UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
~~WASHINGTON,~~Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
~~(Amendment~~ (Amendment No. )


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~~CONOCOPHILLIPS~~ConocoPhillips

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(Name of Person(s) Filing Proxy Statement, if ~~other than~~Other Than the Registrant)

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Table of Contents

A Message from Our Chairman and Chief Executive Officer and Incoming Lead Director

April 1, 2019 DEAR FELLOW STOCKHOLDERS, On behalf of the Board of Directors (the “Board”), we are pleased to invite you to attend ConocoPhillips’ 2019 Annual Meeting of Stockholders (the “Annual Meeting”). The meeting will take place at the Omni Houston Hotel at Westside, 13210 Katy Freeway, Houston, Texas 77079, on Tuesday, May 14, 2019, at 9:00 a.m. CDT. The attached Notice of 2019 Annual Meeting of Stockholders and Proxy Statement provide information about the business we plan to conduct. One of our long-serving directors and our current Lead Director, Harald J. Norvik, will retire from the Board effective as of the Annual Meeting. We are grateful for his many years of exemplary service and the valuable contributions he has made to ConocoPhillips. The non-employee directors have selected Robert A. Niblock to serve as Lead Director effective May 13, 2019. Our purpose is to safely and sustainably produce oil and gas resources that power civilization ConocoPhillips plays a foundational role in enabling human progress. We are committed to efficient and effective exploration and production of oil and natural gas. Producing and delivering oil and natural gas requires rigorous planning, technology applications, and prudent investment. Our scientists and engineers use technology to maximize production of existing resources and to develop areas that were previously thought to be unproductive or uneconomic. We do this through innovative and collaborative efforts and a commitment to safe and responsible operations. We contribute to economic growth, job preservation and creation, and improved quality of life by helping to make energy reliable and affordable, and we do it while meeting high environmental standards so that our actions today support a healthy environment for tomorrow. Our disciplined, returns-focused value proposition enabled ConocoPhillips to deliver exceptional performance in 2018 Our operational performance drove strong financial results and generated sector-leading total shareholder returns (“TSR”) of approximately 16 percent. We view this strong TSR performance as an endorsement of the disciplined, returns-focused value proposition we launched in late 2016. At that time, we implemented a strategy that we believe remains the right one for the exploration and production (“E&P”) sector. Although our business is opportunity-rich, it is also mature, capital intensive, and cyclical. In embracing these realities, we have led the industry in setting clear priorities for how we will allocate cash to generate superior returns through cycles. Designing a value proposition is one thing; delivering on it is another. Over the past few years, we have taken numerous actions to improve the underlying quality of our business. We significantly lowered our sustaining price and strengthened our balance sheet. We have grown our resource base with a cost of supply less than $40 per barrel West Texas Intermediate. We have delivered competitive per-share growth, not chased absolute growth. We have returned a distinctive portion of cash flows to stockholders, kept costs in check, and generated one of our industry’s most competitive financial returns. Our vision is to be the E&P company of choice for all stakeholders. Our priorities are consistent, focused on long-term value creation, and underpinned by our commitment to deliver superior returns to stockholders through the cycles.
	S
	SAFETY No task is so important that we can’t take the time to do it safely. A safe company is a successful company.

	P
			PEOPLE We respect one another. We recognize that our success depends upon the capabilities and inclusion of our employees. We value different voices and opinions.
		~~(3) Filing Party:~~
	I
			INTEGRITY We are ethical and trustworthy in our relationships with internal and external stakeholders. We keep our promises.
		~~(4) Date Filed:~~
	R
	RESPONSIBILITY We are accountable for our actions. We care about our neighbors in the communities where we operate. We strive to make a positive impact across our operations.

	I
	INNOVATION We anticipate change and respond with creative solutions. We are responsive to the changing needs of the industry. We embrace learning. We are not afraid to try new things.

	T
	TEAMWORK We have a “can do” attitude that inspires top performance from everyone. We encourage collaboration. We celebrate success. We win together.

2 ConocoPhillips

~~2016 Proxy Statement~~Table of Contents

Our Board is engaged with management in setting the strategic direction of ConocoPhillips
We recognize that our Board’s engagement in developing strategy is essential to our ability to create long-term value for our stockholders.Our directors are actively engaged in discussions about ConocoPhillips’ strategy and provide valuable oversight and guidance. Company strategy is discussed regularly at Board meetings and our directors participate in an intensive strategy session annually with management. Our Board works collaboratively with management to affirm ConocoPhillips’ value proposition and set strategic priorities that underpin our operating plans.

~~Contents Letter~~Our culture combines accountability with performance
We believe it is not just what we do. It is how we do it. We hold ourselves accountable to ~~Stockholders I 2016~~a set of guiding values we call our SPIRIT Values – Safety, People, Integrity, Responsibility, Innovation, and Teamwork. These set the tone for how we behave with all our stakeholders, internally and externally. They are shared by everyone in our organization, distinguish us from competitors, and are a source of pride. They also underpin our commitment to performance.

We recognize that a strong corporate culture is critical to ConocoPhillips’ long-term success. Senior management defines and shapes ConocoPhillips’ corporate culture and sets the expectations and tone for an ethical work environment. Our Board also provides valuable oversight in assessing and monitoring ConocoPhillips’ corporate culture. We reinforce our culture by living our SPIRIT Values, being inspired and inspiring others, being empowered, keeping our commitments, doing business better, and focusing on the things that matter. We embrace these core cultural attributes everywhere in the company.

Our success depends on our people
We know that our people are essential to our ability to deliver our value proposition. Our success, our reputation, and our integrity depend on each employee, officer, director, and contractor taking personal responsibility for ethical business conduct. We respect one another and have created an inclusive environment that reflects the different backgrounds, experiences, ideas, and perspectives of our employees. Effectively engaging, developing, retaining, and rewarding our more than 10,000 employees is a priority for the Board, which oversees elements of ConocoPhillips’ human capital management: the Human Resources and Compensation Committee oversees our employee compensation programs and diversity and inclusion initiatives; the Committee on Directors’ Affairs and the Human Resources and Compensation Committee oversee talent development; our Public Policy Committee oversees our practices relating to health and safety matters; and the Audit and Finance Committee oversees compliance with our Code of Business Ethics and Conduct.

Your continued input is valued, and your vote is important
We strongly believe that regular engagement with all of our stakeholders – including stockholders, employees, customers, suppliers, advocacy groups, governments, and communities – is critical to our long-term success. Our engagement activities have provided us with valuable feedback that informs our decisions and our strategy. The Annual Meeting ~~II Proxy Summary III Proposals Requiring Your Vote III Director Nominees IV Governance Highlights V Board Refreshment~~is another opportunity for stockholders to express views on matters relating to ConocoPhillips’ business, and Succession V Stockholder Engagement VI Executive Officers VI Pay for Performance VII 2015 Strategy and Path Forward VII Executive Compensation Alignment VII 2015 Performance Highlights VIII Stock Performance Graph VIII Compensation Highlights IX 2015 Executive Compensation Summary XII Our Commitmentwe hope to ~~Sustainability XIII SPIRIT Values XIV Notice of 2016 Annual Meeting of Stockholders and Proxy Statement 1 On the cover and pictured above: Well pad~~see you there.

Even if you plan to attend in ~~the Bakken unconventional development in North America.~~

~~Letter to Stockholders March 28, 2016 Dear Fellow Stockholder: I invite~~person, we encourage you to join the ConocoPhillips Board of Directors, executives, employees and your fellow stockholders at our 2016 Annual Meeting of Stockholders. The meeting will take place at the Omni Houston Hotel at Westside, 13210 Katy Freeway, Houston, Texas 77079, on Tuesday, May 10, 2016, at 9:00 a.m. CDT. continuously for three years, may submit nominees for up to 20% of the Board, or two nominees, whichever is greater, for inclusionvote in ~~our proxy materials, subject to complying with the requirements contained in our By-Laws. Every Vote Is Important—Please Vote Right Away~~advance. Your vote is very important to us and to our business. Prior to the meeting, ~~I encourage~~ you tomay sign and return your proxy card, use telephone or Internet voting, or visit the Annual Meeting website atwww.conocophillips.com/annualmeeting to register your vote. Instructions on how to vote begin onpage ~~85. The attached~~ 105.

Thank you for your continued support.


Ryan M. Lance Chairman and Chief Executive Officer		Robert A. Niblock Lead Director (as of May 13, 2019)

2019 Proxy Statement 3

Table of Contents

Notice of 2019 Annual Meeting of Stockholders ~~and Proxy Statement provide information about the business to be conducted~~

		Date Tuesday, May 14, 2019

		Time 9:00 a.m. (CDT)

		Location The Omni Houston Hotel at Westside in Houston, Texas

		Record Date March 18, 2019

Participate in the Future of ConocoPhillips—Vote Now

		Online Use your smartphone or computer. www.proxyvote.com


		Phone Call Dial (800) 690-6903 toll-free 24/7.


		Mail Cast your ballot, sign your proxy card and send by mail in the enclosed postage-paid envelope.


		In Person You may attend the Annual Meeting and vote in person.

Proposals Requiring Your Vote

Purpose		Board Recommendation	Page
1.	Election of 11 Directors	FOReach nominee	32
2.	Ratification of Independent Registered Public Accounting Firm	FOR	44
3.	Advisory Approval of the Compensation of our Named Executive Officers	FOR	46

Only stockholders of record at the ~~meeting. Governance Highlights Proxy access has gained considerable momentum among investors. Following our 2015~~close of business on March 18, 2019 will be entitled to receive notice of, and to vote at, the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder at ~~which~~our offices in Houston, Texas during ordinary business hours for a ~~proxy access stockholder proposal received~~period of 10 days prior to the support of a majority of the votes cast, and through the summer and fall of 2015, we engaged in extensive stockholder outreach. From the Board’s perspective, we want to balance the interests of significant stockholders with the potential for disruption that could result from an abusive use of this tool, such as by parties without a meaningful level of ownership or long-term stake in the company. Following a review of corporate governance best practices and trends and our Company’s particular facts and circumstances, as well as the views expressed by our stockholders in voting for the stockholder proposal and in the engagement efforts that followed, our Board amended our By-Laws to provide a proxy access right to stockholders. As a result, a stockholder or a group of up to 20 stockholders, owning at least 3% of our shares Our Brand The essence of the ConocoPhillips brand is Accountability + Performance. These guide not only what we do, but how we do it. Our SPIRIT Values—Safety, People, Integrity, Responsibility, Innovation and Teamwork—are a part of our brand and remain a key component of our company culture. I invite you to attendmeeting.

Visit our Annual Meeting ~~in May to learn more about our brand, our values and our Company. Thank you for your support. Ryan M. Lance Chairman and Chief Executive Officer ConocoPhillips 2016 PROXY STATEMENT I~~

website at

2016 Annual Meeting Directions from Downtown Houston • Take I-10 West 3 miles past Sam Houston Tollway. • Exit Eldridge Parkway (Exit 753A). • Turn right (north) on Eldridge Parkway. • The hotel will be immediately on your left. Date: Tuesday, May 10, 2016 Time: 9:00 a.m. (CDT) Location: Omni Houston Hotel at Westside 13210 Katy Freeway Houston, Texas 77079 (281) 558-8338 Record Date: March 14, 2016 Old Katy Road I-10 Katy Freeway I-10 i Visit Our Annual Meeting Website: www.conocophillips.com/annualmeeting ~~• Watch~~to watch a ~~special~~video message ~~for our stockholders~~ from Ryan Lance, our Chairman and ~~CEO. • Review~~CEO, review and download this Proxy Statement and our Annual ~~Report. • Sign~~Report on Form 10-K for the year ended December 31, 2018 (the “Annual Report”), submit questions in advance of the Annual Meeting, and sign up for electronic delivery of materials for future Annual Meeting materials to save money and reduce ConocoPhillips’ impact on the environment. Electronic Delivery of Proxy Statement and Annual Report Materials Stockholders of record and most beneficial owners can elect to view future proxy statements and annual reports over the Internet instead of receiving paper copies in the mail. If you own ConocoPhillips stock in your name, you can help us reduce paper consumption, production and mailing costs by choosing this option. Just follow the instructions on your proxy card or those provided when you vote by telephone or over the Internet. If you hold your ConocoPhillips stock through a bank, broker or other holder of record, please refer to the information provided by that entity for instructions on how to go green by electing to view future proxy statements and annual reports over the Internet. Questions and Answers (page 85) Please see the Questions and Answers section beginning on page 85 for important information about the proxy materials, voting, the Annual Meeting, Company documents, communications and the deadlines to submit stockholder proposals for the 2017 Annual Meeting of Stockholders. N. Dairy Ashford Rd N. Eldridge Pky ConocoPhillips 2016 PROXY STATEMENT N IImeetings.

April 1, 2019
By Order of the Board of Directors

Kelly B. Rose
Corporate Secretary

Your vote is very important to us and to our business. Even if you plan to attend the Annual Meeting, please vote right away. For more information on voting, please see“Available Information and Questions and Answers About the Annual Meeting and Voting”beginning onpage 104.

Important Notice Regarding the Availability of Proxy Materials for the 2019 Annual Meeting of Stockholders to be Held on May 14, 2019: This Proxy Statement and our 2018 Annual Report are available at www.conocophillips.com/annualmeeting.

4 ConocoPhillips

Table of Contents

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. For more complete information regarding ~~the Company’s 2015~~ConocoPhillips’ 2018 performance, please review our Annual Report.

About ConocoPhillips

COMPANY OVERVIEW

ConocoPhillips is the ~~Company’s Annual Report~~world’s largest independent exploration and production company based on ~~Form 10-K~~proved reserves and production of liquids and natural gas. As of December 31, 2018, ConocoPhillips had global operations and activities in 16 countries, $70 billion of total assets, and approximately 10,800 employees. Production excluding Libya averaged1,242 thousand barrels of oil equivalent per day (“MBOED”) in 2018, and proved reserves were 5.3 billion barrels of oil equivalent (“BOE”) as of December 31, 2018. Our key focus areas include safely operating producing assets, executing major developments, and exploring for new resources in promising areas. Our portfolio includes resource-rich unconventional plays in North America; lower-risk conventional assets in North America, Europe, Asia, and Australia; several liquefied natural gas developments; and an inventory of global conventional and unconventional exploration prospects.

ConocoPhillips is the world’s largest independent exploration and production company based on proved reserves and production of liquids and natural gas

Global Operations and Activities			Employees			2018 Production*			2018 Proved Reserves
	16 Countries as of Dec. 31, 2018			~10,800 as of Dec. 31, 2018			1,242 MBOED			5.3 Billion BOE

*	Production excludes Libya.

2019 Proxy Statement 5

Table of Contents

Proxy Summary

CONTINUED STRONG EXECUTION OF OUR VALUE PROPOSITION IN 2018

In late 2016, ConocoPhillips launched a unique value proposition aimed atdelivering superior returns to stockholders through price cycles.The value proposition is based on a view that our business, while opportunity-rich, is also mature, capital intensive, and cyclical. To succeed, it is necessary to maintain a strong balance sheet, grow distributions to owners, and exercise capital discipline. Our value proposition is underpinned by these principles, as well as the following clear strategic priorities that specified how cash flows from the business were to be allocated in 2018:

1		2		3		4		5
Invest enough capital to sustain production and pay existing dividend;		Grow dividend annually;		Reduce debt and target ‘A’ credit rating;		Pay out 20 to 30 percent of cash from operations to stockholders annually; and		Disciplined investment to expand cash from operations.

Over the past two years, we have taken numerous actions to achieve our priorities and improve the underlying quality of our business. We have significantly lowered our sustaining price and strengthened our balance sheet. We have grown our resource base with a cost of supply less than $40 per barrel West Texas Intermediate. We have delivered competitive per share growth, not chased absolute growth. We returned a distinctive payout of cash flows to stockholders, kept our costs in check, and generated among the most competitive financial returns in the business. In late 2018, we recommitted to our strategic priorities and increased our target payout to stockholders to greater than 30 percent of cash from operations from 20-30 percent. We no longer think of our value proposition as merely disciplined, we view it as the new order.

Following a successful year in 2017, ConocoPhillips achieved several important milestones in 2018, as shown below:

2018 Highlights - Delivering on Our New Order Value Proposition

Strategy		Financials		Operations		Portfolio

>Delivered on priorities >Achieved 12.6% ROCE⁵ >Increased dividend 15% >Achieved $15B debt target 18 months ahead of plan >Executed $3B of buybacks; increased total authorization to $15B >Returned ~35% of CFO¹ to stockholders	>$6.3B earnings, $5.32 EPS; $5.3B adjusted earnings⁵, $4.54 adjusted EPS⁵ >$12.9B cash provided by operating activities, $12.3B CFO¹; $5.5B free cash flow⁵ >Ending cash²of $6.4B >Rated single “A” by three major credit rating agencies >Reached settlement to fully recover ~$2B PDVSA ICC award; recognized >$0.4B		>Safely executed capital program scope >Delivered underlying production growth of 18% on a per debt-adjusted share³ basis >Grew Lower 48 Big 3 production by 37% >Achieved planned project startups in Alaska, UK, Norway & China; sanctioned GMT-2		>Completed high-value acquisitions in Alaska >Progressed exploration/appraisal in Alaska, Montney, LA Austin Chalk >Generated $1.1B of disposition proceeds >147% total reserve replacement; 109% organic replacement⁴ >Grew low-CoS resource base, with <$30/BBL CoS average⁵

¹	2018 cash provided by operating activities is $12.9B. Excluding operating working capital change of $0.6B, cash from operations is $12.3B. Cash from operations (“CFO”) is a non-GAAP measure and is further defined on Appendix A.
²	Ending cash includes cash, cash equivalents, and restricted cash totaling $6.2B and short-term investments of $0.2B. Restricted cash is $0.2B.
³	Production per debt-adjusted share growth is calculated on an underlying production basis using ending period debt divided by ending share price plus ending shares outstanding. Underlying production excludes Libya and the impact of closed asset dispositions and acquisitions.
⁴	Reserve replacement is a ratio representing the change in proved reserves, net of production, divided by current year production. Organic reserve replacement is a ratio representing the change in proved reserves, net of production and excluding acquisitions and dispositions, divided by current year production.
⁵	Return on capital employed (“ROCE”),adjusted earnings, adjusted EPS, and free cash flow are non-GAAP measures. Further information related to these measures as well as reconciliations to the nearest GAAP measure are included on Appendix A. Cost of supply (“CoS”) is the West Texas Intermediate equivalent price that generates a 10 percent return on a point forward and fully-burdened basis.

6 ConocoPhillips

Table of Contents

Proxy Summary

Importantly, we delivered these milestones while operating safely and continuing to focus on sustainability. We maintained our ongoing practice of engaging with stockholders throughout 2018 and received consistent feedback that our disciplined, returns-focused strategy is the right one for our business.

Since launching our updated value proposition, the market has responded favorably to our approach to the business. This was evidenced by our differential 2018 TSR relative to our performance peers, the broad energy sector, and the S&P 500 index.

The chart below shows our TSR relative to our performance peers and the S&P 500 index for 2018. For the year ended December 31, ~~2015. Proposals Requiring Your Vote 1 2 3 4-5 Board Recommendation Election~~2018, TSR was 15.6 percent.

Total Shareholder Return*: Year-End 2017 Through Year-End 2018

*	TSR in this chart is calculated using the closing price on December 29, 2017 and the closing price on December 31, 2018 and assumes common stock dividends paid during the stated period are reinvested.

Stockholder Engagement

ConocoPhillips understands the importance of ~~Directors~~maintaining a robust stockholder engagement program. During 2018, ConocoPhillips continued this long-standing practice. Executives and management from our human resources, legal, investor relations, government affairs, and sustainable development groups and, when appropriate, directors met with stockholders on a variety of topics, including strategy and value proposition, corporate governance, executive compensation, human capital management, culture, climate change, and sustainability. We spoke with representatives from our top institutional investors, mutual funds, public pension funds, labor unions, and socially responsible funds to hear their views on these important topics. Overall, investors expressed strong support for ConocoPhillips. We believe our regular stockholder engagement was productive and provided an open exchange of ideas and perspectives for both ConocoPhillips and our stockholders. For more information, see“Stockholder Engagement and Board Responsiveness” beginning onpage ~~16. FOR Each Nominee~~16and“2018 Say on Pay Vote Result, Stockholder Engagement, and Board ~~Recommendation FOR Ratification of Independent Registered Public Accounting Firm For more information, see~~ Responsiveness” beginning onpage 24. Board Recommendation FOR Advisory Approval of the Compensation of the Company’s Named Executive Officers For more information, see page 28. Board Recommendation AGAINST Proposal Stockholder Proposals For more information, see pages 80-83. Each Votes Required for Approval: Affirmative “FOR” vote of a majority of those shares present in person or represented by proxy50.

In 2018, ConocoPhillips hosted institutional investors at the ~~meeting~~Anchorage office in Alaska and ~~entitled to vote on the proposal. Participate~~at Eagle Ford in ~~the Future~~Texas for briefings and onsite tours of ~~ConocoPhillips—Vote Now Online Use your smartphone or computer. www.proxyvote.com Your vote is very important to us and to~~two of our ~~business. Vote now. Even if you plan to attend our Annual Meeting in person, please read this~~most prolific assets.

2019 Proxy Statement ~~carefully and vote right away using any~~7

Table of these methods. In all cases, have your proxy card or voting instruction card in hand and follow the instructions. Phone Call Dial (800) 690-6903 toll-free 24/7. If you are a beneficial owner and do not give your broker instructions on how to vote your shares, the broker will return the proxy card to us without voting on proposals not considered “routine.” This is known as a broker non-vote. Only the ratification of Ernst & Young LLP as our independent registered public accounting firm for 2016 is considered to be a routine matter. Your broker may not vote on any non-routine matters without instructions from you. or Mail Cast your ballot, sign your proxy card and send by mail in the enclosed postage-paid envelope. If you hold your ConocoPhillips stock in a brokerage account (that is, in “street name”), your ability to vote by telephone or over the Internet depends on your broker’s voting process. Please follow the directions on your proxy card or voting instruction card carefully. If you plan to vote in person at the Annual Meeting and you hold your ConocoPhillips stock in street name, you must obtain a proxy from your broker and bring that proxy to the meeting. If you hold your stock through ConocoPhillips’ employee benefit plans, please see “Questions and Answers About the Annual Meeting and Voting” for information about voting. ConocoPhillips 2016 PROXY STATEMENT IIIContents

Proxy Summary

Director Nominees

~~Director Nominees~~ The Board recommends a vote ~~for all~~FOReach of the 11 nominees listed below.

All of the nominees listed below. Richard L. Armitage Age: 70 Director since: 2006 Independent: YES ConocoPhillips Committees: DAC, PPC John V. Faraci Age: 66 Director since: 2015 Independent: YES ConocoPhillips Committees: AFC Ryan M. Lance Age: 53 Director since: 2012 Independent: NO ConocoPhillips Committees: Exec* President of Armitage International; former U.S. Deputy Secretary of State; servedare currently serving as Assistant U.S. Secretary of Defense for International Security Affairs and held a wide variety of high ranking U.S. diplomatic positions. Other current directorships: ManTech International Corporation Served as Chairman and CEO of International Paper Co.; served as CFO and in various other financial, planning and management positions at International Paper Co. Other current directorships: PPG Industries, Inc. United Technologies Corporation Chairman and CEO of ConocoPhillips. Arjun N. Murti Age: 46 Director since: 2015 Independent: YES ConocoPhillips Committees: AFC Senior Advisor at Warburg Pincus; served as a Partner, Managing Director and VP at Goldman Sachs; served as equity analyst at JP Morgan Investment Management and Petrie Parkman. Jody Freeman Age: 52 Director since: 2012 Independent: YES ConocoPhillips Committees: HRCC, PPC Richard H. Auchinleck1 Age: 64 Director since: 2002 Independent: YES ConocoPhillips Committees: Exec, HRCC, DAC* Archibald Cox Professor of Law at Harvard Law School and founding director of the Harvard Law School Environmental Law and Policy Program; served as a professor of Law at UCLA Law School; served as Counselor for Energy and Climate Change in the White House and as an independent consultant to the National Commission on the Deepwater Horizon Oil Spill and Offshore Drilling. Robert A. Niblock Age: 53 Director since: 2010 Independent: YES ConocoPhillips Committees: Exec, HRCC,* DAC Served as President and CEO of Gulf Canada Resources Limited and as COO of Gulf Canada; served as CEO for Gulf Indonesia Resources Limited. Other current directorships: Telus Corporation2 Chairman, President and CEO of Lowe’s Companies, Inc.; served as VP and Treasurer, SVP, EVP and CFO of Lowe’s; formerly with accounting firm Ernst & Young. Other current directorships: Lowe’s Companies, Inc. Charles E. Bunch Age: 66 Director since: 2014 Independent: YES ConocoPhillips Committees: AFC Gay Huey Evans, OBE Age: 61 Director since: 2013 Independent: YES ConocoPhillips Committees: AFC Executive Chairman and former Chairman and CEO of PPG Industries, Inc.; served as President, COO, EVP and SVP of PPG Industries, Inc. Other current directorships: PPG Industries, Inc. PNC Financial Services Group Marathon Petroleum Corporation Harald J. Norvik Age: 69 Director since: 2005 Independent: YES ConocoPhillips Committees: Exec, HRCC, PPC* Former Vice Chairman of the Board and Non-Executive Chairman, Europe, of the International Swaps and Derivatives Association, Inc.; former Vice Chairman, Investment Banking and Investment Management at Barclays Capital; served as head of governance of Citi Alternative Investments (EMEA) and President of Tribeca Global Management (Europe) Ltd., both part of Citigroup; served as director of the markets division and head of the capital markets sector at the U.K. Financial Services Authority; previously held various senior management positions with Bankers Trust. Other current directorships: Itau BBA International Limited2,3 The Financial Reporting Council2,3 Standard Chartered PLC2,3 Vice Chairperson of Petroleum Geo-Services ASA; served as Chairman of Aschehoug ASA; served as Chairman and a partner at Econ Management AS; served as Chairman, President & CEO of Statoil. Other current directorships: Petroleum Geo-Services ASA2 James E. Copeland, Jr. Age: 71 Director since: 2004 Independent: YES ConocoPhillips Committees: Exec, AFC* Served as CEO of Deloitte & Touche; served as Senior Fellow for Corporate Governance with the U.S. Chamber of Commerce and as a Global Scholar with the Robinson School of Business at Georgia State University. Other current directorships: Equifax Inc. Time Warner Cable Inc. Full committee names are as follows: Exec – Executive Committee AFC – Audit and Finance Committee HRCC – Human Resources and Compensation Committee DAC – Committee on Directors’ Affairs PPC – Public Policy Committee * – Denotes committee chairpersondirectors. All directors, other than the CEO, are independent. ~~1. Lead Director 2. Not a U.S. based company 3. Not required to file periodic reports under the Securities Exchange Act~~

				Director Since	Committee Memberships*
Nominees		Principal Occupation	Age	Director Since	EC	AFC	HRCC	DAC	PPC
	Charles E. Bunch	Former Chairman and Chief Executive Officer, PPG Industries, Inc.	69	2014
	Caroline Maury Devine	Former President and Managing Director of a Norwegian affiliate of ExxonMobil	68	2017
	John V. Faraci	Former Chairman and Chief Executive Officer, International Paper Company	69	2015
	Jody Freeman	Archibald Cox Professor of Law, Harvard Law School	55	2012
	Gay Huey Evans OBE	Member of Her Majesty’s Treasury Board, Sub-Committee and Nominations Committee	64	2013
	Jeffrey A. Joerres	Former Executive Chairman and Chief Executive Officer, ManpowerGroup Inc.	59	2018
	Ryan M. Lance	Chairman and Chief Executive Officer, ConocoPhillips	56	2012
	Admiral William H. McRaven	Retired U.S. Navy Four-Star Admiral (SEAL)	63	2018
	Sharmila Mulligan	Founder and Chief Executive Officer, ClearStory Data Inc.	53	2017
	Arjun N. Murti	Senior Advisor, Warburg Pincus	50	2015
	Robert A. Niblock Lead Director*	Former Chairman, President, and Chief Executive Officer, Lowe’s Companies, Inc.	56	2010

* Effective as of May 13, 2019		Executive Committee (“EC”)		Audit and Finance Committee (“AFC”)		Human Resources and Compensation Committee (“HRCC”)
		Committee on Directors’ Affairs (“DAC”)		Public Policy Committee (“PPC”)		Red indicates Chair

8 ConocoPhillips

Table of ~~1934 ConocoPhillips 2016 PROXY STATEMENT IV~~Contents

Proxy Summary

BOARD REFRESHMENT AND DIVERSITY

Governance Highlights The Company is committed to maintaining good corporate governance as a critical component of our success in driving sustained stockholder value. The Board of Directors continually monitors emerging best practices in governance to best serve the interests of the Company’s stockholders, including: to sustainability directors held at each regularly Board Refreshment and Succession The Committee on Directors’ Affairs regularly evaluates the size and composition of the Board and continually assesses whether the composition appropriately relates to ~~the Company’s~~ConocoPhillips’ strategic needs, which change as our business environment evolves. ~~The Board is focused~~When conducting its review of the appropriate skills and qualifications desired of directors, the Committee on ~~nominating~~Directors’ Affairs considers diversity of age, skills, gender, and retaining those directors that together reflect the mix of skills, experiences, knowledge and independence that will best position the Board for effective decision-making and risk oversight relating to the business. Accordingly,ethnicity. As shown below, the Board balances ~~interests in continuity~~its commitment to maintaining institutional knowledge with the need for fresh perspectives ~~and diversity~~ that board refreshment and director succession planning can bring. The Board’s process is a combination of conducting deliberate searches for directors with specific skills and experiences to fill gaps and vacancies as needed, as well as making opportunistic additions when exceptional individuals become available. The Committee on Directors’ Affairs identifies candidates through business and organizational contacts of the directors and management and often through third-party search firms and also considers candidates recommended by stockholders. Since the spinoff of Phillips 66 in 2012, we added one new Board member in each of 2012, 2013 and 2014, and added two new Board members in 2015. We have a diverse Board with expertise in the areas of energy, finance, environmental regulation, public policy, international business and leadership. For more information on the qualifications of our directors, please see “Election of Directors and Director Biographies” on page 16 of this Proxy Statement. ConocoPhillips 2016 PROXY STATEMENT V Board Tenure—Director Nominees 0–3 years4 4–6 years3 7–10 years1 > 10 years3 Proxy access Active stockholder engagement Prohibition on pledging and hedging for directors and executives Independent Board except our CEO Transparent public policy engagement Executive sessions of independent scheduled Board meeting Independent Audit and Finance, Human Resources and Compensation, Directors’ Affairs and Public Policy committees Independent Lead Director Stock ownership guidelines for directors and executives Majority vote standard in uncontested elections Long-standing commitment Clawback policy Annual election of all directorsprovide.

Stockholder Engagement three years, may nominate two director candidates, or up to 20% of the Board, and have those candidates included in our proxy materials. ConocoPhillips understands the importance of maintaining a robust stockholder engagement program. During 2015, members of ConocoPhillips management continued this long-standing practice. Executives and management from the Company’s global compensation and benefits, legal, investor relations, government affairs and sustainable development groups, among others, met with stockholders on a variet y of topics, including corporate governance, executive compensation and climate change and sus t ainabilit y. We spoke with representati ves from our top institutional investors, mutual funds, public pension funds, labor unions and socially responsible funds in order to hear their views on these important topics. Overall, investors expressed strong support for the Comp any’s gover nance and compensation practices and its progress on its Climate Change Action Plan, which requires business units and major assets to develop and maintain policies and procedures related to greenhouse gas emissions and other goals and metrics. We believe our regular engagement has been productive and provides an open exchange of ideas and perspectives for both the Company and our stockholders. With respect to executive compensation, our stockholders have indicated that they are pleased with our compensation programs and believe such programs are well aligned with long-term company performance. Based in part on our ongoing dialogue with stockholders, the Human Resources and Compensation Committee made certain changes to our programs beginning in 2016—changing the weighting of our long-term incentive programs from 50% for performance shares and 50% for stock options to 60% for performance shares and 40% for stock options; changing the metrics for performance shares to increase the weight given to Total Shareholder Return (TSR) to 50% of the total, reducing the weight given to financial metrics to 30%, while retaining the weight given to strategic plan at 20%; emphasizing relative financial metrics rather than absolute metrics to further align with stockholder interests in the long-term performance share program; and formally capping the individual performance adjustment for stock options at target, rather than allowing a possible 30% upward adjustment. For more information on stockholder feedback about our executive compensation programs, please see “Compensation Discussion and Analysis—2015 Say on Pay Vote Result and Engagement” beginning on page 33 of this Proxy Statement. Based in part on this extensive engagement effort, in 2015 our Board adopted amendments to our By-Laws to provide stockholders with proxy access. As a result, a stockholder or a group of up to 20 of our stockholders, owning at least 3% of our stock continuously for Executive Officers Ryan M. Lance, 53 Chairman of the Board and Chief Executive Officer Alan J. Hirshberg,* 54 Executive Vice President, Technology and Projects Andrew D. Lundquist, 55 Senior Vice President, Government Affairs Jeffrey W. Sheets,* 58 Executive Vice President, Finance and Chief Financial Officer Donald E. Wallette, Jr.,* 57 Executive Vice President, Commercial, Business Development and Corporate Planning Ellen R. DeSanctis, 59 Vice President, Investor Relations and Communications Matthew J. Fox,* 55 Executive Vice President, Exploration and Production Janet Langford Carrig, 58 Senior Vice President, Legal, General Counsel and Corporate Secretary James D. McMorran, 58 Vice President, Human Resources and Real Estate and Facilities Services Glenda M. Schwarz, 50 Vice President and Controller * On February 16, 2016, Jeffrey W. Sheets announced his decision to retire as Executive Vice President, Finance and Chief Financial Officer of ConocoPhillips. Mr. Sheets will remain in his position as Executive Vice President, Finance and Chief Financial Officer until April 1, 2016 and following that will remain an employee of ConocoPhillips through May 31, 2016 to provide support during the transition of his responsibilities. The following changes to the ConocoPhillips executive leadership team are effective April 1, 2016: • Donald E. Wallette, Jr. will become Executive Vice President, Finance, Commercial and Chief Financial Officer. • Alan J. Hirshberg will become Executive Vice President, Production, Drilling and Projects. • Matthew J. Fox will become Executive Vice President, Strategy, Exploration and Technology. ConocoPhillips 2016 PROXY STATEMENT VI

Pay for Performance 2015 Strategy and Path Forward When ConocoPhillips emerged as an independent E&P company in 2012, we set out to deliver a unique value proposition of double-digit returns annually to stockholders through a combination of 3 to 5% compound annual growth in both production and margins, with a compelling dividend. These objectives were based on annual capital expenditures of about $16 billion and oil prices at historical mid-cycle levels. We delivered on our commitments to stockholders and met or exceeded our strategic objectives through 2014. However, oil and gas prices began a precipitous decline in late 2014 that continued into 2015. Our value proposition has not changed conceptually, but we have significantly reduced our level of capital expenditures and operating costs in response to lower commodity prices. We approached 2015 with a plan to lower the cost of supply of the portfolio, maintain capital flexibility, exercise vigilance on costs and drive efficiencies in everything we do. In late 2015 we announced our initial 2016 operating plan, which was premised on oil and natural gas prices similar to those in 2015. Our plan included capital expenditures of $7.7 billion and operating costs of $7.7 billion. However, 2016 crude prices have dropped significantly since our announcement, with Januar y Brent prices averaging approximately 40% lower than average 2015 prices. Furthermore, since early January, credit rating agencies lowered their price outlooks and put the industry under review for credit downgrades. Given these factors, we took prudent steps in February to reduce our capital expenditures guidance to $6.4 billion and operating cost guidance to $7.0 billion. We also announced a reduction to our quarterly dividend beginning with our first-quarter 2016 payment. While the dividend remains a core aspect of our investment offering, we reset the dividend to a level that we believe will be sustainable through periods of lower and more volatile prices that we expect in the future. In setting the dividend level, we attempted to balance several objectives, including yield, cash conservation and protecting our balance sheet. The decision to lower the dividend was a difficult one, but we believe it was prudent in light of the market environment. The dividend will remain a priority use of cash, but against a lower-for-longer price outlook we must maintain a strong balance sheet in order to deliver long-term value for stockholders. Throughout 2015, the Company took decisive actions in the face of weak oil and gas prices. Over the course of the year, we reduced our 2015 capital expenditures to $10.1 billion, a decrease of 41% compared with 2014 spending. We set an aggressive target to reduce our operating costs by $1 billion—a goal we far exceeded. We also took steps to divest or transition out of certain areas of the business, including deepwater exploration and some of our non-core North American natural gas assets, which were not going to compete in our portfolio for future investment. Organizationally, we re-examined how we do business. Through a company-wide initiative, we are building a more competitive, efficient ConocoPhillips. This work resulted in some difficult decisions, including a 17% workforce reduction and a consolidation of management positions, including at the executive level. At the level of our senior management, the number of employees eligible for participation in our long-term incentive programs (the Performance Share Program and Stock Option Program) was reduced by approximately 25% from 72 to 55. Management also made the difficult, but necessary, decision to eliminate annual salary adjustments in 2015 and again in 2016. This does not represent a change in overall compensation philosophy; however, our actions remain driven primarily by a recognition of the weak price environment. The industry continues to be challenged by the current commodity price downturn. We are focused on the factors we can control in the short, medium and long term, while positioning ConocoPhillips for sustained success in a world of low and volatile commodity prices. We remain committed to our value creation tenets of returning capital to stockholders, investing in a low cost of supply resource base, delivering disciplined growth and preserving a strong balance sheet. This is the formula that can allow us to deliver strong financial returns and long-term stockholder value. Executive Compensation Alignment Our compensation programs are designed to attract and retain high-quality talent, reward executives for performance that successfully executes the Company’s long-term strategy and align compensation with the long-term interests of our stockholders. As a result, our executive compensation programs closely tie pay to performance. Consistent with this design, approximately 89% of the CEO’s 2015 target pay and approximately 84% of the Named Executive Officers’ (“NEO”) 2015 target pay is per formance based, with stock-based long-term incentives comprising the largest portion of performance-based pay. We believe the following categories of performance metrics have appropriately assessed the corporate per formance of the Company relative to its strategy as an independent E&P company, focusing on the priorities discussed above: Health, Safet y and Environmental; Operational; Financial; Strategic Plan and TSR . Performance metrics for our short-and long-term incentive programs include a balance of relative and increasingly challenging absolute targets established to align with the Company’s strategy. Increasingly challenging targets can mean year-over-year performance target increases for safet y, ef ficienc y, emission reduc tions, unit cost targets, and margins. It can, however, also mean the same or lower performance targets, recognizing the changing commodity price environment. For example, delivering flat production targets when significant capital and operating cost reductions are made would be increasingly challenging. See “Process for Determining Executive Compensation—Performance Criteria” beginning on page 46 for details regarding the specific performance metrics within each category. The Human Resources and Compensation Committee (“HRCC”) reassesses our performance metrics and targets on an ongoing basis to ensure they continue to support the Company’s long-term strategy. ConocoPhillips 2016 PROXY STATEMENT VII

2015 Performance Highlights Stock Performance Graph This graph shows the cumulative TSR for ConocoPhillips’ common stock in each of the five years from December 31, 2010, to December 31, 2015. The graph also compares the cumulative total returns for the same five-year period with the S&P 500 Index and our performance peer group of companies consisting of Anadarko, Apache, BG Group plc., BP, Chevron, Devon, Ex xonMobil, Occidental, Royal Dutch Shell and Total, weighted according to the respective peer’s stock market capitalization at the beginning of each annual period. The comparison assumes $100 was invested on December 31, 2010, in ConocoPhillips stock, the S&P 500 Index and ConocoPhillips’ per formance peer group and assumes that all dividends were reinvested. The spinoff of Phillips 66 in 2012 is treated as a special dividend for the purposes of calculating TSR for ConocoPhillips. The market value of the distributed shares on the spinoff date was deemed reinvested in shares of ConocoPhillips common stock. Five-Year Cumulative Total Shareholder Returns (Comparison assumes $100 was invested on Dec. 31, 2010 and that all dividends were reinvested) $250 $200 S&P 500 Index $150 $100 $50 Initial 2011 2012 2013 2014 2015 *Anadarko, Apache, BG Group plc., BP, Chevron, Devon, ExxonMobil, Occidental, Royal Dutch Shell and Total. 1. Production growth is from continuing operations, adjusted for Libya, downtime and dispositions. 2. Includes ~$0.3B from liquidation of certain deferred compensation investments accounted for as cash from investing activities and ~$0.1B from QG3 return of capital. 3. Our operating costs reduction for 2015 vs. 2014 is a non-GAAP financial measure, and excludes dry holes and leasehold impairment. Our total production and operating, selling, general and administrative and exploration expenses increased 4% due to increased dry hole expense and leasehold impairments. A reconciliation determined in accordance with U.S. GAAP as well as a discussion of the usefulness and purpose of operating costs reduction are shown in Appendix A and at www.conocophillips.com/nongaap. ConocoPhillips 2016 PROXY STATEMENT VIII ConocoPhillips Peer Group* $2.2B 5 % 30 % 7 41% 14 % Total Recordable Rate (TRR) Improvement 2015 vs. 2014 Production Growth1 2015 Disposition Proceeds2 2015 Capital Reduction 2015 vs. 2014 Operating Cost Reduction3 2015 vs. 2014 Major Project Startups 2015

Compensation Highlights Our executive compensation programs are designed to align pay with performance and to align the economic interests of executives and stockholders. Consistent with this design, approximately 89% of the CEO’s pay and approximately 84% of the NEOs’ pay is performance based, with stock-based, long-term incentives comprising the largest portion of performance-based pay. CEO Target Pay Mix Other NEO Average Target Pay Mix The elements of total compensation are base pay, annual cash incentives and long-term incentives. Long-term incentives consist equally of performance share units and stock options. The mix of 2015 target pay for our current NEOs is shown in the graphs on the right. Performance Shares Stock Options Cash Incentive Base The graph on the right illustrates the alignment of pay and performance relative to our 10 performance peers by comparing performance-based pay reported in the Summary Compensation Table to TSR as measured by the compound annual appreciation in share price plus the dividends returned to shareholders. The graph shows the percentile ranking for TSR and CEO compensation from January 1, 2012, through December 31, 2014, for each of the 10 performance peers and ConocoPhillips; 2015 peer compensation data is not yet available. As indicated, ConocoPhillips has peer-leading TSR and ranks approximately in the 75th percentile, or third among peers, for pay for this time period. Generally, performance exceeded compensation for companies positioned below the red line and compensation exceeded performance for companies positioned above. ConocoPhillips 2016 PROXY STATEMENT Compensation Percentile (Pay) Performance-based Exposed to share price Performance-based Exposed to share price IX Alignment of CEO Pay and Total Shareholder Return (1/1/2012 – 12/31/2014) 100% 75%lips 50% 25% 0% 0%25%50%75%100% Performance Percentile (TSR) ConocoPhil 36% 33% 33% 36% 18% 17% 16% 11%

The equity grants included in the Summary Compensation Table (“SCT”) reflect their target value calculated using the grant date fair value. The SCT is not updated for subsequent changes in share price, up or down, and therefore continues to reflect target value on the grant date, versus the value realizable by the named executive officer. As previously discussed, oil and gas prices began a precipitous decline in late 2014 that continued into 2015, which has negatively impacted both our earnings and shareholder returns. To demonstrate the alignment of pay and performance for 2013 – 2015, the following chart compares the CEO’s annual total target compensation for 2013, 2014 and 2015 to realizable value of compensation for those years. Stock-based compensation that is not yet realized is valued using the Company’s closing stock price of $46.69 on December 31, 2015. Realizable Value of CEO Target Compensation 2013 – 2015 16.0 16.0 16.0 16 14 12 10 8 6 4 2 0 Target1 20132 Target1 20142 Target1 20152 Base Salary Cash Incentive Performance Shares Stock Options (1) Reflects the annual targets approved by the HRCC for base salary, cash incentive, performance shares and stock options for each of the years 2013, 2014 and 2015 as disclosed in the Compensation Discussion & Analysis section for each year. (2) Reflects (i) base salary paid during each calendar year, (ii) cash incentive award paid for each of the 2013, 2014 and 2015 Variable Cash Incentive Programs (VCIP), (iii) for 2013, the actual realized value of the performance shares granted in February 2016 for Performance Share Program (PSP) XI (the program running from 2013 – 2015) and, for 2014 and 2015, the December 31, 2015 realizable value of target awards granted for the three-year performance periods beginning in 2014 and 2015 (PSP XII – XIII) for which a final payout has not yet been determined, and (iv) the realizable value for stock options granted in 2013, 2014 and 2015, all of which currently have no realizable value given the December 31, 2015 stock price is below the grant price for each of these awards. These char ts demonstrate the alignment of the CEO’s compensation and shareholder value. With 72% of the CEO’s target comp ensation delivere d as s to ck-base d compensation, the value ultimately earned will reach or exceed target value only when the stock price increases and TSR improves. ConocoPhillips Stock Price $80 $70 $60 $50 $40 $30 $20 12/31/201212/31/2013 12/31/2014 12/31/2015 Closing Price ConocoPhillips 2016 PROXY STATEMENT $ Million X $70.65$69.06 $57.99 $46.69 10.6 9.6 8.7

Incentive Compensation In determining award payouts under 2015 VCIP and PSP XI, members of the HRCC met four times with management to review progress and performance against the measures and the approved metrics. This process allows the HRCC to make informed decisions to positively or negatively adjust payouts where warranted. The HRCC’s view is that the combination of appropriate targets and relative metrics, periodic reviews and updates during the performance period and rigorous evaluation of actual performance leads to appropriate payout decisions. The HRCC believes that multiple metrics more appropriately drive the desired short-and long-term performance, as compared to a few simple performance metrics. While we are pleased with our progress against the corporate performance measures under 2015 VCIP and PSP XI, it is impossible to ignore the dramatic weakening of oil and gas prices that led to the decisions to cut capital and operating costs and reduce the dividend. As a result of the prolonged downturn in commodity prices, which has negatively impacted both our earnings and shareholder returns, the HRCC exercised discretion to reduce the 2015 VCIP and PSP XI payouts related to corporate performance as noted below. We paid out performance-based programs as follows (see “Process for Determining Executive Compensation” beginning on page 41 and “2015 Executive Compensation Analysis and Results” beginning on page 49): Annual Incentive—Variable Cash Incentive Program (VCIP) The VCIP payout is calculated using the following formula, subject to HRCC approval and discretion to set the award: +– x x + of target for each of our Total Long-Term Incentive—Performance Share Program (PSP) In 2013, the HRCC approved a new performance period and performance metrics for PSP XI running from January 2013 – December 2015. The HRCC determined that performance merited the following payout: PSP XI Results: January 2013 – December 2015 adjustment for each of our ConocoPhillips 2016 PROXY STATEMENT XI Individual Performance 0% Named Executive Officers Corporate Performance showing negative adjustment 126% 108% of target for each of our Named Executive Officers Average Payout = 92.8% Corporate Performance showing negative adjustment 117%74% Named Executive Officers Individual Performance 0% adjustment for each of our Named Executive Officers Award Unit Performance 111.6% of target for each of our Named Executive Officers Eligible Earnings Any Individual Performance Adjustment 50% of Award Unit Performance Adjustment 50% of Corporate Performance Adjustment Target Percentage for the Salary Grade

2015 Executive Compensation Summary (page 60) Set forth below is the 2015 compensation for our current NEOs. This table is presented as an alternative to, and is not a substitute for, the Summary Compensation Table on page 60 which reflects target compensation for our stock awards and equity awards. The Summary Compensation Table shows Total Compensation to include changes in pension value from the end of 2014 to the end of 2015. The table below shows what that Total Compensation would be if the changes in pension value were not included, as these changes are affected by a number of factors, including actuarial factors beyond the control of the Company. The factors that lead to the changes in pension value are discussed in more detail in the footnotes to this table. Change in Pension Value & Nonqual. Deferred Comp. Earnings* Total Without Non-Equity Incentive Plan Comp. Name and Principal Position Changes in Pension Value** Stock Awards Option Awards All Other Comp. Salary Bonus Total J.W. Sheets Executive Vice President, Finance and Chief Financial Officer $888,000 – $1,983,038 $1,732,464 $824,064 $1,606,855 $93,372 $7,127,793 $5,520,938 A.J. Hirshberg Executive Vice President, Technology and Projects $1,096,000 – $2,761,283 $2,411,712 $1,169,651 $1,190,020 $159,072 $8,787,738 $7,597,718 * Included in the amounts shown for 2015 are increases in the lump sum value of pensions provided for the NEOs under the plans of the Company over the lump sum value shown in 2014. These increases are due to a number of factors, including an increase in final average earnings due to increases in pension earnings, primarily due to promotions prior to 2015, as well as a further year of pension service, and actuarial factors such as mortality assumptions, offset by higher interest rates, which change from time to time. The increase in Mr. Lance’s lump sum value of pension for 2015 primarily reflects an increase in final average earnings after promotion to Chairman and CEO on May 1, 2012. See note 6 to the Summary Compensation Table on page 60 and Pension Benefits beginning on page 66 for details regarding change in pension benefits. ** Total Without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column. ConocoPhillips 2016 PROXY STATEMENT XII D.E. Wallette, Jr. $874,000–$1,951,740 $1,704,798$811,072 $1,091,611 $85,414$6,518,635$5,427,024 Executive Vice President, Commercial, Business Development and Corporate Planning M.J. Fox $1,241,000–$3,126,619$2,730,348$1,324,395$125,684$159,327$8,707,373$8,581,689 Executive Vice President, Exploration and Production R.M. Lance$1,700,000–$6,630,693$5,790,780$2,524,160$4,392,300$301,786$21,339,719$16,947,419 Chairman and Chief Executive Officer

Our Commitment to Sustainability Despite recent dramatic changes to the energy landscape, ConocoPhillips’ commitment to sustainability remains strong and provides a solid foundation for our actions. Regardless of the price of the commodities we produce, we believe respect for people, safety, communities and the environment are key priorities for our business success. Across the globe, our employees and contractors work hard every day to operate safely and in an environmentally and socially responsible way. We believe our environmental stewardship and community engagement are tangible examples of our overall approach, integration and follow-through on our commitment to sustainability. Below are details on a few of our ongoing stakeholder and sustainability projects. An Industry First—Cyclonic Deoiling We recognize that reducing the use of freshwater and reusing the water produced during operations not only minimizes environmental impact, but also reduces water sourcing, transportation and disposal costs. Produced water contains dispersed oil, which must be treated before it can be recycled and reused. In Texas’ Permian Basin, a recent ConocoPhillips pilot project tested a new, compact cyclonic deoiler similar to systems used in offshore production. The project resulted in much cleaner water that could then be reinjected into the producing zone. Additional applications of this new technology are being evaluated for future water gathering facilities in unconventional plays, which should further help to minimize the environmental impact of our operations and reduce costs. Reducing Emissions in the New Mexico San Juan Basin Reducing emissions is, and will continue to be, a priority for ConocoPhillips as we seek new, cost-effective technologies in our operations. We have reduced CO emissions by more than 6 million tons equivalent since 2 2009 and much of this was achieved in the San Juan Basin. In 2014, we achieved a 66% reduction in liquids unloading CO2e emissions and 59% reduction for pneumatic devices CO2e emissions, traditionally two of the largest sources of methane emissions. Supporting Indigenous Communities Recognizing and respecting the rights of indigenous communities to live as distinct peoples is a key principle for ConocoPhillips. In Alberta, Canada, we are partnering with community leaders and others in industry to help develop the youth in the communities where we operate. One program, known as the Experiential Learning Initiative, recognizes the importance of integrating Aboriginal culture, language, values and traditions into the educational experience. The program develops strategies that are designed to help improve community engagement, youth participation and engagement in learning and overall well-being. The school principals report that since the program began, school attendance rates have increased and morale has improved. ConocoPhillips 2016 PROXY STATEMENT XIII

SPIRIT Values We run our business under a set of guiding principles that we call our SPIRIT Values. These set the tone for how we behave with all our stakeholders, internally and externally. They are shared by everyone in our organization, distinguish us from competitors and are a source of pride. S SAFETY We operate safely. P PEOPLE We respect one another, recognizing that our success depends upon the commitment, capabilities and diversity of our employees. I INTEGRITY We are ethical and trustworthy in our relationships with stakeholders. R RESPONSIBILITY We are accountable for our actions. We are a good neighbor and citizen in the communities where we operate. I INNOVATION We anticipate change and respond with creative solutions. We are agile and responsive to the changing needs of stakeholders and embrace learning opportunities from our experience around the world. T TEAMWORK Our “can do” spirit delivers top performance. We encourage collaboration, celebrate success, and build and nurture long-standing relationships. ConocoPhillips 2016 PROXY STATEMENT XIV

~~Table of Contents~~

~~Notice of 2016 Annual Meeting~~
~~of Stockholders~~

~~Tuesday, May 10, 2016~~

~~9:00 a.m. (CDT~~)
~~Omni Houston Hotel at Westside, 13210 Katy Freeway, Houston, Texas 77079~~

The 2016 Annual Meeting of Stockholders of ConocoPhillips (the "Company") will be held on Tuesday, May 10, 2016, at 9:00 a.m. (CDT) at the Omni Houston Hotel at Westside, 13210 Katy Freeway, Houston, Texas 77079, for the following purposes:

1.: ~~To elect Directors to serve until the 2017 Annual Meeting (page 16);~~

2.: ~~To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2016 (page 24);~~

3.: ~~To provide an advisory approval of the compensation of our Named Executive Officers (page 28);~~

4.: ~~To consider and vote on two stockholder proposals (pages 80 through 83); and~~

5.: ~~To transact any other business properly coming before the meeting.~~

Only stockholders of record at the close of business on March 14, 2016 will be entitled to receive notice of and to vote at the Annual Meeting. For instructions on voting, please refer to the notice you received in the mail or, if you requested a hard copy of the proxy statement, on your enclosed proxy card. A list of stockholders entitled to vote at the meeting will be available for inspection by any stockholder at the offices of the Company in Houston, Texas during ordinary business hours for a period of 10 days prior to the meeting. This list will also be available to stockholders at the meeting.

Director Nominee Tenure Diversity

4
DIRECTORS

3
DIRECTORS

Director Nominee Gender Diversity		Gender Diversity in Board Leadership Roles
~~March 28, 2016~~
	36% Women	~~By Order~~ 20%	of ~~the Board~~our committees (1 of ~~Directors~~5) are chaired by a woman

Director Nominee Age Diversity

Board Skills and Experience Diversity

	CEO or senior officer		Financial reporting		Industry		Global
CEO or senior officer experience demonstrates a practical understanding of organizations, processes, strategy, risk, and risk management.		Financial reporting, audit knowledge, and experience in capital markets, both debt and equity, are critical to ConocoPhillips’ success.		Industry experience provides valuable perspective on issues specific to our business within the energy industry.		Global business or international experience provides valued perspectives on how well we grow our businesses outside the United States.
		~~Janet Langford Carrig~~ ~~Corporate Secretary~~

~~Important Notice Regarding the Availability of Proxy Materials for the 2016 Annual Meeting of Stockholders To Be Held on May 10, 2016: This Proxy Statement and our 2015 Annual Report are available at~~~~www.conocophillips.com/annualmeeting~~.

~~We urge each stockholder to promptly sign and return the enclosed proxy card or to use telephone or Internet voting. See "~~~~Questions and Answers About the Annual Meeting and Voting~~~~" for information about voting by telephone or Internet, how to revoke a proxy and how to vote shares in person.~~



	Regulatory/ government		Environmental/ sustainability		Technology		Public company board service
Regulatory/government experience offers valuable insight into how the energy industry is heavily regulated and directly affected by governmental actions and decisions.		Environmental/sustainability experience ensures that strategic business essentials and long-term value creation for stockholders are achieved with a responsible, sustainable business model.		Technology expertise adds exceptional value to our Board as we increasingly utilize our global data assets to monitor and optimize our operations.		Public company board service experience supports our goals of strong board and management accountability, transparency, and protection of stockholder interests.

2019 Proxy Statement 9

Table of Contents

Proxy Summary

Governance Highlights

Our Board oversees the development and execution of our strategy. We have robust governance practices and procedures that support our strategy. To maintain and enhance independent oversight, our Board is focused on its composition and effectiveness and has implemented a number of measures for continuous improvement.

The measures outlined below align our corporate governance structure with our strategic objectives and enable the Board to effectively communicate and execute our culture of compliance and rigorous risk management.

Comprehensive, Integrated Governance Practices

		>Our Board is committed to regular renewal and refreshment. We are continuously focused on the director recruitment and selection process. As a result, we have an experienced and diverse group of nominees. See“How Are Nominees Selected?”beginning onpage 32. >Our Board’s thorough onboarding and director education processes complement this recruitment process.
		>Our independent Lead Director’s robust duties are set forth in our Corporate Governance Guidelines. >Our independent directors meet privately in executive session at each regularly scheduled Board meeting. >Our Board reviews CEO and senior management succession and development plans at least annually and assesses candidates during Board and committee meetings and in less formal settings.
		>Our Board and committees conduct intensive and thoughtful annual evaluations, including self-evaluations and peer assessments. See“Board and Committee Evaluations” on page 21. >Our directors provide feedback on Board and committee effectiveness, including areas such as Board composition and the Board/management succession-planning process. >Our Board regularly assesses its leadership structure. >Our Board’s decision-making is informed by input from stockholders.

The governance best practices
we have adopted support
these general principles:

>Annual election of all directors

>Long-standing commitment to sustainability

>Stock ownership guidelines for directors and executives

>Independent Audit and Finance, Human Resources and Compensation, Directors’ Affairs and Public Policy committees

>Transparent public policy engagement

>Prohibition on pledging and hedging for directors and executives

>Proxy access

>Active stockholder engagement

>Independent Board except our CEO

>Executive sessions of independent directors held at each regularly scheduled Board meeting

>Independent Lead Director

>Majority vote standard in uncontested elections

>Clawback Policy

10 ConocoPhillips

Table of Contents

Proxy Summary

Executive Compensation

2018 COMPENSATION PROGRAM STRUCTURE

Each year the Human Resources and Compensation Committee (the ”HRCC”), advised by its independent compensation consultant and informed by feedback from stockholders, undertakes a rigorous process to set and review executive compensation. The HRCC believes a substantial portion of our executive compensation should be equity-based and focused on rewarding long-term performance and furthermore, that this approach most closely aligns the interests of our top executives with those of our stockholders.

The four primary elements of our executive compensation program are designed to provide a target total value for compensation that is competitive with our peers and attracts and retains the talented executives necessary to manage a large and complex company like ConocoPhillips. The following chart summarizes the principal components of our executive compensation program and the performance drivers of each element.

2018 Element of Pay	Overview	Key Benchmarks/Performance Measures
Annual Salary	Fixed cash compensation to attract and retain executives and balance at-risk compensation Range:Salary grade minimum / maximum	>Benchmarked to compensation reference group median; adjusted for experience, responsibility, performance, and potential
Variable Cash Incentive Program (“VCIP”)	Variable annual cash compensation to motivate and reward executives for achieving annual goals and strategic milestones that are critical to our strategic priorities Range:0% - 200% of target for corporate performance, plus/minus individual adjustments	>Health, Safety, and Environmental (20%) >Operational (20%) >Financial — Relative Adjusted ROCE/CROCE (20%) >Strategic Milestones (20%) >Relative TSR (20%) >Measured over a one-year performance period and aligned with our strategic priorities
Long-Term Incentive Program (“LTIP”)
	Variable long-term equity-based compensation to motivate and reward executives for achieving multi-year strategic priorities Granted at beginning of three-year performance period with final cash payout following the conclusion of the performance period based on HRCC assessment of progress toward pre-established corporate performance metrics and stock price on the settlement date Range:0% - 200% of target, inclusive of corporate performance adjustments	>Relative TSR (50%)⁽²⁾ >Financial – Relative Adjusted ROCE/CROCE (30%)⁽²⁾ >Strategic Objectives (20%)⁽²⁾ >Measured over a three-year performance period and aligned with our strategic priorities >Stock price

	Long-term equity-based compensation designed to encourage executive retention while incentivizing absolute performance that is aligned with stockholder interests Annual award settles in cash on 3rd anniversary of grant date based on the stock price on the settlement date Range:0% - 100% of target	>Stock price >Vest in three years

⁽¹⁾

Effective with equity grants in 2018, the HRCC approved replacing stock options with three-year, time-vested restricted stock units at a weight of 35% and increasing the weighting of performance shares to 65%.

~~ConocoPhillips~~ ~~2016 PROXY STATEMENT~~⁽²⁾

Effective with performance share programs commencing in 2019, the HRCC approved adjusting the PSP measures by eliminating the Strategic Objectives performance measure and increasing the weighting of relative TSR from 50% to 60% and Financial – Relative Adjusted ROCE/CROCE from 30% to 40%. This change eliminates discretion for determining payouts under the LTIP, which will now be determined solely on a formulaic basis.

2019 Proxy Statement 11

Table of Contents

Proxy Summary

COMPENSATION AND GOVERNANCE PRACTICES

Management and the HRCC believe pay and performance are best aligned through a rigorous review process of our executive compensation programs. This process, which is described under the heading “HRCC Annual Compensation Cycle” onpage 59, consists of benchmarking against our peers, completing four distinct performance reviews, incorporating stockholder feedback, and seeking the assistance of an independent third-party compensation consultant.

In connection with this ongoing review and based on feedback received through our stockholder outreach program, the HRCC maintains what it believes are best practices for executive compensation. Below is a summary of those practices.

WHAT WE DO

	Pay for Performance:We align executive compensation with corporate and individual performance on both a short-term and long-term basis. The majority of our target total direct compensation for employees who are a senior vice president or higher, executives who report directly to the CEO, or any other employee considered an officer under Section 16(b) of the Securities Exchange Act of 1934 (“Senior Officers”) is variable incentive compensation. Actual total direct compensation varies based on the extent of achievement of, among other things, safety, operational, and financial performance, and strategic goals, as well as stock performance and individual performance.
	Stock Ownership Guidelines:Our Stock Ownership Guidelines require executives to own stock or have an interest in restricted stock units valued at a multiple of base salary, ranging from 1.8 times salary for lower level executives to six times salary for the CEO. Each director is expected to own stock in the amount of the aggregate annual equity grants he or she received during his or her first five years on the Board. All of our Named Executive Officers and current directors meet or exceed these requirements.
	1 Mitigation of Risk:Our compensation plans have provisions designed to mitigate undue risk, including caps on the maximum level of payouts, clawback provisions, varied performance measurement periods, and multiple performance metrics. In addition, the Board, the HRCC, and management perform an annual risk assessment to identify potential undue risk created by our incentive plans.
	Clawback Policy:Executives’ incentive compensation is subject to a clawback that applies in the event of certain financial restatements. This is in addition to provisions contained in our award documents that, if an executive engages in any activity we determine is detrimental to ConocoPhillips, permit us to suspend the right to exercise, refuse to honor the exercise of awards already requested, or cancel awards granted.
	Independent Compensation Consultant:The HRCC retained Frederic W. Cook & Co., Inc. (“FW Cook”) to serve as its independent executive compensation consultant. During 2018, FW Cook provided no other services to ConocoPhillips.
	Double Trigger:Beginning with option awards granted in 2014, performance share programs beginning in 2014, and awards under the new Executive Restricted Stock Unit Program, equity awards do not vest in the event of a change in control unless there is also a qualifying termination of employment.
	Limited Payouts:In 2014, the HRCC formalized our existing practice of capping annual and long-term incentive payouts at 250% and 200% of the initial award, respectively. In 2015, the HRCC formalized our existing practice of making no upward individual performance adjustments for stock options, capping the award at 100% of target for programs beginning in 2016. At the outset of the new Executive Restricted Stock Unit Program in 2018, the HRCC formalized the practice of making no upward individual adjustments for those awards, capping the award at 100% of target.

WHAT WE DON’T DO

	No Excise Tax Gross Ups for Future Change in Control Plan Participants:In 2012, we eliminated excise tax gross ups for future participants in our Change in Control Severance Plan.
	No Current Payment of Dividend Equivalents on Unvested Long-Term Incentives:Dividend equivalents on unvested restricted stock units awarded under the PSP are only paid out to the extent that the underlying award is ultimately earned.
	No Repricing of Underwater Stock Options:Our plans do not permit us to reprice, exchange, or buy out underwater options without stockholder approval.
	No Pledging, Hedging, Short Sales, or Derivative Transactions:Company policies prohibit our directors and executives from pledging, hedging, or trading in derivatives of ConocoPhillips stock.
	No Employment Agreements for Our Named Executive Officers:All compensation for our Named Executive Officers is established by the HRCC.

