Ralph Izzo
OvintivAbout Ralph Izzo
Ralph Izzo (age 67) is an independent director of Ovintiv Inc. since 2022, serving on the Corporate Responsibility & Governance (CRG) and Environmental, Health & Safety (EH&S) committees. He is the former Executive Chair, President and CEO of Public Service Enterprise Group (PSEG) and brings 30+ years of strategic planning, finance, risk management and public policy experience. Education: PhD in Applied Physics (Columbia), MBA in Finance (Rutgers), MS/BS in Mechanical Engineering (Columbia) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public Service Enterprise Group (PSEG) | Executive Chair; previously Chairman, President & CEO; President & COO | 2006–2022 | Led large regulated energy utility; policy leadership; sustainability focus |
| Nuclear Energy Institute | Director and Chair | Prior years | Industry leadership on nuclear policy and safety |
| Edison Electric Institute | Director | Prior years | Industry advocacy |
External Roles
| Organization | Role | Since | Committees/Focus |
|---|---|---|---|
| Bank of New York Mellon (BNY Mellon) | Director | 2020 | Chair, Corporate Governance, Nominating & Social Responsibility; Audit; Human Resources & Compensation |
| CMS Energy | Director | 2023 | Audit Committee; Finance Committee |
| TerraPower, LLC | Director | Current | Advanced nuclear innovation |
| US DOE Fusion Energy Sciences Advisory Committee | Member | Current | Fusion energy policy/science |
| Liberty Science Center; NJ Performing Arts Center | Director/Trustee | Current | Community and science education |
Board Governance
- Independence: Ovintiv requires majority independent board; apart from the CEO, all nominees (incl. Izzo) are independent; hedging and pledging prohibition applies to directors .
- Committee membership: CRG (member), EH&S (member). EH&S chaired by Steven Nance; CRG chaired by Suzanne Nimocks (transition planned to Thomas Ricks in Apr 2025) .
- Attendance and engagement: 2024 attendance 100% aggregate; Izzo attended Board 5/5, Audit 4/4, CRG 5/5; total 14 meetings. Independent directors hold executive sessions at regular Board/committee meetings .
- Shareholder engagement: Directors joined engagements with top investors; Board undertook education on cybersecurity, sustainability, and field operations .
Fixed Compensation
| Year | Role | Annual Retainer (Cash/DSUs) | Equity Grant (Director RSUs) | Units Granted | All Other Comp (Life Insurance) | Total |
|---|---|---|---|---|---|---|
| 2023 | Independent Director | $90,000 | $200,017 | 6,074 | $408 | $290,425 |
| 2024 | Independent Director | $95,000 (elected DSUs in lieu of cash) | $210,018 | 4,213 | $431 | $305,449 |
Notes:
- Director compensation structure: 69% equity via Director RSUs; 31% cash or DSUs at director’s election. Committee chair fees: Audit $20k; HRC/CRG $15k; EH&S/Reserves $10k (increased further effective 2025) .
Performance Compensation
| Component | Structure | Metrics / Terms |
|---|---|---|
| Performance-based pay (Directors) | None | Ovintiv’s independent directors do not receive performance-based compensation |
Other Directorships & Interlocks
| Company | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|
| BNY Mellon | Chair, Corporate Governance/Nominating/Social Responsibility; Audit; HRC | Financial services exposure; no disclosed Ovintiv related-party transactions |
| CMS Energy | Audit; Finance | Regulated utility exposure; distinct from Ovintiv’s E&P; no related-party transactions |
| TerraPower (private) | Director | Advanced nuclear tech; no Ovintiv transactions disclosed |
Ovintiv expressly notes “No interlocking directorships with other reporting issuers” as a governance best practice .
Expertise & Qualifications
- Strategic leadership in regulated utilities; finance/risk management; technology/public policy .
- Advanced technical credentials (PhD Applied Physics; ME degrees) aligning with EH&S oversight and technology/innovation board skills matrix .
- Sustainability and governance expertise; prior NEI chair; DOE advisory roles .
