UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934

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DEVON ENERGY CORPORATION
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LETTER TO STOCKHOLDERS

FROM THE EXECUTIVE CHAIR OF THE BOARD AND PRESIDENT AND CEO

Dear Fellow Stockholder:

The past year has been an extraordinary time for Devon. Early in 2021, Devon and WPX Energy completed a strategic merger and embarked on uniting the company’s workforce and propelling the company’s business to higher levels. The merger enhanced the scale of our operations, built a leading position in the most prolific energy asset in the United States (the Delaware Basin) and accelerated our cash-return business model that prioritizes free cash flow generation and the return of capital to shareholders. The merger also gave us the opportunity to further advance our vision for the future of the company.

Devon is first and foremost an energy company. Oil and gas enable us all to house and feed our families, heat and cool our indoor spaces, travel, manufacture necessities and carry out other essential activities. We are proud to produce the energy that makes this possible, and to do it safely, responsibly, and with care for the environment and our stakeholders.

Devon also realizes that the company’s success is highly dependent on the company’s environmental, safety, social and governance-focused efforts and has embraced the challenge in this area. Following the merger, we expanded the scope of our Board’s Governance Committee, re-naming it the Governance, Environmental, and Public Policy (GEPP) Committee, to overtly acknowledge our heightened focus on these areas. Devon also set ambitious targets to reduce the carbon intensity of our operations over the short- and medium-term and to ultimately reach net zero greenhouse gas (GHG) emissions for Scopes 1 and 2 by 2050. Devon’s recent performance history reflects our momentum in driving down our emissions. From 2018 to 2020, the GHG and methane emissions intensities of our operations fell by 27% and 58%, respectively. Further reductions in 2021 were driven by marked improvements in the company’s flaring intensity, which decreased to less than 1%.

The company is also focused on the wellbeing of our workforce and communities, and on being a valued community partner. As a result of the COVID-19 pandemic, we accelerated some social investments and modified our programs to help our partners meet immediate needs. With the help of Devon’s Diversity, Equity and Inclusion (DEI) Team, we launched new grants for community organizations in Oklahoma City. In Tulsa, to honor the community’s support of legacy WPX Energy, we made a series of grants to advance economic development, education, social services and community enrichment. We have high expectations for the DEI efforts of the company.

Financial markets have recognized Devon’s success over the past year: Devon posted the highest total shareholder return of any stock in the S&P 500 Index during 2021. We believe our strategic vision for the company will lead to continued success.

We respectfully ask for your voting support for the items described in more detail in the materials that follow.

Sincerely,

	Dave Hager		Rick Muncrief
	Executive Chair		President and CEO

Commitment Runs Deep

DEVON ENERGY CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Time and Date 8:00 a.m. (Central Time) on June 8, 2022	Place Online at: www.virtualshareholdermeeting.com/DVN2022	Record Date April 11, 2022

Meeting Agenda

Stockholders will be asked to vote on the following proposals at the 2022 Annual Meeting of Stockholders (Annual Meeting):

Item	Board Recommendation
1   Election of Directors	FOR each director nominee nominated herein
2   Ratify the selection of the independent auditors for 2022	FOR
3   Approve, in an advisory vote, executive compensation	FOR
4   Approve the Devon Energy Corporation 2022 Long-Term Incentive Plan	FOR

Your Vote Is Important          Regardless of whether or not you plan to attend the Annual Meeting, we encourage you to vote your          shares of Devon Energy Corporation common stock in any of the following ways:
	ONLINE Before the meeting you may vote your shares through the Internet by following the directions on your proxy card. Internet voting is available 24 hours a day. To vote online, you will need the control number located on your proxy card or Notice of Internet Availability of Proxy Materials.
	PHONE Call 1-800-690-6903 from a touch-tone phone and follow the voice instructions. To vote by phone, you will need the control number located on your proxy card or Notice of Internet Availability of Proxy Materials.
	MAIL If you received a proxy card by mail, you can complete, sign, and date the form and return it by mail using the postage-paid envelope included in your package.
	AT THE MEETING Stockholders as of April 11, 2022 can vote at the meeting by visiting www.virtualshareholdermeeting.com/DVN2022. To vote at the meeting, you will need the control number included on your proxy card or Notice of Internet Availability of Proxy Materials. Online check-in will begin at 7:45 a.m. Central Time.
	If you are a non-registered stockholder, please refer to the information forwarded by your bank, broker, or other holder of record to see which voting methods are available to you to vote in advance of the meeting.

Commitment Runs Deep

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 8, 2022:

Our 2022 Proxy Materials, including the 2022 Proxy Statement and Annual Report

on Form 10-K for the year ended December 31, 2021, are available at www.proxydocs.com/dvn.

Each stockholder of record as of the close of business on April 11, 2022 (the record date) is entitled to receive notice of, attend, submit questions, and vote at the meeting. A Notice of Internet Availability or proxy card is being mailed beginning on April 22, 2022 to each stockholder of record as of the record date. A complete list of stockholders entitled to vote during the Annual Meeting will be available to our stockholders on the meeting website to view during the Annual Meeting. Stockholders may also examine this list at our principal executive offices, for any purpose germane to the Annual Meeting, during ordinary business hours, for a period of 10 days prior to the Annual Meeting.

For specific information, please refer to the section “Frequently Asked Questions About the Annual Meeting” beginning on page 93.

BY ORDER OF THE BOARD OF DIRECTORS
	Christopher J. Kirt     Vice President Corporate Governance and Secretary     Oklahoma City, Oklahoma     April 22, 2022

Commitment Runs Deep

PROXY STATEMENT TABLE OF CONTENTS

DEVON AT A GLANCE	1
OUR BOARD
WHO WE ARE (Our Nominees for Election)	6
Biographies	6
Director Skills and Experience	12
Tenure, Diversity, and Independence	13
Practices for Considering Diversity	13
AGENDA ITEM 1. ELECTION OF DIRECTORS	14
HOW WE ARE SELECTED, COMPRISED, AND EVALUATED	15
GOVERNANCE, ENVIRONMENTAL, AND PUBLIC POLICY COMMITTEE REPORT	15
HOW WE ARE GOVERNED AND GOVERN	18
Committees	18
Director Independence	22
Related Person Transactions	23
Leadership Structure	23
Lead Director	23
Board Involvement in Risk Oversight	24
High-Level Oversight and Coordination of ESG Efforts	24
HOW TO COMMUNICATE WITH US	25
HOW WE ARE PAID	26
Director Compensation for the Year Ended December 31, 2021	26
Annual Retainers	26
Equity Awards to Directors	26
Changes in Director Compensation Structure for 2022	26
Total Compensation for Non-Management Directors for 2021	27
Compensation Committee Interlocks and Insider Participation	27
OUR CONTROLS AND COMPLIANCE
AUDIT COMMITTEE REPORT	28
Fees to Independent Auditor	29
Audit Committee Pre-Approval Policies and Procedures	29
Audit Committee Financial Expertise	29
AGENDA ITEM 2. RATIFICATION OF INDEPENDENT AUDITORS FOR 2022	30
RESERVES COMMITTEE REPORT	31
OUR COMPANY
WHO WE ARE (Our Officers)	32
AGENDA ITEM 3. APPROVE, IN AN ADVISORY VOTE, EXECUTIVE COMPENSATION	34
EXECUTIVE COMPENSATION	35
COMPENSATION DISCUSSION AND ANALYSIS	35
Introduction	36
Executive Summary	37
Elements of 2021 Compensation	41
Impact of the Merger on Executive Compensation	48
Compensation Process Background	49
Additional Benefits and Compensation Information	51

COMPENSATION COMMITTEE REPORT	54
SUMMARY COMPENSATION TABLE	55
GRANTS OF PLAN-BASED AWARDS	57
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END	58
OPTION EXERCISES AND STOCK VESTED DURING 2021	59
PENSION BENEFITS	59
BENEFIT PLANS	61
Defined Benefit Plan	61
Normal Retirement	61
Early Retirement	61
Deferred Vested Pension	62
Supplemental Retirement Income Plan	62
Defined Contribution Plan – 401(k) Plan	63
Nonqualified Deferred Compensation Plan	65
Supplemental Contribution Restoration Plans	66
Supplemental Executive Retirement Plan	66
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	67
Accrued Payments Upon Termination of Employment	67
Rights Upon Termination for Death or Disability	67
Rights Upon Termination Without Cause and Constructive Discharge	68
Termination Following a Change in Control	68
Payment Conditions	69
Long-Term Incentive Awards	69
Potential Payments Upon Termination or Change in Control Tables	70
CEO PAY RATIO	74
EQUITY COMPENSATION PLAN INFORMATION	75
OUR STOCKHOLDERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	76
Security Ownership of Certain Beneficial Owners	76
Security Ownership of Management	77
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	79
AGENDA ITEM 4. APPROVE THE 2022 LONG-TERM INCENTIVE PLAN	80
SUBMISSION OF STOCKHOLDER PROPOSALS AND NOMINATIONS	92
FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING	93
OTHER MATTERS	97
FORWARD-LOOKING STATEMENTS	98
APPENDIX A. EXPLANATION AND RECONCILIATION OF NON-GAAP FINANCIAL MEASURES	A-1
APPENDIX B. DEVON ENERGY CORPORATION 2022 LONG-TERM INCENTIVE PLAN	B-1

Commitment Runs Deep

DEVON AT A GLANCE

We are furnishing you this Proxy Statement in connection with the solicitation of proxies by our Board of Directors (Board) to be used at the Annual Meeting and any adjournment thereof. The Annual Meeting will be held on Wednesday, June 8, 2022, at 8:00 a.m. (Central Time). All references in this Proxy Statement to we, our, us, Devon, or the Company refer to Devon Energy Corporation.

Our Company

Based in Oklahoma City, Devon employs approximately 1,600 people across our onshore oil, natural gas liquids, and natural gas assets located in New Mexico, North Dakota, Oklahoma, Texas, and Wyoming. On January 7, 2021, our Company completed a merger of equals transaction with WPX Energy, Inc. (the Merger). The combined company continues to operate under the name Devon. The strategic combination of the companies created a leading unconventional oil producer in the U.S., with an asset base underpinned by a premium acreage position in the economic core of the Delaware Basin, which is located in the most prolific geologic basin for oil in the United States.

1 Commitment Runs Deep

DEVON AT A GLANCE (cont’d)

Guided By Values

Because we’re guided by strong values, one of the first steps our newly merged company took was to define the values we all share — integrity, relationships, courage, and results.

Devon’s values
The newly blended values naturally build on one another to achieve results.
Integrity	Relationships	Courage	Results
Openness and honesty unite us and are at the core of everything we do.	We are caring, connected, and supportive of our employees and stakeholders and succeed as one team.	We take intelligent risks and share our successes and failures to continuously improve.	We always seek to achieve better results and make a positive and sustainable impact.

  OUR PERFORMANCE

Devon achieved breakout performance in 2021. The combination of Devon and WPX Energy, Inc. (WPX) in early 2021 allowed the go-forward company to benefit from enhanced scale, improved margins, higher free cash flow, and financial strength. This in turn accelerated the return of cash to stockholders through the Company’s leading “fixed plus variable” dividend strategy. Financial and operational highlights for 2021 include the following:

• Production in Devon’s prolific Delaware Basin asset averaged 416,000 barrels of oil equivalent (Boe) per day, a 34% increase from the first quarter of 2021 when the Merger closed.

• Devon’s estimated proved reserves on a pro-forma basis for the combined company increased 15% to 1.6 billion Boe at year-end 2021 compared to year-end 2020, with proved undeveloped reserves accounting for 21% of the total.

• The Company (i) achieved operating cash flow of $4.9 billion for 2021, which was more than triple the amount for the prior year, and (ii) realized free cash flow of $2.9 billion for the year, which was the highest level in Devon’s 50-year history.

• Devon paid dividends of approximately $1.3 billion during 2021 and declared $663 million of dividends that were paid in the first quarter of 2022 based on the Company’s fourth-quarter 2021 performance.

2 Commitment Runs Deep

DEVON AT A GLANCE (cont’d)

  OUR PEOPLE AND COMMUNITIES

Our Workforce and Communities

Our corporate culture supports individual, team, and company progress with family-friendly workplace practices, wellness programs, and opportunities to make and be accountable for decisions. Our recent efforts include the following:

• During the COVID-19 pandemic, we have supported employees with flexible working arrangements and responsive wellness programs and incentives for proactive healthcare activities such as annual physicals.

• We focus on communicating with our employees through regular virtual town hall meetings, online resources, one-on-one leader feedback, surveys, and other internal communication channels.

• We have facilitated COVID-19 vaccinations for field employees, hosted a vaccination clinic at our headquarters for employees and their families, and provided financial incentives for employees to obtain COVID-19 vaccinations.

• We have distributed over 10,000 at-home STEM resources for children and teachers in our operating areas who have been forced to utilize virtual learning during the pandemic. Overall, Devon has made more than $1 million in grants to educators in our U.S. operating areas in the past eight years and, in the Oklahoma City area, provided more than 88,000 K-12 students better access to educational opportunities through access to STEM educational opportunities.

• We have made over $26.8 million in social investments in our communities over the past three years.

Diversity, Equity and Inclusion

We strive to cultivate inclusive, diverse, equitable, and respectful communities inside and outside our Company, which is reflected in our DEI programs. Our DEI vision is: Every person contributing to their fullest and making a positive impact every day. To make this a reality, we have active participation from our senior leaders, committed volunteer inclusion and diversity (I&D) leaders and allies, and insightful I&D programming.

What DEI means at Devon
Diversity	Equity	Inclusion
We believe it is foundational to Devon’s success that our team includes people with a variety of backgrounds, perspectives, experiences, and abilities.	We believe fairness is at the core of our culture, policies, and practices, and strive for all employees to have equal access to opportunities.	We believe in relationships and will ensure all employees feel seen, valued, heard, and connected.

3 Commitment Runs Deep

DEVON AT A GLANCE (cont’d)

  OUR ENVIRONMENTAL FOCUS

To continuously improve our environmental performance, Devon is proactive and results oriented. We consider the potential impacts of our operations when planning activities and making decisions. We strive to comply with all applicable environmental laws and regulations, often going above and beyond what’s required. In the process, Devon incorporates technology, tools, and techniques that enable us to minimize or avoid effects on air, water, land, and wildlife.

Internally and externally, we are being called upon to do more to address the challenges of climate change. We have set aggressive targets to reduce the carbon intensity and other impacts of our operations, which are summarized below:

NET ZERO		50% REDUCTION IN GHG EMISSIONS INTENSITY FOR SCOPE 1 & 2 BY 2030		0.5% OR LOWER FLARING INTENSITY BY 2025		90%		ANNUAL ASSESSMENT
GHG EMISSIONS FOR SCOPE 1 & 2 BY 2050				ELIMINATE ROUTINE FLARING BY 2030		NON-FRESHWATER USAGE, FOR COMPLETIONS IN MOST ACTIVE DELAWARE BASIN OPERATING AREAS		OF DEVON CONTRACTORS IN KEY ESG PERFORMANCE AREAS BY 2023
		65% REDUCTION IN METHANE EMISSIONS INTENSITY BY 2030

Devon has a strong record of environmental performance and expects the improvements described below to continue as we sharpen our focus on our newly announced targets.

• We reduced our Scopes 1 and 2 GHG and methane emissions intensities by 13% and 47%, respectively, from 2019 to 2020.

• Our flared volume intensity in 2021 decreased to less than 1% from levels in excess of 2% as recently as two years ago.

• We increased the volume of recycled water consumed by 10% in 2020 compared to 2019.

• Since 2015, we have reused over 150 million barrels of water from our water treatment facilities.

• At year-end 2021, we issued our updated 2021 Climate Change Assessment Report, which continues our alignment with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD).

4 Commitment Runs Deep

DEVON AT A GLANCE (cont’d)

  OUR WORKPLACE SAFETY

Everyone at Devon – our leaders, employees, and contractors – is expected to actively participate in making Devon a safe place to work. We empower our team by providing comprehensive safety resources, measuring leading and lagging indicators, setting corporate safety goals, and incorporating our safety metrics into our compensation. Key features of our workplace safety program include the following:

• We have integrated our safety governance structure and teams following the Merger and elevated the importance of safety by creating the new position of Vice President of ESG and EHS.

• Legacy company best practices for vehicle driving safety, serious incidents and fatalities (SIF) review processes, and contractor management practices have been enhanced in order to spur improved performance.

• During 2021, Devon recorded SIF events at a rate of 0.07 per 200,000 employee hours worked, which was significantly lower than the Company’s goal for the year.

• We support anyone who exercises their “Stop Work Responsibility” to stop a job and call for a safety meeting if they see an unsafe situation.

  OUR ESG, FINANCIAL, AND OTHER REPORTING

We invite you to review our 2021 Sustainability Report, 2021 Climate Change Assessment Report, our Annual Report on Form 10-K for the 2021 fiscal year filed with the SEC on February 16, 2022, and other reports and documents available on our website (www.devonenergy.com).

5 Commitment Runs Deep

OUR BOARD

WHO WE ARE

Our Nominees for Election

BARBARA M. BAUMANN	Age: 66 Director Since: 2014 Committees •  Chair, Governance, Environmental, and Public Policy •  Audit	Principal occupation or employment •  President and Owner, Cross Creek Energy Corporation Certain other directorships •  National Fuel Gas Company. Serves on the audit and financing committees •  Putnam Mutual Funds (vice chair, independent board of trustees) •  First Reserve Corporation (senior advisor). Serves on the boards of three private portfolio companies: Ascent Resources, IOG Resources, and Texas American Resources II •  Previously served on the board of Buckeye Partners, L.P.
Barbara M. Baumann joined the Board in January 2014. She is president and owner of Cross Creek Energy Corp., an energy advisory firm with investments in domestic oil and natural gas. She is currently on the board of National Fuel Gas Company and serves on the audit and financing committees. Baumann is a senior advisor for First Reserve Corp., a private equity firm focused on energy, and serves on the boards of three of First Reserve Corp.’s portfolio companies, Ascent Resources, IOG Resources, and Texas American Resources II. In addition, she is vice chair of the independent board of trustees of Putnam Mutual Funds. Previously, Baumann served in various areas of finance and operations during an 18-year career with Amoco (later BP Amoco). Those roles included chief financial officer of Ecova Corp., Amoco’s wholly owned environmental- remediation unit, and vice president of Amoco’s San Juan Basin business unit. She earned a bachelor’s degree from Mount Holyoke College and a master’s in business administration from the Wharton School of the University of Pennsylvania. Ms. Baumann brings to the Board her extensive knowledge of the energy industry and her experience as an accomplished leader and business professional. Her insights on investor dynamics deepen our Board’s understanding on ESG-related initiatives. Please refer to the Director Skills and Experience Matrix on page 12 for more information.

JOHN E. BETHANCOURT	Age: 70 Director Since: 2014 Committees •  Chair, Reserves •  Compensation •  Governance (2014-2018)	Principal occupation or employment •  Former Executive Vice President for Technology and Services, Chevron Certain other directorships •  Previously served on the board of trustees of the Texas A&M Foundation •  Past director of the Society of Petroleum Engineers •  Former director of the National Action Council for Minorities in Engineering, Inc.
John E. Bethancourt joined the Board in January 2014. He is a retired Chevron executive, serving most recently as executive vice president for technology and services, where he oversaw Chevron’s environmental, health and safety efforts, major project management, procurement and mining operations. Bethancourt began his career with Getty Oil Co. in 1974 and joined Texaco Inc. through a 1984 merger. He earned a bachelor’s degree in petroleum engineering from Texas A&M University. Mr. Bethancourt is an experienced and accomplished leader. His broad competencies in matters impacting the energy industry strengthen the collective capabilities of the Board. Please refer to the Director Skills and Experience Matrix on page 12 for more information.

