Sippy Chhina - Director | Ovintiv (OVV) Executive Profile & Compensation

About Sippy Chhina

Sippy Chhina, age 58, is an independent director of Ovintiv Inc. (OVV) since 2024; she was appointed to the Board effective January 15, 2024 and serves on the Audit and Reserves Committees, bringing deep audit, assurance, advisory, and financial reporting expertise from her prior career as a Partner and Vice Chair at Deloitte LLP . She is designated an “audit committee financial expert” under SEC rules and is fluent in English, Hindi, and Punjabi; her credentials include CMA, CA/CPA Canada, and ICD.D board director certification .

Past Roles

Organization	Role	Tenure	Committees/Impact
Deloitte LLP	Partner; Vice Chair; Director	2006–2023 (Partner); Director 2016–2023	Served as lead audit/quality/advisory partner for large public energy/resource issuers; Board roles included Compensation Committee, Board Chair Nominating Committee, Co‑Chair Strategy, Ethics & Risk Committee, Co‑Chair Audit Quality Committee .
BDO LLP	Partner; various roles from staff accountant to Partner	1991–2006	Audit/advisory roles; progression from analyst to partner .
Bayford Merrifield Inc.	Financial Analyst to Controller	Not disclosed	Corporate finance/controller responsibilities .
Various entities (construction, financial services, professional services)	Financial Consultant	Not disclosed	Advisory/consulting engagements .
Mount Royal University Foundation	Governor	2017–2020	Governance Committee member .
Calgary Petroleum Club	President (Chair), Past President; Board of Governors	2009–2017	Finance, Membership, Marketing, Communications committees .

External Roles

Organization	Role	Tenure	Notes
Trans Mountain Corporation	Director	2025–present	Director of major Canadian pipeline operator (Crown corp.); governance role .
Board Ready Women	Advisory Board	Not disclosed	Advisory/mentorship for board readiness .
InterGen	Business Advisor	Not disclosed	Advisory role .

Board Governance

Committee assignments: Audit Committee member and Reserves Committee member; not a committee chair .
Audit expertise: Designated “audit committee financial expert” per SEC rules (with Meg Gentle and George Pita) .
Independence: All directors except the CEO are independent; OVV separates Chair/CEO roles and prohibits director hedging/pledging .
Attendance: 100% Board and committee attendance in 2024 across all directors; Ms. Chhina attended all Board (5/5), Audit (4/4), and Reserves (2/2) meetings after her appointment .

2024 Meetings	Count	Attendance
Board	5	5 of 5 (100%)
Audit Committee	4	4 of 4 (100%)
Reserves Committee	2	2 of 2 (100%)

Fixed Compensation

OVV director compensation mix: 69% equity via Director RSUs; 31% cash or DSUs (director’s election); independent directors do not receive performance-based pay .
2024 Director RSU grant: 4,022 units; grant-date fair value $200,118; priced off five‑day VWAP $49.85 prior to May 17, 2024 grant; RSUs settle in shares at grant under the Omnibus Plan .
2024 total compensation: Cash fees $91,346; Stock awards $200,118; All other comp $397; Total $291,861 (pro‑rated for partial year service starting Jan 15, 2024) .

Component (2024)	Amount ($)	Details
Fees earned/paid in cash	91,346	Cash portion of annual retainer and committee allocations; DSU election not taken .
Stock awards (Director RSUs)	200,118	4,022 Director RSUs; settled in shares; valued using five‑day NYSE/TSX VWAP ($49.85 US$) .
All other compensation	397	Company‑provided life insurance cost .
Total	291,861	Sum of components .

2024 Director RSU Grant	Units (#)	FMV ($)	Pricing Basis
Director RSUs	4,022	200,118	Five‑day VWAP $49.85 prior to May 17, 2024 grant; settled at grant .

Performance Compensation

Independent directors do not receive performance‑based compensation (no annual bonus metrics, no PSUs/options for directors) .

