Greg Givens
OvintivAbout Greg Givens
Greg Givens is Executive Vice-President & Chief Operating Officer (COO) of Ovintiv, appointed in 2019; he joined Ovintiv in 2018 as Vice-President & General Manager of Texas Operations and previously served as Vice-President, Eagle Ford at EP Energy from 2012–2017. He is age 52 per the latest proxy and is one of Ovintiv’s named executive officers (NEOs) for 2024 and 2023 . His incentives are tied to Ovintiv’s Company Scorecard (Free Cash Flow, Capital Efficiency, Environment & Safety, Total Costs, Total Production) and long-term PSUs linked to Relative TSR and strategic/financial milestones, with shareholders showing strong say‑on‑pay support (96.2% in 2024; 93.96% in 2025) indicating alignment with performance objectives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ovintiv | EVP & COO | 2019–present | Senior operating leadership across Ovintiv’s portfolio |
| Ovintiv | VP & GM, Texas Operations | 2018 | Led Texas operations following company merger and asset integration |
| EP Energy | VP, Eagle Ford | 2012–2017 | Ran Eagle Ford operations at a public E&P company |
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Year-end Base Salary ($) | — | $665,000 | $690,000 |
| Annual Bonus Target (% of Salary) | — | 100% | 100% |
| Annual Bonus Max (% of Salary) | — | 200% | 200% |
| Annual Bonus – Target ($) | — | $656,250 | $683,750 |
| Annual Bonus – Actual Paid ($) | — | $1,233,750 | $970,925 |
Notes:
- Board made no discretionary adjustments to NEO bonuses in 2024; NEO bonus payouts are formulaic off the Company Scorecard, with board discretion ranges defined but not used in 2024 .
Performance Compensation
Annual Company Scorecard – Metrics and Targets
| Metric | 2023 Target | 2024 Target |
|---|---|---|
| Free Cash Flow | $677 million | $1.625 billion |
| Capital Efficiency | $21,500/BOE/d | $20,300/BOE/d |
| Environment & Safety (TRIF; Injury Severity; GHG Intensity; Spill Intensity) | TRIF 0.19; Severity 0.17; GHG 14.3; Spill 0.023 | TRIF 0.18; Severity 0.15; GHG 12.80; Spill 0.023 |
| Total Costs | $14.56/BOE | $13.67/BOE |
| Total Production | 535 MBOE/d | 573 MBOE/d |
LTI Grants (RSUs/PSUs) and Vesting
| Year | RSU Units | RSU Grant Date FV ($) | PSU Units (Target) | PSU Grant Date FV ($) | Vesting & Measurement |
|---|---|---|---|---|---|
| 2023 | 33,724 | $1,500,044 | 33,724 | $1,500,044 | RSUs vest in equal thirds over 3 years; PSUs cliff vest after 3 years; 2023 PSU metrics: 50% Relative TSR, 50% ROIC (0–200% payout) |
| 2024 | 35,390 | $1,750,036 | 35,390 | $1,750,036 | RSUs vest in equal thirds over 3 years; PSUs cliff vest after 3 years; 2024 PSU metrics: 50% Relative TSR, 50% Strategic Milestones (0–200% payout) |
PSU Performance Metric Design
| Year | Metric | Weighting | Measurement | Rationale |
|---|---|---|---|---|
| 2023 | Relative TSR | 50% | 3-year TSR vs PSU peer group | Aligns with shareholder experience |
| 2023 | ROIC | 50% | 3-year return on 2023 capital program wedge production/cash flow | Rewards capital discipline, removes commodity price impact |
| 2024 | Relative TSR | 50% | 3-year TSR vs peer group | Aligns with shareholder returns |
| 2024 | Strategic Milestones | 50% | Board-defined milestones over 3 years | Drives execution of strategy |
Outstanding Equity Awards (as of Fiscal Year-End)
| Metric | 2023 | 2024 |
|---|---|---|
| RSUs – Unvested (#) | 65,055 | 69,777 |
| RSUs – Unvested Value ($) | $2,857,216 | $2,825,969 |
| PSUs – Unearned (#) | 102,295 | 105,225 |
| PSUs – Payout/Value ($) | $4,492,796 | $4,261,613 |
Stock Options (fully vested legacy grants; 7-year term):
- 17,826 options @ $22.95 expiring 09/10/2026
- 15,058 options @ $35.80 expiring 03/08/2026
- 3,696 options @ $69.15 expiring 08/09/2025
Equity Ownership & Alignment
| Item | 2024-03-08 | 2025-03-10 |
|---|---|---|
| Beneficial Shares & In-the-Money Options | 186,776 | 208,160 |
| RSUs/PSUs/Options (Unvested/Unearned) | 167,346 | 165,384 |
| Total Ownership (count basis) | 354,122 | 373,544 |
| % of Shares Outstanding | <1% (asterisk per proxy) | <1% (asterisk per proxy) |
| Shares Pledged as Collateral | None pledged | None pledged |
| Stock Ownership Guideline (multiple of salary) | Requirement: 3x; Actual: 16.0x | Requirement: 3x; Actual: 17.6x |
Notes:
- All executives meet or are on track to meet ownership guidelines within the required period .
