Brent Smolik
DEVON ENERGY CORP/DEAbout Brent J. Smolik
Brent J. Smolik, 64, joined Devon Energy’s Board on October 1, 2025 as an independent director with over 40 years in upstream and midstream oil and gas; he holds a B.S. in petroleum engineering from Texas A&M University . He serves on the Audit and Safety, Operations and Resource (SOR) Committees; the Board affirmed his independence on appointment and disclosed no related-party transactions under Item 404(a) . His tenure at Devon began Q4 2025 after retiring as President & COO of Noble Energy following its merger with Chevron in 2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Noble Energy Corporation | President & Chief Operating Officer | To 2020 (retired post-Chevron merger) | Led upstream operations; prior experience informs Devon’s operational oversight |
| EP Energy Corporation | President, CEO & Chairman | Not disclosed | Strategic leadership across E&P portfolio |
| El Paso Corporation | Senior roles | Not disclosed | Midstream and E&P experience |
| ConocoPhillips | Senior roles | Not disclosed | Integrated upstream experience |
| Burlington Resources, Inc. | Senior roles | Not disclosed | Conventional and unconventional exposure |
External Roles
| Organization | Role | Status | Relevance/Interlocks |
|---|---|---|---|
| Marathon Oil Corporation | Director | Prior service | Peer E&P perspective; no DVN related-party transactions disclosed on appointment |
| Noble Midstream Partners LP | Director | Prior service | Midstream expertise |
| Cameron International | Director | Prior service | OFS and equipment insight |
| Encino Acquisition Partners | Director | Prior service | Private E&P governance experience |
Board Governance
- Committee assignments: Audit; Safety, Operations & Resource (SOR) .
- Independence: Board determined Smolik is independent; no Item 404(a) related-party transactions at appointment .
- Engagement: Entered standard director indemnity agreement; participates in standard non-management director compensation arrangements disclosed in Devon’s 2025 proxy .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $100,000 | Standard non-management director cash retainer |
| Audit Committee Member Retainer (cash) | $2,000 | Standard annual member retainer (non-chair) |
| Annual Director Equity Grant (typical) | $230,000 | Granted following Annual Meeting; 2024 director grants vested immediately (RS or RSUs) |
| Non-Executive Chair incremental equity (typical) | $87,500 | For Board Chair only; Smolik not Chair |
| One-time off-cycle grant at appointment | $154,384 | Restricted stock under 2022 LTIP; vests 100% the day after grant effective Oct 9, 2025 |
Notes:
- Smolik will “participate in typical compensation arrangements” for non-management directors; the off-cycle award was specified in the 8-K .
- Standard director equity grants may be taken as RSUs (deferred payment) at director option; 2024 grants vested immediately, aligning compensation expense and tax predictability .
Performance Compensation
- Devon does not disclose performance-based incentives for non-management directors; director equity is time-based (restricted stock or RSUs), not PSUs tied to TSR for directors .
Other Directorships & Interlocks
- Prior service on boards of Marathon Oil, Noble Midstream Partners, Cameron International, Encino Acquisition Partners; helpful for industry network and information flow, with independence affirmed and no related-party transactions at DVN appointment .
- SOR oversight spans safety and resource/reserves integrity—experience at Noble and EP Energy supports committee effectiveness .
Expertise & Qualifications
- Petroleum engineering degree (Texas A&M); operational and technical leadership across upstream and midstream platforms .
- Former President & COO (Noble Energy) and CEO/Chair (EP Energy): strategic execution, risk management, and capital discipline credentials .
Equity Ownership
- Appointment grant: restricted stock valued at $154,384 with full vesting the day after grant; share count not disclosed in the 8-K .
- Director stock ownership guideline: own Devon common stock equal to five times the annual retainer within five years; holding requirement until met .
- Hedging/pledging: Devon policy prohibits directors and executive officers from pledging or hedging Devon stock and from short-term/speculative transactions .
Governance Assessment
- Positive signals: Independent appointment with explicit Item 404(a) clearance; Audit Committee role leverages deep operator experience; SOR Committee seat aligns with safety and reserves oversight; compensation is standard and transparent (cash retainer + time-based equity) .
- Alignment: Director equity grants and ownership guidelines (5x retainer) promote long-term alignment; prohibition on hedging/pledging reduces misalignment risk .
- Potential watch items: Prior board service at industry peers warrants routine monitoring for future interlocks, but DVN confirmed no related-party transactions at appointment; independence in committee roles mitigates conflict risk .
RED FLAGS
- None disclosed at appointment: no related-party transactions; independence affirmed; no tax gross-ups or atypical director pay practices indicated .