6 Commitment Runs Deep

WHO WE ARE (cont’d)

ANN G. FOX	Age: 45 Director Since: 2019	Principal occupation or employment •  President and Chief Executive Officer, Nine Energy Service, Inc. Certain other directorships •  Nine Energy Service, Inc. •  American Petroleum Institute •  Baker Institute (board of advisors) •  Groton School
Ann G. Fox joined the Board in June 2019. She is president, chief executive officer, and a board member of Nine Energy Service, Inc. (Nine), a Houston-based oilfield services company. Fox joined Nine in 2013 and previously served as chief financial officer and vice president of strategic development. Prior to joining Nine, she worked for SCF Partners, a private-equity firm supporting the oilfield services and equipment industries. Fox also has experience as an investment banking analyst and as a Marine, where she served several tours of duty in Iraq on a team that reported directly to Gen. David Petraeus. She received a bachelor’s degree in diplomacy and security in world affairs from Georgetown University and a master’s in business administration from Harvard University. Fox currently serves on the Board of the American Petroleum Institute, the Board of advisors of Rice University’s Baker Institute, and Board of Trustees of Groton School. Ms. Fox brings to the Board her significant and unique career experiences, knowledge of the energy industry and capital markets, and perspective as a leader. Her recognition of upstream business and operational developments contributes to the Board’s overall performance. Please refer to the Director Skills and Experience Matrix on page 12 for more information.

DAVID A. HAGER	Executive Chair of the Board Age: 65 Director Since: 2016 Committees •  Chair, Dividend	Principal occupation or employment •  Executive Chair, Devon Energy Corporation Certain other directorships •  Independent Petroleum Association of America •  Previously served on the boards of the managing member and general partner of EnLink Midstream, LLC and EnLink Midstream Partners, LP, respectively
David A. Hager was appointed Executive Chairman of the Board in January 2021 following the Merger. Hager most recently served as Devon’s President and Chief Executive Officer from 2015 until the closing of the Merger and as a director since 2016. He previously served on the Board from 2007 until 2009, when he joined the Company as executive vice president of exploration and production and subsequently as chief operating officer. From 1999 to 2006, he was employed by Kerr-McGee Corp., serving in various capacities, most recently as chief operating officer. Hager has a bachelor of science degree in geophysics from Purdue University and a master’s degree in business administration from Southern Methodist University. Mr. Hager brings to the Board his broad knowledge of the energy industry and his experience as an accomplished leader and business professional. His understanding of Devon’s strategic progression, assets, and operations provides critical perspectives for the Board. Please refer to the Director Skills and Experience Matrix on page 12 for more information.

7 Commitment Runs Deep

WHO WE ARE (cont’d)

KELT KINDICK	Lead Director Age: 67 Director Since: 2021 Committees •  Audit •  Dividend •  Reserves	Principal occupation or employment •  Former Chief Financial Officer and Partner at Bain & Company Certain other directorships •  Bain & Company, Inc. (advisory partner) •  Previously served on WPX’s board of directors as lead director and chairman of its nominating, governance, environmental and public policy committee •  Previously a member of The Advisory Board Company
Kelt Kindick joined the Board in January 2021 following the Merger and was named Devon’s lead independent director. Kindick became a member of WPX’s board of directors in 2013. He currently serves as an advisory partner for Bain & Company, Inc., a management consulting firm. Kindick retired from Bain & Company in December 2012, serving most recently as chief financial officer and partner. He joined Bain & Company in 1980, was elected partner in 1986, served as managing director of the firm’s Boston office from 1991 to 1996, and as chairman of the firm’s executive committee from 1998 to 1999. Kindick also served as chief financial officer of the Commonwealth of Massachusetts from 2003 to 2004. He received a bachelor’s degree from Franklin & Marshall College and a master’s in business administration from Harvard Business School. Mr. Kindick brings to the Board his experience in strategic roles across a broad range of industries. His insights on governance and other matters enhances Board discussions. Please refer to the Director Skills and Experience Matrix on page 12 for more information.

JOHN KRENICKI JR.	Age: 59 Director Since: 2018 Committees •  Audit •  Reserves •  Compensation (2018-2021) •  Governance (2018-2021)	Principal occupation or employment •  Vice Chairman at Clayton, Dubilier & Rice, LLC Certain other directorships •  Non-executive chairman of Brand Industrial Holdings, Inc., Artera Services, and Wilsonart International Holdings LLC., which are privately held entities controlled by Clayton, Dubilier & Rice, LLC •  Lead director on the board of Cornerstone Building Brands, Inc. and serves as chairman of the nominating and corporate governance committee and executive committee and as a member of the compensation committee
John Krenicki Jr. joined the Board in June 2018. He is vice chairman at the private-equity investment firm Clayton, Dubilier & Rice LLC (CD&R) and is chairman of three privately held entities controlled or jointly controlled by CD&R. With respect to public company boards, Krenicki is currently lead director of Cornerstone Building Brands, Inc. and serves as chairman of the nominating and corporate governance committee and executive committee and as a member of the compensation committee. Previously, Krenicki built a 29-year career at General Electric Co., where he served as vice chairman as well as president and CEO of GE Energy, among other executive positions. He has a master’s degree in management from Purdue University and a bachelor’s degree in mechanical engineering from the University of Connecticut. He also is a member of the National Petroleum Council. Mr. Krenicki brings to the Board his extensive knowledge of the overall energy industry and his experience as executive, leader, and owner of a range of enterprises. His recognition of market dynamics and entrepreneurial change deepens the overall capabilities of the Board. Please refer to the Director Skills and Experience Matrix on page 12 for more information.

8 Commitment Runs Deep

WHO WE ARE (cont’d)

KARL F. KURZ	Age: 60 Director Since: 2021 Committees •  Compensation •  Governance, Environmental, and Public Policy •  Reserves	Principal occupation or employment •  Former managing director of CCMP Capital Advisors LLC and Chief Operating Officer of Anadarko Petroleum Corporation Certain other directorships •  Non-executive chairman of American Water Works Company, Inc. •  Previously served on WPX’s board of directors and its audit committee •  Previously served on the board of SemGroup Corporation
Karl F. Kurz joined the Board in January 2021 following the Merger. Kurz became a member of WPX Energy’s board of directors in 2014. He currently serves as non-executive chairman of American Water Works Company, Inc. Previously, from 2009 until his retirement in 2012, Kurz served as managing director, co-head of the energy group, and member of the investment committee at CCMP Capital Advisors LLC, a leading global private equity firm focused on energy investments. Prior to joining CCMP, he spent nine years with Anadarko Petroleum Corporation, most recently serving as chief operating officer responsible for overseeing the company’s global exploration and production, marketing, midstream, land, technology, and service businesses. Kurz holds a bachelor’s of science, magna cum laude, in petroleum engineering from Texas A&M University and he is a graduate of Harvard Business School’s Advanced Management Program. Mr. Kurz brings to the Board his significant experience in the energy industry. He has served in leadership positions and provides candid perspectives on the Company and the industry. Please refer to the Director Skills and Experience Matrix on page 12 for more information.

ROBERT A. MOSBACHER, JR.	Age: 70 Director Since: 2009 Committees •  Chair, Compensation •  Governance, Environmental, and Public Policy •  Reserves (2019-2021) •  Lead Director (2015-2019)	Principal occupation or employment •  Chairman of Mosbacher Energy Company Certain other directorships •  Center for Global Development •  Previously served as a director of Calpine Corporation from 2009 until the company was acquired in 2018 •  Previously served as a member of Devon’s Board from 1999 until 2005
Robert A. Mosbacher, Jr. was appointed to the Board in April 2009. Mosbacher previously served as a member of the Board from 1999 until 2005, at which time he resigned to accept an appointment by the Bush administration to serve as president and chief executive officer of the Overseas Private Investment Corp., an independent agency of the U.S. government that supports private capital investment in emerging markets around the world. He is chairman of Mosbacher Energy Co., an independent oil and gas exploration and production company. He is chair of the Development Advisory Council for the U.S. International Development Finance Corporation, which supports investment in the developing world. Mosbacher also currently serves on the board of the Center for Global Development and the National Archives Foundation. He has a bachelor’s degree in political science from Georgetown University and a law degree from Southern Methodist University. Mr. Mosbacher brings to the Board his leadership experience in the energy industry, as well as in state and federal government. His strategic mindset and broad understanding of the Company provides important perspectives for the Board. Please refer to the Director Skills and Experience Matrix on page 12 for more information.

9 Commitment Runs Deep

WHO WE ARE (cont’d)

RICHARD E. MUNCRIEF	Age: 63 Director Since: 2021 Committees •  Dividend	Principal occupation or employment •  President and Chief Executive Officer, Devon Energy Corporation Certain other directorships •  Williams Companies, Inc. Serves on Compensation & Management Development and Environmental, Health & Safety Committees •  American Petroleum Institute (board of directors and the executive committee) •  American Exploration & Production Council (board of directors and the executive committee) •  Previously served as chairman of WPX’s board of directors
Richard E. Muncrief was appointed to the Board and elected president and chief executive officer of the Company in January 2021 following the Merger. Muncrief served as chief executive officer and chairman of the board of WPX Energy until the Merger. He became a member of WPX Energy’s board of directors in 2014. Muncrief also currently serves on the board of directors of Williams Companies, Inc. Prior to joining WPX, he served as senior vice president, operations and resource development of Continental Resources, Inc. Muncrief was earlier employed from August 2008 through May 2009 by Resource Production Company where he served as corporate business manager. From September 2007 to August 2008 he served as president, chief operating officer, and as a director of Quest Midstream Partners, LP. From 1980 to 2007, he served in various managerial capacities with ConocoPhillips and its predecessor companies, Burlington Resources, Meridian Oil, and El Paso Exploration. Muncrief holds a bachelor’s of science in petroleum engineering technology from Oklahoma State University, where he has also been recognized as a distinguished alumnus and is a member of the College of Engineering, Architecture & Technology Hall of Fame. He serves on the board of directors and the executive committee of the American Petroleum Institute. He is a past chairman and currently serves on the board of directors and the executive committee of the American Exploration & Production Council. Muncrief also serves on the national advisory board of the Gilcrease Museum. Mr. Muncrief is a proven leader in the energy industry. His understanding of WPX’s and the post-Merger combined Company’s operations and assets provide valuable Board-level perspective. Please refer to the Director Skills and Experience Matrix on page 12 for more information.

DUANE C. RADTKE	Age: 73 Director Since: 2010 Committees •  Compensation •  Reserves •  Chair of the Board (2019-2021) •  Vice Chair of the Board (2018-2019)	Principal occupation or employment •  President and Chief Executive Officer, Valiant Exploration LLC Certain other directorships •  Previously served as a director of Kris Energy Ltd. •  Previously chairman of the American Exploration & Production Council
Duane C. Radtke joined the Board in August 2010 and served as chairman from June 2019 until January 2021. Since 2008, Radtke has served as president and CEO of Valiant Exploration LLC, a privately-held, family-owned investment company. Previously, he served as president and CEO of Dominion Exploration and Production, a subsidiary of Dominion Resources Inc. Prior to working at Dominion, Radtke was a senior executive with Santa Fe Snyder. Radtke earned a bachelor’s degree in mining engineering from the University of Wisconsin. Mr. Radtke brings to the Board his extensive strategic leadership in and knowledge of the energy industry. His experiences in the industry through multiple economic cycles yields insightful observations in Board discussions. Please refer to the Director Skills and Experience Matrix on page 12 for more information.

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WHO WE ARE (cont’d)

VALERIE M. WILLIAMS	Age: 65 Director Since: 2021 Committees •  Chair, Audit •  Reserves	Principal occupation or employment •  Former Southwest Region Assurance Managing Partner at Ernst & Young LLP Certain other directorships •  Omnicom Group, Inc. Serves on the Audit and Finance Committees •  DTE Energy. Serves on the Governance Committee and Audit Committee (Chair) •  Franklin Templeton Funds (independent board of trustees) •  Previously served on WPX’s board of directors and its audit committee
Valerie M. Williams joined the Board in January 2021 following the Merger. Williams became a member of WPX Energy’s board of directors in 2018. Williams is a member of the board of directors of Omnicom Group, Inc., a global advertising and public relations firm, where she serves on the audit and finance committees. She is also a member of the board of directors of DTE Energy, an electric and natural gas utility, where she serves as chair of the audit committee and as a member of the corporate governance committee. Williams is also a member of the independent board of trustees overseeing several Franklin Templeton funds. Williams began her career with Ernst & Young LLP in 1981 and has over 35 years of audit and public accounting experience serving numerous global companies. Prior to her retirement in 2016, Williams most recently served as the firm’s southwest region assurance managing partner, a position she assumed in 2006. She held several senior leadership positions at Ernst & Young and also served on several strategic committees, including the firm’s partner advisory council, inclusiveness council, audit innovation task force, and the diversity task force. She received a bachelor’s degree from the University of North Texas and a master’s in business administration from the University of Houston. Mrs. Williams brings to the Board her extensive experience as a certified public accountant, including 35 years at a premier accounting firm serving clients in the energy and technology sectors. She has strong leadership skills and background with accounting and financial reporting matters at complex organizations. Please refer to the Director Skills and Experience Matrix on page 12 for more information.

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WHO WE ARE (cont’d)

Director Skills and Experience

The Board is committed to maintaining a diverse and inclusive membership with varying experience, characteristics, and expertise that align with our business strategy. Our Director nominees, individually and as a group, have skills and experiences that are highly relevant for an upstream energy company like Devon. Fundamental skills and experiences of our Board nominees include strengths in the areas of:

• prior service in senior leadership at a substantial business enterprise;

• experience with operations, development, or other principal functions of an energy company;

• effective communication skills, especially concerning strategy and analytical decision-making;

• acumen in the area of financial statements, cash flows, and other financial and accounting matters; and

• prior service on the board of a public company.

The matrix below provides a summary of the background and certain other key skills and experiences of our Director nominees.

Director Nominees	BAUMANN	BETHANCOURT	FOX	HAGER	KINDICK	KRENICKI	KURZ	MOSBACHER	MUNCRIEF	RADTKE	WILLIAMS
Age	66	70	45	65	67	59	60	70	63	73	65
Diversity	p		p								p
Key Skills and Experience
Human Capital Mgt./Comp.	●	●	●	●	●	●	●	●	●	●	●
Engineering Education/Experience		●		●		●	●		●	●
Finance/Capital Allocation	●	●	●	●	●	●	●	●	●	●	●
Regulatory/Policy Matters			●	●	●	●	●	●	●	●
Technology or Cybersecurity		●		●		●
Environmental Matters	●	●					●	●	●
Corp. Governance/Risk Mgt.	●	●	●	●	●	●	●	●	●	●	●
Investment Management/Stewardship	●		●		●	●	●				●

p = All three are women. Ms. Williams is Black/African American.

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WHO WE ARE (cont’d)

TENURE* The tenure of our Director nominees reflects a balance of experience and fresh perspectives. *Tenure calculated as of the date of this Proxy Statement.	DIVERSITY Our Director nominees voluntarily self-disclose their race, ethnicity, and gender. The aggregate of these disclosures is reflected in the diversity representation shown below.

INDEPENDENCE*   Eight of Devon’s 11 Director nominees qualify as independent under NYSE standards and SEC regulations.   *Independence reflected as of the date of this Proxy Statement.

Practices for Considering Diversity

The Charter of the GEPP Committee provides that the Committee shall periodically review the appropriate skills and characteristics of members of the Board in the context of the then-current composition of the Board. This assessment considers a range of factors that are outlined in the Charter and our Corporate Governance Guidelines. The Board considers diversity of skills, background, and experience, as well as gender, race and ethnicity, to be critical features of a high-functioning Board. Our Corporate Governance Guidelines reflect that the GEPP Committee seeks to include, and requires any search firm that it engages to endeavor to include, women and minority candidates in the pool from which the Committee selects director candidates.

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AGENDA ITEM 1.

ELECTION OF DIRECTORS

Our Board has nominated eleven directors for election at the Annual Meeting. Each Director will serve for a term ending at the next Annual Meeting and until his or her successor is duly elected and qualified, subject to such Director’s earlier death, disqualification, resignation, or removal. All of the nominees are currently Devon Directors.

Within each nominee’s biography and the matrix above, we have highlighted the notable skills and qualifications that contributed to his or her selection as a nominee to our Board.

We have no reason to believe that any of the nominees for Director will be unable to serve if elected. However, if any of these nominees becomes unavailable, the persons named in the proxy intend to vote for any alternate designated by the current Board. Proxies cannot be voted for a greater number of persons than the nominees named.

Our Board of Directors recommends that stockholders vote

“FOR” the election of the director nominees listed above.

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HOW WE ARE SELECTED, COMPRISED, AND EVALUATED

GOVERNANCE, ENVIRONMENTAL, AND PUBLIC POLICY COMMITTEE REPORT

The Governance, Environmental, and Public Policy Committee is currently comprised of four independent Directors and operates under a written charter approved by the Board. In March 2021, the GEPP Committee modified the scope of its responsibilities to memorialize oversight in the areas of environmental, health and safety, public policy, stockholder engagement, and sustainability. This prompted a change in the name of the GEPP Committee from “Governance Committee” to “Governance, Environmental, and Public Policy Committee.” The GEPP Committee Charter and the other documents referenced in this report may be viewed at www.devonenergy.com. Below is a summary of key features of our corporate governance framework, including our approach to Board nominations.

Corporate Governance

The GEPP Committee plays a leadership role in shaping the Company’s corporate governance. It periodically reviews the Company’s corporate governance practices along with best practices followed by other companies to maintain a corporate governance framework for the Company that is effective and functional and that addresses the interests of the Company’s stakeholders.

Highlights of Our Corporate Governance Framework	Principal Documents for Our Corporate Governance Standards
•  Annual election of all Directors •  Majority voting in uncontested elections •  Independent Lead Director in the event the Chair of the Board is not independent •  Executive sessions of Independent Directors •  Stockholder right to call a special meeting •  Proxy access right •  Board participation in succession planning	•  Corporate Governance Guidelines •  Charters for each of the Board’s Committees •  Code of Business Conduct and Ethics for all Directors, officers, and employees •  Code of Ethics for the Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer

Board of Director Nominations

The GEPP Committee is responsible for nominating qualified candidates to serve on the Board and reviewing their qualifications with the Board, taking into account the composition and skills of the entire Board and specifically ensuring a sufficient number of the members of the Board are financially literate.

In alignment with the Board’s philosophy, the GEPP Committee assures that a diverse group of qualified candidates is in the pool from which the nominees for the Board are chosen. The GEPP Committee may, at its discretion, seek third-party resources to assist in the process and make final director candidate recommendations to the Board. The Board considered the experience, qualifications, attributes, and skills of each of the nominees for Director at the 2022 Annual Meeting. Our Corporate Governance Guidelines outline certain foundational qualifications for our nominees, as well as certain expectations of our Directors upon their election to the Board.

