Gennifer Kelly
DEVON ENERGY CORP/DEAbout Gennifer F. Kelly
Independent director at Devon Energy (DVN), age 52, serving since January 2023; current board committee memberships: Audit and Reserves. She is a former Chief Operating Officer and SVP of Western Midstream Partners and previously VP of Marketing at Anadarko Petroleum, with 25 years of upstream and midstream experience across production, drilling, and completions. She holds an MBA and a BS in Petroleum Engineering from Louisiana State University. The Board has affirmatively determined she is independent under NYSE and SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Western Midstream Partners | Chief Operating Officer; SVP | Not disclosed | Led significant corporate transformation; broad operations leadership |
| Anadarko Petroleum Corporation | VP of Marketing; led operations transformation; strategic planning, portfolio and asset management | Not disclosed | Diverse operations across East Texas, West Texas, and Gulf of Mexico |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Delek Logistics Partners, LP | Director | Technology (Chair); Conflicts; Environmental, Health & Safety |
| Lone Star College Foundation | Director | Audit Committee |
Board Governance
- Committee assignments: Audit Committee member and Reserves Committee member. Audit Committee met 8 times in 2024; Reserves Committee met 2 times in 2024; the Board met 10 times, and all directors attended at least 91% of Board/committee meetings.
- Independence: The Board determined 10 of 11 directors are independent; Kelly is independent.
- Executive sessions: Board maintains executive sessions of independent directors; independent Chair structure.
- Director education and evaluations: Ongoing orientation, continuing education, and annual Board and committee effectiveness reviews.
- Stockholder engagement: Regular outreach across top investors; Board receives frequent updates.
Committee assignment detail
| Committee | Membership | 2024 Meetings Held |
|---|---|---|
| Audit | Member | 8 |
| Reserves | Member | 2 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $100,000 | Standard non-management director retainer |
| Audit Committee Member Fee (cash) | $2,000 | Additional annual retainer for Audit members |
| Fees Earned or Paid in Cash (2024) | $102,000 | Reflects Board retainer + committee fee |
| Gift Matching Contribution (2024) | $10,000 | Director charitable match program |
Performance Compensation
- Non-management directors receive equity as alignment, not performance-based: 2024 LTI equity grant valued at $230,023; grants vested immediately (directors may elect RSUs with deferred payment). No TSR/operational performance metrics apply to director equity.
| Performance Metrics Tied to Director Pay | Status |
|---|---|
| TSR-based PSUs; revenue/EBITDA; ESG metrics | Not applicable to non-management director compensation |
| Equity Component | 2024 Value | Vesting | Notes |
|---|---|---|---|
| Annual LTI equity award | $230,023 | Immediate vesting | RSAs or elective RSUs with deferred payment date |
Other Directorships & Interlocks
| Counterparty/Company | Relationship to DVN | Board Independence Consideration |
|---|---|---|
| Delek Logistics Partners, LP | Provides water disposal and transportation services to DVN in the ordinary course | Reviewed under independence standards; routine transactions; Kelly derived no personal benefit; independence affirmed |
Related person transactions diligence: In early 2025 the Audit Committee identified no related person transactions requiring disclosure.
Expertise & Qualifications
- Upstream/midstream operations, production, drilling, completions; strategic planning and transformation leadership; regulatory and board-level matters expertise.
- Broad understanding of energy industry board considerations; senior leadership experience.
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs Held (no voting rights) | % of Outstanding Shares |
|---|---|---|---|
| Gennifer F. Kelly | 11,154 | 4,934 | ~0.0017% (11,154 / 643,329,223) |
- Director ownership guidelines: Must own DVN common stock equal to five times the annual retainer within five years; holding requirement for those not yet meeting guidelines. For value calculation, the Board counts directly/beneficially owned shares and unvested restricted stock. Pledging and hedging by directors are prohibited under the Insider Trading Policy.
Governance Assessment
- Strengths: Independent director with deep upstream/midstream operating expertise; serves on Audit and Reserves—key oversight roles for financial reporting, reserves integrity, and risk; Board-wide attendance ≥91% indicates engagement; equity grants align interests; robust DVN governance (independent Chair, majority independent board, annual evaluations, strong stockholder engagement).
- Potential conflicts: Delek Logistics services relationship is an interlock to monitor; Board evaluated and affirmed independence with ordinary-course nature and no personal benefit; Audit Committee oversees related party transactions.
- Alignment signals: Director equity paid annually (immediate vesting) plus cash retainer/committee fees; ownership guidelines and anti-hedging/pledging enhance alignment; beneficial ownership disclosed.
- RED FLAGS: None disclosed on attendance, legal proceedings, hedging/pledging, or related-party transactions; continue oversight of Delek interlock and committee workload.