Barbara Baumann
DEVON ENERGY CORP/DEAbout Barbara M. Baumann
Barbara M. Baumann (age 69) is an independent director of Devon Energy, serving since January 2014; she was Board Chair from January 2023 to July 2024 and now sits on the Compensation and Governance, Environmental, and Public Policy (GEPP) committees . She is President and Owner of Cross Creek Energy Corporation and previously held senior finance and operations roles at Amoco/BP Amoco, including CFO of Ecova Corp. and VP of Amoco’s San Juan Basin unit; she holds a BA from Mount Holyoke College and an MBA from Wharton . The Board affirmed her independence under NYSE/SEC standards and reported no related-person transactions requiring disclosure in early 2025 diligence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amoco (later BP Amoco) | Various finance and operations roles; VP San Juan Basin business unit | Not disclosed | Senior operational leadership in upstream; regional asset oversight |
| Ecova Corp. (Amoco’s environmental-remediation unit) | Chief Financial Officer | Not disclosed | Environmental remediation finance leadership |
External Roles
| Organization | Role | Committees/Details | Potential Interlocks / Notes |
|---|---|---|---|
| National Fuel Gas Company | Director | Audit and Financing Committees | No DVN-specific transaction disclosed; independence affirmed |
| Putnam Mutual Funds | Chair, independent board of trustees (since July 2024; Vice-Chair since 2022) | Board leadership | Institutional investor governance expertise; no DVN transaction disclosed |
| First Reserve Corporation | Advisory Council | Advisory role | Private equity energy focus; no DVN transaction disclosed |
| IOG Resources | Director | Board member | Owns non-operating interests in wells, including certain Devon-operated wells; payments are ordinary-course; independence maintained |
Board Governance
- Committee assignments: Compensation; Governance, Environmental, and Public Policy (GEPP) .
- Independence: Independent; Board determined 10 of 11 current directors are independent, including Baumann .
- Attendance: Board met 10 times in 2024; all directors attended at least 91% of aggregate Board and committee meetings; all then-current directors attended the 2024 Annual Meeting .
- Succession and leadership: Transitioned Board Chair role to John Bethancourt (July 2024) as she became chair of Putnam Mutual Funds’ independent board; Baumann moved to Compensation and GEPP committees .
| Committee | Membership (Baumann) | 2024 Meetings | Scope |
|---|---|---|---|
| Compensation | Member | 7 | CEO and executive pay, incentive design, peer benchmarking, advisors, clawback policy |
| GEPP | Member | 5 | Governance standards, director nominations, ESG policy oversight, stakeholder engagement |
| Audit | Not listed | 8 | Financial reporting integrity, auditor oversight, cyber risk, related-party monitoring |
| Reserves | Not listed | 2 | Independent reserves evaluation oversight (DeGolyer & MacNaughton retained) |
Fixed Compensation
- Standard director fees (effective Dec 31, 2024): Board retainer $100,000; Non-Executive Chair additional $87,500; Lead Director $25,000; Audit Chair $25,000; Compensation/GEPP Chairs $20,000; Reserves Chair $15,000; Audit Committee member $2,000 .
| Component | Amount (USD) |
|---|---|
| Annual Board Retainer | $100,000 |
| Additional Non-Executive Chair Retainer | $87,500 |
| Lead Director Retainer | $25,000 |
| Audit Chair Retainer | $25,000 |
| Compensation/GEPP Chair Retainers | $20,000 |
| Reserves Chair Retainer | $15,000 |
| Audit Committee Member Retainer | $2,000 |
- Barbara Baumann’s 2024 director cash/equity totals:
| Name | Fees Earned/Paid in Cash | Stock Awards (Grant-Date Fair Value) | Gift Matching Contribution | Total |
|---|---|---|---|---|
| Barbara M. Baumann | $143,750 | $236,270 (includes $6,247 pro-rated Chair award on 6/5/24) | $10,000 | $390,020 |
Performance Compensation
- Equity awards to directors: Annual LTI grant valued at $230,000 to each non-management director following the Annual Meeting; non-executive Chair receives an additional $87,500 equity award; 2024 awards vested immediately; directors can elect RSUs with deferred payment .
| Award Feature | Detail |
|---|---|
| Annual Director LTI Value | $230,000 (non-management directors) |
| Additional LTI for Non-Exec Chair | $87,500 |
| 2024 Grant Treatment | Immediate vesting; expense aligns with value received |
| Alternative Form | RSUs with deferred payment date; dividend form optionality |
Note: Director equity awards are time-based and not tied to performance metrics; they serve alignment and retention rather than pay-for-performance. Devon’s executive compensation program uses TSR-based PSUs and quantitative scorecards, but these do not apply to director compensation .
Other Directorships & Interlocks
- Relationships reviewed for independence included IOG Resources’ non-operating interests in certain Devon-operated wells; Board categorized as routine, ordinary-course with no personal involvement/benefit to Baumann and affirmed independence .
- No related-person transactions requiring disclosure identified in early-2025 review .
Expertise & Qualifications
- Capital markets and governance: Chair of Putnam Mutual Funds’ independent board; service on NFGC audit and financing committees .
- Upstream operations and finance: 18-year Amoco/BP Amoco tenure; operational VP and CFO roles tied to environmental remediation and field operations .
- Education: BA (Mount Holyoke), MBA (Wharton) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | RSUs Included |
|---|---|---|---|
| Barbara M. Baumann | 88,593 | <1% | 6,889 RSUs included as beneficial ownership per footnote |
- Insider trading policy prohibits hedging and pledging by directors/officers (short sales, derivatives, margin accounts); directors are also subject to preclearance and blackout periods .
- Director stock ownership guideline: Own Devon common stock equal to five times the director annual retainer within five years; holding requirement applies until met; individual compliance status for directors not disclosed .
Governance Assessment
- Board effectiveness: Baumann provides seasoned governance and investor-perspective leadership (Putnam chair), operational finance expertise (Amoco/BP), and continues as an engaged member of Compensation and GEPP committees after an orderly transition from Board Chair in July 2024 .
- Independence and conflicts: Independence affirmed; IOG Resources ordinary-course non-op interests reviewed as part of independence diligence; no related-person transactions disclosed—supportive for investor confidence .
- Compensation oversight and advisor independence: Compensation Committee (member Baumann; Chair Mosbacher) retained Meridian; Committee determined no consultant conflicts of interest .
- Attendance and engagement: Board met 10 times in 2024; all directors ≥91% attendance and attended 2024 Annual Meeting—good engagement signal .
- Shareholder signals: 2025 say-on-pay approved (Votes For: 284,449,935; Against: 155,053,865; Abstain: 1,552,945; Broker Non-Votes: 93,794,011), while a proposal to loosen special-meeting holding requirements failed (For: 37,451,931; Against: 401,747,211), indicating investor support for current governance structure and compensation oversight . In 2024, say-on-pay support was approximately 94%, reflecting historical support .
- RED FLAGS/Watch items:
- Business relationship oversight: IOG Resources’ interests in Devon-operated wells merit ongoing monitoring for any shift from ordinary-course dynamics (Board currently views as routine) .
- Say-on-pay momentum: 2025 vote counts show less robust support than 2024 disclosure; continued investor engagement through GEPP and Compensation committees is prudent .
Appendix: Compensation Committee Composition
- Members: Robert A. Mosbacher, Jr. (Chair); Barbara M. Baumann; Ann G. Fox; Kelt Kindick; Karl F. Kurz—committee solely independent; no interlocks per SEC rules .