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HOW WE ARE SELECTED, COMPRISED, AND EVALUATED (cont’d)

Qualifications of Our Directors

Expectations of Our Directors

•  Integrity and accountability •  Informed judgment •  Peer respect •  High performance standards

•  Mandatory retirement at the Annual Meeting immediately following the 74th birthday of a Director •  Ownership of Devon common stock equal to five times the Director’s annual retainer to be reached by the end of a five-year period after election along with a holding requirement for those who have yet to meet the ownership requirement •  Recommendation that a Director not serve on more than three public company boards in addition to serving on the Company’s Board •  Approval of the GEPP Committee to serve as a director, officer, or employee of a competitor of the Company •  Requirement that a Director advise the Chair of the Board and the Chair of the GEPP Committee in advance of accepting any invitation to serve on other public company boards or any assignment to the audit or compensation committees of the board of any public company of which such Director is a member •  Requirement that a Director promptly advise the Chair of the Board and the Chair of the GEPP Committee upon accepting service on private or non-profit boards

The GEPP Committee considers nominees recommended by stockholders and gives appropriate consideration in the same manner as given to other nominees. Stockholders who wish to submit recommendations for director nominees for election at our 2023 Annual Meeting of Stockholders may do so by submitting such nominee’s name in writing, in compliance with the procedures required by our Bylaws, to the Governance, Environmental, and Public Policy Committee of the Board of Directors, Attention: Chair of the Board of Directors, c/o Office of the Corporate Secretary, Devon Energy Corporation, 333 W. Sheridan Avenue, Oklahoma City, Oklahoma 73102. Such a recommendation must be received between February 8, 2023 and March 10, 2023, in order to be considered a timely notice. The stockholder’s notice must contain, among other things:

• all information that is required to be disclosed with respect to such person being nominated pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, including such person’s written consent to being named in the Proxy Statement as a nominee and to serving as a Director, if elected;

• the name and address of the stockholder giving the notice and the beneficial owner;

• the class and number of shares of our stock that are owned beneficially and of record by the stockholder giving the notice and the beneficial owner;

• whether and the extent to which any hedging or other similar transaction has been entered into by or on behalf of the stockholder or beneficial owner;

• a description of all arrangements or understandings between the stockholder giving the notice and any other person or persons (including their names) in connection with the nomination;

• a representation that the stockholder intends to appear in person or by proxy at the 2023 Annual Meeting to bring such business before the meeting; and

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HOW WE ARE SELECTED, COMPRISED, AND EVALUATED (cont’d)

• an undertaking by the stockholder giving the notice to update the information required to be included in the notice.

With the Company’s fundamental corporate governance practices firmly in place and regularly evaluated, the GEPP Committee is prepared to respond quickly to new regulatory requirements and emerging best practices. The GEPP Committee intends to continue to require an annual evaluation of the effectiveness of the Board and its Committees to enable the Company to maintain corporate governance best practices.

Governance, Environmental, and Public Policy Committee

Barbara M. Baumann, Chair

Kelt Kindick

Karl F. Kurz

Robert A. Mosbacher, Jr.

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HOW WE ARE GOVERNED AND GOVERN

Committees

During 2021, the Board had four standing Committees: Audit, Compensation, Governance, Environmental, and Public Policy (GEPP), and Reserves. The Charters for our Committees are available on the Company’s website, www.devonenergy.com. Below we reflect each Committee’s current membership, core duties and responsibilities, recent activities and key focus areas.

BAUMANN 2

BETHANCOURT

FOX

HAGER 1

KINDICK 1,2

KRENICKI

KURZ

MOSBACHER

MUNCRIEF 1

RADTKE

WILLIAMS 2

Audit

✓

✓

✓

Compensation

✓

✓

✓

GEPP

✓

✓

✓

Reserves

✓

✓

✓

✓

  Committee Chair

¹  Dividend Committee member. The Board maintains a dividend committee to assist with the declaration and payment of dividends on Devon’s common stock in accordance with the dividend policy of the Company.

²  Audit Committee financial expert

Audit Committee

• Monitors the integrity of the Company’s financial statements and reporting system;

• Oversees the Company’s compliance with legal and regulatory requirements;

• Appoints the independent auditors and monitors their performance, qualifications, and independence;

• Oversees the Company’s internal audit function and reviews significant internal audit findings and management’s actions to address those findings;

• Reviews the Company’s financial risk exposure and the steps management has taken to monitor and control such exposure; and

• Monitors the business practices and ethical standards of the Company.

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HOW WE ARE GOVERNED AND GOVERN (cont’d)

RECENT ACTIVITIES AND KEY FOCUS AREAS

¡  Met shortly following the closing of the Merger to: Ø  review with management and the independent auditors significant accounting and reporting matters of the legacy companies, Ø  review and discuss the audits performed by the Company’s internal auditors in 2020, as well as the findings and recommendations arising from such audits, Ø  review the Company’s system of internal controls over financial reporting, Ø  evaluate the status of risk management for the Company, and Ø  align the governance framework of the go-forward Audit Committee; ¡  Reviewed and discussed the audit results of the legacy companies for 2020 prior to the filing of Devon’s 10-K for fiscal year-end 2020 and met with the respective independent auditors concerning such results; ¡  Reviewed and discussed the earnings materials and periodic reports for each quarter of the year; ¡  Received reports and interacted with management about legal, regulatory and tax matters, cybersecurity, environmental, social and governance (ESG) matters, and other topical issues; and ¡  Met in executive session on a regular basis with the independent auditors and Devon personnel responsible for the Company’s internal audit function, financial reporting, and legal and regularly compliance. Number of Meetings held in 2021: 9

Compensation Committee

• Reviews and approves the Company’s compensation philosophy and strategy;

• Directs management to administer the annual compensation process in accordance with the stated compensation strategy of the Company and any requirements of the appropriate regulatory bodies;

• Reviews and approves the Company’s employee benefit and incentive programs;

• Annually reviews and determines total compensation for each management Director;

• Reviews and approves total compensation for the Company’s executive officers;

• Reviews with the President and CEO and advises the Board with regard to executive officer succession planning;

• Evaluates and recommends compensation or revisions to compensation for members of the Board; and

• Assesses and considers the independence of any advisor that provides advice to the Compensation Committee.

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HOW WE ARE GOVERNED AND GOVERN (cont’d)

RECENT ACTIVITIES AND KEY FOCUS AREAS

¡  Met shortly following the closing of the Merger to: Ø  review the compensation programs and practices at the legacy companies, Ø  discuss the compensation budget and outstanding compensation decisions for the go-forward company, and Ø  establish the anticipated calendar of items for consideration at the Compensation Committee’s 2021 meetings; ¡  Reviewed and approved the peer group and corporate goals scorecard for the Company’s bonus opportunity for 2021; ¡  Analyzed financial, ESG, and other metrics used in the incentive programs of energy companies; and ¡  Met with the GEPP Committee, reviewed and discussed with management Devon’s DEI metrics, as well as actions and strategy for improving Devon’s workforce DEI. Number of Meetings held in 2021: 10

Governance, Environmental, and Public Policy (GEPP) Committee

• Identifies and recommends qualified individuals to become Board members;

• Evaluates and recommends nominees for election as directors at the annual stockholders’ meetings or for appointment between annual stockholders’ meetings;

• Develops, recommends, and reviews corporate governance guidelines for the Company;

• Reviews the Company’s policies and performance relating to the Company’s environmental, health, and safety efforts, and the Company’s approach to social responsibility;

• Reviews the Company’s performance and stakeholder engagement on key ESG matters;

• Advises the Board and management on significant public policy issues that are pertinent to the Company and its stakeholders; and

• Oversees management in setting strategy, establishing goals, and integrating sustainability into strategic and tactical business activities across the Company to create long-term shareholder value.

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HOW WE ARE GOVERNED AND GOVERN (cont’d)

RECENT ACTIVITIES AND KEY FOCUS AREAS

¡  Met shortly following the closing of the Merger to: Ø  review the governance and ESG approaches at the legacy companies, Ø  consider and approve the role of the lead director at the go-forward company, and Ø  evaluate the ESG profile of the go-forward company and the commentary of Devon’s stakeholders on ESG matters; ¡  Adopted a new Charter for the GEPP Committee that expanded the GEPP Committee’s responsibilities to, among other things, underscore environmental performance and integration of sustainability into our business activities; ¡  Reviewed and discussed management’s reports on interactions with Devon’s stakeholders, including those with the stewardship groups of Devon’s investors; ¡  Received updates on policy matters impacting (or potentially impacting) Devon and discussed Devon’s and its trade associations’ engagement on such matters; ¡  Reviewed Devon’s performance on key environmental metrics, including Scopes 1 and 2 GHG emissions; ¡  Discussed and endorsed Devon’s environmental targets announced in June 2021 and the tactics for meeting such targets; ¡  Received Devon’s ESG reporting prior to publication, including Devon’s 2021 Sustainability Report and Climate Change Assessment Report, and engaged with management on the content of such reporting; and ¡ With the Compensation Committee, reviewed and discussed with management Devon’s DEI metrics, as well as actions and strategy for improving Devon’s workforce DEI. Number of Meetings held in 2021: 6

Reserves Committee

• Oversees an annual review and evaluation of the Company’s consolidated oil, natural gas, and natural gas liquids reserves;

• Oversees the integrity of the Company’s reserves evaluation and reporting system;

• Assesses the reserves disclosure for the Company’s compliance with legal and regulatory requirements related to its oil, natural gas, and natural gas liquids reserves;

• Reviews the qualifications and independence of the Company’s independent engineering consultants;

• Monitors the performance of the Company’s independent engineering consultants; and

• Monitors and evaluates the Company’s business practices and standards in relation to the preparation and disclosure of its oil, natural gas, and natural gas liquids reserves.

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HOW WE ARE GOVERNED AND GOVERN (cont’d)

RECENT ACTIVITIES AND KEY FOCUS AREAS

¡ Met shortly following the closing of the Merger to review and discuss the reserves evaluation results of the legacy companies for 2020 prior to the filing of Devon’s 10-K for fiscal year-end 2020; ¡ Reviewed the pro forma reserves data of the go-forward company; and ¡ Discussed the approach of the legacy companies for reserves valuations and reviewed and approved the go-forward company’s policies for booking proved reserves. Number of Meetings held in 2021: 2

Our Board met seventeen times in 2021. All Directors attended at least 88% of the total meetings of the Board and the respective Committees on which they served.

All Directors are expected to attend the Annual Meeting of Stockholders unless there are extenuating circumstances. All of our Directors attended our 2021 Annual Meeting of Stockholders.

Copies of the following governance documents are available at www.devonenergy.com and in print to any stockholder upon request:

• Certificate of Incorporation;

• Bylaws;

• Corporate Governance Guidelines;

• Code of Business Conduct and Ethics; and

• Code of Ethics for CEO, CFO, and CAO.

Amendments to and waivers from any provision of the Code of Ethics for the CEO, CFO, and CAO will be posted on our website.

Director Independence

The Company’s Corporate Governance Guidelines provide that an independent director is a director who, as determined by the Board, meets the NYSE definition of independence. In making this determination, the Board considers transactions and relationships between each Director or any member of the Director’s immediate family and the Company, our subsidiaries, and our affiliates. The Board has affirmatively determined that each of the current Directors, with the exception of Ann G. Fox, David A. Hager, and Richard E. Muncrief, (i) is an independent Director as defined by the standards for director independence established by applicable laws, rules, and listing standards, including, without limitation, the standards for independent directors established by the NYSE and the SEC, and (ii) has no material relationship with us that would interfere with the exercise of independent judgment.¹

¹  In addition, the Board affirmatively determined that D. Martin Phillips, who served on the Board until March 2021, was independent during the time he served as a Director.

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HOW WE ARE GOVERNED AND GOVERN (cont’d)

In evaluating whether Ms. Fox is independent, the Board considered that Ms. Fox serves as Chief Executive Officer, President, and Secretary, and as a Director of Nine Energy Service, Inc. (Nine), which provides services to Devon. Devon purchases services from Nine in the ordinary course of business, and Ms. Fox is not personally involved in such transactions. For 2021 and 2020, Devon’s payments to Nine amounted to less than 2% of Nine’s consolidated gross revenues. However, based on a categorical test under applicable NYSE standards, the Board did not determine that Ms. Fox is independent since Devon’s payments to Nine represented 2.18% of Nine’s consolidated gross revenue in 2019.

Related Person Transactions

The Company maintains a written policy concerning “related person transactions” as defined by the SEC. Related persons include the Company’s directors and executive officers and their immediate family members and beneficial owners of more than five percent of the Company’s common stock. All directors and officers are required to identify business and financial affiliations involving themselves or their immediate family members that could reasonably be expected to give rise to a reportable related person transaction. Based on this information, Devon staff review Devon’s records and make follow-up inquiries as necessary to identify potentially reportable related person transactions. A report summarizing such transactions is provided to the Board’s Audit Committee.

The Audit Committee considers information about transactions involving related persons. If the transaction at issue involves a member of the Audit Committee, or a family member of a Committee member, then that member of the Committee would not participate in discussions. In the event the Committee concludes that a related person has a material interest in any Company transaction, the Committee then reviews the transaction to determine whether to approve or ratify it. Any transaction that meets the monetary threshold under the SEC rules and is determined to have a direct or indirect material benefit to a related person would be disclosed in accordance with SEC rules. However, based on the Committee’s review, the Committee has not identified any transactions that qualify as related person transactions.

Leadership Structure

As stated in the Company’s Corporate Governance Guidelines, the Board reserves the right to determine, from time to time, how to configure the leadership of the Board and the Company in the way that best serves the Company. The Board specifically reserves the right to vest the responsibilities of Chair of the Board and CEO in the same or in different individuals. The Board currently has no fixed policy with respect to combining or separating the positions of Chair of the Board and CEO. Upon the closing of the Merger, the Board appointed David A. Hager as Executive Chair and named Richard E. Muncrief (WPX’s President, CEO, and Board Chair) to succeed Mr. Hager as President and CEO of the Company. This structure promoted the objective of ensuring continuity in leadership of the go-forward Company. In accordance with Devon’s Corporate Governance Guidelines, the Board appointed a Lead Director upon selecting a non-independent Chair of the Board.

Devon’s Board and Board leadership consistently emphasize open, substantive communication among members of the Board and between the Board and management, with a view toward consensus-building and alignment. The Board regularly engages in practices that allow for fulsome discussions about the effectiveness of the Chair and Lead Director, as well as the Board and Board Committees.

Lead Director

The Board appointed Kelt Kindick as Lead Director effective with the closing of the Merger. Pursuant to Devon’s Corporate Governance Guidelines, the Lead Director must be an independent Director and meet certain other

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HOW WE ARE GOVERNED AND GOVERN (cont’d)

qualifications, which include familiarity with corporate governance best practices and related procedures. The Lead Director is responsible for presiding over, and is authorized to convene, executive sessions of the Board in which members of management are not present, as well as executive sessions in which only independent Directors are present. Among other duties and responsibilities, the Lead Director provides input to the Executive Chair and President and CEO on Board agendas, items of discussion, and meeting materials, and serves as a resource for fostering communication among the Board and management.

Board Involvement in Risk Oversight

The full Board has primary responsibility for risk oversight, which includes, among other things, determining whether the Company’s risk-management programs are appropriately designed and implemented in light of the Company’s material risks. To assist it in this role, the Board has delegated to four standing Board Committees certain matters relating to the risks inherent in the Committees’ respective areas of oversight, with each Committee regularly reporting to the full Board. Our management team is, in turn, responsible for executing the directives of the Board and those Committees with respect to the Company’s risk management programs, including by overseeing and reporting on Devon’s day-to-day efforts to manage risk.

Devon employs a variety of governance and analytical measures to identify and evaluate the risks to our business. We use an enterprise-wide risk management framework that includes an annual analysis of the top risks to the Company. This analysis asks the Board, management, and certain internal subject matter experts to consider the likelihood that certain risks could result in an impact to the Company and to identify, among other things, the Company’s level of preparedness for those risks. The Board and management then use the results from this analysis and other exercises to determine and prioritize the material risks to our business. In addition to this annual review process, the Board also considers developments as they arise to assess the risk they pose to the Company. For example, as we considered strategic actions in the area of ESG following the closing of the Merger, we enhanced our oversight of ESG and public policy matters by expanding the scope of our Board’s Governance Committee, re-naming it the Governance, Environmental, and Public Policy Committee. For a more detailed discussion of the material risks of the Company, please see our Annual Report on Form 10-K for the year ended December 31, 2021 and our other filings with the SEC.

Cybersecurity risk is an area of increasing focus for our Board, particularly as more and more of our operations rely on digital technologies. To mitigate this risk, Devon has adopted an information security program, which uses sophisticated technology and processes and is aligned with the National Institute of Standards and Technology Cybersecurity Framework for risk management. Our management team provides the Audit Committee and the full Board with regular updates regarding this program, as well as on trends in cyberattack activities and other developments impacting our digital security.

High-Level Oversight and Coordination of ESG Efforts

The Company recognizes that ESG matters are important for Devon and Devon’s stakeholders. Following the closing of the Merger, Devon created a new executive position of vice president of EHS/ESG and immediately proceeded with aggregating ESG programs and data of Devon and WPX. The Board and the GEPP Committee were apprised of Devon’s progress, with a view toward reviewing in advance the environmental targets that were announced in June 2021. The Board and management continue to provide support for the Company’s ongoing efforts in this area. Devon’s Executive Committee, Board GEPP Committee, and the full Board receive regular updates on our ESG efforts and expect high performance in this area.

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HOW TO COMMUNICATE WITH US

The Board believes it is important to cast a wide net for input to inform its decision making and considers input from stockholders to be critical. Accordingly, the Board maintains a number of ways to receive feedback from stockholders and other stakeholders.

• Our Directors attend our Annual Meeting of Stockholders.

• Our Directors participate in director education programs that include investors and investor commentary.

• Our Directors listen to Devon’s quarterly conference calls with investors and receive reports with analyst commentary on the Company’s performance.

• Our Board receives updates on the communication received from the Company’s reporting helplines.

• Our Board values direct stockholder engagement with the Company, which is detailed below.

Devon has a long-standing practice of engagement with our stockholders throughout the year with respect to corporate governance topics and our executive compensation program. Over the past year, Devon has continued to emphasize engagement with our stockholders, especially with respect to ESG matters. The Company has participated in numerous one-on-one meetings with investors who have a wide range of perspectives. Our Board receives frequent updates on these engagements and has been keen to hear specific input. We value the dialogue and feedback received from this engagement and, as a result, have been responsive by making meaningful changes to our programs and practices.

Contact Information for Communicating with Board Members

Any stockholder or other interested party may contact any of our Non-Management Directors or Non-Management Directors as a group, by:

• U.S. mail to Non-Management Directors, c/o Office of the Corporate Secretary, Devon Energy Corporation, 333 W. Sheridan Avenue, Oklahoma City, Oklahoma 73102;

• calling our Non-Management Directors access line at (866) 888-6179; or

• sending an email to nonmanagement.directors@dvn.com.

A Management Director may be contacted by:

• U.S. mail to Management Directors, c/o Office of the Corporate Secretary, Devon Energy Corporation, 333 W. Sheridan Avenue, Oklahoma City, Oklahoma 73102;

• contacting the Office of the Corporate Secretary at (405) 235-3611; or

• sending an email to CorporateSecretary@dvn.com.

If requested, calls or correspondence remain anonymous and will be kept confidential to the extent possible. All such communications, other than advertisements or commercial solicitations, will be forwarded to the appropriate Director(s) for review.

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HOW WE ARE PAID

Director Compensation for the Year Ended December 31, 2021

Under our Corporate Governance Guidelines, Non-Management Director compensation is determined annually by the Board acting upon the recommendation of the Compensation Committee. Devon employees receive no additional compensation for serving as Directors. The standard arrangement for compensating our Directors consists of cash and equity awards.

