Exhibit 99.1

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF CENOVUS ENERGY INC.

The Annual Meeting of Shareholders (the “Meeting”) of Cenovus Energy Inc. (the “Corporation”, “we”, “us”, or “our”) will be held on Wednesday, April 29, 2020 at 1:00 p.m. Calgary time in The Metropolitan Conference Centre, Metropolitan Ballroom, 333 – 4 Avenue S.W., Calgary, Alberta, Canada, T2P 0H9 for the following purposes (with reference to the relevant section of the management information circular (the “Circular”) for additional details):

 

1.	to receive the consolidated financial statements of the Corporation, together with the auditor’s report thereon, for the year ended December 31, 2019;

 

2.	to appoint the auditor of the Corporation (see Appointment of Auditor);

 

3.	to elect directors of the Corporation (see Election of Directors);

 

4.	to consider, and if deemed fit, approve a non-binding advisory shareholder resolution on the Corporation’s approach to executive compensation (see Shareholder Advisory Vote on Executive Compensation); and

 

5.	to transact such other business as may properly be brought before the Meeting or any adjournment(s) thereof.

You are entitled to receive notice of and vote at the Meeting if you are a holder of common shares of the Corporation (a “shareholder”) at the close of business on March 2, 2020.

Notice and Access We are using the “notice and access” procedures adopted by the Canadian Securities Administrators for the delivery of the Circular. The principal benefit of the notice and access procedure is that it reduces costs and the environmental impact of producing and distributing large quantities of paper documents. Shareholders who have consented to delivery of materials are receiving this Notice of Meeting in an electronic format. For additional information, see Voting and Proxy – Questions & Answers in the Circular. You should access and review all information contained in the Circular before voting.

Registered and Non-Registered (Beneficial) Shareholders If you are a registered shareholder, you have a choice of voting by proxy on the internet, by telephone, by mail or by fax using your proxy form to appoint another person to attend the Meeting and act for you, or voting in person by attending the Meeting. If you are a non-registered (beneficial) shareholder, you must vote using your voting instruction form, which typically allows you to vote by proxy on the internet, by telephone, by mail or by fax and, if you want to vote in person at the Meeting, you must appoint yourself as a proxyholder. If you vote by proxy on the internet, by telephone, by mail or by fax in advance of the Meeting, your vote will be counted, whether or not you attend the Meeting. Even if you attend the Meeting, you may find it convenient to vote in advance. Please refer to your proxy form or voting instruction form, as applicable, and to the Voting and Proxy – Questions & Answers section in the Circular for assistance in determining whether you are a registered or non-registered (beneficial) shareholder and for more information on the voting methods available to you.

Completed proxy forms must be received by the transfer agent and registrar of the Corporation, Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, no later than 1:00 p.m. Calgary time on April 27, 2020 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of any adjourned or postponed meeting. Completed voting instruction forms must be returned in accordance with the instructions on the form.

Your vote is important. Please read the enclosed materials carefully. If you have questions about any of the information or require assistance in completing your proxy form or voting instruction form, as the case may be, please contact our strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, toll-free in North America at 1-866-851-4179 or by email at contactus@kingsdaleadvisors.com. A live webcast of the Meeting will be available on our website at cenovus.com.

Shareholders, proxyholders and guests will be required to present government-issued photo identification prior to being permitted to enter the Meeting. For the safety and security of all those in attendance, the Corporation’s authorized representatives may also inspect bags and shall be entitled to request that bags not be brought into the Meeting.

Only registered shareholders and proxyholders are entitled to participate and vote in the business of the Meeting. Persons who are not registered shareholders or proxyholders who wish to attend the Meeting as a registered guest should request permission to attend in advance of the Meeting via email to investor.relations@cenovus.com, by telephone at 1-403-766-7711 (toll-free in Canada at 1-877-766-2066) or by mail to Investor Relations, Cenovus Energy Inc., 225 – 6 Avenue S.W., P.O. Box 766, Calgary, Alberta, Canada, T2P 0M5. Persons not entitled or required to be present at the Meeting, including registered guests, may be admitted only with the consent of the Chair of the Meeting or with consent of the Meeting.

By order of the board of directors of Cenovus Energy Inc.

/s/ Gary F. Molnar

Gary F. Molnar

Corporate Secretary

Calgary, Alberta

March 2, 2020

 

Cenovus Energy Inc.				2020 Management Information Circular

INVITATION LETTER

Dear fellow shareholders:

On behalf of Cenovus Energy Inc.’s board of directors, management and employees, we invite you to attend our 2020 Annual Meeting of Shareholders (the ”Meeting”). The Meeting will be held on Wednesday, April 29, 2020 at 1:00 p.m. Calgary time in The Metropolitan Conference Centre, Metropolitan Ballroom, 333 – 4 Avenue S.W., Calgary, Alberta, Canada, T2P 0H9. The items of business to be considered and acted on at the Meeting are described in the Notice of Annual Meeting of Shareholders of Cenovus Energy Inc. and accompanying management information circular.

Following the formal portion of the Meeting, management will review our 2019 financial and operational performance, provide an overview of our priorities for 2020 and open the floor to questions from shareholders. If you cannot attend the Meeting you may submit questions in advance and we are pleased to offer a live webcast, available on our website at cenovus.com.

Your vote is important to us. Your vote will be counted, whether you vote in person at the Meeting or vote in advance of the Meeting by proxy on the internet, by telephone, by mail or by fax. Even if you attend the Meeting, you may find it convenient to vote in advance.

We have included a Voting and Proxy – Questions & Answers section in the accompanying management information circular, or you can contact our strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, toll-free in North America at 1-866-851-4179 or by email at contactus@kingsdaleadvisors.com, for assistance voting or if you have questions relating to the enclosed materials.

Our 2019 Annual Report is available on our website at cenovus.com. We encourage you to visit our website throughout the year for updated information and to find out more about our business.

