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Rachel Moore

Executive Vice-President, Corporate Services at OvintivOvintiv
Executive

About Rachel Moore

Rachel Moore (age 53) is Executive Vice President, Corporate Services at Ovintiv, appointed to the role in 2020 after joining the company in 2015 as Vice President of Human Resources; she has held senior roles across multiple industries and oversees HR, IT, communications, sustainability, and administrative services . She holds a BA in Political Science and an MBA from the University of Calgary and has served on non-profit boards, including the Wilder Institute (Calgary Zoo) . Company performance context: in 2024 Ovintiv reported post-tax net income of $1,125 million and Non-GAAP Free Cash Flow of $1,961 million, with cumulative TSR of 195.50 versus peer group 155.43 since the 2019 base used in Pay vs. Performance disclosures .

Past Roles

OrganizationRoleYearsStrategic Impact
OvintivEVP, Corporate Services2020–present Leads HR, IT, communications, sustainability, and admin services
OvintivVP, Human Resources2015–2020 Built total compensation, workforce planning, DEI, and change management programs
Savanna Energy ServicesEVP, Human Resources—Senior HR leadership; compensation and organizational effectiveness
Enerflex SystemsVP, Human Resources—Senior HR leadership; systems implementation and governance

External Roles

OrganizationRoleYearsNotes
Wilder Institute (Calgary Zoo)Board Director—Wildlife conservation board service
United Way of Calgary & AreaFormer Board Chair; HR/Strategy/Governance Committees—Prior community leadership roles

Fixed Compensation

Multi-Year Summary Compensation (USD)

YearSalary ($)Stock Awards ($)Non-Equity Incentive ($)All Other ($)Total ($)
2024449,073 1,460,430 446,379 114,956 2,470,838
2023427,167 1,168,388 562,152 110,261 2,267,968
2022377,057 1,095,338 293,025 98,634 1,864,054

2024 Base Salary and Annual Bonus Design

  • 2024 year-end base salary: $454,550 .
  • Annual bonus opportunities for 2024 (threshold/target/max): $157,176 / $314,351 / $628,702; actual bonus paid: $446,379 .
  • Executive annual bonus for ELT/NEOs is tied entirely to Company scorecard metrics; no DSU deferrals elected by NEOs in 2024 .

2024 Perquisites and Benefits (USD)

ItemAmount
Company contributions to retirement plans49,770
Life spending allowance28,916
Investment plan22,454
Other perquisites/benefits13,816
Total “All Other Compensation”114,956

Performance Compensation

Annual Bonus – 2024 Company Scorecard Metrics and Goals

MetricKey Goal
Free Cash FlowAchieve $1.625B (non-GAAP definition)
Capital Efficiency$20,300/BOE/d
Environment & SafetyTRIF 0.18; Injury Severity 0.15; GHG Intensity 12.80; Spill Intensity 0.023
Total Costs (non-GAAP)$13.67/BOE
Total Production573 MBOE/d

2024 Long-Term Incentive Mix, Grants, and Vesting

  • LTI vehicle mix: 50% RSUs (time-based, 3-year ratable vest) and 50% PSUs (3-year cliff) .
  • 2024 PSU metrics: Relative TSR (50%) and Return on Invested Capital (50%); payouts 0–200%, capped at 100% if absolute TSR is negative .
  • 2024 Grants to Rachel Moore:
    • RSUs: 14,899 units; grant date fair value $730,215; vest annually in equal thirds from March 8, 2025–2027 .
    • PSUs (target): 14,899 units; target value $730,215; performance period ending December 31, 2026; cliff vest in 2027 subject to performance .
Metric/GrantWeightTargetActual/PayoutVesting
2024 RSUs—14,899 units; $730,215 Stock-price based1/3 on 3/8/2025, 3/8/2026, 3/8/2027
2024 PSUs50% TSR; 50% ROIC 14,899 units; $730,215 0–200% of target; capped at 100% if absolute TSR < 0 Cliff on 3-year cycle (performance period ending 12/31/2026)
2021 PSUs (vested 2024)——113% multiplier (companywide) Settled March 8, 2024
2020 PSUs (vested 2023)——170% multiplier (companywide) Settled March 8 & Dec 4, 2023

2024 Equity Vesting Events (Realized)

AwardShares Acquired on Vesting (#)Value Realized ($)
RSUs15,119 736,835
PSUs (2021 grant)20,876 1,017,480

Equity Ownership & Alignment

Beneficial Ownership and Guideline Compliance (as of March 10, 2025)

HolderShares and Options Beneficially OwnedRSUs/PSUs/Options (unvested/unearned)Total Ownership% OutstandingOwnership Guideline (x salary)Current Ownership (x salary)
Rachel Moore85,612 72,363 157,975 <1% 3x 10.3x
  • No shares pledged by officers or directors; hedging and pledging are prohibited by policy .
  • Executive Stock Ownership Guidelines must be met within five years; Moore exceeds the requirement (10.3x vs. 3x) .