Equity Ownership
| As of | Beneficial Shares | RSUs/PSUs/Options (non‑beneficial, post‑May 10, 2025 vest) | Total Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| March 10, 2025 | 11,504 | 4,397 | 15,904 | <1% |
| Equity Detail (Dec 31, 2024) | Amount | Value/Notes |
|---|---|---|
| DSUs (vested, not redeemed) | 3,798 | $153,836 (US$40.50 close) |
| Director RSUs outstanding | 0 | Settled at grant under current plan terms |
| Pledging/Hedging | Prohibited by policy | Applies to directors and executives |
| Ownership Guidelines | 5x annual cash compensation within 5 years; all directors meet or are on track | Policy and compliance status |
Insider Trades (Form 4s, last 24 months – OVV)
| Filing Date | Transaction Date | Type | Security | Units | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-11-12 | 2025-11-10 | Award | Deferred Share Unit | 611 | 6,329 | |
| 2025-10-01 | 2025-09-29 | Award | Deferred Share Unit | 39 | 5,718 | |
| 2025-07-31 | 2025-07-30 | Award | Deferred Share Unit | 554 | 5,679 | |
| 2025-07-02 | 2025-06-30 | Award | Deferred Share Unit | 40 | 5,125 | |
| 2025-05-20 | 2025-05-16 | Exempt (settlement) | Common Stock (from RSUs) | 5,501 | 17,005 | |
| 2025-05-20 | 2025-05-16 | Award | Restricted Share Unit | 5,501 | 5,501 | |
| 2025-05-13 | 2025-05-12 | Award | Deferred Share Unit | 657 | 5,085 | |
| 2025-03-05 | 2025-03-04 | Award | Deferred Share Unit | 599 | 4,397 | |
| 2025-01-02 | 2024-12-31 | Award | Deferred Share Unit | 28 | 3,798 | |
| 2024-11-20 | 2024-11-19 | Award | Deferred Share Unit | 528 | 3,770 | |
| 2024-05-21 | 2024-05-17 | Award | Restricted Share Unit | 4,213 | 4,213 | |
| 2024-05-21 | 2024-05-17 | Exempt (settlement) | Common Stock (from RSUs) | 4,213 | 11,504 |
Note: Awards largely reflect quarterly DSU accruals and annual Director RSU grants consistent with Ovintiv’s director compensation program .
Governance Assessment
- Committee effectiveness: Izzo’s dual roles on CRG and EH&S align with his governance and safety/policy expertise, supporting board oversight of sustainability, ethics, and ESG risk controls .
- Independence and attendance: Full attendance and independent status bolster board effectiveness and investor confidence; regular executive sessions strengthen oversight .
- Ownership alignment: DSUs and RSUs, compliance with 5x cash retainer ownership guideline, and prohibition of hedging/pledging indicate strong alignment; no shares pledged .
- Compensation structure: Year-over-year increase from $290k (2023) to $305k (2024) with 69% equity keeps focus on long-term alignment; no performance pay for directors reduces risk of short-termism .
- Other directorships: BNY Mellon governance chair role and CMS Energy audit/finance membership reinforce governance acumen; current filings disclose no related-party transactions at Ovintiv, mitigating conflict risk .
- Shareholder support signal: 2025 say‑on‑pay passed with 93.96% support; Ralph Izzo’s election received 97.73% “For” votes, indicating strong investor backing .
RED FLAGS and Risk Indicators
- Related party transactions: None reportable since Jan 1, 2024 (positive) .
- Section 16 compliance: Company notes certain late filings for other insiders in 2024; no late filings indicated for Izzo (positive) .
- Overboarding policy: Ovintiv limits directors to no more than three other public company boards; monitoring remains prudent given Izzo’s BNY Mellon and CMS Energy service .
Say‑on‑Pay & Shareholder Feedback (Context for governance)
- 2025 say‑on‑pay approval: 93.96% For; Omnibus Plan amendment (share reserve increase, vesting rules) passed with 96.98% For—signals investor confidence in compensation and governance frameworks .
Appendix: Key Program Terms Affecting Director Incentives
- Director compensation mix: 69% Director RSUs (settled immediately), 31% cash/DSUs quarterly; director equity pre‑2022 settled on earlier of 3 years or retirement .
- Ownership guidelines: 5x annual cash compensation within 5 years; all directors compliant or on track .
- Trading/hedging/pledging: Prohibited; blackout and reporting policies apply .