such resignation to the Board, which will act on the CRG Committee’s recommendation within 90 days after certification of the election results. A director whose resignation is being considered cannot participate in Board or CRG Committee deliberations on the matter.
Business Code of Conduct
Ovintiv’s Business Code of Conduct (the “Code”) and other corporate governance policies and practices apply to its directors, officers, employees, and contractors. The Code outlines expectations regarding ethical business conduct, legal and regulatory compliance, details how to report
suspected or actual wrongdoing, and expressly
prohibits retaliation for “good-faith”“good faith” reporting. All employees must recommit to the Code and its related policies annually. Training on the Code and key compliance issues are provided at all levels of the organization.organization, and in-person training was provided to all field offices in 2023.
Our Integrity Hotline
| • | Our 24-7 Integrity Hotline facilitates anonymous reporting of potential Code violations. Hotline reports are received by an external third party and directed to Ovintiv’s Ethics and Compliance Team for handling. |
| • | Management reports to the |
Any waiver of the Code in respect to an officer or director must be approved by the Board and promptly disclosed as required by law. The Board has not waived any aspect of the Code to date, and Ovintiv has never been required to make a public filing regarding a departure from the Code.
Annual Commitment
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Each year, employees formally commit to follow the Code, acknowledging their understanding of and compliance with its key policies. 100%
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A copy of the Code is available on our website at www.ovintiv.com.under “Policies and Practices”.
Human Rights Policy
Our Human Rights Policy recognizes the fundamental importance of human rights. Our respect for human rights is embodied in the way we operate and conduct ourselves – guided by our foundational values of safety, sustainability, integrity, respect and trust. Our policy provides for anonymous reporting of concerns through a third party hosted Integrity
Hotline. Reported issues are investigated and addressed as necessary. We consider any violation of our human rights standards to be a serious offense that may result in termination, penalties, or other legal consequences.
A copy of our Human Rights Policy is available on our website by searching for “Policies and Practices”.
Ovintiv Inc. | 2024 Proxy Statement | 35 |
Ovintiv’s commitment to human rights is guided by international and national standards, including:
| UN Guiding Principles on Business and Human Rights | |
| UN Universal Declaration of Human Rights | |
| The UN’s recognition that access to water is a human right | |
| International Labor Organization’s Declaration of Fundamental Principles and Rights at Work | |
| Organization for Economic Development Guidelines for Multi-national Enterprises | |
| All applicable federal, state and provincial laws and regulations | |
Securities Trading and Insider Reporting Policy
Our directors, officers, employees and contractors (“Covered Persons”) are subject to our Securities Trading and Insider Reporting Policy. This policy prohibits insider trading, establishes guidelines for regular blackout periods related to financial reporting, and outlines trading restrictions and reporting obligations applicable to directors and certain officers. The policy also expressly prohibits Covered Persons from:
purchasing financial instruments that allow a Covered Person to own Ovintiv securities without the full financial risks of ownership (i.e. hedging), including by selling a “call option” or purchasing a “put option”;
| • | purchasing financial instruments that allow a Covered Person to own Ovintiv securities without the full financial risks of ownership (i.e. hedging), including by selling a “call option” or purchasing a “put option”; |
selling Ovintiv securities they do not own, have not fully paid for, or have no right to own (i.e. a “short sale”);
| • | selling Ovintiv securities they do not own, have not fully paid for, or have no right to own (i.e. a “short sale”); |
holding Ovintiv securities in a margin account or otherwise pledging Ovintiv securities as collateral for a loan;
| • | holding Ovintiv securities in a margin account or otherwise pledging Ovintiv securities as collateral for a loan; |
entering into equity monetization transactions involving any Ovintiv securities which (i) have not yet vested or (ii) constitute all or part of such Covered Person’s requirements (if any) under Ovintiv’s minimum share ownership guidelines; and
| • | entering into brokerage arrangements that might result in a sale at a time when they are not permitted to trade, other than a safe harbor plan as described in the policy; and |
entering into brokerage arrangements that might result in a sale at a time when they are not permitted to trade.
| • | entering into “short swing” transactions wherein a Covered Person buys and sells or sells and buys Ovintiv securities within a six-month period. |
Related Person Transactions
Ovintiv has written procedures in place for reviewing related person transactions as defined under Item 404 of Regulation S-K (each, a “Related Person Transaction”). In general, the companyCompany will only enter into or ratify a Related Person Transaction when the Board, acting through the CRG Committee, determines that such Related Person Transaction is reasonable and fair to the company.Company. When determining whether a Related Person Transaction is reasonable and fair to the company,Company, the CRG Committee considers, among other things, the evaluation of the transaction by employees directly involved and the recommendation of the company’s Company’s
Chief Financial Officer. In
addition, any Related Person Transaction involving an executive officer must be pre-approved by the CEO and any Related Person Transaction involving the CEO or a beneficial owner of more than five percent of the company’sCompany’s outstanding common stock must be submitted to the Audit Committee for approval. Ongoing Related Person Transactions are reviewed annually for reasonableness and fairness to the companyCompany or as changes to such arrangements are made.