Yours truly,

 

/s/ Patrick D. Daniel		/s/ Alexander J. Pourbaix
Patrick D. Daniel		Alexander J. Pourbaix
Board Chair		President & Chief Executive Officer

 

Cenovus Energy Inc.				2020 Management Information Circular

TABLE OF CONTENTS

 

	1			VOTING AND PROXY – QUESTIONS & ANSWERS
	5			BUSINESS OF THE MEETING
	5			FINANCIAL STATEMENTS
	5			APPOINTMENT OF AUDITOR
	5			ELECTION OF DIRECTORS
	6			SHAREHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION
	7			INFORMATION ON DIRECTOR NOMINEES
	7			DIRECTOR NOMINEES
	18			CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS
	19			CORPORATE GOVERNANCE
	19			OUR COMMITMENT TO SHAREHOLDER ENGAGEMENT
	20			DIRECTOR COMPENSATION
	20			PHILOSOPHY
	20			GOVERNANCE
	20			OVERVIEW
	24			EXECUTIVE COMPENSATION
	24			LETTER TO SHAREHOLDERS
	25			COMPENSATION DISCUSSION AND ANALYSIS
	26			COMPENSATION GOVERNANCE
	26			ROLE OF THE BOARD AND HRC COMMITTEE
	29			COMPENSATION PHILOSOPHY
	31			EXECUTIVE COMPENSATION PROGRAM DESIGN
	31			ELEMENTS OF COMPENSATION
	35			2019 EXECUTIVE COMPENSATION
	35			2019 NAMED EXECUTIVE OFFICERS
	36			2019 EXECUTIVE COMPENSATION DECISIONS
	40			COMPENSATION TABLES
	45			INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
	46			ADDITIONAL INFORMATION
	A-1			SCHEDULE A – SUMMARY OF STOCK OPTION PLAN AND ADDITIONAL COMPENSATION PLAN INFORMATION
	B-1			SCHEDULE B – CORPORATE GOVERNANCE
	ADVISORY

 

Cenovus Energy Inc.				2020 Management Information Circular

VOTING AND PROXY – QUESTIONS & ANSWERS

 

 

Cenovus Energy Inc.		1		2020 Management Information Circular

 

 

Cenovus Energy Inc.		2		2020 Management Information Circular

 

 

Cenovus Energy Inc.		3		2020 Management Information Circular

 

 

Cenovus Energy Inc.		4		2020 Management Information Circular

BUSINESS OF THE MEETING

 

1. FINANCIAL STATEMENTS

The consolidated financial statements of Cenovus for the year ended December 31, 2019 and the auditor’s report thereon are included in our 2019 Annual Report, which is available on our website at  cenovus.com.

2. APPOINTMENT OF AUDITOR

The Board of Directors of Cenovus unanimously recommends that PricewaterhouseCoopers LLP, Chartered Professional Accountants, Calgary, Alberta, be appointed auditor of Cenovus to hold office until the close of the next annual meeting of shareholders. PricewaterhouseCoopers LLP was first appointed as our auditor on November 30, 2009. The following table provides information about the fees billed to Cenovus for professional services rendered by PricewaterhouseCoopers LLP in the years ended December 31, 2019 and 2018:

 

($ thousands)		2019				2018
Audit Fees			2,938				2,885
Audit-Related Fees			226				344
Tax Fees			2				3
All Other Fees			284				21
Total			3,450				3,253

Audit Fees consist of the aggregate fees billed for the audit of the Corporation’s annual financial statements or services that are normally provided in connection with statutory and regulatory filings or engagements.

Audit-Related Fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Corporation’s financial statements and are not reported as Audit Fees. The services provided in this category include audit-related services in relation to Cenovus’s prospectuses, systems development, controls testing and participation fees levied by the Canadian Public Accountability Board. Fees related to the acquisition or divestiture of assets are also included in Audit-Related Fees.

Tax Fees consist of the aggregate fees billed for tax compliance and tax advice.

All Other Fees relate to fees billed for the review of Extractive Sector Transparency Measures Act filings, advisory services around Enterprise Resource Planning and the Corporation’s Innovation Process.

Unless instructed otherwise, the persons designated in the accompanying proxy form intend to vote FOR the appointment of PricewaterhouseCoopers LLP as auditor of Cenovus.

For information on governance procedures related to our auditor, including audit partner rotation, see Schedule B – Corporate Governance – Audit Committee to this Circular.

3. ELECTION OF DIRECTORS

Cenovus’s articles provide that there must be at least three and no greater than 17 directors. There are currently 12 directors, including Mr. Patrick Daniel and Mr. Wayne Thomson, who, after serving on our Board since the Corporation’s inception in 2009, will be retiring from the Board this year and will not stand for re-election. The Corporation would like to thank Mr. Daniel and Mr. Thomson for their many contributions to Cenovus and its Board.

In accordance with our by-laws, the Board has determined that 11 directors will be elected at the Meeting. Shareholders will be asked at the Meeting to elect, individually, as directors each of the nominees listed below.

 

1.					Keith M. Casey		7.					Keith A. MacPhail
2.					Susan F. Dabarno		8.					Richard J. Marcogliese
3.					Jane E. Kinney		9.					Claude Mongeau
4.					Harold N. Kvisle		10.					Alexander J. Pourbaix
5.					Steven F. Leer		11.					Rhonda I. Zygocki
6.					M. George Lewis

All of the proposed nominees, other than Mr. M. George Lewis and Mr. Keith M. Casey, were duly elected as directors at the annual meeting of shareholders held on April 24, 2019. Mr. Lewis was appointed as a director by the Board effective July 24, 2019. Mr. Casey is a new director nominee who has not yet joined the Board. Each director elected at the Meeting will hold office until the close of the next annual meeting of the shareholders of the Corporation or until such office is earlier vacated.

Unless instructed otherwise, the persons designated in the accompanying proxy form intend to vote FOR the election of each nominee named below under Information on Director Nominees – Director Nominees.

Majority Voting Policy

Our Policy on Directors’ Voting Procedures (“Majority Voting Policy”) provides that in an uncontested election of directors, if any nominee does not receive a greater number of votes “For” than votes “Withheld” from his or her election, the nominee shall be considered not to have received the support of the shareholders, even though duly elected. If such a nominee is an existing member of the Board standing for re-election, the Majority Voting Policy requires such a director to immediately tender his or her resignation to the Board, to take effect upon acceptance by the Board. The Nominating and Corporate Governance Committee (the “NCG Committee”) will expeditiously consider the resignation and make a recommendation to the Board on how to proceed. The Board, in the absence of exceptional circumstances, will accept the resignation consistent with an orderly transition. The director will not participate in any Board or Board committee deliberations on the resignation offer. The Board will make its decision to accept or reject the resignation within 90 days after the date of the

 

 

Cenovus Energy Inc.		5		2020 Management Information Circular

 

 

Cenovus Energy Inc.		6		2020 Management Information Circular

INFORMATION ON DIRECTOR NOMINEES

DIRECTOR NOMINEES

 

Keith M. Casey

		New Director Nominee Independent Age: 53 San Antonio, Texas U.S.   Share Ownership: Common Shares(1): Nil DSUs(2): N/A Meets Requirement: N/A(3) Share Ownership Multiple: N/A(3)		Skills and Experience:   •   Senior Level Oil & Gas Industry Experience •   Executive Officer Experience •   Strategic Planning & Execution •   Refining •   Marketing & Transportation •   Financial, Accounting & Capital Markets •   Risk Management •   Human Resources, Compensation & Organizational Management •   Government & Stakeholder Relations •   Governance •   Safety, Environment & Health

Mr. Casey is Chief Executive Officer of Tatanka Midstream LLC, a private midstream company. Mr. Casey spent five years with Andeavor Corporation (“Andeavor”), formerly known as Tesoro Corporation, an integrated petroleum refining, logistics, and marketing company. Mr. Casey was Executive Vice-President Commercial and Value Chain of Andeavor, from August 2016 to October 2018, and was responsible for overseeing the integrated commercial value chain focused on maximizing Andeavor’s asset base through its midstream, infrastructure and refining assets. Prior to that, Mr. Casey was Executive Vice-President, Operations of Andeavor from May 2014 to August 2016, and Senior Vice-President, Strategy and Business Development of Andeavor from April 2013 to May 2014.

