Howard Mayson
OvintivAbout Howard J. Mayson
Independent director of Ovintiv Inc. since 2014; age 72; currently serves as Chair of the Reserves Committee and member of the Human Resources & Compensation (HRC) Committee. Mayson is a senior E&P executive with 45+ years of leadership and technology experience, with a reservoir engineering background and global roles at BP; education includes MSc Mechanical Engineering (MIT), Wharton AMP, and BEng (Hons) Engineering (University of Sheffield) . Ovintiv’s board classifies him as independent, consistent with the company’s governance guidelines requiring a majority of independent directors and independent committee membership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP p.l.c. | SVP, E&P Technology; CEO, BP Russia; Business Unit Leader, BP Angola; Director, E&P Global Technology Group; Senior roles in L-48 and Alaska | Not disclosed | Led global subsurface function incl. Corporate Reserves; leader for >2,500 technical professionals |
| Schlumberger | International operational roles | Not disclosed | Early career technical and operations exposure |
| Azimuth Capital Management LLC | Advisory Board member and Operating Partner | Not disclosed | Advisory/operating support in energy investments |
| Institute of Petroleum Engineering | Chair, Industrial Advisory Board | Not disclosed | Academic-industry advisory leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Koloma | Science Advisory Board Member | Current | Engagement in hydrogen/energy transition focus areas |
No current public company directorships disclosed for Mayson in the proxy . Ovintiv’s governance practices state no interlocking directorships with other reporting issuers across the board, reducing conflict risk .
Board Governance
- Committee assignments: Reserves Committee (Chair); HRC Committee (member) .
- Committee responsibilities: Reserves Committee oversees reserves evaluation, disclosure, and independent qualified reserves auditor interactions; HRC oversees executive compensation design, metrics, director compensation recommendation, and retention of an independent consultant (FW Cook) .
- Independence: Independent director; all standing committees comprised of independent directors .
- Attendance and engagement: Director attendance in 2024 was 100% across board and committees; Mayson attended 5 of 5 Board, 4 of 4 HRC, and 3 of 3 Reserves meetings (total 12). Independent directors hold executive sessions at regular Board and committee meetings .
- Governance safeguards: Overboarding policy (max three other public boards); change-of-circumstance policy; prohibition on hedging/short-selling/pledging; annual integrity hotline reporting to Audit Committee; majority voting in uncontested elections .
| 2024 Attendance | Board | Audit | CRG | EH&S | HRC | Reserves | Total |
|---|---|---|---|---|---|---|---|
| Howard J. Mayson | 5 of 5 | — | — | — | 4 of 4 | 3 of 3 | 12 |
Fixed Compensation
- Structure: Independent directors receive an annual retainer and equity via Director RSUs; no performance-based pay for directors. 2024 director compensation mix was 69% equity and 31% cash/DSUs at the director’s election .
- 2024 Retainers: Board Member $305,000; Committee Chairs: Audit $20,000; HRC $15,000; CRG $15,000; Other Committee Chairs $10,000; Chair of the Board $480,000 .
- 2025 changes: Chair retainers increased to Audit $25,000; HRC $20,000; CRG $20,000; EH&S $15,000; Reserves $15,000 (applicable to Mayson as Reserves Chair) .
| Component (2024) | Amount |
|---|---|
| Board Member Annual Retainer (cash/DSUs) | $305,000 |
| Reserves Committee Chair Retainer | $10,000 |
| HRC Committee Member Fee | Included in Board retainer; no separate member fee disclosed |
| Director RSUs (mix) | 69% of total director comp |
| Howard J. Mayson – 2024 Director Compensation | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 Total | $105,000 | $210,018 | $369 | $315,387 |
| 2024 Director RSU Grant Details | Grant FMV ($) | Units (#) | Grant Basis |
|---|---|---|---|
| Howard J. Mayson | $210,018 | 4,213 | 5-day VWAP pre-May 17, 2024: $49.85 per share |
Director RSUs granted in/after 2022 settle immediately; pre-2022 grants settle on the earlier of three years from grant or retirement . All directors may elect to receive the 31% non-equity portion in cash or DSUs; DSUs vest immediately but are redeemable only after board departure .