Annual Retainers

The annual cash retainers in effect for 2021 are set forth in the table below:

Type of Fee	Amount
Annual Board Retainer	$	100,000
Additional Annual Lead Director Retainer	$	25,000
Additional Annual Retainer to the Chair of Audit Committee	$	25,000
Additional Annual Retainer to the Chairs of Compensation, GEPP, and Reserves Committees	$	15,000
Additional Annual Retainer to Audit Committee Members	$	2,000

Each Non-Management Director is reimbursed for out-of-pocket expenses incurred while serving as a Director, which includes hotel accommodations, meals, and airfare arising from such services.

Equity Awards to Directors

The Board compensates Directors in part through restricted stock awards (RSAs) in order to align the Directors’ and stockholders’ interests in the long-term performance of the Company. During 2021, Directors were granted RSAs under our 2017 Long-Term Incentive Plan, as amended (the 2017 LTIP), having a value of $230,000. Stock awards to Non-Management Directors are granted immediately following each Annual Meeting. These RSA shares fully vest on the first anniversary of the date of grant subject to the conditions set forth in the 2017 LTIP and applicable grant agreements. Cash dividends will accrue on these shares of restricted stock until the shares vest, at which time the dividends will be paid.

Changes in Director Compensation Structure for 2022

Our Compensation Committee periodically reviews Non-Management Director compensation and makes recommendations regarding changes to the Board. In November 2021, the Committee reviewed the overall Non-Management Director compensation program with reference to data on the director compensation for Devon’s principal competitors and other comparable companies and input from Devon’s independent compensation consultant. At that time, the Committee approved no changes in Non-Management Director compensation for 2022. Following the Company’s reinstitution of a matching gift program for Company employees in early 2022, the Committee approved participation in the program by Non-Management Directors. Under the program, the Company matches qualifying charitable contributions made by employees and Non-Management Directors. The annual limit for such matching contributions is $10,000.

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HOW WE ARE PAID (cont’d)

Total Compensation for Non-Management Directors for 2021

The following table reflects the fees earned or paid to our Directors for Board service in 2021 and the stock awards granted to our Directors in 2021.

Name	Fees Earned or Paid in Cash ($)		Stock Awards1 ($)		Total ($)
Barbara M. Baumann		117,000		230,012		347,012
John E. Bethancourt		114,750		230,012		344,762
Ann G. Fox		100,000		230,012		330,012
Robert H. Henry 2		1,983		—		1,983
Michael M. Kanovsky 2		2,275		—		2,275
Kelt Kindick		124,884		230,012		354,896
John Krenicki Jr.		101,967		230,012		331,979
Karl Kurz		98,334		230,012		328,346
Robert A. Mosbacher, Jr.		115,000		230,012		345,012
D. Martin Phillips 3		16,111		—		16,111
Duane C. Radtke		100,000		230,012		330,012
Keith O. Rattie 2		1,983		—		1,983
Mary P. Ricciardello 2		2,431		—		2,431
Valerie M. Williams		122,916		230,012		352,928

¹  The dollar amounts reported in this column represent the grant date fair values of the stock awards made to all Non-Management Directors on June 9, 2021, computed in accordance with FASB ASC Topic 718. The assumptions used to value stock awards are discussed in Note 4 – Share-Based Compensation of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. As of December 31, 2021, each of the Non-Management Directors as of such date held an unvested stock award for 7,685 shares of Devon common stock. As noted in “Equity Awards to Directors” above, dividends on the awards are not paid until shares vest.

²  Upon the closing of the Merger, Messrs. Henry, Kanovsky, and Rattie and Ms. Ricciardello resigned from the Board.

³  Mr. Phillips resigned from the Board on March 5, 2021.

Compensation Committee Interlocks and Insider Participation

Throughout 2021, the Compensation Committee was solely comprised of independent Directors with no interlocking relationships as defined by the SEC.

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OUR CONTROLS AND COMPLIANCE

AUDIT COMMITTEE REPORT

The Audit Committee is currently comprised of four independent Directors. The Board and the Audit Committee believe that the Audit Committee’s current membership satisfies the rules of the NYSE and the SEC that govern audit committee composition, including the requirement that all audit committee members be independent, as that term is defined under the listing standards of the NYSE, and the requirement that at least one member of the Audit Committee is a financial expert. The Audit Committee operates under a written charter approved by the Board of Directors, which is available at www.devonenergy.com.

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the preparation of the financial statements and the establishment and maintenance of the system of internal controls. This system is designed to provide reasonable assurance regarding the achievement of objectives in the areas of reliability of financial reporting, effectiveness and efficiency of operations, and compliance with applicable laws and regulations.

For 2021, the Audit Committee performed the following key duties:

• reviewed and discussed with management and the independent auditors the Company’s internal controls over financial reporting in accordance with the standards of the PCAOB and the audited financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, that has been filed with the SEC;

• discussed with the independent auditors the matters required to be discussed by the applicable requirements of the PCAOB and the SEC;

• discussed with the independent auditors the auditors’ independence, including the matters in the written disclosures and the letter received from the independent auditors required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence; and

• considered whether the provision of non-audit services by the independent auditors is compatible with maintaining auditor independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, that has been filed with the SEC.

Audit Committee

Valerie M. Williams, Chair

Barbara M. Baumann

Kelt Kindick

John Krenicki Jr.

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AUDIT COMMITTEE REPORT (cont’d)

Fees to Independent Auditor

Under the terms of its Charter, the Audit Committee has the responsibility to approve the fees paid to the independent auditors. For the years ended December 31, 2020, and December 31, 2021, the following fees were paid to KPMG LLP:

	2021		2020
Audit fees 1	$	3,951,500	$	2,952,500
Audit-related Fees 2		135,000		245,000
Tax fees 3		19,762		—
All other fees		—		—
Total	$	4,106,262	$	3,197,500

¹  Audit fees included services for the audits of the Company’s financial statements and the effective operation of its internal controls over financial reporting.

²  Audit-related fees consisted principally of fees for audits of financial statements of certain of the Company’s affiliates and subsidiaries.

³  Tax fees consisted of tax consulting fees related to an unclaimed property examination for certain of the Company’s subsidiaries.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, the Audit Committee pre-approves both the type of services to be provided by KPMG LLP and the estimated fees related to these services. During the approval process, the Audit Committee considers the impact of the types of services and the related fees on the independence of the auditors. The services and fees must be deemed compatible with the maintenance of the auditors’ independence, including compliance with SEC rules and regulations.

All of the 2021 and 2020 audit and non-audit services provided by KPMG LLP were approved by the Audit Committee. The non-audit services that were approved by the Audit Committee were also reviewed to ensure compatibility with maintaining the auditors’ independence, and the Audit Committee determined the auditors’ independence was not impaired.

Audit Committee Financial Expertise

The Board has determined that the Company has three audit committee financial experts (as defined by SEC regulations) serving on its Audit Committee, namely Ms. Baumann, Mr. Kindick and Ms. Williams. The Board has also determined, in accordance with NYSE listing standards, that all members of the Audit Committee are financially literate.

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AGENDA ITEM 2.

RATIFICATION OF INDEPENDENT AUDITORS FOR 2022

The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent auditing firm retained to audit the Company’s financial statements. To carry out this responsibility, the Audit Committee engages in a comprehensive annual evaluation of the independent auditor’s qualifications, performance, and independence; considers whether the auditing firm should be rotated, including the advisability and potential impact of selecting a different independent registered public accounting firm and adopting a policy of regular rotation; and negotiates the audit fees associated with the Company’s retention of the independent auditing firm. The Audit Committee has selected KPMG LLP (KPMG) to serve as our independent auditing firm for 2022.

In accordance with SEC rules and KPMG policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide service to our Company. For lead and concurring audit partners, the maximum number of consecutive years of service in that capacity is five years. The selection of the Company’s lead audit partner pursuant to this rotation policy involves a rigorous process, including interviews of potential audit partner candidates with the Audit Committee.

The Audit Committee and the Board believe that the continued retention of KPMG as our independent registered public accounting firm is in the best interest of the Company and our stockholders. In furtherance of its commitment to corporate governance practices, the Board is asking our stockholders to ratify the selection of KPMG as our independent registered public accounting firm for 2022. In the event that our stockholders fail to ratify the selection of KPMG, the Audit Committee will consider the selection of a different independent auditing firm for 2023.

Representatives of KPMG will be present at the Annual Meeting to answer appropriate questions. They also will have the opportunity to make a statement if they desire to do so.

Our Board of Directors recommends that stockholders vote

“FOR” the ratification of KPMG LLP as our independent auditors for 2022

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RESERVES COMMITTEE REPORT

The Reserves Committee is currently comprised of five independent Directors and operates under a written charter approved by the Board of Directors, which is available at www.devonenergy.com. The Reserves Committee oversees, on behalf of the Board, the integrity of the Company’s oil, natural gas, and natural gas liquids reserves data. Management and our independent engineering consultants have the primary responsibility for the preparation of the reserves reports. In connection with its oversight responsibilities, the Reserves Committee reviewed with management the internal procedures relating to the disclosure of reserves in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, having regard to industry practices and all applicable laws and regulations.

For 2021, the Reserves Committee:

• approved LaRoche Petroleum Consultants, Ltd. as the Company’s independent engineering consultant for the year ended December 31, 2021;

• reviewed with the independent engineering consultant the scope of the annual review of the Company’s reserves;

• met with the independent engineering consultant, with and without management, to review and consider the evaluation of the reserves and any other matters of concern with respect to the evaluation of the reserves;

• reviewed and approved any statement of reserves data or similar reserves information, and any report of the independent engineering consultants regarding such reserves to be filed with any securities regulatory authorities or to be disseminated to the public;

• reviewed the internal procedures relating to the disclosure of reserves; and

• reviewed the qualifications and independence of the independent engineering consultant prior to their appointment and throughout their engagement.

Based on the reviews and discussions referred to above, the Reserves Committee recommended to the Board that the reserves information be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, that has been filed with the SEC.

Reserves Committee

John E. Bethancourt, Chair

John Krenicki Jr.

Karl F. Kurz

Duane C. Radtke

Valerie M. Williams

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OUR COMPANY

WHO WE ARE

Our Officers

Information concerning our executive officers is set forth below. Information concerning Richard E. Muncrief, our President and Chief Executive Officer, is set forth under the caption “Our Nominees for Election.”

Dennis C. Cameron, Executive Vice President and General Counsel

Mr. Cameron, 59, was appointed executive vice president and general counsel in January 2021 following the Merger. He is responsible for Devon’s legal and public and government affairs functions. Cameron most recently served as executive vice president and general counsel of WPX. He joined WPX in 2012, previously serving as senior vice president and general counsel, vice president and deputy general counsel, and assistant general counsel. Cameron has over 25 years of legal experience. He began his career in 1987 at GableGotwals, a private, full-service firm he was with until joining WPX. Cameron is a member of the Oklahoma, Texas, Tulsa County and American Bar associations, as well as the Foundation for Natural Resources and Energy Law (f/k/a Rocky Mountain Mineral Law Foundation). He holds a bachelor’s degree in mechanical engineering and a law degree, both from the University of Oklahoma.

Tana K. Cashion, Executive Vice President Human Resources and Administration

Ms. Cashion, 50, was appointed to the position of executive vice president of human resources and administration in 2022. She is responsible for human resources and multiple administrative functions. Cashion joined Devon in 2005 and has held roles of increasing responsibility, including senior vice president of human resources and administration. Before joining Devon, Cashion worked in the retail, wholesale, and tourism industries. She has a bachelor’s degree in political science from Pepperdine University and a master’s degree in business administration from the University of Oklahoma.

Clay M. Gaspar, Executive Vice President and Chief Operating Officer

Mr. Gaspar, 50, was appointed executive vice president and chief operating officer in January 2021 following the Merger. He is responsible for Devon’s geosciences, reservoir, production, drilling, completions, facilities, field operations, environmental, health and safety, and ESG functions. Gaspar most recently served as president and chief operating officer of WPX and served on the company’s board of directors. He joined WPX in 2014, previously serving as senior vice president and chief operating officer and senior vice president of operations and resource development. Prior to joining WPX, he worked for Newfield Exploration, Anadarko Petroleum, and Mewbourne Oil serving in a number of technical and leadership roles. Gaspar is a registered professional engineer and a member of the Society of Petroleum Engineers. He holds a bachelor’s degree in petroleum engineering from Texas A&M University and a master’s degree in petroleum and geosciences engineering from the University of Texas.

David G. Harris, Executive Vice President and Chief Corporate Development Officer

Mr. Harris, 48, was appointed to the position of executive vice president and chief corporate development officer in January 2021. Harris is responsible for Devon’s business development, land, and technology functions. Prior to the Merger, he served as executive vice president of exploration and production responsible for all of Devon’s business units, as well as land, technology, subsurface, and environment, health and safety groups. He

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WHO WE ARE (cont’d)

has previously served as senior vice president of exploration and production, senior vice president of business development, vice president of corporate finance and treasurer, and as associate general counsel. Harris has been with Devon since 2007. Prior to joining Devon, he was a partner in the Dallas office of Thompson & Knight LLP, specializing in corporate and securities matters. Harris holds a bachelor’s degree from the University of Tulsa and a law degree from the University of Oklahoma.

Jeffrey L. Ritenour, Executive Vice President and Chief Financial Officer

Mr. Ritenour, 48, was appointed to the position of executive vice president and chief financial officer in April 2017. Ritenour is responsible for Devon’s corporate finance, treasury, planning, reserves, accounting, tax, internal audit, investor relations, marketing, and supply chain functions. He has been with Devon since 2001, serving in various leadership roles, most recently as senior vice president of corporate finance, investor relations, and treasury. Before joining Devon, Ritenour was with Ernst & Young in Dallas. He is a certified public accountant and holds a bachelor’s degree in accounting and a master’s degree in business administration, both from the University of Oklahoma.

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AGENDA ITEM 3.

APPROVE, IN AN ADVISORY VOTE, EXECUTIVE COMPENSATION

In accordance with Section 14A of the Securities Exchange Act of 1934, we are asking our stockholders to vote to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement. At the 2017 Annual Meeting, you approved our proposal to provide you with this opportunity on an annual basis. This vote is not intended to address any specific item of compensation, but rather our overall compensation policies and practices relating to our named executive officers as disclosed in our Compensation Discussion and Analysis, the Summary Compensation Table, and other related tables and narrative disclosure. Accordingly, we will ask our stockholders to vote “FOR” the following resolution at the 2022 Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2022 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2021 Summary Compensation Table and the other related tables and narrative disclosure.”

This vote, normally called a “say-on-pay” vote, is advisory, and therefore not binding on the Company, the Compensation Committee, or the Board. The Board will, however, as it has in prior years, take into account the outcome of the vote when considering future compensation arrangements.

Our Board of Directors recommends that stockholders vote

“FOR” the approval, on an advisory basis, of the compensation of our named executive officers.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Introduction	36
Purpose of Compensation Discussion and Analysis	36
Named Executive Officers	36
CEO Transition	36
Departure of Officer	37
Executive Summary	37
Compensation Philosophy and Objectives	37
2021 Company Performance Highlights and the Impact on Compensation	38
Response to Stockholder Feedback	38
What Devon Does and Doesn’t Do	40
Elements of 2021 Compensation	41
Overview of 2021 Pay Decisions	41
Base Salary	42
Annual Performance Cash Bonus	42
2022 Company Performance Scorecard	45

Long-Term Incentives	45
Impact of the Merger on Executive Compensation	48
Compensation Process Background	49
Role of the Committee	49
Role of the Compensation Consultant	50
Use of Peer Groups	50
Tally Sheet Review	51
Additional Benefits and Compensation Information	51
Retirement Benefits	51
Other Benefits	52
Post-Termination or Change-in-Control Benefits	52
Stock Ownership Guidelines	53
Pledging and Hedging Guidelines	53
Compensation Program and Risk-Taking	53
Policy for Recovery of Compensation (Clawback Policy)	54

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EXECUTIVE COMPENSATION (cont’d)

Introduction

Purpose of Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) outlines Devon’s compensation philosophy and describes the material components of the Company’s executive compensation program for its named executive officers (NEOs). This CD&A also summarizes decisions the Compensation Committee of the Board of Directors (the Committee) made under the program for 2021. Additional information about the compensation of the NEOs is provided in the 2021 Summary Compensation Table and other tables that follow this CD&A.

Named Executive Officers

The NEOs for 2021 are the following individuals:

Executive	Position
Richard E. Muncrief	President and Chief Executive Officer
David A. Hager	Executive Chair, Board of Directors; Former President and Chief Executive Officer
Jeffrey L. Ritenour	Executive Vice President and Chief Financial Officer
Clay M. Gaspar	Executive Vice President and Chief Operating Officer
David G. Harris	Executive Vice President and Chief Corporate Development Officer
Tana K. Cashion	Senior Vice President Human Resources and Administration
Lyndon C. Taylor	Former Executive Vice President and Chief Legal and Administrative Officer

Messrs. Muncrief and Gaspar became executive officers in conjunction with the Merger. In connection with the Merger, the Company entered into employment letter agreements with each of David A. Hager, Richard A. Muncrief, and Clay M. Gaspar to address their roles and terms of employment with the combined company subject to and effective upon the closing of the Merger. Pursuant to such employment letter agreements, Messrs. Muncrief and Gaspar acknowledged and agreed that the matters addressed in the respective employment letter agreements did not constitute grounds for “Good Reason” protections pursuant to their respective Amended and Restated Change-in-Control Severance Agreements and any other compensation arrangement with WPX. Further highlights of executive transitions in 2021 are included in the sections that follow.

CEO Transition

Mr. Muncrief was appointed President and Chief Executive Officer of the Company at the date of the Merger. Per the terms set forth in his employment agreement, Mr. Muncrief’s 2021 target compensation was comprised of an annual base salary of $1,100,000, a target annual bonus opportunity of 120% of base salary, and an annual long-term incentive target of $8,750,000, the same for his role as Chairman and CEO of WPX in 2020. At its January 2021 meetings, the Committee reviewed Mr. Muncrief’s target compensation and made no changes.

Mr. Hager served as President and Chief Executive Officer for the portion of 2021 prior to the Merger and transitioned to Executive Chair of the Board of Directors upon the Merger. As a result of his change in role from President and CEO to Executive Chair of the Board, his target compensation was reduced by 78% to $2,500,000. The components of Mr. Hager’s compensation as Executive Chair of the Board are an annual base salary rate of $1,000,000, a target annual bonus opportunity of 75% of base salary, and a long-term incentive target of $750,000.

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EXECUTIVE COMPENSATION (cont’d)

Departure of the Company’s Executive Vice President and Chief Legal & Administrative Officer

Upon the closing of the Merger, Mr. Taylor no longer served as the Company’s Executive Vice President and Chief Legal & Administrative Officer. Mr. Taylor continued with the Company in a special advisory capacity for a transition period through the second quarter of 2021. As further detailed in his Employment Agreement with the Company, Mr. Taylor was entitled to severance benefits associated with his termination. Although Mr. Taylor served as an executive officer for only six days of 2021, SEC rules require Devon to include him as a NEO in this CD&A. The Summary Compensation Table and other tables that follow this CD&A reflect Mr. Taylor’s compensation for 2021 prior to his departure and the severance package he received upon his departure. Mr. Taylor was not part of the Committee’s year-end performance and pay decision-making processes. Therefore, minimal references are made to Mr. Taylor in this CD&A.

