Ann Fox
DEVON ENERGY CORP/DEAbout Ann G. Fox
Ann G. Fox (age 48) has served as an independent director of Devon Energy since June 2019. She is President and CEO of Nine Energy Service, Inc., with prior roles as CFO and VP Strategic Development at Nine; earlier she worked at SCF Partners, as an investment banking analyst, and served as a Marine with tours in Iraq reporting to Gen. David Petraeus. She holds a BA in Diplomacy and Security in World Affairs from Georgetown University and an MBA from Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nine Energy Service, Inc. | President & CEO; Director | 2013–present | Leads oilfield services operations; upstream operational perspective |
| SCF Partners | Investment professional | Not disclosed | Private equity experience supporting OFS/equipment |
| U.S. Marine Corps | Officer; Iraq tours for Gen. Petraeus | Not disclosed | Operational leadership and security background |
| Investment banking | Analyst | Not disclosed | Capital markets experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Petroleum Institute | Board member | Not disclosed | Industry policy engagement |
| Rice University’s Baker Institute | Board of Advisors | Not disclosed | Public policy advisory |
| Groton School | Board of Trustees | Not disclosed | Education governance |
Board Governance
- Committee assignments: Compensation Committee member; Governance, Environmental, and Public Policy (GEPP) Committee member .
- Independence: Board determined Fox independent; 10 of 11 current directors independent, 9 of 10 nominees independent .
- Interlock diligence: Nine Energy Service provides well completion services to Devon; payments in 2022–2024 were <1% of Nine’s consolidated revenues—Board maintained independence .
- Meeting cadence and attendance: Board met 10 times in 2024; all directors attended ≥91% of Board and committee meetings; all then-current directors attended the 2024 Annual Meeting .
- Committee meeting volume (context for engagement):
- Audit: 8 meetings in 2024
- Compensation: 7 meetings in 2024
- GEPP: 5 meetings in 2024
- Reserves: 2 meetings in 2024
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Non-management directors |
| Committee chair retainers | Audit Chair $25,000; Compensation Chair $20,000; GEPP Chair $20,000; Reserves Chair $15,000 | Not applicable to Fox (member) unless chair assignment changes |
| Audit Committee member retainer | $2,000 | Fox not listed on Audit |
| Equity grant (annual LTI) | $230,000 grant value | Granted following Annual Meeting; 2024 grants vested immediately |
| Additional Board Chair equity | $87,500 | Chair only |
| Director | Fees Earned (Cash) | Stock Awards (Grant-date FV) | Gift Matching | Total |
|---|---|---|---|---|
| Ann G. Fox | $100,000 | $230,023 | $10,000 | $340,023 |
Notes:
- Non-management Directors may opt to receive LTI as restricted stock units with deferred payment; 2024 grants vested immediately to align value recognition and tax predictability .
Performance Compensation
| Item | Structure | Metrics | Vesting |
|---|---|---|---|
| Director equity awards | Time-based restricted stock or RSUs | No performance conditions disclosed for directors | 2024 Director grants vested immediately (100% at grant) |
| Option awards | Not used | N/A | Devon does not currently grant stock options or option-like awards to directors or employees |
Other Directorships & Interlocks
| External Board | Role | Potential Interlock with DVN | Board Independence Outcome |
|---|---|---|---|
| Nine Energy Service, Inc. | CEO; Director | Nine provides well completion services to Devon | Payments below NYSE threshold; independence affirmed |
| American Petroleum Institute | Board member | Industry association (policy) | Not a related party transaction |
| Baker Institute (Rice) | Advisory board | Academic think tank | Not a related party transaction |
| Groton School | Trustee | Education | Not a related party transaction |
Expertise & Qualifications
- Upstream operational expertise and OFS leadership (Nine Energy Service) .
- Capital markets and private equity experience (investment banking; SCF Partners) .
- Leadership and risk/security background from Marine Corps service .
- Academic credentials: Georgetown BA; Harvard MBA .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Ann G. Fox | 36,388 | <1% | Beneficial ownership includes restricted stock units as defined; director RSUs listed for other directors; Fox’s count shown as common stock |
Policies and alignment:
- Director stock ownership guideline: required ownership equal to 5× annual retainer within 5 years; holding requirement applies until guideline met .
- Hedging & pledging: Prohibited for directors and executive officers under Devon’s Insider Trading Policy (short sales, derivatives, margin accounts, pledging) .
Compensation Committee Analysis
- Composition (2024): Robert A. Mosbacher, Jr. (Chair), Barbara M. Baumann, Ann G. Fox, Kelt Kindick, Karl F. Kurz .
- Independence: Compensation Committee comprised solely of independent directors; no interlocks under SEC rules .
- Consultant: Meridian Compensation Partners, LLC engaged as independent advisor; Committee found no conflicts of interest; Meridian also benchmarks director compensation .
Related Party Transactions and Conflicts
- Audit Committee review found no related person transactions requiring disclosure for early 2025 diligence cycle .
- Nine Energy Service relationship: ordinary-course services; amounts paid by Devon to Nine in 2022–2024 were <1% of Nine’s consolidated revenues, below NYSE categorical thresholds; Board deemed Fox independent .
Say-on-Pay & Shareholder Feedback (Context)
| Item | 2025 Vote Result |
|---|---|
| Advisory vote on executive compensation | Approved; For: 284,449,935; Against: 155,053,865; Abstain: 1,552,945; Broker Non-Votes: 93,794,011 |
Devon’s board emphasizes ongoing investor engagement; the company reports extensive outreach and responsiveness to governance feedback .
Governance Assessment
- Independence and interlock management: Fox’s leadership role at Nine is disclosed; Board affirmed independence with payments below NYSE thresholds—reduces conflict risk while preserving relevant sector expertise .
- Committee effectiveness: Active participation on Compensation and GEPP aligns with her operational and capital markets background; Comp Committee independence and use of an independent consultant are positives for pay governance .
- Attendance and engagement: Board-level attendance ≥91% and full Annual Meeting attendance in 2024 support strong engagement norms; committee activity levels indicate robust governance cadence .
- Ownership alignment: Personal share ownership and strict prohibitions on hedging/pledging strengthen alignment; director ownership guidelines (5× retainer) are stringent, though individual compliance specifics are not disclosed for directors .
- RED FLAGS: None identified requiring disclosure; Nine service-provider relationship is monitored and remains below categorical thresholds; Audit Committee reported no related party transactions .