John Bethancourt
DEVON ENERGY CORP/DEAbout John E. Bethancourt
Independent Chair of the Board at Devon Energy (DVN). Age 73; joined the Board in January 2014 and became Independent Chair in July 2024 after previously chairing the Reserves Committee and serving on the Compensation Committee . Retired Chevron executive (EVP, Technology & Services) overseeing EHS, major project management, procurement, and mining operations; began career at Getty Oil (1974), joined Texaco via the 1984 merger; B.S. in Petroleum Engineering from Texas A&M University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron | Executive Vice President, Technology & Services | Not disclosed | Oversaw EHS, major projects, procurement, mining operations |
| Texaco (via merger) | Various leadership roles | Joined via 1984 merger | Energy operations leadership |
| Getty Oil | Early career | Began 1974 | Petroleum engineering and operations |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Texas A&M Foundation | Board of Trustees | Previously served | Non-profit governance |
| Society of Petroleum Engineers | Director | Past director | Industry body |
| National Action Council for Minorities in Engineering, Inc. | Director | Former director | Non-profit focused on engineering diversity |
Board Governance
- Independence: Board affirmatively determined Mr. Bethancourt is independent; 10 of 11 current directors are independent; 9 of 10 director nominees are independent .
- Board leadership: Independent Chair since July 2024; presides over executive sessions and collaborates with CEO on agendas/materials .
- Dividend Committee: One of two members (with CEO Clay Gaspar); at least one member must be independent; Bethancourt is the independent member .
- Attendance: Board met 10 times in 2024; all directors attended at least 91% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Governance processes: Annual Board/committee evaluations; strong investor engagement cadence; executive sessions of independent directors; majority voting; proxy access; stockholder right to call special meeting .
| Committee | Current/Recent Role | Key Duties | 2024 Meetings |
|---|---|---|---|
| Board of Directors | Independent Chair (from Jul 1, 2024) | Leadership, agenda setting, executive sessions | 10 |
| Dividend Committee | Member (with CEO) | Assist with declaration/payment of dividends per policy | Not disclosed |
| Reserves Committee | Former Chair (prior to Jul 2024) | Oversees reserves evaluation, consultant independence, disclosure integrity | 2 |
| Compensation Committee | Former Member | Oversees exec comp philosophy, bonus/LTI programs, succession planning | 7 |
Fixed Compensation
- Director compensation overseen by the Board on recommendation of the Compensation Committee; Meridian Compensation Partners serves as independent consultant; directors may participate in a charitable match program (up to $10,000) .
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer | $100,000 | Standard cash retainer |
| Additional Annual Non-Executive Board Chair Retainer | $87,500 | Cash retainer for Chair |
| Committee Chair Retainers | $25,000 (Audit); $20,000 (Compensation/GEPP); $15,000 (Reserves) | Cash; members of Audit Committee also receive $2,000 |
| 2024 Director Compensation (USD) | Fees Earned or Paid in Cash | Stock Awards | Gift Matching Contribution | Total |
|---|---|---|---|---|
| John E. Bethancourt | $151,250 | $311,307 | — | $462,557 |
- Footnote details: Stock awards include $230,023 granted June 5, 2024 to all non-management directors plus a pro-rated $81,284 equity award to Bethancourt upon becoming Chair on July 1, 2024 .
Performance Compensation
- Equity awards (directors): Annual LTI grants of $230,000 following the Annual Meeting; non-executive Chair receives an additional $87,500 equity award; 2024 grants vested immediately; directors may elect RSUs with deferred payment date rather than restricted stock .
- No performance-based metrics disclosed for director equity (restricted stock/RSUs); therefore, no PSU/TSR metrics apply to directors .
| Equity Grants (2024) | Value | Vesting | Instrument |
|---|---|---|---|
| Standard Director Grant | $230,000 | Immediate vesting | Restricted stock or RSUs at director’s election |
| Additional Grant for Non-Exec Chair | $87,500 | Immediate vesting | Restricted stock or RSUs |
| Bethancourt 2024 Stock Awards | $311,307 total | Includes $81,284 pro-rated Chair grant (7/1/2024) | Restricted stock/RSUs |
Other Directorships & Interlocks
| Company/Org | Type | Role | Potential Interlock/Transaction |
|---|---|---|---|
| Texas A&M Foundation | Non-profit | Previously served on Board of Trustees | None with DVN noted |
| Society of Petroleum Engineers | Industry body | Past director | None with DVN noted |
| National Action Council for Minorities in Engineering | Non-profit | Former director | None with DVN noted |
- Independence review: Related-party “Relationships Considered” table identifies ordinary-course transactions for other directors (Nine Energy, Delek Logistics, Texas Pacific Land, Sempra) but none were identified for Bethancourt; Audit Committee reported no related-person transactions requiring disclosure .
Expertise & Qualifications
- Senior energy leadership and petroleum engineering expertise; extensive oversight of EHS, project execution, and energy infrastructure—relevant for upstream strategy and risk management .
- Board governance experience and prior committee leadership (Reserves Chair; former Compensation member) .
- Investor-aligned governance: independent chair, majority-independent board, executive sessions, robust evaluation and succession processes .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Class | Notes |
|---|---|---|---|
| John E. Bethancourt | 106,843 | <1% | Includes 941 shares in a trust with shared voting/investment control |
| RSUs included in beneficial ownership | 11,233 | n/a | RSUs counted in the table but have no voting/investment power |
- Hedging/pledging: Directors and executive officers are prohibited from pledging or hedging Devon securities, short sales, or derivatives; Section 16 reports were timely filed in 2024 .
- Director stock ownership guidelines: Directors must own Devon common stock equal to 5x the annual retainer within 5 years; holding requirement applies until met; mandatory retirement at the Annual Meeting following age 75 (Bethancourt currently 73) .
Governance Assessment
- Board effectiveness: Experienced independent Chair with deep operational/EHS background; led a disciplined, multi-year CEO succession culminating in appointment of Clay Gaspar, with clear process rigor and alignment with strategy .
- Independence and conflicts: No related-person transactions requiring disclosure; independence affirmatively determined; no hedging/pledging permitted—supports alignment and risk control .
- Attendance/engagement: Strong attendance (≥91% across directors) and investor engagement practices; executive sessions and majority-independent committees underpin oversight quality .
- Director pay and alignment: Cash retainer plus equity with immediate vesting; additional chair cash/equity retainers consistent with market; independent consultant (Meridian) advises; charitable match permitted .
- RED FLAGS: None disclosed specific to Bethancourt—no related-party exposures; no pledging/hedging; no tax gross-ups; no option repricing; mandatory retirement policy provides refresh discipline .
- Say-on-Pay context: Broader governance environment sees strong support—~94% approval in 2024 advisory vote on NEO compensation; Compensation Committee reviewed peer metrics and maintained pay-for-performance approach .
Net takeaway: Bethancourt’s independent chair role, prior committee leadership, and absence of conflicts support investor confidence in DVN’s board governance. Ongoing dividend authorization oversight via a two-person Dividend Committee (with an independent chair) aligns with capital return policy while maintaining independence safeguards .