Executive Summary

Compensation Philosophy and Objectives

Devon was formed in 1971 and has been publicly held since 1988. Since 2010, the Company has successfully transitioned to a liquids- rich (oil and natural gas liquids), higher-margin, onshore North American production base and continues to transform its organizational structures and processes to allocate capital investments to the Company’s most promising assets. On January 7, 2021, Devon and WPX completed an all-stock merger of equals. WPX was an oil and gas exploration and production company with assets in the Delaware Basin in Texas and New Mexico and the Williston Basin in North Dakota. The Merger enhanced the scale of the Company’s operations and built a leading position in the Delaware Basin. Devon is committed to delivering strong returns on its investments through a dynamic culture focused on innovation, safety, operational excellence, environmental stewardship, and social responsibility. The Company focuses its business on generating positive operating returns by managing a premier asset portfolio, delivering superior execution, and exercising discipline in Devon’s capital allocation. Devon also maintains a strong commitment to financial strength and flexibility through all commodity price cycles, as reflected in the Company’s investment grade credit ratings.

The success of Devon’s strategy is founded on a pay-for-performance compensation philosophy intended to motivate near-term operational and financial success as well as long-term stockholder value creation. The Committee utilizes a range of quantitative and strategic measures to evaluate performance, increasing the rigor of the associated goals and evolving the measures as appropriate. Overall, an executive officer’s total compensation is weighted in favor of long-term incentives to emphasize value creation and stockholder alignment.

The objectives of Devon’s compensation program are to:

• motivate and reward executives to drive and achieve the Company’s goal of increasing stockholder value;

• allocate incentives for the achievement of near-term and long-term objectives, in a manner that motivates executives to take measured and appropriate risk; and

• attract and retain highly trained, experienced, and committed executives who have the skills, education, business acumen, and background to create value in a large and diversified oil and gas business.

The primary components of Devon’s executive compensation program are base salary, a performance bonus, and long-term incentives (LTI). The Committee generally targets each component, as well as the aggregate of the components, at approximately the 50th percentile of the Company’s peer group.

Individual compensation levels may vary from these targets based on performance, expertise, experience, responsibilities, or other factors unique to the individual’s role within the Company. The Committee also provides retirement and other benefits typical for Devon’s peer group.

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EXECUTIVE COMPENSATION (cont’d)

2021 Company Performance Highlights and the Impact on Compensation

In 2021, Devon marked its 50^th anniversary in the oil and gas business and its 33^rd year as a public company. On January 7, 2021, the Company completed its transformational Merger with WPX, which nearly doubled the size and scale of Devon’s oil production while further strengthening its leadership team, the quality of its portfolio of assets, and its balance sheet. The Merger created a leading unconventional oil producer in the U.S., with an asset base underpinned by premium acreage in the economic core of the Delaware Basin. This successful strategic shift was matched by excellent performance on most of the Company’s financial and operational goals. In addition, commodity prices strengthened throughout 2021 which significantly improved the Company’s earnings and cash flow generation. The actions taken and leadership provided by the executives during 2021 led to strong operational and financial results for Devon.

The Company’s accomplishments in 2021 are illustrated by the following highlights:

Operational and financial achievements

• Devon’s 2021 production totaled 572 MBoe/d, exceeding the Company’s plan by 2%;

• the Company exited 2021 with $5.3 billion of liquidity, including $2.3 billion of cash, with minimal near-term debt maturities;

• during 2021, the Company (i) redeemed approximately $1.2 billion of senior notes and (ii) generated $4.9 billion of operating cash flow;

• the Company established robust environmental performance targets focused on reducing the carbon intensity of its operations;

• Devon achieved approximately $600 million in annual cost savings during 2021; and

• the Company authorized a $1.0 billion share repurchase program in 2021, representing 4% of outstanding shares at the time of announcement, and repurchased approximately 14 million shares in the fourth quarter of 2021 for approximately $589 million or $42.15 per share.

Total stockholder return

• Devon’s share price achieved the highest total shareholder return (TSR) of any stock (196%) in the S&P 500 Index during 2021;

• including variable dividends, the Company paid dividends of approximately $1.3 billion during 2021 and declared $663 million of dividends to be paid in the first quarter of 2022; and

• Devon finished the year with the highest TSR in its performance peer group for the one-year period during 2021 (196%) and the three-year period 2019-2021 (122%).

Response to Stockholder Feedback

Devon has a strong record of conducting investor outreach throughout each year to ensure that management and the Board understand the compensation issues that matter to Devon’s stockholders. During 2021, the Company contacted the majority of its top 100 largest stockholders and interacted with many other stockholders outside of that group. The Company also met with representatives of approximately 50 investors. The Committee reviews the feedback resulting from these outreach efforts. Devon also considers the results of the most recent advisory vote on executive compensation by Devon’s stockholders, which for 2021 reflected that approximately 94% of voting stockholders voted “for” Devon’s executive compensation in 2020.

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EXECUTIVE COMPENSATION (cont’d)

Five recent changes made by the Company based upon stockholder feedback are discussed in more detail throughout this CD&A and are listed below. For a more detailed description of Devon’s history of stockholder outreach, see prior Proxy Statements.

• The percent of LTI granted with performance requirements was increased in 2021 to 60% compared to 50% in 2020 (page 47);

• To bring wider industry context to the Devon executive compensation package, the S&P Midcap 400 Index was added as a peer for the purposes of determining relative TSR performance of the Performance Share Units (PSUs) granted in 2021 (page 46);

• A payout cap was added to the PSUs granted in 2021 so that the maximum payout in the case of a performance period with negative TSR will be 100% of target without respect to how Devon’s TSR finishes the performance period compared to that of peer companies (page 46);

• The scorecard used to evaluate 2021 Company performance has fewer measures than that of prior years, is more focused on financial and operational performance, and features measures of a more quantitative nature (page 43); and

• At the request of stockholders, Devon is disclosing its prospective 2022 scorecard (page 45), 15% of which is attributable to emissions reduction.

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EXECUTIVE COMPENSATION (cont’d)

What Devon Does and Doesn’t Do

Good Compensation Governance Practiced by Devon

✓ Award Performance-Based LTI—The Company awards 60% of NEO LTI in the form of PSUs tied to TSR. A 100% of target payout on PSUs requires TSR that exceeds the peer group median.

✓Utilize a Quantitative Process for Performance Bonuses—The goals, their weightings, thresholds, and maximums are determined at the beginning of the year. At the end of the year, the Committee evaluates performance on the goals, assigning each a score between 0% and 200%. The total performance score is determined by multiplying each goal’s score by its weighting and aggregating.

✓Tie Realizable Pay Opportunities to Company Performance—The Committee regularly reviews the realizable pay of the President and CEO and other executive officers in light of Company performance. This has resulted in pay that aligns with Company performance.

✓ Require Executives to Hold Devon Stock—Board-adopted guidelines establish robust minimum stock ownership levels for the executive officers.

✓ Provide for Clawback of Compensation—Pursuant to a Board-adopted policy, the Committee may claw back performance bonuses and LTI if the Company restates its financial statements.

✓ Dialog to Promote Continuous Improvement—On an annual basis, the Committee conducts in-depth, confidential, one-on- one interviews with each executive officer, which is a highly effective tool in the Committee’s oversight of the executive compensation program.

Controversial Compensation Governance Not Practiced by Devon

☒  Enter into Egregious Employment Agreements—The Company does not enter into contracts containing multi-year guarantees of salary increases or non-performance-based bonuses or equity compensation.

☒  Allow Excessive Severance Benefits and/or Liberal Change-in-Control Payments—Employment agreements do not provide cash payments that exceed three times base salary plus target/average/last paid bonus; do not contain liberal change-in- control definitions; and, do not provide severance payments without job loss (i.e., no “single trigger” cash severance or equity vesting solely with a change-in-control).

☒  Allow Risky Transactions in the Company’s Stock—Company policy prohibits the executives from engaging in short-term or speculative transactions or hedging or pledging Devon’s common stock.

☒  Reprice or Replace Underwater Options—The Company does not reprice or replace underwater stock options.

☒  Permit Abusive Perquisites Practices—Perquisites made available to the executives are limited.

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EXECUTIVE COMPENSATION (cont’d)

Elements of 2021 Compensation

Overview of 2021 Pay Decisions

A strong majority of the Company’s overall executive compensation is delivered through performance bonuses and LTI awards, each of which correlate with Company performance. The Committee considered incentive compensation for 2021 at two different times. At the January 2021 meetings, the Committee considered 2021 LTI grants and salary increases. At the Committee’s January 2022 meeting, the Committee considered the award of 2021 performance bonuses.

As illustrated below, compensation decisions made by the Committee resulted in awards heavily weighted toward TSR and achievement of other 2021 Company performance measures. Approximately 91% of the value of total direct compensation awarded to the President and CEO, and an average of approximately 83% of the value of total direct compensation awarded to the other NEOs, was delivered through performance bonuses and LTI.

Each year, the Committee refers to the following factors in considering any compensation decisions for the NEOs:

• Company performance in relation to goals pre-approved by the Committee and the Board, including the Company’s TSR performance as compared to peers;

• each NEO’s individual performance during the year, including the performance of the business or organizational unit for which the officer is responsible;

• Devon’s pay-for-performance compensation philosophy and objectives (see section Compensation Philosophy & Objectives on page 37);

• input from the Compensation Consultant (see section titled “Role of Compensation Consultant” on page 50 for additional information);

• the Committee’s review of competitive market data provided by the Compensation Consultant; and

• the President and CEO’s recommendations with respect to the compensation of the other NEOs.

The Committee regularly reviews the above-listed factors when considering compensation decisions and from time-to-time changes or supplements its analysis with other factors.

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EXECUTIVE COMPENSATION (cont’d)

Base Salary

Base salary typically represents a smaller portion of total executive compensation than the combination of long-term incentives and performance bonus, which vary year-to-year based on performance. Competitive salaries, however, are vital to ensuring that the Company attracts and retains executives who have a combination of business acumen, significant industry experience, and length of service with the Company. In evaluating salary levels each year, the Committee generally considers the following factors:

• the competitive position of the executive’s base salary compared to similarly situated executives at peer companies;

• the scope of responsibility, experience, and tenure of the executive and the executive’s potential to take on greater or different responsibilities; and

• the Company’s cost structure.

Based on the foregoing considerations, the Committee did not consider any NEO salary increases at its January 2021 meetings. With respect to Mr. Hager, his salary reduction following the Merger reflected his change in roles and responsibilities as the Executive Chair of the Board. The Summary Compensation Table’s entries for “Salary” reflect the base salary received by the NEOs during 2021 from Devon. Those entries may be different than the rates listed below due to salary changes taking effect after the start of 2021 or the exclusion of pre-Merger compensation from the Summary Compensation Table, in alignment with applicable regulations.

Executive2	Annual Salary in Effect on Prior to the Merger1		2021 Annual Salary Rate Set Upon/After the Merger1		% Change
Richard E. Muncrief	$	1,100	$	1,100		0.0	%
David A. Hager	$	1,275	$	1,000		-21.6	%
Jeffrey L. Ritenour	$	620	$	620		0.0	%
Clay M. Gaspar	$	620	$	620		0.0	%
David G. Harris	$	610	$	610		0.0	%
Tana K. Cashion	$	375	$	375		0.0	%

¹ Dollar amounts shown in thousands.

² Mr. Taylor was not eligible for a salary increase in 2021.

Annual Performance Cash Bonus

In awarding performance bonuses, the Committee uses a formula that establishes a performance-bonus target for each NEO based on a percentage of his or her base salary. In establishing performance-bonus targets, the Committee considers industry benchmarks for the relevant officer position as well as the scope of responsibility associated with the position. For 2021, performance-bonus targets for NEOs ranged from 60% to 120% of base salary rate.

Performance-bonus payouts depend on the Company’s performance in relation to the structured and measurable goals approved by the Board at the beginning of the year and the individual executive’s contributions to the achievement of those goals. The goals were selected because they are critical to the

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Company’s near-term performance, its prospects for sustainable growth in returns, and the creation of long-term value for the Company and its stockholders.

The table below provides detail on the Company’s performance on the goals set for 2021. As reflected in the table, the Committee assigns a separate weighting to each performance measure in order to reflect the relative importance of those areas for the year. The Committee aggregates the weighted performance score for each measure to arrive at an overall Company performance score.

The process for determining performance bonuses relies on Company performance measures and the application of set formulas to arrive at the bonus amounts. However, the Committee maintains the authority to adjust the amount of an executive’s performance bonus within the range of the bonus pool (0% to 200% of target) based upon individual contributions, market conditions, or other factors. The Committee made no such adjustments for 2021.

Measure	Threshold		Goal		Maximum		Outcome		Weight		Score4		Weighted     Score
Free Cash Flow1 ($, Millions)	$	500	$	1,000	$	1,500	$	3,024		20%		200%		40.0%
Cash Return on Capital Employed (CROCE)1, 2		15%		20%		25%		39%		20%		200%		40.0%
Total Capital Expenditures1 ($, Millions)	$	2,000	$	1,900	$	1,800	$	1,991		10%		55%		5.5%
Total Oil and Gas Production (MBOE/day)		500		530		560		572		10%		200%		20.0%
ESG/EHS – Flaring Intensity Reduction3		N/A		1.9%		N/A		0.94%		20%		158%		31.6%
		Explanation: volume of gas flared divided by volume of gas produced
ESG/EHS – Increase in Voluntary LDAR Surveys3		N/A		49%		N/A		67%
		Explanation: percent of facilities voluntarily inspected/ surveyed. When including facilities that require surveying by applicable governmental regulation, the outcome is 78%.
ESG/EHS – Reduction of Spill Rate3		N/A		55		N/A		63.7
		Explanation: barrels of liquid spilled per 1,000,000 barrels of liquid transported
ESG/EHS: SIF Event Reduction3		N/A		0.12		N/A		0.07
		Explanation: number of SIF events experienced per 200,000 employee hours worked
ESG/EHS — Utilization of SIF Learnings3		N/A		100%		N/A		100%
		Explanation: percent of events that are investigated in a timely manner and for which lessons are shared throughout the organization to prevent future occurrences
ESG/EHS – Community Giving		Goal: Enhance STEM education for 20,000 Students | Outcome: 80,200 students impacted Goal: Positively Impact 450 teachers through STEM efforts | Outcome: 1,350 teachers impacted Goal: Serve 150 non-profits through Give-for-Good charitable Campaign | Outcome: 1,000+ organizations served
Merger Integration & Strategic Initiatives		Achieve Significant Momentum for Devon by: 1) delivery of the Merger’s announced synergies; 2) establishment and communication of new corporate strategy, Company values, cultural aspirations; 3) creation of “best-of” critical Merger touchpoints and technology; 4) survey of employees and implementing of feedback received; and 5) evaluation of potential commercial opportunities related to energy transition.								20%		200%		40.0%
Total5														177%

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EXECUTIVE COMPENSATION (cont’d)

The Committee awarded performance bonuses commensurate with the superior overall performance of the Company reflected by results on the performance scorecard. The Company substantially outperformed the targets on all 2021 goals for the performance scorecard, with the exception of results on Total Capital Expenditures, which fell between the Company’s established threshold and target goal. In assessing 2021 performance, the Committee scored the Company highest on its financial goals, Free Cash Flow and Cash Returned on Capital Employed. During their discussions, the Committee noted the Company’s outstanding performance against challenging ESG and EHS goals. They further noted that disciplined execution by the Company’s leadership team was rewarded by the market with Devon’s share price achieving the highest return of any stock in the S&P 500 Index during 2021.

¹  The financial results considered by the Committee when determining the performance cash bonuses were based on the Company’s best reasonable estimates available at that time. Although the actual results varied from such estimates in certain instances, none of the variances were material in amount or significance. These financial measures are not calculated in accordance with GAAP. Please refer to Appendix A for additional information regarding these financial measures, including reconciliations to their most directly comparable GAAP measure.

²  CROCE is a measure of the Company’s capital efficiency. The target of the goal, 20%, has been maintained on Devon’s scorecard for several years because it is an aggressive target for capital intensive industrial companies such as Devon. Additionally, the Board has determined it is an appropriate target for the full pricing cycle to which Devon is subject as a producer of commodity products. Each year the measure and goal is evaluated to determine whether these assumptions are still appropriate.

³  Further explanation on ESG/EHS Goals: LDAR is an acronym for Leak Detection & Repair; the liquids referred to in Spill Rate measure are oil, produced water and recycled water; SIF is an acronym for Serious Incidents or Fatalities; and the goals were set without thresholds and maximums and are evaluated through a combination of extrapolation and qualitative methods.

⁴  Outcomes that fall below the Threshold are scored at 0%; Outcomes between Threshold and Goal are scored between 50% and 100%; Outcomes between Goal and Maximum are scored between 100% and 200%; Outcomes that exceed the Maximum are scored at 200%.

⁵  The Committee elected to round down the sum of the Weighted Scores from 177.1% to 177%.

The following table outlines the calculations made for the bonuses awarded to NEOs for 2021¹:

Executive3	2021 Salary2			Performance Bonus Target			Company Performance Score After Application of Discretion				Process Determined Performance Bonus Amount
Richard E. Muncrief	$	1,100			120%						$	2,336.4
David A. Hager	$	1,000			75%						$	1,327.5
Jeffrey L. Ritenour	$	620	X		90%	X		177	%	=	$	987.7
Clay M. Gaspar	$	620			100%						$	1,097.4
David G. Harris	$	610			90%						$	971.7
Tana K. Cashion	$	375			60%						$	398.3

¹  All dollar amounts in thousands.

²  Mr. Hager’s annual base salary rate was effective January 7, 2021. All other annual base salary rates were in effect as of December 31, 2020 and continued throughout 2021.

³  Mr. Taylor was not eligible for a 2021 performance bonus.

Please note that the Summary Compensation Table’s entries for Non-Equity Incentive Plan Compensation in 2021 reflect the annual performance bonuses listed under the column above titled “Process Determined Performance Bonus Amount.”

The Committee did not make any individual adjustments for the 2021 NEO performance bonus amounts.

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EXECUTIVE COMPENSATION (cont’d)

2022 Company Performance Scorecard

For further transparency, Devon’s Board decided to proactively disclose a summary of the Company’s anticipated 2022 performance scorecard. The scorecard, summarized below, will be used to analyze Company performance for 2022 and to award executive performance bonuses.

Measure	Weight
Free Cash Flow (FCF)		25	%
Cash Return on Capital Employed (CROCE)		25	%
Emissions Reduction		15	%
ESG & Community Engagement		15	%
Total Capital Expenditures		10	%
Total Oil & Gas Production		10	%

Relative to the 2021 Scorecard, the 2022 scorecard features:

• an increased weighting of financial measures (FCF and CROCE) from 2021’s combined 40% total to 50% in 2022;

• a standalone Emissions Reduction goal in 2022 with 15% weighting, compared to a 2021 emissions goal that made up a portion of the 2021 ESG/EHS goal weighted 20%; and

• the same weighting for Total Capital and Total Production in 2022 as 2021.

Long-Term Incentives

A key element of Devon’s compensation program is to align pay and performance by rewarding executive officers for long-term strategic accomplishments and enhancement of long-term stockholder value through equity-based incentives that vest over an extended period of time. LTI compensation plays an essential role in attracting and retaining executive officers and aligns their interests with the long-term interests of Devon’s stockholders.

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EXECUTIVE COMPENSATION (cont’d)

The following table describes the purpose and structure of the LTI granted to the NEOs at the Committee’s meetings to set 2021 executive compensation:

Restricted Stock Awards (RSAs)

Purpose:

Awards of RSAs foster long-term stock ownership, strengthen alignment with stockholders, and promote executive retention during the vesting period.

Additional Details:

Devon grants RSAs that vest ratably over four years, 25% on each anniversary of the grant date.

Performance Share Units (PSUs)

Purpose:

Awards of PSUs encourage executives to make decisions and take actions that promote Company performance and long-term stockholder return.