Prior to joining Andeavor, Mr. Casey was Vice-President with BP Products North America Inc., from 2006 to 2013. Mr. Casey has worked in the refining industry since 1998 and prior to that, he held leadership and operational roles with Praxair Incorporated and Union Carbide Corp.

Mr. Casey served as a director of Andeavor Logistics LP, formerly Tesoro Logistics LP, a publicly traded midstream service company, from April 2014 to April 2015 and has served as a director of a number of private midstream companies.

Mr. Casey holds a Bachelor of Science degree in Metallurgical and Materials Engineering from California Polytechnic State University, San Luis Obispo.

 

Board and Board Committee Memberships		Meeting Attendance
Board				N/A(3)			N/A(3)

See Notes to “Information on Director Nominees” on page 18.

Voting Results of 2019 Annual Meeting		Number		Percentage
Votes For:		N/A(3)		N/A(3)
Votes Withheld:		N/A(3)		N/A(3)

 

Other Public Company Board / Committee Memberships		Stock Exchange
None

 

 

Cenovus Energy Inc.		7		2020 Management Information Circular

 

Susan F. Dabarno

		Director since April 2017 Independent Age: 67 Bracebridge, Ontario, Canada   Share Ownership: Common Shares(1): 30,124 DSUs(2): 58,716 Meets Requirement: Yes Share Ownership Multiple: 4.2x		Skills and Experience: •   Executive Officer Experience •   Strategic Planning & Execution •   Financial, Accounting & Capital Markets •   Risk Management •   Human Resources, Compensation & Organizational Management •   Government & Stakeholder Relations •   Governance

Ms. Dabarno is a director of Manulife Financial Corporation, a publicly traded insurance and financial services company. She has extensive wealth management and financial expertise gained from her many years of experience building and leading some of the largest wealth management platforms in Canada. Ms. Dabarno served as Executive Chairman of Richardson Partners Financial Limited (“Richardson”), an independent wealth management services firm, from October 2009 to April 2010, and as President and Chief Executive Officer of Richardson from June 2003 to October 2009, during which time she was responsible for leading the firm’s growth strategy. Prior to joining Richardson, she was President and Chief Operating Officer at Merrill Lynch Canada Inc., and prior to that she held various increasingly senior roles with Canada Trust and later Midland Walwyn Inc., until it was acquired by Merrill Lynch in 1999. In each of these positions, Ms. Dabarno was progressively responsible for personal investment management, private equity and alternative investment strategies, while adhering to strict regulatory requirements and governance protocols applied to the industry.

Ms. Dabarno has chaired the boards of Meridian Securities, Canada Trust Insurance Company, Barbados and First Canada Securities International as well as serving as trustee of Canada Trust Investment Income. She served as a director of the Toronto Waterfront Revitalization Corporation (government-funded organization), Bridgepoint Health Foundation (not-for-profit) and People Corporation.

Ms. Dabarno has contributed to the investment industry as a member of the Council of Governors of the Investment Funds Institute of Canada and as a director of the Mutual Fund Dealers Association of Canada. She has been awarded the Queen Elizabeth II Diamond Jubilee Medal by the Investment Industry Association of Canada and honoured by the YWCA of New York City as a Woman of Distinction. Ms. Dabarno is a Fellow of the Chartered Professional Accountants of Ontario (FCPA) and holds a Class II Diploma from McGill University.

 

 

Cenovus Energy Inc.		8		2020 Management Information Circular

Jane E. Kinney

		Director since April 2019 Independent Age: 62 Toronto, Ontario, Canada   Share Ownership: Common Shares(1): 4,200 DSUs(2): 21,872 Meets Requirement: Yes Share Ownership Multiple: 1.4x		Skills and Experience:   •   Strategic Planning & Execution •   Financial, Accounting & Capital Markets •   Risk Management •   Human Resources, Compensation & Organizational Management •   Government & Stakeholder Relations •   Governance

Ms. Kinney is a director of Intact Financial Corporation, a publicly traded insurance company. She is a seasoned business leader with over 30 years of experience in providing advisory services to global financial institutions and has extensive experience in enterprise risk management, regulatory compliance, cyber and IT risk management, digital transformation and stakeholder relations. Ms. Kinney spent 25 years with Deloitte LLP Canada (“Deloitte”), and was admitted to the Partnership in 1997. She was appointed Vice Chair, Leadership Team Member of Deloitte in June 2010 and served in this role until her retirement in June 2019. Previous positions with Deloitte include Canadian Managing Partner, Quality & Risk from May 2010 to June 2015, Global Chief Risk Officer from June 2010 to May 2012, and Risk and Regulatory Practice Leader from June 1999 to May 2010. She has also served as a lecturer at the University of Manitoba, Dalhousie University and Saint Mary’s University.

She is a member of the Perimeter Institute for Theoretical Physics, a member of the board of directors of the Women’s College Hospital Foundation, Board Chair of Toronto Finance International and Chair of the Patron’s Council of the Alzheimer Society of Toronto.

Ms. Kinney is a leader of her profession and has been recognized as a Fellow of the Chartered Professional Accountants of Ontario. Ms. Kinney holds a Mathematics degree from the University of Waterloo. In 2013 she was awarded the Math Alumni Achievement Medal from the University of Waterloo and in 2014 was recognized as one of Canada’s Most Powerful Women by the Women’s Executive Network.

 

 

Cenovus Energy Inc.		9		2020 Management Information Circular

 

Harold (Hal) N. Kvisle

		Director since April 2018 Independent Age: 67 Calgary, Alberta, Canada   Share Ownership: Common Shares(1): 65,000 DSUs(2): 43,277 Meets Requirement: Yes Share Ownership Multiple: 5.3x		Skills and Experience:   •   Senior Level Oil & Gas Industry Experience •   Executive Officer Experience •   Strategic Planning & Execution •   Operations & Resource Development •   Refining •   Marketing & Transportation •   Financial, Accounting & Capital Markets •   Risk Management •   Human Resources, Compensation & Organizational Management •   Government & Stakeholder Relations •   Governance •   Safety, Environment & Health

Mr. Kvisle is a director and Chairman of ARC Resources Ltd., a publicly traded oil and gas company; and a director and Board Chair of Finning International Inc., a publicly traded heavy equipment company. Mr. Kvisle served as a director of Cona Resources Ltd. (“Cona”), a publicly traded heavy oil company, from November 2011 to May 2018 when Cona was acquired by Waterous Energy Fund (May 22, 2018); and as President and Chief Executive Officer of Talisman Energy Inc. (“Talisman”), a publicly traded oil and gas company, from September 2012 to May 2015 and as a director of Talisman from May 2010 to May 2015. From 2001 to 2010, Mr. Kvisle was President and Chief Executive Officer of TransCanada Corporation, now TC Energy Corporation (“TC Energy”), a publicly traded pipeline and power company. Prior to joining TC Energy in 1999, he was the President of Fletcher Challenge Energy Canada Inc. Previously, he held engineering, finance and management positions with Dome Petroleum Limited. Mr. Kvisle has worked in the oil and gas industry since 1975 and in the utilities and power industries since 1999.