12 ConocoPhillips

Table of Contents

Table of Contents

~~Table of Contents~~NOTICE OF 2019 ANNUAL MEETING OF STOCKHOLDERS


PROXY SUMMARY ~~Corporate Governance Matters~~		45
About ConocoPhillips	5
Stockholder Engagement	7
Director Nominees	8
Governance Highlights	10
Executive Compensation	11

SUSTAINABILITY	14
Our Approach	14

CORPORATE GOVERNANCE MATTERS	16
Communications with the Board of Directors		516
Stockholder Engagement and Board Responsiveness ~~Engagement~~		516
Board Leadership Structure		619
Board Independence	20
Related Party Transactions	20
Board and Committee Evaluations		721
Board ~~Independence~~	Risk Oversight	722
Code of Business Ethics and Conduct ~~Board Risk Oversight~~		822
Commitment to our Culture	23
Human Capital Management	23
Executive Succession Planning and Leadership Development		825
Public Policy Engagement ~~Code of Business Ethics and Conduct~~		825
~~Related Party Transactions~~		9
~~Public Policy Engagement~~		9
~~Sustainability~~		9
Board Meetings and Committees	26
Non-Employee Director Compensation	28

ITEM 1: ELECTION OF DIRECTORS AND DIRECTOR BIOGRAPHIES	32

9AUDIT AND FINANCE COMMITTEE REPORT	42


ITEM 2: PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP ~~Nominating Processes of the Committee on Directors' Affairs~~		1144
~~Non-Employee Director Compensation~~		12
~~Election of Directors and Director Biographies~~ ~~(Item 1 on the Proxy Card)~~		16
~~Audit and Finance Committee Report~~		23
~~Proposal to Ratify the Appointment of Ernst & Young LLP~~ ~~(Item 2 on the Proxy Card)~~		24
~~Role of the Human Resources and Compensation Committee~~		26
~~Human Resources and Compensation Committee Report~~		27
~~Human Resources and Compensation Committee Interlocks and Insider Participation~~		27
~~Advisory Approval of Executive Compensation~~ ~~(Item 3 on the Proxy Card)~~		28



ITEM 3: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION	46

ROLE OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE	47
Authority and Responsibilities	47
Members	47
Meetings	47
Continuous Improvement	47


2		~~ConocoPhillips~~COMPENSATION DISCUSSION AND ANALYSIS ~~2016 PROXY STATEMENT~~

~~Table of Contents~~


~~Compensation Discussion and Analysis~~		2948
Executive Overview		2949
~~2015 Strategy~~Philosophy and ~~Path Forward~~	Principles of our Executive Compensation Program	3556
~~Executive Compensation Alignment~~		35
~~Philosophy and Objectives of Our Executive Compensation Program~~		36
~~Alignment of CEO Compensation and Performance~~		37
Components of Executive Compensation		3956
Process for Determining Executive Compensation		4158
~~2015~~2018 Executive Compensation Analysis and Results		4967
Other Executive Compensation and Benefits		5775
Executive Compensation Governance	76

58HUMAN RESOURCES AND COMPENSATION COMMITTEE REPORT	78

HUMAN RESOURCES AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	78

EXECUTIVE COMPENSATION TABLES	79
~~Executive~~Summary Compensation ~~Tables~~	Table	6079
~~Summary Compensation Table~~		60
Grants of Plan-Based Awards Table		6382
Outstanding Equity Awards at Fiscal Year End		6484
Option Exercises and Stock Vested		6687
Pension Benefits		6687
Nonqualified Deferred Compensation		7091
Executive Severance and Changes in Control	93
	71


CEO PAY RATIO	~~Stock Ownership~~98

77STOCK OWNERSHIP	99
Holdings of Major Stockholders		7799
Section 16(a) Beneficial Ownership Reporting Compliance	99
Securities Ownership of Officers and Directors		78100
~~Section 16(a) Beneficial Ownership Reporting Compliance~~		78
~~Equity Compensation Plan Information~~		79
~~Stockholder Proposal: Report on Lobbying Expenditures~~ ~~(Item 4 on the Proxy Card)~~		80
~~Stockholder Proposal: Partial Deferral of Annual Bonus Based on Reserves Metrics~~ ~~(Item 5 on the Proxy Card)~~		82
~~Submission of Future Stockholder Proposals and Nominations~~		84
~~Available Information~~		84
~~Questions and Answers About the Annual Meeting and Voting~~		85
~~Appendix A—Non-GAAP Reconciliations~~		91

Table of Contents

Sustainability

Our Approach

ConocoPhillips recognizes the importance of delivering reliable and affordable energy to the world and doing so in a sustainable way. We are committed to demonstrating leadership in the production of natural gas and oil by being competitive both financially and with our environmental and social performance. Our governance structure is designed to ensure that management of sustainability-related risks and opportunities throughout the organization is incorporated into our strategic and operating decisions. Our governance model extends from the Board’s Public Policy Committee, through the executive team, to leaders and internal subject matter experts.

A formal process seeks to identify sustainability-related risks, and action plans for each risk include line-of-sight goals for business units and key functions. Existing production, planned exploration activities, and major projects are examined through our sustainable development (“SD”) risk management process against the physical, social and political settings of our operations to ascertain potential risks.

Sustainable Development Risk Management

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Sustainability

MANAGING CLIMATE-RELATED RISKS

Our comprehensive governance framework provides Board and management oversight of our climate-related risk processes and mitigation plans as examined in our climate change report, Managing Climate-Related Risks. We utilize an integrated management system approach to identify, assess, characterize, and manage climate-related risks. This system links directly to the enterprise risk management process, which includes an annual review by executive leadership and the Board.

We use scenarios in our strategic planning process to:

>	gain a better understanding of external factors that impact our business;
>	test the robustness of our strategy across different business environments;
>	communicate risks appropriately; and
>	adjust prudently to changes in the business environment.

We also set a target to reduce our greenhouse gas emissions intensity by 5-15 percent by 2030, from a 2017 baseline. This goal demonstrates our commitment to greenhouse gas emissions reductions and managing climate-related risks and issues throughout the business. It also ensures that appropriate risk management discussions occur throughout the lifecycles of our assets.

MANAGING LOCAL WATER RISKS

Access to water is essential to the communities and ecosystems near our operations and to our ability to produce natural gas and oil. Fresh water is a limited resource in regions experiencing water scarcity, and local availability may be affected in the future by physical effects of climate change, such as droughts. Although access to water and water scarcity are issues of global importance, we manage water risks and mitigate potential impacts to water resources locally, taking into account the unique social, economic, and environmental conditions of each basin or offshore marine area. Our SD risk management process strives to ensure that a Water Action Plan tracks mitigation activity for priority water-related risks included in the corporate SD Risk Register.

MANAGING LOCAL BIODIVERSITY RISKS

Biodiversity, which is the variety of terrestrial and marine plant and animal species, is important to maintaining ecosystem health and is an aspect of human well-being. Every basin or marine area has a unique combination of habitats, plant, and animal species. A Biodiversity Action Plan tracks mitigation activity for priority biodiversity risks included in the corporate SD Risk Register. We address potential impacts to areas with biological or cultural significance through the use of the Mitigation Hierarchy, which includes four prioritized steps: (1) Avoid; (2) Minimize; (3) Restore; and (4) Offset.

ENGAGING STAKEHOLDERS

Active stakeholder engagement and dialogue is an integral part of our sustainability commitment. Stakeholder engagement is how we go about implementing or “operationalizing” our commitment to human rights, including indigenous peoples’ rights, and our commitment to the communities where we operate. For each of our assets, we develop a stakeholder engagement plan that identifies those who can influence or be affected by our activities and outlines how we will engage with them to build long-term value for both ConocoPhillips and our stakeholders.

RECOGNITION

Notable ESG achievements in 2018 include:

>	ConocoPhillips was named to the Dow Jones Sustainability Index for the twelfth consecutive year, ranked as the highest energy company in North America;
>	MSCI rated ConocoPhillips “AA”, the second highest possible score;
>	ConocoPhillips achieved the best possible score of “1” on both environmental and social metrics from ISS QualityScore; and
>	ConocoPhillips achieved a B rating for CDP Climate Change which is above the industry and North American average.

To learn more about sustainable development at ConocoPhillips, please view our Sustainability Report on our website under “Company Reports and Resources.”

2019 Proxy Statement 15

Table of Contents

Corporate Governance Matters

The Committee on ~~Directors'~~Directors’ Affairs and our Board annually review ~~the Company's~~our governance structure, ~~to take~~taking into account changes in Securities and Exchange Commission ~~("SEC"~~(the “SEC”) and New York Stock Exchange ~~("NYSE"~~(the “NYSE”) rules, as well as current best practices. Our Corporate Governance Guidelines address the matters shown below, among others.

>Director qualifications;

>Director responsibilities;

>Board committees;

>Director access to officers, employees, and independent advisors;

>Director compensation and stock ownership requirements;

>Director orientation and continuing education;

>Chief Executive Officer evaluation and management succession planning; and

>Board performance evaluations.

The Corporate Governance Guidelines are posted on ~~the Company's~~our website under ~~the "~~“Investors > Corporate Governance~~" caption~~” and are available in print upon request (see "“Available Information~~" on page 84), address~~ and Questions and Answers about the ~~following matters, among others:~~

•

~~Director qualifications;~~

•

~~Director responsibilities;~~

•

~~Board committees;~~

•

~~Director access to officers;~~

•

~~Employees and independent advisors;~~

•

~~Director compensation;~~

•

~~Director orientation and continuing education;~~

•

~~Chief Executive Officer ("CEO") evaluation and management succession planning;~~

•

~~Board performance evaluations;~~

•

~~Stock ownership and holding requirements for directors and management; and~~

•

~~Policies prohibiting hedging and pledging.~~

~~Proxy Access~~ ~~—Following our 2015~~ Annual Meeting ~~at which a proxy access stockholder proposal received the support of a majority of the votes cast,~~ and through the summer and fall of 2015, we engaged in extensive stockholder outreach and discussed proxy access with holders of more than 30% of our shares. Although our stockholders expressed varying viewsVoting” beginning on proxy access generally, and on the specific terms of a proxy access bylaw, many stockholders indicated that they viewed proxy access as an important stockholder right. At the same time, many stockholders expressed concern that stockholders with a small economic interest could abuse proxy access and impose unnecessary costs on our Company. In particular, stockholders expressed support for a reasonable limit on the number of stockholders who could come together to form a nominating group, with a consensus around a 20 stockholder limit, so long as certain related funds were counted as one stockholder for this purpose. In addition, many stockholders expressed support for the principle that a proxy access bylaw provide for a minimum of two candidates, with that principal being more meaningful to stockholders than the percentage of the board used to calculate the number of permitted proxy access candidates. Stockholders expressed general flexibility concerning most other proxy access terms, including counting directors nominated as access candidates who are elected and re-nominated by the Board against the limit on access candidates for a limited number of

years and not permitting proxy access to operate at the same annual meeting for which a nomination notice outside of proxy access has been submitted by another stockholder. Also, stockholders indicated that post-meeting holding requirements would be considered overly restrictive, but that a statement regarding post-meeting intentions that did not require continued ownership was acceptable. On the topic of third-party compensation, a number of stockholders believed that such compensation for a person's nomination or candidacy was acceptable so long as it was disclosed, but those stockholders believed such compensation for service as a director was problematic. The feedback received from stockholders was reported to the Committee on Directors' Affairs and to the full Board. Following a review of corporate governance best practices and trends and our Company's particular facts and circumstances, as well as the views expressed by our stockholders in voting for the stockholder proposal and in the engagement efforts that followed, our Board amended our By-Laws to provide a proxy access right to stockholders. As a result, a stockholder or a group of up to 20 stockholders, owning at least 3% of our shares continuously for three years, may submit nominees for up to 20% of the Board, or two nominees, whichever is greater, for inclusion in our proxy materials, subject to complying with the requirements contained in our By-Laws.

page 104




4				~~ConocoPhillips~~ ~~2016 PROXY STATEMENT~~

~~Table of Contents~~).

Communications with the Board of Directors

~~The Board of Directors maintains a process for stockholders and interested parties to communicate with the Board.~~ Stockholders and interested parties may write or call our Board ~~of Directors~~ by contacting our Corporate Secretary ~~Janet Langford Carrig,~~ as provided below:

Write to: Call: Email: Annual Meeting Website:

ConocoPhillips
Board of Directors
c/o Corporate Secretary
ConocoPhillips
P.O. Box 4783
Houston, TX 77210-4783 (281) 293-3030
boardcommunication@
conocophillips.com
www.conocophillips.com/
annualmeeting

Relevant communications ~~are~~will be distributed to the full Board or to ~~any~~ individual ~~director or~~ directors, as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Board has requested that certain items that are unrelated to its duties and responsibilities be excluded, such as:appropriate. The Corporate Secretary will not forward business solicitations, or ~~advertisements;~~advertisements, junk mail and mass ~~mailings;~~mailings, new product ~~suggestions;~~suggestions, product ~~complaints;~~complaints, product ~~inquiries;~~inquiries, resumes and other forms of job ~~inquiries; spam; and surveys. In addition, material~~inquiries, surveys, or communications that isare unduly hostile, threatening, illegal, or similarly ~~unsuitable will~~

~~be excluded.~~unsuitable. Any communication that is filtered out is ~~made~~ available to any ~~outside~~ director upon request.

~~Recognizing that director attendance at the Company's annual meeting can provide the Company's stockholders with an opportunity to communicate with~~Stockholder Engagement and Board ~~members about issues affecting the Company, the Company actively encourages its directors to attend the annual meeting. In 2015, all of the Company's directors attended the annual meeting.~~Responsiveness

~~Engagement~~

ConocoPhillips is committed to engaging in constructive and meaningful conversations with ~~its~~ stockholders and to building and managing long-term relationships based on mutual trust and respect. The Board values the input and insights of ~~the Company's~~our stockholders and believes that consistent and effective Board-stockholder communication strengthens the ~~Board's~~Board’s role as an active, informed, and engaged fiduciary.

BOARD OVERSIGHT OF ENGAGEMENT

In an effort to continuously improve ~~ConocoPhillips'~~ConocoPhillips’ governance processes and communications, the Committee on ~~Directors'~~Directors’ Affairs has adopted Board and Shareholder Communication and Engagement ~~Guidelines~~Guidelines. Recognizing that director attendance at the annual meeting provides stockholders with a valuable opportunity to communicate with Board members, we expect directors to attend. In 2018, all of the directors seeking re-election participated in ~~2015. The Board believes regular communications are an important part~~the annual meeting. We anticipate that all of ~~creating~~the director nominees will attend the Annual Meeting in May. We also support an open ~~candid,~~ and ~~productive dialogue.~~ transparent process for stockholders and other interested parties to contact the Board in between annual meetings as noted above under“Communications with the Board of Directors.”

16 ConocoPhillips

Table of Contents

Corporate Governance Matters

The Board-Driven Stockholder Engagement Process

Deliberate, assess, and prepare Reach out and engage Evaluate and respond
The Board regularly assesses and monitors investor sentiment, stockholder voting results, and trends in governance, executive compensation, human capital management, culture, regulatory, environmental, social, and other matters. With that foundation, the Board identifies and prioritizes potential topics for stockholder engagement. Management regularly meets with stockholders to actively solicit input on a range of issues and reports stockholder views to our Board. With management’s assistance, the Board maintains an active dialogue with stockholders, which clarifies and deepens the Board’s understanding of stockholder concerns and provides stockholders with insight into our Board’s processes. Stockholder input informs our Board’s ongoing process of continually improving governance and other practices. Specifically, the Board and management regularly review stockholder input to evaluate any identified issues and concerns. The Board responds, as appropriate, with continued discussion with stockholders and enhancements to policy, practices, and disclosure.

ONGOING ENGAGEMENT AND BOARD REPORTING
Executives and management from ~~the Company's global compensation and benefits,~~ConocoPhillips’ human resources, legal, investor relations, government affairs, and sustainable development groups ~~among others, regularly~~and, when appropriate, directors meet with stockholders regularly on a variety of ~~topics, including corporate governance, executive compensation and climate change and~~

~~sustainability.~~topics. Management provides ~~regular~~ reports to the Board and its committees regarding the key themes and results of ~~their communications with the Company's stockholders,~~these conversations, including typical investor concerns and questions, emerging issues, and pertinent corporate governance matters.

~~Since the Company's last annual meeting,~~In 2018, we actively reached out to more than 50 percent of our ~~top 50~~ investors ~~and an engagement team consisting of management and subject-matter experts on governance, compensation, and environmental and social issues, conducted~~to invite them to participate in in-depth discussions with ~~stockholders representing more than 30 percent of our common stock outstanding. In addition,~~ our engagement ~~team met with many of the stockholders who submitted proposals for inclusion in our Proxy Statement to discuss their concerns and areas of agreement and disagreement. ConocoPhillips~~team. We gained valuable feedback during these ~~engagements, and this feedback~~discussions, which was shared with the Board and its relevant committees.

By the Numbers: Stockholder Engagement in Spring and Fall 2018

We contacted our top 50 stockholders representing over: Management and, in some instances, our HRCC Chair, Robert A. Niblock, held meetings with stockholders representing approximately: Matters discussed during these meetings included our strategy and value proposition, corporate governance, executive compensation, human capital management, culture, climate change, and sustainability.

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 5

2019 Proxy Statement   17
Table of Contents
Corporate Governance Matters
BOARD RESPONSIVENESS
Our Board is committed to constructive engagement with investors. We regularly evaluate and respond to the views expressed by our stockholders. This dialogue has led to enhancements in our corporate governance, environmental, social, and executive compensation activities that the Board believes are in the best interest of ConocoPhillips and our stockholders.
To better communicate with our stockholders, ConocoPhillips has formed a Governance Leadership ~~Structure~~
Team, which is an engagement team comprised of management and internal subject-matter experts on strategy, governance, compensation, compliance, human capital management, and environmental and social issues, to lead a comprehensive, year-round stockholder engagement program.
~~Board Overview~~
•
~~Chairman~~
The Governance Leadership Team that spearheaded our 2018 outreach efforts consisted of the ~~Board~~following members of ConocoPhillips management: Ellen R. DeSanctis, Vice President, Investor Relations and Communications; James D. McMorran, Vice President, Human Resources and Real Estate and Facilities Services; Heather Sirdashney, General Manager, Human Resources; Brian Pittman, General Manager, Compensation and Benefits; Shannon B. Kinney, Deputy General Counsel, Governance, Corporate, and Commercial and Chief ~~Executive Officer: Ryan M. Lance~~

•
~~Lead Director: Richard H. Auchinleck~~

•
~~Active engagement by all Directors~~

•
~~10 of~~Compliance Officer; Lloyd Visser, Global Head, Sustainable Development; and James Viray, Director, Stakeholder Engagement & Social Responsibility. In some instances, our ~~11 Director Nominees are independent~~

•
~~All members of the Audit and Finance Committee,~~ Human Resources and Compensation Committee ~~Committee~~Chair, Robert A. Niblock, also participated in the stockholder meetings.
In these meetings, we discussed our strategy and value proposition, corporate governance, executive compensation, human capital management, culture, climate change, and sustainability. In 2018, the feedback received from our stockholders on ~~Directors' Affairs~~these and ~~Public Policy Committee are independent~~
other topics was overwhelmingly positive.
What We Learned from Our Meetings with Stockholders
>
Stockholders commended the changes to our compensation programs as being very responsive to stockholder concerns previously expressed and appreciated the improved disclosures regarding our programs
>
Stockholders applauded the gender diversity, composition, and refreshment of our Board
>
Stockholders appreciated the opportunity to meet with our Governance Leadership Team and members of our Board for open discussion and to directly ask management questions
>
Stockholders were interested in how our Board and senior management influence our values and workforce and appreciated learning more about the importance ConocoPhillips places on our people and cultivating a corporate culture of integrity
>
Stockholders were interested in our governance and performance on sustainable development risk management and provided positive feedback on our continued leadership in sustainability initiatives and disclosures
Changes Informed by Stockholder Input
As part of our continued commitment to constructive engagement with our stockholders, we devote a meaningful amount of time to discussing the views voiced by our stockholders and share such input with our Board and its committees, where applicable, for their consideration. Our dialogue has led to the following changes:
>
Continued to evolve our stockholder engagement process to better connect with and understand the views of our stockholders
>
Provided additional disclosures regarding our commitment to culture and human capital management (seepages 23-24)
>
Increased transparency around targets and results for our annual and long-term incentive programs (seepages 67-74)
>
Expanded our compensation peer selection to include broader general industry companies that are more comparable in terms of size and scale, as well as other energy companies (seepages 60-62)
>
Replaced stock options with time-vested restricted stock units to balance risk, retention, and dilution
>
Increased the weighting of performance shares from 60 percent to 65 percent, eliminated stock options, and assigned a weight of 35 percent to the time-vested restricted stock units
>
Effective with performance share programs commencing in 2019, eliminated the Strategic Objectives performance measure from the Performance Share Program and increased the weighting of relative TSR from 50% to 60% and relative Financial metrics (Adjusted ROCE/CROCE) from 30% to 40%
>
Published our climate change report, Managing Climate-Related Risks
>
Joined the Climate Leadership Council to participate in constructive public policy dialogue
18   ConocoPhillips
Table of Contents
Corporate Governance Matters
Board Leadership Structure
Board Overview
>
Chairman of the Board and Chief Executive Officer:
Ryan M. Lance
>
Lead Director: Robert A. Niblock*
>
Active engagement by all directors
>
10 of our 11 director nominees are independent
>
All members of the Audit and Finance Committee, Human Resources and Compensation Committee, Committee on Directors’ Affairs, and Public Policy Committee are independent
Our Board believes that continuing to combine the position of Chairman and CEO is in the best ~~interests~~interest of ~~the Company~~ConocoPhillips and its stockholders and provides an effective balance between strong ~~Company~~company leadership and oversight by engaged independent directors.
~~Chairman and CEO Roles~~
* The non-employee directors have selected Mr. Niblock to serve as Lead Director effective May 13, 2019. Mr. Norvik is scheduled to retire at the Annual Meeting on May 14, 2019.
CHAIRMAN AND CEO ROLES
ConocoPhillips believes that independent board oversight is an essential component of strong corporate performance and enhances stockholder value. A combined position of Chairman and CEO is only one element of our leadership structure, which also includes an independent Lead Director and active non-employee directors. Furthermore, each of the Audit and Finance, Human Resources and Compensation, ~~Directors'~~Directors’ Affairs, and Public Policy committees is made up entirely of independent directors. While the Board retains the authority to separate the positions of Chairman and CEO if it deems appropriate in the future, the Board believes the combined role of Chairman and CEO ~~has been effective for some time. Doing so~~is currently effective. Combining these roles places one person in a position to guide the Board in setting priorities for ~~the Company~~ConocoPhillips and in addressing the risks and challenges ~~the Company faces.~~we face. The Board believes that, while its independent directors bring a diversity of skills
and perspectives to the Board, ~~the Company's CEO,~~Mr. Lance, by virtue of his day-to-day involvement in managing ~~the Company,~~ConocoPhillips, is best suited to perform this unified role.
The Board believes there is no single organizational model that is the best and most effective in all circumstances. As a result, the Board periodically considers whether the offices of Chairman and CEO should be combined and who should serve in such capacities. The Board ~~has considered whether the offices of Chairman and CEO should be combined and concluded that doing so continues to be in the best interests of the Company and its stockholders. The Board~~ will continue to reexamine its corporate governance policies and leadership structures on an ongoing basis to ensure that they continue to meet ~~the Company's~~our needs.
~~Independent Director Leadership~~
INDEPENDENT DIRECTORS
The Board believes ~~that~~ its current structure and processes encourage ~~its~~the independent directors to be actively involved in guiding the work of the Board. The Chairs of the ~~Board's~~Board’s committees establish their agendas and review their committee materials in advance of meetings, ~~communicating directly~~conferring with other directors and members of management as each deems appropriate. Moreover, each director is ~~free~~authorized to suggest agenda items and to raise matters that are not on the agenda at Board and committee meetings.
Our Corporate Governance Guidelines require ~~that~~ the independent directors to meet in executive session at every meeting. ~~The Board has designated~~Additionally, if the offices of Chairman ofand CEO are held by the ~~Committee on Directors' Affairs,~~same person, a lead director will be selected from among the non-employee directors. Harald J. Norvik, who ~~must be an independent director, as the Lead Director. Richard H. Auchinleck~~ currently serves in this ~~role. As~~role, is scheduled to retire at the Annual Meeting. The non-employee directors have selected Robert A. Niblock to serve as Lead Director ~~Mr. Auchinleck~~effective May 13, 2019.
Our Lead Director presides at executive sessions of the independent directors. Each executive session may include ~~among other things,~~
~~(1)~~ a discussion of the performance of the Chairman and CEO, ~~(2)~~ matters concerning the relationship of the Board with the Chairman and CEO and other members of senior management, and ~~(3)~~ such other matters as the independent directors deem appropriate. No formal action of the Board is taken at these meetings, although the independent directors may subsequently recommend matters for consideration by the full Board. The Board may invite guest attendees for the purpose of making presentations, responding to questions by the directors, or providing counsel on specific matters within their areas of expertise. In addition to chairing the executive sessions, ~~Mr. Auchinleck leads~~the Lead Director manages the discussion with our CEO following the independent ~~directors'~~directors’ executive sessions, extensively participates in the discussion of CEO performance with the Human Resources and Compensation Committee, and ensures that the ~~Board's~~Board’s self-assessments are ~~done~~conducted annually.
2019 Proxy Statement   19

6 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

Table of Contents
~~Board and Committee Evaluations~~
~~Each year, the Board performs a rigorous self-evaluation and peer-evaluation. As required by the Company's~~ Corporate Governance Guidelines, the Committee on Directors' Affairs oversees this process. The performance evaluations solicit input from directors regarding the performance and effectiveness of the Board, its committees, and individual directors and provide an opportunity for directors to identify potential improvements.Matters
The Committee on Directors' Affairs reviews the results and feedback from the evaluation process and makes recommendations for improvements as appropriate. The independent Lead Director has individual conversations with each member of the Board and leads a discussion of the evaluation results during an executive session of the Board, providing further opportunity for dialogue and improvement.
This allows for direct feedback by independent directors and enables Mr. Auchinleck, as Lead Director, to speak on their behalf in conversations with management about the Board's role and informational needs. The Board has successfully used this process to evaluate Board and committee effectiveness and identify opportunities to strengthen the Board. Mr. Auchinleck is also available to meet during the year with individual directors about any other areas of interest or concern they may have.
Members of each committee of the Board also complete a detailed questionnaire annually to evaluate how well their respective committee is operating and to make suggestions for possible improvements. The Chair of each committee summarizes the responses and reviews them with their respective committee members.
Board Independence
The Corporate Governance Guidelines contain director independence standards ~~which~~that are consistent with the standards set forth in the NYSE ~~listing standards,~~Listing Manual to assist the Board in determining the independence of ~~the Company's~~ConocoPhillips’ directors. The Board has determined that each director, ~~nominee,~~ except Mr. Lance, meets the standards regarding independence set forth in the Corporate Governance Guidelines and is free of any material relationship with ~~the Company~~ConocoPhillips (either directly or indirectly as a partner, stockholder, or officer of an organization that has a relationship with ~~the Company)~~ConocoPhillips). In making such determination, the Board specifically considered the fact that many of our ~~director nominees are~~directors may be directors, retired officers, and stockholders of companies with which we conduct business. In addition, some of our ~~director nominees~~directors may serve as employees of, or consultants or advisors to, companies that do business with ConocoPhillips and its affiliates. In all cases, the Board determined that the nature of the business conducted and the interest
of the director ~~nominee~~ by virtue of such position were immaterial both to ~~the Company~~ConocoPhillips and to the ~~director nominee.~~director.
In recommending that each non-employee director ~~nominee~~ be found independent, our Board, with input from the Committee on ~~Directors'~~Directors’ Affairs, considered relationships ~~which,~~that, while not constituting ~~related party~~related-party transactions in which a director had a direct or indirect material interest, nonetheless involved transactions between ~~the Company~~ConocoPhillips and a company with which a director is affiliated, whether through employment status or by virtue of serving as a director. Included in the ~~Committee's~~Committee’s review were the following transactions, which occurred in the ordinary course of business. All of these matters ~~described below~~ fall below the relevant thresholds for independence as set forth in the NYSE ~~listing standards~~Listing Manual and ~~the Company's~~our Corporate Governance Guidelines.
Director Matters Considered
~~Richard H. Auchinleck~~ ~~Ordinary course business transactions with Telus Corporation~~
Charles E. Bunch Ordinary course business transactions with Marathon Petroleum Corporation
~~James E. Copeland, Jr.~~ Caroline Maury Devine Ordinary course business transactions with ~~Time Warner Cable~~Technip and Petroleum Geo-Services ASA
~~Jody Freeman~~ John V. Faraci Ordinary course business transactions with ~~Harvard~~National Fish and Wildlife Foundation, the American Enterprise Institute, and Denison University
Gay Huey Evans Ordinary course business transactions with Standard Chartered PLC
Jeffrey A. Joerres Ordinary course business transactions with Johnson Controls International plc
William H. McRaven Ordinary course business transactions with The ~~Financial Reporting Council and Standard Chartered PLC~~
~~Robert A. Niblock~~ ~~Ordinary course business transactions with Lowe's Companies, Inc.~~
~~Harald J. Norvik~~ ~~Ordinary course business transactions with Petroleum Geo-Services ASA~~University of Texas System
Related Party Transactions
The Audit and Finance Committee has a policy to review all known transactions, arrangements, and relationships (or series of similar or related transactions) between ConocoPhillips (or a subsidiary) and any (1) person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer of, or a nominee to become a director of, ConocoPhillips; (2) person who is known to be the beneficial owner of more than five percent of any class of our stock; (3) immediate family member of any of the foregoing persons; or (4) entity where any one of the foregoing persons is an employee, a general partner, or in a similar position or in which such person has a five percent or greater beneficial ownership interest, in each case where the aggregate amount involved exceeds $120,000. The purpose of this review is to determine whether such related persons have a direct or indirect material interest in the transaction constituting a “Related Party Transaction.” ConocoPhillips’ legal staff, in consultation with the finance team, is primarily responsible for making these determinations and for developing and implementing procedures for obtaining the necessary background information about these transactions.
The Audit and Finance Committee reviews all relevant facts and circumstances of each Related Party Transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and the extent of the related person’s interest in the transaction, taking into account the conflicts of interest provisions of ConocoPhillips’ Code of Business Ethics and Conduct and such other factors as it believes are relevant to determining whether or not the transaction may be in the best interest of ConocoPhillips, and either approves, ratifies, or disapproves the Related Party Transaction. The Audit and Finance Committee ratified the following Related Party Transaction:
We employ Cameron Smith, son-in-law of William L. Bullock, Jr., our President, Asia Pacific & Middle East, in a non-executive position. The aggregate value of the compensation paid to Mr. Smith during fiscal year 2018 was approximately $164,841, consisting of salary, annual incentive (earned in fiscal 2018 and paid in fiscal 2019), and restricted stock units. In addition, Mr. Smith received the standard benefits provided to other non-executive ConocoPhillips employees for his services during fiscal year 2018.
20   ConocoPhillips

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 7

Table of Contents
Corporate Governance Matters
Board and Committee Evaluations
Each year, the Board performs a rigorous full Board evaluation, and each director performs a self-evaluation and an evaluation of each of his or her peers. Generally, the evaluation process described below is managed by the Corporate Secretary’s office with oversight by the Committee on Directors’ Affairs. However, the Committee on Directors’ Affairs periodically retains an independent third party to manage the evaluation process to ensure it remains as thorough and transparent as possible.
In addition to participating in the full Board evaluation, members of each committee also complete a detailed questionnaire annually to evaluate how well the committee is operating and to suggest improvements. Each committee’s Chair summarizes the responses and reviews them with the members of his or her respective committee.
The Committee on Directors’ Affairs reviews these evaluation processes annually and develops any changes it deems necessary. In connection with the annual review in 2018, the Committee on Directors’ Affairs consulted with an independent third party, the Center for Board Excellence (“CBE”). CBE reviewed our evaluation questionnaires and recommended a number of changes to the forms of the Board evaluation and the peer and self-evaluations to achieve best practices. In its October meeting, the Committee on Directors’ Affairs reviewed and approved CBE’s recommended changes. CBE’s chief executive officer validated that our evaluation questionnaires, as revised, and individual interview processes represent best practices for board and committee evaluations.
2019 Proxy Statement   21
Table of Contents
Corporate Governance Matters
Board Risk Oversight
While ~~the Company's~~our management team is responsible for the day-to-day management of ~~risks to the Company,~~risk, the Board has broad oversight responsibility for ~~the Company's risk management~~our risk-management programs. In this ~~oversight~~ role, the Board is responsible for ~~satisfying itself~~ensuring that the ~~risk management~~risk-management processes designed and implemented by ~~the Company's~~ management are functioning as intended and that necessary steps are taken to foster a culture of ~~risk-adjusted~~prudent decision-making throughout the organization.
In ~~carrying out its~~order to maintain effective Board oversight ~~responsibility,~~across the entire enterprise, the Board ~~has delegated~~delegates to individual ~~Board~~ committees certain elements of its oversight ~~function. In this context,~~function, as shown below.In addition, the Board ~~has delegated~~delegates authority to the Audit and Finance Committee to ~~coordinate~~manage the risk oversight efforts of the ~~Company's risk management programs among the Board's~~various committees. As part of
this authority, the Audit and Finance Committee regularly discusses ~~the Company's~~ConocoPhillips’ enterprise ~~risk management~~risk-management policies and facilitates appropriate coordination among ~~Board~~ committees to ensure that our ~~risk management~~risk-management programs are functioning properly. In particular, the Chairman of the Audit and Finance Committee meets with the Chairs of the other Board committees and management each year to discuss the Board's oversight of the Company's risk management programs. The Board receives regular updates from its committees on individual categories of risk, including strategy, reputation, operations, climate change, people, technology, investment, political/legislative/regulatory, and ~~market. Such updates incorporate, among other things,~~market, and receives a report periodically from the ~~following risk areas:~~Chair of the Audit and Finance Committee about oversight efforts and coordination.
Board of Directors
Audit and Finance Committee

>Financial/reserve reporting
>Compliance and ethics
>Cybersecurity
Human Resources and Compensation Committee

>Retention
>Compensation programs
>Diversity and inclusion
Committee on Directors’ Affairs

>Executive succession planning
>Corporate governance policies and procedures
Public Policy Committee

>Health, safety, and environmental
>Operational integrity
>Political and regulatory
The Audit and Finance Committee manages and coordinates risk oversight efforts of all committees
The Board exercises its oversight function with respect to all material risks to ~~the Company,~~ConocoPhillips, which are identified and discussed in ~~the Company's~~our public filings with the SEC.
~~Executive Succession Planning and Leadership Development~~
On an ongoing basis, the Board plans for succession to the position of CEO and other senior management positions, and the Committee on Directors' Affairs oversees this succession planning process. The Human Resources and Compensation Committee assists in succession planning, as necessary, and reviews and makes recommendations to the Board regarding people strategies and initiatives such as
leadership development. To assist the Board, the CEO periodically provides the Board with an assessment of senior executives and their potential to succeed to the position of CEO. In addition, the CEO periodically provides the Board with an assessment of potential successors to other key positions. Succession planning and leadership development remain top priorities of the Board and management.
Code of Business Ethics and Conduct
ConocoPhillips has adopted a worldwide Code of Business Ethics and Conduct, which applies to all directors, officers, and ~~employees, including the CEO and CFO. Our~~employees. The Code of Business Ethics and Conduct is designed to help ~~directors, officers and employees~~ resolve ethical issues in an increasingly complex global business environment and covers topics such as conflicts of interest, insider trading, competition and fair dealing, discrimination and harassment, confidentiality, payments to government personnel, anti-boycott laws, U.S. embargos and sanctions, compliance procedures, employee complaint procedures, expectations for supervisors, ~~investigating concerns,~~
internal investigations, use of social media, and money laundering. In accordance with good corporate governance practices, we periodically review and revise ~~as necessary~~ the Code of Business Ethics and ~~Conduct. Our~~Conduct as necessary.
The Code of Business Ethics and Conduct is posted on our website under ~~the "~~“Investors > Corporate Governance~~" caption and any~~.” Any amendments to ~~or waivers from our~~the Code of Business Ethics and Conduct or waivers of it for our directors and executive officers will be posted on our website ~~within four days of this occurrence.~~promptly to the extent required by law. Stockholders may ~~also~~ request printed copies of our Code of Business Ethics and Conduct by following the instructions located under "“Available Information and Questions and Answers About the Annual Meeting and Voting"” beginning onpage ~~84.~~104.
22   ConocoPhillips
Table of Contents
Corporate Governance Matters
Commitment to our Culture
We believe it is not just what we do. It is how we do it. How we do our work is what sets us apart and drives our performance. We run our business under a set of guiding principles that we call our SPIRIT Values – Safety, People, Integrity, Responsibility, Innovation, and Teamwork. These set the tone for how we behave with all our stakeholders, internally and externally. They are shared by everyone in our organization, distinguish us from competitors, and are a source of pride.
We know that our people are one of our greatest assets, and our reputation and integrity depend on each employee, officer, director, and those working on our behalf maintaining personal responsibility for ethical business conduct. We respect one another and have created an inclusive environment that reflects the different backgrounds, experiences, ideas, and perspectives of our employees. We recognize that a strong corporate culture is critical to our long-term success. Senior management is influential in defining and shaping our corporate culture and sets the expectations and tone for an ethical work environment. Our Board also provides valuable oversight in assessing and monitoring our corporate culture. ConocoPhillips has a longstanding commitment to ensuring respectful, fair, and non-discriminatory treatment for all employees and maintaining a workforce that is free from all forms of unlawful conduct.
Policies & Training Board Oversight Internal Resources Investigative Processes
>Code of Business Ethics and Conduct; mandatory annual attestations completed by all employees
>Equal Employment Opportunity and Affirmative Action Policies/Programs
>Workplace Harassment Prevention Training required for all employees

>Audit and Finance Committee provides oversight to Global Compliance & Ethics organization (“GC&E”)
>Five in-person Committee/Board meetings throughout the year
>Compliance program activity, key metrics and aggregate investigative updates shared with the Audit and Finance Committee
>Multiple avenues to seek guidance or report workplace ethical concerns
>Ethics Helpline, accessible by phone or online
>Employees can also report to Supervisor, Human Resources representatives, or directly to GC&E
>Fair and confidential investigative processes conducted by an independent investigator
>Anonymous reporting always available, zero tolerance for retaliation
>GC&E reviews all investigation summaries and recommendations to ensure global consistency
Human Capital Management
Our employees execute the components of our differential strategy. Their focus on accountability and performance enables us to safely find and deliver energy to the world. Effectively engaging, developing, retaining, and rewarding our more than 10,000 employees is a priority for the Board, which provides oversight to elements of our human capital management.
COMPENSATION PROGRAMS
The Human Resources and Compensation Committee oversees many of our employee compensation programs. Our compensation programs are competitive with local markets and are generally comprised of a base pay rate, the annual Variable Cash Incentive Program, and for eligible employees, the Restricted Stock Unit Program. From the CEO to the front-line worker, every employee participates in our annual incentive program, which aligns employee compensation with ConocoPhillips’ success on critical performance metrics and also recognizes individual performance. Our Restricted Stock Unit Program is designed to attract and retain employees, reward performance, and align employee interest with stockholders by encouraging stock ownership. Compensation programs for our top executives are described beginning onpage 48.
2019 Proxy Statement   23
Table of Contents
Corporate Governance Matters
DIVERSITY AND INCLUSION
The Human Resources and Compensation Committee oversees diversity and inclusion across the entire organization. Three areas guide our actions and drive progress: (1) leadership accountability; (2) employee awareness; and (3) processes and programs. Our leaders develop local inclusion plans and meet annually to discuss progress. We actively monitor diversity on a global basis and publicly report representation of women and minorities in leadership roles. Every employee has access to resources like unconscious bias training and employee network groups. These groups raise awareness about important topics and help influence change. To sustain progress, we link our inclusion efforts to our daily activities, including education for hiring managers, ensuring internal and external candidate slates are diverse, and creating balanced interview teams to mitigate any unconscious bias. We also apply our high standards for diversity and inclusion throughout our supply chain by identifying and facilitating opportunities to utilize products and services from businesses owned by women and minorities.
TALENT DEVELOPMENT
Talent development is overseen by our Committee on Directors’ Affairs and the Human Resources and Compensation Committee. Investing in our employees maximizes our performance, so we approach talent development and succession planning with the same rigor that we apply to our business strategy. We seek to attract, develop, and retain employees through a combination of on-the-job learning, formal training, and regular feedback and mentoring. Talent Management Teams guide employee development and career progression by skills and location. Each employee participates in regular performance management discussions. ConocoPhillips has identified leadership competencies that provide a common baseline of knowledge, skills, abilities, and behaviors to support employee performance, growth, and success. All employees have access to a voluntary 360-feedback tool to provide feedback on their strengths and opportunities relative to these competencies. We recognize that supervisors play a key role in talent development, so we offer a robust supervisor development curriculum to help leaders engage and develop their employees.
HEALTH AND WELL-BEING
We work to ensure our global benefits are competitive, inclusive, and aligned with our culture. We endeavor to meet individual and family needs to help employees balance life and work priorities. Our global wellness programs include biometric screenings and fitness challenges, which have led to a decline in our employees’ global obesity metrics over a three-year period. All employees have access to our employee assistance program, and many of our locations offer custom programs to support mental well-being. We also provide flexible work schedules and competitive time-off, including parental leave policies in many locations. Retirement and savings benefit plans are intended to support employees’ financial futures and are competitive with local markets.
Compensation Work & Life    Career Benefits
Compensation Programs
Oversight by HRCC
Diversity & Inclusion
Oversight by HRCC
Talent Development
Oversight by DAC/HRCC
Health & Well-being


>Compensation programs reward and drive performance
>Annual incentive links individual and company performance
>Long-term incentives align with interest of stockholders
>Global equitable pay practices

8
>Inclusion efforts focus on leadership/metrics, education and programs/processes
>All leadership candidate lists are diverse
>Inclusion resource center; unconscious bias training
>Active employee network groups with 5,000+ members (e.g., Black Employee Network, Women’s Network)
~~ConocoPhillips~~>   ~~2016 PROXY STATEMENT~~Robust succession planning for future leaders
>Multi-year leadership development plan
>Talent Management Teams shepherd employee development
>Annual performance management process; 360 feedback
>Global contingent workforce program for contract workforce
>Competitive global benefits informed by external market practices and employee needs
>Physical and mental well-being programs
>Global biometric screenings and fitness challenges led to 10% decline in ConocoPhillips’ global obesity metrics
>Flexible work schedules and competitive time-off

External Recognition
>Human Rights Campaign’s Corporate Equality Index: Perfect score
>Forbes Best Employer for Diversity
>Texas Diversity Council’s Top 25 Companies for Diversity
>NAACP Equity Inclusion & Empowerment Index
24   ConocoPhillips
Table of Contents
Corporate Governance Matters
Executive Succession Planning and Leadership Development ~~Related Party Transactions~~
Succession planning and leadership development are top priorities for the Board and management. On an ongoing basis, the Board, with oversight by the Committee on Directors’ Affairs, plans for succession to the role of CEO and other senior management positions. The ~~Audit~~Human Resources and ~~Finance~~Compensation Committee assists in succession planning, as necessary, and reviews ~~all known transactions, arrangements~~ and ~~relationships (or series~~makes recommendations to the Board regarding people strategies and leadership development initiatives. To assist the Board, the CEO periodically reports on individual senior executives’ potential to succeed to the position of ~~similar or related transactions) in which the Company~~CEO and ~~our directors and executive officers or their immediate family members participate where the aggregate amount involved exceeds $120,000. The purpose~~provides an assessment of ~~this review is~~potential successors to ~~determine whether such related persons have a material interest in the transaction, including an indirect interest. The Company's legal staff, in consultation with the Company's finance~~other key positions.
team, is primarily responsible for making these determinations based on the facts and circumstances, and for developing and implementing processes and procedures for obtaining information about related person transactions from directors and executive officers. In 2015, there were no related party transactions in which the Company (or a subsidiary) was a participant and in which any director or executive officer (or their immediate family members) had a direct or indirect material interest.
Public Policy Engagement
Legislators and regulators govern all aspects of our industry and ~~hold the power to either facilitate or hinder~~can have considerable influence on our success. ~~ConocoPhillips'~~Accordingly, senior leadership and our Board ~~of Directors~~ encourage involvement in activities that advance ~~the Company's goals and improve the communities where we work and live.~~ConocoPhillips’ goals. As a company, we engage in activities that include direct lobbying, making contributions to candidates and political organizations from our corporate treasury and our employee political action committee, ~~or Spirit PAC,~~ and ~~membership~~participating in trade associations.
The Board’s Public Policy Committee ~~of the Board of Directors~~ has approved policies and guidelines to help
~~ensure corporate~~ ConocoPhillips maintain alignment with our SPIRIT Values and policy principles and compliance with local, state, and federal laws that govern corporate involvement in activities of a political or public policy ~~nature,~~nature. The Public Policy Committee also approves the budget for political and charitable contributions and monitors compliance with these plans. In addition, all of these activities are carefully managed by ~~the Company's~~our Government Affairs division in ~~order~~an effort to yield the best business result for ConocoPhillips and to ~~demonstrate compliance with~~satisfy the various reporting ~~rules.~~requirements. To learn more about our political contribution activity and view our disclosures related to candidates, political organizations, and trade associations, please visit“~~www.conocophillips.com/sustainable-development/our-approach/living-by-our-principles/policies~~.About Us > Sustainability Approach > Policies and Positions” at www.conocophillips.com.
2019 Proxy Statement   25
Table of Contents
Corporate Governance Matters
~~Sustainability~~
For ConocoPhillips, Sustainable Development is about conducting our business to promote economic growth, a healthy environment and vibrant communities, now and into the future. We believe that this approach will enable us to deliver long-term value and satisfaction to our stockholders and our stakeholders. Sustainable Development is fully aligned with our vision to be the E&P company of choice for all stakeholders by pioneering a new standard of excellence, and with our SPIRIT Values (Safety, People, Integrity, Responsibility, Innovation and Teamwork). ConocoPhillips has been honored for our sustainable development success. We were included in the~~Dow Jones Sustainability North America Index~~ ~~for the ninth consecutive year and~~
achieved improvement in our environmental disclosure score from the 2015 CDP Climate Change Survey. Sustainable Development governance includes direction and oversight from the Public Policy Committee of the Board of Directors and senior leadership. The Public Policy Committee oversees our position on public policy issues, including climate change, and on matters that may impact our reputation as a responsible corporate citizen, including sustainable development actions and reporting. To learn more about Sustainable Development at ConocoPhillips, please view our Sustainable Development Report by visiting~~www.conocophillips.com/susdev~~.
Board Meetings and Committees
The Board ~~of Directors~~ met ~~five~~six times in ~~2015.~~2018. Each director attended at least 75% of the aggregate ~~of:~~
•
~~The total number of meetings~~ of the Board ~~(held during the period for which he or she has been a director);~~ and

•
~~The total number of full~~ applicable committee meetings held ~~by all committees of the Board on which he or she served (during the periods that he or she served).~~
in 2018.
The Board has five standing committees: (1) the Executive Committee; (2) the Audit and Finance Committee; ~~the Executive Committee;~~(3) the Human Resources and
Compensation Committee; (4) the Committee on ~~Directors'~~Directors’ Affairs; and (5) the Public Policy Committee. The Board ~~has~~ determined that all of the members of the Audit and Finance Committee, the Human Resources and Compensation Committee, the Committee on ~~Directors'~~Directors’ Affairs, and the Public Policy Committee are ~~"independent"~~independent directors within the meaning of ~~the SEC's~~SEC regulations, the listing standards of the NYSE, and ~~the Company's~~ConocoPhillips’ Corporate Governance Guidelines. Each committee, other than the Executive Committee, conducts ~~a self-evaluation of its performance on~~ an annual ~~basis~~self-evaluation as described under "“Board and Committee Evaluations” on~~" on~~ page 7.21. The charters for our ~~Audit~~standing committees can be found on ConocoPhillips’ website atwww.conocophillips.comunder“Investors > Corporate Governance > Committees.” Stockholders may request printed copies of these charters by following the instructions under“Available Information and ~~Finance Committee, Executive Committee, Human Resources~~Questions and ~~Compensation~~Answers About the Annual Meeting and Voting” beginning onpage 104.

The committee memberships effective as of May 13, 2019 and respective primary responsibilities of each committee, as well as the number of meetings each committee held in 2018, are shown below.
        Executive

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~    9

~~Table of Contents~~

~~Board Meetings and Committees continued~~
~~Committee, Committee on Directors' Affairs and Public Policy Committee can be found on ConocoPhillips' website at~~~~www.conocophillips.com~~ ~~under the "~~~~Corporate Governance~~~~" caption.~~
~~Stockholders may also request printed copies of our Board committee charters by following the instructions located under "~~~~Available Information~~~~" on page 84.~~
~~The current membership and primary responsibilities of the committees are summarized below:~~
2018 meetings|1 Primary responsibilities

~~Committee~~

~~Primary Responsibilities~~

~~Number of~~
~~Meetings~~
~~in 2015~~

~~Audit and Finance~~Ryan M. Lance

|

James E. Copeland, Jr.*Chair
Charles E. Bunch
John V. Faraci
Jody Freeman
Robert A. Niblock
>Exercises the authority of the full Board between Board meetings on all matters other than: (1) those matters expressly delegated to another committee of the Board; (2) the adoption, amendment, or repeal of any of our By-Laws; and (3) matters that cannot be delegated to a committee under statute or our Certificate of Incorporation or By-Laws.

Audit and Finance
2018 meetings|10 Primary responsibilities
John V. Faraci |Chair
Gay Huey Evans
~~Arjun N. Murti~~Jeffrey A. Joerres
William H. McRaven
Sharmila Mulligan

•>
Discusses with management, the independent auditors, and the internal auditors the integrity of ~~the Company's~~ConocoPhillips’ accounting policies, internal controls, financial statements, financial reporting practices, and select financial matters, ~~covering the Company's~~including our capital structure, complex financial transactions, financial risk management, retirement plans, and tax planning.
•
>Monitors the qualifications, independence, and performance of our independent auditors and the qualifications and performance of our internal auditors.
>Monitors our compliance with legal and regulatory requirements and corporate governance, including our Code of Business Ethics and Conduct.
>Maintains open and direct lines of communication with the Board and our management, internal auditors, independent auditors, and the global compliance and ethics organization.
>Assists the Board in fulfilling its oversight of enterprise risk management, particularly with regard to: (1) market-based risks; (2) financial reporting; (3) effectiveness of compliance programs, information systems, and cybersecurity; (4) commercial trading; and (5) procurement.
>Reviews, and coordinates the review by other committees of, significant corporate risk exposures and steps management has taken to monitor, control, and report such exposures.
•
~~Monitors the qualifications, independence and performance of our independent auditors and the qualifications and performance of our internal auditors.~~
•
~~Monitors our compliance with legal and regulatory requirements and corporate governance, including our Code of Business Ethics and Conduct.~~
•
~~Maintains open and direct lines of communication with the Board and our management, internal auditors, independent auditors and the global compliance and ethics organization.~~
•
Assists the Board in fulfilling its oversight of enterprise risk management, particularly with regard to market based risks, financial reporting, effectiveness of the Company's compliance programs, information systems and cybersecurity, commercial trading and procurement.

10

26   ConocoPhillips
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Corporate Governance Matters

~~Executive~~

Human Resources and Compensation
Ryan M. Lance*
~~Richard H. Auchinleck~~
~~James E. Copeland, Jr.~~
~~Robert A. Niblock~~
~~Harald J. Norvik~~

•
Exercises the authority of the full Board between Board meetings on all matters other than (1) those matters expressly delegated to another committee of the Board, (2) the adoption, amendment or repeal of any of our By-Laws and (3) matters which cannot be delegated to a committee under statute or our Certificate of Incorporation or By-Laws.

1


2018 meetings~~Human Resources~~
  ~~and Compensation~~|8

Primary responsibilities
Charles E. Bunch|Chair
John V. Faraci
William H. McRaven
Sharmila Mulligan
Arjun N. Murti
Robert A. Niblock*
~~Richard H. Auchinleck~~
~~Jody Freeman~~
~~Harald J. Norvik~~

•>
Oversees our executive compensation policies, plans, programs, and practices and reviews ~~the Company's~~our retention strategies.
•
>Assists the Board in discharging its responsibilities relating to the fair and competitive compensation of our executives and other key employees.
•
~~Annually~~>Together with the Lead Director, annually reviews the performance ~~(together with the Lead Director) and sets the compensation~~ of the CEO.
•
>Annually reviews and determines compensation for the CEO and our Senior Officers.
>Reviews and makes recommendations to the Board regarding people strategies and initiatives, such as leadership development and cultural and diversity management.
>Assists the Board in fulfilling its oversight of enterprise risk management, particularly risks in connection with ~~the Company's~~ compensation programs and practices and retention strategies.

8

~~Directors'~~Directors’ Affairs
2018 meetings

|5
Primary responsibilities

Richard H. Auchinleck*
~~Richard L. Armitage~~
Robert A. Niblock|Chair
Charles E. Bunch
C. Maury Devine
Jody Freeman
Jeffrey A. Joerres

•>
Selects and recommends director candidates ~~to the Board~~ to be submitted for election at the Annual Meeting and to fill any vacancies on the Board.
•
>Recommends committee assignments to the Board.
•
>Reviews and recommends to the Board compensation and benefits policies for non-employee directors.
•
>Monitors the orientation and continuing education programs for directors.
•
>Conducts an annual assessment of the qualifications and performance of the Board and each of the directors.
•
>Reviews and reports to the Board annually on ~~succession planning~~the succession-planning process for the CEO and senior management.
•
>Assists the Board in fulfilling its oversight of enterprise risk management, particularly risks in connection with ~~the Company's~~ governance policies and procedures.

6

Public Policy
2018 meetings

|5
Primary responsibilities
Jody Freeman|Chair
C. Maury Devine
Gay Huey Evans
Arjun N. Murti
Robert A. Niblock
Harald J. Norvik*
~~Richard L. Armitage~~
~~Jody Freeman~~

•>
Advises the Board on current and emerging domestic and international public policy issues.
•
>Assists the Board in ~~the development~~developing and ~~review of~~reviewing policies and budgets for charitable and political contributions.
•
>Reviews and makes recommendations to the Board on, and monitors ~~the Company's~~ compliance with, ~~its~~ policies, programs, and practices with regard to ~~among other things,~~ health, safety, ~~and~~ environmental protection, government relations, and ~~government relations.~~similar matters.
•
>Assists the Board in fulfilling its oversight of enterprise risk management, particularly risks in connection with social, political, safety, and environmental, operational integrity, and public policy aspects of ~~the Company's~~our business and the communities ~~in which it operates.~~

5where we operate.
*
~~Committee Chairperson~~

10 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~
2019 Proxy Statement   27

Table of Contents

~~Nominating Processes of the Committee on Directors' Affairs~~
~~The Committee on Directors' Affairs comprises three non-employee directors, all of whom are independent under NYSE listing standards and our~~ Corporate Governance Guidelines. The Committee on Directors' Affairs identifies, investigates and recommends director candidates to the Board with the goal of creating balance of knowledge, experience and diversity. Generally, the Committee on Directors' Affairs identifies candidates through business and organizational contacts of the directors and management and often through third-party search firms. The Committee on Directors' Affairs will also consider director candidates recommended by stockholders. If a stockholder wishes to recommend a candidate for nomination by the Committee on Directors' Affairs, he or she should follow the same procedures described on page 84 for nominations to be made
directly by the stockholder. In addition, the stockholder should provide such other information as it may deem relevant for the Committee on Directors' Affairs' evaluation. Candidates recommended by the Company's stockholders are evaluated on the same basis as candidates recommended by the Company's directors, CEO, other executive officers, third-party search firms or other sources.Matters
The Committee on Directors' Affairs regularly evaluates the size and composition of the Board and continually assesses whether the composition appropriately relates to the Company's strategic needs, which change as our business environment evolves. See "~~Board Refreshment and Succession~~~~" on page v.~~
~~All Directors should have the following attributes:~~
•
~~the highest professional and personal ethics and values, consistent with our SPIRIT Values and our Code of Business Ethics and Conduct, both of which are available on ConocoPhillips' website at~~~~www.conocophillips.com~~;

•
~~a commitment to building stockholder value;~~

•
~~business acumen and broad experience and expertise in one or more of the areas of particular consideration indicated below;~~

•
~~the ability to provide insights and practical wisdom based on the individual's skills and experience;~~

•
sufficient time and effort to effectively carry out duties as a director (directors should advise the Chairman of the Board and the Chair of the Committee on Directors' Affairs in advance of accepting an invitation to serve on another public company board); and

•
~~independence (at least a substantial majority of the Board must consist of independent directors, as defined by the listing standards of the New York Stock Exchange).~~
~~When conducting its review of the appropriate skills and qualifications desired of directors, the Committee on Directors' Affairs particularly considers:~~
•
~~leadership experience as a chief executive officer or senior officer;~~

•
~~expertise in finance and financial reporting processes;~~

•
~~leadership experience as an executive or director, or experience in other capacities, in the energy industry;~~

•
~~experience in global business or international affairs;~~

•
~~extensive knowledge of governmental, regulatory, legal, or public policy issues;~~

•
~~diversity of age, skills, gender and ethnicity; and~~

•
such other factors as the Committee on Directors' Affairs deems appropriate given the current needs of the Board and the Company, to maintain a balance of skills, experience, knowledge and independence.
~~Our Board of Directors currently has 11 members, 10 of whom are independent. Each of the director nominees is a current director.~~

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 11

~~Table of Contents~~
Non-Employee Director Compensation
~~The primary elements of our~~Our non-employee director compensation program ~~consist~~consists primarily of an equity component and a cash component.
OBJECTIVES AND PRINCIPLES
~~Objectives and Principles~~
~~Compensation for directors is reviewed annually by the Committee on Directors' Affairs and set upon approval of the Board of Directors.~~ The ~~Board's~~Board’s goal in designing ~~directors'~~director compensation is to provide a competitive package that will enable itus to attract and retain highly-skilled individuals with relevant experience ~~and that~~to oversee ConocoPhillips’ strategic direction. Our compensation program also reflects the time and talent required to serve on the board of a complex, multinational corporation. The Board seeks to provide sufficient flexibility in the form of ~~delivery~~compensation to meet ~~the~~directors’ varying needs ~~of different individuals~~ while
ensuring that a substantial portion of ~~directors'~~ compensation is linked to the long-term success of ConocoPhillips.
Compensation for non-employee directors is reviewed annually by the Committee on Directors’ Affairs and set upon approval by the Board. Compensation for non-employee directors has remained unchanged since 2013. At that time, the Board approved the current levels of compensation after a recommendation from the Committee on Directors’ Affairs, which had undertaken a review with an independent compensation consultant.
In ~~furtherance~~2016, 2017, and 2018, the Committee on Directors’ Affairs met with a second independent compensation consultant to review the non-employee director compensation program and to determine whether to recommend any changes to that program. These reviews included comparisons of ~~ConocoPhillips' commitment to be a socially responsible member~~director compensation levels with, and examined trends in director compensation at, the prior compensation peer group and theFortune50 – 150 companies. See “Process for Determining Executive Compensation — Peers and Benchmarking” beginning onpage 60. In connection with these reviews, the consultant noted that our director compensation program was within the limits set out in the stockholder-approved 2014 Omnibus Stock and Performance Incentive Plan under which director awards are made. All three years, the Board agreed with the recommendation of the ~~communities~~Committee on Directors’ Affairs that no change in which it participates, the Board believes that it is appropriate to extend ConocoPhillips' matching gift program to charitable contributions made by individual directors as more fully described under "~~Directors' Matching Gift Program~~~~" on page 13.~~director compensation was warranted.
~~Equity Compensation~~
EQUITY COMPENSATION
Non-employee directors receive an annual grant of restricted stock units with an aggregate value of $220,000 on the date of grant. The restricted stock units are fully vested at grant and are credited with dividend equivalents in the form of additional restricted stock units, but ~~contain restrictions on transfer under their terms and conditions.~~ they cannot be sold or otherwise transferred.
Prior to ~~the~~each annual grant, ~~each~~a director may elect the schedule on which the restrictions will lapse. When restrictions lapse, ~~and~~a director will receive unrestricted ~~Company~~shares of ConocoPhillips stock ~~is to be distributed, provided that~~in exchange for his or her restricted stock units. Regardless of the schedule a director elects, all restrictions on ~~the~~a director’s restricted stock units ~~issued to a non-employee director~~ will lapse in the event of the director’s retirement, disability, or death, or upon a change in control of ~~control,~~ConocoPhillips, unless the director has elected to defer receipt of the shares until a later date. Directors forfeit the units if, before restrictions lapse (and prior to ~~the lapse of restrictions,~~any change in control), the Board finds sufficient cause for ~~forfeiture (although no such finding can be made after a change of control). Before the restrictions lapse, directors cannot sell or otherwise transfer the units, but the~~
units are credited with dividend equivalents in the form of additional restricted stock units. When restrictions lapse, directors will receive unrestricted shares of Company stock as settlement of the restricted stock units.forfeiture.
Restricted stock units granted to directors who are not residents of the United States may have modified terms ~~to comply~~in accordance with applicable laws and tax ~~rules that apply to them.~~rules. Thus, the restricted stock units granted to ~~Messrs.~~Mr. Auchinleck, who served as a director until his retirement in May 2018, and Mr. Norvik, who is expected to serve as a director until his retirement effective May 14, 2019, have slightly ~~modified~~different terms responsive to the tax laws of their home countries (Canada and Norway, respectively),; the most ~~important~~notable difference ~~being~~is that the restrictions lapse only in the event of retirement, death, or loss of ~~office,~~position, including upon a change in control.
~~Cash Compensation~~
CASH COMPENSATION
In ~~2015,~~2018, each non-employee director received $115,000 annual cash ~~compensation. Non-employee directors serving in certain specified committee positions also received~~compensation, as well as the following additional cash ~~compensation:~~compensation based upon their respective committee assignments:
> Lead Director—$35,000
> Chair of the Audit and Finance Committee—$25,000
> Chair of the Human Resources and Compensation Committee—$20,000
> Chair of any other committee—$10,000
> All other Audit and Finance Committee members—$10,000
> All other Human Resources and Compensation Committee members—$7,500
> All other committee members—$5,000
28   ConocoPhillips
•
~~Lead Director—$35,000~~

•
~~Chair~~Table of ~~the Audit and Finance Committee—$25,000~~Contents
Corporate Governance Matters

•
~~Chair of the Human Resources and Compensation Committee—$20,000~~

•
~~Chair of any other committee—$10,000~~

•
~~All other Audit and Finance Committee members—$10,000~~

•
~~All other Human Resources and Compensation Committee members—$7,500~~

•
~~All other committee members—$5,000~~
~~The total annual~~This cash compensation is payable in monthly installments. ~~Directors~~Each director may elect, on an annual basis, to receive all or
part of ~~their~~his or her cash compensation in unrestricted stock or in restricted stock units ~~(such~~or to have the amount credited to a deferred compensation account. Any such unrestricted stock or restricted stock units ~~are~~will be issued on the last business day of ~~the~~each month and valued using the average of the high and the low market prices of ConocoPhillips common stock on such ~~date), or to have the amount credited to the director's deferred compensation account.~~date. The restricted stock units issued in lieu of cash compensation are subject to the same restrictions as the annual restricted stock units ~~granted since 2005 and~~ described under "“Equity Compensation~~" above. Due to differences in the tax laws of other countries, the~~” onpage 28.
The Board ~~at its July 1, 2003 meeting,~~has approved ~~modification~~modifications of the compensation for directors who are taxed under the laws of other countries. ~~Effective in 2004,~~ Canadian directors ~~(currently, Mr. Auchinleck) are able to~~(Mr. Auchinleck, who served as a director until his retirement in May 2018) may elect to receive cash compensation either in cash or in restricted stock ~~units and~~units; Norwegian directors (currently, Mr. ~~Norvik)~~Norvik, who is expected to serve as a director until his retirement effective May 14, 2019) receive compensation that would otherwise have been received as cash only as restricted stock units. Restricted stock units issued to Canadian and Norwegian directors ~~described herein~~ are subject to the same restrictions as the annual restricted stock unit grants described under "“Equity Compensation~~" above.~~” onpage 28.
DEFERRAL OF COMPENSATION

12 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

~~Table of Contents~~

~~Deferral of Compensation~~
Directors can elect to defer their cash compensation into the Deferred Compensation ~~Program~~Plan for Non-Employee Directors of ConocoPhillips ("(“Director Deferral ~~Plan"~~Plan”). Deferred amounts are deemed to be invested in various mutual funds and similar investment choices, ~~(including~~
including ConocoPhillips common ~~stock)~~stock, selected by the director from a ~~list of investment choices available under the Director Deferral Plan.~~prescribed list. Mr. Auchinleck (from Canada) and Mr. Norvik (from Norway) domay not ~~have the opportunity to~~ defer cash ~~compensation in this manner.~~compensation.
~~Directors' Matching Gift Program~~
MATCHING GIFT PROGRAM
All active and retired directors are eligible to participate in the ~~Directors'~~ConocoPhillips Matching Gift Program. ~~Prior to June 1, 2015, this~~This program ~~provided~~provides a dollar-for-dollar match of a gift of cash or securities up(up to a maximum of ~~$15,000~~$10,000 annually per donor for active directors and ~~$7,500~~$5,000 annually per donor for retired ~~directors during any one calendar year,~~directors) to tax-exempt charities and educational institutions, excluding religious, political, fraternal, or athletic ~~organizations, that are tax-exempt under Section 501(c)(3) of~~organizations. The Board believes the ~~Internal Revenue Code of the United States or meet similar~~
~~requirements under the applicable law of other countries. Effective June 1, 2015, the Company amended the program~~Matching Gift Program is consistent with ConocoPhillips’ commitment to reduce the maximum per donor amounts for active directors to $10,000 per year and for retired directors to $5,000 per year for gifts made after that date. Amounts representing the company matching gifts are contained in thesocial responsibility.
OTHER COMPENSATION~~All Other Compensation~~ ~~column of the~~~~Non-Employee Director Compensation Table~~.
~~Other Compensation~~
~~The Company provides~~We provide transportation or ~~reimburses a director for~~reimburse the cost of transportation when a director travels on ~~Company~~ConocoPhillips business, including to attend meetings of the Board or a committee. Spouses and other guests of directors ~~and executive officers~~ occasionally attend certain meetings at the ~~encouragement~~request of the Board. The Board believes ~~that~~ this creates a collegial environment that enhances the effectiveness of the Board. ~~Given the commodity price environment in 2015, the only such event was a retirement presentation that was attended by the spouse of a retiring director.~~ If spouses or other guests are invited to attend meetings, ~~the Company~~
ConocoPhillips reimburses directors for the ~~out of pocket~~out-of-pocket cost of the ~~spousal or other guest~~additional travel and related incidental expenses. ~~The Company's~~Any such reimbursement ~~of the cost of such attendance~~ is treated by the Internal Revenue Service as taxable income ~~and as such is taxable~~ to the ~~recipient. In May 2014, the Committee on Directors' Affairs eliminated~~applicable director. Directors do not receive gross-ups to ~~directors of~~compensate for the resulting income ~~taxes on any spousal or other guest expenses arising when a spouse or other guest accompanies a~~taxes.
STOCK OWNERSHIP
Each director ~~to a meeting. Amounts representing reportable reimbursements are contained in the~~~~All Other Compensation~~ ~~column of the~~~~Non-Employee Director Compensation Table~~.
~~Stock Ownership~~
~~Directors are~~is expected to own ~~Company~~ConocoPhillips stock in the amount of the aggregate annual equity grants received during ~~their~~his or her first five years on the Board. Directors are expected to reach this level of target ownership within five years of joining the Board. Actual shares of stock, restricted
stock, or restricted stock units, including deferred stock units, may be counted in satisfying the stock ownership guidelines. The holdings of each of our directors currently meet or exceed ~~the~~these guidelines.
2019 Proxy Statement   29

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 13

Table of Contents
Corporate Governance Matters
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
~~Non-Employee Director Compensation continued~~
Name     Fees
Earned or
Paid in
Cash⁽¹⁾     Stock
Awards⁽²⁾⁽³⁾     Option
Awards     Non-Equity
Incentive Plan
Compensation     Change in
Pension
Value and
Nonqualified
Deferred
Compensation
on Earnings     All Other
Compensation⁽⁴⁾     Total
R.L. Armitage (retired)⁽⁵⁾ $ 52,083    $ 220,008 $— $— $—          $ 7,100 $ 279,191
R.H. Auchinleck (retired)⁽⁶⁾ 69,927 220,008 — — — 19,328 309,263
C.E. Bunch 128,958 220,008 — — — 10,000 358,966
C.M. Devine 130,000 220,008 — — — 10,000 360,008
J.V. Faraci 147,771 220,008 — — — 10,000 377,779
J. Freeman 128,333 220,008 — — — — 348,341
G. Huey Evans 130,000 220,008 — — — — 350,008
J.A. Joerres 65,174 — — — — — 65,174
W.H. McRaven 33,125 — — — — — 33,125
S. Mulligan 131,667 220,008 — — — — 351,675
A.N. Murti 130,000 220,008 — — — — 350,008
R.A. Niblock 140,455 220,008 — — — 10,000 370,463
H.J. Norvik 156,155 220,008 — — — — 376,163
⁽¹⁾ Reflects 2018 annual cash compensation of $115,000 payable to each non-employee director. In 2018, non-employee directors serving in specified committee positions also received the following additional cash compensation:
>
~~Non-Employee Director~~Lead Director—$35,000
>
Chair of the Audit and Finance Committee—$25,000
>
Chair of the Human Resources and Compensation ~~Table~~Committee—$20,000
>
Chair of any other committee—$10,000
>
All other Audit and Finance Committee members—$10,000
>
All other Human Resources and Compensation Committee members—$7,500
>
All other committee members—$5,000

Name
Fees Earned or
Paid in Cash
(1) Stock Awards (2)(3) Option
Awards Non-Equity
Incentive Plan
Compensation Change in Pension
Value and Nonqualified
Deferred Compensation
on Earnings All Other
Compensation
(4) Total
R.L. Armitage
$ 125,000 $ 220,002 $ – $ – $ – $ 7,500 $ 352,502
R.H. Auchinleck
167,786 220,002 – – – – 387,788
C.E. Bunch
125,000 220,002 – – – 10,000 355,002
J.E. Copeland, Jr.
140,000 220,002 – – – 10,000 370,002
J.V. Faraci
125,000 220,002 – – – – 345,002
J. Freeman
127,500 220,002 – – – 4,500 352,002
G. Huey Evans
125,000 220,002 – – – 10,000 355,002
A.N. Murti
125,334 220,002 – – – – 345,336
R.A. Niblock
140,233 220,002 – – – 25,000 385,235
H.J. Norvik
132,851 220,002 – – – – 352,853
W.E. Wade, Jr. (retired)(5)
53,125 220,002 – – – 20,573 293,700
~~(1)~~
Reflects 2015 annual cash compensation of $115,000 payable to each non-employee director. In 2015, non-employee directors serving in specified committee positions also received the following additional cash compensation:

~~Lead Director—$35,000~~

~~Chair of the Audit and Finance Committee—$25,000~~

~~Chair of the Human Resources and Compensation Committee—$20,000~~

~~Chair of any other committee—$10,000~~

~~All other Audit and Finance Committee members—$10,000~~

~~All other Human Resources and Compensation Committee members—$7,500~~

~~All other committee members—$5,000~~

Amounts shown include prorated amounts attributable to committee reassignments, which may occur during the year. Amounts shown in the Fees Earned or Paid in Cash column include any amounts that were voluntarily deferred to the Director Deferral Plan, received in ConocoPhillips common stock, or received in restricted stock units. Messrs. Auchinleck, Niblock and Norvik received 100% of their cash compensation in restricted stock units in 2015 with an aggregate grant date fair value as shown in the table. Mr. Murti received his first month's cash compensation in cash and subsequent month's cash compensation in restricted stock units. All other directors received their cash compensation in cash or deferred such amounts into the Director Deferral Plan. Mr. Wade retired from the Board after the Annual Meeting of Stockholders on May 12, 2015.