Employment Terms
Change-in-Control (CIC) Arrangements and Key Terms
| Provision | Term |
|---|---|
| Trigger | Double-trigger: CIC plus qualifying termination within 24 months (termination without cause or for good reason) |
| Severance Multiple | 2.5x base salary + annual allowance + professional membership reimbursements + matching contributions + annual bonus (avg. of prior 3 years); CEO is 3.0x |
| Benefits Continuation | 30 months; CEO 36 months |
| Pension Credits | DC plan credits/cash equivalence for 30 months; CEO 36 months |
| Options/SARs | Immediate vest; exercisable up to earlier of 24 months or original expiration |
| PSUs | Immediate vest at plan-specified level at CIC valuation price |
| RSUs | Immediate vest at CIC valuation price |
Estimated Separation/CIC Economics for Greg Givens
| Scenario Component | 2023 Estimate ($) | 2024 Estimate ($) |
|---|---|---|
| Salary Severance | $1,330,000 | $1,725,000 |
| Annual Incentive Plan | $1,341,808 | $2,140,308 |
| Value of Unvested LTIs | $7,150,132 | $6,912,297 |
| Incremental Pension Value | $215,460 | $279,450 |
| Other Compensation/Benefits | $86,004 | $107,505 |
| Total – CIC Termination | $10,123,404 | $11,164,560 |
| Total – Death | $4,094,486 | $3,761,154 |
Governance Safeguards
- Incentive Compensation Clawback Policy compliant with SEC/NYSE (Rule 10D‑1; Section 303A.14); recovery of excess incentive compensation after restatement; no indemnification for clawbacks .
- Prohibitions include: option repricing/exchanges; tax gross‑ups; single‑trigger vesting; hedging/short‑selling; pledging by directors/executives .
Performance & Track Record Signals
Say‑on‑Pay Outcomes
| Year | Approval % |
|---|---|
| 2024 | 96.34% |
| 2025 | 93.96% |
Upcoming Vesting / Expiration Timeline (Potential liquidity windows)
| Event | Date |
|---|---|
| 2023 PSU performance period ends | 12/31/2025 |
| 2024 PSU performance period ends | 12/31/2026 |
| RSU tranches from 2023 grant | Annually on 03/08 in 2024–2026 |
| RSU tranches from 2024 grant | Annually on 03/08 in 2025–2027 |
| Stock options @ $69.15 | Expire 08/09/2025 |
| Stock options @ $35.80 | Expire 03/08/2026 |
| Stock options @ $22.95 | Expire 09/10/2026 |
Compensation Structure Analysis
- Mix has shifted to RSUs and PSUs (50/50 for NEOs), emphasizing stock price and multi‑year TSR/strategic outcomes; no new options granted in recent years, but legacy options remain outstanding and fully vested .
- Annual bonus is 100% company scorecard‑based at the NEO level with rigorous targets and capped payouts; board applied no discretion in 2024, reinforcing pay‑for‑performance .
- Governance practices prohibit option repricing, tax gross‑ups, single‑trigger vesting, hedging/pledging, and include a compliant clawback policy—mitigating compensation-related risk .
Equity Ownership & Alignment Commentary
- Givens’ current ownership equals ~17.6x base salary vs. a 3x guideline, and the proxy confirms no pledged shares—strong alignment and low financing risk .
- Beneficial ownership rose from 186,776 (Mar-2024) to 208,160 (Mar-2025), with total counted ownership (including RSUs/PSUs/options per proxy methodology) at 373,544; individual holding remains <1% of outstanding shares .
Employment Terms – Retention and Change‑of‑Control
- Double‑trigger CIC agreements (2.5x multiple plus benefits/credits) and full acceleration of equity upon CIC termination enhance retention but also create meaningful payout obligations; 2024 illustrative CIC termination value of $11.2 million underscores moderate change‑of‑control economics for Givens .
Investment Implications
- Strong alignment: 100% scorecard‑based annual bonus for NEOs, high ownership multiple, and no pledging/hedging reduce agency risk and suggest high execution focus .
- Near‑term supply windows: option expirations in 2H25/1H26 and PSU cliffs for 2023/2024 cycles may create episodic transaction activity or tax‑driven liquidity needs; monitor Form 4s around vesting/expiry dates .
- Governance quality: clawback compliance, prohibition of gross‑ups and option repricing, and double‑trigger CIC terms mitigate red‑flag risks; say‑on‑pay outcomes (96% in 2024; 94% in 2025) reflect investor support for the pay design .
- Performance levers in incentives (FCF, cost per BOE, production, safety/ESG, TSR, ROIC/strategic milestones) directly tie pay to value creation metrics; sustained delivery here would support continued payout realization while ensuring risk balance .