Mr. Kvisle is the founding Chair of the Business Council of Alberta, the former Chair of the Interstate Natural Gas Association of America (INGAA), the former Chair of the Mount Royal College Board of Governors and the former Chair of the Nature Conservancy of Canada.

Mr. Kvisle holds a Bachelor of Science in Engineering degree from the University of Alberta, a Masters in Business Administration degree from the University of Calgary, an Honorary Bachelor of Arts degree from Mount Royal University and an Honorary Doctor of Laws degree from the University of Calgary.

 

 

Cenovus Energy Inc.		10		2020 Management Information Circular

Steven F. Leer

		Director since April 2015 Independent Age: 67 Boca Grande, Florida, U.S.   Share Ownership: Common Shares(1): 2,000 DSUs(2): 87,124 Meets Requirement: Yes Share Ownership Multiple: 4.1x		Skills and Experience:   •   Executive Officer Experience •   Strategic Planning & Execution •   Marketing & Transportation •   Financial, Accounting & Capital Markets •   Risk Management •   Human Resources, Compensation & Organizational Management •   Government & Stakeholder Relations •   Governance •   Safety, Environment & Health

Mr. Leer is lead director of Norfolk Southern Corporation, a publicly traded North American rail transportation provider and a director of Parsons Corporation, a publicly traded engineering, construction, technical, and management services firm. Mr. Leer served as a director and the non-executive Chairman of the Board of USG Corporation (“USG”), a publicly traded manufacturer and distributor of high performance building systems, from November 2016 to April 2019; lead director of USG from January 2012 to November 2016; and as a director of USG from June 2005 to January 2012, during which time he was a member and Chair of USG’s Governance Committee and a member of its Compensation and Organization Committee. Mr. Leer served as Chairman of Arch Coal, Inc. (“Arch Coal”), a publicly traded coal producing company, from April 2006 to April 2014, and served as a director of Arch Coal and its predecessor company from 1992 until April 2014. During his tenure with Arch Coal and its predecessor company, he also served as Chief Executive Officer from July 1992 to April 2012 and President from July 1992 to April 2006.

Mr. Leer served on the boards of the Center for Energy and Economic Development, the National Coal Council, the National Mining Association, in each case Chairman, and was on the board of the Mineral Information Institute. Mr. Leer is a former member of the Board of Trustees of Washington University in St. Louis and he is a former director of the Business Roundtable and the National Association of Manufacturers. In addition, he is a former delegate to the Coal Industry Advisory Board of the International Energy Agency in Paris. Mr. Leer holds a Bachelor of Science degree in Electrical Engineering from the University of the Pacific and a Masters in Business Administration from Washington University’s Olin School of Business. Mr. Leer was awarded an honorary doctorate by University of the Pacific in May 1993.

 

 

Cenovus Energy Inc.		11		2020 Management Information Circular

 

M. George Lewis

		Director since July 2019 Independent Age: 59 Toronto, Ontario, Canada   Share Ownership: Common Shares(1): 20,000 DSUs(2): 19,226 Meets Requirement: Yes Share Ownership Multiple: 2.5x		Skills and Experience:   •   Executive Officer Experience •   Strategic Planning & Execution •   Financial, Accounting & Capital Markets •   Risk Management •   Human Resources, Compensation & Organizational Management •   Government & Stakeholder Relations •   Governance •   Safety, Environment & Health

Mr. Lewis is a director of Legal & General Group plc, a publicly traded global asset and risk management company listed on the London Stock Exchange (“LSE”), a director of AOG Group, a private European-based capital investment firm, and a director of the Ontario Teachers’ Pension Plan. Mr. Lewis is a former director of and Chair of the Audit and Risk Committees at Ontario Power Generation, a government-owned energy company, and Enbridge Income Fund Holdings Inc., which was acquired by Enbridge Inc. in November 2018.

Mr. Lewis enjoyed a 30 year career as a professional and executive leader with Royal Bank of Canada (“RBC”), one of Canada’s largest public companies and financial institutions, before retiring in 2016 to focus on serving as a corporate director. He was appointed as a member of RBC’s Group Executive with responsibility for Wealth Management in 2007, adding Insurance in 2012.

He is a director of the Board of the Foundation for the Anglican Diocese of Toronto, a director of the Canadian Film Centre, a current member and past chair of the Bishop’s Company of the Anglican Diocese of Toronto, and a patron and member of the Cabinet of the United Way of Toronto and York Region. Mr. Lewis also served as the Honorary Colonel Commandant of the Royal Canadian Chaplain Service of the Canadian Armed Forces.

Mr. Lewis is a Chartered Financial Analyst, a Fellow of the Institute of Chartered Accountants of Ontario, a Fellow of the Chartered Accountants of Canada and is certified by the Institute of Corporate Directors. Mr. Lewis holds a Bachelor of Commerce degree with high distinction from Trinity College at the University of Toronto and a Masters of Business Administration degree with distinction from Harvard University.

 

Board and Board Committee Memberships		Meeting Attendance
Board				2 of 2	(9)		100%(9)
Human Resources and Compensation Committee				2 of 2	(9)		100%(9)
Nominating and Corporate Governance Committee				2 of 2	(9)		100%(9)

See Notes to “Information on Director Nominees” on page 18.