Additional Details:

•  Executives may earn between 0% and 200% of the shares underlying the grant based on the Company’s TSR relative to peer companies¹ over a three-year performance period (January 1, 2021 through December 31, 2023).

•  Payout will be determined as of the end of the performance period. The grid below further details the relationship between relative performance and payout levels.

•  Executives may earn the targeted number of shares (100%) only if the Company’s TSR outperforms that of at least half of peers (6^th relative position or higher).

•  Without respect to Devon’s relative TSR position, executives may earn no more than the targeted number of shares (100%) if the Company’s TSR is negative during the performance period.

PSU Payout Schedule
Devon’s Relative TSR Position	1st,  2nd	3rd	4th	5th	6th	7th	8th	9th	10th	11th,12th
% of Shares Earned	200%	175%	150%	125%	100%	88%	75%	63%	50%	0%

¹  The peer companies used for comparison for the PSU grants selected in January 2021 at the time the grant was approved. The peers are APA Corporation, Cabot Oil & Gas Corporation, Cimarex Energy Co., ConocoPhillips, Continental Resources, Inc., Diamondback Energy, Inc., EOG Resources, Inc., Marathon Oil Corporation, Ovintiv Inc., Pioneer Natural Resources Company, and the S&P Midcap 400 Index.

At its January 2021 meetings, the Committee determined that the 2021 awards of LTI should continue the past practice of establishing a target approximating the 50th percentile compared to peers. The Committee further determined that the pursuit of strategic Company goals and creation of stockholder value would best be promoted by linking 60% of the LTI awarded for the 2021 year to Company performance (PSUs) and 40% to long-term stock ownership (RSAs), thereby strengthening the alignment between interests of executives and stockholders. Accordingly, the two types of LTI granted to NEOs were PSUs and time-based restricted stock awards (RSA), respectively. In 2021, the value of the grants made to NEOs other than Mr. Hager was the same

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as each received in 2020. The grant to Mr. Hager was decreased from that of the prior year in recognition of his change in responsibility from President and CEO to Executive Chair of the Board.

LTI Granted in 2021¹

Executive4	Item2		Target Performance Share Units3		Restricted Stock		Total
Richard E. Muncrief		Shares		266,093		177,395		443,488
		Value	$	5,250		$3,500	$	8,750
David A. Hager		Shares		22,808		15,206		38,014
		Value	$	450		$300	$	750
Jeffrey L. Ritenour		Shares		76,027		50,685		126,712
		Value	$	1,500		$1,000	$	2,500
Clay M. Gaspar		Shares		115,561		77,041		192,602
		Value	$	2,280		$1,520	$	3,800
David G. Harris		Shares		76,027		50,685		126,712
		Value	$	1,500		$1,000	$	2,500
Tana K. Cashion		Shares		33,452		22,302		55,754
		Value	$	660		$ 440	$	1,100

¹  Dollar amounts shown in thousands.

²  For each NEO, the Committee first determines the total value of LTI to be awarded then divides the total value between 60% PSUs and 40% RSAs and (based on the closing price of the Company stock as of the grant effective date), rounding up to the next whole share if needed.

³  In accordance with applicable accounting requirements, Devon uses a different valuation method in the Summary Compensation Table (in this case, a Monte Carlo simulation) for PSUs than in this table. The Monte Carlo simulation for PSUs, when valued for purposes of inclusion in next year’s Summary Compensation Table as compensation for 2021, requires Devon to assign a higher value per unit than the closing price of the Company’s stock as of the grant approval date.

⁴  Mr. Taylor was not eligible for an LTI grant in 2021.

Additionally, at its January 2022 meetings, the Committee certified that the Company achieved the highest TSR out of a 12-company peer group for the three-year period associated with the PSUs granted in February of 2019 with a performance period that ended December 31, 2021. Pursuant to the grant’s applicable terms and conditions, 200% of the grants’ target number of shares vested for Messrs. Hager, Ritenour, Harris, and Ms. Cashion. Messrs. Muncrief and Gaspar were not recipients of this grant. Further information about this grant is provided in the “Outstanding Equity Awards at Fiscal Year End” table below and corresponding footnotes.

The following table shows the full history of completed PSU grants for Devon’s CEO. The value earned by the CEO is tightly aligned with the long-term shareholder experience. This relationship is illustrated by the following table, including in the “Total” row of the table highlighting the 10-year TSR of -10.8% and the CEO PSU “Gain or loss” of -16.7% relative to target.

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CEO PSUs: Tight Alignment with the Long-Term Shareholder Experience
PSU Performance Period1	Target Value2,3		Performance Period TSR4			Relative TSR Performance Position5		% of Target Shares Earned6			Gain or Loss from Target Value Due to Performance2,7		Gain or Loss as a Percent of Target Value8
2019-21	$	4,250		122.1	%		1 of 12		200	%	$	10,469		246.3	%
2018-20	$	4,250		-58.6	%		8 of 15		90	%	-$	2,560		-60.2	%
2017-19	$	4,250		-41.4	%		11 of 15		60	%	-$	2,792		-65.7	%
2016-18	$	4,250		-27.5	%		13 of 15		0	%	-$	4,250		-100.0	%
2015-17	$	4,499		-29.5	%		9 of 15		80	%	-$	1,936		-43.0	%
2014-16	$	4,663		-22.5	%		6 of 15		100	%	-$	1,160		-24.9	%
2013-15	$	4,499		-35.4	%		7 of 15		120	%	-$	1,215		-27.0	%
2012-149	$	3,333		2.9	%		10 of 15		35	%	-$	2,236		-67.1	%
Total10	$	33,995		-10.7	%		~8 of 15		85.6	%	-$	5,681		-16.7	%

¹  The CEOs receiving these grants were David A. Hager (PSUs beginning in 2016-2019) and John Richels (PSUs beginning in 2012-2015).

²  All dollar amounts in thousands.

³  The grant’s target number of shares multiplied by the closing price on the grant date. For the 2016-2018 grant, the Committee diminished the grant’s shares by approximately 1/3 to limit dilution.

⁴  This column reflects the percent change in Devon stock price during the performance period inclusive of reinvested dividends.

⁵  This column reflects the position of Devon’s TSR for the performance period relative to the peer group when sorted highest to lowest.

⁶  The “% of Target Shares Earned” is the percent of target shares paid out as determined by relative TSR and, if applicable, other provisions of the grant such as limitation on payout in the case of a performance period with negative TSR.

⁷  The “Gain or Loss from Target Value Due to Performance” is the number of shares earned multiplied by the closing price on the last day of the performance period less the “Target Value”.

⁸  This column reflects the “Gain or Loss From Target Value Due to Performance” divided by the “Target Value”.

⁹  Pursuant to this grant’s terms, half of the target shares underlying this grant were determined to be earned at 0% based on TSR for the two-year period 2012- 2013, half were determined to be earned at 70% based on the TSR for the three-year performance period 2012-2014.

¹⁰  The Total for “Performance Period TSR” is for the period from December 31, 2011 to December 31, 2021. “Relative TSR Performance Position” is the average Devon-ending position for the nine PSU grants and the average number of companies whose TSR is being compared for each grant.

Impact of the Merger on Executive Compensation

On January 7, 2021, Devon and WPX completed an all-stock merger of equals, which created a leading unconventional oil producer in the U.S. The Merger enhanced the scale of the Company’s operations, built a leading position in the Delaware Basin, and accelerated Devon’s cash-return business model that prioritizes free cash flow generation and the return of capital to stockholders. Regarding executive compensation in association with the Merger:

• no executive sought or was awarded additional compensation in conjunction with the Merger;

• although the “good reason” protections under executive employment or change-in-control arrangements were triggered by the Merger for most of the executives, all the continuing executives waived their right to those benefits, saving the Company approximately $75,000,000 in additional expense;

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• Mr. Hager became the Executive Chair of the Board and his target compensation decreased by 78% to a new annual base salary of $1,000,000, bonus target of 75%, and LTI target of $750,000;

• the Merger constituted a change-in-control under Devon’s non-qualified retirement arrangements because the plans defined change-in-control by reference to its definition under Internal Revenue Code 409A. As a result, benefits under the plans were required to be distributed to participants, including the Company’s NEOs, within ninety days of the Merger; and

• Mr. Taylor became eligible for severance under the terms of his Employment Agreement with the Company.

In connection with the closing of the Merger, certain outstanding WPX RSUs previously granted to directors and employees of WPX were converted into corresponding time-based RSUs with respect to shares of common stock of the Company (Converted RSUs). On December 1, 2021, the Board approved amending the terms of all outstanding Converted RSUs to entitle their holders, which include former directors and employees of WPX who joined the Company following the Merger, to dividend equivalent rights, including with respect to any dividends previously declared by the Company since the Merger. This amendment better aligned the interest of the holders of the Converted RSUs, including Messrs. Muncrief and Gaspar, with the Company’s stockholders more generally through their shared participation in the Company’s “fixed plus variable” dividend strategy. Additionally, the amendment aligned the treatment of this compensation practice between holders of the Converted RSUs and holders of the Company’s other equity incentive awards. Dividends will only be paid to participants after the RSU vests. The accounting treatment of the awards at the time of the Merger included dividend equivalent rights and therefore no additional expense was required to be recognized when the dividend rights were awarded.

Compensation Process Background

The Committee is responsible for and directs the process of reviewing and determining compensation for the NEOs. The Committee retains an external compensation consultant to provide assistance with the process. The role of the Committee and the compensation consultant, which includes the development of a peer group the Committee uses for benchmarking and comparing the executive officers’ compensation, is further described in the following sections.

Role of the Committee

The Committee establishes the Company’s executive compensation philosophy and administers the overall executive compensation program. The Committee operates under a written charter approved by the Board, a copy of which is available at the Company’s website, www.devonenergy.com.

Every year, the Committee conducts an individual, in-depth, confidential interview with each executive officer to discuss the officer’s analysis of the Company’s overall performance for the year, performance within the officer’s area of responsibility, and any issues or concerns the officer may have regarding the Company’s operations and results. The Committee believes this is a highly effective tool in the Committee’s oversight of the executive compensation process. In addition, the President and CEO discusses with the Committee his evaluation of each executive officer’s performance, development, and potential to take on greater or different responsibilities. The President and CEO also provides compensation recommendations to the Committee for all executive officers (other than himself).

The Committee considers the various factors described in this CD&A, including its interviews with executive officers and the President and CEO’s evaluations of each executive officer’s performance and, in a closed

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session without the President and CEO present, the Committee sets the President and CEO’s compensation. The Committee then determines whether to approve the compensation recommendations provided by the President and CEO for the other executive officers.

Role of the Compensation Consultant

For 2021, the Committee retained Meridian Compensation Partners, LLC (Compensation Consultant) as its independent compensation consultant. The Compensation Consultant evaluated the competitiveness of the Company’s program and reviewed the executive compensation program design. The Committee has the final authority to hire and terminate the Compensation Consultant, and the Committee annually evaluates the performance of the Compensation Consultant.

In selecting its consultant, the Committee considers factors that could affect the consultant’s independence, including whether the consultant provides services to the Company other than under its engagement by the Committee, and the other factors set forth in the Committee’s charter. When reviewing the Compensation Consultant’s independence, the Company also considered the fact that Devon’s business represents only a very small portion of the Compensation Consultant’s overall revenue. Based on this review, the Committee determined that the Compensation Consultant had no conflicts of interest.

Use of Peer Groups

To successfully compete for executive talent, the Committee, working with the Compensation Consultant, annually compares the compensation of the executive officers to the compensation of similarly situated executives at peer companies with business operations focused on the exploration and production of oil and gas. In establishing a peer group, the Committee primarily seeks companies with asset and market values similar to the Company. The Committee also considers enterprise values, calculated as common equity value plus net long-term debt and preferred stock, of the companies. The Committee believes these metrics are appropriate for determining peers because they provide a reasonable point of reference for comparing executives with similar positions and responsibilities. The peer companies used in setting 2021 pay are listed below, as are the peer companies selected at the end of 2021 for use in 2022.

Peer Company	2021	2022
APA Corporation	✓	✓
Cimarex Energy Corporation	✓	✓
Concho Resources Inc.	✓
ConocoPhillips		✓
Continental Resources, Inc	✓	✓
Diamondback Energy, Inc.	✓	✓
EOG Resources, Inc.	✓	✓
Hess Corporation	✓	✓
Marathon Oil Corporation	✓	✓
Occidental Petroleum Corporation		✓
Ovintiv, Inc	✓	✓
Parsley Energy, Inc	✓
Pioneer Natural Resources Co.	✓	✓

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EXECUTIVE COMPENSATION (cont’d)

The Committee’s peer group analysis consists of all components of total direct compensation, including base salary, annual performance bonus, and long-term equity incentives. The Compensation Consultant collected and summarized compensation data from the proxy statements of the peer group companies and the Compensation Consultant’s proprietary databases. Additionally, the Compensation Consultant introduced reference points from similarly sized companies in the broader oil and gas (non-E&P) industry as well as non-energy industries to bring further context to the Committee’s decision making.

Tally Sheet Review

Prior to making compensation decisions, the Committee annually reviews tally sheets for executive officers that include all elements of compensation, including potential payments under various termination scenarios. Tally sheets allow the Committee to evaluate compensation elements individually and collectively. Please refer to the tables that follow this CD&A for additional information.

Additional Benefits and Compensation Information

Retirement Benefits

Defined Benefit Plans

Based on their hire date with the Company, Messrs. Ritenour and Taylor and Ms. Cashion were the only NEOs eligible to participate in the defined benefit plans maintained by the Company. Devon’s qualified Defined Benefit Plan provides annual retirement income based on a formula that considers the executive’s final average compensation, Social Security benefits, and years of credited service with the Company. Additionally, the Company maintains the Supplemental Retirement Income Plan (SRIP), which is not subject to certain limitations imposed by the Internal Revenue Service. Effective December 31, 2020, all the Defined Benefit Plans were amended so that participants will accrue no further benefits. Instead, participants will be eligible for a defined contribution equivalent to 8% of earnings.

Defined Contribution Plans

All NEOs participate in a qualified 401(k) Plan that provides for a Company match of up to 6% of their earnings and a 401(k) Company contribution of 8% of their compensation. Under the Supplemental Contribution Restoration Plans (SCRPs) and the Supplemental Executive Retirement Plan (DC SERP), the Company may make supplemental contributions that would otherwise be subject to limitations in the Internal Revenue Code based on the compensation of the executives. The DC SERP was amended to discontinue further benefit accruals on earnings paid after December 31, 2020 and the plan will terminate following the payment of all account balances.

Nonqualified Deferred Compensation Plans

Devon maintains a nonqualified Deferred Compensation Plan that allows eligible employees to defer cash compensation beyond the limits placed on the 401(k) Plan by the Internal Revenue Code and permits the Company to contribute a match to the extent that the match available under the qualified 401(k) Plan is limited.

For additional information on the plans and the value of accumulated benefits for the NEOs under the various plans described in this “Retirement Benefits” section, please refer to the “Pension Benefits” section beginning on page 59 and the “Nonqualified Deferred Compensation Plan” section beginning on page 64.

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Other Benefits

Details regarding the perquisites made available to Devon’s executives may be found in the “All Other Compensation” table on page 56. The perquisites for 2021 were:

• limited personal use of aircraft, as approved by the President and CEO;

• an executive physical; and

• a reimbursement program for financial planning services.

Post-Termination or Change-in-Control Benefits

Devon maintains either an employment agreement or a severance agreement with each of the NEOs. These agreements do not guarantee continued employment, but they do place certain restrictions on the executives during and after their employment with the Company. Through these agreements, each NEO is provided certain additional compensation if employment is involuntarily terminated other than for “cause” or if the NEO voluntarily terminates employment for “good reason,” as those terms are defined in the relevant agreements. Also, in these situations, the applicable NEO fully vests in any unvested LTI awards subject to certain covenants and agreements and proration as described below. The agreements also provide certain benefits in the event of a termination within a two-year period following a change-in-control.

The employment agreements do not include “gross-up” provisions that obligate the Company to pay an additional amount to the NEO if benefits under the agreement or any other Company arrangement are subject to the tax imposed on excess parachute payments by Section 4999 of the Internal Revenue Code. The severance agreement between the Company and Ms. Cashion granted in 2010 does include such a “gross-up” provision. This agreement was not triggered by the Merger. After the end of the 2021, Ms. Cashion was promoted to Executive Vice President, and in conjunction with the promotion, Ms. Cashion entered into an employment agreement that replaced and superseded the severance agreement. Consistent with the employment agreements of the other NEOs, Ms. Cashion’s agreement does not include a “gross-up” provision.

The Company’s award agreements for LTI granted to the NEOs provide that officers who meet certain years-of-service and age criteria are eligible to continue to vest as scheduled in outstanding awards following retirement subject to certain covenants and agreements. See page 69 for additional details.

The unvested shares underlying LTI awards are eligible for continued or accelerated vesting post termination in the case of a severance- related employment termination or a retirement. Such terminations occurring prior to the first anniversary of the grant date result in a pro-rata reduction in the number of shares eligible for continued or accelerated vesting post termination.

Arrangements with post-termination and change-in-control benefits are typical in the oil and gas industry and necessary in order to compete for executive talent. Please refer to the “Potential Payments Upon Termination or Change-in-Control” section beginning on page 67 for detail on amounts that could be payable under certain scenarios and additional information on the Company’s employment agreements.

Upon the closing of the Merger, Mr. Taylor no longer served as an executive officer of the Company. As further detailed in his Employment Agreement with the Company, Mr. Taylor was entitled to severance benefits associated with his termination. The benefits associated with his employment termination are outlined in the table on page 73.

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EXECUTIVE COMPENSATION (cont’d)

Stock Ownership Guidelines

Ownership of Devon’s stock by the executives aligns their interests with the interests of Devon’s stockholders. Accordingly, the Board maintains stock ownership guidelines that require each executive officer who has served in such capacity for at least five years to own shares of common stock at least equal in value to a multiple of his or her base salary. The guidelines establish the following minimum ownership levels:

Officer Title	Share Ownership Requirement as Multiple of Base Salary
Executive Chair	Six times base salary
President and CEO	Six times base salary
Other Named Executive Officers	Three times base salary

The guidelines require an executive officer who has served in such capacity less than five years to maintain ownership of at least one- half of the shares of Devon common stock received through equity-based awards from the Company (net of taxes) until the officer meets his or her ownership requirement.

Compliance with the ownership guidelines is determined as of December 31 each year. As of December 31, 2021, the NEOs then subject to the guidelines held stock in excess of the levels required in the guidelines. The executives have historically maintained share ownership levels well above the Company’s guidelines. For purposes of calculating share ownership levels, the Board includes:

(i) shares owned directly by the officer and his or her immediate family members who share the same household,

(ii) shares owned beneficially by the officer and his or her immediate family members who share the same household, and

(iii) unvested restricted stock.

For additional detail on the stock owned by NEOs, please refer to “Security Ownership of Management” table on page 77.

Pledging and Hedging Guidelines

The Company also has a policy that prohibits Devon employees, officers, and directors from trading in Devon securities on a short- term basis, entering short sales, and buying or selling puts, calls, or similar instruments. The policy also discourages Devon employees, officers, and directors from placing standing or limit orders and prohibits executive officers and directors from pledging or hedging Devon stock, buying Devon stock on margin, or holding Devon stock in a margin account. The hedging prohibition covers any transaction that is designed to hedge or offset any decrease in the market value of Devon stock, including, but not limited to, prepaid variable forward contracts, equity swaps, collars, and exchange funds.

