Karl Kurz
DEVON ENERGY CORP/DEAbout Karl F. Kurz
Karl F. Kurz (age 63) is an independent director at Devon Energy (DVN) since 2021, currently serving as Chair of the Reserves Committee and a member of the Compensation and Governance, Environmental & Public Policy (GEPP) Committees. He holds a B.S., magna cum laude, in petroleum engineering from Texas A&M and completed Harvard University’s Advanced Management Program; prior roles include COO of Anadarko Petroleum and Managing Director, Co‑Head of Energy at CCMP Capital Advisors . He is Non‑Executive Chairman of American Water Works (AWK) and a director of Texas Pacific Land (TPL), bringing deep operational and engineering expertise to DVN’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anadarko Petroleum | Chief Operating Officer; earlier executive roles | ~2000–2009 | Oversaw global E&P, marketing, midstream, land, technology; operational leadership |
| CCMP Capital Advisors | Managing Director, Co‑Head of Energy; Investment Committee member | 2009–2012 | Energy-focused private equity investing; capital allocation and governance |
| AWK (American Water) | Independent Director; Non-Executive Chairman | Director since 2015; Chairman since 2018 | Board leadership in utility operations and capital markets |
| WPX Energy | Director | 2014–2021 (merger with DVN) | Audit Committee; upstream operational strategy |
| SemGroup, Western Gas Partners, Global Geophysical | Director | Various | Industry experience across midstream and services |
External Roles
| Company | Role | Committees |
|---|---|---|
| American Water Works (AWK) | Non‑Executive Chairman | Board leadership |
| Texas Pacific Land (TPL) | Director | Chair, Strategic Acquisitions; Compensation Committee member |
Board Governance
- DVN committee assignments: Reserves Committee Chair; member of Compensation and GEPP Committees .
- Board independence: Kurz is affirmed independent; 10 of DVN’s 11 current directors are independent; 9 of 10 nominees are independent .
- Attendance: The board met 10 times in 2024; all directors attended at least 91% of board/committee meetings; committee meetings held—Audit: 8; Compensation: 7; GEPP: 5; Reserves: 2 .
- Leadership structure: Independent Chair (John Bethancourt), with executive sessions of independent directors and a separated Chair/CEO model .
Fixed Compensation
| DVN Non‑Management Director Compensation (structure) | Amount |
|---|---|
| Annual Board Retainer (cash) | $100,000 |
| Additional Chair Retainers: Non‑Executive Board Chair | $87,500 |
| Lead Director Retainer | $25,000 |
| Committee Chair Retainers: Audit | $25,000 |
| Committee Chair Retainers: Compensation, GEPP | $20,000 |
| Committee Chair Retainer: Reserves | $15,000 |
| Audit Committee Member Retainer | $2,000 |
| Annual Equity Grant (post‑meeting; non‑management directors) | $230,000; immediate vest; RSU deferral option available |
| Karl F. Kurz – DVN Director Compensation (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $107,500 |
| Stock Awards (grant‑date fair value) | $230,023 |
| Gift Matching Contribution | $10,000 |
| Total | $347,523 |
Notes
- DVN engages Meridian Compensation Partners as independent consultant for director and executive compensation; no other services are provided to DVN .
- 2024 LTI awards for directors matched 2023 values and vested immediately to align expense predictability and tax treatment; RSUs with deferred payment date are optional .
Performance Compensation
| Element | Details |
|---|---|
| Performance‑linked metrics in director pay | None; director equity grants are time‑vested and (for 2024) immediately vested at grant |
| Director LTI design | $230,000 annual equity; option to receive RSUs with deferred payment; dividends form depends on award type |
Other Directorships & Interlocks
| Related Entity | Nature | DVN Board Independence Review Outcome |
|---|---|---|
| TPL (Texas Pacific Land) | TPL owns royalty interests in DVN‑operated wells and provides services in ordinary course | Relationship considered; board affirmed Kurz’s independence; routine transactions with no personal benefit |
| AWK (American Water Works) | Utility sector; no disclosed DVN transactional relationship | Not cited as a related transaction for DVN independence consideration |
Expertise & Qualifications
- Petroleum engineering (Texas A&M, magna cum laude) and Harvard University Advanced Management Program; senior leadership in upstream operations and energy private equity .
- Technical reserves oversight, capital allocation, risk management, and governance expertise supporting DVN’s Reserves Committee leadership .
Equity Ownership
| Holder | As of | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|---|
| Karl F. Kurz | Mar 31, 2024 | 76,528 | Less than 1% | Includes 20,613 RSUs counted for certain directors; see footnote list |
| Karl F. Kurz | Mar 31, 2025 | 81,460 | Less than 1% | Includes 20,613 RSUs counted for certain directors; see footnote list |
Stock Ownership Guidelines
- DVN directors must own Devon common stock equal to five times the director’s annual retainer within five years of election; holding requirement applies until met .
- Hedging/pledging: DVN’s insider trading policy prohibits directors and executive officers from hedging or pledging DVN securities, short sales, and certain derivatives; includes margin prohibitions and trading preclearance/blackouts .
Section 16 Compliance
- DVN reports timely Section 16 filings during 2024; Kurz’s initial Form 3 reported director status with no common stock at time of filing (Jan 2021) .
Governance Assessment
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Strengths
- Reserves Committee chaired by an experienced petroleum engineer with prior COO operating background—enhances technical rigor of reserves oversight .
- Affirmed independence, high board/committee attendance, and robust governance framework with independent Chair and executive sessions .
- Anti‑hedging/pledging policy and director stock ownership guidelines promote alignment and risk discipline .
- Compensation oversight uses independent consultant; director compensation balanced between cash and equity; no “meeting fees,” reducing short‑term incentives .
-
Potential Conflicts / RED FLAGS to monitor
- TPL roles and relationships (royalties/services): DVN’s Audit Committee reviewed and categorized transactions as routine with no personal benefit; independence affirmed, but ongoing monitoring advisable given board seat at TPL .
- Multi‑board commitments: DVN guidelines recommend no more than three other public boards; current disclosed roles (AWK, TPL) are within DVN’s guideline .
-
Shareholder Signals
- 2025 say‑on‑pay passed (For: 284,449,935; Against: 155,053,865; Abstain: 1,552,945); stockholder proposal to amend special meeting holdings requirement did not pass .
- DVN notes ~94% say‑on‑pay approval in 2024; Compensation program retained with no material changes during 2024 .
-
Compensation Committee & Consultant Independence
- Compensation Committee solely independent; no interlocks; consultant (Meridian) independence affirmed; total director compensation line items disclosed transparently (including charitable match program) .
Overall, Kurz’s governance footprint at DVN reflects strong technical oversight, independent posture, and alignment policies; the TPL interlock is disclosed and reviewed, with independence affirmed, yet merits continued scrutiny as DVN’s operations evolve .