8-KLeadership ChangesExhibits & Filings

DEVON ENERGY CORP/DE 8-K Report, Executive Changes (Mar 7, 2022)

Filed March 7, 2022For Securities:DVN

Summary

This 8-K filing by Devon Energy Corporation (DVN) details the appointment of Tana K. Cashion as Executive Vice President of Human Resources and Administration, effective February 2022. A key aspect of this appointment is the new employment agreement, dated March 2, 2022, which outlines her compensation and severance arrangements. Investors should note that this agreement aligns with those of other senior executives, ensuring consistency in executive compensation practices within the company. The employment agreement specifies severance benefits for Ms. Cashion in the event of termination under certain conditions, such as termination by the company without cause or by Ms. Cashion for good reason. The severance package includes a lump-sum cash payment equivalent to three times her base salary and annual bonus, prorated bonus, continued benefits, and outplacement assistance. Additionally, special provisions apply in the event of termination within 24 months following a change in control, which may enhance her retiree medical benefit coverage. This filing also includes the employment agreement as an exhibit.

Key Highlights

  • 1Appointment of Tana K. Cashion as Executive Vice President, Human Resources and Administration.
  • 2Execution of a new employment agreement between DVN and Ms. Cashion on March 2, 2022.
  • 3Ms. Cashion's severance package includes a payout of three times her base salary and annual bonus under specific termination scenarios.
  • 4Severance provisions also cover prorated annual bonus, extended health and welfare benefits, life insurance, COBRA premium payments, and outplacement services.
  • 5Enhanced severance benefits, including additional service and age credit for retiree medical coverage, are provided if termination occurs within 24 months of a change in control.
  • 6The employment agreement is substantially consistent with those of other executive officers.
  • 7The filing includes the full Employment Agreement as Exhibit 10.1.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce the appointment of Tana K. Cashion as Executive Vice President of Human Resources and Administration and to disclose the terms of her employment agreement, including compensation and severance provisions.

In case of termination by the company without cause or by Ms. Cashion for good reason, she is entitled to a lump-sum payment equal to three times her base salary and annual bonus, a prorated annual bonus, 18 months of health and welfare benefits, three years of life insurance benefits, a payment for COBRA premiums, and outplacement assistance.

Yes, if Ms. Cashion is terminated without cause or resigns for good reason within 24 months following a change in control, she will receive additional benefits, including three years of service and three years of age added to her actual age for determining her entitlement to retiree medical benefit coverage.

The filing states that Ms. Cashion's employment agreement is materially consistent with the employment agreements of other executive officers of Devon Energy Corporation, indicating a standardized approach to executive compensation and severance.