Dennis Cameron
DEVON ENERGY CORP/DEAbout Dennis C. Cameron
Dennis C. Cameron, 62, is Executive Vice President and General Counsel at Devon Energy (DVN), appointed in January 2021 following the Devon–WPX merger. He oversees legal, public and government affairs, and records management; prior roles include EVP/GC at WPX and a 25+ year legal career beginning in 1987 at GableGotwals. He holds a B.S. in mechanical engineering and a J.D., both from the University of Oklahoma . Company performance during his leadership tenure included: 2024 net earnings of $2.9B and core earnings of $3.1B, operating cash flow $6.6B and free cash flow $2.943B, record production of 737 MBOE/d with oil up 8% YoY, CROCE of 36%, and shareholder returns of $2.0B (dividends and buybacks); TSR for the one-, three-, and five-year periods ended 12/31/2024 was -25.3%, -12.8%, and 63.4% respectively .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| WPX Energy | EVP & General Counsel; SVP & GC; VP & Deputy GC; Assistant GC | 2012–Jan 2021 | Led corporate legal function ahead of and through integration into DVN |
| GableGotwals | Attorney | 1987–2012 | Full-service private practice; built energy and corporate law expertise |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Oklahoma, Texas, Tulsa County, and American Bar Associations | Member | Current | Professional engagement and governance in legal standards |
| The Foundation for Natural Resources and Energy Law | Member | Current | Industry-aligned legal scholarship/network |
Fixed Compensation
| Year | Base salary paid ($) | Annual salary rate ($) | Target bonus (%) | Actual bonus paid ($) |
|---|---|---|---|---|
| 2024 | 620,308 | 624,000 | 80% | 788,700 |
| 2023 | 584,615 | — | — | 484,800 |
| 2022 | 496,154 | — | — | 660,000 |
Performance Compensation
Annual Bonus Scorecard (2024)
| Measure | Weight | Threshold | Target | Maximum | Outcome | Score | Weighted score |
|---|---|---|---|---|---|---|---|
| Free Cash Flow ($MM) | 25% | 1,485 | 2,235 | 3,235 | 2,943 | 171% | 42.75% |
| CROCE (%) | 25% | 21 | 31 | 41 | 36 | 147% | 36.75% |
| Total Capital Expenditures ($MM) | 10% | 3,780 | 3,600 | 3,240 | 3,631 | 91% | 9.10% |
| Total Oil & Gas Production (MBOE/d) | 10% | 656 | 691 | 760 | 737 | 167% | 16.70% |
| Health & Safety | 15% | See note | See note | See note | See note | 190% | 28.50% |
| Environmental Performance | 15% | See note | See note | See note | See note | 165% | 24.75% |
| Company Performance Score | — | — | — | — | — | — | 158% |
Notes: Health & Safety comprised SIF rate reduction (200% score) and SIF learnings utilization (100% score) aggregated to 190%; Environmental Performance comprised methane intensity reduction (150%), methane detection reduction (150%), and spill rate reduction (200%) aggregated to 165% .
Dennis Cameron’s 2024 bonus was calculated as: $624,000 annual salary rate × 80% target × 158% Company Performance Score = $788,700 (rounded, $000s) .
Long-Term Incentives (LTI)
| Grant date | Instrument | Shares/Units | Grant value ($000s) | Vesting / Performance |
|---|---|---|---|---|
| 2/10/2024 | RSAs | 24,622 | 1,040 | Time-based; 25% per year on 2/10/2025–2028 |
| 2/10/2024 | PSUs (Relative TSR) | 36,932 target | 2,105 | 3-year period (1/1/2024–12/31/2026); payout 0–200% vs peer TSR; capped at 100% if absolute TSR is negative |
PSU payout grid (relative TSR position): 1st–2nd=200%; 3rd=175%; 4th=150%; 5th=125%; 6th=100%; 7th=88%; 8th=75%; 9th=63%; 10th=50%; 11th–12th=0% .
Company does not currently grant stock options, and does not reprice or replace underwater options .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 286,482 shares as of 3/31/2025 |
| Shares outstanding (record date) | 643,329,223 |
| Ownership as % of outstanding | 0.0445% (286,482 ÷ 643,329,223) |
| Unvested RSAs (as of 12/31/2024) | 7,603 (2021 grant) ; 7,660 (2022 grant) ; 11,805 (2023 grant) ; 24,622 (2024 grant) |
| Earned PSUs (2022 cycle) | 17,235 (75% of target earned for 1/1/2022–12/31/2024) |
| Outstanding PSUs (trending) | 14,873 (2023 grant, trending 63%) ; 18,466 (2024 grant, trending 50%) |
| Options (exercisable/unexercisable) | None outstanding; no option exercises in 2024 |
| Stock ownership guidelines | 3× base salary for NEOs; assessed annually |
| Compliance status | All NEOs held stock in excess of guideline levels as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors and executive officers (also margin use prohibited) |
2024 vesting activity: Cameron had 80,337 shares vest, realizing $3,393,435 on vesting (no option exercises) .
