Meghan Eilers
OvintivAbout Meghan Eilers
Meghan N. Eilers is Executive Vice-President, Midstream & Marketing and General Counsel at Ovintiv (OVV). She is 43, has served 3 years as an executive officer, was appointed EVP GC & Corporate Secretary in March 2022, and her role expanded in 2024 to include midstream and marketing operations; she joined Ovintiv in 2019 through the Newfield merger after legal roles at Noble Energy (2007–2018) and Newfield (2018–2019) . Ovintiv’s long-term incentives tie payouts to Relative TSR and ROIC, and recent PSU settlements show performance alignment (2021 PSU payout multiplier 113%; 2020 PSU multiplier 170%) . As of March 10, 2025 she exceeded stock ownership guidelines (7.0x salary vs 3x requirement), with prohibitions on hedging and pledging enhancing alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Noble Energy, Inc. | Various legal roles incl. Managing Counsel – Domestic Operations | 2007–2018 | Supported upstream operations; legal oversight across domestic portfolio |
| Newfield Exploration | Assistant/Associate General Counsel | 2018–2019 | Led legal work through period preceding Ovintiv combination; continuity into Ovintiv |
| Ovintiv Inc. | Vice President, Legal Operations | 2019–2022 | Built legal operations; post-merger integration |
| Ovintiv Inc. | EVP, General Counsel & Corporate Secretary | Appointed Mar 2022 | Elevated enterprise legal governance; executive leadership |
| Ovintiv Inc. | EVP, Midstream & Marketing and General Counsel | Expanded in 2024 | Oversight of midstream/marketing operations and legal strategy |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $472,500 | $495,000 |
| Target Bonus (% of Salary) | 70% (Max 140%) | 70% (no substantive program changes in 2024) |
| Target Bonus ($) | $330,750 (blended salary basis) | $346,500 |
| Actual Bonus Paid ($) | $621,810 | $492,030 |
| All Other Compensation ($) | $117,599 | $121,536 (incl. retirement plan contributions $77,464 and life spending allowance $39,600) |
Performance Compensation
Annual Bonus (Company Scorecard design)
- Ovintiv uses a Board-approved scorecard with balanced financial/operational metrics (e.g., Free Cash Flow, Capital Efficiency, safety TRIF/severity, GHG and spill intensity, Total Costs). No discretionary adjustments were applied for 2023 bonuses . The program design includes capped payouts and risk controls reviewed by an independent compensation consultant .
Long-Term Incentives (RSUs and PSUs)
| Award | Grant Date | Units (Target) | Weighting / Metrics | Vesting | Notes |
|---|---|---|---|---|---|
| RSU (2023) | 03/08/2023 | 16,862 | Price-based only | 3-year ratable (annual) | VWAP conversion; 50% of LTI mix |
| PSU (2023) | 03/08/2023 | 16,862 | 50% Relative TSR; 50% ROIC | 3-year cliff (ends 12/31/2025) | Payout 0–200% plus reinvested dividends |
| RSU (2024) | 03/08/2024 | 20,223 | Price-based only | 3-year ratable (annual) | 50% of LTI mix; grant timing aligned with Feb approvals |
| PSU (2024) | 03/08/2024 | 20,223 | 50% Relative TSR; 50% ROIC | 3-year cliff (ends 12/31/2026) | Payout 0–200% plus reinvested dividends |
| PSU Settlement | Performance Period | Payout Multiplier | Vesting Date |
|---|---|---|---|
| 2020 PSU | 01/01/2020–12/31/2022 | 170% | 2023 |
| 2021 PSU | 01/01/2021–12/31/2023 | 113% | 2024 |
| Stock Vested (Value Realized) | 2023 RSUs | 2023 PSUs | 2024 RSUs | 2024 PSUs |
|---|---|---|---|---|
| Shares / $ | 10,972; $456,256 | 24,543; $1,020,732 | 12,114; $599,107 | 7,517; $371,764 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (03/08/2024) | 31,916 shares; RSUs/PSUs/options 64,989; total 96,905; under 1% of outstanding |
| Stock Ownership Guidelines | Requirement: 3x salary; Actual: 5.3x (03/08/2024) and 7.0x (03/10/2025) |
| Outstanding Equity at 12/31/2024 | Unvested RSUs: 36,911 ($1,494,896); Unearned PSUs (target): 53,222 ($2,155,491); Options exercisable: 3,710 @ $35.80 exp. 03/08/2026 (fully vested; 7-year term) |
| Hedging / Pledging | Prohibited; policy bans hedging, short sales, margin accounts and pledging by Covered Persons |
| Grant Timing | Approved in Feb; granted in March; no timing around MNPI |
Employment Terms
| Provision | Terms |
|---|---|
| Change-in-Control (CIC) Agreement | Original effective 03/01/2022; amended 02/27/2024 |
| Severance Cash (CIC, Double Trigger) | Lump sum equal to base salary through 30 months post-termination (Severance Period) using highest monthly base in prior 30 months |
| Annual Bonus (CIC) | Greater of 2.5× target bonus or 2.5× average bonus over three preceding fiscal years, paid lump sum |
| Pension Benefits (CIC) | Lump sum equal to maximum employer contributions over 30 months on base salary plus lesser of Applicable Bonus or 67% of base salary for pension purposes |
| Annual Allowance & Professional Fees (CIC) | 2.5× annual allowance; 2.5× prior-year professional membership fees (after-tax), paid lump sum |
| Vesting / Triggers | Company maintains double-trigger provisions for cash severance and accelerated vesting of LTI; prohibits single-trigger vesting for grants since 2018 |
| Clawback | Amended and restated clawback aligned with SEC/NYSE rules; recovery on restatements via various means; no indemnification |
| Trading Arrangements | 10b5-1/non-Rule 10b5-1 arrangements disclosure; no late reports for Eilers; policy sets blackout and reporting rules |
Additional Context and Track Record
- Role Expansion and Transactions: Eilers’ remit expanded to midstream & marketing in 2024, and she signed the November 13, 2024 purchase and sale agreement related to Paramount Resources assets on behalf of Ovintiv Inc. .
- Governance Safeguards: Compensation program features independent consultant (FW Cook), capped payouts, balanced metrics, clawback, and robust ownership guidelines .
Investment Implications
- Alignment: High ownership vs guideline (7.0x salary) and prohibitions on hedging/pledging indicate strong alignment and reduced agency risk .
- Retention and CIC Economics: 2024 CIC amendments increased cash severance scope (30 months base, 2.5× bonus/allowance/fees), raising “walk-away” costs and potentially stabilizing leadership through change cycles; double-trigger reduces windfall optics .
- Vesting and Selling Pressure: Material unvested RSUs (36,911) and target PSUs (53,222) as of year-end 2024, with annual RSU vesting and 2023/2024 PSU cliff schedules, could create periodic settlement-related liquidity events; options (3,710 @ $35.80) expire March 8, 2026 but are already fully vested .
- Performance Linkage: PSU metrics anchored to Relative TSR and ROIC, with recent settlements above target (113% for 2021 cycle), suggest pay outcomes track capital discipline and shareholder returns .