Compensation Program and Risk-Taking

The Company’s executive compensation program is designed to provide executive officers incentives for the achievement of near- term and long-term objectives, in a manner that motivates executives to take measured and appropriate risk. As part of its review of the impact of the Company’s executive compensation programs on the Company’s risk profile and risk management, the Committee noted the following factors that discourage the Company’s executives from taking unnecessary or excessive risk:

• the Company’s operating strategy and related compensation philosophy;

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EXECUTIVE COMPENSATION (cont’d)

• the effective balance of Devon’s compensation program between cash and equity, near-term and long-term focus, corporate and individual performance, and financial and non-financial performance;

• a multi-faceted approach to performance evaluation and compensation that does not reward an executive for engaging in risky behavior to achieve one objective to the detriment of other objectives;

• significant executive stock ownership pursuant to Devon’s stock ownership guidelines; and

• the Board’s annual risk assessment process.

Based on this review, the Committee believes that the executive compensation programs do not encourage executives to take unnecessary or excessive risk.

Policy for Recovery of Compensation (Clawback Policy)

The Company has a policy concerning the recovery of bonuses, incentives, and equity-based compensation awarded to executive officers under certain circumstances (the Clawback Policy). In the event of a restatement of the Company’s financial statements that leads to a revision of one or more performance measures on which a bonus or other incentive compensation was based, the Committee may require reimbursement or forfeiture of all or a portion of any bonus or incentive compensation subject to the Clawback Policy.

COMPENSATION COMMITTEE REPORT

The Committee has reviewed and discussed the preceding Compensation Discussion and Analysis section with management and, based on such review and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Proxy Statement.

Compensation Committee

Robert A. Mosbacher Jr., Chair

John. E. Bethancourt

Karl F. Kurz

Duane C. Radtke

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EXECUTIVE COMPENSATION (cont’d)

SUMMARY COMPENSATION TABLE

The following table and accompanying footnotes summarize the compensation earned, awarded, paid, or attributed to the NEOs for the years indicated below. The NEOs are the President and Chief Executive Officer, the Executive Chair of the Board of Directors (and Former President and CEO), the Chief Financial Officer, three other executive officers of the Company serving as of December 31, 2021, and one former executive officer who ceased being an executive officer upon the closing of the Merger. This table should be read together with the Compensation Discussion and Analysis (starting on page 35 of this Proxy Statement), which includes information about Company performance for 2021, the Company’s compensation philosophy and objectives, the programs and plans that underlie executive officer compensation opportunities, and the Committee’s process for awarding compensation.

Name and Principal Position	Year		Salary ($)1		Stock Awards ($)2		Non-Equity Incentive Plan Compensation ($)3		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)4		All Other Compensation ($)5		Total ($)
Richard E. Muncrief		2021		1,045,000		8,310,964		2,336,400		0		222,183		11,914,547
President and Chief
Executive Officer
David A. Hager		2021		1,013,750		712,383		1,327,500		0		337,129		3,390,762
Executive Chair, Board of		2020		1,275,000		9,508,778		1,290,900		0		1,280,301		13,354,979
Directors; Former President		2019		1,275,000		8,999,522		2,581,900		0		939,477		13,795,899
and Chief Executive Officer
Jeffrey L. Ritenour		2021		620,000		2,374,583		987,700		0		253,316		4,235,599
Executive Vice President		2020		616,923		2,796,697		418,500		87,211		315,633		4,234,964
and Chief Financial Officer		2019		600,000		2,646,956		810,000		89,832		240,630		4,387,418
Clay M. Gaspar		2021		589,000		3,609,362		1,097,400		0		124,210		5,419,972
Executive Vice President
and Chief Operating Officer
David G. Harris		2021		610,000		2,374,583		971,700		0		144,762		4,101,045
Executive Vice President and		2020		600,769		2,796,697		411,800		0		243,499		4,052,765
Chief Corporate Development		2019		435,154		1,296,467		742,500		0		132,405		2,606,526
Officer
Tana K. Cashion		2021		375,000		1,044,830		398,300		0		2,055,473		3,873,603
Senior Vice President Human		2020		370,385		1,230,593		168,800		1,614,416		37,218		3,421,412
Resources and Administration		2019		345,000		1,188,452		258,800		617,536		32,652		2,442,440
Lyndon C. Taylor		2021		327,500		0		0		0		5,022,009		5,349,509
Former Executive Vice President		2020		650,000		2,796,697		438,800		2,451,538		99,174		6,436,209
& Chief Legal & Admin Officer		2019		650,000		2,646,956		877,500		3,986,246		78,114		8,238,816

¹  Mr. Hager’s annual base salary rate of $1,000,000 became effective upon his appointment as Executive Chair, Board of Directors in January 2021. The annual base rates of Ms. Cashion and Messrs. Muncrief, Ritenour, Gaspar, and Harris remained unchanged in 2021.

²  The dollar amounts reported in this column represent the aggregate grant date fair values of the stock awards made in 2021, as determined pursuant to FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used to value stock awards are discussed in Note 4 – Share-Based Compensation of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. For restricted stock and performance restricted stock, values are based on the closing price of the Company’s common stock on the grant date. In valuing the PSU awards, the Company used a Monte Carlo simulation. The grant date fair value of the PSU awards was determined based on the vesting at target of the units awarded, which is the performance the Company believed was probable on the grant date. If a maximum, rather than target, number of shares is used to

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EXECUTIVE COMPENSATION (cont’d)

determine the maximum award opportunity for the NEOs for the 2021 PSU awards, the grant date value of the awards is as follows: Mr. Muncrief, $9,621,923; Mr. Hager, $824,737; Mr. Ritenour, $2,749,136; Mr. Gaspar, $4,178,686; Mr. Harris, $2,749,136; and Ms. Cashion $1,209,624.

³  This column reflects performance cash bonuses awarded to the NEOs.

⁴  The dollar amounts reported in this column reflect the aggregate change in the actuarial present value of each participating NEO’s accumulated benefits under the Company’s Defined Benefit Plan and the SRIP during the applicable year. The amounts shown for each year do not reflect payments made to the executives during the applicable year. None of the NEOs received above market or preferential earnings on deferred compensation in any of the reported years. For Messrs. Ritenour and Taylor and Ms. Cashion, the actuarial present value of their pension benefit decreased by $42,902, $447,218, and $514,276, respectively, in 2021 due to a difference in the discount rate required to be used in the calculation of their benefit. Messrs. Muncrief, Hager, Gaspar, and Harris joined the Company after Devon’s Defined Benefit Plan was closed to new participants in 2007. At the time the plans closed to new participants, Mr. Ritenour elected to freeze his participation in these plans and instead participate in the Company’s enhanced defined contribution plan. Under the Defined Benefit Plan, Mr. Ritenour continues to earn years of credited service only.

⁵  Details for the amounts shown in this column for 2021 are reflected in the supplemental table immediately below.

The following supplemental table shows the components of “All Other Compensation” for 2021 in the Summary Compensation Table.

Name	Group Term Life Insurance Premiums ($)	401(k) Plan Employer Match and Retirement Contribution ($)	Deferred Compensation Plan Employer Match ($)	Defined Contribution Restoration Plan and Supplemental Contribution Plan Employer Contribution ($)	Other Perquisites ($)1	Contractually Obligated Merger- Related Benefits ($)2	Severance ($)3	Total ($)
Richard E. Muncrief	7,131	29,767	45,300	87,660	52,325	-	-		222,183
David A. Hager	14,478	38,500	120,879	163,272	-	-	-		337,129
Jeffrey L. Ritenour	1,710	38,500	44,910	61,980	-	106,216	-		253,316
Clay M. Gaspar	1,621	33,618	17,940	38,137	32,894	-	-		124,210
David G. Harris	1,710	38,500	43,908	60,644	-	-	-		144,762
Tana K. Cashion	1,932	38,500	15,228	22,404	-	1,977,409	-		2,055,473
Lyndon C. Taylor	3,824	38,500	17,928	26,004	-	-	4,935,753		5,022,009

¹  The Company offers minimal reportable perquisites to executives. Executives are eligible for financial planning services, an annual executive physical exam, a wellness incentive, and limited, pre-approved personal use of Company aircraft. Mr. Muncrief’s perquisites included personal use of Company aircraft ($48,870), financial planning reimbursement ($2,955) and wellness incentive ($500). Mr. Gaspar’s perquisites included personal use of Company aircraft ($20,123), financial planning reimbursement ($7,500), executive physical ($4,771) and wellness incentive ($500).

²  Messrs. Ritenour and Taylor and Ms. Cashion each received an accelerated payment from the SRIP due to the Merger meeting the change-in-control definition within the plan document. The amounts shown for Mr. Ritenour and Ms. Cashion constitute the additional value attributable to eligibility for an unreduced benefit under the plan. Mr. Taylor’s benefit accrual achieved the age-65, unreduced amount (see page 60) prior to the Merger, so he did not receive any incremental value. The full amount of the payments that were made in connection with the Merger (and reflected within the Pension Benefits table below) are as follows: Mr. Ritenour, $169,586; Ms. Cashion, $3,444,197; and Mr. Taylor, $10,421,443.

³  The cash severance benefits entitled to Mr. Taylor under his employment agreement constitute the entirety of the compensation and benefits due to him pursuant to that agreement. The amount of the accelerated equity award benefits that he received is described within the Potential Payments Upon Termination or Change-in-Control section below.

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EXECUTIVE COMPENSATION (cont’d)

GRANTS OF PLAN-BASED AWARDS

The following Grants of Plan-Based Awards table sets forth information concerning performance cash bonuses, restricted stock, and PSUs granted during 2021 for the NEOs as described below. The long-term incentive awards reflected below are the only equity-based incentives granted to the NEOs in the year.

				Estimated Future Payouts Under Non-Equity Incentive Plan Awards1					Estimated Future Payouts Under Equity Incentive Plan Awards					All Other Stock Awards: Number of Shares of Stock or Units (# shares)		Grant Date Fair Value of Stock Awards ($)
Name	Grant Date			Threshold ($)	Target ($)		Maximum ($)		Threshold (# shares)	Target (# shares)		Maximum (# shares)
Richard E. Muncrief		1/26/2021		660,000		1,320,000		2,640,000	-		-		-		-		-
		2/10/2021	2	-		-		-	-		-		-		177,395		3,500,003
		2/10/2021	3	-		-		-	133,046		266,093		532,186		-		4,810,961
David A. Hager		1/26/2021		375,000		750,000		1,500,000	-		-		-		-		-
		2/10/2021	2	-		-			-		-		-		15,206		300,014
		2/10/2021	3	-		-			11,404		22,808		45,616		-		412,369
Jeffrey L. Ritenour		1/26/2021		279,000		558,000		1,116,000	-		-		-		-		-
		2/10/2021	2	-		-			-		-		-		50,685		1,000,015
		2/10/2021	3	-		-			38,013		76,027		152,054		-		1,374,568
Clay M. Gaspar		1/26/2021		310,000		620,000		1,240,000	-		-		-		-		-
		2/10/2021	2	-		-			-		-		-		77,041		1,520,019
		2/10/2021	3	-		-			57,780		115,561		231,122		-		2,089,343
David G. Harris		1/26/2021		274,500		549,000		1,098,000	-		-		-		-		-
		2/10/2021	2	-		-			-		-		-		50,685		1,000,015
		2/10/2021	3	-		-			38,013		76,027		152,054		-		1,374,568
Tana K. Cashion		1/26/2021		112,500		225,000		450,000	-		-		-		-		-
		2/10/2021	2	-		-			-		-		-		22,302		440,018
		2/10/2021	3	-		-			16,726		33,452		66,904		-		604,812
Lyndon C. Taylor		1/26/2021		292,500		585,000		1,170,000	-		-		-		-		-
		2/10/2021	2	-		-		-	-		-		-		-		-
		2/10/2021	3	-		-		-	-		-		-		-		-

¹  The evaluation of the Company’s preset performance scorecard goals for the year may result in a bonus payment of zero. The amounts shown in the columns reflect a range of possible payouts for the performance cash bonus awards made on the dates indicated; “Threshold ($)” assumes achievement of Threshold results on each scorecard measure used to evaluate 2021 Company performance and “Maximum ($)” assumes achievement of Maximum results on each scorecard measure used to evaluate 2021 Company performance. Performance related to these awards was determined by the Committee following the end of the year and amounts were paid shortly thereafter. The awards were earned and paid at 177% of target levels; actual payouts under these awards are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Please refer to “Annual Performance Cash Bonus” on page 42 for more information about 2021 performance cash bonuses, including how the Committee establishes performance bonus targets and performance goals and engages in a scoring process to determine actual payouts.

²  The amounts reported in the table’s rightmost column reflect the value of the restricted stock award made on the date indicated. The value is calculated using the face-value method (the closing price of the Company stock as of the grant date multiplied by the number of shares granted). The award was made under the 2017 LTIP. 25% of the shares granted vest on the anniversary of the grant date and 25% will vest on each of the 2^nd, 3^rd, and 4^th anniversaries of the grant date.

³  The evaluation of the Company’s performance for the period may result in a payout of zero shares. The amounts in the “Threshold,” “Target,” and “Maximum” columns reflect the range and midpoint of possible payouts for the PSU awards made on the dates indicated. All awards were made under the 2017 LTIP. The amounts reported for the table’s rightmost column represent the aggregate grant date fair values of the PSUs determined pursuant to FASB ASC Topic 718, excluding the effect of estimated forfeitures. The grant date fair value of the PSU awards was determined based on the vesting at target of the units awarded, which is the performance the Company believed was probable on the grant date. For more information, please see the discussion of “Long-Term Incentives” starting on page 45 of this Proxy Statement. Dividends on the awards are not paid until shares vest. As of December 31, 2021, the awards reflected in this table were trending at 200% of target payout.

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EXECUTIVE COMPENSATION (cont’d)

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table shows the outstanding equity awards held by the NEOs as of December 31, 2021.

	Option Awards1			Stock Awards
						Equity Incentive Plan Awards:
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that have not Vested (#)	Market Value of Shares or Units of Stock that have not Vested ($)2	Number of Unearned Shares, Units or Other Rights that have not Vested (#)	Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)2
Richard E. Muncrief				361,5095	15,924,471
	62,582	41.53	3/3/2024	595,6527	26,238,471	532,1868	23,442,793
				177,3959	7,814,250
David A. Hager				29,6963	1,308,109
				83,5305	3,679,497	334,1204	14,717,986
				141,4167	6,229,375	377,1086	16,611,607
				15,2069	669,824	45,6168	2,009,385
Jeffrey L. Ritenour				7,6863	338,568
				24,5685	1,082,220	98,2724	4,328,882
				41,5937	1,832,172	110,9146	4,885,762
				50,6859	2,232,674	152,0548	6,697,979
Clay M. Gaspar				159,0635	7,006,725
				258,6827	11,394,942
				77,0419	3,393,656	231,1228	10,180,924
David G. Harris				4,1933	184,702
				11,7935	519,482	47,1704	2,077,839
				41,5937	1,832,172	110,9146	4,885,762
				50,6859	2,232,674	152,0548	6,697,979
Tana K. Cashion				3,8433	169,284
				10,8105	476,181	43,2404	1,904,722
				18,3027	806,203	48,8046	2,149,816
				22,3029	982,403	66,9048	2,947,121
Lyndon C. Taylor						98,2724	4,328,882
						110,9146	4,885,762

¹  The Option Awards were granted by WPX from the 2013 WPX Energy, Inc. Incentive Plan, as amended (the WPX Plan) and assumed by Devon upon the Merger. All awards are 100% vested.

²  Based on a stock price of $44.05, the closing price of Devon’s common stock on December 31, 2021, which was the last trading day of the year.

³  The rows reflect restricted stock awards granted in 2018. With each grant, 25% of the shares vest (or vested) on each anniversary of the grant date (i.e., on February 10, 2019, February 10, 2020, February 10, 2021, and February 10, 2022).

⁴  For PSUs granted in 2019, the number of shares listed is based on the trending level of performance as of December 31, 2021 (200%) for the three-year period from January 1, 2019 to December 31, 2021. At its January 2022 meeting, the Committee determined that the Company’s TSR for the period ranked 1st in the twelve-member peer group. Pursuant to terms of the grant, 200% of each executive’s target shares were determined by the Committee to be earned and the shares were subsequently released to each executive.

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EXECUTIVE COMPENSATION (cont’d)

⁵  The rows reflect restricted stock awards granted in 2019. With each grant, 25% of the shares vest (or vested) on each anniversary of the grant date (i.e., on February 10, 2020, February 10, 2021, February 10, 2022, and February 10, 2023). For Messrs. Muncrief and Gaspar, 33 1/3% of the shares vest (or vested) on each anniversary of the grant date (i.e. on March 1, 2020, March 1, 2021, and March 1, 2022).

⁶  For PSUs granted in 2020, the number of shares listed is based on the trending level of performance as of December 31, 2021 (200%) for the three-year period from January 1, 2020 to December 31, 2022. The actual number of shares paid out will be based on the Company’s relative TSR, as determined by the Committee following the period pursuant to the grid set forth on page 51 of Devon’s 2020 proxy statement.

⁷  The rows reflect restricted stock awards granted in 2020. With each grant, 25% of the shares vest (or vested) on each anniversary of the grant date (i.e., on February 10, 2021, February 10, 2022, February 10, 2023 and February 10, 2024). For Messrs. Muncrief and Gaspar, 33 1/3% of the shares vest (or vested) on each anniversary of the grant date (i.e. on March 2 and 9, 2021, March 2 and 9, 2022, and March 2 and 9, 2023).

⁸  For PSUs granted in 2021, the number of shares listed is based on the trending level of performance as of December 31, 2021 (200%) for the three-year period from January 1, 2021 to December 31, 2023. The actual number of shares paid out will be based on the Company’s relative TSR, as determined by the Committee following the period pursuant to the grid set forth on page 47 of Devon’s 2021 proxy statement, and may be subject to certain limitations set forth in the applicable grant agreements.

⁹  The rows reflect restricted stock awards granted in 2021. With each grant, 25% of the shares vest (or vested) on each anniversary of the grant date (i.e., on February 10, 2022, February 10, 2023, February 10, 2024, and February 10, 2025).

OPTION EXERCISES AND STOCK VESTED DURING 2021

The table below shows the number of shares of Devon’s common stock acquired during 2021 upon the vesting of stock awards granted to the NEOs in previous years. In 2021, no stock options were exercised by NEOs.

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)1
Richard E. Muncrief		417,989		9,440,385
David A. Hager		248,899		4,910,777
Jeffrey L. Ritenour		69,348		1,396,754
Clay M. Gaspar		187,645		4,237,346
David G. Harris		44,026		868,633
Tana C. Cashion		33,473		660,422
Lyndon C. Taylor		147,551		3,331,342

¹  The dollar amounts shown in this column are determined by multiplying the number of shares of common stock acquired upon vesting by the closing per-share market price of Devon’s common stock on the vesting date.

PENSION BENEFITS

Devon maintains a tax qualified defined benefit retirement plan and related trust for certain employees (Defined Benefit Plan). Accruals under this plan were frozen as of December 31, 2020. Ms. Cashion and Messrs. Ritenour and Mr. Taylor were the only NEOs with benefits under this plan.

Devon also maintained a non-qualified defined benefit retirement plan arrangement. The nonqualified Supplemental Retirement Income Plan (SRIP) provided benefits that would be provided under the Defined Benefit Plan except for: limitations imposed by the Internal Revenue Code and the exclusion of nonqualified deferred compensation in the definition of compensation.