Performance Element	Metrics	Payout Basis
Director compensation	None (not performance-based)	RSUs settle at grant; cash/DSUs per retainer; no PSUs/options .

Other Directorships & Interlocks

Company/Entity	Type	Role	Potential Interlock/Conflict
Trans Mountain Corporation	Pipeline (Crown corp.)	Director	OVV policy reports no related person transactions since Jan 1, 2024; CRG oversees conflicts; no interlocking directorships with other reporting issuers per governance best practices .
Board Ready Women	Non‑profit	Advisory Board	Governance networking; no conflicts disclosed .
InterGen	Private	Business Advisor	No conflicts disclosed .

Expertise & Qualifications

Financial reporting and audit: Lead audit/quality/advisory partner to large public energy/resource companies; SEC-level financial reporting; securities offerings; IPOs/MBOs; M&A; strategy; corporate structuring; master data; supply chain; sustainability .
Credentials: Inter Commerce Degree (1985); CMA (1989); CA/CPA Canada (1993); Deloitte Leadership Program (Columbia, 2006); ICD‑Rotman Directors Education Program, ICD.D (2023); Board Readiness Certification (2023) .
Recognitions: Calgary Influential Women in Business award (2023); CPA Alberta Fellowship (2024); National Honor Roll (1992 UFE) .
Regulatory/governance: Audit committee financial expert; experience on compensation/audit/ethics/risk committees at Deloitte; multilingual (English, Hindi, Punjabi) .

Equity Ownership

Shares beneficially owned: 3,673; no outstanding RSUs or DSUs at FY‑end; less than 1% of outstanding shares; no pledging of OVV stock .
Director ownership guidelines: Must hold at least 5x annual cash compensation within five years; all directors meet or are on track to meet guidelines; hedging/pledging prohibited .

Ownership Item	Quantity/Status	Notes
Shares owned	3,673	Beneficial ownership as of March 10, 2025; <1% of outstanding .
DSUs	0	No DSU balance at 12/31/2024 .
Director RSUs (outstanding)	0	RSUs settle at grant; none outstanding at FY‑end .
Options	0	Directors not granted options; none outstanding .
Pledged shares	0	Hedging/pledging prohibited by policy .
Guideline compliance	On track	5x annual cash comp within five years; all directors meet/are on track .

Insider Trades and Filings

Item	Status	Note
Section 16(a) filings	One late Form 4 (administrative oversight)	Relates to vesting/settlement of RSUs; company disclosed late Form 4s for Corey Code, Brian G. Shaw, and Sippy Chhina due to administrative oversight .

Governance Assessment

Strengths:
- Independent director with deep audit/financial reporting expertise; designated audit committee financial expert; aligned with OVV’s committee structure (Audit oversight includes cybersecurity) .
- Perfect attendance in 2024 on Board, Audit, and Reserves; active engagement consistent with OVV’s 100% attendance and robust continuing education program .
- Strong alignment policies: director ownership guidelines (5x cash retainer), prohibition on hedging/pledging, majority voting, independent Chair; no related person transactions since 1/1/2024 .
Compensation & alignment:
- Director pay is primarily equity (69%) via RSUs; Ms. Chhina received 4,022 RSUs ($200,118) and $91,346 in cash fees in 2024; directors have no performance-based pay, reducing pay‑for‑performance risk misalignment at the Board level .
Potential conflicts/risks:
- External directorship at Trans Mountain Corporation (pipeline) warrants ongoing monitoring for business interactions; OVV’s CRG committee oversees conflicts and reported no related person transactions in 2024–2025 period .
- Administrative late Form 4 on RSU settlement is minor but noted; ensure timely future filings to avoid technical compliance optics issues .
RED FLAGS:
- None material disclosed. No related party transactions, no pledging or hedging, and full attendance mitigate governance risk; only minor late Form 4 noted due to administrative oversight .