Voting Results of 2019 Annual Meeting		Number		Percentage
Votes For:		N/A(10)		N/A(10)
Votes Withheld:		N/A(10)		N/A(10)

 

Other Public Company Board / Committee Memberships		Stock Exchange
Legal & General Group plc         Audit Committee         Nominations Committee         Risk Committee		LSE

 

 

 

 

Cenovus Energy Inc.		12		2020 Management Information Circular

Keith A. MacPhail

		Director since April 2018 Independent Age: 62 Calgary, Alberta, Canada   Share Ownership: Common Shares(1): 306,000 DSUs(2): 43,277 Meets Requirement: Yes Share Ownership Multiple: 17.2x		Skills and Experience:   •   Senior Level Oil & Gas Industry Experience •   Executive Officer Experience •   Strategic Planning & Execution •   Operations & Resource Development •   Marketing & Transportation •   Risk Management •   Human Resources, Compensation & Organizational Management •   Government & Stakeholder Relations •   Governance •   Safety, Environment & Health

Mr. MacPhail is a director and Chairman of Bonavista Energy Corporation, formerly Bonavista Petroleum Ltd. (“Bonavista”), a publicly traded oil and gas company; a director and Chairman of NuVista Energy Ltd., a publicly traded oil and gas company; and serves on the board of directors of a private oil and gas company. Mr. MacPhail served as Executive Chairman of Bonavista from 2012 to 2018; as Chairman and Chief Executive Officer from 2008 to 2012; and as President and Chief Executive Officer from 1997 to 2008. Prior to joining Bonavista Petroleum Ltd. in 1997, Mr. MacPhail held progressively more responsible positions with Canadian Natural Resources Limited, with his final position being Executive Vice President and Chief Operating Officer. Previously, he held the position of Production Manager with Poco Petroleums Ltd.

Mr. MacPhail holds a Bachelor of Science (Honours) degree in Petroleum Engineering from the Montana College of Mineral Science and is a member of the Association of Professional Engineers and Geoscientists of Alberta. Mr. MacPhail was appointed as a Member of the Order of Canada on June 27, 2019.

 

 

Cenovus Energy Inc.		13		2020 Management Information Circular

 

Richard J. Marcogliese

		Director since April 2016 Independent Age: 67 Alamo, California, U.S.   Share Ownership: Common Shares(1): 60,000 DSUs(2): 75,421 Meets Requirement: Yes Share Ownership Multiple: 6.5x		Skills and Experience:   •   Senior Level Oil & Gas Industry Experience •   Executive Officer Experience •   Strategic Planning & Execution •   Operations & Resource Development •   Refining •   Financial, Accounting & Capital Markets •   Risk Management •   Human Resources, Compensation & Organizational Management •   Government & Stakeholder Relations •   Governance •   Safety, Environment & Health

Mr. Marcogliese is the Principal of iRefine, LLC, a privately owned petroleum refining consulting company; Executive Advisor of Pilko & Associates L.P., a private chemical and energy advisory company; and a director of Delek US Holdings, Inc., a publicly traded downstream energy company. Mr. Marcogliese served as Operations Advisor to NTR Partners III LLC, a private investment company from October 2013 to December 2017, and as Operations Advisor to the Chief Executive Officer of Philadelphia Energy Solutions, a partnership between The Carlyle Group and a subsidiary of Energy Transfer Partners, L.P. that operates an oil refining complex on the U.S. Eastern seaboard, from September 2012 to January 2016. His more than 40-year career in the U.S. refining industry also includes over 25 years with Exxon Mobil Corporation (“Exxon”). In 2000, he joined Valero Energy Corporation (“Valero”), a publicly traded international manufacturer and marketer of transportation fuels, petrochemical products and power, as a result of an acquisition from Exxon, at which point he led an organizational transition from a major integrated oil company business model to Valero’s independent refiner business model. Mr. Marcogliese held increasingly senior positions with Valero including Senior Vice President of Strategic Planning in 2001, Senior Vice President of Refining Operations from October 2001 to November 2005 and Executive Vice President, Operations of Valero from December 2005 to October 2007. He served as Executive Vice President and Chief Operating Officer of Valero from October 2007 to December 2010 during which time he was responsible for the operation of Valero’s North American refinery system which processed three million barrels of oil per day.

Mr. Marcogliese is a past Chairman of the Western States Petroleum Association and holds a Bachelor of Engineering degree in Chemical Engineering from the New York University School of Engineering and Science.

 

 

Cenovus Energy Inc.		14		2020 Management Information Circular

Claude Mongeau

		Director since December 2016 Independent Age: 58 Montreal, Quebec, Canada   Share Ownership: Common Shares(1): 169,000 DSUs(2): 72,428 Meets Requirement: Yes Share Ownership Multiple: 10.8x		Skills and Experience:   •   Executive Officer Experience •   Strategic Planning & Execution •   Marketing & Transportation •   Financial, Accounting & Capital Markets •   Risk Management •   Human Resources, Compensation & Organizational Management •   Government & Stakeholder Relations •   Governance •   Safety, Environment & Health

Mr. Mongeau is a director of The Toronto-Dominion Bank, an international financial institution, and Norfolk Southern Corporation, a publicly traded North American rail transportation provider. He served as a director of TELUS Corporation, a publicly traded telecommunications company, from May 2017 to August 2019. He also served as a director of Canadian National Railway Company (“CN”), a publicly traded railroad and transportation company, from October 2009 to July 2016 and as President and Chief Executive Officer from January 2010 to June 2016. During his tenure with CN, he served as Executive Vice-President and Chief Financial Officer from October 2000 until December 2009 and from the time he joined CN in 1994 he held the titles of Vice-President, Strategic and Financial Planning and Assistant Vice-President, Corporate Development. Prior to joining CN, Mr. Mongeau was the Manager, Business Development for Imasco Inc. from 1993 to 1994, a partner with Groupe Secor Inc., a Montreal-based management consulting firm providing strategic advice to large Canadian corporations, from 1989 to 1993 and a consultant at Bain & Company from 1988 to 1989. Mr. Mongeau also served as a director of SNC-Lavalin Group Inc. from August 2003 to May 2015 and as a director of Nortel Networks Corporation and Nortel Networks Limited from June 2006 to August 2009.

Mr. Mongeau was Chairman of the Board of the Railway Association of Canada. He was named one of Canada’s Top 40 under 40 in 1997 and selected as Canada’s CFO of the Year in 2005 by an independent committee of prominent Canadian business leaders. Mr. Mongeau holds a Master of Business Administration degree from McGill University and has received honorary doctoral degrees from St. Mary’s and Windsor University.

 

 

Cenovus Energy Inc.		15		2020 Management Information Circular

 

Alexander J. Pourbaix

		Director since November 2017 Non-Independent, Management(13) Age: 54 Calgary, Alberta, Canada   Share Ownership: Common Shares(1): 638,081 DSUs(2): 72,879 Meets Requirement: Yes Share Ownership Multiple: 8.50x(14)		Skills and Experience:   •   Senior Level Oil & Gas Industry Experience •   Executive Officer Experience •   Strategic Planning & Execution •   Marketing & Transportation •   Financial, Accounting & Capital Markets •   Risk Management •   Human Resources, Compensation & Organizational Management •   Government & Stakeholder Relations •   Safety, Environment & Health

Mr. Pourbaix has served as President & Chief Executive Officer of Cenovus since November 6, 2017. Prior to leading Cenovus, Mr. Pourbaix spent 27 years with TC Energy and its affiliates in a broad range of leadership roles, including Chief Operating Officer from October 2015 to April 2017, during which time he was responsible for the company’s commercial activity and overseeing major energy infrastructure projects and operations. Prior to his role as Chief Operating Officer, Mr. Pourbaix held increasingly senior positions with TC Energy including Executive Vice-President and President, Development from March 2014 to September 2015, when he was responsible for leadership and execution of all of TC Energy’s growth initiatives; President, Energy & Oil Pipelines from July 2010 to February 2014; and President, Energy from July 2006 to June 2010. During his tenure at TC Energy, he gained extensive experience in corporate strategy, business development, mergers, acquisitions and divestitures, as well as stakeholder relations. Mr. Pourbaix was appointed a director of Canadian Utilities Limited, a publicly traded diversified global energy infrastructure corporation, on November 1, 2019 and was a director of Trican Well Service Ltd., a publicly traded oilfield services provider, from May 2012 until December 31, 2019.

