Trey Lowe

About Trey Lowe

Robert F. (Trey) Lowe III, 49, is Senior Vice President and Chief Technology Officer (CTO) at Devon Energy, appointed in February 2025. He oversees technology, digital security, project management and energy ventures; he joined Devon in 2005 and previously served as Vice President and CTO after technical and leadership roles across U.S. and international operations; prior experience includes Schlumberger in the U.S. and Norway; B.S. in Chemical Engineering from Oklahoma State University; past Society of Petroleum Engineers Distinguished Lecturer; board observer to Fervo Energy . Company performance context for incentive alignment: cumulative TSR from 2019–2024 was 63%; 2024 CROCE 36%; 2024 free cash flow $2,943 million; total oil & gas production averaged 737 MBOE/d, driving a 158% company performance bonus score for 2024 .

Past Roles

External Roles

Fixed Compensation

Note: Lowe’s specific base salary, bonus target, and LTI target were not disclosed in the 2025 proxy or 8-Ks. Devon disclosed compensation parameters for other Senior Vice Presidents appointed to the executive team in 2025 (useful comparables at Lowe’s level).

Performance Compensation

Long-term incentives and cash bonus structure are company-wide and inform expectations for a newly appointed SVP & CTO.

• LTI mix and mechanics (NEO program, used as design reference):

  • 60% PSUs based on 3-year relative TSR vs a defined peer set; 40% time-based RSAs vesting 25% annually over four years .
  • PSU payout grid: 0–200% based on relative TSR rank; cap at 100% if absolute TSR is negative .
  • 2022 PSU cycle paid 75% of target (8th of 12), evidencing pay-for-performance .

• Annual performance cash bonus scorecard (used to determine 2024 payouts; Board retained substantially same measures for 2025):

  • Measures and weights: FCF 25%, CROCE 25%, Total Capital Expenditures 10%, Total Production 10%, Health & Safety 15%, Environmental Performance 15% .
  • 2024 company performance score: 158% of target .

Detailed 2024 scorecard results:

Equity Ownership & Alignment

• Stock ownership guidelines: executive officers must maintain ownership equal to a multiple of salary; CEO: 6x; Other Named Executive Officers: 3x. Executives with less than 5 years in role must retain at least one-half of net shares from awards until compliant .
• Hedging and pledging: Devon prohibits directors and executive officers from pledging or hedging company stock; also prohibits options and short-term speculative transactions; Section 16 reporting was timely in 2024 .
• LTI design supports alignment: RSAs vest 25% annually over four years; PSUs vest based on relative TSR over 3 years .
• Beneficial ownership: Lowe is not listed in the security ownership table (as the 2024 NEOs and directors are shown); thus, shares owned/pledged by Lowe are not disclosed in the proxy .

Employment Terms

• Senior Vice President (comparables for 2025 appointments):

  • Raines (SVP E&P Asset Mgmt): base $475k; 75% target bonus; $1.5mm target annual LTI; existing severance agreement: lump sum equal to 2x (base + annual bonus), prorated bonus, outplacement; eligibility for non-qualified deferred comp, supplemental restoration plans, 401(k) .
  • Hellman (SVP E&P Ops): base $475k; 75% target bonus; $1.5mm target annual LTI; severance agreement to match Raines’ terms; same benefits eligibility .
  • Note: Lowe’s individual employment terms were not disclosed; comparables suggest the SVP tier utilizes 2x salary+bonus severance economics .

• Company employment agreements (NEOs framework, design reference):

  • Without cause/for good reason: lump sum equal to 3x (greater of current or highest base in past 2 years + largest annual bonus in last 3 years), prorated bonus, 18 months medical/Cobra equivalent, 36 months life insurance, outplacement; non-disparagement and 36-month employee non-solicitation apply; no excise tax gross-ups .
  • Change-in-control: double-trigger benefits; add 3 years of service/age for retiree medical calculation; equity vests only with job loss or if awards not assumed; PSUs at target upon death; continued vesting for “Post-Retirement Vesting Eligible” subject to covenants .
  • Clawback policy aligns with NYSE/Dodd-Frank requirements .

• Equity treatment and vesting schedules:

  • RSAs: 25% vesting on each anniversary of grant (e.g., Feb 10 cadence for recent grants) .
  • PSUs: 3-year performance; relative TSR schedule; cap at 100% if absolute TSR negative .

Performance & Track Record

• TSR and returns: Cumulative TSR (2019–2024) of 63% vs peer group at 57%; 2024 CROCE 36% .
• Cash generation and capital discipline: 2024 free cash flow $2,943 million; Total Capital Expenditures $3,631 million (non-GAAP constructs used for bonus evaluation) .
• Operational delivery: 2024 total production of 737 MBOE/d; 2024 company bonus outcome 158% of target reflecting strong results on FCF, CROCE, H&S, environment .
• LTI realization: 2022 PSU grant paid 75% of target (8th of 12 on relative TSR), reducing realizable values and demonstrating downside sensitivity .

Compensation Governance, Peer Group, and Say-on-Pay Context

• Governance practices: no option repricing; no single-trigger severance; clawbacks; stock ownership requirements; prohibition on hedging/pledging; structured, quantitative bonus process .
• Compensation benchmarking: committee targets around median of peer group for components and total compensation; peer groups maintained and updated annually; methodology and peers disclosed (e.g., APA, COP, CTRA, FANG, EOG, HES, MRO, OXY, OVV, etc.) .
• 2025 compensation approach: retain same bonus scorecard weights and LTI mix (60% PSUs/40% RSAs) with updated TSR peer set .
• Advisory vote: Board recommends “FOR” say-on-pay at 2025 meeting .

Risk Indicators & Red Flags

• Positive: robust clawback; hedging and pledging prohibitions; double-trigger CIC equity vesting; no excise tax gross-ups; no option repricing .
• Watch items: standard February vesting cadence for RSAs may create calendar-driven selling windows broadly across executives; PSU outcomes are market-relative (exposure to sector beta) .
• Compliance: Section 16 filings timely for 2024 .

Investment Implications

• Alignment: Incentive architecture anchors on FCF and CROCE with relative TSR for LTI, supporting capital discipline, returns on capital, and shareholder alignment; hedging/pledging bans reduce misalignment risk .
• Retention: Elevation to SVP & CTO in Feb 2025 and 20-year company tenure suggest low near-term retention risk; peer SVP disclosures show competitive 2x severance protection, indicating market-aligned retention economics (Lowe-specific terms not disclosed) .
• Trading signals: Company-wide RSA vestings on annual anniversaries (e.g., Feb 10 in recent cycles) can create predictable vest-related liquidity; PSU realizations hinge on relative TSR outcomes and absolute TSR cap, reinforcing cyclicality in realized equity value .
• Execution focus: CTO remit across technology, digital security, and ventures ties Lowe’s impact to operational efficiency, cybersecurity resilience, and optionality in adjacent energy tech; bonus scorecard linkages to production, H&S, and environmental metrics embed multi-dimensional execution accountability .