Corey Code
OvintivAbout Corey Code
Corey Code is Executive Vice President & Chief Financial Officer at Ovintiv (OVV), appointed in 2019; he joined a predecessor company in 1999 after progressing through Investor Relations and Strategy roles (VP IR & Strategy in 2018, VP IR in 2017). He is age 51 as disclosed in the 2025 proxy, and has served as a named executive officer since 2019 . For context on company performance during his tenure, Ovintiv’s revenues were $14.263B (FY2022), $10.661B (FY2023), and $8.943B (FY2024), while EBITDA was $4.989B*, $4.712B*, and $4.369B* respectively; compensation programs emphasize alignment to TSR and ROIC in long‑term incentives, and shareholder support for say‑on‑pay remained high (96.4% in 2023; 96.2% in 2024; 93.96% in 2025) .
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ovintiv (and predecessor) | EVP & CFO | 2019–present | Senior financial leadership; named executive officer since 2019 |
| Ovintiv (and predecessor) | VP, Investor Relations & Strategy | 2018 | Led investor relations and strategy functions |
| Ovintiv (and predecessor) | VP, Investor Relations | 2017 | Capital markets engagement and disclosure |
| Ovintiv (and predecessor) | Various leadership roles | 1999–2016 | Progressed through multiple leadership roles since joining in 1999 |
External Roles
No external directorships or public company board roles disclosed for Corey Code in the cited proxies .
Fixed Compensation
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Year-end Base Salary ($) | $399,000 | $528,688 | $561,308 |
| Annual Bonus Targets & Actuals | 2020 | 2024 |
|---|---|---|
| Target Bonus (% of Base) | 75% | 100% |
| Maximum Bonus (% of Base) | 150% | 200% |
| Target Bonus ($) | $246,858 | $572,294 |
| Actual Bonus Paid ($) | $234,515 | $812,658 |
Performance Compensation
| Long-Term Incentive Grants | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| RSU Grant Date | 02/28/2020 | 02/26/2021 | 03/07/2022 | 03/08/2023 | 03/08/2024 |
| RSUs (#) | 43,835 | 26,024 | 23,298 | 24,704 | 29,798 |
| RSU Grant Date Fair Value ($) | $558,763 | $598,509 | $1,057,412 | $1,111,520 | $1,460,430 |
| PSUs (# at Target) | 43,835 | 26,024 | 23,298 | 24,704 | 29,798 |
| PSU Grant Date Fair Value ($) | $558,763 | $598,509 | $1,057,412 | $1,111,520 | $1,460,430 |
- RSUs vest in equal thirds over three years; PSUs cliff vest after three years; maximum payout 200%; payout capped at 100% if absolute TSR is negative .
- PSU performance metrics and weightings:
- 2024 grant: Relative TSR 50%, ROIC 50% .
- 2023 grant: Relative TSR 50%, ROIC 50% .
- 2022 grant: Relative TSR 50%, ROIC 40%, Return on Inventory Renewal Capital 10% .
- 2021/2020 grants: Relative TSR 50%, strategic milestones 50% .
- Realized outcomes (multipliers used in proxy valuations): 2020 PSU payout 170% (valued at 12/31/2022), 2021 PSU payout 113% (valued at 12/31/2023), 2022 PSU payout 115% (valued at 12/31/2024) .
| 2023 Company Scorecard Metrics (targets) | Target |
|---|---|
| Free Cash Flow ($) | $677 million |
| Capital Efficiency ($ per BOE/d) | $21,500/BOE/d |
| ESG targets | TRIF 0.19; Injury Severity 0.17; GHG Intensity 14.3; Spill Intensity 0.023 |
| Total Costs ($/BOE) | $14.56/BOE |
| Total Production (MBOE/d) | 535 MBOE/d |
| 2022 Stock Vested and Options Exercised (Value Realized) | RSUs | PSUs | Options |
|---|---|---|---|
| Shares Acquired (#) | 28,172 | 20,045 | 19,760 |
| Value Realized ($) | $1,346,192 | $913,926 | $736,523 |
Equity Ownership & Alignment
| Beneficial Ownership and Holdings | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Beneficial Shares & Options | 53,758 | 86,568 | 149,216 | 162,332 | 178,168 |
| RSUs/PSUs/Options (Other) | 211,158 | 179,948 | 103,209 | 144,338 | 141,110 |
| Total Ownership (Units) | 264,916 | 266,516 | 252,425 | 306,670 | 319,278 |
| Shares pledged as collateral | None | ||||
| Ownership Guideline (Multiple of Salary) | Requirement: 3x; Actual: 19.1x (Mar 8, 2023) | — | — | — | Requirement: 3x; Actual: 15.2x (Mar 10, 2025) |
| Outstanding Equity Awards at Fiscal Year End (Unvested/Unearned) | 2022 | 2023 | 2024 |
|---|---|---|---|
| RSUs (units) | 57,857 | 50,936 | 56,432 |
| RSU Market/Payout Value ($) | $3,050,374 | $2,195,166 | $2,399,463 |
| PSUs (units at 100% target) | 133,002 | 81,156 | 85,659 |
| PSU Market/Payout Value ($) | $3,050,374 (valuation note) | $3,497,544 | $3,642,182 |
| Outstanding Options (Corey Code) | Strike Price | Expiration |
|---|---|---|
| 27,843 options | C$45.05 | 05/08/2026 |
| 6,997 options | C$47.70 | 03/08/2026 |
| 4,629 options | C$68.80 | 02/26/2025 |
| 4,929 options | C$77.15 | 02/27/2024 |
- Options vest over three years and expire seven years from grant; by 2024, stock option awards were fully vested; the company ceased issuing options/SARs in 2020 .