~~(2)~~
Amounts represent the aggregate grant date fair value of stock awards granted under our non-employee director compensation program. On January 15, 2015, each non-employee director received a 2015 annual grant of restricted stock units with an aggregate value of $220,000 on the date of grant based on the average of the high and low price for our common stock, as reported on the NYSE on the grant date. These grants are made in whole shares with fractional share amounts rounded up, resulting in a grant of shares with a value of $220,002 to each person who was a director on January 15, 2015.

~~(3)~~
~~The following table reflects, for each director, the aggregate number of stock awards outstanding as of December 31, 2015:~~
Amounts shown include prorated amounts attributable to committee reassignments, which may occur during the year. Amounts shown in theFees Earned or Paid in Cashcolumn include any amounts that were voluntarily deferred to the Director Deferral Plan, received in ConocoPhillips common stock, or received in restricted stock units. Messrs. Auchinleck, Faraci, Joerres, Niblock, and Norvik received 100% of their cash compensation in restricted stock units in 2018, with an aggregate grant date fair value as shown in the table. All other directors received their cash compensation in cash or deferred such amounts into the Director Deferral Plan.
⁽²⁾ Amounts represent the aggregate grant date fair value of stock awards granted under our non-employee director compensation program. On January 16, 2018, each non-employee director received a 2018 annual grant of restricted stock units with an aggregate value of $220,000 based on the average of the high and low price for our common stock, as reported on the NYSE, on the grant date. These grants are made in whole shares, with fractional share amounts rounded up, resulting in a grant of shares with a value of $220,008 to each person who was a director on January 16, 2018.
⁽³⁾ The following table reflects, for each director, the aggregate number of stock awards outstanding as of December 31, 2018:
Name
Number of
Deferred Shares
or Units of Stock
~~R.L. Armitage~~
~~28,021~~
R.L. Armitage (retired)
—
R.H. Auchinleck (retired)
~~96,899~~ —
C.E. Bunch
~~3,699~~ 18,212
~~J.E. Copeland, Jr.~~C.M. Devine
~~47,130~~ 3,763
J.V. Faraci
~~3,699~~ 23,565
J. Freeman
~~10,536~~ 21,740
G. Huey Evans
~~7,228~~ 21,976
J.A. Joerres
932
W.H. McRaven —
S. Mulligan 3,763
A.N. Murti
~~5,809~~ 26,302
R.A. Niblock
~~25,619~~ 50,206
H.J. Norvik
~~51,209~~
~~W.E. Wade, Jr. (retired)(5)~~
~~32,795~~ 77,371
30   ConocoPhillips

14 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

Table of Contents

Corporate Governance Matters
The following table lists delivery of director stock awards in ~~2015:~~2018:
Name       Number of Shares
Acquired on
Award Delivery       Value Realized
Upon Award
Delivery
R.L. Armitage (retired) 44,152         $ 2,910,575
R.H. Auchinleck (retired) 125,929 8,560,474
C.E. Bunch — —
C.M. Devine — —
J.V. Faraci — —
J. Freeman 3,716 242,255
G. Huey Evans — —
J.A. Joerres — —
W.H. McRaven — —
S. Mulligan — —
A.N. Murti — —
R.A. Niblock — —
H.J. Norvik — —
⁽⁴⁾ The following table reflects, for each director, the items contained inAll Other Compensation. None of the directors, other than Mr. Auchinleck as described below, had aggregate personal benefits or perquisites of $10,000 or more in value.
Name       Tax
Reimbursement
Gross-Up^(a)       Retirement Gift
Presentation^(b)       Matching Gift
Amounts^(c)       Total
R.L. Armitage (retired)                   $ —              $ —            $ 7,100 $ 7,100
R.H. Auchinleck (retired) 7,497 11,831 — 19,328
C.E. Bunch — — 10,000 10,000
C.M. Devine — — 10,000 10,000
J.V. Faraci — — 10,000 10,000
J. Freeman — — — —
G. Huey Evans — — — —
J.A. Joerres — — — —
W.H. McRaven — — — —
S. Mulligan — — — —
A.N. Murti — — — —
R.A. Niblock — — 10,000 10,000
H.J. Norvik — — — —
(a) The amounts shown are for payments by ConocoPhillips relating to certain taxes incurred by the director for imputed income. These occurred when a retirement presentation was made to Mr. Auchinleck upon his retirement from the Board. ConocoPhillips has a practice of making gift presentations to its retiring directors, especially those of long service. The fair value of the retirement presentation was imputed to Mr. Auchinleck’s income. In such circumstances, if a director is imputed income in accordance with applicable tax laws, ConocoPhillips generally will reimburse the director for the resulting increased tax costs. All such tax reimbursements have been included above, regardless of whether the corresponding perquisite or personal benefit is required to be reported pursuant to SEC rules and regulations.
(b) The amounts shown are the fair value for a retirement presentation and costs for Mr. Auchinleck’s spouse to travel to attend his retirement event. ConocoPhillips has a practice of making gift presentations to its retiring directors, especially those of long service.
(c) ConocoPhillips maintains a Matching Gift Program under which we match certain gifts by directors to charities and educational institutions, excluding religious, political, fraternal, or athletic organizations, that are tax-exempt under Section 501(c)(3) of the Internal Revenue Code of the United States or meet similar requirements under the applicable law of other countries. For active directors, the program matches up to $10,000 in each program year. Administration of the program can cause us to pay more than $10,000 in a single fiscal year due to a lag in processing claims. The amounts shown are for the actual payments by ConocoPhillips in 2018. Mr. Lance is eligible for the Matching Gift Program as an executive rather than as a director. Information on the value of matching gifts for Mr. Lance is provided in theSummary Compensation Table onpage 79 and the notes to that table.
(5) Mr. Armitage retired from the Board effective May 15, 2018. The amounts in the table above include his prorated compensation reflecting the portion of 2018 that he served as a director.
(6) Mr. Auchinleck retired from the Board effective May 15, 2018. The amounts in the table above include his prorated compensation reflecting the portion of 2018 that he served as a director.
2019 Proxy Statement   31
Table of Contents

Stock Awards
Name
Number of Shares
Acquired on Award
Delivery
Value Realized
Upon Award Delivery

R.L. Armitage
– $ –
R.H. Auchinleck
– –
C.E. Bunch
– –
J.E. Copeland, Jr.
– –
J.V. Faraci
– –
J. Freeman
– –
G. Huey Evans
– –
A.N. Murti
– –
R.A. Niblock
– –
H.J. Norvik
– –
W.E. Wade, Jr. (retired)(a)
2,163 111,571
~~(a)~~
~~Mr. Wade received restricted stock unit awards for his service as a director~~Item 1: Election of ~~ConocoPhillips from 2006-2015. As permitted by the terms~~Directors and ~~conditions of the awards, Mr. Wade elected to receive distributions in the form of unrestricted shares in annual installments, with the first installment paid six months after his retirement.~~Director Biographies
What am I Voting On?
You are voting on a proposal to elect the 11 nominees named in this Proxy Statement to one-year terms as ConocoPhillips directors.
WHAT IS THE MAKEUP OF THE BOARD OF DIRECTORS AND HOW OFTEN ARE THE MEMBERS ELECTED?
Our Board currently has 12 members. The size of the Board is expected to be reduced to 11 members when Mr. Norvik retires at the Annual Meeting. Directors are elected at the annual stockholder meeting each year. Any vacancy on the Board created between annual stockholder meetings (if, for example, a current director resigns or the size of the Board is increased) may be filled by a majority vote of the remaining directors then in office. Any director appointed to fill a vacancy would hold office until the next election.
Under our Corporate Governance Guidelines, directors generally may not stand for re-election after they reach the age of 72.
WHAT IF A NOMINEE IS UNABLE OR UNWILLING TO SERVE?
All director nominees have consented to serve. However, should a director become unable or unwilling to serve before the date of the Annual Meeting and the Board does not elect to reduce the size of the Board, shares represented by proxies may be voted for a substitute nominated by the Board.
HOW ARE DIRECTORS COMPENSATED?
Please see our discussion of non-employee director compensation beginning onpage 28.
HOW ARE NOMINEES SELECTED?
The Committee on Directors’ Affairs regularly evaluates the size and composition of the Board and continually assesses whether the composition appropriately relates to ConocoPhillips’ strategic needs, which change as the business environment evolves. We seek director candidates who possess the highest personal and professional ethics, integrity, and values and who are committed to representing the long-term interests of all ConocoPhillips’ stakeholders.
The chart below shows our process for identifying and integrating new directors.
~~(4)~~
~~The following table reflects, for each director, the items contained in All Other Compensation. None of the directors had aggregate personal benefits or perquisites exceeding $10,000 in value.~~

Name
Tax
Reimbursement
Gross-Up

(a) Matching Gift
Amounts
(b) Total
R.L. Armitage
$ – $ 7,500 $ 7,500
R.H. Auchinleck
– – –
C.E. Bunch
– 10,000 10,000
J.E. Copeland, Jr.
– 10,000 10,000
J.V. Faraci
– – –
J. Freeman
– 4,500 4,500
G. Huey Evans
– 10,000 10,000
A.N. Murti
– – –
R.A. Niblock
– 25,000 25,000
H.J. Norvik
– – –
W.E. Wade, Jr. (retired)(5)
5,573 15,000 20,573
~~(a)~~
The amounts shown are for payments by the Company relating to certain taxes incurred by the director for imputed income. These occurred when a retirement presentation was made to Mr. Wade, upon his retirement from the Board. The Company has a practice of making gift presentations to its retiring directors, especially those of long service. The fair value of the retirement presentation was $8,500, and this amount was imputed to Mr. Wade's income. In such circumstances, if the director is imputed income in accordance with the applicable tax laws, the Company will generally reimburse the director for the increased tax costs. All such tax reimbursements have been included above, regardless of whether the corresponding perquisite or personal benefit is required to be reported pursuant to SEC rules and regulations.

~~(b)~~
The Company maintains a Matching Gift Program under which we match certain gifts by directors to charities and educational institutions, excluding religious, political, fraternal, or athletic organizations, that are tax-exempt under Section 501(c)(3) of the Internal Revenue Code of the United States or meet similar requirements under the applicable law of other countries. For directors, the program matches up to $10,000 in each program year, effective June 1, 2015 (gifts made earlier in the year could be matched up to $15,000 under the terms of the program prior to its amendment). Administration of the program can cause more than the limit to be paid in a single fiscal year of the Company, due to processing claims from more than one program year in that single fiscal year. The amounts shown are for the actual payments by the Company in 2015. Mr. Lance is eligible for the program as an executive of the Company, rather than as a director. Information on the value of matching gifts for Mr. Lance is provided on the Summary Compensation Table on page 60 and the notes to that table.
~~(5)~~
~~Mr. Wade retired from the~~How We Select New Board ~~effective May 12, 2015. The amounts in the tables above include his prorated compensation reflecting the portion of 2015 in which he served as a director.~~Members

Candidates suggested by:
>independent directors
>stockholders
>outside search firms
>management
Pool of candidates vetted based on:
>qualifications
>integrity, ethics, and judgment
>diversity
>independence
>potential conflicts
>mix of skills already on Board

Committee on Directors’ Affairs interviews promising candidates and recommends nominees to the full Board

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 15

9

New directors since the 2012 spinoff of Phillips 66

New directors undergo orientation and training
Board nominates candidates for election at next annual meeting or elects new members to serve until stockholders vote at next annual meeting
32   ConocoPhillips
Table of Contents

~~Item 1 on the Proxy Card~~
Item 1: Election of Directors and Director Biographies
~~What am I voting on?~~
~~You are voting on a proposal to elect the 11 nominees named in this Proxy Statement to a one-year term as directors of the Company.~~
~~What is the makeup of the Board of Directors and how often are the members elected?~~
Our ~~Board of Directors currently has 11 members.~~
Directors are elected at the Annual Meeting of Stockholders every year. Any director vacancies created between annual stockholder meetings (such as by a current director's death, resignation or removal for cause or an increase in the number of directors) may be filled by a majority vote of the remaining directors then in office. Any director appointed in this manner would hold office until the next election. If a vacancy results from an action of our stockholders, only our stockholders would be entitled to elect a successor. Under the Company's Corporate Governance Guidelines acontain director ~~does not, as a general matter, stand for re-election after his or her 72nd birthday.~~
~~What if a nominee is unable or unwilling to serve?~~
~~This is not expected to occur, as all director nominees have previously consented to serve. However, should a director become unable or unwilling to serve and~~independence standards consistent with the ~~Board does not elect to reduce the size of the Board, shares represented by proxies may be voted for a substitute nominated by the Board of Directors.~~
~~How are directors compensated?~~
~~Please see our discussion of director compensation beginning on page 12.~~
~~What criteria were considered by the Committee on Directors' Affairs in selecting the nominees?~~
In selecting the 2016 nominees for director, the Committee on Directors' Affairs sought candidates who possess the highest personal and professional ethics, integrity and values, and are committed to representing the long-term interests of all the Company's stakeholders. In addition to reviewing a candidate's background and accomplishments, the Committee on Directors' Affairs reviewed candidates for directorstandards prescribed in the ~~context of the current composition of the Board~~NYSE Listing Manual and ~~the evolving needs of the Company's businesses. The~~
~~Committee on Directors' Affairs also considered the number of boards on which the candidate already serves. It is the Board's policy~~provide that, at all times, at least a substantial majority of ~~its members meets~~ the ~~standards of independence promulgated by the SEC and the NYSE, and as set forth in the Company's Corporate Governance Guidelines.~~Board must meet those standards. The Committee on ~~Directors'~~Directors’ Affairs also seeks to ensure that the Board reflects a range of talents, ages, skills, ~~diversity,~~personal attributes, and ~~expertise,~~ expertise—particularly in the areas of accounting and finance, management, domestic and international markets, leadership, government regulation, environmental and ~~oil~~sustainability matters, public policy issues, and ~~gas related industries,~~ oil- and gas-related industries—sufficient to provide sound and prudent guidance with respect to ~~the Company's operations and interests.~~ConocoPhillips’ strategic needs. The Board seeks to maintain a diverse membership ~~but does not have a separate policy on diversity. The Board~~and also requires that its members be able to dedicate the time and resources necessary to ensure the diligent performance of their duties, ~~on the Company's behalf,~~ including attending Board and applicable committee meetings. To that end, the Committee on Directors’ Affairs considers the number of other boards on which each candidate already serves. Directors should advise the Chair of the Board and the Chair of the Committee on Directors’ Affairs in advance of accepting an invitation to serve on another public company board.
The following are some of the key qualifications and skills the Committee on ~~Directors'~~Directors’ Affairs considered in evaluating the director nominees. The ~~table~~chart on the next page shows how these qualifications and skills are distributed among our nominees. The individual biographies beginning on ~~pages 17 through 21~~page 36 provide additional information about how each ~~nominee's~~nominee’s specific experiences, qualifications, and ~~skills.~~
•
~~CEO or senior officer experience.~~ ~~We believe that directors~~skills align with ~~CEO or senior officer experience provide~~and further the ~~Company with valuable insights. These individuals have a demonstrated record~~strategic direction of leadership qualities and a practical understanding of organizations, processes, strategy, risk and risk management and the methods to drive change and growth. Through their service as top leaders at other organizations, they also bring valuable perspectives on common issues affecting both their company and ConocoPhillips.

•
~~Financial reporting experience.~~ We believe that an understanding of finance and financial reporting processes is important for our directors. The Company measures its operating and strategic performance by reference to financial targets. In addition, accurate financial reporting and robust auditing are critical to the Company's success. We seek to have a number of directors who qualify as audit committee financial experts, and we expect all of our directors to be financially knowledgeable. We also believe it is important to have knowledge and experience in capital markets, both debt and equity, given our position as a large publicly traded company.

•
~~Industry experience.~~ We seek to have directors with leadership experience as executives or directors, or experience in other capacities, in the energy industry. These directors have valuable perspective on issues specific to the Company's business.

CEO or senior officer.We believe that directors with CEO or senior officer experience provide valuable insights. These individuals have a demonstrated record of leadership and a practical understanding of organizations, processes, strategy, risk and risk management, and the methods to drive change and growth. Through their service as top leaders at other companies, they also bring valuable perspectives on common issues affecting large and complex organizations.
Financial reporting.We measure operating and strategic performance by reference to financial targets. In addition, accurate financial reporting and robust auditing are critical to ConocoPhillips’ success. Accordingly, we seek to have a number of directors who qualify as audit committee financial experts (as defined by SEC rules), and we expect all of our directors to be financially knowledgeable. We also believe it is important to have knowledge and experience in capital markets, both debt and equity, given our position as a large publicly-traded company.

16 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

Industry.We seek to have directors with significant experience in the energy industry. These directors have valuable perspective on issues specific to our business.
~~Table of Contents~~

•
~~Global experience.~~ As a global energy company, the Company's future success depends, in part, on its success in growing its businesses outside the United States. Our directors with global business or international experience provide valued perspective on our operations.

•
~~Environmental/regulatory experience.~~ ~~The perspective of directors who have experience within the environmental regulatory field is~~

valued as we implement policies and conduct operations in order to ensure that our actions today will not only provide the energy needed to drive economic growth and social well-being, but also secure a stable and healthy environment for tomorrow. The energy industry is heavily regulated and directly affected by governmental actions and decisions, and the Company believes that directors with government experience offer valuable insight in this regard.
~~The lack of a~~for a particular item does not mean that the director does not possess that qualification, characteristic, skill or experience. We look to each director to be knowledgeable in these areas; however, the~~indicates that the item is a specific qualification, characteristic, skill or experience that the director brings to the Board.~~

Global.As a global energy company, our future success depends, in part, on how well we grow our businesses outside the United States. Directors with global business or international experience provide valued perspectives on our operations.

Regulatory/government.The perspectives of directors who have experience within the regulatory field are important. The energy industry is heavily regulated and directly affected by governmental actions and decisions, and we believe that directors with government experience offer valuable insight in this regard.
Technology.Experience or expertise in information technology helps us pursue and achieve our business objectives. Leadership and understanding of technology, cybersecurity risk, cloud computing, scalable data analytics, and big data technologies add exceptional value to our Board as we increasingly utilize our global data assets to monitor and optimize our operations.

Public company board service.ConocoPhillips aspires to the highest standards of corporate governance and ethical conduct. Service on the boards and board committees of other large, publicly-traded companies provides an understanding of corporate governance practices and trends and insights into: (1) board management; (2) relations between the board, the CEO, and senior management; (3) agenda setting; and (4) succession planning. We believe this experience supports our goals of strong board and management accountability, transparency, and protection of stockholder interests.
~~2016 PROXY STATEMENT~~Environmental/sustainability.
17We adhere to robust operating standards and procedures that have delivered a proven track record. Our sustainable development approach is integrated into ConocoPhillips’ planning and decision making. We believe this experience strengthens the Board’s oversight and ensures that strategic business essentials and long-term value creation for stockholders are achieved with a responsible, sustainable business model which fosters a stable and healthy environment for tomorrow and proactively addresses stakeholder interests.

2019 Proxy Statement     33

Table of Contents

Item 1: Election of Directors and Director Biographies ~~continued~~
NOMINEE SKILLS MATRIX Nominee Skills
Nominees and Primary Occupation       Other Current U.S. Public
Company Directorships       Dir.
Since       Age       Ind.
Charles E. Bunch
Former Chairman and Chief Executive Officer, PPG Industries, Inc.
>PNC Financial Services Group
>Marathon Petroleum Corporation
>Mondelẽz International, Inc.
2014 69
Caroline Maury Devine
Former President and Managing Director of a Norwegian affiliate of ExxonMobil
>John Bean Technologies Corporation
>Valeo
2017 68
John V. Faraci
Former Chairman and Chief Executive Officer, International Paper Company
>PPG Industries, Inc.
>United Technologies Corporation
2015 69
Jody Freeman
Archibald Cox Professor of Law, Harvard Law School 2012 55
Gay Huey Evans OBE
Member of Her Majesty’s Treasury Board, Sub-Committee and Nominations Committee 2013 64
Jeffrey A. Joerres
Former Executive Chairman and Chief Executive Officer, ManpowerGroup Inc.
>The Western Union Company
>Artisan Partners Asset Management Inc.
2018 59
Ryan M. Lance
Chairman and Chief Executive Officer, ConocoPhillips 2012 56
Admiral William H. McRaven
Retired U.S. Navy Four-Star Admiral (SEAL) 2018 63
Sharmila Mulligan
Founder and Chief Executive Officer, ClearStory Data Inc. 2017 53
Arjun N. Murti
Senior Advisor, Warburg Pincus 2015 50
Robert A. Niblock
Former Chairman, President, and Chief Executive Officer, Lowe’s Companies, Inc. 2010 56
34     ConocoPhillips
Table of Contents
Item 1: Election of Directors and Director Biographies
Generally, the Committee on Directors’ Affairs identifies candidates through business and organizational contacts of the directors and management, though third-party search firms occasionally assist as well. Stockholders are also welcome to recommend director candidates for consideration. If you wish to recommend a candidate for nomination to the Board, please follow the procedures described under“Submission of Future Stockholder Proposals and Nominations”onpage 103for nominations made directly by a stockholder. Candidates recommended by stockholders are evaluated on the same basis as all other candidates.
After the 2018 Annual Meeting of Stockholders, at which nine of the current nominees for director were elected, the Committee on Directors’ Affairs recommended and the Board concurred in electing Jeffrey A. Joerres and Admiral William H. McRaven to the Board effective July 11, 2018 and October 5, 2018, respectively. Both Mr. Joerres and Adm. McRaven were identified as part of the Committee on Directors’ Affairs’ regular process for identifying potential director nominees. Mr. Joerres was identified by global executive search firm, Allegis Partners, and Adm. McRaven was identified by a recommendation from our non-employee director, Mr. Armitage, prior to his retirement in May 2018.
WHAT VOTE IS REQUIRED TO APPROVE THIS PROPOSAL?
Each nominee requires the affirmative vote of a majority of the votes cast at the Annual Meeting; the number of votes cast “for” a director must exceed the number of votes cast “against” that director. In a contested election (if the number of nominees exceeded the number of directors to be elected), directors would be elected by a plurality of the shares represented at the meeting and entitled to vote on the election of directors.
WHAT IF A DIRECTOR NOMINEE DOES NOT RECEIVE A MAJORITY OF THE VOTES CAST?
If a nominee who is serving as a director is not elected at the Annual Meeting and no one else is elected in place of that director, then, under Delaware law, the director continues to serve on the Board as a “holdover director.” However, under our By-Laws, a holdover director is required to tender a resignation to the Board. The Committee on Directors’ Affairs then would consider the resignation and recommend to the Board whether to accept or reject it or whether some other action should be taken. The Board would then make a decision, without participation by the holdover director. The Board is required to disclose publicly (by a news release, filing with the SEC, or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind that decision within 90 days from the date the election results are certified.
2019 Proxy Statement     35
~~Who are this year's nominees?~~
Table of Contents
Item 1: Election of Directors and Director Biographies
WHO ARE THIS YEAR’S DIRECTOR NOMINEES?
The following 11 directors are standing for ~~annual~~ election ~~this year~~ to hold office until the ~~2017~~2020 Annual Meeting of Stockholders. ~~Included below~~Each of the director nominees is a ~~listing~~current director. Committee membership is effective as of ~~each nominee's name, age, tenure and qualifications.~~May 13, 2019.
~~Richard L. Armitage~~Age:69
Director Since:May 2014
ConocoPhillips Committees:
Human Resources and Compensation Committee (Chair)
Committee on Directors’ Affairs
Executive Committee
Other current U.S. public company directorships:
>PNC Financial Services Group
>Marathon Petroleum Corporation
>Mondelēz International, Inc.
    ~~Richard H. Auchinleck,~~ ~~Lead Director~~
Charles E. Bunch

~~Age:~~ 70~~Director since:~~ ~~March 2006~~

~~Age:~~ 64~~Director since:~~ ~~August 2002~~

~~Age:~~ 66~~Director since:~~ ~~May 2014~~

~~ConocoPhillips Committees:~~
~~Committee on Directors' Affairs;~~
~~Public Policy Committee~~
~~Other current directorships:~~
~~ManTech International Corporation~~

~~ConocoPhillips Committees:~~
~~Human Resources and~~
~~Compensation Committee;~~
~~Committee on Directors' Affairs (Chair);~~
~~Executive Committee~~
~~Other current directorships:~~
~~Telus Corporation~~1

~~ConocoPhillips Committees:~~
~~Audit and Finance Committee~~
~~Other current directorships:~~
~~PPG Industries, Inc.;~~
~~PNC Financial Services Group;~~
~~Marathon Petroleum Corporation~~
Mr. Armitage has served as President of Armitage International since March 2005. He is a former U.S. Deputy Secretary of State and held a wide variety of high ranking U.S. diplomatic positions from 1989 to 1993 including: Special Mediator for Water in the Middle East; Special Emissary to King Hussein of Jordan during the 1991 Gulf War; and Ambassador, directing U.S. assistance to the newly independent states of the former Soviet Union. He served as Assistant U.S. Secretary of Defense for International Security Affairs from 1983 to 1989. He serves on the board of ManTech International Corporation and previously served on the board of Transcu, Ltd. and is a member of The American Academy of Diplomacy as well as a member of the Board of Trustees of the Center for Strategic Studies.
~~Skills and Qualifications:~~
Mr. Armitage's experience in a wide range of high ranking diplomatic positions qualifies him to provide valuable insight and expertise in the context of the Company's global operations with substantial governmental interface. Mr. Armitage has specific expertise in many of the Company's key operating regions. The Board believes his experience and expertise in these matters make him well qualified to serve as a member of the Board.
~~Mr. Auchinleck began his service as a director of Conoco Inc. in 2001 prior to its merger with Phillips Petroleum Company in 2002. He served as President~~Former Chairman and Chief Executive Officer, of Gulf Canada Resources Limited from 1998 until its acquisition by Conoco in 2001. Prior to his service as CEO, he was Chief Operating Officer of Gulf Canada from 1997 to 1998 and Chief Executive Officer for Gulf Indonesia Resources Limited from 1997 to 1998. Mr. Auchinleck currently serves as Chairman of the Board of Telus Corporation and previously served on the board of Enbridge Income Fund Holdings Inc.
~~Skills and Qualifications:~~
Mr. Auchinleck has served as a director of ConocoPhillips and its predecessors since Gulf Canada Resources was acquired by Conoco in 2001. His extensive experience in the industry and as a CEO of an energy company provides him with valuable insights into the Company's business. In addition, Mr. Auchinleck has extensive industry experience in Canada, the location of many key Company assets and operations. The Board believes his experience and expertise in these matters make him well qualified to serve as a member of the Board.
~~Mr. Bunch is the Executive Chairman of the Board of~~ PPG Industries, Inc. He
Mr. Bunch served as Chairman and Chief Executive Officer of PPG Industries, Inc. from July 2005 to August ~~2015.~~2015 and Executive Chairman from September 2015 to September 2016. He was President and Chief Operating Officer of PPG from July 2002 until he was elected President and Chief Executive Officer in March 2005 and Chairman and Chief Executive Officer in July 2005. Before becoming President and Chief Operating Officer, he was Executive Vice President of PPG from 2000 to 2002 and Senior Vice President, Strategic Planning and Corporate Services of PPG from 1997 to 2000. Mr. Bunch ~~has~~was with PPG for more than 35 years ~~of history with PPG,~~prior to his retirement, holding positions in finance and planning, marketing, and general management in the United States and Europe. He ~~also~~ currently serves on the boards of PNC Financial Services Group, ~~and~~ Marathon Petroleum ~~Corporation.~~Corporation, and Mondelẽz International, Inc. He previously served as a director of H.J. Heinz ~~Company and~~Company; as chairman of the Federal Reserve Bank of Cleveland, the National Association of Manufacturers, and the American Coatings ~~Association~~Association; and as a member of the University of ~~Pittsburgh's~~Pittsburgh’s board of trustees.
Skills and Qualifications:
The Board values Mr. ~~Bunch's~~Bunch’s experience as a director and CEO in a highly-regulated industry, as well as his management and finance experience. Additionally, Mr. Bunch has a strong background in management development and compensation. His international business experience with global issues facing a large, multinational public company ~~allows~~enables him to provide the Board with valuable operational and financial expertise. ~~The Board believes his experience and expertise in these matters make him well qualified to serve as a member of the Board.~~

1.
~~Not a U.S. based company.~~



18 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

~~Table of Contents~~

~~James E. Copeland, Jr.~~ ~~John V. Faraci~~ ~~Jody Freeman~~

Age: 7168
Director ~~since:~~Since: ~~February 2004~~October 2017

~~Age:~~ 66~~Director since:~~ ~~January 2015~~

~~Age:~~ 52~~Director since:~~ ~~July 2012~~
ConocoPhillips Committees:

~~Audit and Finance~~ Committee ~~(Chair);~~
~~Executive Committee~~
on Directors’ Affairs
~~Other current directorships:~~
~~Equifax Inc.; Time Warner Cable Inc.~~
~~ConocoPhillips Committees:~~
~~Audit and Finance Committee~~
~~Other current directorships:~~
~~PPG Industries, Inc.;~~
~~United Technologies Corporation~~
~~ConocoPhillips Committees:~~
~~Human Resources and~~
~~Compensation Committee;~~
Public Policy Committee
Other current U.S. public company directorships:
>John Bean Technologies Corporation
>Valeo
Caroline Maury Devine
Former President and Managing Director of a Norwegian affiliate of ExxonMobil
~~Mr. Copeland~~Ms. Devine served as ~~Chief Executive Officer~~President and Managing Director of ~~Deloitte & Touche~~a Norwegian affiliate of ExxonMobil from 1996 to 2000 and, ~~Deloitte Touche Tohmatsu from 1999 to 2003. Mr. Copeland formerly~~since 1988, held various corporate positions responsible for shareholder relations and governance issues, as well as international government relations with an emphasis on Vietnam, Indonesia, Nigeria, and Russia.
Ms. Devine previously served ~~as Senior Fellow for Corporate Governance with~~ the U.S. ~~Chamber of Commerce~~government for 15 years in positions on the White House Domestic Policy Staff, in the U.S. Embassy in Paris, and ~~as a Global Scholar with~~in the ~~Robinson School of Business at Georgia State University. Mr. Copeland~~Drug Enforcement Administration. She is currently a member of the Council on Foreign Relations.
In addition to current positions on the boards of ~~Equifax Inc., Time Warner Cable Inc.~~JBT Corporation and ~~BASS, LLC,~~Valeo and on the Nominating Committee of Petroleum Geo-Services ASA, Ms. Devine previously served on the ~~board~~boards of ~~Coca-Cola Enterprises from 2003 to 2008.~~
Det Norske Veritas, FMC Technologies, Inc., and Technip. She is a former Fellow at Harvard University’s Belfer Center for Science and International Affairs.
Skills and Qualifications:
AsMs. Devine’s broad range of expertise in international affairs within the ~~former CEO of one of the "Big Four" accounting firms, Mr. Copeland provides a wealth of financial and accounting expertise. In addition, Mr. Copeland's experience~~industry, as ~~a CEO at a large global corporation allows him to provide valuable insight on managing a global business. The Board believes his~~well as her government experience and ~~expertise in these matters make him well qualified~~service on other public company boards, are very valuable. Her senior officer experience demonstrates an understanding of organizations and the ability to ~~serve as a member of the Board.~~deliver results.

36   ConocoPhillips
Table of Contents
Item 1: Election of Directors and Director Biographies

Age:69
Director Since:January 2015
ConocoPhillips Committees:
Audit and Finance Committee (Chair)
Human Resources and Compensation Committee
Executive Committee
Other current U.S. public company directorships:
>PPG Industries, Inc.
>United Technologies Corporation
John V. Faraci
Former Chairman and Chief Executive Officer, International Paper Company
Mr. Faraci served as Chairman and Chief Executive Officer of International Paper Co. from 2003 until his retirement in 2014. He spent his career of more than 40 years at International Paper, also serving as the ~~company's~~company’s Chief Financial Officer and in various other financial, planning and management positions. Mr. Faraci serves on the board of directors for PPG Industries, Inc. and United Technologies Corporation. He is ~~also~~ a trustee of the American Enterprise Institute, Denison University, and the National Fish and Wildlife ~~Foundation.~~
Foundation and is a member of the RBC Capital Markets Advisory Council.
Skills and Qualifications:
The Board values Mr. ~~Faraci's~~Faraci’s experience as a director and CEO. His international business experience at a large public company ~~allows~~enables him to provide the Board with valuable operational and financial expertise and an informed management perspective ofon global business issues. ~~The Board believes his experience and expertise in these matters make him well qualified to serve as a member of the Board.~~

Age:55
Director Since:July 2012
ConocoPhillips Committees:
Committee on Directors’ Affairs
Public Policy Committee (Chair)
Executive Committee
Jody Freeman
Archibald Cox Professor of Law, Harvard Law School
Ms. Freeman is the Archibald Cox Professor of Law at Harvard Law School and founding director of the Harvard Law School Environmental ~~Law~~ and ~~Policy~~Energy Law Program. Ms. Freeman formerly served as Counselor for Energy and Climate Change in the White House from 2009 to 2010 and as an independent consultant to the National Commission on the Deepwater Horizon Oil Spill and Offshore Drilling in 2010. Ms. Freeman has served as a member of the Administrative Conference of the United States and is a Fellow of the American College of Environmental Lawyers. Before joining the Harvard faculty in 2005, she was a professor of Law at UCLA Law School from 1995 to 2005.
Skills and Qualifications:

Ms. ~~Freeman's~~Freeman’s expertise in environmental law and policy and her unique experiences in shaping federal environmental and energy policy, especially in matters critical to ~~the Company's~~ConocoPhillips’ operations, enable her to provide valuable insight into ~~the Company's~~our policies and practices. ~~The Board believes her experience and expertise in these matters make her well qualified to serve as a member of the Board.~~

2019 Proxy Statement   37
Table of Contents
Item 1: Election of Directors and Director Biographies

Age:64
Director Since:March 2013
ConocoPhillips Committees:
Audit and Finance Committee
Public Policy Committee


~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 19

~~Table of Contents~~

~~Election of Directors and Director Biographies continued~~
Gay Huey Evans OBE
~~Ryan M. Lance~~
~~Arjun N. Murti~~

~~Age:~~ 61~~Director since:~~ ~~March 2013~~

~~Age:~~ 53~~Director since:~~ ~~April 2012~~

~~Age:~~ 46~~Director since:~~ ~~January 2015~~
~~ConocoPhillips Committees:~~
~~Audit~~Member of Her Majesty’s Treasury Board, Sub-Committee and ~~Finance~~Nominations Committee
~~Other current directorships:~~
~~Itau BBA International Limited1,2~~;
~~The Financial Reporting Council1,2~~;
~~Standard Chartered PLC1,2~~
~~ConocoPhillips Committees:~~
~~Executive Committee (Chair)~~
~~ConocoPhillips Committees:~~
~~Audit and Finance Committee~~
Ms. Huey Evans currently serves as a member of Her Majesty’s Treasury Board, Sub-Committee, and Nominations Committee and is also a non-executive director of Standard Chartered PLC and Itau BBA International ~~Limited, where she is a member of the Risk and Remuneration committees and Chairman of the Audit Committee.~~Limited. She also currently serves as Deputy Chairman of The Financial Reporting Council, where she is a member of the Nomination ~~Committee, Chair~~Committee; Trustee of the Beacon Awards, which celebrate British philanthropy; and a Trustee of Wellbeing of Women, where she is Chair of the Investment Committee. She was ~~formerly Vice Chairman of the Board and Non-Executive Chairman, Europe, of the International Swaps and Derivatives Association, Inc. from 2011 to 2012. She was former~~ Vice Chairman, Investment Banking and Investment Management at Barclays Capital from 2008 to 2010. She was previously head of governance of Citi Alternative Investments (EMEA) from 2007 to 2008 and President of Tribeca Global Management (Europe) Ltd. from 2005 to 2007, both part of Citigroup. From 1998 to 2005, she was director of the markets division and head of the capital markets sector at the U.K. Financial Services Authority. She previously held various senior management positions with Bankers Trust Company in New York and London. Ms. Huey Evans previously served on the boards of Aviva plc, The London Stock Exchange Group plc., and Falcon Private Wealth Ltd.
Skills and Qualifications:

Ms. Huey ~~Evans'~~Evans’ in-depth knowledge of, and insight into, global capital markets from her extensive experience in the financial services industry brings valuable expertise to ConocoPhillips’ businesses.

Age:59
Director Since:July 2018
ConocoPhillips Committees:
Audit and Finance Committee
Committee on Directors’ Affairs
Other current U.S. public company directorships:
>The Western Union Company
>Artisan Partners Asset Management Inc.
Jeffrey A. Joerres
Former Executive Chairman and Chief Executive Officer, ManpowerGroup Inc.
Mr. Joerres served as Chief Executive Officer of ManpowerGroup Inc. from 1999 to 2014, as Chairman of the ~~Company's businesses.~~Board from 2001 to 2014, and as Executive Chairman from May 2014 to December 2015. Mr. Joerres joined ManpowerGroup in 1993 and served as Vice President of Marketing and Senior Vice President of European Operations and Marketing and Major Account Development.
He currently serves on the boards of The ~~Board believes her~~Western Union Company and Artisan Partners Asset Management Inc. He previously served as a director of Johnson Controls International plc and Artisan Funds, Inc. Additionally, Mr. Joerres is on the board of the Green Bay Packers, Boys and Girls Clubs of Milwaukee, BMO Harris Bradley Center, and Kohler Co. He is a minority owner in the Milwaukee Bucks. Mr. Joerres is a former director and Chairman of the Federal Reserve Bank of Chicago.
Skills and Qualifications:
Mr. Joerres’s extensive global leadership and human capital management experience and ~~expertise in these matters make her well qualified~~substantial involvement on both public and private boards enable him to ~~serve as a member of~~provide guidance to the ~~Board.~~Board with respect to ConocoPhillips’ people and operations.

38   ConocoPhillips
Table of Contents
Item 1: Election of Directors and Director Biographies

Age:56
Director Since:April 2012
ConocoPhillips Committees:
Executive Committee (Chair)
Ryan M. Lance
Chairman and Chief Executive Officer, ConocoPhillips
Mr. Lance was appointed Chairman and Chief Executive Officer in May 2012, having previously served as Senior Vice President, Exploration and Production—International ~~from~~since May 2009. Prior to that he served as President, Exploration and Production—Asia, Africa, Middle East and Russia/Caspian since April ~~2009, having~~2009. Mr. Lance previously served as President, Exploration and Production—Europe, Asia, Africa and the Middle East ~~since~~from September ~~2007. Prior thereto,~~2007 to April 2009. From February 2007 to September 2007, he served as Senior Vice President, Technology, ~~beginning in February 2007,~~ and, prior to that, Mr. Lance served as Senior Vice President, Technology and Major Projects beginning in 2006. He served as President, Downstream Strategy, Integration and Specialty Businesses from 2005 to 2006.
Skills and Qualifications:
Mr. ~~Lance's~~Lance’s service as Chairman and Chief Executive Officer of ConocoPhillips makes him well qualified to serve both as a director and Chairman of the Board. Mr. ~~Lance's~~Lance’s extensive experience in the industry as an executive in our exploration and production businesses, and as the global representative of ConocoPhillips, make his service as a director ~~invaluable~~invaluable.

Age:63
Director Since:October 2018
ConocoPhillips Committees:
Audit and Finance Committee
Human Resources and Compensation Committee
Admiral William H. McRaven
Retired U.S. Navy Four-Star Admiral (SEAL)
Admiral William H. McRaven is a retired U.S. Navy Four-Star Admiral (SEAL) and the former Chancellor of the University of Texas System. During his time in the military, he commanded special operations forces at every level, eventually taking charge of all U.S. Special Operations. His military career included combat during Desert Storm and both the Iraq and Afghanistan wars. As the Chancellor of the University of Texas System from January 2014 until May 2018, he led one of the nation’s largest and most respected systems of higher education, with over 230,000 students and 100,000 faculty, staff, and healthcare professionals.
Admiral McRaven is a recognized national authority on U.S. foreign policy and has advised Presidents George W. Bush and Barack Obama and other U.S. leaders on defense issues. He currently serves on the Council on Foreign Relations and the National Football Foundation.
Skills and Qualifications:
Admiral McRaven’s international, logistical, and administrative experience brings valuable expertise on global business issues and government relations to the ~~Company. The Board believes his~~Board.

2019 Proxy Statement   39
Table of Contents
Item 1: Election of Directors and Director Biographies
Age:53
Director Since:July 2017
ConocoPhillips Committees:
Audit and Finance Committee
Human Resources and Compensation Committee
Sharmila Mulligan
Founder and Chief Executive Officer, ClearStory Data Inc.
Ms. Mulligan is the Founder and Chief Executive Officer of ClearStory Data Inc., a modern data analytics company enabling business-oriented insights from disparate data. Ms. Mulligan has served as ClearStory’s Chief Executive Officer since inception in September 2011. From 2009 to 2011, Ms. Mulligan served as Executive Vice President for Aster Data Systems, Inc. until its acquisition by Teradata Corporation. Prior to Aster Data, Ms. Mulligan was a Vice President of Software Solutions for HP Inc. Prior to HP, Ms. Mulligan was Executive Vice President of Products and Marketing at Opsware Inc. from 2002 until its eventual acquisition by HP in 2007. Prior to Opsware Inc., Ms. Mulligan led Product Management and held Vice President positions at Netscape Communications, Microsoft, and General Magic. Ms. Mulligan is on the board of Lattice Engines, Inc. and an advisor to, and investor in, numerous enterprise software and consumer technology companies.
Skills and Qualifications:
Ms. Mulligan’s experience in cloud computing, scalable data analytics, and ~~expertise in these matters make him well qualified~~a broad range of big data technologies plus Internet of Things and Artificial Intelligence innovation adds exceptional value to ~~serve~~the Board. Her experience as a ~~member of~~CEO enables her to provide the ~~Board.~~Board with beneficial strategic leadership qualities.

Age:50
Director Since:January 2015
ConocoPhillips Committees:
Human Resources and Compensation Committee
Public Policy Committee
Arjun N. Murti
Senior Advisor, Warburg Pincus
Mr. Murti is Senior Advisor at Warburg Pincus. He previously served as a Partner at Goldman Sachs from 2006 ~~until his retirement in~~to 2014. Prior to becoming Partner, he served as Managing Director from 2003 to 2006 and as Vice President from 1999 to 2003. During his time at Goldman Sachs, Mr. Murti worked as a sell-side equity research analyst covering the energy sector. He was ~~also~~ co-director of equity research for the Americas from ~~2011-2014.~~2011 to 2014. Previously, Mr. Murti held equity analyst positions at JP Morgan Investment Management from 1995 to 1999 and at Petrie Parkman from 1992 to 1995.
Skills and Qualifications:

Mr. Murti brings to the Board a deep understanding of financial oversight and accountability with his experience as a Partner at Goldman ~~Sachs, one of the largest banking institutions.~~Sachs. He has spent more than 2025 years in the financial services industry with an extensive focus, both domestic and global, on the energy industry. This experience provides the Board valuable insight into financial management and analysis. ~~The Board believes his experience and expertise in these matters make him well qualified to serve as a member of the Board.~~

40   ConocoPhillips
1.
~~Not a U.S. based company.~~

2.
~~Not required to file periodic reports under the Securities Exchange Act~~Table of ~~1934.~~Contents

Item 1: Election of Directors and Director Biographies

Age:56
Director Since:February 2010
ConocoPhillips Committees:
Committee on Directors’ Affairs (Chair)
Public Policy Committee
Executive Committee


20 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

~~Table of Contents~~

Robert A. Niblock, ~~Harald J. Norvik~~

~~Age:~~ 53 Lead Director ~~since:~~(Effective as of May 13, 2019)
~~February 2010~~

~~Age:~~ 69~~Director since:~~ ~~July 2005~~

~~ConocoPhillips Committees:~~
~~Human Resources and~~
~~Compensation Committee (Chair); Committee~~
~~on Directors' Affairs; Executive Committee~~
~~Other current directorships:~~
~~Lowe's Companies, Inc.~~
~~ConocoPhillips Committees:~~
~~Human Resources and Compensation Committee;~~
~~Public Policy Committee (Chair);~~
~~Executive Committee~~
~~Other current directorships:~~
~~Petroleum Geo-Services ASA~~1
~~Mr. Niblock is~~Former Chairman, President, and Chief Executive Officer, ~~of Lowe's~~Lowe’s Companies, Inc. ~~He has~~
Mr. Niblock served as Chairman of the Board and ~~CEO~~Chief Executive Officer of ~~Lowe's~~Lowe’s Companies, Inc. ~~since~~from January 2005 until July 2018 and ~~he reassumed the title~~as President of ~~President in~~Lowe’s from 2011 until July 2018, after having served in that role from 2003 to 2006. Mr. Niblock became a member of the board of directors of ~~Lowe's~~Lowe’s when he was named ~~Chairman~~Chairman- and CEO-elect in 2004. Mr. Niblock joined ~~Lowe's~~Lowe’s in 1993, and, during his career with the company, ~~has~~he also served as Vice President and Treasurer, Senior Vice President, and Executive Vice President and CFO. Before joining ~~Lowe's,~~Lowe’s, Mr. Niblock had a nine-year career with accounting firm Ernst & Young. Mr. Niblock ~~has been~~served as a member of the board of directors of the Retail Industry Leaders Association ~~since~~from 2003 until 2018 and ~~has~~ served as its Secretary ~~since 2012.~~from 2012 until 2018. He previously served as its chairman in 2008 and 2009 and ~~served~~ as vice chairman in 2006 and 2007.
Skills and Qualifications:

~~Mr. Niblock became a member of the Board in 2010.~~ The ~~Committee on Directors' Affairs~~Board values his experience as a CEO and in financial reporting matters. Mr. ~~Niblock's~~Niblock’s experience as ~~an actively-serving~~a CEO of a large public company allows him to provide the Board with valuable operational and financial expertise.

FOR
The Board ~~believes his experience and expertise in these matters make him well qualified to serve~~recommends you voteFOReach nominee standing for election as ~~a member of the Board.~~
Mr. Norvik currently serves as Vice Chairperson of Petroleum Geo-Services ASA. He is also on the board of Deep Ocean Group and Umoe ASA. He was Chairman and a partner at Econ Management AS from 2002 to 2008 and was a strategic advisor there from 2008 to 2010. He served as Chairman of Aschehoug ASA from 2003 to 2014, as Chairman of the Board of Telenor ASA from 2007 to 2012, and as Chairman, President & CEO of Statoil from 1988 to 1999.
~~Skills and Qualifications:~~
As a former CEO of an international energy corporation, Mr. Norvik brings valuable experience and expertise in industry and operational matters. In addition, Mr. Norvik provides valuable international perspective as a citizen of Norway, a country in which the Company has significant operations. The Board believes his experience and expertise in these matters make him well qualified to serve as a member of the Board.
1.
~~Not a U.S. based company.~~

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 21

~~Table of Contents~~

~~Election of Directors and Director Biographies continued~~
~~What vote is required to approve this proposal?~~
~~Each nominee requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.~~
~~What if a director nominee does not receive a majority of votes cast?~~
Our By-Laws require directors to be elected by the majority of the votes cast with respect to such director (i.e., the number of votes cast "for" a director must exceed the number of votes cast "against" that director). If a nominee who is serving as a director is not elected at the Annual Meeting and no one else is elected in place of that director, then, under Delaware law, the director would continue to serve on the Board as a "holdover director.~~" However, under our By-Laws, the~~
holdover director is required to tender his or her resignation to the Board. The Committee on Directors' Affairs then would consider the resignation and recommend to the Board whether to accept or reject the tendered resignation, or whether some other action should be taken. The Board of Directors would then make a decision whether to accept the resignation taking into account the recommendation of the Committee on Directors' Affairs. The director who tenders his or her resignation will not participate in the Board's decision. The Board is required to disclose publicly (by a news release, filing with the SEC or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of the election results. In a contested election (a situation in which the number of nominees exceeds the number of directors to be elected), the standard for election of directors will be a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors.
~~What does the Board recommend?~~
~~THE BOARD RECOMMENDS YOU VOTE "FOR" EACH NOMINEE STANDING FOR ELECTION AS DIRECTOR.~~2019 Proxy Statement   41

22 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

Table of Contents
Audit and Finance Committee Report
The Audit and Finance Committee (the ~~"Audit Committee"~~“Audit Committee”) assists the Board in fulfilling its responsibility to provide independent, objective oversight for ~~ConocoPhillips'~~ConocoPhillips’ financial reporting functions and internal control systems.
The Audit Committee currently consists of ~~five~~seven non-employee directors. The Board has determined that each ~~of the members~~member of the Audit Committee ~~satisfy~~satisfies the requirements of the NYSE as to independence and financial ~~literacy and expertise.~~literacy. The Board has determined that at least one member, ~~James E. Copeland, Jr.,~~John V. Faraci, is an audit committee financial expert as defined by the SEC.
The responsibilities of the Audit Committee are set forth in the written charter adopted by ~~ConocoPhillips'~~the Board ~~of Directors~~ and last amended on ~~February 17, 2016, and which~~December 7, 2018. The charter is available on our website atwww.conocophillips.comunder ~~the caption "~~“Investors > Corporate ~~Governance~~Governance.”~~." Pursuant to its charter, the Audit Committee's responsibilities include the following:~~
The Audit Committee’s responsibilities include:
•
>Discussing with management, the independent auditors, and the internal auditor the integrity of ~~the Company's~~ConocoPhillips’ accounting policies, internal controls, financial statements, financial reporting practices, and select financial matters, ~~covering the Company's~~including capital structure, complex financial transactions, financial risk management, retirement plans, and tax ~~planning.~~planning;

>
•
Reviewing significant corporate risk exposures and steps management has taken to monitor, control, and report such ~~exposures.~~exposures;

>
•
Reviewing the qualifications, independence, and performance of the ~~Company's~~ independent auditors and the qualifications and performance of ~~its~~ConocoPhillips’ internal ~~auditors.~~auditors;

>
•
Reviewing ~~the Company's~~ConocoPhillips’ overall direction and compliance with legal and regulatory requirements and ~~its policies, including its Code of Business Ethics~~internal policies; and ~~Conduct.~~

>
•
Maintaining open and direct lines of communication with the Board and ~~Company's~~ management, our Compliance and Ethics Office, the internal auditors, and the independent auditors.
Management is responsible for preparing ~~the Company's~~ConocoPhillips’ financial statements in accordance with generally accepted accounting principles, or GAAP, and for developing, maintaining, and evaluating ~~the Company's~~our internal ~~control~~controls over financial reporting and other control systems. The independent registered public accountant is responsible for auditing the annual financial statements prepared by management,
assessing the ~~Company's~~ internal ~~controls~~control over financial reporting, and expressing an opinion with respect to each.
One of the Audit ~~Committee's~~Committee’s primary responsibilities is to assist the Board in its oversight of the integrity of ~~the Company's~~ConocoPhillips’ financial statements. The following report summarizes certain of the Audit ~~Committees~~Committee’s activities in this regard for ~~2015.~~2018.
Review with Management.The Audit Committee ~~has~~ reviewed and discussed with management the audited consolidated financial statements included in ~~the Company's~~ConocoPhillips’ Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2018, which included a discussion of the ~~quality, and~~ quality—not just the ~~acceptability,~~ acceptability—of the accounting principles, the reasonableness of significant judgments, and the clarity of the ~~disclosures presented in the financial statements.~~disclosures. The Audit Committee also discussed ~~management's~~management’s assessment of the effectiveness of ~~the Company's~~our internal control over financial reporting as of December 31, ~~2015,~~2018, included in the financial statements.
Discussions with Internal Audit.The Audit Committee reviewed ~~the Company's~~ConocoPhillips’ internal audit plan and discussed the results of internal audit activity throughout the year. ~~The Audit Committee~~ConocoPhillips’ General Auditor met with the ~~Company's General Auditor~~Audit Committee at every in-person meeting ~~both~~in 2018 and was available to meet without management present at each of these meetings.
42   ConocoPhillips
Table of Contents
Audit and Finance Committee Report
Discussions with ~~and without company management present.~~
~~Discussions with~~the Independent Registered Public Accounting Firm.The Audit Committee met throughout the year with Ernst & Young LLP ~~("EY"~~(“EY”), ~~the Company's~~ConocoPhillips’ independent registered public accounting firm, including meeting with EY at each in-person ~~meeting~~meeting; EY was also available to meet without ~~the presence~~management present at each of ~~management.~~these meetings. The Audit Committee has discussed with EY the matters required to be discussed by standards of the Public Company Accounting Oversight Board, or PCAOB. The Audit Committee has received the written disclosures and the letter from EY required by ~~applicable requirements of the~~ PCAOB rules and has discussed with ~~that firm~~EY its independence from ConocoPhillips. In addition, the Audit Committee considered the non-audit services ~~provided~~EY provides to ~~the Company by EY,~~ConocoPhillips and concluded that ~~the auditor's~~EY’s independence has been maintained.
Recommendation to the ConocoPhillips Board of Directors.Based on its review and discussions noted above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in ~~ConocoPhillips'~~ConocoPhillips’ Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2018.
THE CONOCOPHILLIPS AUDIT AND FINANCE COMMITTEE
~~James E. Copeland, Jr.,~~~~Chairman~~
~~Charles E. Bunch~~
John V. Faraci,Chair
C. Maury Devine
Gay Huey Evans
Jeffrey A. Joerres
William H. McRaven
Sharmila Mulligan
Arjun N. Murti
2019 Proxy Statement   43

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 23

Table of Contents
~~Table of Contents~~

~~Item 2 on the Proxy Card~~
Item 2: Proposal to Ratify the Appointment of Ernst & Young LLP
What am I ~~voting on?~~Voting On?
You are voting on a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2016. The Audit and Finance Committee has appointed Ernst & Young to serve as the Company's independent registered public accounting firm for fiscal year 2016.
~~What are the~~The Audit ~~and Finance Committee's responsibilities with respect~~Committee has appointed EY to ~~the~~serve as ConocoPhillips’ independent registered public accounting ~~firm?~~firm for fiscal year 2019. You are voting on a proposal to ratify such appointment.
WHAT ARE THE AUDIT COMMITTEE’S RESPONSIBILITIES WITH RESPECT TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM?
The Audit ~~and Finance~~ Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit ~~the Company's~~our financial ~~statements. The Audit~~statements and ~~Finance Committee has appointed Ernst & Young to serve as the Company's independent registered public accounting firm for fiscal year 2016.~~
~~The Audit and Finance Committee~~ has the authority to determine whether to retain or terminate the independent auditor. ~~Neither the lead audit partner nor the reviewing audit partner perform audit services for the Company for more than five consecutive fiscal years.~~
The Audit ~~and Finance~~ Committee reviews the experience and qualifications of the senior members of the independent ~~auditor's~~auditor’s team and is directly involved in the appointment of the lead audit partner. Neither the lead audit partner nor the reviewing audit partner performs audit services for ConocoPhillips for more than five consecutive fiscal years. The Audit ~~and Finance~~ Committee also is ~~also~~ responsible for ~~determination~~determining and ~~approval of~~approving the audit engagement fees and other compensation associated with ~~the retention of~~retaining the independent auditor.
The Audit ~~and Finance~~ Committee has evaluated the qualifications, independence, and performance of ~~Ernst & Young~~EY and believes that ~~the continued retention of Ernst & Young~~continuing to retain EY to serve as ~~the Company's~~our independent registered public accounting firm is in the best ~~interests~~interest of ~~the Company's~~ConocoPhillips’ stockholders.
~~What services does the independent registered public accounting firm provide?~~
WHAT SERVICES DOES THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PROVIDE?
Audit services of ~~Ernst & Young~~EY for fiscal year ~~2015~~2018 included an audit of our consolidated financial statements, an audit of the effectiveness of ~~the Company's~~our internal control over financial reporting, and services related to periodic filings made with the SEC. Additionally, ~~Ernst & Young~~EY provided certain other services as described in the response to the next question. In connection with the audit of the 2015 financial statements, we entered into an engagement agreement with Ernst & Young that sets forth the terms by which Ernst & Young will perform audit and tax services for us.below.
~~How much was the independent registered public accounting firm paid for 2015 and 2014?~~
~~Ernst & Young's~~HOW MUCH WAS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PAID FOR 2018 AND 2017?
EY’s fees for professional services totaled ~~$14.6~~$14.5 million for ~~2015~~2018 and ~~$16.6~~$15.9 million for ~~2014. Ernst & Young's~~2017. EY’s fees for professional services included the following:
•
>Audit Fees—fees for audit services, which related to the fiscal year consolidated audit, the audit of the effectiveness of internal controls, quarterly reviews, registration statements, comfort letters, statutory and regulatory audits, and related accounting consultations, were $12.9 million for 2018 and $12.6 million for ~~2015 and $14.1 million for 2014.~~2017.