Mr. Pourbaix is a director of the Business Council of Canada, Vice-Chair of the Board of Governors of the Canadian Association of Petroleum Producers, Board Chair at Mount Royal University, a member of the Business Council of Alberta and previous Chair of the Board of Directors for the Canadian Energy Pipeline Association. Mr. Pourbaix holds a Bachelor of Law degree and a Bachelor of Arts degree from the University of Alberta.

Mr. Pourbaix is not an independent director of the Board due to his position as President & Chief Executive Officer of Cenovus.

 

 

Cenovus Energy Inc.		16		2020 Management Information Circular

Rhonda I. Zygocki

		Director since April 2016 Independent Age: 62 Friday Harbor, Washington, U.S.   Share Ownership: Common Shares(1): 40,034 DSUs(2): 74,625 Meets Requirement: Yes Share Ownership Multiple: 5.3x		Skills and Experience:   •   Senior Level Oil & Gas Industry Experience •   Executive Officer Experience •   Strategic Planning & Execution •   Operations & Resource Development •   Financial, Accounting & Capital Markets •   Risk Management •   Human Resources, Compensation & Organizational Management •   Government & Stakeholder Relations •   Governance •   Safety, Environment & Health

Ms. Zygocki spent 34 years with Chevron Corporation (“Chevron”), a publicly traded integrated energy company, including as Executive Vice President, Policy and Planning from March 2011 until her retirement in February 2015. In this role, she was responsible for global corporate functions overseeing strategy and planning, policy, government and public affairs, health, environment and safety, real estate and technology ventures, and served as Secretary to the Public Policy Committee of the board of directors. Prior to that, she held a number of senior management and executive leadership positions in international operations, public affairs, strategic planning, policy, government affairs and health, environment and safety, including Vice President, Policy, Government and Public Affairs from May 2007 to March 2011 and Vice President, Health, Environment and Safety from April 2003 to May 2007. During her tenure with Chevron, Ms. Zygocki represented Chevron in high profile external engagements on topics covering climate change policy, responsible development, shale gas and hydraulic fracturing, global gas flaring reduction, energy policy, corporate responsibility, public-private partnerships, development in Africa and the fight against HIV/AIDS.

She is a former advisory board member of the Woodrow Wilson International Center of Scholars Canada Institute and a past Management Committee Chair of the International Association of Oil and Gas Producers. Ms. Zygocki graduated from Memorial University of Newfoundland with a Bachelor’s degree in Civil Engineering. In 2014, she was named by the National Diversity Council as one of the Top 50 Most Powerful Women in Oil and Gas. In 2015, she received the Award for Leadership Development from the Washington, D.C. chapter of the Society of International Development.

 

 

Cenovus Energy Inc.		17		2020 Management Information Circular

 

Notes to “Information on Director Nominees”:

 

(1)	Common Shares refers to the number of Common Shares, excluding fractional Common Shares, beneficially owned, or controlled or directed, directly or indirectly, by the nominee (and the nominee’s associates or affiliates, if applicable) as at March 2, 2020.

 

(2)

Deferred Share Units (“DSUs”) are not voting securities. See the Director Compensation section of this Circular for a description of DSUs. The number of DSUs is reported for each nominee as at March 2, 2020, including dividend equivalents earned, but excluding fractional units. DSUs held by Mr. Pourbaix were attained as an officer of Cenovus and not in his role as a director. On May 3, 2019, following her April 24, 2019 election to the Board, Ms. Kinney received an award of DSUs with a grant date fair value of $120,000, based on the volume weighted average trading price of the Common Shares on the Toronto Stock Exchange (“TSX”) of $13.0272, which converted to approximately 9,211 DSUs. On August 6, 2019, following his July 24, 2019 appointment to the Board, Mr. Lewis received an award of DSUs with a grant date fair value of $120,000, based on the volume weighted average trading price of the Common Shares on the TSX of $11.9579, which converted to approximately 10,035 DSUs. Mr. Casey is not currently eligible to hold DSUs as he is not a member of the Board or employee of Cenovus.

 

(3)	This section is not applicable because Mr. Casey is not currently a member of the Board and was not a nominee elected at the 2019 annual meeting of shareholders.

 

(4)	As of April 24, 2019, the mandate and responsibilities of the Reserves Committee were adopted and transferred to the Safety, Environment and Responsibility Committee, which was subsequently renamed the Safety, Environment, Responsibility and Reserves Committee (“SERR Committee”).

 

(5)	Ms. Dabarno was a member of the Reserves Committee until April 24, 2019, when it was dissolved.

 

(6)	Ms. Kinney was elected as a director on April 24, 2019 and was appointed a member of the Safety, Environment and Responsibility Committee (now the SERR Committee). She was subsequently appointed a member of the Audit Committee on June 1, 2019.

 

(7)	Mr. Kvisle was a member of the Safety, Environment and Responsibility Committee until April 24, 2019.

 

(8)	Mr. Leer was a member of the Reserves Committee until April 24, 2019, when it was dissolved.

 

(9)	Mr. Lewis was appointed a director on July 24, 2019 and was appointed a member of the HRC Committee and NCG Committee as of the same date.

 

(10)	This section is not applicable because Mr. Lewis was not a nominee elected at the 2019 annual meeting of shareholders.

 

(11)	Mr. MacPhail was a member of the NCG Committee until April 24, 2019, the Reserves Committee until it was dissolved, and was appointed a member of the Safety, Environment and Responsibility Committee (now the SERR Committee) as of the same date.

 

(12)	Mr. Mongeau was a member of the NCG Committee until April 24, 2019 and became Chair of the Audit Committee as of the same date, following Mr. Taylor’s retirement from the Board.

 

(13)	See the Compensation Discussion and Analysis section of this Circular for detailed information relating to Mr. Pourbaix’s compensation as an officer of Cenovus.

 

(14)	As a member of Management, Mr. Pourbaix complies with the share ownership guidelines for Cenovus’s executives. See the heading Executive Share Ownership Status in the Compensation Discussion and Analysis section for detailed information relating to Mr. Pourbaix’s share ownership multiple.

