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This excerpt taken from the DVN DEF 14A filed Apr 24, 2009. Role of the
Committee and Senior Executive Officers
The Committee establishes our executive compensation philosophy
and administers the overall executive compensation program. The
Committee operates under a written charter approved by the Board
of Directors. The Charter is available at
www.devonenergy.com.
Each year, the Committee conducts an individual, in-depth
interview of each senior executive officer to discuss the
officer’s analysis of the Company’s performance for
the year and the performance within his area of responsibility.
We believe this is a unique practice among compensation
committees and a highly effective tool in the Committee’s
oversight of the executive compensation process. In addition,
the CEO and the President discuss with the Committee their
evaluation of each senior executive officer’s performance,
role, development, and potential to take on greater or different
responsibilities. The CEO and President then make
recommendations to the Committee for changes to compensation for
senior executive officers. Neither the CEO nor the President
makes any recommendation to the Committee regarding his own
compensation.
The Committee considers the CEO’s and the President’s
recommendations, the Committee’s own review of competitive
market data, the Company’s recent performance, the
Committee’s interviews with senior executive officers, the
independent compensation consultant’s input, and the
Company’s compensation philosophy. The Committee then
determines whether to accept the CEO’s and the
President’s recommendations of compensation for senior
executive officers, and in a closed session without any senior
executive officer present, sets the CEO’s and the
President’s compensation.
Compensation decisions are further discussed in the
“Compensation Decisions in 2008” section below.
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