>
•
Audit-Related Fees—fees for audit-related services, which consisted of audits in connection with benefit plan audits, other subsidiary audits, special reports, asset dispositions, and related accounting consultations, were ~~$1.7~~$1.4 million for ~~2015~~2018 and ~~$2.1~~$2.4 million for ~~2014.~~2017.

>
•
Tax Fees—fees for tax services, which consisted of tax compliance services and tax planning and advisory services, were ~~$0.3~~$0.2 million for ~~2015~~2018 and ~~$0.4~~$0.9 million for ~~2014.~~2017.

>
•
All Other Fees—fees for other services were negligible in ~~2015~~2018 and ~~2014.~~2017.
44   ConocoPhillips

24 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

Table of Contents

Item 2: Proposal to Ratify the Appointment of Ernst & Young LLP
The Audit ~~and Finance~~ Committee has considered whether the non-audit services provided to ConocoPhillips by ~~Ernst & Young~~EY impaired ~~the~~EY’s independence ~~of Ernst & Young~~ and concluded they did not.
WHO REVIEWS THESE SERVICES AND FEES?
The Audit ~~and Finance~~ Committee has adopted a pre-approval policy that provides guidelines for the audit, audit-related, tax, and other non-audit services that EY may ~~be provided by Ernst & Young~~provide to ~~the Company.~~ConocoPhillips. The policy ~~(a)~~(1) identifies the guiding principles that must be considered by the Audit ~~and Finance~~ Committee in approving services to ensure that ~~Ernst & Young's~~EY’s independence is not impaired; ~~(b)~~(2) describes the audit, audit-related, tax, and other services that may be provided and the non-audit services that are prohibited; and ~~(c)~~(3) sets forth pre-approval requirements for all permitted services. Under the policy, all services to be provided by ~~Ernst & Young~~EY must be pre-approved by the Audit ~~and Finance~~ Committee. The Audit ~~and Finance~~ Committee has delegated authority to review and approve ~~permitted~~ services to its Chair. ~~Such~~Any such approval must be reported to the entire ~~committee~~Audit Committee at the next scheduled Audit ~~and Finance~~ Committee meeting.
~~Will a representative of Ernst & Young be present at the meeting?~~
~~Yes, one~~WILL A REPRESENTATIVE OF ERNST & YOUNG BE PRESENT AT THE MEETING?
One or more representatives of ~~Ernst & Young~~EY will be present at the ~~meeting.~~Annual Meeting. The ~~representatives~~representative(s) will have an opportunity to make a statement ~~if they desire~~ and will be available to respond to appropriate questions from stockholders.
WHAT VOTE IS REQUIRED TO APPROVE THIS PROPOSAL?
Approval of this proposal requires the ~~stockholders.~~affirmative vote of a majority of the shares present and entitled to vote on the proposal. If the appointment of EY is not ratified, the Audit Committee will reconsider the appointment.
FOR
~~What~~The Audit and Finance Committee recommends you vote ~~is required to approve this proposal?~~FOR the ratification of the appointment of Ernst & Young LLP as ConocoPhillips’ independent registered public accounting firm for fiscal year 2019.
2019 Proxy Statement   45
Table of Contents
Item 3: Advisory Approval of Executive Compensation
What am I Voting On?

Stockholders are being asked to vote on the following advisory resolution:
RESOLVED, that the stockholders approve the compensation of ConocoPhillips’ Named Executive Officers as described in the “Compensation Discussion and Analysis” section and in the tabular disclosures regarding Named Executive Officer compensation (together with the accompanying narrative disclosures) in this Proxy Statement.
ConocoPhillips is providing stockholders with the opportunity to vote on an advisory resolution, commonly known as “Say on Pay,” considering approval of the compensation of ConocoPhillips’ Named Executive Officers.
The Human Resources and Compensation Committee, which is responsible for the compensation of our executive officers, has overseen the development of a compensation program designed to attract, retain, and motivate executives who enable us to achieve our strategic and financial goals. The “Compensation Discussion and Analysis” and the tabular disclosures regarding Named Executive Officer compensation, together with the accompanying narrative disclosures, explain the trends in compensation and application of our compensation philosophies and practices for the years presented.
The Board believes that ConocoPhillips’ executive compensation program aligns the interests of our executives with those of our stockholders. Our compensation program is guided by the philosophy that ConocoPhillips’ ability to responsibly deliver energy and provide sustainable value is driven by superior individual performance. The Board believes we must offer competitive compensation to attract and retain experienced, talented, and motivated employees. In addition, the Board believes employees in leadership roles within the organization are motivated to perform at their highest levels when performance-based pay constitutes a significant portion of their compensation. The Board believes that our philosophy and practices have resulted in executive compensation decisions that are aligned with company and individual performance, are appropriate in value, and have benefited ConocoPhillips and its stockholders.
WHAT IS THE EFFECT OF THIS RESOLUTION?
Because your vote is advisory, it will not be binding upon the Board. However, the Human Resources and Compensation Committee and the Board will take the outcome of the vote into account when considering future executive compensation arrangements.
WHAT VOTE IS REQUIRED TO APPROVE THIS PROPOSAL?
Approval of this proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy at the ~~meeting~~Annual Meeting and entitled to vote on the proposal. ~~If the appointment of Ernst & Young is not ratified, the Audit and Finance Committee will reconsider the appointment.~~
FOR
~~What does~~The Board recommends you voteFOR the ~~Board recommend?~~advisory approval of the compensation of ConocoPhillips’ Named Executive Officers.
46   ConocoPhillips
THE AUDIT AND FINANCE COMMITTEE RECOMMENDS YOU VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2016.

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 25

Table of Contents
Role of the Human Resources and Compensation Committee
Authority and Responsibilities
~~Authority and Responsibilities~~
The Human Resources and Compensation Committee (the ~~"HRCC" or "Committee"~~“HRCC”) is responsible for providing independent, objective oversight for ~~ConocoPhillips'~~ConocoPhillips’ executive compensation programs, and for determining the compensation of ~~anyone who meets~~ our ~~definition of a "Senior Officer." Currently, our~~Senior Officers. Our internal guidelines define a Senior Officer as an employee who is a senior vice president or higher, anany executive who reports directly to the CEO, or any other employee considered an officer under Section 16(b) of the Securities Exchange Act of 1934. As of December 31, ~~2015, the Company~~2018, ConocoPhillips had 16 ~~Senior Officers. All of the officers shown in the compensation tables that follow are~~active Senior Officers. In addition, the HRCC acts as administrator of the compensation programs and certain of the benefit plans for Senior Officers and as an avenue of appeal for current and former Senior Officers ~~regarding disputes over~~disputing compensation ~~and~~or certain benefits.
~~One of~~ Finally, the ~~HRCC's responsibilities is to assist~~HRCC assists the Board in ~~its oversight of~~overseeing the integrity of ~~the Company's~~ConocoPhillips’ executive compensation practices and programs as described in the "“Compensation Discussion and Analysis”" beginning onpage 29 of this Proxy Statement, which summarizes certain of the HRCC's activities during 2015 and early 2016 concerning compensation earned during 2015 as well as any significant actions regarding compensation taken after the fiscal year end.48.
A complete listing of the authority and responsibilities of the HRCC is set forth in the written charter adopted by the Board and last amended on ~~February 17, 2016,~~December 7, 2018, which is available on our website atwww.conocophillips.comunder ~~the caption "~~“Investors > Corporate ~~Governance~~~~." Although the Committee's charter permits it to delegate authority to subcommittees or other Board committees, the Committee made no such delegations in 2015.~~Governance.”
Members
The HRCC currently consists of ~~four~~six members. ~~The only pre-existing requirements for service on the HRCC are that~~All members must meet the independence requirements for ~~"non-employee"~~“non-employee” directors under the Securities Exchange Act of 1934, for ~~"independent"~~“independent” directors under the NYSE listing standards, and for ~~"outside"~~“outside” directors under the Internal Revenue Code. The members of the HRCC and the member to be designated as Chair ~~like the members and Chairs of all of the Board committees,~~ are reviewed and recommended annually by the Committee on ~~Directors'~~Directors’ Affairs to the full Board. ~~The Board of Directors has final approval of the committee structure of the Board.~~
Meetings
The HRCC holds regularly scheduled meetings in association with each regular Board meeting and meets by teleconference between such meetings as ~~necessary to discharge its duties.~~necessary. In ~~2015,~~2018, the HRCC had eight meetings. The HRCC reserves time at each regularly scheduled meeting to review matters in executive session with no members of management or management representatives present except as specifically requested by the HRCC. Additionally, the HRCC meets with the Lead Director at least annually to evaluate the performance of the CEO. More information regarding the ~~HRCC's~~HRCC’s activities at such meetings ~~can be found~~appears in the "“Compensation Discussion and Analysis"” beginning onpage ~~29.~~48.
Continuous Improvement
~~Continuous Improvement~~The HRCC is committed to a process of continuous improvement in exercising its responsibilities. To that end, the HRCC:
>Routinely receives training regarding best practices for executive compensation;
>With the assistance of management and consultants, independent compensation consultants, and, when deemed appropriate, independent legal counsel, regularly reviews its responsibilities and governance practices in light of ongoing changes in the legal and regulatory arena and trends in corporate governance;
>Annually reviews its charter and proposes any desired changes to the Board;
>Annually conducts an assessment of its performance that evaluates the effectiveness of its actions and seeks ideas to improve its processes and oversight; and
>Regularly reviews and assesses whether our executive compensation programs are having the desired effects without encouraging an inappropriate level of risk.
~~The HRCC is committed to a process of continuous improvement in exercising its responsibilities. To that end, the HRCC also:~~2019 Proxy Statement   47
•
~~Receives ongoing training regarding best practices for executive compensation;~~

•
Regularly reviews its responsibilities and governance practices in light of ongoing changes in the legal and regulatory arena and trends in corporate governance, which review is aided by the Company's management and consultants, independent compensation consultants, and, when deemed appropriate, independent legal counsel;

•
~~Annually reviews its charter and proposes any desired changes to the Board of Directors;~~

•
~~Annually conducts a self-assessment of its performance that evaluates the effectiveness of its actions and seeks ideas to improve its processes and oversight; and~~

•
~~Regularly reviews and assesses whether the Company's executive compensation programs are having the desired effects and do not encourage an inappropriate level of risk.~~

26 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

Table of Contents
~~Human Resources and Compensation Committee Report~~
~~Review with Management.~~ ~~The Human Resources and Compensation Committee has reviewed and discussed the "~~Compensation Discussion and Analysis~~" presented in this Proxy Statement starting on page 29 with members of management.~~
~~Discussion with Independent Executive Compensation Consultant.~~ The HRCC has discussed with Frederic W. Cook & Co., Inc. ("FWC"), an independent executive compensation consulting firm, the executive compensation programs of the Company, as well as specific compensation decisions made by the HRCC. FWC was retained directly by the HRCC, independent of the management of the Company. The HRCC has received written disclosures from FWC confirming no other work has been performed for the Company by FWC, has discussed with FWC its independence from ConocoPhillips, and believes FWC to have been independent of management.
~~Recommendation to the ConocoPhillips Board of Directors.~~ ~~Based on its review and discussions noted above, the HRCC recommended to the Board of Directors that the "~~~~Compensation Discussion and Analysis~~~~" be included in ConocoPhillips' Proxy Statement on Schedule 14A (and, by reference, included in ConocoPhillips' Annual Report on Form 10-K for the year ended December 31, 2015).~~
~~THE CONOCOPHILLIPS HUMAN RESOURCES AND~~
~~COMPENSATION COMMITTEE~~
~~Robert A. Niblock,~~~~Chairman~~
~~Richard H. Auchinleck~~
~~Jody Freeman~~
~~Harald J. Norvik~~
~~Human Resources and Compensation Committee~~
~~Interlocks and Insider Participation~~
During the year ended December 31, 2015, none of our executive officers served as (1) a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board) of another entity, one of whose executive officers served on our Human Resources and Compensation Committee, (2) a director of another entity, one of whose executive officers served on our Human Resources and Compensation Committee or (3) a member of the compensation committee (or other board committee performing equivalent functions
or, in the absence of any such committee, the entire board) of another entity, one of whose executive officers served as one of our directors. In addition, none of the members of our Human Resources and Compensation Committee (1) was an officer or employee of the Company or any of our subsidiaries during the year ended December 31, 2015, (2) was formerly an officer or employee of the Company or any of our subsidiaries, or (3) had any other relationship requiring disclosure under applicable rules.

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 27

~~Table of Contents~~

~~Item 3 on the Proxy Card~~
~~Advisory Approval of Executive Compensation~~
~~What am I voting on?~~
~~Stockholders are being asked to vote on the following advisory resolution:~~
~~RESOLVED~~ that the stockholders approve the compensation of ConocoPhillips' Named Executive Officers as described in the Compensation Discussion and Analysis section and in the tabular disclosures regarding Named Executive Officer compensation (together with the accompanying narrative disclosures) in this Proxy Statement.
ConocoPhillips is providing stockholders with the opportunity to vote on an advisory resolution, commonly known as "Say on Pay," considering approval of the compensation of ConocoPhillips' Named Executive Officers.
The Human Resources and Compensation Committee, which is responsible for the compensation of our executive officers, has overseen the development of a compensation program designed to attract, retain and motivate executives who enable us to achieve our strategic and financial goals. The Compensation Discussion and Analysis and the tabular disclosures regarding Named Executive Officer compensation, together with the accompanying narrative disclosures, allow you to view the trends in compensation and application of our compensation philosophies and practices for the years presented.
~~The Board of Directors believes that ConocoPhillips' executive compensation program aligns the interests of our executives with those of our stockholders. Our compensation program is guided by~~
the philosophy that the Company's ability to responsibly deliver energy and to provide sustainable value is driven by superior individual performance. The Board believes that a company must offer competitive compensation to attract and retain experienced, talented and motivated employees. In addition, the Board believes employees in leadership roles within the organization are motivated to perform at their highest levels by making performance-based pay a significant portion of their compensation. The Board believes that our philosophy and practices have resulted in executive compensation decisions that are aligned with Company and individual performance, are appropriate in value and have benefited the Company and its stockholders. At last year's annual meeting, approximately 94% of the Company's stockholders voted, on an advisory basis, to approve the compensation paid to the Company's named executive officers.
~~What is the effect of this resolution?~~
Because your vote is advisory, it will not be binding upon the Board of Directors. However, the HRCC and the Board will take the outcome of the vote into account when considering future executive compensation arrangements.
~~What vote is required to approve this proposal?~~
~~Approval of this proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.~~
~~What does the Board recommend?~~
~~THE BOARD RECOMMENDS YOU VOTE "FOR" THE ADVISORY APPROVAL OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.~~

28 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

~~Table of Contents~~
~~Compensation Discussion and Analysis~~
This Compensation Discussion and Analysis describes the material elements of the compensation of our Named Executive Officers (“NEOs”) and describes the objectives and principles underlying ~~the Company's~~ConocoPhillips’ executive compensation programs, the compensation decisions we have recently made under those programs, and the factors we considered in making those decisions.
In 2018, our NEOs included Ms. Janet Langford Carrig⁽¹⁾ ~~Executive Overview~~
and the following NEOs who were active at December 31, 2018:
~~Our Named Executive Officers for 2015 were:~~
Ryan M. Lance
~~Chairman and CEO~~ Jeffrey W. Sheets*
~~EVP, Finance and CFO~~ Matthew J. Fox*
~~EVP, Exploration & Production~~ Alan J. Hirshberg*
~~EVP, Technology & Projects~~ Donald E. Wallette, Jr.*
~~EVP, Commercial, Business Development~~ Matthew J. Fox
Chairman and Chief Executive Officer Executive Vice President and Chief Financial Officer Executive Vice President and Chief Operating Officer
Alan J. Hirshberg⁽²⁾ Kelly B. Rose⁽¹⁾
Executive Vice President, Production, Drilling, and Projects Senior Vice President, Legal, General Counsel, and Corporate ~~Planning~~
*
On February 16, 2016, Jeffrey W. Sheets announced his decision to retire as Executive Vice President, Finance and Chief Financial Officer of ConocoPhillips. Mr. Sheets will remain in his position as Executive Vice President, Finance and Chief Financial Officer until April 1, 2016 and following that will remain an employee of ConocoPhillips through May 31, 2016 to provide support during the transition of his responsibilities. The following changes to the ConocoPhillips executive leadership team are effective April 1, 2016:

•
~~Donald E. Wallette, Jr. will become Executive Vice President, Finance, Commercial and Chief Financial Officer.~~

•
~~Alan J. Hirshberg will become Executive Vice President, Production, Drilling and Projects.~~

•
~~Matthew J. Fox will become Executive Vice President, Strategy, Exploration and Technology.~~

Secretary

⁽¹⁾
On February 14, 2018, Janet Langford Carrig announced her decision to retire as Senior Vice President, Legal, General Counsel, and Corporate Secretary of ConocoPhillips. Ms. Carrig remained in her position as Senior Vice President, Legal, General Counsel, and Corporate Secretary until her successor, Kelly B. Rose, was appointed on September 4, 2018 and, following that, remained a Senior Vice President to provide support during the transition of her responsibilities until her retirement effective October 1, 2018.
~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~⁽²⁾ On October 31, 2018, Alan J. Hirshberg announced his decision to retire as Executive Vice President, Production, Drilling, and Projects of ConocoPhillips. Mr. Hirshberg remained in his position as Executive Vice President, Production, Drilling, and Projects until January 1, 2019.

29Our executive compensation philosophy is focused on linking pay with performance. It is designed to reflect appropriate governance practices, align with the needs of our business, and maintain a strong link between executive pay and successful execution of our strategy.

~~Table of Contents~~

~~Executive Overview continued~~
~~Overview~~For an overview of ~~Our Compensation Programs~~ConocoPhillips and our operations, seepage 5 of our Proxy Summary
Our executive compensation programs include a mix of fixed and variable pay with performance periods ranging from one to ten years. Performance metrics for short- and long-term incentive programs include a balance of relative and absolute targets established to align with the Company's strategy. Management and the HRCC believe pay and performance are best aligned through a rigorous performance review process that includes four in-depth reviews with members of the HRCC during the year. This process allows the Committee to make informed decisions to positively or negatively adjust payouts where warranted. Our executive compensation program has four primary elements, as shown in the chart below:
*
At its December 2015 meeting, the HRCC approved changes to the weighting for performance shares and stock options, from even weighting to 60% for performance shares and 40% for stock options. The HRCC also changed the weighting of metrics for performance shares, so that TSR increased to 50%, financial metrics reduced to 30%, with strategic metrics remaining at 20%. The HRCC also capped the payout limit on stock options at 100%, eliminating the ability for the Committee to adjust stock option awards by up to 30%. All of these changes are effective for the programs beginning in 2016.

**
~~See "Process for Determining Executive Compensation—Performance Criteria" beginning on page 46 for details regarding the specific performance metrics within each category.~~

TABLE OF CONTENTS

Executive Overview 49
2018 Compensation Program Structure 49

30 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

~~Table of Contents~~

~~How Our Performance Affected Our Pay~~
Our compensation programs are designed to attract and retain high-quality talent, reward executives for performance that successfully executes the Company's long-term strategy, and align compensation with the long-term interests of our stockholders. As a result, our executive compensation programs closely tie pay to performance. We believe the following categories of performance metrics have appropriately assessed the corporate performance of the Company relative to its strategy as an independent E&P company: Health, Safety and Environmental; Operational; Financial; Strategic Plan and Total Shareholder Return.
~~Performance metrics for our short- and long-term incentive programs include a balance of relative and increasingly challenging absolute~~
targets established to align with the Company's strategy. Increasingly challenging targets can mean year-over-year performance target increases for safety, efficiency, emission reductions, unit cost targets, and margins. It can, however, also mean the same or lower performance targets, recognizing the changing commodity price environment. For example, delivering flat production targets when significant capital and operating cost reductions are made would be increasingly challenging. Executive compensation in 2015 is reflective of performance during both our short- and long-term incentive program periods. Performance highlights include:
~~2015 Performance Highlights~~

30% 5% $2.2B 41% 14% 7
Total Recordable
Rate (TRR)
Improvement
2015 vs. 2014 Production
Growth⁽¹⁾
2015 Disposition
Proceeds⁽²⁾
2015 Capital
Reduction
2015 vs. 2014 Operating
Cost
Reduction⁽³⁾
2015 vs. 2014 Major Project
Startups
2015

~~(1)~~
~~Production growth is from continuing operations, adjusted for Libya, downtime and dispositions.~~

~~(2)~~
~~Includes ~$0.3B from liquidation of certain deferred compensation investments accounted for as cash from investing activities and ~$0.1B from QG3 return of capital.~~

~~(3)~~
Our operating costs reduction for 2015 vs. 2014 is a non-GAAP financial measure, and excludes dry holes and leasehold impairment. Our total production and operating, selling, general and administrative and exploration expenses increased 4% due to increased dry hole expense and leasehold impairments. A reconciliation determined in accordance with U.S. GAAP as well as a discussion of the usefulness and purpose of operating costs reduction are shown in Appendix A and at www.conocophillips.com/nongaap.
In determining award payouts under 2015 VCIP and PSP XI, members of the Committee met four times with management to review progress and performance against the approved metrics. This process allows the Committee to make informed decisions to positively or negatively adjust payouts where warranted. While we are pleased with our progress against the corporate performance measures under 2015 VCIP and PSP XI, it is impossible to ignore the dramatic
weakening of oil and gas prices that led to the decisions to cut capital and operating costs and reduce the dividend. As a result of the prolonged downturn in commodity prices, which has negatively impacted both our earnings and shareholder returns, the HRCC exercised discretion to reduce the 2015 VCIP and PSP XI payouts related to corporate performance as noted on the following page.

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 31

~~Table of Contents~~

~~Executive Overview continued~~
~~We paid out performance-based programs as follows:~~
~~Annual Incentive—Variable Cash Incentive Program (VCIP)~~
~~The VCIP payout is calculated using the following formula for all Senior Officers, subject to HRCC approval and discretion within established limits:~~

~~Long-Term Incentive—Performance Share Program (PSP)~~
~~See "~~~~Process for Determining Executive Compensation~~~~" on page 41 and "~~~~2015 Executive Compensation and Analysis and Results~~~~" on page 49.~~

32 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

~~Table of Contents~~

~~2015~~2018 Say on Pay Vote Result, Stockholder Engagement, and ~~Engagement~~Board Responsiveness
50
Continued Strong Execution of our Value Proposition in 2018 52
Executive Compensation – Strategic Alignment 54
Pay for Performance 55
2018 Compensation Metric Highlights 55
Philosophy and Principles of our Executive Compensation Program
56
Components of Executive Compensation 56
Process for Determining Executive Compensation 58
2018 Executive Compensation Analysis and Results 67
Other Executive Compensation and Benefits 75
Executive Compensation Governance 76
At48   ConocoPhillips
Table of Contents
Compensation Discussion and Analysis
Executive Overview
2018 COMPENSATION PROGRAM STRUCTURE
Each year the HRCC, advised by its independent compensation consultant and informed by feedback from stockholders, undertakes a rigorous process to set and review executive compensation. The HRCC believes a substantial portion of our ~~2015 Annual Meeting, approximately 94% of stockholders who cast an advisory vote on the Company's say on pay proposal voted in favor of the Company's~~ executive compensation ~~programs. Since then,~~should be equity-based and focused on rewarding long-term performance and furthermore, that this approach most closely aligns the ~~Company actively engaged~~interests of our top executives with those of our stockholders.
The four primary elements of our executive compensation program are designed to provide a target total value for compensation that is competitive with our peers and attracts and retains the talented executives necessary to manage a large and complex company like ConocoPhillips. The following chart summarizes the principal components of our executive compensation program and the performance drivers of each element.
2018 Element of Pay Overview Key Benchmarks/Performance Measures
Annual
Salary
Fixed cash compensation to attract and retain executives and balance at-risk compensation

Range:Salary grade minimum / maximum
>Benchmarked to compensation reference group median; adjusted for experience, responsibility, performance, and potential
Variable Cash Incentive Program (“VCIP”)
Variable annual cash compensation to motivate and reward executives for achieving annual goals and strategic milestones that are critical to our strategic priorities
Range:0% - 200% of target for corporate performance, plus/minus individual adjustments
>Health, Safety, and Environmental (20%)
>Operational (20%)
>Financial — Relative Adjusted ROCE/CROCE (20%)
>Strategic Milestones (20%)
>Relative TSR (20%)
>Measured over a one-year performance period and aligned with our strategic priorities
Long-Term Incentive Program (“LTIP”)
Variable long-term equity-based compensation to motivate and reward executives for achieving multi-year strategic priorities
Granted at beginning of three-year performance period with final cash payout following the conclusion of the performance period based on HRCC assessment of progress toward pre-established corporate performance metrics and stock price on the settlement date
Range:0% - 200% of target, inclusive of corporate performance adjustments
>Relative TSR (50%)⁽²⁾
>Financial – Relative Adjusted ROCE/CROCE (30%)⁽²⁾
>Strategic Objectives (20%)⁽²⁾
>Measured over a three-year performance period and aligned with our strategic priorities
>Stock price
Long-term equity-based compensation designed to encourage executive retention while incentivizing absolute performance that is aligned with stockholder interests
Annual award settles in cash on 3rd anniversary of grant date based on the stock price on the settlement date
Range:0% - 100% of target
>Stock price
>Vest in three years
⁽¹⁾
Effective with equity grants in 2018, the HRCC approved replacing stock options with three-year, time-vested restricted stock units at a weight of 35% and increasing the weighting of performance shares to 65%.
⁽²⁾
Effective with performance share programs commencing in 2019, the HRCC approved adjusting the PSP measures by eliminating the Strategic Objectives performance measure and increasing the weighting of relative TSR from 50% to 60% and Financial – Relative Adjusted ROCE/CROCE from 30% to 40%. This change eliminates discretion for determining payouts under the LTIP, which will now be determined solely on a formulaic basis.
2019 Proxy Statement   49
Table of Contents
Compensation Discussion and Analysis
2018 SAY ON PAY VOTE RESULT, STOCKHOLDER ENGAGEMENT, AND BOARD RESPONSIVENESS
ConocoPhillips regularly engages in dialogue with ~~a significant number of large~~ stockholders to continue to reinforce our understanding of ~~our stockholder's~~stockholder views regarding ~~the Company's~~our compensation programs. ~~The Company is committed to maintaining regular dialogue with its investors intended to:~~

1 Solicit their feedback on executive compensation and governance-related matters; 2 Evaluate the Company's compensation programs; and 3 Report stockholder views directly to the HRCC and Board.
~~As a result of this engagement process, the Company learned the following:~~
~~Stockholders are pleased with the Company's compensation programs and believe executive compensation has historically been well-aligned with long-term company performance; and~~ ~~Stockholders emphasized the continued importance of transparency and readability of the Company's disclosure in the proxy statement.~~
The Board and the ~~Committee~~HRCC value these discussions and also encourage stockholders to provide feedback about our executive compensation programs as described onpage 16under "“Communications with the Board of Directors."”
~~The HRCC carefully considers~~Strong Say On Pay Support In 2018
Though our executive compensation programs had historically received strong stockholder support (averaging over 90 percent in the ~~views of these stockholders as part of its annual compensation review process. Conversations the Company had with its investors and proxy advisory firms~~three years prior to 2017), following the ~~2015 advisory~~challenging conditions of the industry downturn, stockholders expressed concern about the complexity of our compensation programs and related disclosures in our 2017 Say on Pay vote, which failed to receive majority support. As a result, in 2017 and 2018, we undertook an extensive stockholder engagement effort and the HRCC conducted a thorough review of our compensation programs in order to determine how best to respond to stockholders.
We were pleased with the results of the 2018 Say on ~~executive~~Pay vote, which received support of stockholders representingmore than 92%of our outstanding stock. We remain committed to ongoing dialogue with stockholders and other stakeholders to obtain their input on key matters and inform our management and Board about the issues that our stockholders tell us matter most to them.
Stockholder Engagement In 2018
Aligned with our commitment to ongoing stockholder engagement, ConocoPhillips formed a Governance Leadership Team, which is an engagement team comprised of management and internal subject-matter experts on strategy, governance, compensation, ~~were considered along with current market practices~~compliance, human capital management, and ~~general investor concern over certain pay practices. See "~~~~Process for Determining Executive Compensation—~~environmental and social issues, to lead a comprehensive, year-round stockholder engagement program.
The Governance Leadership Team that spearheaded our 2018 outreach efforts consisted of the following members of ConocoPhillips management: Ellen R. DeSanctis, Vice President, Investor Relations and Communications; James D. McMorran, Vice President, Human Resources and Real Estate and Facilities Services; Heather Sirdashney, General Manager, Human Resources; Brian Pittman, General Manager, Compensation ~~Committee" on page 41.~~and Benefits; Shannon B. Kinney, Deputy General Counsel, Governance, Corporate, and Commercial and Chief Compliance Officer; Lloyd Visser, Global Head, Sustainable Development; and James Viray, Director, Stakeholder Engagement & Social Responsibility. In some instances, our HRCC Chair, Robert A. Niblock, also participated in the stockholder meetings. In these meetings, we discussed our strategy and value proposition, corporate governance, executive compensation, human capital management, culture, climate change, and sustainability.
By the Numbers: Stockholder Engagement in Spring and Fall 2018

We contacted our top 50 stockholders representing over: Management and, in some instances, our HRCC Chair, Robert A. Niblock, held meetings with stockholders representing approximately: Matters discussed during these meetings included our strategy and value proposition, corporate governance, executive compensation, human capital management, culture, climate change, and sustainability.
~~Resulting~~In 2018, the feedback received from our stockholders was overwhelmingly positive. Stockholders commended the changes to our compensation programs ~~beginning in 2016 include:~~
•
~~Changing~~as being very responsive to stockholder concerns previously expressed and appreciated the ~~weighting~~improved disclosures regarding our programs.
Stockholders were generally very satisfied with the level of ~~our long-term incentive programs from 50% for performance shares and 50% for stock options to 60% for performance shares and 40% for stock options;~~

•
Changing the metrics for performance shares to increase the weight given to Total Shareholder Return to 50% of the total, reducing the weight given to financial metrics to 30%, while retaining the weight given to strategic plan at 20%;

•
~~Emphasizing relative financial metrics rather than absolute metrics to further align with stockholder interests in the long-term performance share program; and~~

•
~~Formally capping the individual performance adjustment for stock options at target, rather than allowing a possible 30% upward adjustment.~~
~~We have continued to incorporate feedback on the importance of transparent and readable~~ disclosure in ~~drafting this Proxy Statement, including:~~our proxy statement in 2018.
50   ConocoPhillips

1 Illustrating alignment between CEO compensation and corporate and individual performance relative to our 10 performance peers (pages ix and 37); 2 Communicating the thoroughness involved in the annual compensation decision-making process to ensure pay is appropriately aligned with performance for the relevant period (page 42); 3 Explaining how our incentive program metrics relate directly to the Company's strategy; and 4 Demonstrating that our absolute metrics include increasingly challenging targets.

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 33

Table of Contents
Compensation Discussion and Analysis
Changes for 2018 and 2019
~~Executive Overview continued~~
~~Our Compensation and Governance Practices~~
Our ~~executive compensation philosophy is focused on~~ pay ~~for~~programs continually evolve to incorporate stockholder feedback, market best practices, and performance and ~~is designed~~retention considerations. Additionally, we strive to ~~reflect appropriate governance practices aligned with the needs~~continue to clarify and simplify our compensation-related disclosure while providing thorough and meaningful details of our ~~business. Below is~~process. We have made the following changes to our pay programs and disclosure:
2018 Changes:

>Increased transparency around targets and results for our annual and long-term incentive programs (seepages 67-74)
>Expanded our compensation peer selection to include broader general industry companies that are more comparable in terms of size and scale, as well as other energy companies. The 2018 compensation reference group provided the HRCC with more statistically robust market pay data (seepages 60-62)
>Replaced stock options with time-vested restricted stock units to balance risk, retention, and dilution
>Increased the weighting of performance shares from 60 percent to 65 percent and assigned a ~~summary~~weight of ~~compensation practices we have adopted,~~35 percent to the time-vested restricted stock units
2019 Changes:
>Effective with performance share programs commencing in 2019, eliminated the Strategic Objectives performance measure from PSP and ~~a list~~increased the weighting of ~~problematic pay practices that we avoid.~~

~~WHAT WE DO~~relative TSR from 50% to 60% and relative Financial metrics (Adjusted ROCE/CROCE) from 30% to 40%

~~Pay for Performance:~~ We align executive compensation with corporate, award unit and individual performance on both a short-term and long-term basis. The majority of our target total direct compensation for Senior Officers comprises variable compensation through our annual and long-term incentive compensation. Actual total direct compensation varies based on the extent of achievement of, among other things, safety, operational and financial performance goals and stock performance.

~~Stock Ownership Guidelines:~~ Our Stock Ownership Guidelines require executives to own stock and/or have an interest in restricted stock units valued at a multiple of base salary, ranging from 1.8 times salary for lower-level executives to 6 times salary for the CEO. Directors are expected to own stock in the amount of the aggregate annual equity grants during their first five years on the Board. All of our Named Executive Officers and current directors meet or exceed these requirements.

~~Mitigation of Risk:~~ Our compensation plans have provisions designed to mitigate undue risk, including caps on the maximum level of payouts, clawback provisions, varied performance measurement periods, and multiple performance metrics. In addition, the Board and management perform an annual risk assessment to identify potential undue risk created by our incentive plans. We do not believe any of our compensation programs create risks that are reasonably likely to have a material adverse impact on the Company.

~~Clawback Policy:~~ Executives' cash and equity incentive compensation are subject to a clawback that applies in the event of certain financial restatements. This is in addition to provisions contained in our award documents pursuant to which we can suspend their right to exercise, refuse to honor the exercise of awards already requested, or cancel awards granted if an executive engages in any activity we determine is detrimental to the Company.

~~Independent Compensation Consultant:~~ ~~The Committee retained FWC to serve as its independent executive compensation consultant. During 2015, FWC provided no other services to the Company.~~

~~Double Trigger:~~ Beginning with option awards granted in 2014 and performance share programs beginning in 2014, equity awards do not vest in the event of a change in control unless also accompanied by a qualifying termination of employment.

~~Limited Payouts:~~ In 2014, the Committee formalized the Company's already existing practice of capping VCIP and PSP payouts at 250% and 200% of target, respectively. In 2015, the Committee formalized the Company's already existing practice of making no upward individual performance adjustments for stock options, capping the payout at 100% of target for programs beginning in 2016.

~~WHAT WE DON'T DO~~

~~No Excise Tax Gross-Ups for Future Change in Control Plan Participants:~~ ~~In 2012, we eliminated excise tax gross-ups for future participants in our Change in Control Severance Plan.~~

~~No Current Payment of Dividend Equivalents on Unvested Long-Term Incentives:~~ ~~Dividend equivalents on unvested restricted stock units are only paid out to the extent that the underlying award is ultimately earned.~~

~~No Repricing of Underwater Stock Options:~~ ~~Our plans do not permit us to reprice, exchange or buy out underwater options without stockholder approval.~~

~~No Pledging, Hedging, Short Sales, or Derivative Transactions:~~ ~~Company policies prohibit our directors and executives from pledging of or hedging or trading in derivatives of the Company's stock.~~

~~No Employment Agreements for Our Named Executive Officers:~~ ~~All compensation for these officers is established by the Committee.~~

34 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

This change eliminates discretion for determining payouts under the LTIP, which will now be determined solely on a formulaic basis.
2019 Proxy Statement     51
Table of Contents

Compensation Discussion and Analysis
CONTINUED STRONG EXECUTION OF OUR VALUE PROPOSITION IN 2018
~~2015 Strategy and Path Forward~~
~~When~~In late 2016, ConocoPhillips ~~emerged as an independent E&P company in 2012, we set out to deliver~~launched a unique value proposition ~~of double-digit~~aimed atdelivering superior returns ~~annually~~ to stockholders through ~~a combination of 3 to 5 percent compound annual growth in both production and margins, with a compelling dividend. These objectives were~~price cycles.The value proposition is based on ~~annual~~a view that our business, while opportunity-rich, is also mature, capital ~~expenditures of about $16 billion~~intensive, and ~~oil prices at historical mid-cycle levels. We delivered on our commitments~~cyclical. To succeed, it is necessary to stockholders and met or exceeded our strategic objectives through 2014. However, oil and gas prices began a precipitous decline in late 2014 that continued into 2015. Our value proposition has not changed conceptually, but we have significantly reduced our level of capital expenditures and operating costs in response to lower commodity prices. We approached 2015 with a plan to lower the cost of supply of the portfolio, maintain capital flexibility, exercise vigilance on costs and drive efficiencies in everything we do.
Throughout 2015, the Company took decisive actions in the face of weak oil and gas prices. Over the course of the year, we reduced our 2015 capital expenditures to $10.1 billion, a decrease of 41 percent compared with 2014 spending. We set an aggressive target to reduce our operating costs by $1 billion—a goal we far exceeded. We also took steps to divest or transition out of certain areas of the business, including deepwater exploration and some of our non-core North American natural gas assets, which were not going to compete in our portfolio for future investment. Organizationally, we re-examined how we do business. Through a company-wide initiative, we are building a more competitive, efficient ConocoPhillips. This work resulted in some difficult decisions, including a 17 percent workforce reduction and a consolidation of management positions, including at the executive level. At the level of our senior management, the number of employees eligible for participation in our long-term incentive programs (the Performance Share Program and Stock Option Program) was reduced by approximately 25% from 72 to 55. Management also made the difficult, but necessary, decision to eliminate annual salary adjustments in 2015 and again in 2016. This does not represent a change in overall compensation philosophy;
~~however, our actions remain driven primarily by a recognition of the weak price environment.~~
In late 2015 we announced our initial 2016 operating plan, which was premised on oil and natural gas prices similar to those in 2015. Our plan included capital expenditures of $7.7 billion and operating costs of $7.7 billion. However, 2016 crude prices have dropped significantly since our announcement with January Brent prices averaging approximately 40 percent lower than average 2015 prices. Furthermore, since early January, credit rating agencies lowered their price outlooks and put the industry under review for credit downgrades. Given these factors, we took prudent steps in February to reduce our capital expenditures guidance to $6.4 billion and operating cost guidance to $7.0 billion.
We also announced a reduction to our quarterly dividend beginning with our first-quarter 2016 payment. While the dividend remains a core aspect of our investment offering, we reset the dividend to a level that we believe will be sustainable through periods of lower and more volatile prices that we expect in the future. In setting the dividend level, we attempted to balance several objectives, including yield, cash conservation and protecting our balance sheet. The decision to lower the dividend was a difficult one, but we believe it was prudent in light of the market environment. The dividend will remain a priority use of cash, but against a lower-for-longer price outlook we must maintain a strong balance sheet, ~~in order~~grow distributions to ~~deliver long-term~~owners and exercise capital discipline. Our value ~~for stockholders.~~
~~The industry continues~~proposition is underpinned by these principles, as well as the following clear strategic priorities that specified how cash flows from the business were to be ~~challenged by~~allocated in 2018:
1      2      3      4      5
Invest enough capital to sustain production and pay existing dividend; Grow dividend annually; Reduce debt and target ‘A’ credit rating; Pay out 20 to 30 percent of cash from operations to stockholders annually; and Disciplined investment to expand cash from operations.
Over the ~~current commodity~~past two years, we have taken numerous actions to achieve our priorities and improve the underlying quality of our business. We have significantly lowered our sustaining price ~~downturn.~~and strengthened our balance sheet. We ~~are focused on the factors we can control in the short, medium and long term, while positioning ConocoPhillips for sustained success in~~have grown our resource base with a ~~world of low and volatile commodity prices. We remain committed to our value creation tenets of returning capital to stockholders, investing in a low~~ cost of supply ~~resource base, delivering~~less than $40 per barrel West Texas Intermediate. We have delivered competitive per share growth, not chased absolute growth. We returned a distinctive payout of cash flows to stockholders, kept our costs in check, and generated among the most competitive financial returns in the business. In late 2018, we recommitted to our strategic priorities and increased our target payout to stockholders to greater than 30 percent of cash from operations from 20-30 percent. We no longer think of our value proposition as merely disciplined, we view it as the new order.
Following a successful year in 2017, ConocoPhillips achieved several important milestones in 2018, as shown below:
2018 Highlights

Strategy Financials Operations Portfolio
>Delivered on priorities
>Achieved 12.6% ROCE⁵
>Increased dividend 15%
>Achieved $15B debt target 18 months ahead of plan
>Executed $3B of buybacks; increased total authorization to $15B
>Returned ~35% of CFO¹ to stockholders
>$6.3B earnings, $5.32 EPS; $5.3B adjusted earnings⁵, $4.54 adjusted EPS⁵
>$12.9B cash provided by operating activities, $12.3B CFO¹; $5.5B free cash flow⁵
>Ending cash²of $6.4B
>Rated single “A” by three major credit rating agencies
>Reached settlement to fully recover ~$2B PDVSA ICC award; recognized >$0.4B
>Safely executed capital program scope
>Delivered underlying production growth of 18% on a per debt-adjusted share³ basis
>Grew Lower 48 Big 3 production by 37%
>Achieved planned project startups in Alaska, UK, Norway & China; sanctioned GMT-2
>Completed high-value acquisitions in Alaska
>Progressed exploration/appraisal in Alaska, Montney, LA Austin Chalk
>Generated $1.1B of disposition proceeds
>147% total reserve replacement; 109% organic replacement⁴
>Grew low-CoS resource base, with <$30/BBL CoS average⁵

¹ 2018 cash provided by operating activities is $12.9B. Excluding operating working capital change of $0.6B, cash from operations is $12.3B. Cash from operations (“CFO”) is a non-GAAP measure and is further defined on Appendix A.
² Ending cash includes cash, cash equivalents, and restricted cash totaling $6.2B and short-term investments of $0.2B. Restricted cash is $0.2B.
³ Production per debt-adjusted share growth is calculated on an underlying production basis using ending period debt divided by ending share price plus ending shares outstanding. Underlying production excludes Libya and the impact of closed asset dispositions and acquisitions.
⁴ Reserve replacement is a ratio representing the change in proved reserves, net of production, divided by current year production. Organic reserve replacement is a ratio representing the change in proved reserves, net of production and excluding acquisitions and dispositions, divided by current year production.
^⁵ Return on capital employed (“ROCE”), adjusted earnings, adjusted EPS and free cash flow are non-GAAP measures. Further information related to these measures as well as reconciliations to the nearest GAAP measure are included on Appendix A. Cost of supply (“CoS”) is the West Texas Intermediate equivalent price that generates a 10 percent return on a point forward and fully-burdened basis.
52     ConocoPhillips
Table of Contents
Compensation Discussion and ~~preserving a strong balance sheet. This~~Analysis
Importantly, we delivered these milestones while operating safely and continuing to focus on sustainability. We maintained our ongoing practice of engaging with stockholders throughout 2018 and received consistent feedback that our disciplined, returns-focused strategy is the ~~formula that can allow us~~right one for our business.
Since launching our updated value proposition, the market has responded favorably to ~~deliver strong financial returns~~our approach to the business. This was evidenced by our differential 2018 TSR relative to our performance peers, the broad energy sector, and ~~long-term stockholder value.~~the S&P 500 index.
The chart below shows our TSR relative to our performance peers and the S&P 500 index for 2018. For the year ended December 31, 2018, TSR was 15.6 percent.
Total Shareholder Return*: Year-End 2017 Through Year-End 2018
COP Stock Price
December 29, 2017 $54.89
December 31, 2018 $62.35
* TSR in this chart is calculated using the closing price on December 29, 2017 and the closing price on December 31, 2018 and assumes common stock dividends paid during the stated period are reinvested.
Seepage 5of theProxy Summaryfor an overview of ConocoPhillips’ operations, size, scope, and complexity.
2019 Proxy Statement   53
Table of Contents
Compensation Discussion and Analysis
EXECUTIVE COMPENSATION – STRATEGIC ALIGNMENT
~~Executive Compensation Alignment~~
Our executive compensation programs are designed to ~~attract and retain high-quality talent, reward executives for performance that successfully executes the Company's long-term~~align compensation with ConocoPhillips’ disciplined, returns-focused strategy and ~~align compensation~~ with the long-term interests of our stockholders. ~~As a result,~~Our goal to deliver superior returns to stockholders through price cycles is tied to the five strategic cash flow allocation priorities discussed under“Continued Strong Execution of our Value Proposition in 2018”beginning onpage 52. Our compensation metrics are directly tied to our strategic priorities, which provide comprehensive and integrated support for our value proposition.
54   ConocoPhillips
Table of Contents
Compensation Discussion and Analysis
PAY FOR PERFORMANCE
Our executive compensation programs closely tie pay to ~~performance. Consistent with this design,~~performance that advances our strategic priorities. As shown below, approximately 89% of the ~~CEO's 2015~~CEO’s 2018 target pay and approximately 84% of the ~~Named Executive Officers' ("NEO") 2015~~other NEOs’ 2018 target pay ~~is performance based,~~was performance-based, with stock-based, long-term incentives ~~comprising~~making up the largest portion of performance-based pay. ~~We believe the following categories of~~
Salary + VCIP + Performance Shares + Executive Restricted
Stock Units = Target
Value
Annual Incentive Long-term Incentives

2018 Target Compensation for CEO

2018 Average Target Compensation for Other NEOs
2018 COMPENSATION METRIC HIGHLIGHTS
Executive compensation in 2018 reflects performance metrics have appropriately assessed the corporate performance of the Company relative to its strategy as an independent E&P company, focusing on the priorities discussed above: Health, Safety and Environmental; Operational; Financial;
~~Strategic Plan and Total Shareholder Return. Performance metrics for~~during both our short- and long-term incentive ~~programs include a balance~~program periods. Performance highlights in 2018 include:
HSE Operational Financial
Maintained lowest workforce TRR on record; achieved top-quartile safety performance and recognized as HSE industry leader Exceeded Production target by 2% and achieved Operating and Overhead Costs target Ranked 2nd on Adjusted ROCE/3rd on Adjusted CROCE based on absolute improvement relative to performance peers
Strategic Milestones TSR*
Exceeded stockholder distributions target – distributed ~35% of CFO to stockholders; exceeded debt reduction target – achieved $15B by year-end, 18 months ahead of schedule; delivered underlying production growth of 18% on a per debt-adjusted share basis – significantly exceeding target
Ranked 1st overall; significantly outperformed all performance peers and the S&P 500
* Consistent with market practice, measuring TSR performance for compensation purposes is based on a 20-trading day simple average prior to the beginning of a period of time and a 20-trading day simple average prior to the end of the stated period and assumes common stock dividends paid during the stated period are reinvested.
See“Continued Strong Execution of relative and increasingly challenging absolute targets established to align with the Company's strategy. Increasingly challenging targets can mean year-over-year performance target increases for safety, efficiency, emission reductions, unit cost targets, and margins. It can, however, also mean the same or lower performance targets, recognizing the changing commodity price environment. For example, delivering flat production targets when significant capital and operating cost reductions are made would be increasingly challenging. See "our Value Proposition in 2018” onpage 52and“Process for Determining Executive ~~Compensation—Performance Criteria~~Compensation"” beginning onpage 4658 for ~~details regarding the specific performance~~a description of how our executive compensation metrics ~~within each category.~~are designed to align compensation with ConocoPhillips’ disciplined, returns-focused strategy. Also see“2018 Executive Compensation Analysis and Results” beginning onpage 67 for a discussion and analysis of payout decisions.
2019 Proxy Statement   55
~~The Human Resources~~Table of Contents
Compensation Discussion and Analysis
Philosophy and Principles of our Executive Compensation ~~Committee reassesses our performance metrics and targets on an ongoing basis to ensure they continue to support the Company's long-term strategy.~~Program

Our Goals
      Our goals are to attract, retain, and motivate high-quality employees and to maintain high standards of principled leadership so we can responsibly deliver energy to the world and provide sustainable value for our stakeholders, now and in the future.

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 35

~~Table of Contents~~
~~Philosophy and Objectives of Our Executive Compensation Program~~
~~Our Goals~~
Our goals are to attract, retain, and motivate high-quality employees and to maintain high standards of principled leadership so that we can responsibly deliver energy to the world and provide sustainable value for our stakeholders, now and in the future.
Our Philosophy – Pay for Performance
We believe that:

>
Our ability to responsibly deliver energy and to provide sustainable value is driven by superior individual performance;
>A company must offer competitive compensation to attract and retain experienced, talented, and motivated employees;
>Employees in leadership roles ~~within the organization~~ are motivated to perform at their highest levels when performance-based pay is a significant portion of their compensation; and
>The use of judgment by the ~~Human Resources and Compensation Committee~~HRCC plays an important role in establishing increasingly challenging corporate performance criteria to align executive compensation with ~~the performance of the Company relative to its strategy as an independent E&P~~ company and provides for a positive or negative adjustment in executive compensation as appropriate. Management provides four comprehensive performance reviews each year to ensure the Committee members are prepared to make informed decisions.performance.
Our Strategic Principles
To achieve our goals, we
implement our philosophy
through the following
~~guiding~~ principles:
>Establish target compensation levels that are competitive with ~~those of other~~the companies ~~with whom~~that we compete against for executive talent;
>Create a strong link between executive pay and ~~Company performance;~~successful execution of our strategy;
>Encourage prudent risk-taking by our executives;
>Motivate performance ~~by rewarding~~using compensation to reward specific individual ~~accomplishments in determining compensation;~~accomplishments;
>Retain talented individuals;
>Maintain flexibility to better respond to the cyclical energy industry; and
>Integrate all elements of compensation into a comprehensive package that aligns goals, efforts, and results throughout the organization.
Unlike target compensation levels, which are set by the Committee near the beginning of the performance period, actual compensation is a function of the Company's operational, financial and stock price performance, as reflected through annual incentive payouts, performance share payouts and the value of all other long-term incentive awards at vesting. Actual compensation is intended to vary above or below target levels commensurate with Company performance.

36 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

~~Table of Contents~~

~~Alignment of CEO Compensation and Performance~~
Using the process described beginning on page 41, adjustments have been made by the HRCC where appropriate to maintain proper alignment between CEO compensation and corporate and individual performance. The graph below illustrates the alignment of pay and performance relative to our 10 performance peers by comparing performance-based pay reported in the Summary Compensation Table to TSR as measured by the compound annual appreciation in share price plus the dividends returned to shareholders. The graph shows the percentile ranking for TSR and CEO compensation from
January 1, 2012, through December 31, 2014, for each of the 10 performance peers and ConocoPhillips; 2015 peer compensation data is not yet available. As indicated, ConocoPhillips has peer-leading TSR and ranks approximately in the 75th percentile, or third among peers, for pay for this time period. Generally, performance exceeded compensation for companies positioned below the red line and compensation exceeded performance for companies positioned above.

~~Alignment of CEO Pay and Total Shareholder Return~~
~~1/1/2012 - 12/31/2014~~

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 37

~~Table of Contents~~

~~Alignment of CEO Compensation and Performance continued~~
~~The equity grants included in the~~~~Summary Compensation Table~~ ("SCT") reflect their target value calculated using the grant date fair value. The SCT is not updated for subsequent changes in share price, up or down, and therefore continues to reflect target value on the grant date, versus the value realizable by the Named Executive Officer. As previously discussed, oil and gas prices began a precipitous decline in late 2014 that continued into 2015, which has negatively impacted both our earnings and shareholder returns. To demonstrate the alignment of pay and performance for 2013-2015, the following chart compares the CEO's annual total target compensation for 2013, 2014 and 2015 to realizable value of compensation for those years. Stock-based compensation that is not yet realized is valued using the Company's closing stock price of $46.69 on December 31, 2015.

~~Realizable Value of CEO Target Compensation 2013 - 2015~~
~~(1)~~
Reflects the annual targets approved by the HRCC for base salary, cash incentive, performance shares and stock options for each of the years 2013, 2014 and 2015 as disclosed in the Compensation Discussion & Analysis section for each year.

~~(2)~~
Reflects (i) base salary paid during each calendar year, (ii) cash incentive award paid for each of the 2013, 2014 and 2015 Variable Cash Incentive Programs (VCIP), (iii) for 2013, the actual realized value of the performance shares granted in February 2016 for Performance Share Program (PSP) XI (the program running from 2013 - 2015) and, for 2014 and 2015, the December 31, 2015 realizable value of target awards granted for the three-year performance periods beginning in 2014 and 2015 (PSP XII—XIII) for which a final payout has not yet been determined, and (iv) the realizable value for stock options granted in 2013, 2014 and 2015, all of which currently have no realizable value given the December 31, 2015 stock price is below the grant price for each of these awards.
These charts demonstrate the alignment of the CEO's compensation and shareholder value. With 72% of the CEO's target compensation delivered as stock-based compensation, the value ultimately earned will reach or exceed target value only when the stock price increases and TSR improves. ~~ConocoPhillips Stock Price~~

38 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

~~Table of Contents~~
Components of Executive Compensation
~~Our~~The four primary elements of our executive compensation ~~programs~~program are designed to provide a target total value for compensation that is competitive with our peers and ~~will attract~~attracts and ~~retain~~retains the talented executives necessary to manage a large and complex organization such as ConocoPhillips.
BASE SALARY
~~Base Salary~~
Base salary is a ~~major~~central component of ~~the~~ compensation for all of our salaried ~~employees, including~~employees. Management, with the assistance of Mercer, its outside compensation consultant, thoroughly examines the scope and complexity of jobs throughout ConocoPhillips and benchmarks the competitive compensation practices for such jobs. As a result of this work, management has developed a compensation structure that assigns all positions specific salary grades. For our ~~Named Executive Officers, although it becomes~~executives, the base salary midpoint increases as the salary grade increases, but at a ~~smaller component as~~lesser rate than increases in overall target incentive compensation percentages. The result is a higher percentage of ~~total targeted~~at-risk compensation as an ~~employee rises through the ConocoPhillips~~executive’s salary grade ~~structure.~~ rises.
Base salary is important to give ~~an individual~~employees financial stability for personal planning purposes. There are also motivational and reward aspects to base salary, as base salary can be ~~increased or decreased~~changed to account for considerations such as assigned roles, responsibilities and duties, experience, individual performance, and time in position. ~~The position-benchmarking exercise we conduct considers peer market data from the Company's~~We set base salaries to be competitive within our compensation ~~consultant that, along with the Company's recommendations, is reviewed with the Committee~~reference group and ~~its independent compensation consultant.~~Fortune50-150 Industrials, taking into account responsibilities and duties, individual performance, and time in position. See "“Process for Determining Executive Compensation—Peers and Benchmarking"” beginning onpage 43 60for a discussion of ~~this process.~~our position benchmarking exercise.
~~The table below shows the base salary for each Named Executive Officer earned during the years ended 2014~~56   ConocoPhillips
Table of Contents
Compensation Discussion and ~~2015:~~

Name
12/31/2014
12/31/2015

R.M. Lance
$ 1,700,000 $ 1,700,000
J.W. Sheets
888,000 888,000
M.J. Fox
1,241,000 1,241,000
A.J. Hirshberg
1,085,667 1,096,000
D.E. Wallette, Jr.
874,000 874,000
~~The HRCC reviews base salary annually for each of the NEOs. Base salary for the CEO has remained unchanged since March 1, 2013.~~Analysis
As a result of low commodity prices and economic uncertainty, the Company's management implemented certain measures to reduce operating costs. Management made the difficult, but necessary, decision to eliminate annual salary adjustments in 2015 and 2016 for employees, including the NEOs. This does not represent a change in overall compensation philosophy; however, our actions remain driven primarily by a recognition of the weak price environment. In 2015, the Company also laid off or otherwise terminated approximately 17% of its workforce. At the levelPERFORMANCE-BASED PAY PROGRAMS
Annual Incentive
All of our ~~senior management,~~employees throughout the ~~number of employees eligible for participation~~world—not only our executives—participate in our ~~long-term~~annual incentive ~~programs (the Performance Share Program and Stock Option Program) was reduced by approximately 25% from 72 to 55.~~
~~Compensation actions related to~~program, called the ~~expanded roles for Messrs. Hirshberg and Wallette were approved by the HRCC in February 2016 as described further under "~~~~2016 Target Compensation~~."

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 39

~~Table of Contents~~

~~Components of Executive Compensation continued~~
~~Performance-Based Pay Programs~~
~~Annual Incentive~~
~~The~~ Variable Cash Incentive Program ~~("VCIP"~~(“VCIP”) ~~is an annual incentive program that is broadly available to our employees throughout the world, and it~~. It is our primary vehicle for recognizing ~~Company, award~~company, business unit, and individual performance for the ~~past~~prior year. We believe that having an annual ~~"at risk"~~“at risk” compensation element ~~for~~gives all employees ~~including executives, gives them~~ a financial stake in the achievement of our business objectives and ~~therefore~~ motivates them to use their best efforts to ensure the achievement of those objectives. We also believe that ~~one year is a time period over which~~ all participating employees can have the opportunity to establish and achieve their specified ~~goals.~~ goals within one year.
The base VCIP award is weighted equally for corporate and ~~award~~business unit performance for most employees, but the ~~Named~~ Executive ~~Officers, and~~Leadership Team, which includes the ~~Named Executive Officers receive an average of~~NEOs, only participates in the corporate performance ~~measured under all award units.~~component. See "“Process for Determining Executive Compensation—Performance Criteria”" beginning onpage 46 63for details regarding performance criteria. The HRCC has discretion to adjust ~~the~~ base ~~award~~awards up or down ~~based~~depending on individual ~~performance and makes its~~performance. For all NEOs other than the CEO, this decision is based on the input of the CEO, and, for ~~all Named Executive Officers, other than~~ the CEO, ~~and~~this is based on ~~its~~the HRCC’s evaluation of the CEO, conducted jointly with the Lead ~~Director, for the CEO.~~Director.
Long-Term Incentives
~~Our~~Historically, our primary long-term incentive compensation programs for executives ~~are~~were the Performance Share Program ~~("PSP"~~(“PSP”) and the Stock Option Program. ~~Our programs target approximately 50%~~In 2017, in response to stockholder feedback and consistent with market trends, the HRCC approved replacing stock options with three-year, time-vested restricted stock units under the Executive Restricted Stock Unit Program effective with equity grants made in 2018. In addition, the HRCC increased the weighting of the long-term incentive award in the form of performance-based restricted stock units ~~awarded~~ under the PSP from 60 percent to 65 percent and ~~50%~~assigned a weight of 35 percent to the Executive Restricted Stock Unit Program. Approximately 55 of our current employees participate in the form of stock options. In December 2015, the HRCC changed this mix so that beginning in 2016 approximately 60% of the long-term incentive award would be in the form of restricted stock units awarded under the PSP and 40% in the form of stock options. The effects of this change will not be reflected in the compensation tables starting on page 60, since it was not effective for the awards granted in 2015.these programs.
Performance Share Program—
The PSP rewards executives based on ~~the performance of the Company and their individual~~ConocoPhillips’ performance over a three-year period. Each year, the ~~Committee~~HRCC establishes performance metrics and targets for a new three-year performance ~~period over which it compares the~~period. Thus, performance ~~of the Company with that of its performance-measurement peer group using pre-established criteria. Thus,~~results in any given year ~~there~~ are considered in three overlapping performance periods. Use of a multi-year performance period helps to focus management on longer-term results. PSP award targets are set in shares at the beginning of the performance period, and actual cash payouts based on the HRCC’s evaluation of performance are calculated using our stock price after the conclusion of the three-year program. Thus, the value of the performance shares is tied to stock price performance throughout the performance period.
~~Each executive's individual award under~~Targets for participants whose salary grades are changed during a performance period are prorated. Changes in salary not accompanied by a change in salary grade do not affect the ~~PSP is subject to a potential positive or negative performance adjustment at~~existing targets.
At the end of the performance period, ~~up to a maximum PSP payout of~~the final award may not exceed 200% of ~~target.~~the initial award. The ~~adjustment~~final award is determined by the HRCC following several detailed reviews of ~~Company performance during the performance period.~~company performance. Final awards are based on the ~~Committee's~~HRCC’s evaluation of ~~the Company's~~ConocoPhillips’ performance relative to the ~~established~~pre-established performance metrics
~~(discussed~~ and targets (discussed under "“Process for Determining Executive Compensation—Performance ~~Criteria~~Criteria”") ~~and of each executive's individual performance.~~. The ~~Committee~~HRCC reviews and determines compensation for the CEO and considers input from the CEO with respect to the ~~Named Executive Officers~~ other ~~than himself. Targets for participants whose salary grades are changed during a performance period are prorated for the period of time such participant remained in each respective salary grade.~~NEOs.
In December 2018, the HRCC approved additional changes to the PSP. Effective with performance share programs commencing in 2019, the Strategic Objectives performance measure will be eliminated from PSP and the weighting of relative TSR will increase from 50% to 60% and relative Financial metrics (Adjusted ROCE/CROCE) from 30% to 40%.This change eliminates discretion for determining payouts under the LTIP, which will now be determined solely on a formulaic basis.
Executive Restricted Stock Unit Program
Effective in 2018, in response to stockholder feedback and consistent with market trends, the HRCC implemented the Executive Restricted Stock Unit Program. Like the PSP and Stock Option Program,—~~The~~ the Executive Restricted Stock ~~Option~~Unit Program is designed to ~~maximize medium-~~reward our executive officers for long-term share performance and ~~long-term~~encourage executive retention while incentivizing absolute performance that is aligned with stockholder ~~value.~~interest. The ~~practice under this program~~units vest three years following the date of grant, which is to set option exercise prices at not less than 100 percent of the Company stock's fair market value at the time of the grant. Because the option's value is derived solely from an increase in the Company's stock price, the value of a stockholder's investment in the Company must appreciate before an option holder receives any financial benefit from the option. Options granted in 2015 under our program are time-based and have three-year vesting provisionscompetitive with industry peers, and are ~~exercisable for a period~~settled in cash.
2019 Proxy Statement   57
Table of ~~10 years in order to incentivize our executives to increase the Company's share price over the long term. No individual adjustments were made to 2013, 2014 or 2015 stock option awards,~~Contents
Compensation Discussion and ~~the HRCC formally revised the Stock Option Program for years beginning in 2016 so that no upward adjustment of stock option awards would be allowed.~~Analysis
The combination of the PSP and the Executive Restricted Stock ~~Option~~Unit Program, along with our Stock Ownership Guidelines described under "“Executive Compensation Governance—Alignment of Interests—Stock Ownership and Holding Requirements”" onpage ~~58,~~76, provides a comprehensive package of ~~medium- and~~ long-term compensation incentives for our executives that align their interests with those of our long-term stockholders.
~~Off-Cycle Awards~~Stock Option Program—~~No off-cycle awards were~~
In December 2017, the HRCC approved replacing stock options with time-vested restricted stock units effective with equity grants made in 2018. The practice under the Stock Option Program was to ~~any~~set option exercise prices no lower than the fair market value of ConocoPhillips stock at the time of the grant. Because an option’s value is derived solely from an increase in our stock price, options only reward recipients if the value of our ~~Named Executive Officers~~stock appreciates. Options granted in ~~2013, 2014 or 2015. Pursuant~~2016 and 2017 have three-year vesting provisions and are exercisable for a period of ten years following the grant date in order to incentivize our executives to increase ConocoPhillips’ stock price over the ~~Committee's charter, any off-cycle awards to Senior Officers must be approved by the HRCC.~~ long term.
Off-Cycle Awards
ConocoPhillips may make awards outside the PSP or the Executive Restricted Stock ~~Option Program (off-cycle). Off-cycle awards are granted outside the context of our regular compensation programs.~~Unit Program. Currently, off-cycle awards are generally granted to certain incoming ~~executive personnel~~executives for one or more of the following reasons: (1) to induce an executive to join ~~the Company~~ConocoPhillips (occasionally replacing compensation the executive will lose by leaving the prior employer); (2) to induce an executive of an acquired company to remain with ~~the Company~~ConocoPhillips for a certain period of time following the acquisition; or (3) to provide a pro rata equity award to an executive who joins ~~the Company~~ConocoPhillips during an ongoing performance period ~~for which he or she~~that the executive is ineligible to participate in under the standard PSP or Executive Restricted Stock ~~Option~~Unit Program provisions. In these cases, the HRCC has sometimes approved a shorter period for restrictions on transfers of restricted stock units than those issued under the PSP or Executive Restricted Stock ~~Option~~Unit Program. Any off-cycle awards to Senior Officers must be approved by the HRCC.