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EXECUTIVE COMPENSATION (cont’d)

The Merger with WPX on January 7, 2021 met the definition of a “change-in-control” under the SRIP. Pursuant to the terms of the plan, benefits applicable to active employee participants in the plan was paid out in the form of an unreduced lump-sum payment within ninety days of the Merger. Once these lump-sum payments were made, the NEO participants in the plans were not entitled to further benefits under the plan.

The following table shows the estimated present value, as of December 31, 2021, of accumulated retirement benefits as provided to NEOs under the Defined Benefit Plan and the SRIP. Please refer to the discussion titled “Benefit Plans” below for additional details on Devon’s defined benefit plans.

Name	Plan Name	Number of Years Credited Service (#)	Present Value of Accumulated Benefit ($)1	Payments During Last Fiscal Year ($)3
Richard E. Muncrief2	Defined Benefit Plan SRIP	N/A N/A	N/A N/A	0 0
David A. Hager2	Defined Benefit Plan SRIP	N/A N/A	N/A N/A	0 0
Jeffrey L. Ritenour	Defined Benefit Plan SRIP	7 7	295,095     0	0 169,586
Clay M. Gaspar2	Defined Benefit Plan SRIP	N/A N/A	N/A N/A	0 0
David G. Harris2	Defined Benefit Plan SRIP	N/A N/A	N/A N/A	0 0
Tana K. Cashion	Defined Benefit Plan SRIP	16 16	1,287,950     0	0 3,444,197
Lyndon C. Taylor4	Defined Benefit Plan SRIP	15 20	3,913,469     0	82,063 10,421,443

“N/A” indicates the executive is not eligible for this program and no amount was paid, contributed, or accrued by the Company.

¹  The present value of each NEO’s accumulated benefits as of December 31, 2021 under the Defined Benefit Plan is calculated assuming 10% of participants would elect a single life annuity, 50% of participants would elect a lump sum, and 40% would elect a 100% joint and survivor annuity. With each plan, the calculations assume that each NEO would begin receiving payments at normal retirement age (age 65) or when eligible for unreduced benefits, if earlier, and would be vested in those payments. The present value is calculated using the Pri-2012 mortality table with MP-2021 improvement scale, and a discount rate of 2.73% for the Defined Benefit Plan.

²  Messrs. Muncrief, Hager, Gaspar, and Harris joined the Company after the Defined Benefit Plan was closed to new participants. As a result, they are not eligible for a benefit under any of Devon’s defined retirement benefit plans.

³  The closing of the Merger on January 7, 2021 constituted a change-in-control under the SRIP. As a result, benefits were required to be distributed to Messrs. Ritenour and Taylor and Ms. Cashion within ninety days of the Merger. Further, the benefits of Mr. Ritenour and Ms. Cashion under the SRIP included the plan’s required application of unreduced early commencement factors, as further detailed on page 56. Payments were made to Messrs. Ritenour and Taylor and Ms. Cashion on March 10, 2021. Due to the amendment of the plan to prohibit further accruals after December 31, 2020, these plans will not provide further benefits to participants.

⁴  The value of Mr. Taylor’s SRIP benefits includes the effect of an additional service and an additional age credit. The Committee granted the service credit, which increased the benefit’s value by $2,813,642, in 2012 in recognition that Mr. Taylor joined Devon mid-career and would likely remain at the Company for the duration of his career. The service credit recognizes the value to the Company of his prior experience. In 2019, the Committee awarded Mr. Taylor additional years of age credit, which increased the benefit’s value by $1,012,506, in recognition of his long service to the Company and to promote components of the Company’s executive succession plan. Based on a review of Devon’s pension plan going back more than 15 years, Devon has not awarded pension credits to executives other than those granted to Mr. Taylor (age and service credits) and a now-retired former executive officer (age credits only). Effective December 31, 2020, Devon discontinued further benefit accruals under the Company’s pension plans.

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BENEFIT PLANS

Defined Benefit Plan

The Defined Benefit Plan is a qualified defined benefit retirement plan that provides benefits based upon employment service with Devon. Employees hired before October 1, 2007, became eligible to participate in the Defined Benefit Plan when they earned one year of service and attained the age of 21 years. Employees who were hired after September 30, 2007 were not eligible to participate in the Defined Benefit Plan. Each eligible employee who retires is entitled to receive monthly retirement income based upon their final average compensation and years of credited service, and the retirement income is reduced by Social Security benefits payable to the employee. Alternatively, an eligible employee may elect a lump-sum payment at the time of retirement equivalent in amount to the present value of the calculated annuity stream. Final average compensation consists of the average of the highest three consecutive years’ compensation from salary and cash performance bonuses out of the last 10 years. The definition of compensation under the Defined Benefit Plan is the same as the definition under the SRIP and the BRP, except that under the Defined Benefit Plan, nonqualified deferred compensation is excluded and the amount of compensation and pension benefits is limited by the Internal Revenue Code.

Contributions by employees are neither required nor permitted under the Defined Benefit Plan. Benefits are computed based on straight-life annuity amounts. Benefits under the Defined Benefit Plan are limited for certain highly compensated employees, including the NEOs, in order to comply with certain requirements of the Employee Retirement Income Security Act of 1974 (ERISA) and the Internal Revenue Code.

Effective as of December 31, 2020, the Company’s Defined Benefit Plan was amended to discontinue further benefit accruals.

Normal Retirement

Employees, including certain of the NEOs as described above, are eligible for normal retirement benefits under the Defined Benefit Plan upon reaching age 65. Normal retirement benefits for the employees participating in the Defined Benefit Plan are equal to 65% of the participant’s final average compensation less any benefits due to the participant under Social Security, multiplied by a fraction, the numerator of which is his or her credited years of service (up to a maximum of 25 years) and the denominator of which is 25.

Early Retirement

Employees, including certain of the NEOs as described above, are eligible for early retirement benefits under the Defined Benefit Plan after (i) attaining age 55 and (ii) earning at least 10 years of credited service. Mr. Taylor was the only NEO eligible for early retirement in 2021. Early retirement benefits are equal to a percentage of the normal retirement income the participant would otherwise be entitled to if he or she had commenced benefits at age 65 depending on the participant’s age when he or she elects to begin receiving benefits. If an eligible participant commences benefits at age 55, he or she will receive 60% of the benefits he or she would have received had benefits commenced at age 65. The percentage increases by 5% for each year above age 55 (up to age 60) and by 3% for each year above age 60 (up to age 65) that an eligible participant delays the commencement of benefits.

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Deferred Vested Pension

Participants in the Defined Benefit Plan are fully vested in their accrued benefits after five years of service. If the participant’s employment is terminated after attaining five years of service but before eligibility for early retirement, the participant is entitled to a deferred vested pension based on his or her accrued benefit on the date of termination. An unreduced deferred vested pension is payable at age 65. Alternatively, the participant may elect to receive a reduced benefit as early as age 55. The benefit payable prior to age 65 is a percentage of his or her normal retirement benefit based on his or her age at the time the benefit begins, as shown in the table below:

Age at Election to Receive Deferred Vested Pension	Percentage of Normal Retirement Income
65	100.00%
64	90.35%
63	81.88%
62	74.40%
61	67.79%
60	61.91%
59	56.68%
58	52.00%
57	47.80%
56	44.03%
55	40.63%

If a participant is:

• involuntarily terminated for any reason other than death or “cause,” is between the ages of 50 and 55, and has at least 10 years of credited service, or

• involuntarily terminated for any reason other than “cause” within two years following a change-in-control and has at least 10 years of credited service regardless of the participant’s age, then the participant may elect to have his or her benefits under the Defined Benefit Plan paid at any time on or after the age of 55 subject to the same percentage reduction in benefits as discussed in “Early Retirement” above.

Supplemental Retirement Income Plan

The SRIP is a nonqualified defined benefit retirement plan for a small group of key executives, the purpose of which is to provide additional retirement benefits for those executives. An employee must be selected by the Committee in order to be eligible for participation in the SRIP. Participants in the SRIP become vested in the SRIP benefits after five years of service. If the executive is terminated for “cause,” as that term is defined in the executive’s employment agreement, then all benefits under the SRIP are forfeited and the executive would receive benefits under the BRP. If the executive receives benefits under the SRIP, the executive is not eligible for benefits under the BRP.

The SRIP provides for retirement income equal to 65% of the executive’s final average compensation less any benefits due to the participant under Social Security, multiplied by a fraction, the numerator of which is the

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executive’s credited years of service (not to exceed 20) and the denominator of which is 20. The SRIP benefit is also reduced by the full benefits otherwise accrued under the Defined Benefit Plan.

The same early retirement reduction factors that apply under the Defined Benefit Plan are applicable under the SRIP. Early retirement benefits are payable under the SRIP after attaining age 55 and earning at least 10 years of service or, if earlier, 20 years of service regardless of age. The early retirement benefit prior to age 55 is the actuarial equivalent of the age 55 early retirement benefit.

Effective as of December 31, 2020, the plan was amended to discontinue further benefit accruals. The Merger met the definition of a change-in-control event under the terms of the plan. As dictated by the plan, the benefit of participating NEOs was an amount equal to the normal-retirement annuity payable immediately, unreduced for early commencement, in a lump sum. Following this payment, none of the participating NEOs had further benefits under the plan.

Defined Contribution Plan – 401(k) Plan

The 401(k) Plan is a qualified defined contribution plan that provides for a Company-matching contribution of up to 6% of compensation and a non-matching company contribution of 8%.

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NONQUALIFIED DEFERRED COMPENSATION¹

The following table shows the contributions, earnings, distributions, and balances for 2021 under Devon’s nonqualified deferred compensation plan, supplemental contribution restoration plans, and supplemental executive retirement plans, to the extent the respective NEO participates in such plans. Additional information regarding each plan is provided following the table.

Name	Executive Contributions in Last Fiscal Year ($)1		Company Contributions for Last Fiscal Year ($)2		Aggregate Earnings in Last Fiscal Year ($)3		Aggregate Distributions in Last Fiscal Year ($)4,5			Aggregate Balance at Last Fiscal Year End ($)6
Richard E. Muncrief Deferred Compensation Plan		209,000		45,300		7,551		0			261,851
Supplemental Contribution Restoration Plans (SCRPs)		N/A		87,660		724		0			88,384
David A. Hager Deferred Compensation Plan		525,475		120,879		786,550		(7,299,612	)		3,992,462
Supplemental Contribution Restoration Plans (SCRPs) / Supplemental Executive Retirement Plan (DC SERP)		N/A		163,272		180,770		(9,925,654	)		282,693
Jeffrey L. Ritenour Deferred Compensation Plan		104,625		44,910		36,351		(886,450	)		188,900
Supplemental Contribution Restoration Plans (SCRPs)		N/A		61,980		33,880		(1,448,133	)		94,517
Clay M. Gaspar Deferred Compensation Plan		35,340		17,940		1,987		0			55,267
Supplemental Contribution Restoration Plans (SCRPs)		N/A		38,137		308		0			38,446
David G. Harris Deferred Compensation Plan		49,108		43,908		18,512		(712,621	)		110,591
Supplemental Contribution Restoration Plans (SCRPs)		N/A		60,644		14,016		(592,392	)		84,694
Tana K. Cashion Deferred Compensation Plan		16,314		15,228		6,912		(299,243	)		37,849
Supplemental Contribution Restoration Plans (SCRPs)		N/A		22,404		395		-			22,799
Lyndon C. Taylor Deferred Compensation Plan		45,978		17,928		15,092		(3,722,572	)		99,824
Supplemental Contribution Restoration Plans (SCRPs)		N/A		26,004		1,245		0			27,249

“N/A” indicates the plan does not permit the participant to make contributions.

¹  The amounts in this column are already included in, and are not in addition to, the amounts in the “Salary” or “Non-Equity Incentive Plan Compensation” columns in the Summary Compensation Table on page 55.

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²  The amounts in this column are already included in, and are not in addition to, the amounts in the in the “All Other Compensation” column of the Summary Compensation Table on page 55. Company contributions are made in arrears during the first month following the fiscal quarter during which the contributions were earned. Company contributions earned by the NEOs during 2021 were deposited in April, July, and October 2021, and January 2022.

³  Earnings reflect the returns produced by the investments selected by the applicable NEO. The investment options available to the NEOs are the same options available under the Company’s 401(k) Plan. As of December 31, 2021, investment options consisted of the following (returns for 2021 noted in parentheses): PIMCO Stable Income – Class 1 (1.60%); Global Low Volatility Fund (14.26%); US Equity Index Fund (25.69%); International Equity Index Fund (8.62%); TCW Core Fixed Income – (-1.27%); Fidelity Inflation Bond Index – (5.93%); Vanguard Total Bond Market – (-1.67%); Vanguard Prime Money Market (0.01%); and Blackrock LifePath Target-Date Funds (nine funds ranging from 6.94% to 18.82%). The Company does not guarantee a level of investment return.

⁴  In-service distributions (if any) are made in accordance with the elections made by the NEO at the time of enrollment in the plan.

⁵  The Non-Qualified Deferred Compensation plan documents contain references to Internal Revenue Code 409A that defines the Merger as a change-in-control. In the case of a change-in-control, a participant’s account balances are required to be distributed in a lump sum within ninety days of the change-in-control unless the participant elected installment payments upon a change-in-control. Such lump sums and, as applicable, the first payment installment were distributed on February 5, 2021. Mr. Hager was the sole NEO participant in the DC SERP at the time of the Merger, and he has a small balance that was contributed after the Merger related to his earnings in fourth quarter 2020.

⁶  For the referenced plans, the “Aggregate Balance” reflects the changes in the plan balance for the NEOs due to contributions (executive and Company), earnings, and distributions. The amounts previously reported in the Summary Compensation Table as compensation to the NEOs are as follows: Mr. Hager – $8,261,800; Mr. Ritenour – $831,245; Mr. Taylor – $475,253; Mr. Harris – $298,267; and Ms.  Cashion – $33,575.

Nonqualified Deferred Compensation Plan

The Nonqualified Deferred Compensation Plan is designed to allow each participating employee, including the NEOs, to contribute up to 70% of his or her base salary (effective January 1, 2021) and up to 100% of his or her performance bonus and receive a Company match beyond the contribution limits prescribed by the Internal Revenue Service with regard to Devon’s 401(k) Plan. The Nonqualified Deferred Compensation Plan provides executives a tax-effective means to defer a portion of their cash compensation at a minimal cost to the Company.

Unless otherwise distributed in accordance with the terms of a scheduled in-service withdrawal, a participant’s account is payable upon the earlier to occur of the participant’s separation from service, disability, change-in-control event, or death. Payment will be made in the form of a single lump sum unless the participant elects installment payments. In the case of a change-in-control event or death, distribution will be made within ninety days. If the participant experiences a separation from service, distribution will be made within ninety days unless the participant is a specified employee in which case payment will be delayed for 6 months.

A participant may elect to schedule an in-service withdrawal at least two years after the plan year in which deferrals were made in the form of a lump sum or quarterly installment payments over a period of one or more years. Payment will be made (or commence in the case of installments) within 30 days of the first business day of January in the year elected. However, in the event of death, disability, the occurrence of a change-in-control event or separation from service, payment of the participant’s account is determined without regard to any scheduled in-service withdrawal, which will be cancelled.

Investments under the plan mirror those provided to participants under the Company’s 401(k) Plan. Participants are always fully vested in any deferrals made to the plan; vesting of employer contributions follows the 4-year graded vesting schedule under the Company’s 401(k) Plan. Vesting is accelerated due to death, disability, retirement, or, attainment of normal retirement age (all as defined under the Company’s 401(k) Plan).

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The Merger met the definition of a change-in-control event under the terms of the plan. As dictated by the plan, the participant’s balance at the time of the Merger were paid out in the form of a lump sum within ninety days following the Merger, or if elected at enrollment, in a series of quarterly payments.

Supplemental Contribution Restoration Plans

The Supplemental Contribution Restoration Plans (SCRPs) are the Company’s two nonqualified supplemental defined contribution plans. The purpose of the SCRPs is to ensure that participants in the 401(k) Plan who are eligible to receive the supplemental contribution receive the full supplemental contribution despite the limitations imposed by the Internal Revenue Code. A contribution will be made by the Company in an amount equal to the difference between the supplemental contribution that the Company would have contributed under the 401(k) Plan in the absence of the Internal Revenue Code limitations and the actual amount contributed.

Accounts under the SCRPs are payable upon the earlier to occur of a participant’s separation from service, disability, a change-in- control event, or death. Upon a participant’s death or a change-in-control event, a lump sum payment is made within ninety days. If a participant experiences a separation from service, the account is distributed in a lump sum within ninety days unless the participant is a specified employee in which case payment will be subject to a 6-month delay.

Investments under the SCRPs mirror those provided to participants under the Company’s 401(k) Plan. Vesting under the plans is follows the 4-year graded vesting schedule under the Company’s 401(k) Plan. Vesting is accelerated due to death, disability retirement or attainment of normal retirement age (all as defined under the Company’s 401(k) Plan).

The Merger met the definition of a change-in-control event under the terms of the plan. As dictated by the plan, the participant’s balance at the time of the Merger were paid out in the form of a lump sum within ninety days following the Merger.

Supplemental Executive Retirement Plan

The Supplemental Executive Retirement Plan (DC SERP) is a nonqualified supplemental executive retirement plan that provided benefits in lieu of the SRIP to a small group of key executives who were not eligible to participate in the Defined Benefit Plan or the SRIP. Under the DC SERP, an executive was eligible to receive an annual contribution of a specified percentage of compensation. This contribution was offset by supplemental contributions to the 401(k) Plan and contributions to the SCRPs.

The plan was amended to discontinue further benefit accruals on earnings paid after December 31, 2020. Devon’s subsequent Merger with WPX met the definition of a change-in-control event under the terms of the plan. As dictated by the plan, the participant’s balance at the time of the Merger were paid out in the form of a lump sum within ninety days following the Merger. Mr. Hager, the plan’s sole participant at the time of the Merger, has a small balance that was contributed after the Merger related to his earnings in the fourth quarter of 2020. The DC SERP will terminate following payment of the remaining balance.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

Devon will be obligated to make certain payments to the NEOs or potentially accelerate the vesting of their equity awards and retirement benefits upon termination of their employment or upon a change-in-control of the Company pursuant to the following plans or agreements:

• an “Employment Agreement” is applicable to the President and CEO and each of the Executive Vice Presidents,

• the Defined Benefit Plan,

• the 401(k) Plan,

• the SCRPs/DC SERP, and

• the Company’s Long-Term Incentive Plans (the Devon 2015 Long-Term Incentive Plan (the 2015 Plan) and the 2017 LTIP, as well as the WPX Plan)

Please refer to the discussion in the sections immediately above for information about Devon’s Defined Benefit Plan, 401(k) Plan, Nonqualified Deferred Compensation Plan and the SCRPs/DC SERP.

As specified below, the Employment Agreement with Devon’s NEOs provide the following rights to compensation in the event of employment termination:

Accrued Payments Upon Termination of Employment

Upon termination under the agreements, the NEO is entitled to receive the accrued amounts earned during his or her term of employment, including:

(i) any earned but unpaid salary through the date of termination,

(ii) any accrued but unused vacation pay,

(iii) the annual performance bonus amount only if the NEO has been employed the entire year upon which such annual performance bonus is based, and

(iv) amounts he or she is otherwise entitled to under Devon’s employee benefit plans (together, the “Accrued Amounts”).

Rights Upon Termination for Death or Disability

In addition to the Accrued Amounts, if the NEO’s employment terminates by reason of death or disability, the NEO is entitled to receive a pro rata share of any performance bonus for the performance period in which the day of termination occurs (based on the number of days worked in the performance period), payable at the same time it is payable to other participants in the performance bonus plan.

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