Brian Shaw
OvintivAbout Brian G. Shaw
Independent director of Ovintiv Inc. since 2013; age 71; based in Ontario. Former Chairman and CEO of CIBC World Markets Inc. with deep capital markets experience; holds a CFA, MBA and BComm from the University of Alberta. Current Ovintiv Board roles: Audit Committee member and Environment, Health & Safety (EH&S) Committee member; independence affirmed by Ovintiv, with all directors other than the CEO deemed independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CIBC World Markets Inc. | Chairman & CEO | Not disclosed | Led global equity division and proprietary trading; managed 2,500 employees |
| NuVista Energy Ltd. | Director | 2014–2022 | Board service in Canadian E&P sector |
| Patheon Inc. | Director | Not disclosed | Board member; sector unspecified |
| PrairieSky Royalty Ltd. | Director | Not disclosed | Board member in Canadian energy royalties |
| Lakeview Mortgage Funding Inc. | Director | Not disclosed | Board member |
| Toronto Symphony Orchestra | Director | Not disclosed | Governance role in nonprofit |
| Toronto CFA Society | Director | Not disclosed | Governance role in professional society |
| Manulife Bank of Canada | Director | 2013–2024 | Board service in banking |
| Manulife Trust Company | Director | 2013–2024 | Board service in trust company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Toronto Symphony | Honorary Governor | Current | Nonprofit governance |
| Firepower Asset Management Holdings | Advisory Board | Current | Asset management advisory |
| Elevate Export Finance Corp | Advisory Board | Current | Financial advisory |
| Sionna Investment Managers Inc. | Advisory Board | Current | Asset management advisory |
| Olbia Software Inc. | Advisory Board | Current | Technology advisory |
| Hillmount Mortgage Fund | Advisory Board | Current | Mortgage fund advisory |
| CFA Society – Toronto | Advisory Board/Engagement | Current | Professional leadership |
| McMaster University | Inaugural Trader in Residence | Not disclosed | Regular speaker and mentor |
Board Governance
- Committees: Audit Committee (member) and EH&S Committee (member). Audit Committee chaired by George L. Pita; members include Sippy Chhina, Meg Gentle, Suzanne P. Nimocks, and Brian G. Shaw. EH&S Committee chaired by Steven W. Nance; members include Ralph Izzo, Terri G. King, and Brian G. Shaw .
- Independence: All directors other than CEO are independent per Corporate Governance Guidelines; Audit and HRC Committees comprised entirely of independent directors .
- Attendance: 100% director attendance in 2024; Shaw attended 5/5 Board, 5/5 Audit, 5/5 EH&S; Total 15 meetings .
- Executive sessions: Held by independent directors at regular Board and committee meetings .
- Best practices: Declassified board, independent Chair, majority voting, clawback policy, stock ownership guidelines, prohibition on hedging/pledging by directors, overboarding policy, and director change of circumstance policy .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Board Member Annual Retainer | $305,000 | Standard director retainer; 69% equity-based via Director RSUs; 31% cash or DSUs at director’s election . |
| Committee Chair Fees (Program) | Audit $20,000; HRC $15,000; CRG $15,000; Other Chairs $10,000 | 2024 program; none apply to Shaw (not a chair) . |
| 2025 Chair Fee Changes (Forward) | Audit $25,000; HRC $20,000; CRG $20,000; EH&S $15,000; Reserves $15,000 | Adopted beginning in 2025 . |
| 2024 Individual Compensation (Shaw) | Fees Earned/Paid in Cash: $95,000; Stock Awards: $208,776; All Other Compensation: $431; Total: $304,207 | Cash and DSUs election noted; life insurance cost in “All Other Compensation” . |
| 2024 Director RSU Grant (Shaw) | 4,196 units; FMV $208,776; Grant date May 17, 2024 | VWAP basis US$49.85; director RSUs settle immediately under Omnibus Plan . |
| DSU Plan Features | Vests immediately; redeemable only after Board retirement; paid in cash; dividend-equivalent DSUs credited; U.S. tax redemption window Jan 1–Dec 15 following year of departure | Aligns director interests with shareholders . |
Performance Compensation
- Independent directors do not receive performance-based pay at Ovintiv (no PSU/option performance metrics or annual bonus metrics for directors) . | Performance Element | Status | Notes | |---|---|---| | Performance-based awards (Directors) | None | Ovintiv confirms independent directors do not receive performance-based compensation . |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Shaw in 2025 proxy aside from Ovintiv .
- Overboarding policy: Directors limited to serving on no more than three other public boards; CRG Committee pre-clearance required for new boards .
- Interlocks: Ovintiv states “No interlocking directorships with other reporting issuers” as a governance best practice .
Expertise & Qualifications
- Credentials: Chartered Financial Analyst; MBA; BComm (University of Alberta) .
- Domain expertise: Accounting & Finance, Governance/Public Company Board Experience, Human Capital Management, Public Policy & Government Relations, Risk Management, CEO/Senior Officer experience .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| DSUs Held (Dec 31, 2024) | 35,327; payout value $1,502,108 | Value based on US$40.50 closing price; no outstanding Director RSUs as of FYE (settled at grant) . |
| Beneficial Ownership (Mar 10, 2025) | 40,433 shares/options beneficially owned | Includes shares with voting or investment power and in-the-money options exercisable by May 10, 2025 . |
| RSUs/PSUs/Options (Unvested/Not Beneficially Owned) | 35,914 | Not “beneficially owned” under Rule 13d-3; settles in stock or cash at HRC discretion . |
| Total Ownership (Mar 10, 2025) | 76,347 | Less than 1% of outstanding shares; no shares pledged as security . |
| Director Ownership Guidelines | 5× annual cash compensation within 5 years | All directors meet or are on track per annual evaluation . |
Insider Trades
| Year | Item | Note |
|---|---|---|
| 2024 | One late Form 4 filing for Brian G. Shaw related to RSU vesting/settlement | Filed late due to administrative oversight; company believes all other Section 16 reports were timely . |
Governance Assessment
- Board effectiveness and engagement: Strong attendance (100%) signals high engagement; active participation in independent executive sessions; ongoing continuing education and field visits (e.g., Permian LEAF facility tour in 2024) .
- Independence and oversight: Shaw is independent and serves on Audit and EH&S—committees with direct oversight of financial controls, cybersecurity, and sustainability/environmental compliance; Audit Committee includes SEC-defined financial experts (Chhina, Gentle, Pita) .
- Alignment and ownership: Significant DSU holdings ($1.50M value at FYE) and equity retainer structure (69% equity) align incentives; directors subject to stock ownership guidelines and prohibition on hedging/pledging .
- Conflicts and related-party exposure: Ovintiv reports no related person transactions since Jan 1, 2024; overboarding and change-in-circumstance policies mitigate conflict risks .
- Shareholder signals: 2024 Say‑on‑Pay received 96.2% support, indicating broad investor confidence in compensation governance; annual shareholder engagement with directors participating .
Red Flags and Watch‑Outs:
- Late Section 16 filing (Form 4) for Shaw due to administrative oversight—minor but notable; continued monitoring of insider reporting controls advisable .
- Advisory roles across finance/asset management firms may warrant routine CRG review for potential perceived conflicts; Ovintiv’s policies require notification and CRG clearance for new roles, mitigating risk .
Overall, Shaw’s extensive capital markets background supports Audit and risk oversight, his attendance and independence strengthen board effectiveness, and his DSU-heavy compensation and ownership support alignment with shareholders. No material conflicts or related-party transactions are reported, and governance practices (ownership requirements, anti-hedging/pledging, overboarding limits) are robust .