40 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

~~Table of Contents~~

Process for Determining Executive Compensation
Our executive compensation programs take into account ~~marketplace~~market-based compensation for executive talent; internal pay equity ~~with~~among our employees; ConocoPhillips’ past ~~practices of the Company;~~practices; corporate, ~~award~~business unit, and individual results; and the talents, skills, and experience that each individual executive brings to ConocoPhillips. Our ~~Named Executive Officers~~NEOs each serve without an employment agreement. ~~In 2010, we~~
provided an offer letter to Mr. Hirshberg as an incentive to accept employment and in recognition of forgone compensation from his prior employer. A discussion of this letter is set forth on page 73 under "~~Other Arrangements~~." All compensation for these officers is set by the ~~Committee~~HRCC as described below.
RISK ASSESSMENT
~~Risk Assessment~~
~~The Company~~ConocoPhillips has considered the risks associated with each of its executive and broad-based compensation programs and policies. As part of the analysis, ~~the Company~~we considered the performance measures ~~used and described under the section titled "~~~~Performance Criteria~~~~" beginning on page 46,~~we use, as well as the different types of compensation, varied performance measurement periods, and extended vesting schedules utilized under each incentive compensation ~~program for both executives and other employees.~~program. As a result of this review, ~~the Company has~~management concluded the risks arising from ~~the Company's~~our compensation policies and practices ~~for its~~
~~employees~~ are not reasonably likely to have a material adverse effect on ~~the Company.~~ConocoPhillips. As part of the ~~Board's~~Board’s oversight of ~~the Company's~~ConocoPhillips’ risk management programs, the HRCC conducts ~~an annual~~a similar review ~~of the risks associated~~ with the ~~Company's executive and broad-based compensation programs. The HRCC and~~assistance of its independent compensation ~~consultant as well as the Company's compensation consultant noted their agreement~~consultant. The HRCC agrees with ~~management's~~management’s conclusion that the risks arising from ~~the Company's~~our compensation policies and practices ~~for its employees~~ are not reasonably likely to have a material adverse effect on ~~the Company.~~ConocoPhillips.
58   ConocoPhillips
~~Human Resources and Compensation Committee~~
Table of Contents
Compensation Discussion & Analysis
HUMAN RESOURCES AND COMPENSATION COMMITTEE
The ~~Committee~~HRCC annually reviews and determines compensation for the CEO and for ~~our Senior Officers, including~~ each of the ~~Named Executive Officers.~~NEOs. This comprehensive process begins in February, when performance targets and target compensation are established, and continues through the following February, when final incentive program payouts are determined. During this annual process, illustrated in the diagram ~~on page 42,~~below, the HRCC makes critical decisions on competitive compensation ~~levels,~~levels; program ~~design,~~design; performance ~~targets,~~targets; corporate, ~~award~~business unit, and individual ~~performance~~performance; and appropriate pay adjustments necessary to reflect short- and long-term performance.
The Committee believes that increasingly challenging performance metrics best assess the corporate performance of the Company relative to its strategy as an independent E&P company. Increasingly challenging targets can mean year-over-year performance target increases for safety, efficiency, emission reductions, unit cost targets,
and margins. It can, however, also mean the same or lower performance targets, recognizing the changing commodity price environment. For example, delivering flat production targets when significant capital and operating cost reductions are made would be increasingly challenging.
Compensation decisions reflect input from the ~~Committee's~~HRCC’s independent consultant and ~~the Company's~~ConocoPhillips’ consultant, stockholders, and ~~management, including~~management. Among other things, the HRCC considers annual benchmark data provided by the consultants, dialogue with ~~the Company's~~our largest stockholders, and four in-depth management reviews of ongoing corporate performance. This comprehensive and rigorous process allows the ~~Committee~~HRCC to make informed decisions and adjust compensation positively or negatively, ~~limited such that in no event may~~although VCIP, PSP, ~~or stock option~~and Executive Restricted Stock Unit awards may never exceed ~~250%, 200%~~250 percent, 200 percent, and ~~100%~~100 percent of ~~target,~~the initial award, respectively.

HRCC ANNUAL COMPENSATION CYCLE
July


>First Performance Review
>Independent third-party benchmarks CEO pay and reviews market trends

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ October
41
>Compensation program risk analysis
>Review market best practices and initial program design concept
>Initial stockholder outreach

~~Table of Contents~~

~~Process for Determining Executive Compensation continued~~
~~HRCC~~ December
>Stockholder feedback shared with HRCC/Board
>Program design approved
>Second performance review
January-March
>Third and fourth performance reviews
>Independent third-party review of peer target compensation and payouts
>Approve incentive payouts
>Approve performance targets and target compensation
May
>Stockholder outreach; feedback shared with the HRCC/Board
>Annual ~~Compensation Cycle~~stockholder vote
MANAGEMENT
~~Management~~
~~The Company's~~ConocoPhillips’ Human Resources department supports the ~~Committee~~HRCC in the execution of its responsibilities and manages the development of the materials for each ~~Committee~~committee meeting, including market data, individual and ~~Company~~company performance metrics, and compensation ~~recommendations for consideration by the Committee.~~recommendations. The CEO considers performance and makes individual recommendations to the
~~Committee~~ HRCC on base salary, annual incentive, and long-term equity compensation with respect to Senior Officers, including all ~~Named Executive Officers~~NEOs other than himself. The ~~Committee~~HRCC reviews, discusses, modifies, and approves, as appropriate, these ~~compensation~~ recommendations. No member of the management team, including the CEO, has a role in determining his or her own compensation.
2019 Proxy Statement     59

42 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

Table of Contents
Compensation Discussion & Analysis
COMPENSATION CONSULTANTS
~~Compensation Consultants~~
~~As set forth in its charter, which can be found on our website, the Committee~~The HRCC has the sole authority to retain and terminate ~~any~~a compensation consultant ~~to be used~~ to assist in the evaluation of the compensation of ~~the Chairman,~~ the CEO and the Senior Officers and has sole authority to approve such ~~consultant's~~consultant’s fees and other retention terms. ~~The foregoing authority includes~~Similarly, the HRCC has authority to retain, terminate, and obtain advice and assistance from external legal, accounting, or other advisors and consultants.
The ~~Committee~~HRCC retained ~~FWC~~FW Cook to serve as its independent executive compensation consultant in ~~2015.~~2018. The ~~Committee~~HRCC has adopted specific guidelines for its outside compensation consultants, which (1) require that work done by such consultants ~~for~~other than at the ~~Company at management's request~~direction of the HRCC be approved in advance by the ~~Committee;~~HRCC; (2) require the HRCC to conduct a review ~~of the advisability of replacing~~to determine if it is advisable to replace the independent consultant after a period of five ~~years~~years; and (3) prohibit ~~the Company~~ConocoPhillips from employing any individual who worked on ~~the Company's~~our account for a period of one year after ~~leaving~~that individual leaves the employ of the independent consultant. ~~FWC~~FW Cook has provided an annual attestation of its compliance with ~~these~~our guidelines.
Separately, management retained Mercer to, among other things, assist it in compiling compensation data, conducting analyses, providing consulting services, and supplementing internal resources for market analysis.
The ~~Committee~~HRCC considered whether any conflict of interest exists with either ~~FWC~~FW Cook or Mercer in light of SEC rules. The ~~Committee~~HRCC assessed the following factors relating to each consultant in its evaluation: (1) other services provided to us by the consultant; (2) fees paid by us as a percentage of the consulting ~~firm's~~firm’s total revenue; (3) policies or procedures maintained by the consulting firm that are designed to prevent a conflict of interest; (4) any business or personal relationships between the individual consultants involved in the engagement and a member of the ~~Committee;~~HRCC; (5) any ~~Company~~ConocoPhillips stock owned by the individual consultants involved in the ~~engagement~~engagement; and (6) any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement. Both ~~FWC~~FW Cook and Mercer provided the ~~Committee~~HRCC with appropriate assurances addressing such factors. Based on ~~such~~this information, the ~~Committee~~HRCC concluded that the work ~~of each~~ of the consultants did not raise any conflict of interest. The ~~Committee~~HRCC also took into consideration all factors relevant to ~~FWC's~~FW Cook’s independence from management, including those specified in Section 303A.05(c) of the NYSE ~~Listed Company~~Listing Manual, and determined that ~~FWC~~FW Cook is independent and performs no other services for ConocoPhillips.
PEERS AND BENCHMARKING
We compete for the ~~Company.~~
~~Peers and Benchmarking~~
~~With~~best talent with our industry peers and with the ~~assistance~~broader market. Accordingly, the HRCC regularly reviews the market data, pay practices, and compensation ranges among both energy industry peers and general industry companies to ensure that we continue to offer competitive executive pay programs. Our peer groups are reviewed regularly by the HRCC and updated as appropriate. To properly benchmark compensation and measure performance, ConocoPhillips has two peer groups, a compensation reference group and a performance peer group. We source peer company data from compensation consultant surveys and public disclosures.
Setting Target Compensation – Compensation Reference Group
Prior Compensation Peer Group and Methodology
As the world’s largest independent E&P company based on production and proved reserves, we are uniquely positioned between the larger integrated companies and the smaller independent E&P companies in terms of ~~our outside compensation consultants, we set~~size and scope. The HRCC’s approach to setting target compensation ~~by referring~~since the spinoff in 2012 was to ~~multiple relevant~~consider the average of the median target compensation ~~surveys that include, but are not limited~~of the integrated companies (BP, Chevron, ExxonMobil, Shell) and the independent companies (Anadarko, Apache, Devon, Marathon Oil, Occidental) in our prior compensation peer group. Averaging the medians was done to ~~large energy companies. We then compare that information to our salary grade targets (both for base salary~~recognize ConocoPhillips’ relative positioning between the integrateds and ~~for incentive compensation) and make any changes needed to bring~~independents. The HRCC also validated the ~~cumulative~~outcome with theFortune50-150 Industrials median. Mr. Lance has had the same target ~~for each salary grade to broadly the 50th percentile for similar positions as indicated by the survey data.~~
For our Named Executive Officers, we conduct benchmarking, using available data, for each individual position. For example, although we determine targets by benchmarking against other large, publicly held energy companies, in setting targets for our executives, we also consider broader categories, such as mid-sized, publicly held energy companies and other large, publicly held companies outside the energy industry. This position benchmarking exercise considers peer market data from the Company's compensation ~~consultant, Mercer, after~~since 2013, which the ~~Committee's independent consultant, FWC, reviews and independently advises~~HRCC arrived at for that year based on the ~~conclusions reached as a result~~average of ~~this benchmarking. The Committee uses~~ the ~~results of these sources~~
~~of compensation information as a factor in setting compensation structure and targets relating to our Named Executive Officers.~~medians methodology.
~~The~~In recent years, the HRCC ~~uses two separate categories of primary peer groups~~noticed significant volatility in ~~designing our compensation programs:~~ the compensation peer group ~~and~~data as turnover of incumbent CEOs occurred. Given the ~~performance peer group. ConocoPhillips utilizes~~challenges with a relatively small compensation peer ~~groups~~group consisting of only nine oil and gas peers, in ~~setting~~2018, the HRCC worked with its independent consultant, FW Cook, to develop a broader compensation ~~targets because these companies are broadly reflective~~reference group that would serve as the source for market comparisons for CEO compensation, expanding our prior compensation peer group and replacing our average of the medians methodology.
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New Compensation Reference Group and Methodology
In 2018, the HRCC approved a new compensation reference group, which provides more statistically robust compensation data from companies with similar compensable factors, addresses the challenging E&P market dynamics that existed in the prior compensation peer group, and is responsive to stockholder feedback. The compensation reference group is made up of 12 energy industry companies and 12 similarly sized general industry companies that are comparable to ConocoPhillips in ~~which it competes for business opportunities~~terms of size, scope, and ~~executive talent,~~compensable factors. This reference group was selected because the companies, as a whole, represent organizations of similar size, scale, complexity, and ~~because we believe these peers provide a good indicator~~global reach as ConocoPhillips. Accordingly, in analyzing the appropriate composition of the current range of executive compensation. Performance peers are those companies in our industry in relation to which we believe we can best measure performance concerning financial and business objectives and opportunities. The companies chosen asreference group that would help inform 2018 target compensation ~~and performance peers have~~decisions, the HRCC considered the following characteristics that led to their selection: complex organizations; publicly traded (and not directed by a government or governmental entity); very large market capitalization; very large production and reserves; competitors for exploration prospects and competitors for the same talent pool of potential employees.criteria:

(1) companies with which we compete for business opportunities and executive talent;
(2) companies with significant operations and capital investments, medium- and long-term project investment cycles, and complex global operations;
(3) size, including revenues, assets, and market capitalization; and
(4) industry focus, particularly companies in the energy industry.

Compensation Reference Group
>3M Company
>Bristol-Myers Squibb Company
>Anadarko Petroleum Corporation*
>Apache Corporation*
>Caterpillar Inc.
>Chevron Corporation*
>Cummins Inc.
>Devon Energy Corporation*

*   Energy industry companies
>Exxon Mobil Corporation*
>General Dynamics Corporation
>Honeywell International Inc.
>Halliburton Company*
>Johnson & Johnson
>Lockheed Martin Corporation
>Marathon Oil Corporation*
>Marathon Petroleum Corporation*
>Merck & Co., Inc.
>Northrop Grumman Corporation
>Occidental Petroleum Corporation*
>Phillips 66*
>Pfizer Inc.
>Raytheon Company
>Schlumberger N.V.*
>Valero Energy Corporation*

The data is used to assess the competitive market value for executive jobs, assess pay practices, validate targets for pay programs, test the compensation strategy, observe trends, and provide a general competitive foundation for decision making. Our compensation reference group had 2017 annual revenues ranging from $4.3 billion to $238.8 billion and median revenues of $31.3 billion (for 2017, we had revenues of $29.8 billion) and year-end 2017 market cap ranging from $14.3 billion to $375.3 billion and median market cap of $58.5 billion (for 2017, we had a market cap of $65.6 billion).
Mercer gathers and performs an analysis of market data for each NEO, comparing each of their individual components of compensation, as well as total compensation, to that of the compensation reference group. This competitive analysis consists of comparing the market data of each of the pay elements and total compensation at the 25th, 50th, and 75th percentiles of the compensation reference group to compensation for each of our NEOs. Total compensation for each NEO is structured to target market competitive pay levels at approximately the 50th percentile in base salary and short- and long-term incentive opportunities, taking into account responsibilities and duties, experience, individual performance, and time in

The chart below shows ConocoPhillips' percentile rank versus the compensation reference group for revenue and year-end market cap for 2017.
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Compensation Discussion & Analysis
position. The HRCC’s independent consultant, FW Cook, reviews and independently advises on the conclusions reached as a result of this benchmarking. In reviewing 2018 target compensation for the CEO, the HRCC considered the median target compensation of the new compensation reference group, which was approximately $16 million. Based on these factors, the HRCC made no changes to the CEO’s 2018 target compensation.
Measuring Performance—Performance Peer Group
Performance peers are those companies in our industry that we believe we can best measure performance by comparing financial and business objectives and opportunities. The HRCC believes our performance is best measured against both large independent E&P companies with diverse portfolios and the largest publicly-held, international, integrated oil and gas companies that we compete against in our business operations. Therefore, for our performance-based programs, the HRCC assessed our actual performance for a given period in comparison to the performance peer group.
The chart below shows ConocoPhillips' percentile rank versus the compensation reference group for target total direct compensation (TDC) and year-end market cap for 2017.

Performance Peer Group

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 43

~~Table of Contents~~

~~Process for Determining Executive Compensation continued~~
~~Compensation and Performance Peers~~
~~The following table shows the companies that we currently consider our peers, together with their market capitalization and production:~~

Market Value
as of 12/31/15
(1) 2014 Production Compensation Performance
Company Name
($billions) (MBOED) (2)(3) Peer Peer
Exxon Mobil Corporation
325 3,969
Chevron Corporation
169 2,571
Royal Dutch Shell plc
146 3,080
BP plc
96 3,151
TOTAL SA
110 2,146
ConocoPhillips
58 1,540
Occidental Petroleum
52 591
BG Group(4)
50 606
Anadarko Petroleum Corporation
25 843
Apache Corporation
17 647
Devon Energy
13 673
Fortune 100 Industrials (for CEO & staff executives)

Marathon Oil Corporation(4)
9 459 Effective for 2016

~~(1)~~
~~Source: Bloomberg.~~

~~(2)~~
~~Based on publicly available information.~~

~~(3)~~
~~Production from continuing operations.~~

~~(4)~~
Due to the pending acquisition of BG Group by Royal Dutch Shell plc, the HRCC approved the replacement of BG Group by Marathon Oil Corporation with regard to performance periods that include the years 2016 and later.
~~Setting Compensation Targets~~~~—Compensation Peer Group~~
At the February 2015 HRCC meeting, in setting total compensation targets and targets within each individual program, the HRCC used the compensation peer group indicated in the table above for benchmarking purposes. The HRCC also utilized this group of peer companies for benchmarking the compensation of ConocoPhillips' Named Executive Officers. In addition, for the CEO and staff executive positions, the HRCC considers the Fortune 100 Industrials (non-financial companies) when setting target compensation. Staff executive positions include executives who have duties not solely or primarily related to our operations, such as finance, legal, accounting and human resources.
~~Measuring Performance~~~~—Performance Peer Group~~
The HRCC believes our performance is best measured against both large independent E&P companies and the largest publicly held, international, integrated oil and gas companies against which we compete in our business operations. Therefore, for our performance-based programs, the Committee assessed our actual performance for a given period by using the performance peer group indicated in the table above.
Once an overall target compensation level is established, the Committee considers the weighting of each of our primary compensatory programs (Base Salary, VCIP, PSP and Stock Option Program) within the total targeted compensation, as discussed under "~~Salary Grade Structure~~~~" and "~~~~Internal Pay Equity~~."

>Anadarko Petroleum Corporation
>Apache Corporation
>BP plc
>Chevron Corporation

>Devon Energy Corporation
>Exxon Mobil Corporation
>Marathon Oil Corporation

44
~~ConocoPhillips~~>   ~~2016 PROXY STATEMENT~~Occidental Petroleum Corporation
>Royal Dutch Shell plc
>Total SA

INTERNAL PAY EQUITY

~~Table of Contents~~

~~Salary Grade Structure~~
Management, with the assistance of its outside compensation consultant, thoroughly examines the scope and complexity of jobs throughout ConocoPhillips and studies the competitive compensation practices for such jobs. As a result of this work, management has developed a compensation scale under which all positions are designated with specific "salary grades." For our
executives, the base salary midpoint increases as the salary grade increases, but at a lesser rate than increases in target incentive compensation percentages. The result is an increased percentage of "at risk" compensation as the executive's salary grade is increased. Any changes in compensation for our Senior Officers resulting from a change in salary grade are approved by the HRCC.
~~Internal Pay Equity~~
We believe our compensation structure provides a framework for an equitable compensation ratio ~~between~~among our executives, with higher targets for jobs ~~at salary grades having~~involving greater duties and responsibilities. ~~Taken as a whole, our~~Our compensation program is designed so that the individual target level rises as salary grade level increases, with the portion of performance-based compensation rising as a percentage of total targeted compensation. One result of
this structure is that an ~~executive's~~executive’s actual total compensation as a multiple of the total compensation of his or her subordinates ~~is designed to~~will increase in periods of above-target performance and decrease in times of below-target performance. ~~In addition, the~~The HRCC ~~also~~ reviews the compensation of Senior Officers periodically to ensure the equitable compensation of officers with similar levels of responsibilities.
~~Developing Performance Measures~~
DEVELOPING PERFORMANCE MEASURES
We believe our performance ~~metrics have~~measures appropriately ~~assessed~~reflect the performance of ~~the Company relative to its~~ConocoPhillips consistent with our strategy as an independent E&P company. ~~Consistent with this focus,~~Specifically, the HRCC has approved a balance of metrics, some ~~of which~~that measure performance relative to our peer group and some ~~of which~~that measure progress in executing our strategic milestones and objectives. We have selected multiple metrics, as described herein, because we believe no single metric is sufficient
to capture the performance we are seeking to ~~drive, and~~drive. Moreover, reliance on any metric in isolation is unlikely to promote the well-rounded executive performance necessary to enable us to achieve long-term success. It is for this reason that metrics are assessed in tandem, rather than each with a separate weighting and threshold. The ~~Committee~~HRCC reassesses performance metrics periodically to confirm that they remain appropriate.
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Compensation Discussion & Analysis
SETTING INCREASINGLY CHALLENGING TARGETS
Targets for each metric are set in accordance with our rigorous internal budget. The HRCC believes that increasingly challenging performance metrics best assess ~~the~~ConocoPhillips’ performance ~~of the Company~~ relative to its strategy as an independent E&P company.

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 45

~~Table of Contents~~

~~Process~~ Increasingly challenging targets can mean year-over-year performance target increases for ~~Determining Executive Compensation continued~~safety, efficiency, emission reductions, unit cost targets, and margins. However, it can also mean the same or lower performance targets, recognizing the changing commodity price environment. For example, delivering flat production targets following significant capital and operating cost reductions or establishing production targets below those set in prior years after significant asset dispositions would be considered “increasingly challenging.”
PERFORMANCE CRITERIA
~~Performance Criteria~~
We use corporate ~~and award unit~~ performance criteria in determining individual ~~payouts. In addition,~~payouts for our ~~programs contemplate that the Committee will exercise discretion in assessing and rewarding individual performance.~~NEOs. The HRCC considers all the elements described below before making a final determination. ~~For VCIP~~In response to stockholder feedback and
~~PSP, the HRCC approved certain metrics and the weight considered for each metric,~~ consistent with our strategy and focus as an independent E&P ~~company.~~company, the HRCC approved certain measures for VCIP and PSP and the weight assigned to each measure. This is reflected in the charts below. ~~For program periods through 2015, the HRCC assigned approximately the following weights to the measures under VCIP and PSP:~~
VCIP

PSP
2019 Proxy Statement   63
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Corporate Performance Criteria
We utilize multiple measures of performance ~~under~~in our compensation programs to ensure that no single aspect of performance is driven in isolation. ~~For~~The HRCC approved compensation metrics that are consistent with our strategic cash flow allocation priorities and, therefore, align with our goal to deliver superior returns to stockholders through price cycles. See“Continued Strong Execution of our Value Proposition in 2018” beginning onpage 52for a discussion of ~~the reconciliation of these measures with generally accepted accounting principles, refer to Appendix A~~our value proposition and ~~the Company's Annual Report on Form 10-K for the year ended December 31, 2015.~~
~~Metrics:~~
strategic priorities. The HRCC has approved certain corporate-level performance criteria to reflect the circumstances of the Company as an independent E&P company. The HRCC makes the determination, in judging how well the Company achieved these metrics, ofdetermines the ultimate payout of our ~~programs.~~programs based on how well ConocoPhillips achieves the targets set for these metrics. The ~~performance measures~~compensation metrics and how they align with our strategic priorities and desired outcomes are ~~as follows:~~described below.
•
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Health, Safety, and Environmental ~~("HSE")~~(VCIP and PSP)—
Everything we do depends on safely executing our business plans and operating to high standards of HSE stewardship. We ~~seek~~view this as our fundamental license to beoperate. We have a ~~good employer, good community member~~comprehensive HSE program across our entire company, which includes criteria for process and ~~good steward of the environmental resources we manage. Therefore, we incorporate multiple HSE metrics to comprehensively assess our performance, including Significant~~personal safety. We include relative Total Recordable Rate and ~~High Risk Events, Major~~absolute Process Safety Events ~~Process Fluid Containment,~~ in our compensation metrics to reinforce our commitment to be an industry leader in HSE, drive continuous HSE improvement, and provide accountability for HSE at all levels of the organization, including among our senior leaders.
Total Recordable ~~Incident Rates and Lost Workday Rates.~~

•
~~Operational~~~~—This measure was adopted to focus on various operational elements. For VCIP, these include absolute targets for~~

~~Production, Capital Expenditures, Operating & Overhead Costs, Direct Operating Efficiency (a~~Rate is a measure of the rate of recordable injury cases in a year. Process Safety Events refers to the control of process hazards in a facility with the potential to impact people, property, or the environment. This includes the prevention, control, and mitigation of unintentional releases of hazardous material or energy from primary containment. We invest significant resources and provide focused attention to continually improve our safety culture and performance across the entire company.
Operational (VCIP only)
As an E&P company, strong operational ~~up-time), Reserve Replacement Ratio, and milestones~~performance is essential for ~~Exploration and Capital. For PSP, the elements~~delivering on our commitments to stockholders. Our operational compensation metrics include absolute targets for Production, Capital, Operating and ~~Reserve Replacement Ratio. Although management may~~Overhead Costs, and Operational Milestones.
Our primary source of revenue and cash flow is the sale of our produced oil and gas. Therefore, we set ~~internal~~an annual Production target, and we measure the achievement of production results against the approved target. Importantly, our annual Production target is tied to annual targets for Capital, Operating and Overhead Costs, and Operational Milestones. This is designed to ensure that we don’t inadvertently incentivize actions, such ~~elements~~as growing at all costs, that are misaligned with our strategic priorities. Effective capital and operating cost management also helps us achieve a low cost of supply portfolio in ~~accordance~~support of our returns-focused strategy. The Operational targets are also designed to create alignment within our workforce around delivering business plans while maintaining discipline. Our Operational Milestones are intended to drive a focus on key actions or decisions that support delivery of our plan.
Financial (VCIP and PSP)
The Financial metrics in our compensation programs strongly align with ~~the budget~~our returns-focused strategy and ~~strategic plans, review~~are core to delivering our value proposition of ~~this measure~~superior returns through cycles. Furthermore, based on observation and ~~determination of performance success is made by the HRCC.~~

•
analysis, we believe that our Financial~~—This measure comprises several~~ compensation metrics also strongly correlate to total shareholder returns and, thus, value creation for stockholders. We include adjusted ROCE and adjusted CROCE in both our VCIP and PSP programs to ensure that we maintain financial ~~measures.~~ discipline and balance short- and long-term performance.
For VCIP ~~it includes review of cash margins~~ and ~~net income per barrel of oil equivalent (BOE), both~~PSP, our Financial compensation metrics include adjusted ROCE and adjusted CROCE based on absolute and relative to peers, as well as absolute ROCE (discussed below) and CROCE (discussed below). For PSP, the elements include cash margins per BOE, both absolute and relative to peers, ROCE/CROCE, both absolute and relative to peers, and Production per Debt Adjusted Share,improvement relative to peers. ~~Although management may set internal targets~~These are measured from third quarter to third quarter for ~~such elements~~the relevant period for VCIP and PSP since full-year peer data is not publicly available at the time the HRCC makes its annual assessment of performance.
Each of the Financial metrics are described in ~~accordance with the budget and strategic plans, review of this measure and determination of performance success is made by the HRCC.~~

more detail below:
Adjusted Return on Capital ~~Employed—Our businesses are capital intensive, requiring large investments, in most cases over a number of years, before tangible financial returns are achieved. Therefore,~~
Employed ("ROCE")

46 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

~~Table of Contents~~

we– ROCE is an important metric for ensuring that ConocoPhillips is efficiently allocating capital. We believe that ROCE is a ~~good~~strong indicator of long-term ~~Company~~share price performance, but it should also be included in short-term compensation metrics to reinforce discipline and ~~management performance is~~a focus on profitability.
We adjust ROCE to remove the ~~measure known as return on capital employed ("ROCE").~~impact of non-operational results and special items that are unusual or nonrecurring. We calculate adjusted ROCE as ~~a ratio, the numerator~~follows:
adjusted earningsplusafter-tax interest
expenseplus minority interest ÷ average capital employed
(total equityplus total debt)
2019 Proxy Statement     65
Table of which is net income plus after-tax interest expense, and the denominator of which is average capital employed (total equity plus total debt). In calculating ROCE, we adjust the net income (loss) of the Company for certain non-core earnings impacts.

Contents
Compensation Discussion & Analysis
Adjusted Cash Return on Capital ~~Employed—~~Employed ("CROCE")– Similar to adjusted ROCE, ~~cash return on capital employed ("CROCE")~~adjusted CROCE measures ~~the Company's~~ConocoPhillips’ performance in efficiently allocating ~~its~~ capital. However, while adjusted ROCE is based on adjusted ~~net income (loss),~~earnings, adjusted CROCE is based on cash ~~flow, measuring~~flow. This is relevant because it measures the ability of ~~the Company's~~our capital ~~employed~~investments to generate ~~cash.~~and expand cash flow consistent with our value proposition. We also adjust CROCE ~~is calculated by dividing~~to remove the impact of non-operational results and special items that are unusual or nonrecurring. We calculate adjusted ~~EBIDA (earnings before interest,~~ CROCE as follows:
adjusted earningsplus after-tax interest
expenseplusminority interestplusdepreciation,
depletion and amortization (DD&A) ÷ average capital employed
(total equityplus total debt)
Strategic Milestones and ~~amortization, adjusted~~Objectives (VCIP and PSP)
Delivering on our value proposition requires that we take actions and steward the business in ways that are not exclusively operational or financial in nature. Our Strategic Milestones and Objectives represent specific actions that are critical to implementing our strategy and aligning our workforce. Strategic Milestones are set annually for ~~non-core earnings impacts) by average capital employed (total equity plus total debt).~~

~~Production per Debt Adjusted Share—Production per share after adjusting~~VCIP, and Objectives are included for ~~outstanding debt per share. The formula is:~~
•
~~Strategic Plan~~~~—This measure is an analysis made by~~each three-year PSP period. These metrics provide a direct link from our stated strategy to metrics in the HRCC of the Company's progress in implementing its strategic plan over a given performance period. This measure contains several distinct elements. For VCIP, these include Progress to Cash Flow Neutrality in 2017, Maintain Financial Strength and Flexibility, Organization (collaboration and matrix management), Align Growth Options with the 2015 $11.5 Billion Capital Program and Stakeholder Relationships. For PSP, in addition to those elements, it also includes Culture, Governance, Diversity, Opportunity Capture, Policies/Controls, Reputation and Asset Sales.compensation plans.

•
Relative Total Shareholder Return (VCIP and PSP)—
We believe our Operational and Financial measures and Strategic Milestones and Objectives have a strong, positive correlation to TSR in our sector. Thus, as we pursue these measures, we expect to achieve superior returns to stockholders; TSR is the best overall indicator of our success. By integrating compensation metrics with strategic priorities, we believe we are strongly aligned with stockholder interests across time periods and through cycles.
We believe it is important to include TSR in both VCIP and PSP because it is the most tangible, visible measure of the value we have created for stockholders during the relevant period. However, TSR has a stronger weighting in the PSP to more closely align with stockholder performance benchmarks and to discourage short-term actions over long-term value creation.
TSR represents the percentage change in ~~a company's common~~ stock price from the beginning ~~of a period of time~~ to the end of ~~the~~a stated period, ~~and assumes~~plus the percentage impact from common stock dividends paid during the stated period assuming dividends are reinvested into ~~that common~~the stock. We use a total shareholder return measure because it is the most tangible measure of the value we have provided to our stockholders during the relevant program period. We seek to mitigate the influence of industry-wide or market-wide

~~conditions on stock price by using total shareholder return relative to our performance peer group.~~ Consistent with market practice, ~~this percentage is measured using~~we calculate TSR for compensation purposes based on a 20-trading day simple average prior to the beginning of a period ~~of time~~ and a 20-trading day simple average prior to the end of the stated ~~period, and assumes common stock dividends paid during the stated period are reinvested.~~
period.
~~Differences between the VCIP and PSP programs reflect the differences in the employee populations participating in the programs: VCIP is broadly based, with virtually all of~~We measure TSR relative to our ~~employees participating, while PSP is confined to senior management. In addition, VCIP uses a one-year~~ performance ~~period, while PSP uses a three-year performance period.~~
~~Award Unit Performance Criteria~~
With regard to VCIP, we measure the performance of the award units to which employees are assigned. There are 38 discrete award units within the Company designed to measure performance and to reward employees according to business outcomes relevant to the award group. Although most employees participate in a single award unit designated for the operational or functionalpeer group to ~~which such employee is assigned, a Senior Officer may participate in a blend~~mitigate the influence of the results of more than one of these award units depending on the scope and breadth of his or her responsibilities over the performance period. Members of our executive leadership team, which includes all of the Named Executive Officers, are handled somewhat differently, with the results from all award units being blended together on a salary-weighted basis (that is, the proportion of the total salaries of employees in that award unit to the total salaries paid by the Company) to determine the expected payout for the award unit portion of VCIP, subject to the discretion of the HRCC to set the payout otherwise.
~~Performance criteria are goals consistent with the Company's operating plan and include quantitative and qualitative metrics specific to each award unit,~~sector-wide factors, such as production, control of costs, health, safety and environmental performance, support of corporate initiatives, and various milestones set by management. At the conclusion of a performance period, management makes a recommendation basedcommodity price volatility, on the unit's performance for the year against its performance criteria. The HRCC then reviews management's recommendation regarding each award unit's performance and has discretion to adjust any such recommendation in approving the final awards.our stock price.
66     ConocoPhillips

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 47

Table of Contents

~~Process for Determining Executive Compensation continued~~
~~Individual Performance Criteria~~
Individual adjustments for our Senior Officers, including our Named Executive Officers, are approved by the HRCC, based on the recommendation of the CEO (other than for himself). The CEO's individual adjustment is determined by the Committee taking into account the prior review of the CEO's performance, which is conducted jointly by the HRCC and the Lead Director. The HRCC considers individual adjustments for each Named Executive Officer based on a subjective review of the individual's personal leadership and contribution to the Company's financial and operational success. The HRCC considers the totality of the executive's performance in deciding on any positive or negative individual adjustment.
~~Tax-Based Program Criteria~~
Our incentive programs are also designed to conform to the requirements of section 162(m) of the Internal Revenue Code, which allows for deductible compensation in excess of $1 million if certain criteria, including the attainment of pre-established performance criteria, are met. In order for a Named Executive Officer to receive any award under either VCIP or PSP, certain threshold criteria must be met. This tier of performance measure and methodology is designed to meet requirements for deductibility of these items of compensation under section 162(m) of the Internal Revenue Code. Pursuant to this tier, maximum payments for the performance period under VCIP and PSP are set, but they are subject to downward adjustment through the application of the generally applicable methodology for VCIP and PSP awards previously discussed, effectively establishing a ceiling for VCIP and PSP payments to each Named Executive Officer. Threshold performance criteria for VCIP and PSP differed, due primarily to the different lengths in the threshold performance periods.
~~For 2015 VCIP, the criteria required that the Company meet one of the following measures as a threshold to an award being made to any Named Executive Officer:~~
~~(1)~~
~~Among the top seven of eleven specified companies in total shareholder return;~~
~~(2)~~
~~Reserve additions of at least 250 MMBBLS; or~~

~~(3)~~
~~Cash from operations of at least $2.5 billion.~~
~~For PSP, the criteria for the 2013-2015 program period required that the Company meet one of the following measures as a threshold to an award being made to any Named Executive Officer:~~
~~(1)~~
~~Among the top seven of eleven specified companies in total shareholder return;~~

~~(2)~~
~~Reserve replacement (normalized for the impact of assets sales and assumptions made in our budgeting process) of at least 100%; or~~

~~(3)~~
Cash from operations (normalized for the impact of asset sales and assumptions made in our budgeting process as to price for oil equivalents and excluding non-cash working capital) of at least $31.5 billion.
For both the 2015 VCIP and the PSP 2013-2015 program period, the specified companies for comparison were ConocoPhillips, ExxonMobil, Royal Dutch Shell, Chevron, Total, BP, Occidental, BG Group, Anadarko, Devon and Apache.
The performance criteria for this purpose are set by the HRCC and may change from year to year, although the criteria must come from a list of possible criteria set forth in the stockholder-approved 2011 Omnibus Stock and Performance Incentive Plan (the 2014 Omnibus Stock and Performance Incentive Plan for performance periods beginning after May 13, 2014). The award ceilings are also set by the HRCC each year, although they may not exceed limits set in the applicable stockholder-approved Omnibus Stock and Performance Incentive Plan. Determination of whether the criteria are met is made by the HRCC after the end of each performance period. While this design is intended to preserve deductibility, the Committee reserves the right to grant non-deductible compensation and there is no guarantee that compensation payable pursuant to any of the Company's compensation programs will ultimately be deductible.

48 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

~~Table of Contents~~Compensation Discussion & Analysis
~~2015~~2018 Executive Compensation Analysis and Results
The following is a discussion and analysis of the decisions the HRCC made regarding our NEOs in 2018.
BASE SALARY
The HRCC reviews base salary annually for each of the NEOs. Base salary for the CEO has remained unchanged since March 1, 2013. In consideration of his broad scope of responsibilities as Chief Financial Officer, the HRCC approved a five percent increase in ~~compensating our Named Executive Officers~~base salary for Mr. Wallette effective July 1, 2018. Base salary for the other NEOs remained unchanged in ~~2015.~~2017 and 2018.
The table below shows the base salary for each NEO earned during the years ended 2017 and 2018:
Name 12/31/2017 12/31/2018
R.M. Lance       $1,700,000       $1,700,000
D.E. Wallette, Jr. 961,400 985,444
M.J. Fox 1,241,000 1,241,000
A.J. Hirshberg 1,205,600 1,205,600
K.B. Rose — 241,938 ⁽¹⁾
J.L. Carrig (retired) 760,032 672,333 ⁽²⁾
⁽¹⁾ Ms. Rose was appointed as Senior Vice President, Legal, General Counsel, and Corporate Secretary on September 4, 2018. The amount in the table above includes the base salary she earned during the portion of 2018 that she served as an executive officer. Ms. Rose had an annualized salary of $735,000 in 2018.
⁽²⁾ Ms. Carrig retired effective October 1, 2018.
PERFORMANCE-BASED PROGRAMS
In determining performance-based compensation awards for our ~~Named Executive Officers~~NEOs for performance periods concluding ~~in 2015,~~at the end of 2018, the HRCC began by ~~considering~~assessing overall ~~Company~~company performance. To that end, the HRCC considered the performance reviews throughout and after the performance period ended to assess the degree of difficulty in achieving absolute performance targets. The ~~Committee then considered any adjustments~~HRCC applied the approved payout matrix to the ~~awards~~results of the relative TSR and Financial metrics and made a payout determination for the absolute performance metrics under our ~~three~~two performance-based compensation programs (VCIP ~~PSP~~ and ~~Stock Option Program)~~PSP).
The HRCC followed the matrix below in ~~accordance with their terms and pre-established criteria, as the Committee retains the discretion to make a positive or negative adjustment to awards based on~~making its determination of ~~appropriate payouts. As a result,~~payouts for the ~~Committee made~~relative financial metrics (adjusted ROCE/ CROCE) and TSR in the ~~following award decisions under the Company's performance-based compensation programs.~~VCIP and PSP programs:
~~Annual Incentive—Variable Cash Incentive Program (VCIP)~~
Relative Ranking 1st - 2nd 3rd 4th 5th 6th 7th 8th 9th 10th - 11th
Payout       200%       175%       150%       125%       100%       75%       50%       25%       0%
Annual Incentive—Variable Cash Incentive Program (VCIP)
All of our employees are eligible for VCIP. The VCIP payout for our Executive Leadership Team, including the NEOs, is calculated using the following ~~formula for all employees, including Senior Officers, subject~~formula. The HRCC has the sole authority to ~~HRCC approval and discretion to set~~determine the ~~award:~~corporate performance payout based on its assessment of our performance against our metrics.
Eligible
Earnings X Target Percentage
for the Salary Grade X Corporate Performance
Payout ± Any Individual
Performance Adjustment
Note: VCIP awards for all other employees are based on a combination of corporate performance and business unit performance.
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Compensation Discussion & Analysis
VCIP Corporate Performance
We incorporate a balance of metrics into our annual incentive program that align with delivering our value proposition and maintaining competitiveness versus peers. Our program includes both line-of-sight and strategic metrics, as well as both absolute and relative metrics. We do not believe that a single metric is sufficient for driving the behaviors or performance we seek. Therefore, we carefully consider and select a combination of metrics that best ensures accountability across the organization for both short- and longer-term business success. The HRCC periodically reviews and reassesses the VCIP ~~program is designed~~performance metrics to ~~incentivize all employees worldwide to execute their duties in a way~~confirm that ~~achieves the Company's approved strategy.~~ they remain appropriate for driving desired performance outcomes.
In December ~~2014,~~2017, the ~~Committee~~HRCC approved the five corporate performance measures ~~(Health, Safety~~(HSE; Operational; Financial; Strategic Milestones; and ~~Environmental, Operational, Financial, Strategic Plan, and Total Shareholder Return)~~TSR) by which it would judge ~~performance.~~corporate performance for VCIP. Each of the performance measures was ~~given~~assigned equal weight.
The HRCC determines the ultimate payout of our programs based on the extent to which ConocoPhillips achieves the targets established under the five corporate performance measures set forth above. These measures directly correspond to our strategic cash flow allocation priorities, which support our goal to deliver superior returns to stockholders through price cycles. See“Executive Compensation – Strategic Alignment” onpage 54and“Process for Determining Executive Compensation — Performance Criteria” beginning onpage 63.
Setting Targets for 2018
The HRCC reviews and approves targets for the performance metrics annually. The process begins with our rigorous internal budget, which is set each year across the organization and then approved by our Board. For setting VCIP targets, the outputs from the internal budget are reviewed for alignment with the value proposition, as well as degree of difficulty. The HRCC believes that targets should reflect a reasonable chance of achievability, but also be challenging. Significant effort is invested to ensure that the metrics and targets reflect both a desire for continuous improvement and a realistic assessment of changes in the market environment or our portfolio. In the case of HSE, Operational, and Strategic Milestones metrics, the HRCC does not believe either a matrix or a threshold-maximum approach is appropriate given the significant volatility of the business in any given year. For these, the HRCC relies on a rigorous and transparent review process with management and exercises its judgment based on its knowledge of the business to assess degree of difficulty and determine the appropriate payout (seeHRCC Review Processbelow). In our 2018 outreach, stockholders commended the improved disclosures in our proxy statement regarding our programs and were generally very satisfied with the level of disclosure around our process; and we have continued to increase transparency around targets and results.
HSE
We target top-quartile performance relative to our peers for Total Recordable Rate and absolute continuous improvement for Process Safety Events. We target being an industry leader in HSE in an effort to drive continuous HSE improvement and provide accountability for HSE at all levels of the organization, including among our senior leaders.

Production
The target was set at 1,215 MBOED, which represented the midpoint of the initial guidance range provided to the marketplace in early 2018 of 1,195-1,235 MBOED. The guidance reflected underlying production as adjusted for the impact of 2017 dispositions and excluded expected 2018 acquisitions and dispositions and Libya. On this adjusted basis, the Production target represented underlying growth of approximately five percent, consistent with the operating plan outlined to the marketplace. The HRCC considered the target to be increasingly challenging when balanced with a lower Operating and Overhead Costs target and only a slightly higher Capital target (see below).

Operating and Overhead Costs
The target was set at $5.7 billion, which excluded adjustments for expected 2018 acquisitions and dispositions and was consistent with the operating plan outlined to the marketplace. The target represented an improvement in unit operating costs versus 2017, despite an expectation of higher underlying production volumes, which is difficult to achieve. While higher production generally means higher costs overall, ConocoPhillips remains focused on growing the most profitable volumes to improve margins, grow cash flow, and generate strong financial returns.

Capital
The target was set at $5.5 billion, which excluded adjustments for expected 2018 acquisitions and dispositions and was consistent with the operating plan outlined to the marketplace. The Capital target was modestly higher than the 2017 target to account for scope changes and optimizations across the business.
68     ConocoPhillips
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Compensation Discussion & Analysis
Operational Milestones
In the Lower 48, milestones included executing the unconventional development program (Eagle Ford, Permian, Bakken, Niobrara). In Europe, milestones included development activities for Ekofisk and achieving first production from the non-operated Clair Ridge and Aasta Hansteen projects. In Alaska, milestones included delivering production from GMT-1. In Asia Pacific and Middle East there were milestones for achieving production from the non-operated Bohai Phase 3 project in China as well as progressing the Barossa project in Australia as the leading backfill candidate for Darwin LNG. Finally, there were two exploration milestones, with the first related to progressing evaluations of five key growth opportunities and the second related to capturing resources through acreage access in key focus areas that improve the depth, quality, and flexibility of the portfolio.
Strategic Milestones
Our Strategic Milestones included delivering our value proposition through growing production per debt-adjusted share more than 10 percent annually; reducing our debt to $17.5 billion by year-end; and returning at least 20-30 percent of cash from operations to stockholders.
The HRCC believes these targets, which aligned with external guidance provided in late 2017 and early 2018, were challenging and consistent with ConocoPhillips’ disciplined, returns-focused strategy.
For relative Financial and TSR metrics, the HRCC has established a matrix for assessing payout. Seepage 67.
HRCC Review Process
In determining award payouts under VCIP, ~~in 2015, members of~~ the ~~Committee~~HRCC met four times with management to review progress and performance against the ~~measures~~approved metrics. The third review with the HRCC in January 2019 focused on the detailed final results for each performance metric relative to the targets, a degree of difficulty discussion, and an explanation of normalization adjustments back to the ~~approved metrics.~~budget. The final review in February 2019 focused on a summary of the results for each performance metric and deliberation and determination of a payout by the HRCC. This process allows the ~~Committee~~HRCC to consider results, degree of difficulty, and normalization adjustments in one meeting and make informed payout decisions in a separate meeting. Results for Production, Operating and Overhead Costs, and Capital, as applicable, are normalized to ~~positively~~account for acquisitions and dispositions (e.g., additional interest acquired in Western North Slope and Greater Kuparuk Area in Alaska; Montney acreage acquisition in Canada; and sale of 16.5 percent interest in the Clair Field in the UK), foreign exchange rates, commodity price-related adjustments of actuals to targets and related tax and production-sharing contract impacts, and items beyond the control of management (e.g., production impacts from hurricanes, although none were material in 2018). This allows the HRCC to measure results against targets on a consistent basis and measure management performance so there is no benefit or ~~negatively adjust payouts where~~detriment to executive compensation for these items. The normalization adjustments are reviewed by and discussed with the HRCC.
2018 Results
HSE (absolute & relative)
We achieved another strong HSE year, although we did not see continuous improvement on all HSE metrics versus the record year we had in 2017. We maintained our lowest combined Total Recordable Rate on record while increasing activity and achieved top-quartile safety performance relative to our performance peers with an improved ranking compared to 2017. We continue to be recognized as an industry leader. Multiple external recognitions included ConocoPhillips being named to the Dow Jones Sustainability Index for the twelfth year, ranked as the highest energy company in North America; receiving the best possible score of “1” on ISS’s E&S QualityScore, and second highest score of “AA” from MSCI (up from an “A” rating in 2017); being recognized by the Norwegian government as model operator for HSE; being UK benchmarked as a top quartile operator by the regulator; being a finalist in six categories of UK offshore industry safety awards, having won in the safety leadership and workforce engagement categories; and Marine having received the Rear Admiral William M. Benkert Osprey Award for Environmental Excellence for an unprecedented second time in 2018.
2019 Proxy Statement   69
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Compensation Discussion & Analysis
Despite our overall strong performance in HSE, our serious incidents and Tier 1 Process Safety Events increased versus 2017. We strive to raise the bar of HSE performance every year, and our performance on serious incidents and Tier 1 Process Safety Events was not consistent with the continuous improvement HSE standards we set for ourselves. Although our TRR and industry leadership exceeded expectations, in consideration of the decline in performance of serious incidents and Tier 1 Process Safety Events, and with safety being a top priority at ConocoPhillips, the HRCC determined a below target payout was warranted. ~~While we are pleased~~
Operational (absolute)
Our exceptional operating performance resulted in adjustedProduction of 1,240 MBOED, which was approximately two percent above the 2018 VCIP target and above the upper end of our early 2018 external guidance. Higher-than-expected production was driven by strong performance in the Lower 48 unconventionals (including higher non-operated production), continued outperformance in the UK, and various other improvements across our operations, which more-than-offset the difficulty of overcoming a production outage of third-party volumes in Malaysia. We outperformed ourOperating and Overhead Costs target of $5.7 billion, despite the additional cost associated with higher production. The actual result of $5.6 billion, adjusted for a minor price-related and foreign exchange impact, reflects our ~~progress against~~ongoing focus on driving cost efficiencies across our portfolio in service to higher financial returns. OurCapital spending of $6.1 billion, adjusted for 2018 acquisitions and dispositions, exceeded our 2018 VCIP target by about 11 percent. This outspend was due to higher-than-expected partner spending, inflationary forces (e.g., escalation and foreign exchange rates), and a modest increase in scope for Lower 48 unconventional programs. These factors were somewhat offset by various reductions across the ~~corporate performance measures in 2015, it is impossible to ignore~~rest of the ~~dramatic weakening of oil and gas prices.~~portfolio. We ~~successfully executed our plans against a rapidly changing environment. We met~~also achieved or exceeded ~~most~~all of our ~~operational goals, completed major project startups and turnaround activities, and improved~~Operational Milestones (seeSetting Targets for 2018above). Although we spent slightly above our ~~underlying cost structure and safety~~Capital target, all other Operational metrics exceeded expectations; as such, the HRCC determined an above target payout was warranted.
~~performance.~~ Financial (relative)
We delivered on the things we could control. However, our financial performance was unfavorably impacted by the factors we could not control. An unprecedented downturn in oil and gas prices had a dramatic impactoutperformed on our ~~2015~~Financial metrics. Our financial returns results ranked near the top relative to our performance peers. Our ROCE absolute improvement relative to peers ranked 2nd and ~~continues~~CROCE absolute improvement relative to challenge the industry. While 2016 is barely underway, we have already taken significant actions to adjust our operating plan and reduce our dividend in response to very weak commodity prices and tightening credit markets across the industry.
~~In assessing our 2015 VCIP performance, the Committee felt it was important to recognize the~~peers ranked 3rd. Our strong operational performance helped drive these top-quartile results. The HRCC followed the ~~Company~~matrix onpage 67 in making its determination of the payout for these relative financial metrics.
Strategic Milestones (absolute)
The Strategic Milestones are aligned with the strategic priorities set out at the November 2017 Analyst & Investor Meeting. We outperformed on all of the milestones primarily due to above target distributions, accelerated debt paydown and stronger-than-expected production. We exceeded our goal of returning cash from operations to stockholders by increasing our dividend by 15 percent and expanding our planned buybacks from $1.5B to $3B. We achieved ~~last year, while acknowledging~~our debt reduction milestone 18 months ahead of schedule, which strengthened our position to deliver improved cash and financial returns at lower crude prices. We significantly exceeded our production per debt-adjusted share growth milestone due to better-than-expected underlying production growth, accelerated debt reduction, and increased repurchases. The HRCC determined an above target payout was warranted given ConocoPhillips’ accelerated execution of our returns-focused strategy resulting in outperformance of all Strategic Milestones metrics.
TSR
We ranked first in TSR compared to our performance peers. Based on the 20-day average methodology, TSR for 2018 was 22 percent, which significantly outperformed all peers and the S&P 500 index. The HRCC followed the matrix onpage 67 in making its determination of the payout for this relative TSR metric.
These results reflect a strong positive response to the strategy we launched in late 2016 and continue to execute. The HRCC believes that ~~prices negatively impacted our financial~~a 159 percent corporate performance ~~and our total shareholder return was negative. Thus, our 2015 VCIP~~ payout reflects ~~our efforts to balance our 2015 operational success with the financial realities of the business, and the HRCC exercised discretion to reduce the 2015 VCIP payout related to corporate~~ConocoPhillips’ overall strong performance ~~as noted on the following page.~~in 2018.
70   ConocoPhillips

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 49

Table of Contents

~~2015 Executive~~ Compensation Discussion & Analysis ~~and Results continued~~
The ~~Committee~~HRCC considered the following quantitative and qualitative performance measures and made the following program and adjusted payout decisions:
*
Our operating costs reduction for 2015 vs. 2014 is a non-GAAP financial measure, and excludes dry holes and leasehold impairment. Our total production and operating, selling, general and administrative and exploration expenses increased 4% due to increased dry hole expense and leasehold impairments. A reconciliation determined in accordance with U.S. GAAP as well as a discussion of the usefulness and purpose of operating costs reduction are shown in Appendix A and at www.conocophillips.com/nongaap.

**
~~Includes ~$0.3B from liquidation of certain deferred compensation investments accounted for as cash from investing activities and ~$0.1B from QG3 return of capital.~~

Metric Category Category
Weighting Metric VCIP Target VCIP Results & Performance Summary Payout Weighted
Payout
HSE
Total Recordable Rate(“TRR”) (relative)
Top-quartile performance and industry leader
Maintainedlowest workforce TRR on record; achievedtop-quartile safety performanceand recognized asHSE industry leader
90% 18%
Process Safety Events(“PSE”)
Continuous Improvement Seventeen serious incidents (compared to four in 2017) and four Tier 1 PSEs (compared to one in 2017)
Operational⁽¹⁾

Production(MBOED)
1,215 Exceptional operating performance producing1,240 MBOED;exceeded target by ~2%despite significant production outage in Malaysia 145% 29%
Capital($B)
$5.5
Capital managed to$6.1B, ~11% above target, driven primarily by operated-by-other activity, inflationary forces, and additional scope in the Lower 48
Operating and Overhead Costs($B)
$5.7
Managed operating and overhead costs to$5.6Bdespite the additional cost associated with increased production
Operational Milestones
See Operational Milestones discussed onpage 69.
Strong development and major projects milestones performance; strong exploration milestones performance;100% of milestones achieved
Financial⁽²⁾

Adjusted ROCE(absolute improvement relative to peers)
Outperform peers
2ndin peer group (200% per matrix)
188% 38%
Adjusted CROCE(absolute improvement relative to peers)
Outperform peers
3rdin peer group (175% per matrix)
Strategic Milestones⁽³⁾The Strategic Milestones are aligned with the strategic priorities set out at the November 2017 Analyst & Investor Meeting.

Return of CFO to Stockholders 20-30%
Stockholder distributionsexceeded target;distributed ~35%of CFO to stockholders by increasing dividend by 15% and expanding buybacks from $1.5B to $3B
170% 34%
Year-end Debt $17.5B
Debt reductionexceeded target-achieved $15Bby year-end, 18 months ahead of schedule; acceleration strengthened our position to deliver improved cash and financial returns at lower crude prices
Production/Year-end Debt Adjusted Share CAGR >10%
Delivered underlying productiongrowth of 18%on a per debt-adjusted share basis,significantly exceeding target; our acceleration of debt repayment and higher buybacks helped deliver this exceptional outcome
TSR
Total shareholder return(relative to peers)
Outperform peers
1stin peer group (200% per matrix) with absolute TSR of +22% based on 20-day average methodology; significantly outperformed all peers and the S&P 500 index
200% 40%
Total Payout 159%

50 ⁽¹⁾ ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

~~Table of Contents~~

~~VCIP Corporate Performance Since Spinoff~~

~~(1)~~

~~Financial Results~~—~~Negative Adjustment~~Operating and overhead costs include production and operating expenses; selling, general, and administrative expenses; and controllable exploration general and administrative expenses, geological and geophysical, and lease rental and other expenses, adjusted to remove the impact of ~~80%; reduced~~special items that are unusual or nonrecurring. Operating and Overhead Costs results and the absolute metric results for Production and Capital are adjusted to ~~0% payout~~normalize, as applicable, for acquisitions and dispositions (e.g., additional interest acquired in Western North Slope and Greater Kuparuk Area in Alaska; Montney acreage acquisition in Canada; and sale of 16.5 percent interest in the Clair Field in the UK), foreign exchange rates, price, and related tax and production-sharing contract impacts, and items beyond the control of management (e.g., production impacts from hurricanes, although none were material in 2018). We met our absolute targets, but prices negatively impacted our financial performance resulting in a $1.7B adjusted earnings net loss*. As a result, the Committee applied negative discretion to this metric.

Actual 2018 production was 1,242 MBOED, excluding Libya. Actual operating and overhead costs and capital for 2018 were $5.8B and $6.8B, respectively.

⁽²⁾

For relative metrics, adjustments for material, nonrecurring special items (~~Strategic Plan~~e.g.—~~Negative Adjustment~~, gains on dispositions, impairments) are made to company results to determine adjusted ROCE/CROCE, and we also use disclosed material adjustments made by peers when measuring relative results for these metrics. Adjusted earnings (loss) that are part of ~~60%; reduced~~the adjusted ROCE/CROCE calculations is a non-GAAP financial measure. A reconciliation to ~~80% payout. The Company ran~~GAAP and a discussion of the ~~business with a short-, medium-~~usefulness and ~~long-term outlook in mind. That outlook drove decisions~~purpose of adjusted earnings (loss) can be found on our operating plans, deepwater exploration, asset sales and the COST Project. The recent action we took on the dividend was in response to a weak price outlook for 2016. While not a 2015 action, the Committee felt it was appropriate to apply negative discretion to the Strategic Plan metric for this action.

Appendix A.

⁽³⁾

2018 cash provided by operating activities is $12.9B. Excluding operating working capital change of $0.6B, CFO is $12.3B. CFO is a non-GAAP measure and is further defined on Appendix A. Production per debt-adjusted share growth is calculated on an underlying production basis using ending period debt divided by ending share price plus ending shares outstanding. Underlying production excludes Libya and the impact of closed asset dispositions and acquisitions. Further information is included on Appendix A.
2019 Proxy Statement   71
Table of Contents
Compensation Discussion & Analysis
VCIP Individual Performance Adjustments
An important design element of the program is the HRCC’s ability to make individual adjustments for each NEO in recognition of the individual’s personal leadership and contribution to ConocoPhillips’ financial and operational success during the year. All of the NEOs made significant contributions under the strong leadership of the Board and CEO. The HRCC approved the following individual performance adjustments: Mr. Lance received a positive 20 percent adjustment as a percentage of his target award for strong leadership in developing and executing ConocoPhillips’ strategy and plans, which resulted in exceptional operational and financial results, including a peer leading return on capital employed of 12.6 percent, championing our HSE culture and leadership in sustainability, advancing diversity and inclusion initiatives, progressing employee engagement and alignment with our strategy throughout the organization, and driving a strong external reputation; Mr. Wallette received a positive 20 percent adjustment as a percentage of his target award for proactively managing the balance sheet and debt, the stock buyback program, the settlement agreement with PDVSA on the ICC Arbitration Award, and strong commercial performance; Mr. Fox received a positive 20 percent adjustment as a percentage of his target award for strategy development and his role in strategic acquisitions and dispositions (including the acquisition of additional interest in Alaska’s Western North Slope and Greater Kuparuk Area, the acquisition of additional Montney acreage in Canada, the sale of 16.5 percent interest in the Clair Field in the UK, and other dispositions of noncore assets), strong exploration performance, and advancing our focus on sustainability, including oversight of our newly published climate change report, Managing Climate-Related Risks, and support of joining the Climate Leadership Council; and Mr. Hirshberg received a positive 10 percent adjustment as a percentage of his target award for delivering exceptional operational performance and outperforming targets on several development and major project milestones.
The calculation of the 2018 VCIP award for each NEO is summarized below:
      2018 Eligible
Earnings       Target VCIP       Corporate
Payout       Individual
Performance
Adjustment⁽¹⁾       Total Payout
R.M. Lance $ 1,700,000 160 % 159 % 20 % $ 4,868,800
D.E. Wallette, Jr. 985,444 100 % 159 % 20 % 1,763,945
M.J. Fox 1,241,000 115 % 159 % 20 % 2,554,599
A.J. Hirshberg⁽²⁾ 1,205,600 115 % 159 % 10 % 2,343,084
K.B. Rose⁽³⁾ 241,938 89 % 159 % — 342,366
J.L. Carrig (retired)⁽³⁾ 570,024 89 % 159 % — 806,641
⁽¹⁾

~~Total Shareholder Return—~~~~Negative Adjustment of 75%; reduced to 0% payout. We finished in the middle~~
The value of the ~~pack in terms~~individual performance adjustment is calculated as a percentage of TSR—seventh among our performance peers. Under our criteria, this would have ordinarily resulted in a 75% payout for this metric. However, given the fact that TSR was negative 25%, the Committee applied negative discretion to this metric.

*
Our GAAP net earnings loss for the period was $4.4B. Adjusted earnings (loss) is a non-GAAP financial measure. A reconciliation determined in accordance with U.S. GAAP as well as a discussion of the usefulness and purpose of adjusted earnings (loss) are shown in Appendix A and at www.conocophillips.com/nongaap.

target value.

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~⁽²⁾ 51

Mr. Hirshberg remained in his position as Executive Vice President, Production, Drilling, and Projects until January 1, 2019.