Performance Compensation
Independent directors do not receive performance-based compensation (no annual bonus, PSUs, or options for director service) .
Other Directorships & Interlocks
| Director | Other Public Company Boards | Role | Interlock with Ovintiv Competitors/Suppliers |
|---|---|---|---|
| Howard J. Mayson | None disclosed | — | Ovintiv states no interlocking directorships with other reporting issuers across the board |
Expertise & Qualifications
- Technical: Reservoir engineering, fracture mechanics; technology leadership in E&P; global subsurface oversight; M&A technical due diligence; field/basin commercialization; exposure to hydrogen, CCS, geothermal .
- Education: MSc Mechanical Engineering (MIT); Wharton AMP; BEng (Hons) Engineering (Sheffield) .
- Recognition: Honorary Doctor of Engineering (Heriot-Watt University, 2008) .
- Board skills: Industry, reserves, technology/innovation, risk management, environment & safety, governance .
Equity Ownership
| Measure (as of specified dates) | Value |
|---|---|
| DSUs Held (Dec 31, 2024) | 9,692 units; market/payout value $412,079 |
| Aggregate Shares and In-the-Money Options Beneficially Owned (Mar 10, 2025) | 45,279 |
| RSUs/PSUs/Options Not Yet Vested or Exercisable (Mar 10, 2025) | 9,692 (stock-settled awards counted in “RSUs, PSUs, and Stock Options”) |
| Total Ownership (Mar 10, 2025) | 54,971 |
| Ownership as % of Outstanding Shares | Less than 1% |
| Pledging/Hedging | Company prohibits hedging, short-selling, and pledging by directors; no shares pledged by any listed person |
| Director Ownership Guidelines | Minimum 5x annual cash compensation in shares/DSUs/Director RSUs within five years; all directors meet or are on track |
Governance Assessment
- Strengths for investor confidence:
- Reserves oversight: As Reserves Chair, Mayson directly oversees reserves evaluation, disclosure, and independent auditor interactions—critical for E&P asset quality and reporting integrity .
- Independence and attendance: Full attendance in 2024; committees comprised of independent directors; robust executive sessions and shareholder engagement culture .
- Alignment and safeguards: Strong director ownership guidelines; prohibition on hedging/pledging; majority voting; overboarding limits; clawback policy for executives; no related person transactions since Jan 1, 2024 .
- Compensation governance: HRC uses independent consultant FW Cook; formal risk assessments and best-practice features; say‑on‑pay approval of 96.2% in 2024 supports pay-for-performance design (as HRC member) .
- Watch items / potential conflicts:
- External roles: Advisory roles (e.g., Koloma) noted; no public company interlocks disclosed. Ovintiv requires pre-clearance for new directorships and prohibits interlocks, mitigating conflict risk .
- Perquisites: Minimal “all other compensation” for directors (life insurance coverage; Mayson qualified for discounted coverage under Company plan)—not material but monitor optics .
- Signals:
- 2025 Reserves Chair cash retainer increase to $15,000 signals continued emphasis on committee leadership workload; compensation still primarily equity, maintaining alignment .
- Board’s 100% attendance and structured risk oversight (cybersecurity, ERM, safety) supports effective governance and oversight of strategic and operational risk .
Related-Party Transactions: None reportable since Jan 1, 2024 .
Section 16(a): Company notes timely reporting for directors; late filings only for Corey Code, Brian G. Shaw, and Sippy Chhina—no issues cited for Mayson .
Executive sessions: Independent directors meet without management at regular meetings .
Shareholder engagement: Outreach to holders of >67% of common stock; committee chairs engaged—supports governance transparency .