Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Mr. Jeffrey L. Ritenour has been appointed as Executive Vice
President and Chief Financial Officer of Devon Energy Corporation (the “Company”) effective as of April 19, 2017 (the “Effective Date”).
Mr. Ritenour, age 43, has been with the Company since 2001 and, prior to his appointment as Executive Vice President and Chief Financial
Officer, served as Senior Vice President, Corporate Finance, Investor Relations, and Treasurer. During his 16 years with the Company, Mr. Ritenour has served in numerous leadership positions and in various financial and commercial roles,
including Senior Vice President, Investor Relations and Vice President, Acquisitions and Divestitures. Prior to joining the Company, Mr. Ritenour was with the international accounting firm of Ernst & Young in Dallas, Texas. He is a
Certified Public Accountant and holds a Bachelor of Science degree in Accounting and a Master in Business Administration degree, both from the University of Oklahoma.
In connection with his appointment as Executive Vice President and Chief Financial Officer, the Compensation Committee of the Board of
Directors of the Company approved certain actions with respect to Mr. Ritenour’s compensation, including: (i) authorized the Company to enter into an employment agreement with Mr. Ritenour (the “Employment Agreement”),
providing for, among other things, Mr. Ritenour’s participation in all employee benefit, welfare, and other plans and programs applicable to similarly situated executives of the Company, including with respect to the annual bonus program,
incentive awards, and insurance benefits; (ii) set his base salary at an annualized rate of pay of $575,000; (iii) set his target percentage for the annual performance cash bonus at 90% of his base salary; and (iv) authorized an award
of shares of performance restricted stock under the Devon Energy Corporation 2015 Long-Term Incentive Plan with a total value of approximately $700,000, based on the per share closing price of the Company’s common stock on the effective grant
date of May 10, 2017. The performance goal and vesting terms of the performance restricted stock award are consistent with the performance restricted stock awards made in early 2017 to the Company’s named executive officers, which will be
described in the Company’s proxy statement on Schedule 14A to be filed with the Securities and Exchange Commission for the Company’s upcoming 2017 Annual Meeting of Stockholders.
Pursuant to the Employment Agreement, Mr. Ritenour is eligible for the payment of severance in connection with certain employment
terminations, including termination other than for “cause” or for “good reason,” as those terms are defined in the Employment Agreement. If Mr. Ritenour’s employment is involuntarily terminated other than for
“cause” or he terminates for “good reason,” then, in addition to accrued amounts, he will receive, subject to his execution and non-revocation of a release of claims against the Company, its affiliates, and certain other released
parties, (i) a lump-sum cash payment equal to three times the sum of his base salary and annual bonus, (ii) a prorated annual bonus, (iii) 18 months of health and welfare benefits, (iv) three years of continued life insurance
benefits, (v) a payment equal to 18 times the applicable monthly COBRA premium, and (vi) a payment for reasonable outplacement assistance. If, within 24 months following a “change in control,” as defined in the Employment
Agreement, Mr. Ritenour is terminated without “cause” by the Company or he terminates for “good reason,” then he will also receive three years of service and three years of age added to his actual years of service and actual
age when determining his entitlement under our retiree medical benefit coverage. The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which
is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
Mr. Thomas L. Mitchell, the former Executive
Vice President and Chief Financial Officer of the Company, was terminated from the Company on the Effective Date. Pursuant to his previously disclosed compensation arrangements, Mr. Mitchell is eligible to receive a severance package including,
among other things, a lump-sum cash payment equal to three times the sum of his annual base salary and bonus, as well as the acceleration and continued vesting, as applicable, of outstanding long-term incentive awards.
The Company issued a press release, dated the Effective Date, announcing Mr. Ritenour’s appointment as Executive Vice President and
Chief Financial Officer, a copy of which is filed as Exhibit 99.1 to this report and is incorporated herein by reference. Except as described in this report, there are no understandings or arrangements between Mr. Ritenour and any other
person pursuant to which Mr. Ritenour was selected to serve as Executive Vice President and Chief Financial Officer.