Kelt Kindick
DEVON ENERGY CORP/DEAbout Kelt Kindick
Kelt Kindick (age 70) is an independent director of Devon Energy (DVN) since January 2021 following the WPX merger; he chairs the Governance, Environmental, and Public Policy (GEPP) Committee and serves on the Compensation Committee. He retired from Bain & Company in 2012 as Chief Financial Officer and Partner and previously served as CFO of the Commonwealth of Massachusetts (2003–2004); he holds a BA from Franklin & Marshall College and an MBA from Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain & Company | CFO and Partner; Managing Director, Boston office | Joined 1980; Partner 1986; MD 1991–1996; Chairman, Executive Committee 1998–1999; retired 2012 | Senior finance and governance roles; firmwide executive committee chair |
| Commonwealth of Massachusetts | Chief Financial Officer | 2003–2004 | State-level financial oversight |
| WPX Energy | Director; Lead Director; Chair of Nominating/Governance/Environmental/Public Policy Committee | Joined 2013 | Board leadership and governance oversight pre-merger with DVN |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Bain & Company | Advisory Partner | Former CFO/Partner; presently advisory capacity |
Board Governance
- Committee assignments: Chair, GEPP Committee; member, Compensation Committee .
- Committee scope and recent work:
- GEPP: Board nominations, governance guidelines, sustainability oversight, and public policy; 5 meetings in 2024 with focus on environmental targets, policy engagement, and sustainability reporting .
- Compensation: Executive pay philosophy, incentive programs, peer group, CEO compensation; 7 meetings in 2024 .
- Independence: Board determined Kindick is independent under NYSE/SEC standards; 10 of 11 current directors independent; all members of Audit, Compensation, GEPP, Reserves are independent .
- Attendance: Board met 10 times in 2024; all directors attended at least 91% of aggregate Board and relevant committee meetings; all then-current directors attended the 2024 annual meeting .
- Board evaluation and succession: Structured annual evaluations and recent CEO/Chair succession processes; GEPP leads director search/evaluation .
Fixed Compensation
| Item | Amount | Detail |
|---|---|---|
| Annual Board cash retainer | $100,000 | Standard non-management director retainer |
| GEPP Committee Chair cash retainer | $20,000 | Additional annual chair fee |
| Total cash fees (2024) | $120,000 | Fees earned by Kelt Kindick in 2024 |
| Gift matching | $10,000 | Company charitable gift matching program (eligible up to $10,000) |
- Director compensation is set annually by the Board on Compensation Committee recommendation; Meridian Compensation Partners serves as independent director compensation consultant (no other work for DVN) .
Performance Compensation
| Equity Award Type | Grant Date | Grant Value (Fair Value) | Vesting | Notes |
|---|---|---|---|---|
| Annual Director Equity (restricted stock or RSUs) | June 5, 2024 | $230,023 | Vested immediately (RSUs may be deferred) | Standard $230,000 value for non-management directors; RSUs optional for deferral |
- No performance-based equity (e.g., PSUs) for directors; awards are time-based/fully vested on grant to align interests and provide tax predictability .
Other Directorships & Interlocks
| Company/Organization | Current/Prior | Role | Interlock/Transactions |
|---|---|---|---|
| WPX Energy | Prior | Director, Lead Director; Chair of Nominating/Governance/Environmental/Public Policy | Pre-merger leadership; not disclosed as current DVN-related transaction |
| — | — | — | DVN disclosed several director-related ordinary-course relationships (Nine, Delek Logistics, TPL, Sempra) but none noted for Kindick in “Relationships Considered” |
- Compensation Committee interlocks: None; committee comprised solely of independent directors throughout 2024 .
Expertise & Qualifications
- Strategic finance and governance expertise (Bain CFO; public sector CFO), with broad cross-industry advisory experience enhancing board-level discussion of finance, governance, and strategy .
- Board leadership and nominations/governance oversight (WPX lead director; GEPP chair at DVN) .
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs Included in Beneficial Count | Ownership % of Outstanding | Notes |
|---|---|---|---|---|
| Kelt Kindick | 74,788 | 9,530 | <1% | Includes 42,590 shares held via a trust of which his spouse is sole trustee/beneficiary; RSUs have no voting/investment power until settlement |
- Director stock ownership guidelines: Must own DVN common stock equal to 5x annual retainer within five years of election; holding requirement applies until guideline met .
- Hedging/pledging: Prohibited for directors and executive officers under DVN’s Insider Trading Policy .
Governance Assessment
- Board effectiveness: As GEPP Chair, Kindick leads governance quality, board composition, director nomination processes, and sustainability/public policy oversight—key for long-term risk management and investor confidence .
- Independence and conflicts: Affirmatively independent; no related person transactions identified in early 2025; Audit Committee oversees related party diligence and found no transactions requiring disclosure .
- Engagement and attendance: High board activity with structured evaluations, regular investor engagement, and strong attendance; DVN reported robust shareholder outreach and 94% say‑on‑pay support in 2024, signaling alignment with investor priorities .
- Compensation alignment for directors: Balanced cash ($120k) and equity ($230k) with immediate vesting; cash chair fees aligned to responsibilities; independent consultant used; structure emphasizes alignment and governance duties over pay-for-performance for directors .
- RED FLAGS: None disclosed specific to Kindick—no related person transactions; hedging/pledging prohibited; no interlocks; ordinary-course relationship disclosures do not include him .