Employment Terms
| Term | Provision |
|---|---|
| Employment start date (DVN) | Appointed EVP & General Counsel in Jan 2021 (post-merger) |
| Severance (without cause / good reason) | Lump-sum cash equal to 3× (greater of current or high base salary over prior 2 years) + largest annual bonus over prior 3 years; pro rata current-year bonus; 18 months health benefits + 18× monthly COBRA payment; 3 years life insurance ($1M coverage); outplacement up to $25,000 |
| Change-in-control | Double trigger (job loss or qualifying good reason within 24 months); same severance terms plus add 3 years to age/service for retiree medical eligibility; equity generally not single-trigger unless not assumed by acquirer |
| Equity vesting on separation | “Post-Retirement Vesting Eligible” executives (including Cameron) continue to vest per schedule after retirement, subject to covenants; death triggers automatic vesting; <1 year from grant pro-rates eligible shares |
| Clawback | Dodd-Frank/NYSE-aligned policy; recoup excess incentive comp upon financial restatement |
| Non-solicit / non-disparagement | 36-month non-solicitation of employees post-termination; non-disparagement; release required to receive severance |
| Tax gross-ups | None on golden parachute payments (Section 4999) |
| Deferred compensation | Participation allowed; 2024 company matches and balances disclosed (see table below) |
2024 Nonqualified Deferred Compensation (Cameron)
| Plan | Executive contributions ($) | Company contributions ($) | Aggregate earnings ($) | Aggregate balance ($) |
|---|---|---|---|---|
| Deferred Compensation Plan | 66,306 | 45,606 | 27,091 | 440,920 |
| SCRPs | N/A | 63,109 | 15,326 | 255,248 |
| WPX Deferred Compensation Plan | N/A | N/A | 32,056 | 389,018 |
| WPX Restoration Plan | N/A | N/A | 31,207 | 499,324 |
Compensation Structure Analysis
- Pay mix is highly performance-weighted: 2024 payouts for NEOs were dominated by annual bonus (score-based) and PSUs/RSAs; Cameron’s total 2024 comp included $3.145M stock awards and $0.789M bonus vs $0.620M salary .
- Shift to PSUs over time aligns to TSR relative performance; PSUs vest on relative TSR with negative-TSR cap, limiting windfalls in down cycles .
- Governance safeguards: clawback, no options/repricing, hedging/pledging prohibited, limited perquisites, and no parachute tax gross-ups .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval approximately 94%; DVN maintained its compensation program structure given clear majority support .
- DVN engaged ~600 investor interactions in 2024 to calibrate metrics (FCF, CROCE, safety, environmental performance) reflected in the scorecard .
Equity Grants and Outstanding Awards (Cameron)
| Year-end 2024 stock awards | Number of shares/units | Market/payout value ($) |
|---|---|---|
| RSAs (2021 grant) | 7,603 | 248,846 (at $32.73) |
| PSUs (2022 cycle – earned 75%) | 17,235 | 564,102 (at $32.73) |
| RSAs (2022 grant) | 7,660 | 250,712 (at $32.73) |
| PSUs (2023 grant – trending 63%) | 14,873 | 486,793 |
| RSAs (2023 grant) | 11,805 | 386,378 (at $32.73) |
| RSAs (2024 grant) | 24,622 | 805,878 (at $32.73) |
| PSUs (2024 grant – trending 50%) | 18,466 | 604,392 |
Performance & Track Record
- 2024 operational/financial outcomes: record production (737 MBOE/d), oil +8% YoY to 347 MBO/d, operating cash flow $6.6B, FCF $2.943B; liquidity $3.8B (cash $0.8B) .
- Strategic actions: Williston Basin acquisition (Grayson Mill) immediately accretive to per-share earnings, cash flow, FCF; buyback authorization expanded to $5B through mid-2026; fixed dividend increased 9% to $0.24 in Q1’25 .
- Stock performance: TSR one-/three-/five-year periods ending 12/31/2024: -25.3%, -12.8%, 63.4% .
Compensation Peer Group (Benchmarking)
- 2024 peer group included APA, ConocoPhillips, Coterra, Diamondback, EOG, Hess, Marathon, Occidental, Ovintiv, Pioneer .
- 2025 peer group updated (removed Pioneer; broader list maintained) .
- Targeting: Committee generally targets around the 50th percentile for salary, bonus targets, and LTI .
Risk Indicators & Red Flags
- Related party transactions: None identified requiring disclosure for early 2025 .
- Hedging/pledging: Prohibited (alignment maintained) .
- Options repricing: Not practiced .
- Say-on-pay support strong (~94%) .
Investment Implications
- Alignment: High equity exposure (RSAs/PSUs) and ownership exceeding guidelines suggest strong alignment; hedging/pledging bans reduce misalignment risk .
- Retention and selling pressure: Cameron is Post-Retirement Vesting Eligible—unvested equity continues vesting post-retirement, potentially lowering lock-in; 2024 vesting of 80,337 shares indicates periodic supply but options are absent, and PSU payout depends on sustained TSR vs peers .
- Pay-for-performance levers: Scorecard heavily weights FCF and CROCE alongside H&S and environmental metrics; PSU cap under negative TSR tempers upside in down markets, moderating windfalls and aligning with long-term value creation .
- Change-in-control economics: Double-trigger and 3× cash severance could be costly but standard for peers; equity acceleration contingent on assumption/job loss reduces single-trigger risk .