Employment Terms
| Provision | Key Terms |
|---|---|
| CIC Agreements (2022) | Double‑trigger required (CIC + qualifying termination within 24 months); severance equals 2.0x base salary, annual allowance, matching contributions, and average bonus over prior 3 years; benefits continue 24 months; unvested stock options/SARs vest and are exercisable up to 24 months; RSUs/PSUs immediately vest and pay at CIC valuation . |
| CIC Amendments (effective Feb 27, 2024 and continued in 2025) | Double‑trigger remains; severance increased to 2.5x for ELT (3.0x for CEO); benefits/pension accruals extended to 30–36 months; options/SARs immediate vest, exercisable up to 24 months; RSUs/PSUs immediate vest at plan‑specified level . |
| Termination treatment (non‑CIC) | Early retirement (55–60): pro‑rata vesting of RSUs/PSUs, vested options/SARs exercisable 6 months; Under age 55: unvested awards forfeited, vested options 60 business days to exercise; retirement over 60: awards continue to vest on schedule . |
| Clawback | Amended and restated clawback consistent with SEC Rule 10D‑1 and NYSE Section 303A.14; recovery of excess incentive compensation upon accounting restatement . |
| Hedging/Pledging | Hedging and short‑selling prohibited; no shares pledged by officers/directors noted in proxies . |
| Severance illustrations | 2024 example values (CIC + termination): Corey Code total $8,186,961 (severance, average bonus, unvested LTIs, pension, other benefits) . 2022 example values: $10,250,037 total under CIC termination . |
Compensation Structure Analysis
- Mix and vehicles: Since 2020, the company ceased issuing options/SARs; LTI grants are 50% RSUs and 50% PSUs with rigorous payout caps and annual RSU vesting to promote retention .
- Metric evolution: PSU metrics shifted toward ROIC and (in 2022) Inventory Renewal Capital alongside Relative TSR, strengthening pay-for-performance .
- Stability: No substantive changes to compensation program in 2023 and 2024 .
- Risk safeguards: Caps on PSU payouts, double-trigger CIC vesting, independent HRC and consultant (FW Cook), and clawback policy mitigate pay-related risk .
Compensation Peer Group (Benchmarking)
- Approach: Target compensation set around the median (50th percentile) of the peer group; unified compensation and PSU performance peer group adopted starting 2022 .
- Peer group highlights:
- 2022 peer group included Antero, Diamondback, Devon, EOG, Hess, Marathon, Murphy, Pioneer, Range, Canadian Natural Resources, Enerplus, S&P 400, XOP, etc. Additions/deletions tracked across years .
- 2023 additions: Chesapeake; deletion: Continental Resources .
- 2024 changes reflected sector M&A (e.g., Enerplus acquired by Chord, Pioneer acquired by ExxonMobil, Marathon acquired by ConocoPhillips); peer group included Occidental and Permian Resources Group .
Say‑on‑Pay & Shareholder Feedback
| Year | Support |
|---|---|
| 2023 | 96.4% |
| 2024 | 96.2% |
| 2025 | 93.96% (Annual Meeting vote) |
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $14,263,000,000 | $10,661,000,000 | $8,943,000,000 |
| EBITDA ($) | $4,989,000,000* | $4,712,000,000* | $4,369,000,000* |
| *Values retrieved from S&P Global. |
Risk Indicators & Red Flags
- No pledging and hedging prohibited; options repricing not permitted; gross‑ups prohibited; double‑trigger CIC vesting and capped PSU payouts reduce governance risk .
- Clawback policy in place aligned to SEC/NYSE rules .
- High say‑on‑pay support suggests limited external compensation risk pressure .
Investment Implications
- Alignment: Code’s pay mix is heavily performance‑linked via PSUs tied to Relative TSR and ROIC/strategic metrics; RSU/PSU structure and strong ownership multiples (15.2x salary in 2025; 19.1x in 2023) indicate substantial alignment and skin‑in‑the‑game .
- Retention: Annual RSU vesting and three‑year PSU cycles, combined with enhanced CIC severance (2.5x) and benefits continuance, mitigate near‑term retention risk; option issuance has ceased, limiting leverage to short‑term price spikes .
- Selling pressure: PSU settlements can create episodic liquidity events (e.g., 2022 PSU settlement assessed in Feb 2025); historically, Code realized value from option exercises and vesting in 2022, but no pledging/hedging and continued guideline compliance temper forced‑sale risk .
- Performance backdrop: Revenues and EBITDA moderated from 2022 peaks, making ROIC‑based PSU metrics a critical lever for value creation in a lower‑price environment; sustained high say‑on‑pay support implies investors view the pay program as appropriately calibrated .