Michael Mears
DEVON ENERGY CORP/DEAbout Michael N. Mears
Independent director at Devon Energy since January 2023; age 62; former Chairman, President and CEO of Magellan Midstream Partners (2011–2022); currently serves on Sempra’s board as Chair of the Corporate Governance Committee and member of Executive and Compensation & Talent Development committees; holds a bachelor’s degree in chemical and petroleum refining engineering from Colorado School of Mines . Devon’s Board has affirmatively determined Mears is independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magellan Midstream Partners | Chairman, President & CEO | 2011–2022 | Led large midstream operator; prior COO (2008–2011) |
| Williams Pipeline Co. (predecessor) | Various management positions | Not disclosed | Commercial/operational leadership |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Sempra | Director | Chair, Corporate Governance; Member, Executive; Member, Compensation & Talent Development |
Independence assessment considered Sempra’s ordinary‑course purchases of energy products from Devon; Board maintained independence determination .
Board Governance
| Attribute | Detail |
|---|---|
| Committees (DVN) | Audit Committee (member) ; Governance, Environmental & Public Policy (GEPP) Committee (member) |
| Committee meeting cadence (2024) | Audit: 8 meetings ; GEPP: 5 meetings |
| Board attendance (2024) | Board met 10 times; all directors attended ≥91% of aggregate Board/committee meetings |
| Independence | 10 of 11 current directors independent; Mears is independent |
| Board leadership | Independent Chair (John Bethancourt) |
Fixed Compensation (Non‑Management Director – 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer | $100,000 | Standard for non‑management directors |
| Audit Committee Member Retainer | $2,000 | Committee membership fee |
| Cash Fees Earned | $102,000 | Sum of board + audit member retainers (no chair fees) |
| Gift Match | $10,000 | Company charitable gift match program |
Performance Compensation (Director Equity – 2024)
| Equity Type | Grant Date | Grant Value (USD) | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock/RSUs (LTI Award) | June 5, 2024 | $230,023 | Vested immediately | Non‑management directors receive $230k value post‑Annual Meeting; RSUs optional for deferral |
- Options: Devon does not currently grant stock options or option‑like awards to employees or directors .
- Performance metrics: No director‑specific performance metrics tied to director equity; PSU/bonus metrics apply to executives (not directors) .
Other Directorships & Interlocks
| Relationship | Category | Summary |
|---|---|---|
| Sempra purchases from Devon | Ordinary‑course transactions | Considered in independence review; Mears had no personal involvement/direct benefit; independence affirmed |
Expertise & Qualifications
- Former CEO and COO of major midstream operator; commercial and operational expertise in energy infrastructure .
- Corporate governance leadership (chairs Sempra governance committee) .
- Technical credentials in petroleum refining engineering .
Equity Ownership
| Holder | Beneficial Shares | RSUs included in total | % of DVN Shares Outstanding |
|---|---|---|---|
| Michael N. Mears | 11,154 | 4,934 RSUs | ~0.0017% (11,154 / 643,329,223) |
- Director stock ownership guideline: Own Devon common stock equal to 5× annual retainer within 5 years after election; holding requirement until met .
- Hedging/pledging: Directors and executive officers prohibited from hedging or pledging Devon securities; no margin accounts; insider trading policy with preclearance/blackouts .
Governance Assessment
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Strengths:
- Independent status; service on Audit and GEPP committees aligns with governance and risk oversight needs in upstream energy .
- Proven CEO‑level operating background in midstream; relevant to Devon’s marketing and infrastructure interfaces .
- Robust director equity alignment and ownership guidelines; insider policy prohibits hedging/pledging .
- Board processes: regular executive sessions, committee oversight of related party transactions via Audit, and annual evaluations .
-
Watch items:
- Ordinary‑course commercial relationship with Sempra (buyer of energy products from Devon) noted in independence review; Board found no material benefit/conflict, but remains a potential perception risk requiring continued Audit Committee oversight .
- Immediate vesting of director equity provides taxation predictability but reduces formal holding periods on grants; mitigated by stock ownership guidelines .
-
Attendance/engagement signals:
- Board/committee activity levels indicate active oversight (Board 10; Audit 8; GEPP 5), with all directors ≥91% attendance in 2024 .
No related person transactions requiring disclosure identified in early 2025 diligence; Audit Committee oversight in place .