 

(15)	As a member of Management, Mr. Pourbaix does not serve on any standing committee of the Board.

 

(16)	Ms. Zygocki was a member of the Safety, Environment and Responsibility Committee until April 24, 2019 and became a member of the NCG Committee as of the same date.

 

 

Cenovus Energy Inc.		18		2020 Management Information Circular

CORPORATE GOVERNANCE

 

 

Below are highlights of our communications and external engagement activities.

 

Shareholder Engagement Policy		Cenovus has adopted the Engagement Policy to reinforce our commitment to meaningful communication and engagement with our shareholders. The policy is available on our website at cenovus.com.
Conference Calls with Investment Community		Management engaged in quarterly conference calls and webcasts with the investment community to review financial and operating results. Webcasts and presentations are available at cenovus.com.
Investor Day		Cenovus holds an investor day periodically to provide an update on the Corporation’s strategy, outlook and operations. Cenovus most recently held an Investor Day on October 2, 2019 in Toronto. Webcasts of these events are also made available at cenovus.com.
Management Shareholder/Investor Engagement Program		Management held numerous meetings and conference calls with shareholders and investors over the course of the year.
Director-Shareholder Engagement Meetings		In December 2019, members of our Board engaged with five of our largest shareholders representing nearly 20 percent of Cenovus’s Common Shares.

 

Cenovus Energy Inc.		19		2020 Management Information Circular

DIRECTOR COMPENSATION

 

 

Cenovus Energy Inc.		20		2020 Management Information Circular

Director Compensation Structure

The following table sets out the compensation structure for our non-employee directors:

 

Board Chair(1)
Annual retainer(2)			$	190,000
Annual DSU Award(3)			$	140,000
Non-employee Directors (excluding Board Chair)
Annual retainer(2)			$	70,000
Annual DSU Award(3)			$	120,000
Annual Committee Chair Retainers(2)(4)
Audit Committee Chair			$	25,000
Human Resources and Compensation Committee Chair			$	15,000
Nominating and Corporate Governance Committee Chair			$	10,000
Other Committee Chairs (each)			$	12,500
Annual Committee Member Retainer(2)			$	5,000
All Non-employee Directors (where applicable)
Travel fee (per instance)(5)			$	1,500

Notes:

(1)	As an ex officio non-voting member of each of the Committees, the Board Chair did not receive any Committee Member Retainer.

(2)	Annual retainers are pro-rated for periods of partial service.

(3)	Each director shall, in accordance with the DSU Plan for Directors, receive an annual equity-based award value in the form of DSUs.

(4)	There is no separate Committee Member retainer paid when the Committee Member is the Committee Chair.

(5)

A travel fee of $1,500 is paid for each Board or Committee meeting where a director travels outside of the province or state of his or her normal residence, or outside the country of his or her normal residence in the case of a director who is not normally resident in either Canada or the U.S., to attend at the location of a meeting of the Board or a committee of the Board.

Director Compensation Table

The following table summarizes the total compensation provided to our non-employee directors for the year ended December 31, 2019.

 

Name		Fees      Earned      ($)					Share-based      Awards      ($)					Total      ($)
Patrick D. Daniel (Board Chair)				190,000					140,000					330,000
Susan F. Dabarno				89,066					120,000					209,066
Jane E. Kinney(1)				58,924					120,000					178,924
Harold N. Kvisle				81,566					120,000					201,566
Steven F. Leer				94,066					120,000					214,066
M. George Lewis(2)				38,166					120,000					158,166
Keith A. MacPhail				81,566					120,000					201,566
Richard J. Marcogliese				87,500					120,000					207,500
Claude Mongeau				102,803					120,000					222,803
Charles M. Rampacek(3)				30,405					120,000					150,405
Colin Taylor(3)				34,320					120,000					154,320
Wayne G. Thomson				87,500					120,000					207,500
Rhonda I. Zygocki				96,000					120,000					216,000
Total:				1,071,882					1,580,000					2,651,882

Notes:

(1)	Ms. Kinney was first elected as a director on April 24, 2019.

(2)	Mr. Lewis was first appointed as a director on July 24, 2019.

(3)	Messrs. Rampacek and Taylor retired from the Board on April 24, 2019.

 

Cenovus Energy Inc.		21		2020 Management Information Circular

 

Director Detailed Fees   Below is a detailed breakdown of the fees earned by our non-employee directors for the year ended December 31, 2019, excluding share-based awards (i.e. the annual award of DSUs). A significant portion of our non-employee directors’ total compensation was elected by directors to be received in the form of DSUs, enhancing alignment of director interests with shareholders. See Board Committees in our Corporate Governance section of this Circular, attached as Schedule B, for additional information on Board Committee membership.

 

Name		Board   Retainer   Fees   ($)					Committee Chair Retainer Fees ($)					Committee Member Retainer Fees ($)					Travel Fees ($)					Total     Fees     Earned(1)     ($)					Fees   Taken   in DSUs   ($)					Fees Taken in DSUs (%)					Fees     Taken     in Cash     ($)					Fees Taken in Cash (%)
Patrick D. Daniel (Board Chair)(2)				190,000					-					N/A					-					190,000					190,000					100					-					-
Susan F. Dabarno(3)				70,000					-					11,566					7,500					89,066					89,066					100					-					-
Jane E. Kinney(4)				48,077					-					6,347					4,500					58,924					44,500					76					14,424					24
Harold N. Kvisle(5)				70,000					-					11,566					-					81,566					81,566					100					-					-
Steven F. Leer(6)				70,000					10,000					6,566					7,500					94,066					94,066					100					-					-
M. George Lewis(7)				30,770					-					4,396					3,000					38,166					-					-					38,166					100
Keith A. MacPhail(8)				70,000					-					11,566					-					81,566					81,566					100					-					-
Richard J. Marcogliese				70,000					-					10,000					7,500					87,500					87,500					100					-					-
Claude Mongeau(9)				70,000					17,171					8,132					7,500					102,803					102,803					100					-					-
Charles M. Rampacek(10)				21,924					3,915					1,566					3,000					30,405					-					-					30,405					100
Colin Taylor(10)				21,924					7,830					1,566					3,000					34,320					-					-					34,320					100
Wayne G. Thomson(11)				70,000					12,500					5,000					-					87,500					-					-					87,500					100
Rhonda I. Zygocki(12)				70,000					15,000					5,000					6,000					96,000					96,000					100					-					-
Total:				872,695					66,416					83,271					49,500					1,071,882					867,067					81					204,815					19

Notes:

(1)	Amounts reflect aggregate value of fees and/or retainers earned, excluding the annual DSU award.

(2)	As Board Chair, Mr. Daniel received the Board Chair annual retainer of $190,000 only. Mr. Daniel did not receive Committee Member Retainers.

