8-KLeadership ChangesExhibits & Filings

DEVON ENERGY CORP/DE 8-K Report, Executive Changes (Sep 16, 2019)

Filed September 16, 2019For Securities:DVN

Summary

Devon Energy Corporation (DVN) filed an 8-K on September 16, 2019, reporting a significant executive leadership change. David G. Harris has been appointed Executive Vice President, Exploration and Production, effective September 11, 2019. This move coincides with the resignation of Tony D. Vaughn from his role as Chief Operating Officer, though Mr. Vaughn will remain with the company in an advisory capacity until his planned retirement in the first half of 2020. This transition signals a shift in operational leadership within the company. Mr. Harris, a long-tenured employee with extensive experience in exploration, production, business development, and legal matters, will see his base salary set at $550,000 with a target annual performance bonus of 90% of his base salary. The company has also outlined specific severance packages for Mr. Harris under various termination scenarios, including a substantial payout and benefits continuation if terminated without cause or if he resigns for good reason, particularly in the event of a change in control. Additionally, the filing notes compensation adjustments for departing COO Tony D. Vaughn and Executive Vice President Lyndon C. Taylor related to their retirement and additional duties.

Key Highlights

  • 1David G. Harris appointed Executive Vice President, Exploration and Production, effective September 11, 2019.
  • 2Tony D. Vaughn resigned as Chief Operating Officer but will serve in a special advisory capacity until his planned retirement in H1 2020.
  • 3Mr. Harris's new role reflects internal promotion and deep company knowledge, having been with DVN since 2007.
  • 4Mr. Harris's base salary is set at $550,000 with a target annual bonus of 90% of base salary.
  • 5Significant severance provisions are in place for Mr. Harris, including a 3x base salary and bonus payout under specific termination conditions.
  • 6Mr. Vaughn receives an additional three years of age credit under the Supplemental Retirement Income Plan (SRIP) for his transition role.
  • 7Mr. Lyndon C. Taylor also received a similar age credit for assuming additional duties and his executive role.

Frequently Asked Questions

This 8-K filing is primarily to announce a change in executive leadership. Specifically, David G. Harris has been appointed Executive Vice President, Exploration and Production, and Tony D. Vaughn has resigned as Chief Operating Officer.

Mr. Harris's new role includes a base salary of $550,000, a target annual performance cash bonus of 90% of his base salary, and eligibility for all standard employee benefits. He also has an employment agreement outlining severance benefits.

While Mr. Vaughn has resigned as Chief Operating Officer, he will continue with Devon Energy in a special advisory capacity to assist with the transition until his planned retirement in the first half of 2020. He will receive an additional age credit for his retirement plan benefits.

In the event of termination by the company without 'cause' or by Mr. Harris for 'good reason,' he is eligible for a lump-sum cash payment equal to three times the sum of his base salary and annual bonus. This also includes prorated bonus, extended health and welfare benefits, life insurance, COBRA premium payments, and outplacement assistance. Special provisions apply if termination occurs within 24 months following a 'change in control.'