Steven Nance
OvintivAbout Steven W. Nance
Steven W. Nance (age 68) is an independent director of Ovintiv Inc. since 2019 and currently chairs the Environment, Health & Safety (EH&S) Committee while serving on the Reserves Committee. He is President and Manager of Steele Creek Energy, LLC, with a background as a petroleum engineer, governance leader, and former lead director of Newfield Exploration during its 2019 merger with Ovintiv; he holds a BSc in Petroleum Engineering from Texas Tech and is a Registered Professional Engineer (inactive) in Texas . In 2024, his board and committee attendance was 100%, reflecting strong engagement and reliability .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Newfield Exploration Company | Director; Lead Director at time of Ovintiv merger | 2013–2019 | Governance, compensation, audit, reserves; led through M&A integration |
| Cloud Peak Energy, Inc. | Director | 2010–2019 | Board service during commodity cycle volatility |
| The Williams Companies, Inc. | Director | Not disclosed | Board service; energy infrastructure perspective |
| XPLOR Energy | President, Chairman & CEO | Not disclosed | Executive leadership; strategy and operations |
| Peoples Energy Production Company | President | Not disclosed | Built reporting systems; grew assets from ~$50mm to ~$1bn |
| Burlington Resources, Inc. | Vice President | Not disclosed | Senior operating leadership |
| Texas Tech University (Petroleum Engineering) | Industry Advisory Board Member; former chair | Not disclosed | Academic-industry linkage; talent pipeline |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Steele Creek Energy, LLC | President & Manager | Current | Private oil & gas investments; operating insights |
| Society of Petroleum Engineers | Member | Current | Professional standards, technical community |
Board Governance
- Committee assignments: EH&S Committee Chair; Reserves Committee member .
- Independence: Independent director; all committee members are independent .
- Attendance and engagement: 2024 attendance was 5 of 5 Board, 5 of 5 EH&S, 3 of 3 Reserves; total 13 meetings (100% attendance) .
- Investor engagement: Directors joined engagements with top-10 investors; included chairs of EH&S among the participants, indicating Nance’s likely direct involvement as EH&S Chair .
- Governance practices: No interlocking directorships with other reporting issuers; prohibition on hedging and pledging by directors; majority voting; executive sessions of independent directors; clawback policy .
| 2024 Attendance | Board | EH&S | Reserves | Total |
|---|---|---|---|---|
| Steven W. Nance | 5 of 5 | 5 of 5 | 3 of 3 | 13 |
Fixed Compensation
- Program structure: Independent directors receive 69% of annual compensation in Director RSUs (settled immediately under the Omnibus Incentive Plan), with the remaining 31% in cash or DSUs at the director’s election; no performance-based pay for independent directors .
- 2024 retainer levels: Board Member $305,000; committee chair retainers: Audit $20,000; HRC $15,000; CRG $15,000; Other Committee Chairs $10,000 .
- 2025 changes: EH&S Chair retainer increases to $15,000; Audit $25,000; HRC $20,000; CRG $20,000; Reserves $15,000 .
| 2024 Director Compensation (USD) | Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|
| Steven W. Nance | $105,000 | $210,018 | $431 | $315,449 |
| 2024 Director RSU Grant | FMV of Grant | Director RSUs (#) | Grant Mechanics |
|---|---|---|---|
| Steven W. Nance | $210,018 | 4,213 | Number of RSUs based on 5-day VWAP prior to May 17, 2024 (US$49.85); Director RSUs granted under Omnibus Plan currently settled in shares |
Performance Compensation
- Independent directors do not receive performance-based compensation (no PSU/TSR metrics for directors) .
| Performance-Based Elements | Status | Notes |
|---|---|---|
| Performance-based pay (PSUs, options tied to metrics) | None | Director equity is time-based RSUs/DSUs; no performance metrics apply |
| Options | None outstanding for directors at FY-end; Director RSUs fully settled at grant | As of 12/31/2024, no outstanding unsettled Director RSUs; DSU balances shown separately |
Other Directorships & Interlocks
| Company | Current/Prior | Role | Potential Interlock/Conflict Commentary |
|---|---|---|---|
| The Williams Companies, Inc. | Prior | Director | Energy midstream exposure; no current interlock at Ovintiv; company policy prohibits interlocks with other reporting issuers |
| Cloud Peak Energy, Inc. | Prior | Director | Coal sector oversight; historical role only |
| Newfield Exploration Company | Prior | Director; Lead Director | Led governance through merger into Ovintiv, enhancing E&P consolidation acumen |
Expertise & Qualifications
- Technical and operating expertise: Petroleum engineering background; led adoption of cutting-edge drilling and production technologies; EHS/safety committee chair experience at three public companies .
- Governance and M&A: Extensive governance and shareholder engagement; leadership through major M&A (Newfield/Ovintiv) .
- Education: BSc Petroleum Engineering, Texas Tech; Registered Professional Engineer (inactive) .
- Recognition: Academy of Petroleum Engineering inductee; Distinguished Engineer; Harold Winkler Lifetime Achievement Award (Texas Tech) .
Equity Ownership
- Beneficial ownership: 45,561 shares beneficially owned (less than 1% of outstanding) as of March 10, 2025; no shares pledged .
- DSUs/Director RSUs: DSUs held by Nance: none; Director RSUs fully settled at grant; as of 12/31/2024, no unsettled Director RSUs remain outstanding .
- Ownership guidelines: Directors must hold an amount equal to 5x annual cash compensation (shares/RSUs/DSUs count); all directors meet or are on track to meet within five years of appointment .
| Ownership Detail (as of 3/10/2025) | Amount |
|---|---|
| Aggregate shares and in-the-money options beneficially owned | 45,561 |
| RSUs/PSUs/Options not vested (Omnibus Plan, post-5/10/2025) | – (not applicable for director) |
| DSUs (#) and market value at 12/31/2024 | – (none) |
| % of outstanding shares | Less than 1% |
| Pledging/Hedging status | Prohibited by policy; no pledged shares disclosed |
Governance Assessment
- Board effectiveness and engagement: Nance’s 100% attendance and chair role in EH&S signal strong board engagement and oversight of critical operational and sustainability risks; EH&S committee responsibilities include oversight of sustainability strategy, emissions management, and environmental compliance .
- Alignment and incentives: Director pay is primarily equity-based (69%), with immediate settlement of RSUs and robust ownership guidelines (5x cash retainer) that all directors meet or are on track to meet; independent directors do not receive performance-based pay, reducing misalignment risk .
- Conflicts and related-party exposure: Company reports no related person transactions since January 1, 2024; stringent policies on hedging/pledging, majority voting, change-in-circumstance, and overboarding mitigate governance risks .
- Shareholder confidence signals: Inclusion of EH&S chair in shareholder outreach; 2024 say‑on‑pay approval of 96.2% supports broader governance confidence, although specific to executive compensation .
Red Flags
- None identified in related-party transactions, hedging/pledging, or attendance; no delinquent Section 16 filings reported for Nance; company-wide late filings noted only for other individuals due to administrative oversight .
- Overboarding risk mitigated by policy limiting to three other public boards; Nance’s current external commitments appear limited and relevant to industry expertise .