(3)	Ms. Dabarno was a member of the Reserves Committee until April 24, 2019, when it was dissolved. Ms. Dabarno’s Reserves Committee Member retainer has been pro-rated accordingly.

(4)	Ms. Kinney was first elected as a director on April 24, 2019 and was appointed a member of the Safety, Reserves and Environment Committee (now the SERR Committee) as of the same date. She was appointed to the Audit Committee as of June 1, 2019. Retainer fees have been pro-rated accordingly.

(5)	Mr. Kvisle was a member of the Safety, Environment and Responsibility Committee until April 24, 2019. Mr. Kvisle’s Safety, Environment and Responsibility Committee retainer has been pro-rated accordingly.

(6)	Mr. Leer was a member of the Reserves Committee until April 24, 2019, when it was dissolved. Mr. Leer’s Reserves Committee Member retainer has been pro-rated accordingly.

(7)	Mr. Lewis was appointed to the Board on July 24, 2019 and was appointed a member of the HRC Committee and the NCG Committee as of the same date. Retainer fees have been pro-rated accordingly.

(8)

Mr. MacPhail was a member of the NCG Committee until April 24, 2019 and the Reserves Committee until April 24, 2019, when it was dissolved, and was appointed a member of the Safety, Reserves and Environment Committee (now the SERR Committee) as of the same date. Mr. MacPhail’s committee retainers for the NCG Committee, Reserves Committee and SERR Committee have been pro-rated accordingly.

(9)

Mr. Mongeau was a member of the NCG Committee until April 24, 2019. He was appointed Chair of the Audit Committee on April 24, 2019. Mr. Mongeau’s NCG Committee and Audit Committee retainers have been pro-rated accordingly and he received the Audit Committee Chair retainer from his appointment date of April 24, 2019 to December 31, 2019.

(10)	Messrs. Rampacek and Taylor retired from the Board on April 24, 2019, and their retainer fees have been pro-rated accordingly.

(11)

Mr. Thomson was Chair of the Reserves Committee until its dissolution on April 24, 2019. He was appointed as Chair of the Safety, Reserves and Environment Committee (now the SERR Committee) as of April 24, 2019, following Mr. Rampacek’s retirement from the Board. Mr. Thomson’s Reserves Committee Chair retainer and SERR Committee Chair retainer has been pro-rated accordingly.

(12)

Ms. Zygocki was a member of the Safety, Environment and Responsibility Committee until April 24, 2019 and became a member of the NCG Committee as of the same date. Her Safety, Environment and Responsibility Committee retainer and her NCG Committee retainers have been pro-rated accordingly. Ms. Zygocki attended the February Board and committee meetings via teleconference and therefore no travel fee was paid.

 

Cenovus Energy Inc.		22		2020 Management Information Circular

Outstanding Director Awards

The following table shows all share-based awards (i.e. DSUs) vested in 2019 for our non-employee directors and provides the value vested in relation to share-based awards during the year ended December 31, 2019, as well as the aggregate value of all share-based awards held by our non-employee directors as of December 31, 2019. Cenovus does not grant stock options to non-employee directors. For further details, see the Director Compensation – Director Deferred Share Unit Plan section of this Circular.

 

Name		Total DSUs    Awarded/Accrued    During 2019(1)    (#)					Value of DSUs      Awarded/Accrued During      2019(2)      ($)					Total Value of DSUs Held            at December 31, 2019(3)             ($)
Patrick D. Daniel (Board Chair)				35,162					464,139					3,593,753
Susan F. Dabarno				21,049					277,847					654,879
Jane E. Kinney				12,768					168,538					168,538
Harold N. Kvisle				20,188					266,482					451,084
Steven F. Leer				21,936					289,556					1,029,864
M. George Lewis				10,122					133,611					133,611
Keith A. MacPhail				20,188					266,482					451,084
Richard J. Marcogliese				21,199					279,827					875,385
Claude Mongeau				22,360					295,152					835,877
Wayne G. Thomson				15,287					201,789					1,762,517
Rhonda I. Zygocki				21,864					288,605					864,878
Total:				222,123					2,932,028					10,821,470

Notes:

(1)

Includes DSUs awarded as an initial or annual grant of DSUs as part of the non-employee director compensation program; DSUs awarded as a result of the director electing to take all or a portion of their fees in the form of DSUs; and any dividend equivalents credited, in the form of additional DSUs, consistent with dividends declared on Common Shares during the year ending December 31, 2019. Fractional units are excluded.

(2)	The value of DSUs awarded or accrued during 2019 was determined by multiplying the number of DSUs awarded to or accrued by each director during 2019, by the closing price of the Common Shares on the TSX on December 31, 2019 of $13.20.

(3)	The value of the total number of DSUs held by each director as at December 31, 2019, multiplied by the closing price of the Common Shares on the TSX on such date of $13.20.

Director Share Ownership Guidelines

Each non-employee director is required to maintain minimum holdings of Common Shares (including DSUs) representing a value equal to at least three times that director’s total compensation for the most recent year ended December 31. New directors are required to achieve the share ownership guidelines within five years of joining the Board. These requirements are intended to enhance alignment of director and shareholder interests. As of March 2, 2020, all of our directors were in compliance with the applicable share ownership guidelines. The following table illustrates the value of our non-employee directors’ holdings as at March 2, 2020.

 

Name		At-Risk Investment Beneficial  Shareholdings(1)															As a Multiple of 2019 Total Compensation					Share Ownership Guideline ($)					Status
		Common Shares     ($)					DSUs          ($)					Total          ($)
Patrick D. Daniel (Board Chair)				739,763					2,814,606					3,554,369					10.8					990,000					In compliance
Susan F. Dabarno				299,734					584,224					883,958					4.2					627,198					In compliance
Jane E. Kinney				41,790					217,626					259,416					1.4					536,772					In compliance
Harold N. Kvisle				646,750					430,606					1,077,356					5.3					604,698					In compliance
Steven F. Leer				19,900					866,884					886,784					4.1					642,198					In compliance
M. George Lewis				199,000					191,299					390,299					2.5					474,498					In compliance
Keith A. MacPhail				3,044,700					430,606					3,475,306					17.2					604,698					In compliance
Richard J. Marcogliese				597,000					750,439					1,347,439					6.5					622,500					In compliance
Claude Mongeau				1,681,550					720,659					2,402,209					10.8					668,409					In compliance
Wayne G. Thomson				21,193					1,419,149					1,440,342					6.9					622,500					In compliance
Rhonda I. Zygocki				398,338					742,519					1,140,857					5.3					648,000					In compliance

Notes:

(1)	The value of “At-Risk Investment – Beneficial Shareholdings” was determined by multiplying the number of Common Shares and DSUs held by each director as of March 2, 2020, by the closing price of the Common Shares on the TSX on such date of $9.95.

 

Cenovus Energy Inc.		23		2020 Management Information Circular