~~Table of Contents~~

~~2015 Executive Compensation Analysis and Results continued~~
~~Award Unit Performance~~⁽³⁾ ~~(50% of VCIP Payout)~~
~~The award units were subject~~Ms. Carrig remained in her position as Senior Vice President, Legal, General Counsel, and Corporate Secretary until her successor, Kelly B. Rose, was appointed on September 4, 2018 and, following that, remained a Senior Vice President to ~~the following metrics:~~
•
~~Exploration & Production Operating Award Units—30% Production, 30% Unit Cost, 25% Milestones and 15% HSE~~
•
~~Exploration & Production Non-Operating Award Units—60% Milestones, 15% Unit Cost, 10% Production and 15% HSE~~
•
~~Staffs, Technology & Projects and Commercial—65%–75% Milestones, 20% E&P Award Unit Average and 5%–15% HSE~~
~~Award unit performance payouts for our 38 award units ranged from 80% to 140% in 2015. The Committee approved an average award unit payout of 111.6% of target for each of our Named Executive Officers.~~
~~Individual Performance Adjustments~~
The Committee would normally consider individual adjustments for each Named Executive Officer's VCIP award based upon a subjective review of the individual's impact on the Company's financial and operational successprovide support during the year. However, based on the prolonged downturn in commodity prices, which has negatively impacted both our earnings and shareholder returns, the Committee made the decision not to make individual adjustments for eachtransition of ~~our Named Executive Officers for 2015 VCIP. This was viewed as a 2016 action and does not represent a change in overall compensation philosophy.~~

52 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

~~Table of Contents~~

~~Long-Term Incentive: Performance Share Program (PSP)~~her responsibilities until her retirement effective October 1, 2018.
~~In 2013, the HRCC approved a new performance period and performance metrics for PSP XI running from January 2013—December 2015.~~Long-Term Incentive: Performance Share Program (PSP)
~~Corporate Performance~~
The PSP ~~program~~ is designed to ~~incentivize~~motivate senior leadership worldwide to execute their duties in a way that not only achieves ~~the Company's~~ConocoPhillips’ approved strategy but also closely aligns senior leadership with long-term stockholder interests. Approximately 55 of our current employees participate in the PSP.
PSP XIV Performance
In 2016, the HRCC approved performance metrics for the PSP performance period running from January 2016 through December 2018. The ~~Performance Share Program is comprised of~~PSP uses staggered three-year performance ~~tranches~~periods that measure performance against three corporate performance ~~metrics that were approved by the HRCC after the spinoff in 2012—~~measures: (1) relative Total Shareholder Return, which is weighted ~~40%; Operational/~~50 percent; (2) relative Financial, which is weighted ~~40%~~30 percent; and (3) Strategic ~~Plan,~~Objectives, which is weighted ~~20%~~20 percent.
The HRCC considered ConocoPhillips’ overall performance based on the PSP XIV performance measures set forth above, which, similar to VCIP, directly correspond to our strategic cash flow allocation priorities and support our goal to deliver superior returns to stockholders through price cycles. See“Executive Overview—Executive Compensation – Strategic Alignment” onpage 54and“Process for Determining Executive Compensation—Performance Criteria” beginning onpage 63.
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Compensation Discussion & Analysis
HRCC Review Process
In determining ~~the payout for~~award payouts under PSP ~~XI, members of~~XIV, the HRCC met several times with management throughout the performance period to review progress and performance against the ~~measures~~approved metrics. The review with the HRCC in January 2019 focused on the detailed final results for each performance metric and a degree of difficulty discussion. The final review in February 2019 focused on a summary of the ~~approved metrics.~~results for each performance metric and deliberation and determination of a payout by the HRCC. This process allows the ~~Committee~~HRCC to consider results and degree of difficulty in one meeting and make informed payout decisions ~~to positively or negatively adjust payouts where warranted.~~in a separate meeting.
The payout evaluation for PSP XI required an assessment of performance against the three corporate performance metrics for the three-year period from 2013 - 2015. Consistent with the process used to evaluate the previously described 2015 VCIP payout, the HRCC first2016 – 2018 Results
~~assessed performance~~TSR
We ranked third in TSR based on the ~~factors within our control. For~~20-day average methodology, significantly outperforming all of the ~~PSP XI period, the HRCC recognized senior leadership's success in executing our plans in a dynamic time for the Company~~independent peers and the ~~industry.~~ S&P 500 index. The HRCC followed the matrix onpage 67 in making its determination of the payout for this relative TSR metric.
Financial
We ~~met or~~outperformed on our Financial metrics. Our financial returns results ranked near the top relative to our performance peers. Our ROCE absolute improvement relative to peers ranked 1st and CROCE absolute improvement relative to peers ranked 2nd. Our strategic accomplishments helped drive these exceptional results. The HRCC followed the matrix onpage 67 in making its determination of the payout for these relative Financial metrics.
Strategic Objectives
Our Strategic Objectives are aligned with our strategic cash flow allocation priorities and support our goal to deliver superior returns to stockholders through price cycles. The objectives were considered against several metrics, including: resetting the strategy and positioning for long-term success; reducing the cost of supply and advancing the strategy for organic resource development and exploration; improving Controllable Cost/BOE relative to peers; and improving our HSE performance. We exceeded ~~most~~our Strategic Objectives targets on all fronts:
> Executed our strategy toAccelerate the Value Proposition and Deliver Superior Returns to Stockholders Through the Cycles;
> Optimized the portfolio with strategic asset sales with ~$17.5 billion of completed transactions since January 2016 versus originally stated $5-8 billion program;
> Reduced debt by $10 billion, achieving $15 billion target 18 months ahead of plan; flat A-rated by all credit agencies;
> Reduced average cost of supply of resources within plan from ~$45/BBL to ~$30/BBL and achieved sustaining price <$40/BBL;
> Advanced exploration strategy to deliver low cost of supply projects for development post-2025;
> Reduced controllable costs by over $2.2 billion and cost/BOE by >30% achieving second best unit cost improvement among peers;
> Returned ~40% of CFO from 2016-2018 vs ~30% during 2013-2015; and
> Improved HSE, advanced organization, and focused external engagement on issues and stakeholders critical for success; advanced sustainability efforts resulting in climate change scenario planning and strategy, inclusion of sustainability development risks into business planning and decision making; set a long-term greenhouse gas emissions intensity reduction target, and joined the Climate Leadership Council.
The HRCC determined an above target payout was warranted given ConocoPhillips’ exceptional execution of our ~~operational and absolute financial goals, completed several major project startups over~~strategy during the ~~three-year period, dramatically increased~~performance period.
These results reflect a strong positive response to our capital flexibility, lowered our underlying cost structure and improved our safety performance. These considerations resulted in a program payout of 126%, as shown in the table on the following page. However, the HRCC believed it was appropriate to apply negative discretion to both the Strategic Plan and Total Shareholder Return metrics, which reduced the payout to 108%.
strategy. The HRCC believes we are executing the ~~PSP XI payout reflects~~right strategy and recognizes the ~~strong execution delivered by the senior leaders of the Company~~leadership and commitment our executives displayed during the ~~period from 2013 - 2015, yet also recognizes the negative share price~~ performance ~~resulting from exceptionally weak oil and gas prices in 2015 and early 2016.~~period. We outperformed on all our metrics. The HRCC believes ~~it has demonstrated~~that a 182 percent payout reflects ConocoPhillips’ overall strong ~~alignment between senior leadership and stockholder interests.~~performance during the 2016-2018 performance period.
2019 Proxy Statement   73

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 53

Table of Contents

~~2015 Executive~~ Compensation Discussion & Analysis ~~and Results continued~~
The ~~Committee~~HRCC considered the following quantitative and qualitative performance measures and made the following program and ~~adjusted~~ payout ~~decisions:~~
*
~~Includes ~$0.3B from liquidation of certain deferred compensation investments accounted for as cash from investing activities~~decisions that it believes demonstrate strong alignment between stockholder interests and ~~~$0.1B from QG3 return of capital.~~

executive compensation:
Metric Category⁽¹⁾ Category
Weighting Metric PSP Results & Performance Summary Payout Weighted
Payout
TSR
Total shareholder return(relative to peers)
3rdin peer group (175% per matrix) for 2016-2018 based on 20-day average methodology; outperformed three-year peer average
175% 88%
Financial⁽²⁾
Adjusted ROCE(absolute improvement relative to peers)
1stin peer group (200% per matrix)
200% 60%
Adjusted CROCE(absolute improvement relative to peers)
2ndin peer group (200% per matrix)
Strategic Objectives⁽³⁾

Reset the strategy and position for long-term success Gained support and approval to execute the disciplined, returns-focused strategy launched in late 2016; optimized the portfolio with strategic asset sales with ~$17.5B of completed transactions versus originally stated $5-8B program; reduced debt by $10B, achieving $15B target 18 months ahead of plan; flat A-rated by all credit agencies; exceeded original targets on stockholder distributions; ended 2018 with cash of $6.4B 170% 34%
Reduce cost of supply and advance strategy for organic resource development and exploration Reduced average cost of supply within plan from ~$45/BBL to ~$30/BBL and achieved sustaining price <$40/BBL; advanced organic resource and exploration strategy to deliver material, low cost of supply projects since inception of new exploration strategy in 2016
Controllable Cost/BOE(improvement relative to peers) Reduced cost/BOE by >30%, achieving second best unit cost improvement amongst peers
Total Payout 182%

54 ⁽¹⁾ ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

~~Table of Contents~~

Effective with performance share programs commencing in 2019, the HRCC eliminated the Strategic Objectives performance measure from PSP ~~Corporate Performance Since Spinoff~~and increased the weighting of relative TSR from 50% to 60% and relative Financial metrics (Adjusted ROCE/CROCE) from 30% to 40%.

This change eliminates discretion for determining payouts under the LTIP, which will now be determined solely on a formulaic basis.

~~(1)~~⁽²⁾ ~~Strategic Plan~~Adjustments for material, nonrecurring special items (—e.g.~~Negative Adjustment~~, gains on dispositions, impairments) are made to company results to determine adjusted ROCE/CROCE, and we also use disclosed material adjustments made by peers when measuring relative results for these metrics. Adjusted earnings (loss) in the adjusted ROCE/CROCE calculations is a non-GAAP financial measure. A reconciliation to GAAP and a discussion of ~~40%; reduced to 100% payout. The Company ran~~ the ~~business with a short-, medium-~~usefulness and ~~long-term outlook in mind. That outlook drove decisions~~purpose of adjusted earnings (loss) can be found on our operating plans, deepwater exploration, asset sales and the COST Project. The recent action we took on the dividend was in response to a weak price outlook for 2016. While not a 2015 action, the Committee felt it was appropriate to apply negative discretion to the Strategic Plan metric for this action. Appendix A.

~~(2)~~⁽³⁾

~~Total Shareholder Return~~—~~Negative Adjustment~~Ending cash includes cash, cash equivalents, and restricted cash totaling $6.2B and short-term investments of ~~25%; reduced~~$0.2B. Cost of supply is the West Texas Intermediate equivalent price that generates a 10 percent return on a point forward and fully-burdened basis. Controllable Costs includes production and operating expenses; selling, general, and administrative expenses; and controllable exploration general and administrative expenses, geological and geophysical, and lease rental and other expenses, adjusted to ~~100% payout. We ranked fourth among our performance peers. Under our criteria, this would have ordinarily resulted in a 125% payout for this metric. However, given~~remove the ~~fact~~impact of special items that ~~TSR was negative 2%, the Committee applied negative discretion to this metric.~~

are unusual or nonrecurring.
~~Individual Performance Adjustments~~
With respect to individual adjustments, similar to the 2015 VCIP program, the Committee considered PSP individual adjustments for each Named Executive Officer in recognition of the individual's personal leadership and contribution to the Company's financial and operational success over the performance period. However, based on the prolonged downturn in commodity prices, which has negatively impacted both our earnings and shareholder returns, the Committee made the decision not to make individual adjustments for each of our Named Executive Officers for PSP XI. This was viewed as a 2016 action and does not represent a change in overall compensation philosophy.

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 55

~~Table~~PSP award targets are set in shares at the beginning of ~~Contents~~

~~2015 Executive Compensation Analysis~~the performance period, and ~~Results continued~~
~~Long-Term Incentive: Stock Option Program~~
~~Although~~actual payouts are made in cash based on the ~~Committee retains discretion~~HRCC’s evaluation of performance and are calculated using our stock price after the conclusion of the three-year program. Thus, the value of the performance shares is tied to ~~adjust~~ stock ~~option awards by up to 30 percent from~~price performance throughout the ~~specified target,~~performance period, further demonstrating the ~~Committee did not elect to exercise such discretion with respect~~strong alignment between executive incentive compensation and stockholder interests. The calculation of the PSP XIV payout for each NEO is noted in note 3 to theSummary Compensation Tableonpage 80. There were no individual performance adjustments awarded for PSP XIV.
Long-Term Incentive: Executive Restricted Stock Unit Program
In December 2017, in response to stockholder feedback and consistent with market trends, the HRCC approved replacing stock ~~option awards granted~~options with three-year, time-vested restricted stock units effective with equity grants made in ~~February 2015.~~2018. All 2018 awards under the Executive Restricted Stock ~~Option~~Unit Program ~~for 2013, 2014 and 2015~~ were made at target. In
~~December 2015, the HRCC revised the Stock Option Program for years beginning~~Approximately 55 of our current employees participate in ~~2016 so that no upward adjustment of stock option awards would be allowed, eliminating the ability for the Committee to adjust stock option awards by up to 30%.~~this program.
74   ConocoPhillips
~~2016 Target Compensation~~
In addition to determining the 2015 compensation payouts, the HRCC established the targets for 2016 compensation for our Named Executive Officers under our four primary compensation programs. As a result of low commodity prices and economic uncertainty, the Company's management has implemented certain measures to reduce operating costs. Management made the difficult, but
~~necessary, decision to eliminate annual salary adjustments in 2015 and 2016 for employees, including the NEOs. As discussed under "~~~~Components of Executive Compensation~~" beginning on page 39, with the exception of salary, the targeted amounts shown below are performance-based and, therefore, actual amounts received under such programs, if any, may differ from these targets.

Name
Salary
2016 VCIP
Target Value
2016 Stock
Option Award
Target Value
PSP XIV
(2016-2018)
Target
Value
Total 2016
Target
Compensation

R.M. Lance
$ 1,700,000 $2,720,000 $4,632,000 $6,948,000 $16,000,000
J.W. Sheets
888,000 888,000 1,385,280 2,077,920 5,239,200
M.J. Fox
1,241,000 1,427,150 2,184,160 3,276,240 8,128,550
A.J. Hirshberg
1,096,000 1,260,400 1,928,960 2,893,440 7,178,800
D.E. Wallette, Jr.
874,000 874,000 1,363,440 2,045,160 5,156,600

On February 16, 2016, Jeffrey W. Sheets announced his decision to retire as Executive Vice President, Finance and Chief Financial Officer of ConocoPhillips. Mr. Sheets will remain in his position as Executive Vice President, Finance and Chief Financial Officer until April 1, 2016 and following that will remain an employee of ConocoPhillips through May 31, 2016 to provide support during the transition of his responsibilities. The following changes to the ConocoPhillips executive leadership team are effective April 1, 2016:
•
~~Donald E. Wallette, Jr. will become Executive Vice President, Finance, Commercial and Chief Financial Officer.~~

•
~~Alan J. Hirshberg will become Executive Vice President, Production, Drilling and Projects.~~

•
~~Matthew J. Fox will become Executive Vice President, Strategy, Exploration and Technology.~~
With these changes, the number of executive vice presidents will be reduced from four to three, and to recognize the additional responsibilities and duties of Messrs. Hirshberg and Wallette in their expanded roles, the HRCC approved a 10 percent increase in base salary effective April 1, 2016. This will result in a prorated increase in 2016 base salary and VCIP target value (not reflected in the table above) but will not impact 2016 long-term incentive target awards granted in February 2016. Mr. Sheets' 2016 base salary and VCIP target value will be prorated, and under the standard program terms and conditions, the 2016 stock options and PSP XIV target awards will be forfeited if less than six months have passed between the February 2016 stock option grant date and the retirement date, and for PSP XIV, if participation in the program is less than twelve months.

56 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

Table of Contents

Compensation Discussion & Analysis
Other Executive Compensation and Benefits
OTHER COMPENSATION AND PERSONAL BENEFITS
~~Other Compensation and Personal Benefits~~
In addition to our four primary compensation ~~programs,~~components, we provide our ~~Named Executive Officers~~NEOs a limited number of ~~additional~~ benefits as described below. ~~In order to provide a competitive package of compensation and~~Some benefits, ~~we provide our Named Executive Officers with~~such as executive life insurance coverage and nonqualified benefit ~~plans. We also provide other~~plans, are provided for competitive reasons. Other benefits ~~that~~ are designed primarily to promote a healthy work/life balance, to provide opportunities for developing business relationships, and to ~~put a human face on~~personalize our social responsibility programs.
•
Comprehensive Security Program—Because our executives face personal safety risks in their roles as representatives of a global E&P company, our Board ~~of Directors~~ has adopted a comprehensive security program for our executives.

•
Personal Entertainment—We purchase tickets to various cultural, charitable, civic, entertainment, and sporting events for business development and relationship-building purposes, as well as to maintain our involvement in communities ~~in which the Company operates.~~where we operate. Occasionally, our employees, including our executives, make personal use of tickets that would not otherwise be used for business purposes. We believe these tickets offer an opportunity to expand ~~the Company's~~our networks at a very low or no incremental cost to ~~the Company.~~ConocoPhillips.

•
Tax Gross-Ups—Certain of the personal benefits received by our executives are deemed by the Internal Revenue Service to be taxable income to the individual. When we determine that such income is incurred for purposes more properly characterized as ~~Company~~company business than personal benefit, we provide further payments to the executive to reimburse the cost of including the ~~inclusion of such~~ item in the ~~executive's~~executive’s taxable income. Most often, these tax gross-up payments are provided for travel by a family member or other personal guest to attend a meeting or function at our request in furtherance of ~~Company~~company business, such as Board meetings, company-sponsored events, and industry and association meetings where spouses or other guests are ~~invited or~~ expected to attend. The Company believes that such travel is appropriately characterized as a business expense and, if the employee has imputed income in accordance with applicable tax laws, the Company will generally reimburse the employee for any increased tax costs.

•
Executive Life Insurance—We provide life insurance policies ~~and/or~~and death benefits for all of our U.S.-based salaried employees (at no

cost to the employee) with a face value approximately equal to the ~~employee's~~employee’s annual salary. For each of our executives, we maintain an additional life insurance policy (at no cost to the executive) with a value equal to ~~his or her~~the executive’s annual salary. In addition to these two plans, we also provide our executives the option of purchasing group variable universal life insurance in an amount up to eight times their respective annual salaries. We believe this is a benefit valued by our executives that can be provided at no cost to ~~the Company.~~ConocoPhillips.

•
Defined Contribution Plans—We maintain the following nonqualified defined contribution plans for our executives. These plans allow deferred amounts to grow tax-free until distributed, while enabling ~~the Company~~ConocoPhillips to ~~utilize~~use the money for the duration of the deferral period for general corporate ~~purposes.~~purposes:

•
~~Voluntary Deferred Compensation Plans~~—The purpose of our voluntary nonqualified deferred compensation plans is to allow executives to defer a portion of their salary and annual incentive compensation so that such amounts are taxable in the year in which distributions are made.

•
~~Make-Up Plans~~—The purpose of our nonqualified defined contribution make-up plans is to provide benefits that an executive would otherwise lose due to limitations imposed by the Internal Revenue Code on qualified plans.
> Voluntary Deferred Compensation Plans—The purpose of our voluntary nonqualified deferred compensation plans is to allow executives to defer a portion of their salary and incentive compensation so that such amounts are not immediately taxable.
> Make-Up Plans—The purpose of our nonqualified defined contribution make-up plans is to provide benefits that an executive would otherwise lose due to limitations imposed by the Internal Revenue Code on high-income participants in qualified plans.
Further information on these plans is provided underNonqualified Deferred Compensationbeginning onpage ~~70.~~91.
•
Defined Benefit Plans—We also maintain nonqualified defined benefit plans for our executives. The primary purpose of these plans is to provide benefits that an executive would otherwise lose due to limitations imposed by the Internal Revenue Code on high-income participants in qualified plans. ~~With regard to our Named Executive Officers, the~~The only such arrangement under which ~~they~~our NEOs are entitled to benefits of this type is the Key Employee Supplemental Retirement ~~Plan ("KESRP").~~Plan. This ~~design~~type of plan is common among our competitors and we believe the lack of such a plan would put ~~the Company~~ConocoPhillips at a disadvantage in attracting and retaining talented executives. Further information on ~~the KESRP~~this plan is provided underPension Benefitsbeginning onpage ~~66.~~87

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 57

~~Table of Contents~~.
SEVERANCE PLANS AND CHANGES IN CONTROL
~~Other Executive Compensation and Benefits continued~~
~~Severance Plans and Changes in Control~~
We maintain plans to address severance of our executives in certain circumstances as described underExecutive Severance and Changes in Controlbeginning onpage ~~71. The structure and use~~93. Plans of ~~these~~this nature are common within the industry; our plans are ~~competitive within the industry and are intended~~designed to aid ~~the Company~~ConocoPhillips in attracting and retaining executives. Under each of our severance and ~~change in control~~change-in-control severance plans, the executive must terminate from service with ~~the Company~~ConocoPhillips in order to receive severance pay. ~~In 2012,~~
2019 Proxy Statement   75
Table of Contents
Compensation Discussion & Analysis
Executives who began participation in the ~~HRCC approved an amendment to the change in control~~change-in-control severance plan ~~to limit any payment~~after the spinoff of Phillips 66 in 2012 are not eligible for excise tax gross-ups under the ~~plan to executives~~plan. Executives who had been participants in the plan prior to the spinoff ~~and to make executives who began participation in the plan after the spinoff ineligible for~~may receive excise tax ~~gross-ups under the plan.~~gross-ups. The HRCC chose to grandfather ~~this~~the gross-up provision for certain participants because, in the event of a change in control, the provisions of our ~~long-term incentive pay through~~ performance share ~~units~~program prior to the
spinoff left those participants with the potential of a large excise ~~tax due to the program design.~~tax. The HRCC determined ~~that~~ it would be unfair should this burden suddenly be shifted to the participants. The ~~post-spin~~post-spinoff design of the PSP ~~to use periodic cash payouts~~ reduced the potential tax impact to ~~participants and, therefore, the HRCC chose to no longer provide excise tax gross-ups in the event of a change in control to new~~ participants.
In 2013, the HRCC ~~further~~ amended the ~~change in control~~change-in-control severance plan to limit single trigger vesting of equity awards to awards not assumed by an acquirer and for program periods that began prior to 2014. Awards assumed by an acquirer made with regard to later program periods under the PSP, Executive Restricted Stock Unit Program, or the Stock Option Program will only vest upon the occurrence of both a ~~change in control~~change-in-control event and termination of employment of the employee (usually called a ~~"double trigger"~~“double trigger”).
~~Broadly Available Plans~~
BROADLY AVAILABLE PLANS
Our ~~Named Executive Officers~~NEOs are eligible to participate in the same basic benefits package as our other U.S. salaried employees. This includes expatriate ~~benefits,~~benefits; relocation ~~services, and~~services; retirement,
medical, dental, vision, life, ~~insurance,~~ and accident ~~insurance plans, as well as~~plans; health savings ~~accounts~~accounts; and flexible spending arrangements for health care and dependent care expenses.
Executive Compensation Governance
ALIGNMENT OF INTERESTS—STOCK OWNERSHIP AND HOLDING REQUIREMENTS
~~Alignment of Interests—Stock Ownership and Holding Requirements~~
We place a premium on aligning the interests of our executives with those of our stockholders. Our Stock Ownership Guidelines require executives to ~~own stock and/or have an interest in restricted stock units~~hold equity valued at a multiple of base salary, ranging from 1.8 times salary for lower-level executives to six times salary for the CEO. Employees have five years from the date they become subject to ~~these guidelines~~the Stock Ownership Guidelines to comply. Holdings counted toward the guidelines include: (1) shares of stock owned individually, or jointly, or in trusts controlled by the employee; (2) restricted stock and restricted stock units; (3) shares owned in qualified savings or stock ownership ~~plans;~~plans, whether vested or not; (4) stock or units in nonqualified deferred compensation plans, whether vested or ~~not~~
not; and (5) annual ~~Performance Share Program~~PSP target awards when approved by the ~~Human Resources and Compensation Committee.~~HRCC. Employees subject to the guidelines who have not reached the required level of stock ownership are expected to hold shares received upon vesting or earn-out of restricted stock, restricted stock units, or performance shares (net of shares for taxes), and shares received upon exercise of stock options (net of shares tendered or withheld for payment of exercise price and shares for taxes), so ~~that~~ they meet their requirement in a timely manner. The multiple of equity held by each of our ~~Named Executive Officers~~NEOs currently exceeds our established ~~guidelines for his or her position.~~guidelines.
CLAWBACK POLICY

58 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

~~Table of Contents~~

~~Clawback Policy~~
~~In 2012, the Committee~~The HRCC has approved a clawback policy providing that ~~the Company shall~~ConocoPhillips will recoup any incentive compensation (cash or equity) paid or payable to any executive ~~by the Company~~ to the extent such recoupment is required or contemplated by the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the ~~"Dodd-Frank Act"~~“Dodd-Frank Act”), the Sarbanes-Oxley Act, or any other applicable law or listing ~~standards, which~~standards. This clawback policy allows the Board to recoup compensation paid in the event of certain business circumstances, including a financial restatement. ~~This~~The policy operates in addition to provisions already contained in our award documents supporting grants under the PSP, the Executive Restricted Stock Unit Program, the Stock Option Program, and other ~~compensatory~~compensation programs using ~~Company equity pursuant~~company equity. Those documents permit the Board to ~~which we can~~ suspend rights to exercise, refuse to honor the exercise of awards
already requested, or cancel awards granted if an executive engages in any activity we determine is detrimental to ~~the Company,~~ConocoPhillips, including acts of misconduct ~~such~~(such as embezzlement, fraud, theft, or disclosure of confidential ~~information,~~information) or other acts that harm our business, reputation, or employees, as well as misconduct ~~resulting~~that results in ~~the Company~~ConocoPhillips having to prepare an accounting restatement. ~~Once~~If the SEC adopts final rules ~~are released~~ regarding clawback requirements under the Dodd-Frank Act, we ~~intend to~~will review our policies and plans and, if necessary, amend them to comply with the new mandates. To date, no ~~Named Executive Officers~~NEOs have been subject to ~~reductions or withdrawals of prior grants or payouts of cash, restricted stock, restricted stock units, or stock option awards.~~any clawbacks.
~~Anti-Pledging and Anti-Hedging~~
~~The Company~~ANTI-PLEDGING AND ANTI-HEDGING
ConocoPhillips has a policy that prohibits our directors and executives from pledging ~~of the Company's~~company stock or hedging of or trading in derivatives of ~~the Company's~~company stock. This policy, together with the
Stock Ownership Guidelines discussed above, helps ~~to assure~~ensure that our ~~Named Executive Officers~~NEOs and other Senior Officers remain subject to the risks, as well as the rewards, of stock ownership.
76   ConocoPhillips
~~Equity Grant Practices~~
Table of Contents
Compensation Discussion & Analysis
EQUITY GRANT PRACTICES
When the ~~Committee grants~~HRCC awards Performance Share Units, Executive Restricted Stock Units, options, or other equity grants to ~~its Named Executive Officers,~~ the ~~Committee uses~~NEOs, the fair market value of the units or the exercise price of the options or other equity is determined based on an average of the ~~stock's~~stock’s high and low prices on the date of grant (or the preceding business day, if the markets are closed on the date of grant) ~~to determine the value of the units or the exercise price of the options or other equity. Beginning in~~. Since 2016, to determine the target number of awards, we use an average of the closing prices on
the ten trading days preceding the date of grant. Grants of Performance Share Units, Executive Restricted Stock Units, and option grants are generally made at the ~~HRCC's~~HRCC’s February meeting (the date of which is determined at least a year in advance) or, in the case of new hires, on the date of commencement of employment or the date of ~~Committee~~HRCC approval, whichever is later.
~~Statutory and Regulatory Considerations~~
STATUTORY AND REGULATORY CONSIDERATIONS
In designing our ~~compensatory~~compensation programs, we take into account the various tax, accounting, and disclosure rules associated with various forms of compensation. The HRCC also reviews and considers the deductibility of executive compensation under ~~section~~Section 162(m) of the Internal Revenue Code and designs ~~its~~ deferred compensation programs with the intent that they comply with ~~section~~or are exempt from Section 409A of the Internal Revenue Code. The ~~Committee~~HRCC generally seeks to preserve
tax deductions for executive compensation. Nonetheless, ~~the Committee~~ConocoPhillips has awarded compensation that is not fully tax deductible when itthe HRCC believes that doing so is in the best ~~interests~~interest of our stockholders, and ConocoPhillips reserves the right to do so in the future. ~~There~~The HRCC has been informed that the exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed through the 2017 Tax Cuts and Jobs Act adopted on December 22, 2017 (the “2017 Tax Act”), effective for taxable years beginning after December 31, 2017. Under the 2017 Tax Act, compensation paid to any “covered employee” in excess of $1 million will not be deductible, unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. Generally, a “covered employee” under Section 162(m) is any employee who has served as our CEO or any other NEO for tax years after December 31, 2016 or as CFO for tax years after December 31, 2017. The rules and regulations promulgated under Section 162(m) are complicated and may change from time to time, and the scope of the transition relief under the 2017 Tax Act repealing Section 162(m)’s performance-based exemption from the deduction limit is uncertain. As such, there is no guarantee that compensation payable pursuant to any of ~~the Company's~~our compensation programs will ultimately be deductible by ConocoPhillips.
Tax-Based Program Criteria
Certain of our incentive programs were designed to conform to the ~~Company.~~requirements of Section 162(m) of the Internal Revenue Code, as in effect prior to the 2017 Tax Act, which allowed for deductible compensation in excess of $1 million if certain conditions, including the attainment of pre-established performance criteria, are met. We designed the PSP to meet these previously existing requirements for deductibility of these items of compensation. Maximum payments for the performance period under PSP are set, but they are subject to downward adjustment through the application of the generally applicable methodology for PSP awards previously discussed, effectively establishing a ceiling for PSP payments to each NEO.

For the PSP, the criteria for the 2016-2018 performance period required that ConocoPhillips meet one of the following measures before any award could be made to a NEO:
(1) Among the top seven of eleven specified companies in total shareholder return;
(2) Reserve additions of at least 450 MMBOE;
(3) Cash from operations (excluding changes in non-cash working capital) of at least $4.5 billion; or
~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~(4) 59Controllable operating and overhead costs (adjusted for special items) of $24.0 billion or less.

For the 2016-2018 PSP performance period, the specified companies for comparison were ConocoPhillips, ExxonMobil, Royal Dutch Shell, Chevron, Total, BP, Occidental, Anadarko, Devon, Apache, and Marathon Oil.

The performance criteria for this purpose are set by the HRCC and may change from year to year, although the criteria must come from a list of possible criteria set forth in the stockholder-approved 2014 Omnibus Stock and Performance Incentive Plan. The award ceilings are also set by the HRCC each year, although they may not exceed limits set in the applicable Omnibus Stock and Performance Incentive Plan. The HRCC is responsible for determining whether the criteria are met after each performance period ends.
While this design was intended to preserve deductibility, the HRCC reserves the right to grant non-deductible compensation, and there is no guarantee that compensation payable pursuant to any of our compensation programs will ultimately be deductible.
2019 Proxy Statement   77
Table of Contents
Human Resources and Compensation Committee Report
Review with Management. The HRCC has reviewed and discussed the “Compensation Discussion and Analysis” presented in this Proxy Statement with members of management.
Discussion with Independent Executive Compensation ~~Tables~~Consultant. The HRCC has discussed with FW Cook, an independent executive compensation consulting firm, ConocoPhillips’ executive compensation programs, as well as specific compensation decisions made by the HRCC. FW Cook was retained directly by the HRCC, independent of management. The HRCC has received written disclosures from FW Cook confirming no other work has been performed for ConocoPhillips by FW Cook, has discussed with FW Cook its independence from ConocoPhillips, and believes FW Cook to have been independent of management.
Recommendation to the ConocoPhillips Board of Directors. Based on its review and discussions noted above, the HRCC recommended to the Board that the“Compensation Discussion and Analysis” be included in ConocoPhillips’ Proxy Statement on Schedule 14A (and, by reference, included in ConocoPhillips’ Annual Report on Form 10-K for the year ended December 31, 2018).
THE CONOCOPHILLIPS HUMAN RESOURCES AND COMPENSATION COMMITTEE
Robert A. Niblock,Chair
Charles E. Bunch
John V. Faraci
William H. McRaven
Sharmila Mulligan
Harald J. Norvik
Human Resources and Compensation Committee Interlocks and Insider Participation
During the year ended December 31, 2018, none of our executive officers served as (1) a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board) of another entity, one of whose executive officers served on our HRCC, (2) a director of another entity, one of whose executive officers served on our HRCC, or (3) a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board) of another entity, one of whose executive officers served as one of our directors. In addition, no member of the HRCC (1) was an officer or employee of ConocoPhillips or any of our subsidiaries during the year ended December 31, 2018; (2) was formerly an officer or employee of ConocoPhillips or any of our subsidiaries; or (3) had any other relationship requiring disclosure under applicable rules.
78   ConocoPhillips
Table of Contents
Executive Compensation Tables
The following tables and accompanying narrative disclosures provide information concerning total compensation paid to the Chief Executive Officer and ~~certain~~the other ~~officers~~Named Executive Officers of ConocoPhillips ~~(the "Named Executive Officers").~~for 2018. Please also see our discussion of the relationship between the "“Compensation Discussion and Analysis"” to
these tables under "“~~2015~~2018 Executive Compensation Analysis and Results"” beginning onpage ~~49.~~67. The data presented in the tables that follow include amounts paid to the Named Executive Officers by ConocoPhillips or any of its subsidiaries for ~~2015.~~2018.
Summary Compensation Table
TheSummary Compensation Tablebelow reflects amounts earned with respect to ~~2015~~2018 and, with regard to non-equity incentive plan compensation, for the performance ~~periods~~period ending in ~~2015. We also provide 2016 target compensation for Named Executive Officers on page 56.~~2018. The table does not include the cost of benefits that are
generally available to our U.S.-based salaried employees, such as our medical, dental, vision, life, and accident ~~insurance,~~plans, disability, and health savings and flexible spending account arrangements. All of our Named Executive Officers are U.S.-based salaried employees.

Name and
Principal Position Year Salary (1) Bonus (2) Stock
Awards
(3) Option
Awards
(4) Non-Equity
Incentive Plan
Compensation

(5) Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings

(6) All Other
Compensation
(7) Total
R.M. Lance 2015 $ 1,700,000 $ – $ 6,630,693 $ 5,790,780 $ 2,524,160 $ 4,392,300 $ 301,786 $ 21,339,719
Chairman and CEO 2014 1,700,000 – 6,116,797 5,790,798 3,568,640 9,933,060 467,776 27,577,071
2013 1,666,667 – 6,791,925 5,790,510 4,618,667 3,584,523 985,500 23,437,792
J.W. Sheets 2015 888,000 – 1,983,038 1,732,464 824,064 1,606,855 93,372 7,127,793
Executive Vice President, 2014 888,000 – 1,829,298 1,731,951 1,120,656 2,727,863 102,490 8,400,258
Finance, and CFO 2013 880,933 – 1,735,819 1,480,050 1,351,422 1,629,147 152,508 7,229,879
M.J. Fox 2015 1,241,000 – 3,126,619 2,730,348 1,324,395 125,684 159,327 8,707,373
Executive Vice President, 2014 1,241,000 – 2,884,300 2,730,645 1,872,421 417,999 177,039 9,323,404
Exploration & Production 2013 1,227,533 – 2,823,958 2,407,680 2,002,770 342,287 211,538 9,015,766
A.J. Hirshberg 2015 1,096,000 – 2,761,283 2,411,712 1,169,651 1,190,020 159,072 8,787,738
Executive Vice President, 2014 1,085,667 – 3,219,979 2,016,711 1,602,444 3,676,401 146,230 11,747,432
Technology & Projects 2013 1,025,833 – 2,022,024 1,724,580 1,621,925 195,369 205,554 6,795,285
D.E. Wallette, Jr. 2015 874,000 – 1,951,740 1,704,798 811,072 1,091,611 85,414 6,518,635
Executive Vice President, 2014 874,000 – 1,800,494 1,704,492 1,102,988 2,263,159 133,181 7,878,314
Commercial, Business Development & Corporate Planning 2013 814,050 – 1,747,530 1,272,150 1,260,717 2,830,080 857,701 8,782,228
~~(1)~~
~~Includes any amounts that were voluntarily deferred under the Company's Key Employee Deferred Compensation Plan.~~

~~(2)~~
Because our primary short-term incentive compensation arrangement for salaried employees (the "Variable Cash Incentive Program" or "VCIP") has mandatory performance measures that must be achieved before there is any payout to Named Executive Officers, amounts paid under VCIP are shown in the Non-Equity Incentive Plan Compensation column of the table, rather than the Bonus column.

~~(3)~~
Amounts shown represent the aggregate grant date fair value of awards made under the Performance Share Program ("PSP") during each of the years indicated, as determined in accordance with FASB ASC Topic 718. See the "Employee Benefit Plans" section of Note 18 in the Notes to Consolidated Financial Statements in the Company's 2015 Annual Report on Form 10-K for a discussion of the relevant assumptions used in this determination.
The amounts shown for stock awards are from our PSP awards. No off-cycle awards were granted to any of the Named Executive Officers during 2013, 2014 and 2015. The amounts shown for awards from PSP relate to the respective three-year performance periods that began in each of the years presented. Performance periods under PSP generally cover a three-year period and, as a new performance period has begun each year since the program commenced, there are three overlapping performance periods ongoing at any time.
Due to the spinoff in 2012, an ongoing performance period (PSP IX for the performance period January 2011—December 2013) was terminated early and paid out on a pro rata basis. The performance program for the January 2012—December 2014 period (PSP X) as well as the remaining prorated targets in the performance program period that was terminated early (PSP IX Tail for the performance period May 2012—December 2013) were approved by the HRCC post-spin. Only promotional incremental targets associated with the post-spin PSP IX Tail program period for previously reported NEOs are included in the Stock Awards amount; for new NEOs the full target is reported. The amounts shown for 2013 include the full initial target for the 2013 PSP XI for the performance period January 2013—December 2015, as well as any incremental targets set during 2013 with regard to any ongoing performance period as a result of promotions. The amounts shown for 2014 include the full initial target for the 2014 PSP XII for the performance period January 2014—December 2016, as well as any incremental targets set during 2014 with regard to any ongoing performance period as a result of promotions. The amounts shown for 2015 include the full initial target for the 2015 PSP XIII for the performance period January 2015—December 2017, as well as any incremental targets set during 2015 with regard to any ongoing performance period as a result of promotions.

Name and Principal Position Year Salary⁽¹⁾ Bonus⁽²⁾ Stock
Awards⁽³⁾ Option
Awards⁽⁴⁾ Non-Equity
Incentive Plan
Compensation⁽⁵⁾ Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings⁽⁶⁾ All Other
Compensation⁽⁷⁾ Total
R.M. Lance
Chairman and CEO 2018 $1,700,000 $          — $11,006,296 $ — $4,868,800 $5,458,358          $ 372,816 $23,406,270
2017 1,700,000 — 6,993,660 4,652,424 4,596,800 3,578,653 327,393 21,848,930
2016 1,700,000 — 6,607,217 4,419,261 2,638,400 3,601,723 245,437 19,212,038
D.E. Wallette, Jr.⁽⁸⁾
Executive Vice President
and CFO 2018 985,444 — 3,563,725 — 1,763,945 3,849,980 109,403 10,272,497
2017 961,400 — 2,264,449 1,506,438 1,720,906 2,935,282 109,606 9,498,081
2016 939,550 — 1,944,837 1,301,146 911,364 2,248,397 61,530 7,406,824
M.J. Fox⁽⁸⁾
Executive Vice President
and COO 2018 1,241,000 — 5,189,837 — 2,554,599 258,291 150,731 9,394,458
2017 1,241,000 — 3,297,776 2,194,020 2,625,956 438,163 149,519 9,946,434
2016 1,241,000 — 3,115,552 2,083,774 1,384,336 414,358 91,371 8,330,391
A.J. Hirshberg⁽⁸⁾
Executive Vice President,
Production, Drilling & Projects 2018 1,205,600 — 5,041,839 — 2,343,084 4,223,201 156,827 12,970,551
2017 1,205,600 — 3,203,706 2,131,596 2,481,728 439,221 170,957 9,632,808
2016 1,178,200 — 2,751,504 1,840,685 1,314,282 2,262,525 121,457 9,468,653
K.B. Rose
Senior Vice President, Legal, General
Counsel, & Corporate Secretary 2018 241,938 200,000 3,583,832 — 342,366 12,849 26,031 4,407,016
2017 — — — — — — — —
2016 — — — — — — — —
J.L. Carrig (retired)⁽⁹⁾
Senior Vice President, Legal, General
Counsel, & Corporate Secretary 2018 672,333 — 2,383,843 — 806,641 — ⁽¹⁰⁾ 3,281,368 7,144,185
2017 760,032 — 1,514,732 1,007,964 1,143,164 163,710 96,278 4,685,880
2016 760,032 — 1,431,038 957,264 656,136 165,708 70,372 4,040,550
⁽¹⁾ Includes any amounts that were voluntarily deferred under the Key Employee Deferred Compensation Plan. The amount presented for Ms. Carrig includes a payment under the standard vacation policy of ConocoPhillips for pay in lieu of vacation in connection with her retirement effective October 1, 2018.

60 ⁽²⁾ ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~Amounts shown represent a payment made in cash as an inducement in connection with the hiring of Ms. Rose. Our primary short-term incentive compensation arrangement for salaried employees (the Variable Cash Incentive Program or “VCIP”) has performance measures established by the HRCC, and communicated to employees, including the Named Executive Officers, at a time when the outcome of the performance is substantially uncertain, with regard to the 2018 performance period. The HRCC must determine the level of achievement with regard to such performance measures before there is any payout to Named Executive Officers. Because of this process, amounts paid under the VCIP are shown in the Non-Equity Incentive Plan Compensation column of the table, rather than the Bonus column.

2019 Proxy Statement   79
Table of Contents
Executive Compensation Tables
⁽³⁾ Amounts shown represent the aggregate grant date fair value of awards made under the Performance Share Program (“PSP”) during each of the years indicated and under the Executive Restricted Stock Unit Program in 2018, as determined in accordance with FASB ASC Topic 718. See the “Employee Benefit Plans” section of Note 18 in the Notes to Consolidated Financial Statements in ConocoPhillips’ 2018 Annual Report on Form 10-K for a discussion of the relevant assumptions used in this determination. A detailed breakdown of 2018 awards in theStock Awardscolumn of theSummary Compensation Tableis below:

Grants made in 2018
Name
PSP Executive Restricted Stock
Unit Program       Other Stock
Awards (#)
      Shares (#)       Value       Shares (#)       Value Value Total Value
R.M. Lance 134,286 $ 7,154,087 72,308 $ 3,852,209 — $ — $ 11,006,296
D.E. Wallette, Jr. 43,480 2,316,397 23,413 1,247,328 — — 3,563,725
M.J. Fox 63,320 3,373,373 34,096 1,816,464 — — 5,189,837
A.J. Hirshberg 61,514 3,277,158 33,124 1,764,681 — — 5,041,839
K.B. Rose 35,835 2,783,827 6,311 493,725 3,915 306,280 3,583,832
J.L. Carrig (retired) 29,084 1,549,450 15,662 834,393 — — 2,383,843
No off-cycle awards were granted to any of the Named Executive Officers during 2016 or 2017. The amounts shown for awards from the PSP relate to the respective three-year performance periods that began in each of the years presented. Performance periods under the PSP generally are three years. As a new performance period has begun each year since the program commenced, there are three overlapping performance periods ongoing at any time.
The amounts shown for 2016 include the full initial target for PSP XIV for the January 2016—December 2018 performance period, as well as any incremental targets set during 2016 with regard to any ongoing performance period as a result of promotions (of which there were none in 2016). The amounts shown for 2017 include the full target for PSP 17 for the January 2017—December 2019 performance period, as well as any incremental targets set during 2017 with regard to any ongoing performance period as a result of promotions (of which there were none in 2017). The amounts shown for 2018 include the full initial target for PSP 18 for the January 2018—December 2020 performance period, as well as any incremental targets set during 2018 with regard to any ongoing performance period as a result of promotions (of which there were none in 2018). For Ms. Rose, the amounts shown also include pro-rata grants for her hire in September 2018 for participation in the PSP and Executive Restricted Stock Unit Program.
Amounts shown represent the grant date fair value at target level under the PSP as determined pursuant to FASB ASC Topic 718. Amounts are shown at target for each year since it is most probable at the setting of the target for the applicable performance periods that targets will be achieved. If payout was made at maximum levels for company performance and excluding any individual adjustments, the amounts shown would double from the targets shown, although the value of the actual payout would be dependent upon the stock price at the time of the payout. If payout was made at minimum levels, the amounts would be reduced to zero. No adjustment is made to the target shown for prior years based upon any change in probability after the target is set. Changes to targets resulting from promotion or demotion of a Named Executive Officer are shown as awards in the year of the promotion or demotion, even though the awards may relate to a program period that began in an earlier year.
The grant date fair values of the target awards for PSP XIV (January 2016-December 2018) appear in the table in 2016. Actual payouts with regard to the targets for PSP XIV were approved by the HRCC at its February 2019 meeting. Pursuant to that approval, payouts were made in February 2019 (with values shown at fair market value on the date of settlement) to the Named Executive Officers as follows: Mr. Lance, 398,693 units valued at $27,747,039; Mr. Wallette, 117,355 units valued at $8,167,321; Mr. Fox, 187,999 units valued at $13,083,790; Mr. Hirshberg, 166,031 units valued at $11,554,927; and Ms. Carrig, 79,155 units valued at $5,508,792. Ms. Rose did not participate in PSP XIV and received no payout with regard to that performance period. These amounts do not appear in theSummary Compensation Table. Under the terms and conditions of the awards, participants were able to make elections prior to the beginning of the performance period to defer all or a portion of the award value into the Key Employee Deferred Compensation Plan. Mr. Lance deferred 20% of the value equal to $5,549,408. See also the section onNonqualified Deferred Compensation beginning onpage 91for further information.
For programs beginning in 2012 and later, settlement will be made in cash rather than unrestricted shares. For target awards for program periods beginning in 2013 and later, the escrow period ends shortly after the end of the performance period, except that in the cases of termination due to death, layoff, or retirement, or after disability or a change in control, the escrow period ends upon the occurrence of the exceptional termination event although the timing of settlement remains unchanged. For programs beginning prior to 2013, the employee may have elected, prior to the beginning of the performance period, to defer the lapsing of restrictions until after separation. For programs beginning in 2013 and later, the employee may elect, prior to the beginning of the performance period, to have some or all of the settlement value deferred into the Key Employee Deferred Compensation Plan.
⁽⁴⁾ Amounts represent the dollar amount recognized as the aggregate grant date fair value as determined in accordance with FASB ASC Topic 718. See the “Employee Benefit Plans” section of Note 18 in the Notes to Consolidated Financial Statements in ConocoPhillips’ 2018 Annual Report on Form 10-K for a discussion of the relevant assumptions used in this determination. All such options were awarded under the Stock Option Program. Options awarded to Named Executive Officers under the Stock Option Program generally vest in three equal annual installments beginning on the first anniversary of the date of grant and expire ten years after the date of grant. However, if a Named Executive Officer has attained the early retirement age of 55 with five years of service, the value of the options granted is expensed in the year of grant or over the number of months until the executive attains age 55 with five years of service. Option awards were made in February of each year at a regularly-scheduled meeting of the HRCC. Occasionally, option awards were also made at other times, such as when an individual commences employment. In determining the number of shares to be subject to these option grants, the HRCC used a Black-Scholes-Merton-based methodology to value the options. In 2017, the HRCC approved the discontinuation of the Stock Option Program for 2018 and later years. No stock option grants were made to Named Executive Officers in 2018.
⁽⁵⁾ Includes amounts paid under the VCIP and VCIP amounts that were voluntarily deferred to the Key Employee Deferred Compensation Plan. See the section onNonqualified Deferred Compensation beginning onpage 91for further information. See also note 2 above.
⁽⁶⁾ Amounts represent the actuarial increase in the present value of the Named Executive Officer’s benefits under all pension plans maintained by ConocoPhillips determined using interest rate, discount rate, and mortality rate assumptions consistent with those used in ConocoPhillips’ financial statements. Interest rate assumption changes have a significant impact on the pension values, with periods of lower interest rates having the effect
80   ConocoPhillips
Table of the target for the applicable performance periods that targets will be achieved. If payout was made at maximum levels for company performance and excluding any individual adjustments, the amounts shown would double from the targets shown, although the value of the actual payout would be dependent upon the stock price at the time of the payout. If payout was made at minimum levels, the amounts would be reduced to zero. No adjustment is made to the target shown for prior years based upon any change in probability subsequent to the time the target is set. Changes to targets resulting from promotion or demotion of a Named Contents
Executive ~~Officer are shown as awards in the year of the promotion or demotion, even though the awards may relate to a program period that began in an earlier year.~~Compensation Tables
of increasing the actuarial values reported andvice versa. The discount rate assumptions and discount periods from the assumed retirement age to current age used in determining the present value may also have a significant impact on the pension values, with lower discount rates having the effect of increased actuarial values reported andvice versa, and shorter discount periods having the effect of increased actuarial values reported andvice versa. The years of service credited and increases to compensation are also factors in the benefit accrual. Each additional year of service credit and pay increases will generally result in an increase in the actuarial values reported. This applies to each of the Named Executive Officers other than Mr. Fox, Ms. Rose, and Ms. Carrig, who are not in a final average earnings title of ConocoPhillips’ U.S. pension plans. SeePension Benefits beginning onpage 87

Actual payouts with regard to the targets for PSP XI (January 2013—December 2015), were approved by the HRCC at its February 2016 meeting, at which the Committee determined the payouts to be made to Senior Officers (including the Named Executive Officers) for the performance period that began in January 2013 and ended in December 2015. Those payouts were made in February 2016 as follows (with values shown at fair market value on the date of settlement): The Named Executive Officers, pursuant to that decision, received the settlement in 2016 as follows: Mr. Lance, 126,302 units valued at $4,291,110; Mr. Sheets, 32,279 units valued at $1,096,679; Mr. Fox, 52,514 units valued at $1,784,163; Mr. Hirshberg, 44,938 units valued at $1,526,769; and Mr. Wallette, 31,646 units valued at $1,075,173.

Historically, awards under PSP were settled in restricted stock or restricted stock units that will generally be forfeited if the employee is terminated prior to the end of the escrow period set in the award (except in the cases of termination due to death, layoff, or retirement, or after disability or a change in control). For target awards for program periods beginning in 2008 and earlier, the escrow period lasts until separation from service, except in the cases of termination due to death, layoff, or retirement, or after disability or a change in control, when the escrow period ends at the exceptional termination event. For target awards for program periods beginning in 2009 through those beginning in 2012, the escrow period lasts five years from the settlement of the award (which would be more than eight years after the beginning of the program period, when measured including the performance period) unless the employee makes an election prior to the beginning of the program period to have the escrow period last until separation from service instead; except that in the cases of termination due to death, layoff, or retirement, or after disability or a change in control, the escrow period ends at the exceptional termination event. For target awards for program periods beginning in 2013 and later, the escrow period ends shortly after the end of the performance period, except that in the cases of termination due to death, layoff, or retirement, or after disability or a change in control, the escrow period ends at the exceptional termination event. In the event of termination due to layoff or retirement after age 55 with five years of service, a value for the forfeited restricted stock or restricted stock units will generally be credited to a deferred compensation account for the employee for awards made prior to 2005; for later awards, restrictions lapse in the event of termination due to layoff or early retirement after age 55 with five years of service, unless the employee has elected to defer receipt of the stock until a later time. For programs beginning in 2012 and later, settlement will be made in cash rather than unrestricted shares, although the employee may elect, prior to the beginning of the performance period, to have some or all of the settlement deferred into the Key Employee Deferred Compensation Plan.

Mr. Fox became an employee of ConocoPhillips on January 1, 2012. As an inducement to his employment, the HRCC approved the grant of 79,102 restricted stock units (valued at $4,399,989), effective on the date of employment, the restrictions on which lapse as to one-half of the units on the fourth anniversary of his employment, while the remainder lapse on the fifth anniversary of his employment. Termination for any reason other than layoff, death, or disability results in forfeiture to the extent the award is not vested. On January 1, 2016, the first half of this award settled in 39,551 shares of common stock (prior to withholding for taxes) with a fair value on that date of $1,840,704.

Furthermore, an additional grant of 20,518 units (valued at $1,099,970) was made to Mr. Fox to provide value for certain compensation forgone due to his termination from his prior employer. The restrictions lapsed on the third anniversary of the grant date. This resulted in a settlement of unrestricted stock on May 8, 2015 of 20,518 shares of common stock (prior to withholding for taxes) with a fair value on that date of $1,371,936.

On May 8, 2012, each Named Executive Officer who remained an active employee of the Company received grants during the year to reflect his or her increased duties and responsibilities. These awards were made as restricted stock units, used in lieu of stock options. The number of units and aggregate grant date fair value were as follows: Mr. Lance, 46,100 units, $2,471,421; Mr. Sheets, 1,908 units, $102,288; Mr. Fox, 10,703 units, $573,788; Mr. Hirshberg, 4,687 units, $251,270; and Mr. Wallette, 6,109 units, $327,503. The restrictions lapsed on the third anniversary of the grant date. Thus, on May 8, 2015, there was a settlement of shares of common stock (prior to withholding for taxes) with a fair value on that date as follows: Mr. Lance, 46,100 units, $3,082,477; Mr. Sheets, 1,908 units, $127,579; Mr. Fox, 10,703 units, $715,656; Mr. Hirshberg, 4,687 units, $313,396; and Mr. Wallette, 6,109 units, $408,478.

~~(4)~~
Amounts represent the dollar amount recognized as the aggregate grant date fair value, as determined in accordance with FASB ASC Topic 718. See the "Employee Benefit Plans" section of Note 18 in the Notes to Consolidated Financial Statements in the Company's 2015 Annual Report on Form 10-K for a discussion of the relevant assumptions used in this determination. All such options were awarded under the Company's Stock Option Program. Options awarded to Named Executive Officers under that program generally vest in three equal annual installments beginning with the first anniversary from the date of grant and expire ten years after the date of grant. However, if a Named Executive Officer has attained the early retirement age of 55 with five years of service, the value of the options granted is taken in the year of grant or over the number of months until the executive attains age 55 with five years of service.
Option awards are made in February of each year at a regularly-scheduled meeting of the HRCC. Occasionally, option awards may be made at other times, such as upon the commencement of employment of an individual. In determining the number of shares to be subject to these option grants, the HRCC uses a Black-Scholes-Merton-based methodology to value the options.
~~(5)~~
~~Includes amounts paid under VCIP and amounts that were voluntarily deferred to the Company's Key Employee Deferred Compensation Plan. See also note 2 above.~~

~~(6)~~
Amounts represent the actuarial increase in the present value of the Named Executive Officer's benefits under all pension plans maintained by the Company determined using interest rate and mortality rate assumptions consistent with those used in the Company's financial statements. Interest rate assumption changes have a significant impact on the pension values with periods of lower interest rates having the effect of increasing the actuarial values reported and vice versa. Furthermore, with the increase in pensionable earnings that occurred with the promotions of the Named Executive Officers as a result of increased responsibilities upon the spinoff, the three-year final average earnings used as a factor in the benefit accrual has increased, resulting in a significant increase in the actuarial values reported each year until the three-year period has passed. This applies to each of the Named Executive Officers other than Mr. Fox, who is not in a final average earnings title of the Company's U.S. pension plans. See Pension Benefits beginning on page 66 of this Proxy Statement for further information.
⁽⁷⁾ As discussed in“Compensation Discussion and Analysis” beginning onpage 48of this Proxy Statement, ConocoPhillips provides its executives with a number of compensation and benefit arrangements. The table below reflects amounts earned in 2018 under those arrangements. We have excluded the cost of benefits that are generally available to our U.S.-based salaried employees, such as our medical, dental, vision, life, and accident plans, disability, and health savings and flexible spending account arrangements. All of our Named Executive Officers are U.S.-based salaried employees. All Other Compensation includes the following amounts, which were determined using actual cost paid by ConocoPhillips unless otherwise noted:

Name Personal
Use of
Company
Aircraft^(a) Home
Security
and Other
Security
Related
Costs^(b) Executive
Group Life
Insurance
Premiums^(c) Tax
Reimbursement
Gross-Up^(d) Meeting
Presentations
& Meeting Travel
Reimbursement^(e)    Post-Employment
Payments^(f) Matching Gift
Program^(g) Matching
Contributions
Under the
Tax-Qualified
Savings Plans^(h) Company
Contributions to
Non-Qualified
Defined
Contribution
Plans⁽ⁱ⁾
R.M. Lance $161,110 $— $12,689 $23,591 $5,426           $ —            $ — $27,500 $142,500
D.E. Wallette, Jr. — — 7,356 3,102 401 — — 27,500 71,044
M.J. Fox — — 9,263 14,256 112 — 3,000 27,500 96,600
A.J. Hirshberg — — 8,999 22,220 5,048 — — 27,500 93,060
K.B. Rose — — 1,829 8 — — — 24,194 —
J.L. Carrig (retired) — — 4,255 13,091 5,746 3,191,274 10,000 27,500 29,502
^(a) ConocoPhillips’ Comprehensive Security Program requires that the CEO, Mr. Lance, fly on company aircraft unless the Global Security Department determines that other arrangements represent an acceptable risk. Amounts represent the approximate incremental cost to ConocoPhillips for personal use of the aircraft, including travel for any family member or personal guest. Approximate incremental cost has been determined by calculating the variable costs for each aircraft during the year, dividing that amount by the total number of miles flown by that aircraft, and multiplying the result by the miles flown for personal use during the year. However, where there were identifiable costs related to a particular trip—such as airport landing fees or food and lodging for aircraft personnel who remained at the location of the personal trip—those amounts are separately determined and included in the table above. The amounts shown include incremental costs associated with flights to the hangar or other locations without passengers (commonly referred to as “deadhead” flights) arising from the non-business use of the aircraft by a Named Executive Officer.
^(b)
The use of a home security system is required as part of ConocoPhillips’ Comprehensive Security Program for certain executives and employees, including the Named Executive Officers, based on risk assessments made by our Global Security Department. Amounts shown represent the approximate incremental cost to ConocoPhillips for the installation and maintenance of the home security systems with features required by our security program in excess of the cost of a “standard” system typical for homes in the neighborhoods where the Named Executive Officers reside. Each Named Executive Officer pays the cost of the “standard” system personally. In addition, amounts shown reflect other security costs, primarily related to transportation and protection services provided under our Comprehensive Security Program if a risk assessment indicated that enhanced procedures were warranted when an executive attended certain public events.
^(c)
The amounts shown reflect the incremental cost of premiums paid by ConocoPhillips for executive group life insurance (coverage equal to two times annual salary) versus the cost of basic life insurance provided to non-executive employees (coverage equal to annual salary). In addition, certain employees, including the Named Executive Officers, are eligible to purchase group variable universal life insurance policies at no incremental cost to ConocoPhillips.
^(d)
The amounts shown are for payments by ConocoPhillips relating to certain taxes incurred by the employee. These taxes arise primarily when ConocoPhillips requests family members or other guests to accompany the employee to a function, and, as a result, the employee is deemed to make a personal use of company assets (for example, when a spouse accompanies an employee on a company aircraft). ConocoPhillips believes such expenses are appropriately characterized as a business expense, and, if the employee has imputed income in accordance with the applicable tax laws, ConocoPhillips will generally reimburse any increased tax costs.
^(e)
The amounts in this column represent the cost of presentations made to employees and their spouses at company meetings and reimbursements for the cost of spousal attendance at such meetings.
^(f)
Ms. Carrig retired effective October 1, 2018. The amounts presented for her reflect post-employment payments made to her under the ConocoPhillips Executive Severance Plan. Not reflected in theSummary Compensation Tablebut included in thePayments During Last Fiscal Yearcolumn of thePension Benefitstable are pension benefits to which Ms. Carrig was entitled as part of the provisions of the ConocoPhillips Retirement Plan. Also see note 6 of thePension Benefits table onpage 90.
^(g)
ConocoPhillips maintains a Matching Gift Program, under which certain gifts by employees to qualified educational or charitable institutions are matched. For executives, the program matches up to $10,000 with regard to each program year. Administration of the program can cause us to pay more than the limit in a single fiscal year due to a lag in processing claims. The amounts shown are for the actual payments by ConocoPhillips during the year.
^(h)
Under the terms of its tax-qualified defined contribution plans, ConocoPhillips makes matching contributions and allocations to the accounts of its eligible employees, including the Named Executive Officers.
⁽ⁱ⁾
Under the terms of its nonqualified defined contribution plans, ConocoPhillips makes contributions to the accounts of its eligible employees, including the Named Executive Officers. See the narrative, table, and notes to theNonqualified Deferred Compensation section beginning onpage 91for further information.
2019 Proxy Statement   ~~for further information.~~

81
~~(7)~~Table of Contents
~~As discussed in~~
Executive Compensation Discussion and Analysis beginning on page 29 of this Proxy Statement, ConocoPhillips provides its executives with a number of compensation and benefit arrangements. The tables below reflect amounts earned under those arrangements. We have excluded the cost of benefits that are generally available to our U.S.-based salaried employees, such as our medical, dental, life and accident insurance, disability, and health savings and flexible spending account arrangements. All of our Named Executive Officers are U.S.-based salaried employees. Certain of the amounts reflected below were paid in local currencies for Named Executive Officers with foreign compensation, which we value in this table in U.S. dollars using a monthly currency valuation for the month in which costs were incurred. All Other Compensation includes the following amounts, which were determined using actual cost paid by the Company unless otherwise noted:

Tables
⁽⁸⁾

The following changes to ConocoPhillips executive leadership team were effective January 1, 2019: on October 31, 2018, Alan J. Hirshberg announced his decision to retire as Executive Vice President, Production, Drilling and Projects of ConocoPhillips and remained in his position as Executive Vice President, Production, Drilling and Projects until January 1, 2019; Matthew J. Fox became Executive Vice President and Chief Operating Officer; and Donald E. Wallette, Jr. became Executive Vice President and Chief Financial Officer.
~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~⁽⁹⁾ 61
Ms. Carrig retired effective October 1, 2018.

With regard to the retirement of Ms. Carrig, awards under the VCIP and PSP (respectively reflected in theNon-Equity Incentive Plan CompensationandStock Awardscolumns above) are usually reduced to reflect service for less than the full time of the relevant performance period, subject to the discretion of the HRCC to set actual payout. For PSP, except in cases of death, disability or demotion, if the employee has participated for less than a year in a program period, awards related to that program period are forfeited. The amounts shown for VCIP in theNon-Equity Incentive Plan Compensationcolumn above reflect actual amounts paid for the applicable time. The amounts included for PSP in theStock Awardscolumn above reflect the gross targets set for awards for 2018, 2017, and 2016. For the performance period beginning in 2016, the amount actually paid out in accordance with the decision of the HRCC at its February 2019 meeting, reflecting reductions for service of less than the full time of the performance period, was $5,508,792. For 2017, relating to the performance period beginning in 2017, the amounts shown reflect the gross target amount prior to any such reductions, although it is expected that the HRCC will reduce the payout to be determined at its February 2020 meeting to account for service in only 21 full months during the three-year performance period. Due to her retirement less than one year after the beginning of the performance period that began in 2018, Ms. Carrig forfeited the target award for PSP 18 relating to the performance period beginning in 2018 shown in the Table above for 2018, and her target for that award was reduced to zero. The amounts included for Executive Restricted Stock Units in theStock Awardscolumn above reflect the gross target set for the award in 2018. Per the terms in the award in cases where retirement occurs 6 months from grant date, the employee retains the award. Due to her retirement greater than 6 months after the grant date, Ms. Carrig retained her 2018 Executive Restricted Stock Unit grant.
~~Table of Contents~~

~~Summary Compensation Table continued~~

Name
Personal
Use of
Company
Aircraft

(a) Home
Security and
Other
Security
Related
Costs

(b) Executive
Group Life
Insurance
Premiums

(c) Tax
Reimbursement
Gross-Up

(d) Expatriate (e) Meeting
Presentations &
Meeting Travel
Reimbursement

(f) Matching
Gift
Program

(g) Matching
Contributions
Under the
Tax-Qualified
Savings Plans

(h) Company
Contributions to
Non-Qualified
Defined
Contribution
Plans

(i)
R.M. Lance
2015 $ 104,258 $ 5,721 $ 4,692 $ 7,770 $ – $ 1,345 $ 25,000 $ 23,850 $ 129,150

2014 200,846 50,934 4,692 20,055 22,078 1,171 15,000 23,400 129,600

2013 330,869 94,591 4,600 14,151 305,108 2,043 – 22,950 211,188
J.W. Sheets
2015 – – 4,582 8,179 – 691 – 23,850 56,070
2014 – – 4,582 2,470 – 518 15,000 23,400 56,520
2013 – – 4,546 9,580 – 2,024 15,000 22,950 98,408
M.J. Fox
2015 – – 6,404 25,114 – 1,119 15,000 23,850 87,840

2014 – 10,231 3,425 43,043 – 2,103 1,000 28,947 88,290

2013 – – 3,388 35,206 – 6,704 4,000 17,403 144,837
A.J. Hirshberg
2015 – 19,469 3,025 26,839 – 1,099 10,000 23,850 74,790
2014 1,283 – 2,997 26,870 – 604 15,000 25,166 74,310
2013 – – 2,831 25,748 – 1,665 29,500 21,184 124,626
D.E. Wallette, Jr.
2015 – 97 4,510 2,050 – 97 – 23,850 54,810

2014 – 7,260 4,510 9,436 30,456 662 – 25,597 55,260

2013 – – 4,201 1,827 745,349 1,665 – 20,753 83,907
~~(a)~~
Amounts in this column represent the approximate incremental cost to ConocoPhillips for personal use of the aircraft, including travel for any family member or guest. Approximate incremental cost has been determined by calculating the variable costs for each aircraft during the year, dividing that amount by the total number of miles flown by that aircraft, and multiplying the result by the miles flown for personal use during the year. However, where there were identifiable costs related to a particular trip—such as airport landing fees or food and lodging for aircraft personnel who remained at the location of the personal trip—those amounts are separately determined and included in the table above. The amounts shown include incremental costs associated with flights to the Company hangar or other locations without passengers (commonly referred to as "deadhead" flights) which related to the non-business use of the aircraft by a Named Executive Officer. Upon Mr. Lance becoming the CEO, the Company's Comprehensive Security Program required that Mr. Lance fly on Company aircraft, unless the Global Security Department determines that other arrangements represent an acceptable risk.

~~(b)~~
The use of a home security system is required as part of ConocoPhillips' Comprehensive Security Program for certain executives and employees, including the Named Executive Officers, based on risk assessments made by the Company's Global Security Department. Amounts shown represent the approximate incremental cost to ConocoPhillips for the installation and maintenance of the home security system with features required by the Company in excess of the cost of a "standard" system typical for homes in the neighborhoods where the Named Executive Officers' homes are located. The Named Executive Officer pays the cost of the "standard" system himself. In addition, amounts shown reflect other security costs, primarily related to transportation and protection services provided under our Comprehensive Security Program if risk assessment indicated that enhanced procedures were warranted when an executive attended certain public events.

~~(c)~~
The amounts shown are for premiums paid by the Company for executive group life insurance provided by the Company, with a value equal to the employee's annual salary. In addition, certain employees of the Company, including the Named Executive Officers, are eligible to purchase group variable universal life insurance policies for which the employee pays all costs, at no incremental cost to the Company.