There areSince January 1, 2023, there were no reportable Related Person Transactions under Item 404 of Regulation S-K.
Other Board Memberships and Interlocks
SeveralOvintiv believes that each of our director nominees are also directors should devote sufficient time and attention to Board duties and to otherwise fulfill the responsibilities required of other public companies. Thedirectors. In 2023, the Board does not impose express limitsadopted an overboarding policy that prohibits directors from serving on the number ofmore than three other public company boards on which our directors may serve. However, the Board Chair regularly discusses expectations and time commitments associated with Board membership with prospective candidates and incumbent directors.
The Board does not have a formal policy on interlocking directorships. No two director nominees sit on the same board of directors of any other reporting issuer, and no nominee sits on the board of a company that hasboards. Prior to accepting an executive serving on the Board. None of Ovintiv’s executive officers servedinvitation to serve on the board of directors of another company, whether
public or compensation committeeprivate, directors are required to notify the Chair of any entitythe CRG Committee and the General Counsel and cannot accept a new directorship until being advised by the CRG Committee that had one or more of its executive officers servingservice on the Board or HRC Committee during 2021.other board is appropriate and no conflicts of interest exist with a director’s service on Ovintiv’s board.
36 | 2024 Proxy Statement | Ovintiv Inc. |
Change of Circumstance
In 2023, Ovintiv adopted a director change of circumstance policy which requires a director to immediately tender their resignation to the Chair of the CRG Committee when a director resigns or materially changes their position with their employer
or becomes aware of circumstances that may adversely reflect upon the director or the Company. The CRG Committee will consider the circumstances, and may in certain cases, recommend that the Board accept the director’s resignation.
Our Director Compensation Program
Our director compensation program is designed to reflect current market practices and enhance alignment with shareholder interests. Independent directors do not receive performance-based compensation, benefits, or other perquisites from Ovintiv. Mr. McCracken receives no compensation from Ovintiv in his capacity as a director. Director compensation is 75%69% equity based and at the director’s election, the remaining 25%31% may be taken in Deferred Share Units (“DSU”) or cash.
In 2023, Directors received annual compensation in the amounts shown below.
Annual Retainer | $USD | |||||
Chair of the Board |
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Board Member |
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Audit Committee Chair |
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HRC Committee Chair |
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| 15,000 | |||||
Other Committee Chairs |
| 10,000 | ||||
Elements of Director Compensation
| Compensation Element | Weighting | Description | |||
Director Restricted Share Units (“Director RSUs”) under the | • Granted annually • • Equity granted prior to 2022, settle on the earlier of three years from the grant date or retirement from the Board
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Cash or | • Paid or granted in quarterly installments • Pro-rated for periods of partial service
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Note:
| (1) | At the director’s election, this remaining portion of the annual retainer can be |
Ovintiv Inc. | 2024 Proxy Statement | 37 |
In 2021,2023, directors received Director RSU grants in the amounts shown below.
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Name | FMV of Grant | 2023 Director RSU Grants(1) | ||||||
Peter A. Dea | $331,276 | 10,060 | ||||||
Meg A. Gentle | $200,017 | 6,074 | ||||||
Ralph Izzo | $200,017 | 6,074 | ||||||
Howard J. Mayson | $200,017 | 6,074 | ||||||
Lee A. McIntire(2) | $200,017 | 6,074 | ||||||
Katherine L. Minyard(3) | $200,017 | 6,074 | ||||||
Steven W. Nance | $200,017 | 6,074 | ||||||
Suzanne P. Nimocks | $200,017 | 6,074 | ||||||
George L. Pita | $200,017 | 6,074 | ||||||
Thomas G. Ricks | $200,017 | 6,074 | ||||||
Brian G. Shaw | $199,530 | 6,077 | ||||||
Notes:
| (1) | The number of Director RSUs |
| (2) |
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| (3) |
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Director RSUs granted under the terms of the Omnibus Incentive Plan are currently settled in shares.