Outstanding Equity Awards (as of Dec 31, 2024)

TypeUnits/OptionsMarket/Payout Value ($)Notes
RSUs (unvested)29,179 1,240,678 Valued at NYSE/TSX close 12/31/2024; US$40.50/C$58.23 and US$0.730 FX
PSUs (target, unearned)45,015 1,914,017 2022 PSU payout modeled at 115%, 2023–2024 at 100% for table methodology
Stock Options6,427 @ C$47.70 exp. 03/08/2026; 2,740 @ C$68.80 exp. 02/26/2025 —Options fully vested; expiration 7 years from grant
  • In/Out-of-money context on 12/31/2024 TSX price: C$58.23; thus C$68.80 tranche was out-of-the-money at year-end, while C$47.70 tranche was in-the-money .

Deferred Compensation and Pensions (Canada-based)

  • Company contributes 8% of pensionable earnings to Canadian Defined Contribution plan; pensionable earnings include base salary and capped bonus portion .
  • 2024 non-qualified deferred compensation: Company contribution $26,046; aggregate year-end balance $89,704 (no executive contributions reported) .

Employment Terms

Change in Control (CIC) and Termination Mechanics

  • CIC cash severance: 2.5x the sum of base salary, annual allowance, professional fee reimbursement, matching contributions to investment plan, and average annual bonus (CEO at 3.0x) . Double-trigger required (CIC plus qualifying termination within 24 months) .
  • Benefits continuation: up to 30 months (36 months for CEO); pension accrual equivalents for the same period .
  • Equity treatment on double-trigger CIC: unvested options/SARs vest; unvested RSUs and PSUs vest and are paid out per plan terms at CIC price/performance provisions .

Potential Payments to Rachel Moore (hypothetical as of Dec 31, 2024)

ScenarioSalary Severance ($)AIP ($)Unvested LTI ($)Pension Increment ($)Other ($)Total ($)
Involuntary Termination within a CIC1,081,594 860,355 2,919,455 121,139 155,109 5,137,652

LTI Treatment on Other Separations

  • Under age 55 termination: unvested RSUs/PSUs/options forfeited; vested options exercisable for 60 business days .
  • Early retirement (55–60): pro-rata vesting of RSUs/PSUs; vested options exercisable for six months; unvested options canceled .
  • Retirement 60+: outstanding RSUs/PSUs/options continue to vest per schedule; options exercisable to expiry .
  • Death: similar to early retirement treatment for under-55 .

Clawback, Hedging/Pledging, and Say-on-Pay

  • Incentive Compensation Clawback Policy aligned with SEC/NYSE rules; recovery of excess incentive comp after restatements; no indemnification .
  • Prohibitions on hedging and pledging of Ovintiv stock by executives .
  • 2025 Say-on-Pay support: 93.96% For (191,966,561 For vs. 12,334,085 Against) .

Additional Performance Context for Pay-for-Performance

Measure202420232022
Post-tax Net Income ($MM)1,125 2,085 3,637
Non-GAAP Free Cash Flow ($MM)1,961 (incl. other adjustments) 1,194 2,374
Cumulative TSR (Index)195.50 199.85 223.90
Peer Group Cumulative TSR (Index)155.43 153.37 148.50

Notes on Insider Trading and Selling Pressure

  • 2024 vested awards delivered meaningful shares and dollar value (RSU 15,119/$736,835; PSU 20,876/$1,017,480), which commonly involves share withholding for taxes and can create episodic supply; we did not observe open market Form 4 sales due to a data access error when attempting to fetch SEC Form 4s programmatically (HTTP 401) and therefore cannot opine on discretionary selling trends; we relied on proxy vesting disclosures for supply signals .
    • Attempted but unsuccessful Form 4 fetch (period 2024–2025, person filter “Rachel Moore”): tool returned 401 Unauthorized (no data).

Compensation Structure Analysis

  • Mix remains heavily at-risk: OVV states 84% of target direct compensation for other NEOs is tied to financial/operational/TSR results; 2024 program unchanged; LTI split 50/50 RSU/PSU .
  • Performance metric rigor centers on FCF, capital efficiency, costs/BOE, production, safety, GHG/spill intensity; PSUs link to Relative TSR and ROIC, with caps for negative TSR to avoid windfalls .
  • Governance guardrails: double-trigger CIC, clawback, hedging/pledging prohibitions, no tax gross-ups, and shareholder support on Say-on-Pay (94%) .

Investment Implications

  • Alignment: Moore exceeds stock ownership requirements by a wide margin (10.3x vs. 3x), with no pledging; incentives link to FCF, cost discipline, safety, and Relative TSR/ROIC, supporting shareholder alignment and reducing pay-for-performance risk .
  • Near-term supply: RSUs from the March 8, 2024 grant vest in equal thirds through 2027; PSUs cliff-vest after the 3-year period—expect recurring March vesting events as episodic supply; one option tranche (C$47.70, exp. 2026) was in-the-money at year-end 2024, while the 2025 expiry tranche (C$68.80) was out-of-the-money at that date .
  • Retention/CIC: Double-trigger CIC with 2.5x cash severance and full LTI vest on qualifying termination produces estimated $5.14M payout for Moore (as of 12/31/2024), mitigating flight risk but creating potential event-driven dilution/cash impact if a CIC occurs .
  • Execution signals: 2021 PSU payout at 113% and 2020 PSU at 170% reflect above-target multi-year performance calibration; however, net income and FCF trends are cyclical, emphasizing commodity exposure—bonus and PSU caps and diversified metrics moderate risk-taking incentives .

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