Valerie Williams
DEVON ENERGY CORP/DEAbout Valerie M. Williams
Valerie M. Williams (age 68) has served on Devon’s Board since 2021, joining in the WPX merger; she chairs the Audit Committee and serves on the Reserves Committee . She is designated an “audit committee financial expert” by Devon’s Board, reflecting 35 years in audit and public accounting at Ernst & Young LLP, where she retired in 2016 as Southwest Region Assurance Managing Partner; she holds a B.S. from the University of North Texas and an MBA from the University of Houston .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Southwest Region Assurance Managing Partner | 2006–2016 | Served on Partner Advisory Council, Inclusiveness Council, Audit Innovation Task Force, and Diversity Task Force |
| Ernst & Young LLP | Audit/Public Accounting Professional | 1981–2016 | Led assurance for numerous global, multi-location companies |
| WPX Energy | Director; Audit Committee Member | 2018–2021 | Joined Devon’s Board via WPX merger |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Omnicom Group, Inc. | Director | Audit; Finance |
| DTE Energy | Director | Audit (Chair); Corporate Governance |
| Franklin Templeton Funds (independent board of trustees) | Trustee | Audit; Nominating & Governance (for some open‑end funds) |
Board Governance
- Committee leadership: Chair, Audit Committee; Member, Reserves Committee .
- Independence: The Board determined all current directors except Clay M. Gaspar are independent; this includes Williams .
- Attendance: Board met 10 times in 2024; all directors attended ≥91% of aggregate Board/committee meetings; all current directors attended the 2024 Annual Meeting .
- Audit Committee cadence: 8 meetings in 2024; regular executive sessions with the independent auditor and internal audit/financial reporting leaders; oversight of quarterly earnings and 10‑K audit results .
- Reserves Committee cadence: 2 meetings in 2024; oversight of reserves integrity and independent engineering consultant selection (DeGolyer & MacNaughton) .
| Committee | Role | 2024 Meetings | Key Activities |
|---|---|---|---|
| Audit | Chair | 8 | Reviewed 10‑K audit results; quarterly earnings materials; selected new lead audit partner; executive sessions with auditor and internal teams; oversight of legal/regulatory, tax, cybersecurity, climate disclosure rules |
| Reserves | Member | 2 | Oversight of reserves data integrity; retained DeGolyer & MacNaughton; reviewed booking/valuation; in‑depth asset reviews; recommended 2024 reserves inclusion in 10‑K |
Fixed Compensation
| Type of Fee | Amount (USD) |
|---|---|
| Annual Board Retainer | $100,000 |
| Additional Annual Retainer – Audit Committee Chair | $25,000 |
| Additional Annual Retainer – Audit Committee Member | $2,000 |
| Additional Annual Retainer – Compensation or GEPP Committee Chair | $20,000 |
| Additional Annual Retainer – Reserves Committee Chair | $15,000 |
| Additional Annual Non‑Executive Board Chair Retainer | $87,500 |
| Valerie M. Williams – 2024 Director Compensation | USD |
|---|---|
| Fees Earned or Paid in Cash | $125,000 |
| Stock Awards (grant date fair value) | $230,023 (award made June 5, 2024) |
| Gift Matching Contribution | $0 |
| Total | $355,023 |
Notes:
- Director compensation reviewed annually; Meridian Compensation Partners engaged as independent advisor (no other work for Devon) .
- Directors eligible for charitable gift matching up to $10,000 per year .
Performance Compensation
| Element | Detail |
|---|---|
| Annual Equity Grant to Non‑Management Directors | $230,000 value following each Annual Meeting (2024 grants under 2022 LTIP) |
| Vesting | 2024 grants vested immediately |
| Instrument | Restricted Stock; optional RSUs with deferred payment date and dividend form flexibility |
| Additional Equity for Board Chair | $87,500 (not applicable to Williams) |
| Performance Metrics | None disclosed for director equity; awards are time‑based/vest‑immediate |
| 2024 Grant Date | June 5, 2024 (Williams’ $230,023 grant date FV) |
Other Directorships & Interlocks
| External Board | Overlap/Interlock Considerations |
|---|---|
| Omnicom Group (Audit; Finance) | No Devon‑related relationships disclosed for Williams in independence review |
| DTE Energy (Audit Chair; Governance) | No Devon‑related relationships disclosed for Williams in independence review |
| Franklin Templeton Funds | No Devon‑related relationships disclosed for Williams in independence review |
- Independence process disclosed a handful of ordinary‑course relationships for other directors (e.g., Nine Energy, Delek Logistics, TPL, Sempra) but none for Williams; Board affirmed independence .
- Governance guidelines recommend a director not serve on >3 public company boards in addition to Devon’s Board and require advance notice for new public audit/comp committee assignments; the GEPP Committee oversees such approvals .
Expertise & Qualifications
- Audit/financial reporting expertise; designated “audit committee financial expert” by Devon’s Board .
- 35 years at Ernst & Young across global/multi‑location clients; senior leadership roles and innovation/governance committees at the firm .
- Education: B.S., University of North Texas; MBA, University of Houston .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Class | RSUs Count Included in Beneficial Ownership |
|---|---|---|---|
| Valerie M. Williams | 39,179 | <1% | 30,585 |
Policy alignment:
- Director stock ownership requirement: own Devon common stock equal to five times annual retainer within five years of election; holding requirement applies until met .
- Hedging/pledging/margin prohibited for directors and executive officers; short‑term/speculative transactions discouraged; policy filed as Exhibit 19.1 to latest 10‑K .
- Section 16(a) compliance: all required beneficial ownership reports timely filed in 2024 .
Governance Assessment
- Strengths: Independent director; Audit Chair with robust cadence (8 meetings) and executive sessions; Reserves oversight; strong financial expertise and external audit leadership; Board‑level attendance discipline (≥91%); robust director ownership requirements; prohibitions on hedging/pledging/margin trading .
- Alignment: 2024 director equity grants vest immediately, with option for RSUs/deferred payment—aligns pay with service; cash/equity mix (cash $125k vs equity $230,023) supports long‑term orientation .
- Conflicts: No related‑party transactions or independence‑impacting relationships disclosed for Williams; Board’s independence determinations affirm status .
- Engagement: Audit Committee oversight spans quarterly reporting, auditor rotation rules, legal/regulatory and cybersecurity topics, demonstrating active risk oversight; Reserves Committee reinforces technical governance over reserves reporting .
- RED FLAGS: None disclosed for Williams (no pledging/hedging, no related‑party transactions, no attendance issues) .