20212023 Director Compensation Table
Annual compensation of directors for the year ended December 31, 2021,2023, is summarized in the following table.
| Name | Fees Earned(1) ($) | 75% Share Based Awards ($) | 25% Cash/DSU ($) | All Other Compensation(2)(3) ($) | Total ($) | Fees Earned or Paid in Cash(1)(2) ($) | Stock Awards($) | All Other Compensation(2)(3) ($) | Total ($) | |||||||||||||||||||||||||||
Peter A. Dea(4) | 400,000 | 300,000 | 100,000 | 390 | 400,390 | |||||||||||||||||||||||||||||||
Peter A. Dea(4) | ||||||||||||||||||||||||||||||||||||
Peter A. Dea(4) | ||||||||||||||||||||||||||||||||||||
Peter A. Dea(4) | 133,750 | 331,276 | 408 | 465,434 | ||||||||||||||||||||||||||||||||
Meg A. Gentle(4) | 225,000 | 168,750 | 56,250 | 390 | 225,390 | |||||||||||||||||||||||||||||||
Meg A. Gentle(4) | ||||||||||||||||||||||||||||||||||||
Meg A. Gentle(4) | ||||||||||||||||||||||||||||||||||||
Meg A. Gentle(4) | 90,000 | 200,017 | 408 | 290,425 | ||||||||||||||||||||||||||||||||
Ralph Izzo(4) | ||||||||||||||||||||||||||||||||||||
Ralph Izzo(4) | ||||||||||||||||||||||||||||||||||||
Ralph Izzo(4) | ||||||||||||||||||||||||||||||||||||
Ralph Izzo(4) | 90,000 | 200,017 | 408 | 290,425 | ||||||||||||||||||||||||||||||||
Howard J. Mayson | ||||||||||||||||||||||||||||||||||||
Howard J. Mayson | ||||||||||||||||||||||||||||||||||||
Howard J. Mayson | ||||||||||||||||||||||||||||||||||||
Howard J. Mayson | 235,000 | 176,250 | 58,750 | 390 | 235,390 | 100,000 | 200,017 | 408 | 300,425 | |||||||||||||||||||||||||||
Brendan M. McCracken(5) | – | – | – | – | – | |||||||||||||||||||||||||||||||
Brendan M. McCracken(5) | ||||||||||||||||||||||||||||||||||||
Brendan M. McCracken(5) | ||||||||||||||||||||||||||||||||||||
Brendan M. McCracken(5) | – | – | – | – | ||||||||||||||||||||||||||||||||
Lee A. McIntire | 225,000 | 168,750 | 56,250 | 285 | 225,285 | |||||||||||||||||||||||||||||||
Lee A. McIntire(4)(6)(7) | ||||||||||||||||||||||||||||||||||||
Lee A. McIntire(4)(6)(7) | ||||||||||||||||||||||||||||||||||||
Lee A. McIntire(4)(6)(7) | ||||||||||||||||||||||||||||||||||||
Lee A. McIntire(4)(6)(7) | 90,000 | 200,017 | 277 | 290,294 | ||||||||||||||||||||||||||||||||
Katherine L. Minyard | 215,313 | 168,750 | 46,563 | 292 | 215,605 | |||||||||||||||||||||||||||||||
Katherine L. Minyard(8) | ||||||||||||||||||||||||||||||||||||
Katherine L. Minyard(8) | ||||||||||||||||||||||||||||||||||||
Katherine L. Minyard(8) | ||||||||||||||||||||||||||||||||||||
Katherine L. Minyard(8) | 90,000 | 200,017 | 408 | 290,425 | ||||||||||||||||||||||||||||||||
Steven W. Nance | ||||||||||||||||||||||||||||||||||||
Steven W. Nance | ||||||||||||||||||||||||||||||||||||
Steven W. Nance | ||||||||||||||||||||||||||||||||||||
Steven W. Nance | 235,000 | 176,250 | 58,750 | 390 | 235,390 | 100,000 | 200,017 | 408 | 300,425 | |||||||||||||||||||||||||||
Suzanne P. Nimocks | 235,000 | 176,250 | 58,750 | 390 | 235,390 | |||||||||||||||||||||||||||||||
Suzanne P. Nimocks | ||||||||||||||||||||||||||||||||||||
Suzanne P. Nimocks | ||||||||||||||||||||||||||||||||||||
Suzanne P. Nimocks | 105,000 | 200,017 | 408 | 305,425 | ||||||||||||||||||||||||||||||||
George L. Pita | ||||||||||||||||||||||||||||||||||||
George L. Pita | ||||||||||||||||||||||||||||||||||||
George L. Pita | ||||||||||||||||||||||||||||||||||||
George L. Pita | 112,500 | 84,375 | 28,125 | 195 | 112,695 | 110,000 | 200,017 | 408 | 310,425 | |||||||||||||||||||||||||||
Thomas G. Ricks | 240,000 | 180,000 | 60,000 | 390 | 240,390 | |||||||||||||||||||||||||||||||
Thomas G. Ricks | ||||||||||||||||||||||||||||||||||||
Thomas G. Ricks | ||||||||||||||||||||||||||||||||||||
Thomas G. Ricks | 105,000 | 200,017 | 408 | 305,425 | ||||||||||||||||||||||||||||||||
Brian G. Shaw(4) | 225,000 | 168,750 | 56,250 | 390 | 225,390 | |||||||||||||||||||||||||||||||
Bruce G. Waterman(4) | 245,000 | 183,750 | 61,250 | 390 | 245,390 | |||||||||||||||||||||||||||||||
Fred J. Fowler(6) | 187,140 | 168,750 | 18,390 | 92 | 187,232 | |||||||||||||||||||||||||||||||
Margaret A. McKenzie(6) | 187,140 | 168,750 | 18,390 | 130 | 187,270 | |||||||||||||||||||||||||||||||
Douglas J. Suttles(7) | – | – | – | – | – | |||||||||||||||||||||||||||||||