~~(d)~~
The amounts shown are for payments by the Company relating to certain taxes incurred by the employee. These taxes arise primarily when the Company requests family members or other guests to accompany the employee to Company functions and, as a result, the employee is deemed to make a personal use of Company assets (for example, when a spouse accompanies an employee on a Company aircraft) or when a retirement presentation is made to an employee. The Company believes that such travel is appropriately characterized as a business expense and, if the employee has imputed income in accordance with the applicable tax laws, the Company will generally reimburse the employee for any increased tax costs.

~~(e)~~
Messrs. Lance and Wallette were previously on assignment in Singapore, and Mr. Fox was previously on assignment in Canada related to service prior to his re-joining the Company in January 2012. These amounts reflect net expatriate benefits under our standard policies for such service outside the United States, and these amounts include payments for increased tax costs related to such expatriate assignments and benefits. Amounts shown in the table above also reflect amended tax equalization and similar payments under our expatriate services policies that were made to and from, or on behalf of, the Named Executive Officer that were paid or received during a given year but apply to earnings of prior years, but which were unknown or not capable of being estimated with any reasonable degree of accuracy in prior years. These amounts are returned to the Company when they are known or received through the tax reporting and filing process. Not included in the table are amounts less than $0 that primarily relate to tax amounts returned to the Company in the normal course of the expatriate tax protection process that may relate to a prior period. The amounts noted for Mr. Fox would have been negative $41,455 in 2014, with a further positive adjustment of $1,065, for a net negative amount of $40,390. The amounts noted for Mr. Fox would have been negative $16,909 in 2015, with a further positive adjustment of $1,292, for a net negative amount of $15,617.

~~(f)~~
The amounts in this column represent the cost of presentations made to employees and their spouses at Company meetings and reimbursements for the cost of spousal attendance at such meetings. The amounts shown reflect invoiced cost to the Company. The amounts include certain expenses discovered in the current year that relate to prior years, which had the effect of increasing the amounts reported for 2013 and 2014 by $1,091 and $5,058, respectively.

~~(g)~~
The Company maintains a Matching Gift Program under which certain gifts by employees to qualified educational or charitable institutions are matched. For executives, the program matches up to $15,000 with regard to each program year (the limit was reduced to $10,000 effective June 1, 2015 for gifts made after that date). Administration of the program can cause more than the limit to be paid in a single fiscal year of the Company, due to processing claims from more than one program year in that single fiscal year. The amounts shown are for the actual payments by the Company during the year.

~~(h)~~
Under the terms of its tax-qualified defined contribution plans, the Company makes matching contributions and allocations to the accounts of its eligible employees, including the Named Executive Officers.

~~(i)~~
Under the terms of its nonqualified defined contribution plans, the Company makes contributions to the accounts of its eligible employees, including the Named Executive Officers. See the narrative, table, and notes to the Nonqualified Deferred Compensation Table for further information.

For options reflected in theOption Awardscolumn, except in cases of death or disability, per the terms of the award, if the employee retires prior to the date six months from the grant date, the option award will be forfeited. If the employee retires after a date that is six months from the grant date, the option award is retained. Due to Ms. Carrig’s retirement more than six months from the last grant of option awards, she retained the stock option awards in the table. The original vesting schedule continues to apply and the term remains ten years from the original grant date.
⁽¹⁰⁾

62
~~ConocoPhillips~~In accordance with SEC rules prohibiting issuers from reporting a negative value in the   ~~2016 PROXY STATEMENT~~Change in Pension Value and Nonqualified Deferred Compensation Earningscolumn, Ms. Carrig’s total compensation excludes the negative values as a result of the distribution payment of her pension benefit as shown in thePension Benefitstable onpage 90.

~~Table of Contents~~
Grants of Plan-Based Awards Table
TheGrants of Plan-Based Awards Table ~~is used to show~~shows participation by the Named Executive Officers in the incentive compensation arrangements described below.
The columns under the headingEstimated Future Payouts Under Non-Equity Incentive Plan Awardsshow information regarding VCIP. The amounts shown in the table are those applicable to the ~~2015~~2018 program year, using a minimum of zero and a maximum of 250 percent of VCIP target for each ~~participant and~~participant; the amounts shown do not represent actual payouts for that program year. Actual payouts for the ~~2015~~2018 program year were made in February ~~2016~~2019 and are shown in ~~the~~~~Summary~~theSummary Compensation ~~Table~~Tableonpage 79 under theNon-Equity Incentive Plan Compensationcolumn. Awards are eligible to be voluntarily deferred.
The columns under the headingEstimated Future Payouts Under Equity Incentive Plan Awardsshow information regarding PSP. The amounts shown in the table are those set for ~~2015~~2018 compensation tied to the ~~2015~~2018 through ~~2017~~2020 program period ~~under PSP (PSP XIII)~~ and do not represent actual payouts for that program year. ~~Amounts also include awards or adjustments made in 2015 due~~Awards are eligible to ~~hiring or promotion of Named Executive Officers.~~be voluntarily deferred.
TheAll Other ~~Option~~Stock Awardscolumn reflects ~~option~~ awards granted under the Executive Restricted Stock ~~Option Program.~~Unit Program or, in the case of Ms. Rose, made as an off-cycle make-up award. The ~~option~~Executive Restricted Stock Unit Program awards shown were granted on the same day ~~that~~ the target was approved, vest at the end of a three-year period, and ~~vest ratably over a three year period.~~accrue dividend equivalents that are reinvested in further restricted stock units and paid upon the applicable vesting of the underlying award. Awards are eligible to be voluntarily deferred. For the ~~2015~~2018 program year under the Executive Restricted Stock ~~Option~~Unit Program, the HRCC set the targets ~~were set~~ and granted awards ~~granted~~ at the regularly scheduled February ~~2015~~2018 meeting of the HRCC.

All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
Exercise
or Base
Price Of
Options
Awards
Average
Price
($Sh)(4)
Exercise
or Base
Price Of
Options
Awards
Closing
Price
($Sh)(5)

Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(2) Estimated Future Payouts Under
Equity Incentive Plan Awards(3) Grant Date
Fair Value of
Stock and
Options
Awards(6)
($)

Name
Grant
Date(1)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)

R.M. Lance
$ – $ 2,720,000 $ 6,800,000 – – – – – $ – $ – $ –

2/17/2015 – – – – – – – 607,000 69.24500 69.47 5,790,780

2/17/2015 – – – – 95,757 191,514 – – – – 6,630,693
J.W. Sheets
– 888,000 2,220,000 – – – – – – – –
2/17/2015 – – – – – – – 181,600 69.24500 69.47 1,732,464
2/17/2015 – – – – 28,638 57,276 – – – – 1,983,038
M.J. Fox
– 1,427,150 3,567,875 – – – – – – – –

2/17/2015 – – – – – – – 286,200 69.24500 69.47 2,730,348

2/17/2015 – – – – 45,153 90,306 – – – – 3,126,619
A.J. Hirshberg
1,260,400 3,151,000 – – – – – – – –
2/17/2015 – – – – – – – 252,800 69.24500 69.47 2,411,712
2/17/2015 – – – – 39,877 79,754 – – – – 2,761,283
D.E. Wallette, Jr.
– 874,000 2,185,000 – – – – – – – –

2/17/2015 – – – – – – – 178,700 69.24500 69.47 1,704,798

2/17/2015 – – – – 28,186 56,372 – – – – 1,951,740
~~(1)~~
The ~~grant date~~off-cycle award shown iswas granted in connection with the ~~date on which the HRCC approved the target awards or in the case~~hiring of ~~pro-rated promotional awards under the PSP program, the effective date of the promotion.~~

~~(2)~~
~~Threshold and maximum awards are based on the program provisions under VCIP. Actual awards earned can range from zero to 200 percent of the target awards for corporate and~~Ms. Rose. The off-cycle make-up award unit performance, with a further possible adjustment of up to 50 percent of the target awards for individual performance. Amounts reflect estimated possible cash payouts under VCIP after the close of the performance period. The estimated amounts are calculated based on the applicable annual target and base salary for each Named Executive Officer in effect for the 2015 performance period. If threshold levels of performance are not met, then the payout can be zero. The HRCC also retains the authority to make awards under the program at its discretion. Actual payouts under VCIP for 2015 are based on actual base salaries earned in 2015 and are reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table on page 60.

~~(3)~~
Threshold and maximum awards are based on the program provisions under the PSP. Actual awards earned can range from zero to 200 percent of the target awards. The HRCC retains the authority to make awards under the program at its discretion, including awards greater than the maximum payout, although at its December 2014 meeting, the HRCC adopted a resolution limiting the award to 200 percent of target for future awards.

~~(4)~~
~~The exercise price is the average of the high and low prices of ConocoPhillips common stock, as reported on the NYSE,~~shown was granted on the date of the ~~grant (or on the last preceding date for which there was a reported sale, in the absence of any reported sales on the grant date). Accordingly, the option has no~~HRCC meeting immediately ~~realizable value on~~following Ms. Rose’s hire, vests three years from the grant date, and ~~any potential payout reflects an increase~~pays dividend equivalents in share price after the grant date. The Company's stockholder-approved 2014 Omnibus Stock and Performance Incentive Plan provides for the use of such an average price in setting the exercise price on options, unless the HRCC directs otherwise. The immediate predecessor plans, the stockholder-approved 2004, 2009, and 2011 Omnibus Stock and Performance Incentive Plans, hadcash at the same ~~provision. Grants made before May 13, 2009, were made under~~time and at the ~~2004 Plan, grants made before May 11, 2011, but after May 12, 2009, were made under the 2009 Plan, and grants made before May 13, 2014, but after May 11, 2011, were made under the 2011 Plan.~~

~~(5)~~
~~The closing price is the closing price of~~same rate as dividends are paid on ConocoPhillips common ~~stock, as reported on the NYSE, on the date~~stock. This make-up award was eligible to be voluntarily deferred.
82   ConocoPhillips
Table of ~~the grant.~~

Contents
~~(6)~~
For equity incentive plan awards, these amounts represent the grant date fair value at target level under PSP as determined pursuant to FASB ASC Topic 718 and reflected in the Stock Awards column in the Summary
Executive Compensation Table on page 60. For option awards, these amounts represent the grant date fair value of the option awards determined under FASB ASC Topic 718 using a Black-Scholes-Merton-based methodology to value the options. Actual value realized upon vesting of the PSP award or option exercise depends on market prices at the time of exercise. See the "Employee Benefit Plans" section of Note 18 in the Notes to Consolidated Financial Statements in the Company's 2015 Annual Report on Form 10-K, for a discussion of the relevant assumptions used in this determination.

Tables

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards⁽²⁾ Estimated Future Payouts
Under Equity Incentive
Plan Awards⁽³⁾ All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)⁽⁴⁾ All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) Exercise or
Base Price
of Options
Awards
Average
Price
($Sh) Exercise or
Base Price
of Options
Awards
Closing
Price
($Sh) Grant Date
Fair Value of
Stock and
Options
Awards⁽⁵⁾
Name Grant
Date⁽¹⁾ Threshold Target Maximum Threshold
(#) Target
(#) Maximum
(#)
R.M. Lance       $—    $2,720,000    $6,800,000    —    —    —    —    —    $—    $—    $ —
2/13/2018 — — — — 134,286 268,572 — — — — 7,154,087
2/13/2018 — — — — — — 72,308 — — — 3,852,209
D.E. Wallette, Jr. — 985,444 2,463,610 — — — — — — — —
2/13/2018 — — — — 43,480 86,960 — — — — 2,316,397
2/13/2018 — — — — — — 23,413 — — — 1,247,328
M.J. Fox — 1,427,150 3,567,875 — — — — — — — —
2/13/2018 — — — — 63,320 126,640 — — — — 3,373,373
2/13/2018 — — — — — — 34,096 — — — 1,816,464
A.J. Hirshberg — 1,386,440 3,466,100 — — — — — — — —
2/13/2018 — — — — 61,514 123,028 — — — 3,277,158
2/13/2018 — — — — — — 33,124 — — — 1,764,681
K.B. Rose — 215,324 538,310 — — — — — — — —
10/4/2018 — — — — 13,959 27,918 — — — — 1,072,413
10/4/2018 — — — — 21,876 43,752 — — — — 1,711,414
10/4/2018 — — — — — — 6,311 — — — 493,725
10/4/2018 — — — — — — 3,915 — — — 306,280
J.L. Carrig (retired)⁽⁶⁾ — 676,428 1,691,070 — — — — — — — —
2/13/2018 — — — — 29,084 58,168 — — — — 1,549,450
2/13/2018 — — — — — — 15,662 — — — 834,393
⁽¹⁾

The grant date shown is the date on which the HRCC approved the target awards or, in the case of prorated promotional awards under the PSP, the effective date of the promotion or, in the case of Ms. Rose, on the date of the HRCC meeting immediately following Ms. Rose’s hire. There were no promotional awards in 2018.
~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~⁽²⁾
Threshold and maximum awards are based on the program provisions under VCIP. Actual awards earned can range from zero to 200 percent of the target awards for corporate performance, with a further possible adjustment of up to 50 percent of the target awards for individual performance.Amounts reflect estimated cash payouts under VCIP after the close of the performance period. The estimated amounts are calculated based on the applicable annual target and base salary for each Named Executive Officer in effect for the 2018 performance period, including any salary increases during the year. While the program terms would also automatically adjust for salary decreases, these are not reflected in the table above. If threshold levels of performance are not met, then the payout can be zero. The HRCC also retains the authority to make awards under VCIP at its discretion. Actual payouts under VCIP for 2018 are based on actual base salaries earned in 2018 and are reflected in theNon-Equity Incentive Plan Compensationcolumn of theSummary Compensation Tableonpage 79.
⁽³⁾
Threshold and maximum awards under the PSP are based on the program provisions. Actual awards earned under the PSP can range from zero to 200 percent of the initial awards.
⁽⁴⁾
This reflects awards for the Executive Restricted Stock Unit Program with the exception of one award for Ms. Rose for 3,915 units that was a make-up award granted as an inducement for her to join ConocoPhillips in 2018. Executive Restricted Stock Unit awards can only be adjusted downward.
⁽⁵⁾ 63
For equity incentive plan awards, these amounts represent the grant date fair value at target level under PSP as determined pursuant to FASB ASC Topic 718 and reflected in theStock Awardscolumn in theSummary Compensation Tableonpage 79. Actual value realized upon vesting of the PSP or Executive Restricted Stock Unit awards or, in the case of Ms. Rose, off-cycle make-up awards depends on market prices at the time of settlement for such awards. See the“Employee Benefit Plans”section of Note 18 in the Notes to Consolidated Financial Statements in ConocoPhillips’ 2018 Annual Report on Form 10-K for a discussion of the relevant assumptions used in this determination.
⁽⁶⁾
Ms. Carrig retired effective October 1, 2018.
With regard to the retirement of Ms. Carrig, awards under VCIP, the PSP, and the Executive Restricted Stock Unit Program (the target award levels of which are reflected in theEstimated Future Payouts Under Non-Equity Incentive Plan AwardsandEstimated Future Payouts Under Equity Incentive Plan Awardscolumns) are usually reduced to reflect service for less than the full time of the relevant performance period, subject to the discretion of the HRCC to set actual payout. For VCIP, the estimated amounts are calculated based on the applicable annual target and base salary for Ms. Carrig in effect for the 2018 performance period without regard to the reduction due to her retirement. The actual payout for VCIP for Ms. Carrig for the 2018 program year is shown in theSummary Compensation Tableonpage 79. For the PSP, except in cases of death, disability, or demotion, if the employee has participated for less than a year in a program period, awards related to that program period are forfeited. The PSP amounts shown above reflect the gross amount prior to any such reductions. Due to her retirement less than one year after the beginning of the performance period, Ms. Carrig forfeited the target awards for PSP for the 2018 through 2020 performance period shown in the table above, and her target for that award was reduced to zero, as discussed in note 9 to theSummary Compensation Table. In addition, Ms. Carrig’s targets for the PSP relating to the performance periods beginning in 2016 and 2017 were reduced to reflect service of less than the full time of the respective performance periods.
For Executive Restricted Stock Units (2018 grant of which is included in theEstimated Future Payouts Under Equity Incentive Plan Awardscolumn) in cases where retirement occurs 6 months or more from the grant date, the employee retains the award. Because Ms. Carrig retired more than 6 months from the grant date, she retained her 2018 Executive Restricted Stock Unit grant.
2019 Proxy Statement   83

Table of Contents
Executive Compensation Tables
Outstanding Equity Awards at Fiscal Year End
TheOutstanding Equity Awards at Fiscal Year Endtable is used to show equity awards measured in ~~Company~~ConocoPhillips stock held by the Named Executive Officers.

Option Awards(1) Stock Awards(7)
Name
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable(2)
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned Options
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number of Shares
or Units of Stock
That Have Not
Vested
(#)
Market Value of
Shares or Units
of Stock That
Have Not Vested
($)
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)(13)
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units, or
Other Rights That
Have Not Vested
($)

R.M. Lance
35,485 – – $ 50.6100 02/08/2017 �� $ – – $ –

44,896 – – 60.5300 02/14/2018 – – – –

61,115 – – 34.6700 02/12/2019 – – – –

98,949 – – 36.9000 02/12/2020 – – – –

87,174 – – 53.4700 02/10/2021 – – – –

105,098 – – 54.8000 02/09/2022 – – – –

389,933 194,967 (4) – 58.0775 02/05/2023 – – – –

189,800 379,600 (5) – 65.4630 02/18/2024 – – – –

– 607,000 (6) – 69.2450 02/17/2025 – – – –

– – – – – 648,883 (8) 30,296,347 189,196 8,833,561
J.W. Sheets
17,386 – – 50.6100 02/08/2017 – – – –
17,127 – – 60.5300 02/14/2018 – – – –
43,146 – – 34.6700 02/12/2019 – – – –
46,578 – – 36.9000 02/12/2020 – – – –
53,131 – – 53.4700 02/10/2021 – – – –
82,586 – – 54.8000 02/09/2022 – – – –
99,666 49,834 (4) – 58.0775 02/05/2023 – – – –
56,766 113,534 (5) – 65.4630 02/18/2024 – – – –
– 181,600 (6) – 69.2450 02/17/2025 – – – –
– – – – – 257,669 (9) 12,030,566 56,582 2,641,814
M.J. Fox
21,783 – – 54.8000 02/09/2022 – – – –

81,067 81,067 (4) – 58.0775 02/05/2023 – – – –

89,500 179,000 (5) – 65.4630 02/18/2024 – – – –

– 286,200 (6) – 69.2450 02/17/2025 – – – –

– – – – – 268,476 (10) 12,535,144 89,213 4,165,355
A.J. Hirshberg
87,174 – – 53.4700 02/10/2021 – – – –
105,098 – – 54.8000 02/09/2022 – – – –
116,133 58,067 (4) – 58.0775 02/05/2023 – – – –
66,100 132,200 (5) – 65.4630 02/18/2024 – – – –
– 252,800 (6) – 69.2450 02/17/2025 – – – –
– – – – – 217,670 (11) 10,163,012 78,434 3,662,083
D.E. Wallette, Jr.
7,619 (3) – – 45.0500 02/10/2016 – – – –

13,624 – – 50.6100 02/08/2017 – – – –

13,377 – – 60.5300 02/14/2018 – – – –

28,121 – – 34.6700 02/12/2019 – – – –

31,311 – – 36.9000 02/12/2020 – – – –

34,407 – – 53.4700 02/10/2021 – – – –

42,322 – – 54.8000 02/09/2022 – – – –

85,666 42,834 (4) – 58.0775 02/05/2023 – – – –

55,866 111,734 (5) – 65.4630 02/18/2024 – – – –

– 178,700 (6) – 69.2450 02/17/2025 – – – –

– – – – – 176,319 (12) 8,232,334 55,690 2,600,166
~~(1)~~
~~All options shown in the~~ The following table ~~have~~reflects outstanding stock option awards and unvested and unearned stock awards (both time-based and performance contingent) as of December 31, 2018 assuming a ~~maximum term for exercise~~market value of ten years from the grant date. Under certain circumstances, the terms for exercise may be shorter, and in certain circumstances, the options may be forfeited and cancelled. All awards shown in the table have associated restrictions on transferability.

~~(2)~~
The options shown in this column vested and became exercisable in 2015 or prior years (although under certain termination circumstances, the options may still be forfeited). Options become exercisable in one-third increments on the first, second, and third anniversaries$62.35 per share (the closing stock price of the ~~grant date.~~

~~(3)~~
~~These options expired unexercised on February 10, 2016, the stock price on that date being less than the exercise price.~~

64 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

~~Table of Contents~~

~~(4)~~
~~Represents the final one-third vesting of the February 5, 2013, grant, which became exercisable on February 5, 2016.~~

~~(5)~~
~~Represents the final two-thirds vesting of the February 18, 2014, grant, half of which became exercisable on February 18, 2016, and the remainder to become exercisable on February 18, 2017.~~

~~(6)~~
Represents the February 17, 2015, grant, one-third of which became exercisable on February 17, 2016, one-third of which will become exercisable on February 17, 2017, and the final third of which will become exercisable on February 17, 2018.

~~(7)~~
No stock awards were made to the Named Executive Officers in 2015 except as a long-term incentive award under the PSP (shown in the columns labeled "Stock Awards") or pursuant to elections made by a Named Executive Officer to receive cash compensation in the form of restricted stock units. Amounts above include PSP awards for the performance period that completed in December 2015 (PSP XI), shown at adjusted target. At its February 16, 2016 meeting, the HRCC approved final payout levels for the Named Executive Officers with regard to PSP XI, as follows: Mr. Lance, 126,302 shares; Mr. Sheets, 32,279 shares; Mr. Fox, 52,514 shares; Mr. Hirshberg, 44,938 shares; and Mr. Wallette, 31,646 shares. Stock awards shown in the columns entitled Number of Shares or Units of Stock That Have Not Vested and Market Value of Shares or Units of Stock That Have Not Vested continue to have restrictions upon transferability. Under the PSP, stock awards are made in the form of restricted stock units or restricted stock, the former having been used in the most recent awards. The terms and conditions of both are substantially the same, requiring restriction on transferability until separation from service from the Company, although for performance periods beginning after 2008 and before 2013, restrictions will lapse five years from the anniversary of the grant date unless the employee has elected prior to the beginning of the performance period to defer the lapsing of such restrictions until separation from service from the Company. For performance periods beginning after 2012, restrictions will lapse three years after the award date. Except in cases where the five-year provision applies, forfeiture is expected to occur if the separation is not the result of death, disability, layoff, retirement after the executive has reached the age of 55 with five years of service, or after a change of control, although the HRCC has the authority to waive forfeiture. Restricted stock awards have voting rights and pay dividends. Restricted stock unit awards have no voting rights and pay dividend equivalents, but no dividend equivalents are paid or accrued for awards made under the PSP until after the applicable performance period has ended. Dividend equivalents, if any, on restricted stock units held are paid in cash or credited to each officer's account in the form of additional stock units. Neither pays dividends or dividend equivalents at preferential rates. Restricted stock held by the Named Executive Officers prior to November 17, 2001 was converted to restricted stock units prior to the completion of the merger of Conoco Inc. and Phillips Petroleum Company, with the original restrictions still in place. Awards for ongoing performance periods under PSP beginning prior to 2015 (PSP XII [January 2014—December 2016] and PSP XIII [January 2015—December 2017]) are shown at target levels in the columns entitled Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested and Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested. There is no assurance that these awards will be granted at, below, or above target after the end of the relevant performance periods, as the determination of whether to make an actual grant and the amount of any actual grant for Named Executive Officers is within the discretion of the HRCC. Until an actual grant is made, these target awards have no voting rights and pay no dividends or dividend equivalents. Stock awards shown reflect the closing price of ConocoPhillipscompany’s common stock ~~as reported on the NYSE,~~ on December 31, ~~2015 ($46.69), the last trading day~~2018).
Option Awards⁽¹⁾ Stock Awards⁽⁵⁾
Name    Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable⁽²⁾    Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable    Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned Options
(#)    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    Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)⁽¹²⁾    Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units, or
Other Rights That
Have Not Vested
R.M. Lance 87,174 — — $ 53.4700 02/10/2021 —        $ — —           $ —
105,098 — — 54.8000 02/09/2022 — — — —
584,900 — — 58.0775 02/05/2023 — — — —
569,400 — — 65.4630 02/18/2024 — — — —
607,000 — — 69.2450 02/17/2025 — — — —
546,600 273,300 ⁽³⁾ — 33.1250 02/16/2026 — — — —
168,933 337,867 ⁽⁴⁾ — 49.7550 02/14/2027 — — — —
— — — — — 760,844 ⁽⁶⁾ 47,438,653 286,642 17,872,140
D.E. Wallette, Jr. 34,407 — — 53.4700 02/10/2021 — — — —
42,322 — — 54.8000 02/09/2022 — — — —
128,500 — — 58.0775 02/05/2023 — — — —
167,600 — — 65.4630 02/18/2024 — — — —
178,700 — — 69.2450 02/17/2025 — — — —
160,933 80,467 ⁽³⁾ — 33.1250 02/16/2026 — — — —
54,700 109,400 ⁽⁴⁾ — 49.7550 02/14/2027 — — — —
— — — — — 195,988 ⁽⁷⁾ 12,219,841 92,811 5,786,753
M.J. Fox 21,783 — — 54.8000 02/09/2022 — — — —
162,134 — — 58.0775 02/05/2023 — — — —
268,500 — — 65.4630 02/18/2024 — — — —
286,200 — — 69.2450 02/17/2025 — — — —
257,733 128,867 ⁽³⁾ — 33.1250 02/16/2026 — — — —
79,666 159,334 ⁽⁴⁾ — 49.7550 02/14/2027
— — — — — 260,476 ⁽⁸⁾ 16,240,674 135,162 8,427,332
A.J. Hirshberg 87,174 — 53.4700 02/10/2021 — — — —
105,098 — — 54.8000 02/09/2022 — — — —
174,200 — — 58.0775 02/05/2023 — — — —
198,300 — — 65.4630 02/18/2024 — — — —
252,800 — — 69.2450 02/17/2025 — — — —
227,666 113,834 ⁽³⁾ — 33.1250 02/16/2026 — — — —
77,400 154,800 ⁽⁴⁾ — 49.7550 02/14/2027
— — — — — 225,646 ⁽⁹⁾ 14,068,999 131,306 8,186,954
K.B. Rose — — — — — 10,254 ⁽¹⁰⁾ 639,345 35,933 2,240,393
J.L. Carrig (retired) 75,768 — — 54.8000 02/09/2022 — — — —
97,900 — — 58.0775 02/05/2023 — — — —
116,400 — — 65.4630 02/18/2024 — — — —
131,500 — — 69.2450 02/17/2025 — — — —
118,400 59,200 ⁽³⁾ — 33.1250 02/16/2026 — — — —
36,600 73,200 ⁽⁴⁾ 49.7550 02/14/2027
— — — — — 145,780 ⁽¹¹⁾ 9,089,394 18,946 1,181,283
⁽¹⁾ All options shown in the table have a maximum term for exercise of ten years from the grant date. Under certain circumstances, the terms for exercise may be shorter, and, in certain circumstances, the options may be forfeited and cancelled. All awards shown in the table have associated restrictions on transferability.
⁽²⁾ The options shown in this column vested and became exercisable in 2018 or prior years (although under certain termination circumstances, the options may still be forfeited). Options become exercisable in one-third increments on the first, second, and third anniversaries of the grant date.
⁽³⁾ Represents the final one-third vesting of the February 16, 2016 grant, which became exercisable on February 16, 2019.
84   ConocoPhillips
Table of ~~2015.~~Contents
Amounts presented in Number of Shares or Units of Stock That Have Not Vested and Market Value of Shares or Units of Stock That Have Not Vested represent restricted stock and restricted stock unit awards granted with respect to prior periods. The plans and programs under which such grants were made provide that awards made in the form of restricted stock and restricted stock units be held in such form until the recipient retires (with respect to awards made before 2009) or eight years (with respect to awards made from 2009 through 2012), with the possible election to hold until retirement, or three years (with regard to awards made in 2013 or later), with payouts for the last to be made in cash (unless voluntarily deferred to an account in the Company's Key Employee DeferredExecutive Compensation Plan). If such awards immediately vested upon completion of the relevant performance period, as we are informed by our compensation consultant is more typical for restricted stock programs, the amounts reflected in this column would be zero for awards made in years prior to 2012.
~~(8)~~
Includes 7,624 restricted shares for LTIP VIII—PSP I initial payout for which restrictions lapse at retirement; includes 5,834 restricted stock units for LTIP VIII—LTIP IX for which restrictions lapse at retirement; includes 106,204 restricted stock units related to grants for PSP I final payout—PSP VI for which restrictions lapse following separation from service; includes 99,538 restricted stock units related to grants for PSP VII—PSP IX for which restrictions lapse five years from grant date; includes 31,939 restricted stock units related to grants for PSP VIII Tail, 117,833 restricted stock units related to grants for PSP IX Tail, 162,965 restricted stock units related to grants for PSP X, for which restrictions lapse five years from grant date of final approved award and that will be settled in cash, and 116,946 restricted stock units related to grants for PSP XI, for which restrictions lapsed on February 18, 2016 and settled in cash, although the employee may have elected, prior to the beginning of the performance period, to have some or all of the settlement deferred into the Key Employee Deferred Compensation Plan. For certain awards, Mr. Lance has voluntarily elected to defer the lapsing of restrictions until separation from service. Subsequent elections may also impact the final timing of the payout of these awards.

~~(9)~~
Includes 5,724 restricted shares for LTIP X and PSP I initial payout for which restrictions lapse at retirement; includes 8,310 restricted stock units for LTIP VII—LTIP IX for which restrictions lapse at retirement; includes 61,433 restricted stock units related to grants for PSP I final payout—PSP VI for which restrictions lapse following separation from service; includes 66,429 restricted stock units related to grants for PSP VII—PSP IX for which restrictions lapse five years from grant date; includes 7,021 restricted stock units related to grants for PSP VIII Tail, 30,251 restricted stock units related to grants for PSP IX Tail, and 48,613 restricted stock units related to grants for PSP X, for which restrictions lapse five years from grant date of final approved award and that will be settled in cash, and 29,888 restricted stock units related to grants for PSP XI, for which restrictions lapsed on February 18, 2016 and settled in cash, although the employee may have elected, prior to the beginning of the performance period, to have some or all of the settlement deferred into the Key Employee Deferred Compensation Plan. For certain awards, Mr. Sheets has voluntarily elected to defer the lapsing of restrictions until separation from service. Subsequent elections may also impact the final timing of the payout of these awards.

~~(10)~~
Includes 5,684 restricted stock units related to grants for PSP VIII and IX for which restrictions lapse five years from grant date; includes 11,303 restricted stock units related to grants for PSP VIII Tail, 49,591 restricted stock units related to grants for IX Tail, and 74,172 restricted stock units related to grants for PSP X, for which restrictions lapse five years from grant date of final approved award and that will be settled in cash, and 48,624 restricted stock units related to grants for PSP XI, for which restrictions lapsed on February 18, 2016 and settled in cash, although the employee may have elected, prior to the beginning of the performance period, to have some or all of the settlement deferred into the Key Employee Deferred Compensation Plan. Also includes 79,102 restricted stock units for which restrictions lapsed 50 percent on January 1, 2016, and 50 percent will lapse on January 1, 2017. Subsequent elections may also impact the final timing of the payout of these awards.

~~(11)~~
Includes 63,407 restricted stock units related to grants for PSP VII—PSP IX for which restrictions lapse five years from grant date; includes 10,698 restricted stock units related to grants for PSP VIII Tail, 38,322 restricted stock units related to grants for PSP IX Tail, and 63,634 restricted stock units related to grants for PSP X, for which restrictions lapse five years from grant date of final approved award and that will be settled in cash, and 41,609 restricted stock units related to grants for PSP XI, for which restrictions lapsed on February 18, 2016 and settled in cash, although the employee may have elected, prior to the beginning of the performance period, to have some or all of the settlement deferred into the Key Employee Deferred Compensation Plan. Subsequent elections may also impact the final timing of the payout of these awards.

~~(12)~~
Includes 31,099 restricted stock units related to grants for PSP I final payout—PSP VI for which restrictions lapse following separation from service; includes 38,061 restricted stock units related to grants for PSP VII—PSP IX for which restrictions lapse five years from grant date; includes 6,528 restricted stock units related to grants for PSP VIII Tail, 27,522 restricted stock units related to grants for PSP IX Tail, and 43,777 restricted stock units related to grants for PSP X, for which restrictions lapse five years from grant date of final approved award and that will be settled in cash, and 29,302 restricted stock units related to grants for PSP XI, for which restrictions lapsed on February 18, 2016 and settled in cash, although the employee may have elected, prior to the beginning of the performance period, to have some or all of the settlement deferred into the Key Employee Deferred Compensation Plan. For certain awards, Mr. Wallette has voluntarily elected to defer the lapsing of restrictions until separation from service. Subsequent elections may also impact the final timing of the payout of these awards.

~~(13)~~
Reflects potential stock awards under ongoing performance periods for the PSP, for the performance periods from January 2014 through December 2016 (Mr. Lance, 93,439 target units; Mr. Sheets, 27,944 target units; Mr. Fox, 44,060 target units; Mr. Hirshberg, 38,557 target units; and Mr. Wallette, 27,504 target units) and January 2015 through December 2017 (Mr. Lance, 95,757 target units; Mr. Sheets, 28,638 target units; Mr. Fox, 45,153 target units; Mr. Hirshberg, 39,877 target units; and Mr. Wallette, 28,186 target units). There is no assurance that these awards will be granted at, below, or above target after the end of the relevant performance periods, as the determination of whether to make an actual grant and the amount of any actual grant for Named Executive Officers is within the discretion of the HRCC.

Tables
⁽⁴⁾

Represents two-thirds vesting of the February 14, 2017 grant, half of which became exercisable on February 14, 2019 and the remainder of which will become exercisable on February 14, 2020.
~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~⁽⁵⁾
Stock awards made to the Named Executive Officers in 2018 include: (a) long-term incentive awards payout under the PSP; (b) long-term time-vested awards under the Executive Restricted Stock Unit Program; (c) in the case of Ms. Rose, an off-cycle make-up award; or (d) pursuant to elections made by a Named Executive Officer to receive cash compensation in the form of restricted stock units. Stock awards shown in the columns entitledNumber of Shares or Units of Stock That Have Not VestedandMarket Value of Shares or Units of Stock That Have Not Vestedcontinue to have restrictions upon transferability. Stock awards shown reflect the closing price of ConocoPhillips common stock ($62.35), as reported on the NYSE, on December 31, 2018, the last trading day of 2018.
Amounts above include PSP awards for the performance period that ended in December 2018 (PSP XIV), shown at target. At its February 14, 2019, meeting, the HRCC approved final payout levels for the Named Executive Officers with regard to that performance period, as follows: Mr. Lance, 398,693 units; Mr. Wallette, 117,355 units; Mr. Fox, 187,999 units; Mr. Hirshberg, 166,031 units; and Ms. Carrig, 79,155 units; see note 3 of theSummary Compensation Table. Ms. Rose was not eligible for an award under PSP XIV. Under the PSP, stock awards are made in the form of restricted stock units or restricted stock, the former having been used in the most recent awards. The terms and conditions of both are substantially the same, requiring restriction on transferability until separation from employment, although for performance periods beginning after 2008 and before 2013, restrictions will lapse five years from the anniversary of the grant date unless the employee has elected prior to the beginning of the performance period to defer the lapsing of such restrictions until separation from employment. For performance periods beginning after 2012, restrictions will lapse three years after the grant and will be settled in cash. Except in cases where the five-year provision applies, forfeiture is expected to occur if the separation is not the result of death, disability, layoff, retirement after the executive has reached the age of 55 with five years of service, or after a change in control, although the HRCC has the authority to waive forfeiture. Restricted stock awards have voting rights and pay dividends. Restricted stock unit awards have no voting rights. Restricted stock units granted under PSP prior to 2018 pay dividend equivalents, but no dividend equivalents are paid or accrued for awards made under the PSP until after the applicable performance period has ended. Restricted stock units granted under PSP in 2018 and later accrue dividend equivalents that, during the performance period, are reinvested in further restricted stock units. Dividend equivalents, if any, on restricted stock units held are paid in cash or credited to each officer’s account in the form of additional stock units. Neither pays dividends or dividend equivalents at preferential rates. Restricted stock held by the Named Executive Officers prior to November 17, 2001, was converted to restricted stock units prior to the completion of the merger of Conoco Inc. and Phillips Petroleum Company, with the original restrictions still in place. Awards for ongoing performance periods under the PSP (PSP 17 (January 2017 - December 2019) and PSP 18 (January 2018 - December 2020)) are shown at target levels in the columns entitledEquity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested and Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested. There is no assurance that these awards will be granted at, below, or above target after the end of the relevant performance periods, as the determination of whether to make an actual grant and the amount of any actual grant for Named Executive Officers is within the discretion of the HRCC. Until an actual grant is made, these target awards have no voting rights and pay no dividends or dividend equivalents.

Amounts above also include Executive Restricted Stock Unit Program awards granted in February 2018. Under the Executive Restricted Stock Unit Program, stock awards are made in the form of restricted stock units. The terms and conditions of those units require restriction on transferability, which lapse three years from the anniversary of the grant date. Forfeiture is expected to occur at separation from service if the separation is not the result of death, disability, layoff, retirement after the executive has reached the age of 55 with five years of service, or after a change in control, although the HRCC has the authority to waive forfeiture. Upon lapse of restrictions, settlement is made in cash, although the executive has the ability to elect to defer the value into an account in the Key Employee Deferred Compensation Plan. Restricted stock unit awards have no voting rights. Dividend equivalents, if any, on restricted stock units held are reinvested in further restricted stock units. Dividend equivalents are paid at the same rate as dividends for each quarter, not at a preferential rate. Awards under the Executive Restricted Stock Unit Program are shown in the columns entitledNumber of Shares or Units of Stock That Have Not Vested.
65
Amounts above also include, in the case of Ms. Rose, an award of restricted stock units made at the beginning of employment with the Company as an off-cycle make-up award for which restrictions lapse three years from the grant date and which pays dividend equivalents in cash at the same time and at the same rate as dividends are paid on Company common stock.
Amounts presented inNumber of Shares or Units of Stock That Have Not VestedandMarket Value of Shares or Units of Stock That Have Not Vestedrepresent restricted stock and restricted stock unit awards granted with respect to prior periods. The plans and programs under which such grants were made provide that awards made in the form of restricted stock and restricted stock units be held in such form until the recipient retires (with respect to awards made before 2009) or the earlier of eight years or retirement (with respect to awards made from 2009 through 2012), with the possible election to hold until retirement, or three years (with regard to awards made in 2013 or later), with payouts for the last to be made in cash (unless voluntarily deferred to an account in the Key Employee Deferred Compensation Plan). If such awards immediately vested upon completion of the relevant performance period as is more typical for restricted stock programs, the amounts reflected in this column would be zero for awards made in years prior to 2012.
⁽⁶⁾
Includes 7,456 restricted shares for LTIP VIII—PSP I initial payout, for which restrictions lapse at retirement; 4,668 restricted stock units for LTIP VIII—LTIP IX, for which restrictions lapse at retirement; 106,204 restricted stock units related to grants for PSP I final payout—PSP VI, for which restrictions lapse following separation from service; 39,850 restricted stock units related to grants for PSP VIII, for which restrictions lapse five years from grant date; 31,939 restricted stock units related to grants for PSP VIII Tail; Mr. Lance elected to defer lapsing of restrictions for PSP VIII and PSP VIII Tail until separation of service, 117,833 restricted stock units related to grants for PSP IX Tail, and 162,965 restricted stock units related to grants for PSP X, for which restrictions lapse five years from grant date of final approved award and that will be settled in cash; 70,867 restricted stock units related to the grant of Executive Restricted Stock Units in 2018, for which restrictions lapse three years from grant date and that will be settled in cash; and 219,062 restricted stock units related to grants for the PSP XIV target award. The actual payouts with regard to the targets for PSP XIV were approved by the HRCC at its February 2019 meeting, and, pursuant to that decision, Mr. Lance received a payout of 398,693 units. Restrictions on the PSP XIV award lapsed on February 19, 2019, and the award settled in cash, although the employee may have elected, prior to the beginning of the performance period, to have some or all of the settlement deferred into the Key Employee Deferred Compensation Plan. For certain awards, Mr. Lance has voluntarily elected to defer the lapsing of restrictions until separation from service, and those awards continue to appear in the table. Subsequent elections may also impact the final timing of the payout of these awards. Restrictions lapsed on 117,833 restricted stock units related to PSP IX Tail on February 18, 2019.
2019 Proxy Statement   85

Table of Contents
Executive Compensation Tables
⁽⁷⁾
Includes 31,099 restricted stock units related to grants for PSP I final payout—PSP VI, for which restrictions lapse following separation from service; 6,133 restricted stock units related to grants for PSP IX, for which restrictions lapse five years from grant date; 27,552 restricted stock units related to grants for PSP IX Tail; and 43,777 restricted stock units related to grants for PSP X, for which restrictions lapse five years from grant date of final approved award and that will be settled in cash; 22,946 restricted stock units related to the grant of Executive Restricted Stock Units in 2018, for which restrictions lapse three years from grant date and that will be settled in cash and 64,481 restricted stock units related to grants for the PSP XIV target award. The actual payouts with regard to the targets for the PSP XIV award were approved by the HRCC at its February 2019 meeting, and, pursuant to that decision, Mr. Wallette received a payout of 117,355 units. Restrictions on the PSP XIV award lapsed on February 19, 2019, and the award settled in cash, although the employee may have elected, prior to the beginning of the performance period, to have some or all of the settlement deferred into the Key Employee Deferred Compensation Plan. Subsequent elections may also impact the final timing of the payout of these awards. Restrictions lapsed on 27,552 restricted stock units related to PSP IX Tail on February 18, 2019; however, Mr. Wallette elected to defer the lapsing of restrictions on this award until after his separation from service. For certain other awards, Mr. Wallette has voluntarily elected to defer the lapsing of restrictions until separation from service. Subsequent elections may also impact the final timing of the payout of these awards.
⁽⁸⁾
Includes 49,591 restricted stock units related to grants for PSP IX Tail; 74,172 restricted stock units related to grants for PSP X, for which restrictions lapse five years from grant date of final approved award and that will be settled in cash; 33,417 restricted stock units related to the grant of Executive Restricted Stock Units in 2018, for which restrictions lapse three years from grant date and that will be settled in cash; and 103,296 restricted stock units related to grants for the PSP XIV target award. The actual payouts with regard to the targets for PSP XIV were approved by the HRCC at its February 2019 meeting, and, pursuant to that decision, Mr. Fox received 187,999 units. Restrictions on the PSP XIV award lapsed on February 19, 2019, and the award settled in cash, although the employee may have elected, prior to the beginning of the performance period, to have some or all of the settlement deferred into the Key Employee Deferred Compensation Plan. Restrictions lapsed on 49,591 restricted stock units related to PSP IX Tail on February 18, 2019.
⁽⁹⁾
Includes 38,322 restricted stock units related to grants for PSP IX Tail; 63,634 restricted stock units related to grants for PSP X, for which restrictions lapse five years from grant date of final approved award and that will be settled in cash; 32,464 restricted stock units related to the grant of Executive Restricted Stock Units in 2018, for which restrictions lapse three years from grant date and that will be settled in cash; and 91,226 restricted stock units related to grants for the PSP XIV target award. The actual payouts with regard to the targets for PSP XIV were approved by the HRCC at its February 2019 meeting, and pursuant to that decision, Mr. Hirshberg received 166,031 units. Restrictions on the PSP XIV award lapsed on February 19, 2019, and the award settled in cash, although the employee may have elected, prior to the beginning of the performance period, to have some or all of the settlement deferred into the Key Employee Deferred Compensation Plan. Subsequent elections may also impact the final timing of the payout of these awards. Restrictions lapsed on 38,322 restricted stock units related to PSP IX Tail on February 18, 2019.
⁽¹⁰⁾
Includes 6,339 restricted stock units related to the grant of Executive Restricted Stock Units in 2018, for which restrictions lapse three years from the program grant date and will be settled in cash, and a make-up grant of 3,915 restricted stock units as an inducement to join ConocoPhillips, for which restrictions lapse three years from the grant date and that will be settled in cash.
⁽¹¹⁾
Includes 34,242 restricted stock units related to PSP III through VI, for which restrictions will lapse six months after separation from service and will be settled in shares; 19,773 restricted stock units related to grants for PSP IX Tail, for which restrictions lapsed on February 18, 2019 and settled in cash; 32,924 restricted stock units related to grants for PSP X, for which restrictions lapse six months following separation from service and that will be settled in cash; 15,349 restricted stock units related to the grant of Executive Restricted Stock Units in 2018, for which restrictions lapse six months after separation from service and will be settled in cash; and 43,492 restricted stock units related to grants for the PSP XIV target award. The actual payouts with regard to the targets for PSP XIV were approved by the HRCC at its February 2019 meeting, and, pursuant to that decision, Ms. Carrig received 79,155 units. Restrictions on the PSP XIV award lapsed on February 19, 2019, and the award settled in cash, although the employee may have elected, prior to the beginning of the performance period, to have some or all of the settlement deferred into the Key Employee Deferred Compensation Plan. Subsequent elections may also impact the final timing of the payout of these awards. Due to her retirement less than one year after the beginning of the performance period, Ms. Carrig forfeited the target awards for PSP for the 2018 through 2020 performance period. Her target for that award was reduced to zero, as discussed in note 9 to theSummary Compensation Table. In addition, Ms. Carrig’s targets for PSP relating to the performance periods beginning in 2016 and 2017 were reduced to reflect service of less than the full time of the respective performance periods.
For Executive Restricted Stock Units (2018 grant of which is included in theEstimated Future Payouts Under Equity Incentive Plan Awardscolumns of theGrants of Plan-Based Awards Table), in cases where retirement occurs six months from grant date, the employee retains the award. Because Ms. Carrig retired more than six months after the grant date, Ms. Carrig retained her 2018 Executive Restricted Stock Unit grant.
⁽¹²⁾
Reflects potential stock awards under ongoing performance periods for the PSP for the performance periods beginning January 2017 (Mr. Lance, 149,954 target units; Mr. Wallette, 48,553 target units; Mr. Fox, 70,709 target units; Mr. Hirshberg, 68,692 target units; Ms. Rose, 13,959 target units; and Ms. Carrig, 18,946 target units) and January 2018 (Mr. Lance, 136,688 target units; Mr. Wallette, 44,258 target units; Mr. Fox, 64,453 target units; Mr. Hirshberg, 62,614 target units; Ms. Rose, 21,974 target units; and Ms. Carrig, zero target units reflecting the forfeiture of target units as described in note 11 above). There is no assurance that these awards will be granted at, below, or above target after the end of the relevant performance periods because determination of whether to make an actual grant to, and the amount of any actual grant for, Named Executive Officers is within the discretion of the HRCC.
86   ConocoPhillips
Table of Contents
Executive Compensation Tables
Option Exercises and Stock Vested
TheOption ExercisesandStock Vestedtable is used to show equity awards measured in ~~Company~~ConocoPhillips stock where there was an option exercised by, or a stock award that vested to, a Named Executive ~~Officer.~~Officer during 2018.
Option Awards Stock Awards⁽¹⁾
Name Number of Shares
Acquired on Exercise
(#) Value Realized
upon Exercise Number of Shares
Acquired on Vesting
(#) Value Realized
Upon Vesting
R.M. Lance 160,064      $5,766,360      66,310 ⁽²⁾      $3,686,526
D.E. Wallette, Jr. 59,432 2,141,265 25,735 ⁽³⁾ 1,431,495
M.J. Fox — — 41,941 ⁽³⁾ 2,332,681
A.J. Hirshberg — — 37,871 ⁽³⁾ 2,108,472
K.B. Rose — — — —
J.L. Carrig (retired) 187,646 5,372,763 19,527 ⁽³⁾ 1,086,411

Option Awards Stock Awards
Name
Number of Shares
Acquired on Exercise
Value Realized
upon Exercise
Number of Shares
Acquired on Vesting
Value Realized
Upon Vesting

R.M. Lance
23,061 $ 73,103 46,100 (1) $ 3,082,477
J.W. Sheets
15,746 140,928 4,677 (1)(2) 281,445
M.J. Fox
– – 31,221 (1)(3) 2,087,592
A.J. Hirshberg
– – 4,687 (1) 313,396
D.E. Wallette, Jr.
– – 6,109 (1) 408,478
~~(1)~~
On May 8, 2012, each Named Executive Officer who remained an active employee of the Company received grants during the year to reflect his or her increased duties and responsibilities. These awards were made as restricted stock units, used in lieu of stock options. The number of units and aggregate grant date fair value were as follows: Mr. Lance, 46,100 units, $2,471,421; Mr. Sheets, 1,908 units, $102,288; Mr. Fox, 10,703 units, $573,788; Mr. Hirshberg, 4,687 units, $251,270; and Mr. Wallette, 6,109 units, $327,503. The restrictions lapsed on the third anniversary of the grant date. Thus, on May 8, 2015, there was a settlement of shares of common stock with a fair value (prior to withholding for taxes) on that date as follows: Mr. Lance, 46,100 units, $3,082,477; Mr. Sheets, 1,908 units, $127,579; Mr. Fox, 10,703 units, $715,656; Mr. Hirshberg, 4,687 units, $313,396; and Mr. Wallette, 6,109 units, $408,478.

~~(2)~~
On October 8, 2015, the HRCC approved the lapsing of restrictions on 2,769 shares for Mr. Sheets granted under LTIP VII—LTIP IX with a fair value on that date of $153,866 (prior to withholding for taxes).

~~(3)~~
On May 8, 2012, an additional grant of 20,518 units (valued at $1,099,970) was made to Mr. Fox to provide value for certain compensation forgone due to his termination from his prior employer. The restrictions lapsed on the third anniversary of the grant date. This resulted in a settlement of unrestricted stock on May, 8, 2015 of 20,518 shares of common stock (prior to withholding for taxes) with a fair value on that date of $1,371,936.
⁽¹⁾ Includes restricted stock units for the Executive Restricted Stock Unit Program award in 2018 for which restrictions were lapsed in order to satisfy required tax withholding.
⁽²⁾ Includes restricted stock units for PSP XIII, for which restrictions lapsed on the third anniversary of the grant date. PSP XIII was settled in cash, although the employee may have elected, prior to the beginning of the performance period, to have some or all of the settlement deferred into the Key Employee Deferred Compensation Plan. Mr. Lance elected to continue to hold the restricted stock units for PSP VIII Tail. Also includes restricted stock and restricted stock units for LTIP VIII and LTIP IX with regard to which the HRCC approved the cancellation of shares and 1,334 units in favor of the creation of an account with a similar value in the Key Employee Deferred Compensation Plan. See note 2 to theNonqualified Deferred Compensation table on page 92.
⁽³⁾ Includes restricted stock units for PSP VIII Tail for which restrictions lapsed on the fifth anniversary of the grant date of the final approved award and PSP XIII, for which restrictions lapsed on the third anniversary of the grant date. PSP XIII was settled in cash, although the employee may have elected, prior to the beginning of the performance period, to have some or all of the settlement deferred into the Key Employee Deferred Compensation Plan.
Pension Benefits
ConocoPhillips maintains several defined benefit plans for ~~its~~ eligible employees. With regard to U.S.-based salaried employees, the defined benefit plan that is qualified under the Internal Revenue Code is the ConocoPhillips Retirement Plan ~~("CPRP"~~(“CPRP”). Effective January 1, 2019, the CPRP was closed to new hires and rehires who will instead receive an enhanced benefit under the ConocoPhillips Savings Plan.
The CPRP is a non-contributory plan that is funded through a trust. The CPRP consists of eight titles, each one corresponding to a different pension formula and having numerous other differences in terms and conditions. Employees are eligible for current participation in only one title (although an employee may also have a frozen benefit under one or more other titles), and eligibility is based on heritage company and ~~time~~date of hire. Of the Named Executive Officers, Messrs. Lance ~~Sheets,~~ and Wallette (having been employees of Phillips Petroleum Company) are eligible for, and vested in, benefits under Title I of the CPRP, and Messrs. Fox and Hirshberg are eligible for, and vested in, benefits under Title II.
Prior to her retirement, Ms. Carrig was eligible for, and vested in, benefits under Title II. Ms. Rose is eligible for, but has not yet completed the required three years of service to vest in, benefits under Title II. Under Title I, employees become vested in the benefits after five years of ~~service, and Messrs. Lance, Sheets, and Wallette are vested in their benefits under Title I.~~service. Under Title II, employees become vested in their benefits after three years of ~~service, and Messrs. Fox and Hirshberg are vested in their benefits under Title II.~~service. Titles I and II allow the employee to elect the form of benefit payment from among several annuity types or a single sum payment option, but all of the options are actuarially equivalent.
Title I provides a final average earnings type of pension benefit for eligible employees payable at normal or early ~~retirement from the Company.~~retirement. Under Title I, normal retirement occurs upon termination on or after age 65; early retirement can occur at age 55 with five years of service (or if laid off during or after the year in which the participant reaches age 50). Under Title I, early retirement benefits are reduced by 5five percent per year for each year before age 60 that benefits are paid, but for benefits that commence at or after age 60, the benefit is unreduced. Messrs. ~~Sheets~~Lance and Wallette were eligible for early retirement at the end of ~~2015~~2018 under the terms of Title ~~I; Mr. Lance was not.~~I.
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Retirement benefits under Title I are calculated as the product of 1.6 percent times years of credited service multiplied by the final annual eligible average compensation. Final annual eligible average compensation is calculated using the three highest consecutive years in the last 10ten calendar years before retirement plus the year of retirement. Such benefits are reduced by the product of 1.5 percent of the annual primary Social Security benefit multiplied by years of credited service, although a maximum reduction limit of 50 percent may apply in certain cases. The formula below ~~provides an illustration as to~~illustrates how the retirement benefits are calculated. For purposes of the formula, ~~"pension compensation"~~“pension compensation” denotes the final annual eligible average compensation described above.
~~[1.6% × Pension Compensation × Years of Credited Service]–[1.5% × Annual Primary SS Benefit × Years of Credited Service]~~

[

66 1.6% ~~ConocoPhillips~~X    ~~2016 PROXY STATEMENT~~Pension
Compensation X Years of Credited
Service ] – [ 1.5% X Annual Primary
SS Benefit X Years of Credited
Service ]

~~Table of Contents~~

Eligible pension compensation generally includes salary and annual incentive compensation. However, under Title I, if an eligible employee receives layoff benefits from ~~the Company,~~ConocoPhillips, eligible pension compensation includes the annualized salary for the year of layoff, rather than actual salary, and years of credited service are increased by any period for which layoff benefits are calculated. Furthermore, ~~certain~~ foreign service as an employee of Phillips Petroleum Company through 1991 is counted as time and a quarter when determining the service element in the benefit formula under Title I. Among the Named Executive Officers, only Mr. Wallette had any time credited for such foreign service. ~~The~~(The notes to the table onpage 6990 provide further detail on that credited service. ~~The plan was amended so that no extra service is credited with regard to foreign assignments after 1991.~~)
Benefits under Title II are based on monthly pay and interest credits to a cash balance account created on the first day of the month after a ~~participant's~~participant’s hire date. Pay credits are equal to a percentage of total salary and annual incentive compensation. Participants whose combined age and years of ~~age and~~ service total less than 44 receive a 6six percent pay credit, those ~~with~~whose combined age and years of service total 44 through 65 receive a 7seven percent pay credit, and those ~~with~~whose combined age and years of service total 66 or more receive a 9nine percent pay credit. Normal retirement age is 65, but participants may receive their vested benefit upon termination of employment at any age. Mr. Fox and Ms. Carrig were eligible for the nine percent pay credit, while Mr. Hirshberg and Ms. Rose were eligible for the seven percent pay credit.
Eligible pension compensation under Titles I and II is limited in accordance with the Internal Revenue Code. In ~~2015,~~2018, that limit was ~~$265,000.~~$275,000. The Internal Revenue Code also limits the annual benefit (expressed as an annuity) available under Titles I and II. In ~~2015,~~2018, that limit was ~~$210,000~~$220,000 (reduced actuarially for ages below 62).
In addition to participation in the U.S.-based plans as described above, Mr. Fox is a participant in the ConocoPhillips UK Pension Plan (the ~~UK Plan)~~“UK Plan”), a defined benefit pension plan that is funded through a trust, with regard to the time he was on the U.K. payroll. The UK Plan is a U.K. registered plan with Her ~~Majesty's~~Majesty’s Revenue and Customs. The UK Plan consists of two sections: the ConocoPhillips section and the Heritage Conoco section. The ConocoPhillips section is contributory. The Heritage Conoco section is non-contributory. Mr. Fox is vested in, and will be eligible for, a benefit as a deferred vested participant in the Heritage Conoco section. Mr. Fox is retirement eligible, having reached age 55. The UK Plan provides a final average earnings type of pension benefit for eligible employees payable at normal pension age or early retirement upon approval by the ~~Pension Board~~Principal Employer of ~~Trustee Directors.~~the UK Plan. Under the provisions of the UK Plan, a member is entitled to receive their full benefits upon attainment of normal pension age (60 in the case of a Heritage Conoco member) subsequent to termination. Early retirement may occur after termination after reaching age 55, but results in reduced benefits for each year prior to age 60 that benefits are paid. In general, retirement benefits are calculated as the product of ~~1.75%~~1.75 percent times years of credited service times final pensionable salary. Final pensionable salary is generally
basic annual salary plus pensionable allowances earned in the 12 months before active membership in the UK Plan ceased. The UK Plan allows participants ~~a choice of~~to choose between taking a full annuity or a ~~tax free~~tax-free cash lump sum of up to ~~25%~~25 percent of the value of the benefit and a reduced annuity. Both choices are actuarially equivalent, and the lump sum is capped at ~~25%~~25 percent of the lifetime allowance.
As a registered pension plan, there is an annual limit on the ~~maximum total~~amount of pension savings that benefit from tax relief (the “Annual Allowance”). Since Mr. Fox is a deferred member of the plan and his pension does not increase ~~in value that can occur in a tax year under all U.K. registered~~during any pension ~~plans is equal~~input by more than the relevant percentage, he did not have any pension savings subject to the ~~annual allowance, plus any unused allowances from the three prior tax years. The annual allowance for tax years 2013/2014 was £50,000 and for each of tax years 2014/2015 and 2015/2016 is £40,000.~~ Annual ~~savings in excess of the maximum total increase are subject to tax charge.~~Allowance. In addition, a lifetime allowance is imposed. The standard lifetime allowance for the current tax year is ~~£1.25 million.~~£1.03 million, although a participant may apply for fixed or individual protection at a higher level under certain circumstances. If the total value of ~~U.K. registered~~U.K.-registered pension benefits exceeds a ~~participant's~~participant’s lifetime allowance, legislation dictates the excess will incur a tax ~~penalty.~~penalty at the time of distribution.
~~In addition, the Company~~88   ConocoPhillips
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Executive Compensation Tables
ConocoPhillips also maintains several nonqualified pension plans. These are funded through ~~the~~our general assets, ~~of the Company,~~ although ~~the Company~~we also ~~maintains~~maintain trusts of the type generally known as ~~"rabbi trusts"~~“rabbi trusts” that may be used to pay benefits under the nonqualified pension plans. The trusts and the funds held in them are assets of ConocoPhillips. In the event of bankruptcy, participants would be unsecured general creditors. The plan available to the Named Executive Officers is the ConocoPhillips Key Employee Supplemental Retirement Plan ~~("KESRP"~~(“KESRP”). This plan is designed to replace benefits that would otherwise not be received due to limitations contained in the Internal Revenue Code that apply to qualified plans. The two such limitations that most frequently impact the benefits to employees are the limit on compensation that can be taken into account in determining benefit accruals and the maximum annual pension benefit. In ~~2015,~~2018, the former limit was set at ~~$265,000,~~$275,000, while the latter was set at ~~$210,000.~~$220,000. The KESRP determines a benefit without regard to such limits, and then reduces that benefit by the amount of benefit payable from the related qualified plan (in this case, the ~~CPRP.~~CPRP). Thus, in operation the combined benefits payable from the related plans for ~~the~~an eligible employee ~~equals~~equal the benefit that would have been paid if there had been no limitations imposed by the Internal Revenue Code. For participants in Title I of the CPRP for the KESRP final annual eligible average compensation is calculated using the three highest annual amounts for salary and VCIP in the last ten calendar years before retirement plus the year of retirement. Benefits under the KESRP are generally paid in a single sum at the later of age 55 or six months after retirement. When payments do not begin until after retirement, interest at then current six-month Treasury-bill rates, under most circumstances, will be credited on the delayed benefits. Distribution may also be made upon a determination of death or disability. Certain foreign service as an employee of Phillips Petroleum Company is counted as time and a quarter when determining the service element in the benefit formula under the KESRP. Among the Named Executive Officers, only Mr. Wallette had any time credited for such foreign service. ~~The~~(The notes to the table onpage 6990 provide further detail on that credited service.) Each of the Named Executive Officers is eligible for, and is vested in, ~~KESRP.~~

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 67

~~Table of Contents~~the KESRP (other than Ms. Rose, who is eligible for, but not yet vested in, the KESRP).

~~Pension Benefits continued~~
Mr. Lance was an employee of ARCO Alaska, which was acquired by Phillips Petroleum Company in 2000. ~~As such, a~~A special provision applies in calculating pension benefits for such employees under Title I. First, ~~the Company calculates~~we calculate a benefit under the Title I formula using service with both ARCO and ConocoPhillips, subtracting from the result the value of the benefit under the ARCO plan through the time of the acquisition (for which the BP Retirement Accumulation Plan remains liable, after the acquisition of ARCO by BP and certain plan mergers). Next, ~~the Company calculates~~we calculate a benefit under the Title I formula using only service with ConocoPhillips. ~~The Company compares~~We compare the results of the two methods, and the employee receives the larger benefit. For Mr. Lance, that calculation currently provides a larger benefit under the first method. The table reflects that benefit, showing only the value payable from the plan of ConocoPhillips, not from the BP Retirement Accumulation Plan.
Mr. Fox was previously an employee of Conoco (U.K.) Limited, which merged with a Phillips subsidiary in 2002, at the merger of Conoco Inc. and Phillips Petroleum Company. ~~Upon leaving the Company in~~In 2003, Mr. Fox transferred from the U.K. payroll to the U.S. payroll and thus earned a deferred vested pension benefit in the ConocoPhillips UK Pension Plan. ~~When~~As an employee on the U.S. payroll, Mr. Fox ~~returned to~~
~~ConocoPhillips in the United States, he~~ became a participant in CPRP Title II. The ~~deferred vested benefit earned~~time served as a participant in the UK Plan is taken into account when determining his Title II benefit in the CPRP and his KESRP benefit. Furthermore, Mr. Fox left ConocoPhillips in 2010 and returned in 2012. Mr. Fox is not credited with any service during the period he was employed elsewhere. However, pursuant to the terms of the KESRP, his benefit earned prior to his separation from service in 2010 was previously distributed.
Mr. Hirshberg was previously an employee of Exxon Mobil Corporation. In connection with his hiring by ConocoPhillips, ~~the Company agreed to provide~~ Mr. Hirshberg ~~with~~became entitled to a benefit under the KESRP equal to the benefit calculated under the KESRP for a participant in Title I of the CPRP, reduced by actual benefits payable from the CPRP or other ConocoPhillips plans and by estimated benefits payable from the plans of ExxonMobil. Mr. Hirshberg is vested in the benefit payable under the KESRP. The table reflects that benefit, showing only the values payable from the plans of ConocoPhillips, not from the plans of ExxonMobil.
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Executive Compensation Tables
Except where otherwise noted, assumptions used in calculating the present value of accumulated benefits in the table are found in Note 18 in the Notes to Consolidated Financial Statements in ~~the Company's 2015~~ConocoPhillips’ 2018 Annual Report on Form 10-K.

