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This excerpt taken from the DVN DEF 14A filed Apr 28, 2008. Role of the
Compensation Committee and Senior Executive Officers
Our executive compensation philosophy is established by the
Committee, which also administers the overall executive
compensation program. The Committee operates under a written
charter approved by the Board of Directors. The charter is
available on our website 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 or her area of
responsibility. We believe this to be a unique practice among
compensation committees. In addition, the CEO and the President
discuss with the Committee their evaluation of each senior
executive’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 pay.
The Committee takes into consideration the CEO’s and
President’s recommendations, the Committee’s own
review of competitive market data, recent Company performance,
interviews with the senior executive officers and our
compensation philosophy. The Committee then determines the pay
levels for each senior executive officer. In executive session
and without any executive officer present, the Committee
determines the CEO’s and President’s pay levels.
Mr. Heatly, the Company’s vice president of
accounting, is included in the group of named executive officers
solely because he is the Company’s principal financial
officer and not because he was one of the most highly paid
senior executive officers. Mr. Heatly was not a senior
executive officer in 2007. Therefore, his salary and bonus were
determined in accordance with the compensation practices applied
to the other non-senior executive officers of the Company. For
the purposes of the discussion of executive compensation
practices set forth in this Compensation Discussion and
Analysis, the term named executive officers does not include
Mr. Heatly.
2007 pay decisions are discussed further in the
“Executive Compensation in 2007” section below.
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