Brian G. Shaw(2) | ||||||||||||||||||||||||||||||||||||
Brian G. Shaw(2) | ||||||||||||||||||||||||||||||||||||
Brian G. Shaw(2) | ||||||||||||||||||||||||||||||||||||
Brian G. Shaw(2) | 90,000 | 199,530 | 408 | 289,938 | ||||||||||||||||||||||||||||||||
Notes:
| (1) | Fees earned |
| (2) |
|
Amounts originally paid in Canadian dollars have been converted to U.S. dollars using exchange rate of C$1.00 = US$ |
Represents cost of Company-provided life insurance coverage. |
| (4) | Elected to receive all or a portion of fees in DSUs in lieu of cash. |
| (5) | Mr. McCracken receives no compensation in his capacity as a director. See “Compensation Discussion and Analysis” beginning on page |
| (6) | Mr. |
| (7) | Mr. |
| (8) | Ms. Minyard retired |
Director DSU Plan
Although DSUs vest immediately, they cannot be redeemed until the holder retires from the Board.
Redeemed DSUs are paid in cash, less applicable withholding taxes, with value determined by
38 | 2024 Proxy Statement | Ovintiv Inc. |
multiplying the number of DSUs by the current market value of a share of Ovintiv common stock.
Retiring directors may redeem DSUs all at once or in stages, provided they do so prior to December 15 of the year
following their departure from the Board. Directors are credited with dividend-equivalent DSUs wheneverwhen a dividend is paid on shares of Ovintiv common stock.
Director Share Ownership Guidelines
To ensure alignment with shareholders, independent directors must maintain an ownership stake in Ovintiv. Each independent director is required to purchase shares of Ovintiv common stock or hold DSUs or Director RSUs with an aggregate value of at least five
times the director’s
annual cash compensation within five years of the later of (i) the director’s appointment to the Board and (ii) January 1, 2022.Board. Shares of Ovintiv common stock held directly or beneficially through a nominee, DSUs, and Director RSUs all count towards the guidelines.
Guideline compliance is evaluated annually. If a director falls into non-compliance solely due to a share price decline, we permit a grace period of one year to restore compliance. All of our directors either meet the ownership guidelines or are on track to meet the ownership guidelines within the five years from appointment as is required under our guidelines.guidelines at the recommendation of Ovintiv’s compensation consultant .
2022 Director Compensation Structure
In October 2021,2023, the Board approved changes to our director compensation structure effective January 1, 2022. 2024.
These changes were based on advice from the Board’s outside compensation consultant and external benchmarking, and were made in order to align our structure with feedback received from shareholders and maintain market competitiveness.
For 2022, the Board approved a new director compensation structure, intended to enhance shareholder alignment and reflect current market practices. Under the new structure,
Beginning in 2024, directors will receive annual compensation of $290,000$305,000 consisting of $90,000$95,000 in cash (or at the Director’sdirector’s discretion, DSUs) and $200,000$210,000 in RSUs. The Board Chairman will receive annual compensation of $465,000,$480,000, consisting of $133,750$138,750 in cash (or at the Chairman’s discretion, DSUs) and $331,250$341,250 in director RSUs.
Committee Chairs will receive an additional cash retainer (or at each Committee Chair’s discretion, DSUs):
Audit Committee Chair: | $ | 20,000 | ||
Human Resources and Compensation Committee Chair: | $ | 15,000 | ||
Corporate Responsibility and Governance Committee Chair: | $ | 15,000 | ||
Environmental, Health and Safety Committee Chair: | $ | 10,000 | ||
Reserves Committee Chair: | $ | 10,000 | ||
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| 2024 Proxy Statement | 39 |
To enhance shareholder alignment, Director share ownership requirements will change to five (5) times annual cash compensation. The share ownership requirement must be achieved within five (5) years of the later of (i) appointment to the Board and (ii) January 1, 2022.
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use of balanced, financial and operational performance metrics in our Board-approved Company Scorecard;
