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 officers analysis of the Companys 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 executives 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 CEOs and Presidents recommendations, the Committees 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 CEOs and Presidents pay levels.
Mr. Heatly, the Companys vice president of accounting, is included in the group of named executive officers solely because he is the Companys 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.