Name       Plan Name       Number of Years
Credited Service
(#)       Present Value
of Accumulated
Benefit⁽¹⁾       Payments During
Last Fiscal Year
R.M. Lance Title I - ConocoPhillips Retirement Plan 35   $ 1,267,692        $ —
ConocoPhillips Key Employee
Supplemental Retirement Plan 35 36,798,839 —
D.E. Wallette, Jr.⁽²⁾ Title I - ConocoPhillips Retirement Plan 38 2,303,173 —
ConocoPhillips Key Employee
Supplemental Retirement Plan 38 18,441,132 —
M.J. Fox⁽³⁾ Title II - ConocoPhillips Retirement Plan 33 406,894 —
ConocoPhillips UK Pension Plan 20 1,292,024 —
ConocoPhillips Key Employee
Supplemental Retirement Plan 33 1,653,387 —
A.J. Hirshberg⁽⁴⁾ Title II - ConocoPhillips Retirement Plan 8 174,453 —
ConocoPhillips Key Employee
Supplemental Retirement Plan 36 19,151,386 —
K.B. Rose⁽⁵⁾ Title II - ConocoPhillips Retirement Plan <1 12,849 —
ConocoPhillips Key Employee
Supplemental Retirement Plan
<1 — —
J.L. Carrig (retired)⁽⁶⁾ Title II - ConocoPhillips Retirement Plan 12 — 294,589
ConocoPhillips Key Employee
Supplemental Retirement Plan 12 1,081,356 —
⁽¹⁾ The eligible pension compensation, as defined onpages 87-89, used to calculate the present value of the accumulated benefit for U.S. plans in this column as of December 31, 2018, for each Named Executive Officer is: Mr. Lance, $5,961,369; Mr. Wallette, $2,323,668; Mr. Fox, $3,866,956; Mr. Hirshberg, $3,098,499; Ms. Rose, $183,750; and Ms. Carrig, $1,713,188. Mr. Fox’s UK pension benefit and eligible pension compensation of $105,915 was converted to U.S. dollars at an exchange rate per British Pound Sterling of $1.2759 as of December 31, 2018.
⁽²⁾ Includes additional credited service for Mr. Wallette of 7.25 months related to foreign service prior to 1992, when the credit was discontinued.
⁽³⁾ Mr. Fox became an employee of ConocoPhillips on January 1, 2012. Prior to joining ConocoPhillips, Mr. Fox was an employee of Nexen Inc. None of the benefits earned by Mr. Fox as an employee of Nexen are included in the table. The service credited to Mr. Fox does not include his time of service with Nexen. However, prior to his service at Nexen, Mr. Fox was an employee of ConocoPhillips and ConocoPhillips UK. Mr. Fox’s service shown in the table includes that prior service with ConocoPhillips, in accordance with the standard terms and conditions of the applicable plans. Under Title II, and related provisions in the KESRP, Mr. Fox received pay credits equal to nine percent of his pension compensation in 2018, since his combined age and years of service exceed 65. See the narrative above for a discussion of this feature. For these purposes, years of service would include total years of service with ConocoPhillips, which, in Mr. Fox’s case, are 33.
68⁽⁴⁾ Mr. Hirshberg became an employee of ConocoPhillips   ~~2016 PROXY STATEMENT~~

on October 6, 2010. Prior to joining ConocoPhillips, Mr. Hirshberg was employed by ExxonMobil and participated in its defined benefit plans. None of the benefits earned by Mr. Hirshberg as an employee of ExxonMobil are included in the table. The service credited to Mr. Hirshberg does not include his time of service with ExxonMobil with regard to calculation of his benefit under Title II, but, pursuant to the offer letter and resolutions approved by the HRCC in connection with his hire, service credited to Mr. Hirshberg with regard to calculation of his benefit under the KESRP as a deemed Title I participant does include his time of service with ExxonMobil. This is reflected in the table by showing different service crediting periods for Mr. Hirshberg with regard to each of the plans. In determining his benefit in accordance with Title II, the service crediting period for Title II is also included in the service crediting period for the KESRP. Under Title II, and related provisions in the KESRP, Mr. Hirshberg received pay credits equal to seven percent of his pension compensation in 2018, since his combined age and years of service was 65. See the narrative above for a discussion of this feature. For these purposes, years of service would include total years of service with ConocoPhillips, which, in Mr. Hirshberg’s case, are eight. For purposes of determining his benefit in the KESRP as a deemed Title I participant, years of service would include both his total years of service with ExxonMobil and ConocoPhillips, which in Mr. Hirshberg’s case, are 36.

⁽⁵⁾ Ms. Rose became an employee of ConocoPhillips on September 4, 2018. Under Title II, and related provisions in the KESRP, Ms. Rose received pay credits equal to seven percent of her pension compensation in 2018, since her combined age and years of service was 52. See the narrative above for a discussion of this feature. For these purposes, years of service would include total years of service with ConocoPhillips, which, in Ms. Rose’s case, are less than one.
⁽⁶⁾ Ms. Carrig became an employee of ConocoPhillips on August 1, 2006. Under Title II, and related provisions in the KESRP, Ms. Carrig received pay credits equal to nine percent of her pension compensation in 2018, since her combined age and years of service exceed 65. See the narrative above for a discussion of this feature. For these purposes, years of service would include total years of service with ConocoPhillips, which, in Ms. Carrig’s case, are twelve. Ms. Carrig retired effective October 1, 2018 and received a lump-sum distribution of her qualified Title II benefit. Ms. Carrig will receive a lump sum distribution of her nonqualified KESRP benefit six months following her separation from service.
90   ConocoPhillips
Table of Contents

Name
Plan Name
Number of Years
Credited Service
(#)
Present Value of
Accumulated Benefit
($)(1)
Payments During
Last Fiscal Year
($)

R.M. Lance Title I—ConocoPhillips Retirement Plan 32 906,204 –
ConocoPhillips Key Employee Supplemental Retirement Plan 32 24,521,593 –
J.W. Sheets Title I—ConocoPhillips Retirement Plan 36 1,666,485 –
ConocoPhillips Key Employee Supplemental Retirement Plan 36 11,980,540 –
M.J. Fox(2) Title II—ConocoPhillips Retirement Plan 30 302,114 –
ConocoPhillips UK Pension Plan 20 1,135,580 –
ConocoPhillips Key Employee Supplemental Retirement Plan 30 803,799 –
A.J. Hirshberg(3) Title II—ConocoPhillips Retirement Plan 5 105,770 –
ConocoPhillips Key Employee Supplemental Retirement Plan 33 12,295,122 –
D.E. Wallette, Jr.(4) Title I—ConocoPhillips Retirement Plan 35 1,558,043 –
ConocoPhillips Key Employee Supplemental Retirement Plan 35 10,152,603 –
~~(1)~~
In determining the present value of the accumulated benefit for each Named Executive Officer, the eligible pension compensation, as defined on pages 66 through 69, used to calculate the amounts for US plans in this column as of December 31, 2015, for each Named Executive Officer is: Mr. Lance, $5,243,392; Mr. Sheets, $2,026,943; Mr. Fox, $3,113,421; Mr. Hirshberg, $2,547,944; and Mr. Wallette, $1,916,423. Mr. Fox's UK pension benefit and eligible pension compensation of $122,327 was converted to U.S. dollars at an exchange rate per British Pound Sterling of $1.4736 as of December 31, 2015.

~~(2)~~
Mr. Fox became an employee of ConocoPhillips on January 1, 2012. Prior to joining ConocoPhillips, Mr. Fox was an employee of Nexen Inc. None of the benefits earned by Mr. Fox as an employee of Nexen are included in the table. The service credited to Mr. Fox does not include his time of service with Nexen. However, prior to his service at Nexen, Mr. Fox had been an employee of ConocoPhillips and ConocoPhillips UK. Mr. Fox's service shown in the table includes that prior service with ConocoPhillips, in accordance with the standard terms and conditions of the applicable plans. Under Title II, and related provisions in KESRP, Mr. Fox received pay credits equal to 9% of his pension compensation in 2015, when his combined age and years of service exceeded 65. See the narrative above for a discussion of this feature. For these purposes, years of service would include total years of service with ConocoPhillips, which, in Mr. Fox's case, are 30.

~~(3)~~
Mr. Hirshberg became an employee of ConocoPhillips on October 6, 2010. Prior to joining ConocoPhillips, Mr. Hirshberg was employed by ExxonMobil and participated in its defined benefit plans. None of the benefits earned by Mr. Hirshberg as an employee of ExxonMobil are included in the table. The service credited to Mr. Hirshberg does not include his time of service with ExxonMobil with regard to calculation of his benefit under Title II, but, pursuant to the offer letter and resolutions approved by the HRCC in connection with his hire, service credited to Mr. Hirshberg with regard to calculation of his benefit under KESRP does include his time of service with ExxonMobil. This is reflected in the table by showing different service crediting periods for Mr. Hirshberg with regard to each of the plans. The service crediting period for Title II is also included in the service crediting period for KESRP.

~~(4)~~
~~Includes additional credited service for Mr. Wallette of 7.25 months related to foreign service prior to 1992, when the credit was discontinued.~~

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 69

~~Table of Contents~~Executive Compensation Tables
Nonqualified Deferred Compensation
ConocoPhillips maintains several nonqualified deferred compensation plans for its eligible ~~employees.~~employees in addition to the plans discussed in thePension Benefits section beginning onpage 87. Those available to the Named Executive Officers are briefly described below.
The Key Employee Deferred Compensation Plan of ConocoPhillips ~~("KEDCP"~~(“KEDCP”) is a nonqualified deferral plan that permits certain key employees voluntarily to defer salary and VCIP (or other similar annual incentive compensation program payments that would otherwise be received in subsequent years). ~~Beginning in 2016, amounts~~Amounts payable from the PSP for performance periods ending in 2015 or later also may be deferred to the KEDCP. Beginning in 2018, amounts payable from the Executive Restricted Stock Unit Program also may be deferred to the KEDCP. The KEDCP permits eligible employees to defer compensation of up to 100 percent of PSP, ~~up to 100 percent of~~ VCIP, and Executive Restricted Stock Units and up to 50 percent of salary. Each of the Named Executive Officers is eligible to participate in, and is fully vested in, the KEDCP.
Under the KEDCP, for amounts deferred and vested after December 31, 2004, the default distribution option is to receive a lump sum to be paid at least six months after separation from service. Participants may elect to defer payments from one to five years after separation from service, and to receive annual, semiannual, or quarterly payments for a period of up to 15 years. For elections that set a date certain for payment, the distribution will begin in the calendar quarter following the date requested and will be paid out on the distribution schedule elected by the participant.
For amounts deferred prior to January 1, 2005, a one-time revision of the ten annual installment payments schedule is allowed from 365 days to no later than 90 days prior to retirement at age 55 or above or within 30 days after being notified of layoff in the calendar year in which the employee is age 50 or above. Participants may receive distributions in 1one to 15 annual installments, 2two to 30 semi-annual installments, or 4four to 60 quarterly installments.
The Defined Contribution Make-Up Plan of ConocoPhillips ~~("DCMP"~~(“DCMP”) is a nonqualified restoration plan under which ~~the Company~~ConocoPhillips makes employer contributions that cannot be made in the qualified ConocoPhillips Savings ~~Plan ("CPSP")—~~Plan—a defined contribution plan of the type often referred to as a 401(k) plan—due to certain voluntary reductions of salary under the KEDCP or due to limitations imposed by the Internal Revenue Code. For ~~2015,~~2018, the Internal Revenue Code
limited the amount of compensation that could be taken into account in determining a benefit under the ~~CPSP~~ConocoPhillips Savings Plan to ~~$265,000.~~$275,000. Employees make no contributions to the DCMP. Each of the Named Executive Officers is eligible to participate in, and is fully vested in, the DCMP.
Under the DCMP, amounts vested after December 31, 2004, will be distributed as a lump sum six months after separation from service, or, at a ~~participant's~~participant’s election, in 1one to 15 annual installments, 2two to 30 semi-annual installments, or 4four to 60 quarterly installments, beginning no earlier than one year after separation from service. For amounts vested prior to January 1, 2005, participants may, from 365 days to no later than 90 days prior to termination or within 30 days after being notified of layoff in the calendar year in which the employee is age 50 or above, indicate a preference to defer the value into ~~their~~an account under the KEDCP.
Each participant directs investments of the individual accounts set up for that participant under either the KEDCP or the DCMP. Participants may make changes in the investments as often as daily. All ConocoPhillips defined contribution nonqualified deferred compensation plans allow investment of deferred amounts in a broad range of mutual funds or other market-based investments, including ConocoPhillips stock. As market-based investments, none of these provide above-market return.
Since each executive participating in each plan chooses the investment vehicle or vehicles and may change ~~his or her~~ allocations, ~~from time to time (as often as daily),~~ the return on the investment will depend on how well the underlying investment fund ~~performed~~performs during the period the executive chose it as an investment vehicle. The aggregate performance of each such investment is reflected in the Nonqualified Deferred Compensation Table under the column Aggregate Earnings in Last Fiscal Year.
Benefits due under each of the plans discussed above are paid from ~~the~~ConocoPhillips’ general assets, ~~of the Company,~~ although ~~the Company~~we also ~~maintains~~maintain trusts of the type generally known as ~~"rabbi trusts"~~“rabbi trusts” that may be used to pay benefits under the plans. The trusts and the funds held in them are assets of ConocoPhillips. In the event of bankruptcy, participants would be unsecured general creditors.
2019 Proxy Statement   91

70 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

Table of Contents

Name
Applicable Plan(1)
Beginning
Balance
($)
Executive
Contributions
in Last FY
($)(2)
Registrant
Contributions
in Last FY
($)(3)
Aggregate
Earnings
in Last FY
($)(4)
Aggregate
Withdrawals/
Distributions
($)
Aggregate
Balance
at Last FYE
($)(5)

R.M. Lance Defined Contribution Make-Up Plan of ConocoPhillips $ 1,192,898 $ – $ 129,150 $ (173,921 ) $ – $ 1,148,127
Key Employee Deferred Compensation Plan of ConocoPhillips 2,448,234 170,000 – 37,327 – 2,655,561
J.W. Sheets Defined Contribution Make-Up Plan of ConocoPhillips 620,082 – 56,070 (77,253 ) – 598,899
Key Employee Deferred Compensation Plan of ConocoPhillips 4,018,648 – – 6,467 – 4,025,115
M.J. Fox Defined Contribution Make-Up Plan of ConocoPhillips 286,243 – 87,840 6,877 – 380,960
Key Employee Deferred Compensation Plan of ConocoPhillips – – – – – –
A.J. Hirshberg Defined Contribution Make-Up Plan of ConocoPhillips 356,717 – 74,790 (39,102 ) – 392,405
Key Employee Deferred Compensation Plan of ConocoPhillips – – – – – –
D.E. Wallette, Jr. Defined Contribution Make-Up Plan of ConocoPhillips 339,895 – 54,810 (2,334 ) – 392,371
Key Employee Deferred Compensation Plan of ConocoPhillips 4,573,903 1,505,428 – (73,041 ) – 6,006,290
~~(1)~~
Our primary defined contribution deferred compensation programs for executives (KEDCP and DCMP) make a variety of investments available to participants. As of December 31, 2015, there were a total of 95 investment options, 36 of which were the same as those available in the Company's primary tax-qualified defined contribution plan for employees (its 401(k) plan, the ConocoPhillips Savings Plan) and 59 of which were other various mutual fund options approved by an administrator designated by the relevant plan.

~~(2)~~
~~Reflects deferrals by the Named~~ Executive ~~Officer under the KEDCP in 2015 (included in the Salary column of the Summary~~ Compensation Table for Mr. Lance, this column reflects $170,000 in salary deferred in 2015 (included in the 2015 Salary column of the Summary Compensation Table). For Mr. Wallette, this column reflects $437,000 in salary deferred in 2015 (included in the 2015 Salary column of the Summary Compensation Table) and $1,068,428 in 2014 VCIP deferred (included in the 2014 Non-Equity Incentive Plan Compensation column of the Summary Compensation Table).Tables
Name    Applicable Plan⁽¹⁾    Beginning
Balance    Executive
Contributions
in Last FY⁽²⁾    Registrant
Contributions
in Last FY⁽³⁾    Aggregate
Earnings in
Last FY⁽⁴⁾    Aggregate
Withdrawals/
Distributions    Aggregate
Balance at
Last FYE⁽⁵⁾
R.M. Lance
Defined Contribution
Make-Up Plan
of ConocoPhillips
$ 1,547,772 $ — $142,500 $ 82,981 $— $ 1,773,253
Key Employee Deferred
Compensation Plan
of ConocoPhillips 4,780,654 182,807 — 33,335 — 4,996,796
D.E. Wallette, Jr. Defined Contribution
Make-Up Plan of
ConocoPhillips 568,852 — 71,044 (31,542 ) — 608,354
Key Employee Deferred
Compensation Plan
of ConocoPhillips 10,070,564 2,640,804 — (752,885 ) — 11,958,483
M.J. Fox Defined Contribution
Make-Up Plan
of ConocoPhillips 546,734 — 96,600 15,334 — 658,668
Key Employee Deferred
Compensation Plan
of ConocoPhillips — — — — — —
A.J. Hirshberg Defined Contribution
Make-Up Plan
of ConocoPhillips 594,197 — 93,060 23,641 — 710,898
Key Employee Deferred
Compensation Plan of
ConocoPhillips — — — — — —
K.B. Rose Defined Contribution
Make-Up Plan
of ConocoPhillips — — — — — —
Key Employee Deferred
Compensation Plan
of ConocoPhillips — — — — — —
J.L. Carrig (retired) Defined Contribution
Make-Up Plan of
ConocoPhillips 628,108 — 29,502 (8,497 ) — 649,113
Key Employee Deferred
Compensation Plan
of ConocoPhillips 3,796,219 2,108,139 — (427,111 ) — 5,477,247
⁽¹⁾ Our primary defined contribution deferred compensation programs for executives (KEDCP and DCMP) make a variety of investments available to participants. As of December 31, 2018, there were a total of 95 investment options, 35 of which were the same as those available in ConocoPhillips’ primary tax-qualified defined contribution plan for employees (the ConocoPhillips Savings Plan, a 401(k) plan) and 60 of which were other mutual fund options approved by an administrator designated by the relevant plan.
⁽²⁾ Reflects deferrals by the Named Executive Officer under the KEDCP in 2018. For Mr. Lance, this column reflects $182,807 in a deferred LTIP VIII and IX payout covering the performance periods of 2000 through 2002 and 2002 through 2004 respectively. For Mr. Wallette, this column reflects $1,669,059 in 2017 VCIP deferred (included in the2017 Non-Equity Incentive Plan Compensation column of the Summary Compensation Table), and $971,745 in a deferred PSP XIII payout covering performance period 2015 through 2017. For Ms. Carrig, this column reflects $285,012 in 2018 salary deferred (included in the2018 Salarycolumn of the Summary Compensation Table), $1,108,723 in 2017 VCIP deferred (included in the2017 Non-Equity Incentive Plan Compensationcolumn of the Summary Compensation Table), and $714,404 in a deferred PSP XIII payout covering performance period 2015 through 2017.
⁽³⁾ Reflects contributions by ConocoPhillips under the DCMP relating to wages earned in 2018 (included in theAll Other Compensation column of theSummary Compensation Tableonpage 79for 2018). Of this amount, the following amounts were contributed in January 2019, relating to company contributions on 2018 service: for Mr. Lance, $34,000; for Mr. Wallette, $20,190; for Mr. Fox, $24,820; for Mr. Hirshberg; $24,112; and for Ms. Carrig, $4,201. In addition to the amounts shown relating to 2018, contributions by ConocoPhillips under the DCMP in earlier years (included in theAll Other Compensation column of theSummary Compensation Tablefor those respective years) were as follows: in 2017 for Mr. Lance, $128,700; for Mr. Wallette, $62,226; for Mr. Fox, $87,390; for Mr. Hirshberg, $84,204; and for Ms. Carrig, $44,103; in 2016, for Mr. Lance, $86,100; for Mr. Wallette, $40,473; for Mr. Fox, $58,560; for Mr. Hirshberg, $54,792; and for Ms. Carrig, $29,702.

92
~~(3)~~ConocoPhillips
Reflects contributions by the Company under the DCMP in 2015 (included in the All Other Compensation column of the Summary Compensation Table on page 60 for 2015). In addition to the amounts shown for 2015, contributions by the Company under the DCMP in earlier years (included in the All Other Compensation column of this Summary Compensation Table for those respective years) were as follows: In 2014, for Mr. Lance, $129,600, for Mr. Sheets, $56,520, for Mr. Fox, $88,290, for Mr. Hirshberg, $74,310, and for Mr. Wallette, $55,260; and in 2013, for Mr. Lance, $211,188, for Mr. Sheets, $98,408, for Mr. Fox, $144,837, for Mr. Hirshberg, $124,626, and for Mr. Wallette, $83,907.

~~(4)~~
~~None of these earnings are included in the Summary Compensation Table for 2015. Aggregate earnings reflect the net impact of investment gains and losses and, consequently, may be a negative amount.~~

~~(5)~~
Reflects contributions by our Named Executive Officers, contributions by the Company, and earnings on balances prior to 2015; plus contributions by our Named Executive Officers, contributions by the Company, and earnings for 2015, less any distributions (shown in the appropriate columns of this table, with amounts that are included in the Summary Compensation Table for 2015 shown in notes 2, 3 and 4 above).
Table of Contents
Executive Compensation Tables
⁽⁴⁾ None of these earnings are included in the Summary Compensation Table for 2018. Aggregate earnings reflect the net impact of investment gains and losses and, consequently, may be a negative amount.
⁽⁵⁾ Reflects contributions by our Named Executive Officers, contributions by ConocoPhillips, and earnings on balances prior to 2018; plus, contributions by our Named Executive Officers, contributions by ConocoPhillips, and earnings for 2018, less any distributions (shown in the appropriate columns of this table, with amounts that are included in theSummary Compensation Table for 2018 shown in notes 2, 3 and 4 above). This also includes contributions by ConocoPhillips made in January 2019, allocated to 2018. See note 3 above.
Executive Severance and Changes in Control
Salary and other compensation for our Named Executive Officers is set by the HRCC, as described in "the“Compensation Discussion and Analysis”" beginning onpage 29 48of this Proxy Statement. These officers may participate in ~~the Company's~~ConocoPhillips’ employee benefit plans and programs for which they are eligible, in accordance with their terms. The amounts earned by the Named Executive Officers for ~~2015~~2018 appear in the variousExecutive Compensation Tablesbeginning onpage 60 79of this Proxy Statement.
Each of our Named Executive Officers is expected to receive amounts earned ~~during his term of employment~~while employed unless hethe executive voluntarily resigns prior to becoming retirement-eligible or is terminated for cause. Such amounts include:
•
~~VCIP compensation earned during the fiscal year;~~

•
~~Grants pursuant to the PSP for the most-recently completed performance period and ongoing performance periods in which the executive participated for at least one year;~~

•
~~Previously granted restricted stock and restricted stock units;~~

•
~~Vested stock option grants under the Stock Option Program;~~

•
~~Amounts contributed and vested under our defined contribution plans; and~~

•
~~Amounts accrued and vested under our retirement plans.~~
> VCIP compensation earned during the fiscal year;
> Grants pursuant to the PSP for the most-recently completed performance period and ongoing performance periods in which the executive participated for at least one year;
> Previously granted restricted stock and restricted stock units;
> Vested stock option grants under the Stock Option Program;
> Amounts contributed and vested under our defined contribution plans; and
> Amounts accrued and vested under our retirement plans.
While normal retirement age under our benefit plans is 65, early retirement provisions allow benefits at earlier ages if vesting requirements are met, as discussed in the sections of this Proxy Statement titledPension Benefits andNonqualified Deferred Compensation. For our compensation programs (VCIP, Stock Option Program, Executive Restricted Stock Unit Program, and PSP), early retirement is generally defined to be termination at or after the age of 55 with five years of service. As of December 31, ~~2015, Messrs. Lance and Hirshberg~~2018, each of our Named Executive Officers had ~~not~~ met the early retirement criteria ~~under either~~with the ~~applicable title~~exception of Ms. Rose, who joined the ~~pension plan or of our compensation programs, while Messrs. Sheets, Fox and Wallette had met the early retirement criteria.~~Company in September 2018. In addition, specific severance arrangements for executive officers, including the Named Executive Officers, are provided under two severance ~~plans of ConocoPhillips: one being~~plans: (1) the ConocoPhillips Executive Severance Plan ~~("CPESP"~~(“CPESP”), which is available to a limited number of senior executives; and ~~the other being~~(2) the ConocoPhillips Key Employee Change in Control Severance Plan ~~("CICSP"~~(“CICSP”), which is also available to a limited number of senior executives but only upon a change in control. These arrangements are described below. Executives are not entitled to participate in both plans as a result of a single ~~event; for~~event. For example, executives receiving benefits under the CICSP would not be entitled to benefits potentially payable under the CPESP relating to the event giving rise to benefits under the CICSP.
CONOCOPHILLIPS EXECUTIVE SEVERANCE PLAN

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 71

~~Table of Contents~~

~~Executive Severance and Changes in Control continued~~
~~ConocoPhillips Executive Severance Plan~~
The CPESP covers executives in salary grades generally corresponding to vice president and higher. Under the CPESP, if ~~the Company~~ConocoPhillips terminates the employment of a plan participant other than for cause, as defined in the plan, upon executing a general release of liability and, if requested, ~~by the Company,~~ an agreement not to compete with ~~the Company,~~ConocoPhillips, the participant will be entitled to:
•
> A lump-sum cash payment equal to one-and-a-half or two times the sum of the employee’s base salary and current target VCIP;
> A lump-sum cash payment equal to the present value of the increase in pension benefits that would result from the crediting of an additional one-and-a-half or two years to the employee’s number of years of age and service under the applicable pension plan;
> A lump-sum cash payment equal to ConocoPhillips’ cost of certain welfare benefits for an additional one-and-a-half or two years;
> Continuation in eligibility for a pro rata portion of the annual VCIP for which the employee is eligible in the year of termination; and
2019 Proxy Statement   93
Table of ~~the employee's base salary and current target VCIP;~~Contents

•
A lump-sum cash payment equal to the present value of the increase in pension benefits that would result from the crediting of an additional one-and-a-half or two years to the employee's number of years of age and service under the applicable pension plan;

•
~~A lump-sum cash payment equal to the Company cost of certain welfare benefits for an additional one-and-a-half or two years;~~

•
~~Continuation in eligibility for a pro rata portion of the annual VCIP for which the employee is eligible in the year of termination; and~~
•
Treatment as a layoff under the various compensation and equity programs of the Company—generally, layoff treatment will allow executives to retain awards previously made and continue their eligibility under ongoing Company programs, thus, actual program grants of restricted stock or restricted stock units would vest and the executive would remain eligible for awards attributable to ongoing performance periods under the PSP in which he or she had participated for at least one year.
~~The Company~~Executive Compensation Tables
> Treatment as a layoff under our various compensation and equity programs. Generally, layoff treatment will allow executives to retain awards previously made and continue their eligibility under ongoing ConocoPhillips programs. Thus, actual program grants of restricted stock or restricted stock units would vest, and the executive would remain eligible for awards attributable to ongoing performance periods under the PSP in which the executive had participated for at least one year.
ConocoPhillips may amend or terminate the CPESP at any time. Amounts payable under the ~~plan~~CPESP will be offset by any payments or benefits that are payable to the severed employee under any other plan, policy, or program of ConocoPhillips relating to severance, and amounts may also be reduced in the event of willful and bad faith conduct demonstrably injurious to ~~the Company,~~ConocoPhillips, monetarily or otherwise, or, if required by law to be ~~"clawed~~“clawed back,"” such as may be the case in certain circumstances under the Sarbanes-Oxley Act or the Dodd-Frank Act.
~~ConocoPhillips Key Employee Change in Control Severance Plan~~
CONOCOPHILLIPS KEY EMPLOYEE CHANGE IN CONTROL SEVERANCE PLAN
The CICSP covers executives in salary grades generally corresponding to vice president and ~~higher.~~higher, and the CICSP is incorporated by reference to Exhibit 10.21 to the Annual Report of ConocoPhillips on Form 10-K for the year ended December 31, 2013; File No. 001-32395. Under the CICSP, if within two years after a “change in control” of ConocoPhillips, the employment of a participant ~~in the plan~~ is terminated by ~~the Company within two years after a "change in control" of~~ ConocoPhillips other than for cause, or by the participant for good reason as(as such terms are defined in the ~~plan,~~plan), upon executing a general release of liability, the participant will be entitled to:
•
~~A lump-sum cash payment equal to two or three times the sum of the employee's base salary and the higher of current target VCIP compensation or previous two years' average VCIP compensation;~~

•
A lump-sum cash payment equal to the present value of the increase in pension benefits that would result from the crediting of an additional two or three years to the employee's number of years of age and service under the applicable pension plan;

•
~~A lump-sum cash payment equal to the Company cost of certain welfare benefits for an additional two or three years;~~

•
~~Continuation in eligibility for a pro rata portion of the annual VCIP compensation for which the employee is eligible in the year of termination; and~~

•
If necessary, a gross-up payment sufficient to compensate the participant for the amount of any excise tax imposed on payments made under the plan or otherwise pursuant to section 4999 of the Internal Revenue Code and for any taxes imposed on this additional payment, although if the applicable payments are not more than 110 percent of the "safe harbor" amount under section 280G of the Internal Revenue Code, the payments are "cut back" to the safe

~~harbor amount rather than a gross-up payment being made. Employees who became participants in the plan after the spinoff of the Company are not eligible for this gross-up payment.~~
> A lump-sum cash payment equal to two or three times the sum of the employee’s base salary and the higher of current target VCIP compensation or the previous two years’ average VCIP compensation;
> A lump-sum cash payment equal to the present value of the increase in pension benefits that would result from crediting an additional two or three years to the employee’s number of years of age and service under the applicable pension plan;
> A lump-sum cash payment equal to ConocoPhillips’ cost of certain welfare benefits for an additional two or three years;
> Continuation in eligibility for a pro rata portion of the annual VCIP compensation for which the executive is eligible in the year of termination; and
> If necessary, a gross-up payment sufficient to compensate the executive for the amount of any excise tax imposed on payments made under the plan or otherwise pursuant to Section 4999 of the Internal Revenue Code and for any taxes imposed on this additional payment, although if the applicable payments are not more than 110 percent of the “safe harbor” amount under Section 280G of the Internal Revenue Code, the payments are “cut back” to the safe harbor amount rather than a gross-up payment being made. Executives who became participants in the plan after the spinoff in 2012 (including Ms. Rose) are not eligible for this gross-up payment.
Upon a change in control, with respect to awards granted prior to or attributable to performance periods prior to January 1, 2014, each ~~participant's~~participant’s equity awards will vest, and any applicable restrictions will lapse. With respect to awards granted after December 31, 2013, attributable to performance periods beginning on or after January 1, 2014, that are assumed, or substituted for, by an acquirer, accelerated vesting will occur only following both a change in control and a termination of employment. Termination of employment includes involuntary termination for cause or voluntary termination for good reason. Participants will continue to be able to exercise stock options for their remaining terms, but exercisability of stock options will not be accelerated. No distributions are made with respect to restricted stock units until after the participant separates from service.
After a change in control, the CICSP may not be amended or terminated if such amendment would be adverse to the interests of any eligible employee, without the ~~employee's~~employee’s written consent. Amounts payable under the plan will be offset by any payments or benefits that are payable to the severed employee under any other plan, policy, or program of ConocoPhillips relating to severance, and amounts may also be reduced in the event of willful and bad faith conduct demonstrably injurious to ~~the Company,~~ConocoPhillips, monetarily or otherwise, or if required by law to be ~~"clawed~~“clawed back,"” such as may be the case in certain circumstances under the Sarbanes-Oxley Act or the Dodd-Frank Act.
94   ConocoPhillips

72 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

Table of Contents
Executive Compensation Tables
QUANTIFICATION OF SEVERANCE PAYMENTS
~~Other Arrangements~~
~~Mr. Hirshberg became an employee~~Each of ~~ConocoPhillips on October 6, 2010. The HRCC approved an offer letter~~our NEOs is expected to ~~him which described the terms and conditions~~receive amounts earned during his or her period of employment ~~including the fact that~~unless he ~~would serve as an at-will employee. The letter also provided certain protections against termination events. Mr. Hirshberg will be considered~~or she voluntarily resigns prior to ~~have been terminated by the Company if the Company terminates his employment either without cause~~becoming retirement-eligible or ~~if his employment~~
is terminated by mutual agreement, or if he initiates the termination of his employment (but only if given good reason to do so), prior to attaining age 55. Any severance benefits to which he may become entitled prior to attainment of age 55 will not be less than the severance benefits provided under the letter, the CPESP, and the CICSP as those plans were in effect on the date of the letter.
~~Quantification of Severance Payments~~
for-cause. The following tables ~~below~~ reflect the amount of incremental compensation payable in excess of the items listed above to each of our Named Executive Officers (other than Ms. Carrig, who retired from the Company effective October 1, 2018) in the event of ~~termination of such executive's employment other than as a result of voluntary resignation. The amount of compensation payable to each Named Executive Officer upon~~ involuntary not-for-cause ~~termination, for-cause~~ termination, termination following a change-in-control ~~("CIC"~~(“CIC”) (either involuntarily without cause or for good reason), and in the event of the death or disability of the ~~executive is shown below.~~executive. The amounts actually paid to Ms. Carrig upon her retirement are shown in theSummary Compensation Table and accompanying footnotes, found beginning onpage 79. For our other NEOs, the amounts shown below assume that such termination was effective as of December 31, ~~2015,~~
2018, and thus include amounts earned through such time, and are estimates of the amounts ~~which~~that would be paid out to the executives upon their termination. The actual amounts to be paid out can only be determined at the time of ~~such executive's~~an executive’s separation from ConocoPhillips. In the ~~Company.~~event of a for-cause termination, the HRCC can suspend the right to exercise, refuse to honor the exercise of awards already requested, or cancel awards granted if a NEO engages in any activity determined to be detrimental to ConocoPhillips. In addition, the NEO’s incentive compensation is subject to a clawback policy. Seepage 76 for more information about the clawback policy.
Executive Benefits and Payments Upon Termination
Involuntary
Not-for-Cause
Termination
(Not CIC)
      Involuntary or
Good Reason
Termination
(CIC)       Death       Disability
R.M. Lance*
Base Salary $ 3,400,000 $ 5,100,000 $ — $—
Short-term Incentive 5,440,000 10,852,801 — —
Variable Cash Incentive Program — — — —
January 2016 - December 2018 (performance period) — — — —
January 2017 - December 2019 (performance period) — 3,116,565 — —
January 2018 - December 2020 (performance period) — 5,681,672 — —
Other Restricted Stock/Units — — — —
Stock Options/SARs:
Unvested and Accelerated — — — —
Incremental Pension 2,408,498 3,346,959 — —
Post-employment Health & Welfare 88,634 132,952 — —
Life Insurance — — 3,400,100 —
280G Tax Gross-up — 11,143,944 — —
$ 11,337,132 $ 39,374,893 $ 3,400,100 $—

Executive Benefits and Payments Upon Termination       Involuntary
Not-for-Cause
Termination
(Not CIC)       Involuntary or
Good Reason
Termination
(CIC)       Death       Disability
D.E. Wallette, Jr.*
Base Salary $ 2,018,976 $ 3,028,464 $ — $—
Short-term Incentive 2,018,976 3,948,405 — —
Variable Cash Incentive Program — — — —
January 2016 - December 2018 (performance period) — — — —
January 2017 - December 2019 (performance period) — 1,009,072 — —
January 2018 - December 2020 (performance period) — 1,839,670 — —
Other Restricted Stock/Units — — — —
Stock Options/SARs:
Unvested and Accelerated — — — —
Incremental Pension 707,292 707,292 — —
Post-employment Health & Welfare 77,058 115,586 — —
Life Insurance — — 2,019,000 —
280G Tax Gross-up — 4,236,229 — —
$ 4,822,302 $ 14,884,718 $ 2,019,000 $—
*   See notes beginning onpage 97
~~The following tables reflect additional incremental amounts to which each of our Named Executive Officers would be entitled if their employment were terminated due to the events described above.~~2019 Proxy Statement   95

Executive Benefits and
Payments Upon Termination
Involuntary
Not-for-Cause
Termination (Not CIC)
For-Cause
Termination
Involuntary or
Good Reason
Termination (CIC)
Death
Disability

R.M. Lance†

Base Salary
$ 3,400,000 $ – $ 5,100,000 $ – $ –
Short-term Incentive
5,440,000 – 12,280,961 – –
Variable Cash Incentive Program
2,720,000 – 2,720,000 2,720,000 2,720,000
January 2013—December 2015 (performance period)
5,897,040 – 5,897,040 5,897,040 5,897,040
January 2014—December 2016 (performance period)
2,908,460 – 4,362,667 2,908,460 2,908,460
January 2015—December 2017 (performance period)
1,490,298 – 4,470,894 1,490,298 1,490,298
Restricted Stock/Units from prior periods
33,290,582 – 24,563,749 33,290,582 33,290,582
Stock Options/SARs:

Unvested and Accelerated
– – – – –
Incremental Pension
18,068,747 – 21,419,799 – –
Post-employment Health & Welfare
32,220 – 53,433 – –
Life Insurance
– – – 3,400,000 –
280G Tax Gross-up
– – 23,468,779 – ��

73,247,348 – 104,337,323 49,706,380 46,306,380

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 73

Table of Contents

Executive Compensation Tables
Executive Benefits and Payments Upon Termination       Involuntary
Not-for-Cause
Termination
(Not CIC)       Involuntary or
Good Reason
Termination
(CIC)       Death       Disability
M.J. Fox*
Base Salary $ 2,482,000 $ 3,723,000 $ — $—
Short-term Incentive 2,854,300 6,015,438 — —
Variable Cash Incentive Program — — — —
January 2016 - December 2018 (performance period) — — — —
January 2017 - December 2019 (performance period) — 1,469,590 — —
January 2018 - December 2020 (performance period) — 2,679,063 — —
Other Restricted Stock/Units — — — —
Stock Options/SARs:
Unvested and Accelerated — — — —
Incremental Pension 428,644 627,109 — —
Post-employment Health & Welfare 62,103 105,575 — —
Life Insurance — — 2,482,100 —
280G Tax Gross-up — 5,451,073 — —
$ 5,827,047 $ 20,070,848 $ 2,482,100 $—

Executive Benefits and Payments Upon Termination       Involuntary
Not-for-Cause
Termination
(Not CIC)       Involuntary or
Good Reason
Termination
(CIC)       Death       Disability
A.J. Hirshberg*
Base Salary $ 2,411,200 $ 3,616,800 $ — $—
Short-term Incentive 2,772,880 5,694,015 — —
Variable Cash Incentive Program — — — —
January 2016 - December 2018 (performance period) — — — —
January 2017 - December 2019 (performance period) — 1,427,628 — —
January 2018 - December 2020 (performance period) — 2,602,650 — —
Other Restricted Stock/Units — — — —
Stock Options/SARs:
Unvested and Accelerated — — — —
Incremental Pension 1,098,983 886,496 — —
Post-employment Health & Welfare 259,181 392,062 — —
Life Insurance — — 2,411,300 —
280G Tax Gross-up — 5,378,591 — —
$ 6,542,244 $ 19,998,242 $ 2,411,300 $—

Executive Benefits and Payments Upon Termination       Involuntary
Not-for-Cause
Termination
(Not CIC)       Involuntary or
Good Reason
Termination
(CIC)       Death       Disability
K.B. Rose*
Base Salary $ 1,470,000 $ 2,205,000 $ — $ —
Short-term Incentive 1,308,300 1,962,450 — —
Variable Cash Incentive Program 215,324 215,324 215,324 215,324
January 2016 - December 2018 (performance period) — — — —
January 2017 - December 2019 (performance period) — 870,344 217,602 217,602
January 2018 - December 2020 (performance period) — 1,370,050 195,712 195,712
Other Restricted Stock/Units 244,100 639,345 639,345 639,345
Stock Options/SARs:
Unvested and Accelerated — — — —
Incremental Pension 155,870 242,529 — —
Post-employment Health & Welfare 109,554 165,930 — —
Life Insurance — — 1,470,000 —
280G Tax Gross-up — — — —
$ 3,503,148 $ 7,670,972 $ 2,737,983 $ 1,267,983
~~Executive Severance and Changes in Control continued~~*   See notes beginning onpage 97
96   ConocoPhillips

Executive Benefits and
Payments Upon Termination
Involuntary
Not-for-Cause
Termination (Not CIC)
For-Cause
Termination
Involuntary or
Good Reason
Termination (CIC)
Death
Disability

J.W. Sheets†

Base Salary
$ 1,776,000 $ – $ 2,664,000 $ – $ –
Short-term Incentive
1,776,000 – 3,708,117 – –
Variable Cash Incentive Program
– (888,000 ) – – –
January 2013—December 2015 (performance period)
– (1,507,107 ) – – –
January 2014—December 2016 (performance period)
– (869,788 ) 434,917 – –
January 2015—December 2017 (performance period)
– (445,703 ) 891,405 – –
Restricted Stock/Units from prior periods
– – – – –
Stock Options/SARs:

Unvested and Accelerated
– – – – –
Incremental Pension
2,789,526 – 3,359,114 – –
Post-employment Health & Welfare
29,875 – 44,813 – –
Life Insurance
– – – 1,776,000 –
280G Tax Gross-up
– – 4,778,197 – –

6,371,401 (3,710,598 ) 15,880,564 1,776,000 –

Executive Benefits and
Payments Upon Termination
Involuntary
Not-for-Cause
Termination (Not CIC)
For-Cause
Termination
Involuntary or
Good Reason
Termination (CIC)
Death
Disability

M.J. Fox†

Base Salary
$ 2,482,000 $ – $ 3,723,000 $ – $ –
Short-term Incentive
2,854,300 – 5,812,787 – –
Variable Cash Incentive Program
– (1,427,150 ) – – –
January 2013—December 2015 (performance period)
– (2,451,879 ) – – –
January 2014—December 2016 (performance period)
– (1,371,425 ) 685,736 – –
January 2015—December 2017 (performance period)
– (702,731 ) 1,405,463 – –
Restricted Stock/Units from prior periods
– – 3,693,272 – –
Stock Options/SARs:

Unvested and Accelerated
– – – – –
Incremental Pension
564,380 – 859,117 – –
Post-employment Health & Welfare
34,794 – 52,190 – –
Life Insurance
– – – 2,482,000 –
280G Tax Gross-up
– – 5,531,484 – –

5,935,473 (5,953,185 ) 21,763,049 2,482,000 –

74 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

Table of Contents
Executive Compensation Tables

Executive Benefits and
Payments Upon Termination
Involuntary
Not-for-Cause
Termination (Not CIC)
For-Cause
Termination
Involuntary or
Good Reason
Termination (CIC)
Death
Disability

A.J. Hirshberg†

Base Salary
$ 2,192,000 $ – $ 3,288,000 $ – $ –
Short-term Incentive
2,520,800 – 4,836,553 – –
Variable Cash Incentive Program
1,260,400 – 1,260,400 1,260,400 1,260,400
January 2013—December 2015 (performance period)
2,098,155 – 2,098,155 2,098,155 2,098,155
January 2014—December 2016 (performance period)
1,194,610 – 1,800,226 1,194,610 1,194,610
January 2015—December 2017 (performance period)
620,603 – 1,861,857 620,603 620,603
Restricted Stock/Units from prior periods
10,813,675 – 8,220,288 10,813,675 10,813,675
Stock Options/SARs:

Unvested and Accelerated
– – – – –
Incremental Pension
7,926,579 – 9,433,486 – –
Post-employment Health & Welfare
140,128 – 211,794 – –
Life Insurance
– – – 2,192,000 –
280G Tax Gross-up
– – 8,581,993 – –

28,766,950 – 41,592,753 18,179,443 15,987,443

Executive Benefits and
Payments Upon Termination
Involuntary
Not-for-Cause
Termination (Not CIC)
For-Cause
Termination
Involuntary or
Good Reason
Termination (CIC)
Death
Disability

D.E. Wallette, Jr.†

Base Salary
$ 1,748,000 $ – $ 2,622,000 $ – $ –
Short-term Incentive
1,748,000 – 3,545,557 – –
Variable Cash Incentive Program
– (874,000 ) – – –
January 2013—December 2015 (performance period)
– (1,477,552 ) – – –
January 2014—December 2016 (performance period)
– (856,108 ) 428,054 – –
January 2015—December 2017 (performance period)
– (438,653 ) 877,351 – –
Restricted Stock/Units from prior periods
– – – – –
Stock Options/SARs:

Unvested and Accelerated
– – – – –
Incremental Pension
2,617,535 – 3,897,332 – –
Post-employment Health & Welfare
32,313 – 48,469 – –
Life Insurance
– – – 1,748,000 –
280G Tax Gross-up
– – 5,275,172 – –

6,145,848 (3,646,313 ) 16,693,936 1,748,000 –

*
As discussed in the narrative preceding the tables above, the amounts shown indicate the difference in compensation arising from the stated type of termination in comparison to a voluntary resignation. In the case of a For-Cause Termination, we have assumed that the Company would act to invoke the "detrimental activity" clause contained in our equity awards and compensation programs. For more about the detrimental activity clause, see "Executive Compensation Governance—Clawback Policy" on page 59. For aA Named Executive Officer who ~~has not reached~~voluntarily resigns before reaching the retirement age and service threshold contained in those equity awards and compensation programs (age 55 with 5 years of service)~~, voluntary resignation~~ would ~~prevent earning~~not earn awards for ongoing performance periods under the VCIP, the PSP, ~~and~~the Executive Restricted Stock Unit Program, or the Stock Option Program, and would ~~cause the loss of~~lose prior awards under the PSP and the Executive Restricted Stock Unit Program (or other restricted stock or restricted stock units) and stock options. For a Named Executive Officer who has reached the retirement age and service threshold in those programs, a voluntary resignation would be deemed a retirement, and thus ~~no loss of~~would not typically lose those ~~awards would normally occur.~~awards. However, ~~prior to~~before the awards are actually ~~being~~ delivered as cash or stock (including upon the exercise of an option), the awards remain at risk, even for a Named Executive Officer who has reached the age and service threshold. If ~~the Company~~ConocoPhillips were to invoke the detrimental activity clause, amounts that would normally be paid in connection with a voluntary resignation to a Named Executive Officer who had reached the age and service threshold would instead be forfeited. The negative amounts shown above represent the value of awards that Messrs. Sheets, Fox, and Wallette would forfeit in such a case, since Messrs. Sheets, Fox, and Wallette have reached that threshold. Messrs. Lance and Hirshberg have not reached that threshold. Therefore invoking a detrimental activity clause would have the same effect as a voluntary termination so no negative amounts are shown.

* Notes Applicable to All Termination Tables—Benefits that would be available generally to all or substantially all salaried employees on the U.S. payroll are not included in the amounts shown above. In preparing the tables, we made the following assumptions:

> Base Salary—In the event of an involuntary not-for-cause termination not related to a change in control (“regular involuntary termination”), the amount reflects two times base salary. In the event of an involuntary or good reason termination related to a change in control (“CIC termination”), the amount reflects three times base salary.
>

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 75

Short-Term Incentives

~~Table of Contents~~

~~Executive Severance and Changes in Control continued~~
†
~~Notes Applicable to All Termination Tables~~—In the event of a regular involuntary termination, the amount reflects two times the current VCIP target. In preparing each of the tables above, certain assumptions have been made. Benefits that would be available generally to all or substantially all salaried employees on the U.S. payroll are not included in the amounts shown. The following assumptions were also made:

•
~~Base Salary~~—For the base salary amounts, in the event of an involuntary not-for-cause termination not related to a change in control ("regular involuntary termination"), the amount reflects two times base salary, while in the event of an involuntary or good reason termination related to a change in control ("CIC termination"), the amount reflects three times base salary.

•
~~Short-Term Incentives~~~~—For the short-term incentive amounts, in the event of a regular involuntary termination, the amount reflects two times current VCIP target, while in~~ the event of a CIC termination, the amount reflects three times the current VCIP target or three times the average of the prior two VCIP payouts, whichever is greater.
> Variable Cash Incentive Program—In the event of a regular involuntary termination or a CIC termination, the amount reflects the employee’s pro rata current VCIP target. Targets for VCIP are for a full year and are pro rata for the Named Executive Officers based on time spent in their respective positions.
> Restricted Stock and Restricted Stock Units—For the performance periods related to PSP, amounts for the January 2016—December 2018 period reflect actual payout units that were awarded in February 2019, except in the event of a CIC termination, the amounts reflect the higher of target or actual payout, as the award cannot be reduced following a change in control. Amounts for other ongoing PSP performance periods are shown at target, including any adjustments for promotion or demotion made since the target awards were granted. For awards under the Executive Restricted Stock Unit Program or made as off-cycle awards, amounts reflect actual units granted. For restricted stock and restricted stock units awarded under PSP and Executive Restricted Stock Unit Program or as off-cycle awards, amounts reflect the closing price of ConocoPhillips common stock on December 31, 2018, as reported on the NYSE ($62.35).
> Stock Options—For stock options where the December 31, 2018, ConocoPhillips common stock price was higher than the option exercise price, the amounts reflect the intrinsic value as if the options had been exercised on December 31, 2018, but only regarding the options the executive would have retained for the specific termination event. For options with an exercise price higher than the December 31, 2018, ConocoPhillips common stock price, the amounts reflect a zero intrinsic value regarding the options the executive would have retained for the specific termination event.
> Incremental Pension Values—The amounts reflect the single sum, discounted to a present value, of the increment due to an additional two years of age and service with associated pension compensation in the event of a regular involuntary termination (three years in the event of a CIC termination), regardless of whether the value is provided directly through a defined benefit plan or through the relevant severance plan.
> 280G Tax Gross-up—Each Named Executive Officer (other than Ms. Rose) is entitled, under the CICSP, to an associated “excise tax gross-up” to the extent any CIC payment triggers the golden parachute excise tax provisions under Section 4999 of the Internal Revenue Code (within certain limitations). While this provision does not apply to any employee who began participation in the plan following the spinoff, all of the Named Executive Officers (other than Ms. Rose) were participants in the plan at that time. It is assumed that a CIC event will not trigger acceleration of any Phillips 66 equity awards granted as part of the equity conversion upon the spinoff. The following material assumptions were used to estimate excise taxes and associated tax gross-ups:
> Options are valued using a Black-Scholes-Merton-based option methodology;
> PSP XIV awards are treated as earned awards that would be subject to time-vesting conditions only given the performance measurement period closed on December 31, 2018;
> Parachute payments for time-vested stock options, restricted stock and restricted stock units are valued using Treas. Reg. Section 1.280G-1 Q&A 24(b) or (c) as applicable; and
> Calculations assume certain performance-based pay such as PSP awards still in an ongoing performance period and pro rata VCIP payments are reasonable compensation for services rendered prior to the CIC based on the portion of the performance period that would have elapsed through December 31, 2018.
2019 Proxy Statement   97
Table of Contents
CEO Pay Ratio
ConocoPhillips’ compensation and benefits philosophy and the overall structure of our compensation and benefit programs are designed to reward all employees who contribute to our success. We strive to ensure the compensation of every employee reflects their talents, skills, responsibilities, and experience and is competitive within our peer group. Compensation and benefits are benchmarked and set to be market-competitive in the employees’ home payroll country. Under rules adopted pursuant to the Dodd-Frank Act, ConocoPhillips is required to calculate and disclose the total compensation paid to its median employee, as well as the ratio of total compensation paid to the median employee as compared to the total compensation paid to the CEO. The paragraphs that follow describe our methodology and the resulting CEO pay ratio.
The ratio of pay of the CEO compared to that of the median employee was approximately 143 to one in 2018. As permitted by the SEC rules, the median employee utilized for this pay ratio disclosure for 2018 is the same employee identified and used for the 2017 CEO pay ratio as there were no significant changes to the employee population, pay plans, or circumstances of the median employee that would reasonably result in a significant change to the CEO pay ratio. The annual total compensation of the CEO was $23,423,434. The estimated median of the annual total compensation of all ConocoPhillips employees other than the CEO, as represented by the annual total compensation of a median employee, was $163,817. The compensation of the CEO and the median employee were determined using the same rules we followed in preparing theSummary Compensation Tableonpage 79, except the compensation of the CEO and median employee were adjusted to include non-discriminatory health and welfare benefits totaling $17,164 and $14,874, respectively.
ConocoPhillips had approximately 11,671 employees worldwide as of the prior ~~two VCIP payouts.~~

•
~~Variable Cash Incentive Program~~—year’s determination date (October 1, 2017). To identify the “median employee,” we excluded employees from nine countries, representing in total approximately 2.2% of employees worldwide. After excluding such employees and the CEO, we determined the pay ratio using the remaining approximately 11,418 employees. The chart below shows the countries from which employees were excluded and the approximate number of employees from each such country.
Payroll Country Excluded Number of Employees Excluded
China 84
Malaysia 51
Singapore 34
Timor Leste 30
Qatar 24
Colombia 11
Libya 9
Japan 5
Angola 4
For the ~~VCIP amounts, in the event of~~remaining employees, we used a ~~regular involuntary termination or a CIC termination, the amount~~consistently applied compensation measure that management believes reasonably reflects the ~~employee's pro rata current VCIP target. Targets~~annual compensation of employees and includes elements of compensation distributed widely among employees. Those elements were base salary, overtime, annual incentive compensation (VCIP) at target, equity awards, and certain country-specific allowances. We used data as of October 1, 2017, to identify ConocoPhillips employees, and data as of December 31, 2017, to determine the consistently applied compensation measure for ~~VCIP are~~those employees. Data not denominated in U.S. dollars was converted to U.S. dollars using an average monthly conversion rate for ~~a full year~~each denomination during 2017. Data came from ConocoPhillips’ payroll records. We did not make any adjustments to the data to account for differences in cost of living in any of the countries in which we have employees.
The SEC rules for identifying the median employee and ~~are pro rata for~~calculating the ~~Named Executive Officers~~pay ratio based on ~~time spent in~~that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their ~~respective positions.~~

•
~~Long-Term Incentives~~~~—For~~compensation practices. Accordingly, the ~~performance periods related to PSP, amounts for the January 2013—December 2015 period are shown at the payout amount that was awarded in February 2016, while amounts for~~pay ratio reported by other ongoing performance periods are shown at target, including any adjustments for promotion or demotion made since the target awards were granted. For restricted stock and restricted stock units awarded under PSP, amounts reflect the closing price of ConocoPhillips common stock on the last trading day of 2015 (December 31, 2015), as reported on the NYSE, of $46.69. In the Change-in-Control column it is assumed that a CIC event willcompanies may not ~~trigger acceleration of any Phillips 66 equity awards that were awarded as part of the equity conversion upon the spinoff.~~

•
~~Stock Options~~—For stock options where the December 31, 2015, ConocoPhillips common stock price was higher than the option exercise price, the amounts reflect the intrinsic value as if the options had been exercised on December 31, 2015, but only regarding the options that the executive would have retained for the specific termination event. For options with respect to which the December 31, 2015, ConocoPhillips common stock price was lower than the option exercise price, the amounts reflect a zero intrinsic value regarding the options that the executive would have retained for the specific termination event.

•
~~Incremental Pension Values~~—For the incremental pension value, the amounts reflect the single sum value of the increment due to an additional two years of age and service with associated pension compensation in the event of a regular involuntary termination (three years in the event of a CIC termination), regardless of whether the value is provided directly through a defined benefit plan or through the relevant severance plan.

•
~~280G Tax Gross-up~~~~—Each Named Executive Officer is entitled, under the CICSP, to an associated "excise tax gross-up"~~be comparable to the extent any CIC payment triggers the golden parachute excise tax provisions under Section 4999 of the Internal Revenue Code (within certain limitations). While this provision does not apply to any employee who began participationpay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in the plan following the spinoff, all of the Named Executive Officers were participants in the plan at that time. The following material assumptions were used to estimate excise taxes and associated tax gross-ups:

•
~~Options are valued using a Black-Scholes-Merton-based option methodology;~~

•
~~PSP XI awards are treated as earned awards that would be subject to time-vesting conditions only given the performance measurement period closed on December 31, 2015;~~

•
~~Parachute payments for time-vested stock options, restricted stock and restricted stock units were valued using Treas. Reg. Section 1.280G-1 Q&A 24(b) or (c) as applicable; and~~

•
~~Calculations assume certain performance-based~~calculating their own pay such as PSP awards still in an ongoing performance period and pro rata VCIP payments are reasonable compensation for services rendered prior to the CIC based on the portion of the performance period that would have elapsed through December 31, 2015.ratios.
98
ConocoPhillips

76 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

Table of Contents
Stock Ownership
Holdings of Major Stockholders
The following table sets forth information regarding persons whom we know to be the beneficial owners of more than five percent of our issued and outstanding common stock (as of the date of such ~~stockholder's~~stockholders’ Schedule 13G ~~filing~~filings with the SEC):

Common Stock
Name and Address
Number of Shares
Percent of Class

BlackRock, Inc.(1)
77,345,189 6.3%
55 East 52nd Street

New York, NY 10055

The Vanguard Group(2)
76,535,426 6.19%
100 Vanguard Blvd.

Malvern, PA 19355

~~(1)~~
Common Stock
Name and Address Number of Shares Percent of Class
The Vanguard Group⁽¹⁾100 Vanguard Blvd.
Malvern, PA 19355       90,047,652       7.82 %
BlackRock, Inc.⁽²⁾55 East 52nd Street
New York, NY 10055 83,965,778 7.3 %
Capital World Investors⁽³⁾333 South Hope Street
Los Angeles, CA 90071 71,664,309 6.2 %
⁽¹⁾ Based on a Schedule 13G/A filed with the SEC on February 11, 2019, by The Vanguard Group, on behalf of itself, Vanguard Fiduciary Trust Company, and Vanguard Investments Australia, Ltd.
⁽²⁾ Based on a Schedule 13G/A filed with the SEC on February 11, 2019, by BlackRock Inc., on behalf of itself, BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, FutureAdvisor, Inc., BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Asset Management Deutschland AG, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock (Singapore) Limited, and BlackRock Fund Managers Ltd.
⁽³⁾ Based on a Schedule 13G filed with the SEC on February 14, 2019, by Capital World Investors.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires ConocoPhillips’ directors and executive officers, and persons who own more than 10 percent of a registered class of ConocoPhillips’ equity securities, to file reports of ownership and changes in ownership of ConocoPhillips common stock with the SEC ~~on February 10, 2016, by BlackRock Inc., on behalf~~and the NYSE, and to furnish ConocoPhillips with copies of itself, BlackRock Japan Co. Ltd., BlackRock Advisors (UK) Limited, BlackRock Asset Management Deutschland AG, BlackRock Institutional Trust Company, N.A., BlackRock Fund Advisors, BlackRock Asset Management Canada Limited, BlackRock Advisors, LLC, BlackRock Capital Management, BlackRock Financial Management, Inc., BlackRock Investment Management, LLC, BlackRock Investment Management (Australia) Limited, BlackRock (Luxembourg) S.A., BlackRock (Netherlands) B.V., BlackRock Fund Managers Ltd, BlackRock Asset Management Ireland Limited, BlackRock Asset Management North Asia Limited, BlackRock International Limited, BlackRock Investment Management (UK) Limited, BlackRock Life Limited, BlackRock (Singapore) Limited, iShares (DE) I InvAG mit Teilgesellschaftsvermoegen, BlackRock (Channel Islands) Ltd, BlackRock Asset Management Schweiz AGthe forms they file. To ConocoPhillips’ knowledge, based solely upon a review of the copies of such reports furnished to us and ~~Xulu, Inc.~~

~~(2)~~
~~Based~~written representations of our officers and directors, during the year ended December 31, 2018, all Section 16(a) reports applicable to our officers and directors were filed on a ~~Schedule 13G/A filed with the SEC on February 11, 2016, by The Vanguard Group, on behalf of itself, Vanguard Fiduciary Trust Company, and Vanguard Investments Australia, Ltd.~~timely basis.
2019 Proxy Statement
99

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 77

Table of Contents

Stock Ownership ~~continued~~
Securities Ownership of Officers and Directors
The following table sets forth the number of shares of our common stock beneficially owned as of February ~~15, 2016,~~20, 2019, unless otherwise noted, by each ConocoPhillips director, each Named Executive Officer, and by all of our current directors and executive officers as a group. Together these individuals beneficially own less than one percent of our common stock. The table also includes information about stock options, restricted stock, and restricted and deferred stock units credited to the accounts of our directors and executive officers under various compensation and benefit plans. For purposes of this table, shares are considered to be ~~"beneficially"~~“beneficially” owned if the person, directly or indirectly, has sole or shared voting or investment power with respect to such shares. In addition, a person is deemed to beneficially own shares if that person has the right to acquire such shares within 60 days of February ~~15, 2016.~~20, 2019.
Number of Shares or Units
Name       Total Common
Stock Beneficially
Owned       Restricted/
Deferred Stock
Units⁽¹⁾       Options
Exercisable
Within 60 Days⁽²⁾
C.E. Bunch 3,429 21,532 —
C.M. Devine — 7,083 —
J.V. Faraci — 27,069 —
J. Freeman — 25,060 —
G. Huey Evans — 25,296 —
J.A. Joerres — 4,252 —
W.H. McRaven — 3,320 —
S. Mulligan — 7,083 —
A.N. Murti 19,000 29,622 —
R.A. Niblock — 53,631 —
H.J. Norvik — 80,900 —
R.M. Lance 108,181 426,595 ⁽³⁾ 3,111,338
D.E. Wallette, Jr. 54,926 131,507 ⁽⁴⁾ 902,329
M.J. Fox 73,472 107,589 ⁽⁵⁾ 1,284,550
A.J. Hirshberg⁽⁶⁾ 91,664 137,121 ⁽⁷⁾ 1,313,872
J.L. Carrig⁽⁸⁾ 559,156 106,651 ⁽⁹⁾ 1,071,031
K.B. Rose — — —
Directors and Executive Officers as a Group (21 Persons)⁽¹⁰⁾ 310,319 1,033,655 6,138,069
⁽¹⁾ Includes restricted or deferred stock units that may be voted or sold only upon passage of time.
⁽²⁾ Includes beneficial ownership of shares of common stock that may be acquired within 60 days of February 20, 2019, through stock options awarded under compensation plans.
⁽³⁾ Includes 280,541 units that are expected to settle in cash. Does not include 406,824 target performance share units that are subject to performance adjustment and vesting to the extent that certain performance objectives are achieved. Does not include 64,714 units underlying the 2019 Executive Restricted Stock Unit grant that are subject to time vesting beyond 60 days from February 20, 2019.
⁽⁴⁾ Includes 94,275 units that are expected to settle in cash. Does not include 153,839 target performance share units that are subject to performance adjustment and vesting to the extent that certain performance objectives are achieved. Does not include 24,221 units underlying the 2019 Executive Restricted Stock Unit grant that are subject to time vesting beyond 60 days from February 20, 2019.
⁽⁵⁾ Includes 107,589 units that are expected to settle in cash. Does not include 192,544 target performance share units that are subject to performance adjustment and vesting to the extent that certain performance objectives are achieved. Does not include 28,090 units underlying the 2019 Executive Restricted Stock Unit grant that are subject to time vesting beyond 60 days from February 20, 2019.
⁽⁶⁾ Reflects ownership information as of January 1, 2019, which is the date Mr. Hirshberg was no longer an executive officer of ConocoPhillips. Mr. Hirshberg’s target performance share units were subject to proration and/or forfeiture upon termination of employment based on months of participation in the performance period.
⁽⁷⁾ Includes 137,121 units that are expected to settle in cash. Does not include 222,532 target performance share units that are subject to performance adjustment and vesting to the extent that certain performance objectives are achieved.
⁽⁸⁾ Reflects ownership information as of September 4, 2018, which is the date Ms. Carrig was no longer an executive officer of ConocoPhillips. Ms. Carrig’s ownership information includes 511,739 shares of common stock and 430,390 stock options held by John A. Carrig on September 4, 2018. Ms. Carrig is Mr. Carrig’s spouse and, as such, may be deemed to be a beneficial owner of his shares. Ms. Carrig has disclaimed beneficial ownership of Mr. Carrig’s shares to the extent she does not have a pecuniary interest in such shares.
⁽⁹⁾ Includes 72,409 units that are expected to settle in cash. Does not include 109,397 target performance share units that are subject to performance adjustment and vesting to the extent that certain performance objectives are achieved. Ms. Carrig’s target performance share units were subject to proration and/or forfeiture upon termination of employment based on months of participation in the performance period.
⁽¹⁰⁾ Excludes shares owned by Mr. Hirshberg and Ms. Carrig, who were no longer executive officers of the Company on February 20, 2019.
100     ConocoPhillips

Number of Shares or Units
Name
Total Common Stock
Beneficially Owned Restricted/Deferred
Stock Units
(1) Options Exerciseable
Within 60 Days
(2)
Richard L. Armitage
505 33,605 –
Richard H. Auchinleck
6,422 100,167 –
Charles E. Bunch
1,200 9,283 –
James E. Copeland, Jr.
21,842 52,714 –
John V. Faraci
– 9,283 –
Jody Freeman
– 16,120 –
Gay Huey Evans
– 12,812 –
Arjun N. Murti
5,000 11,665 –
Robert A. Niblock
– 31,507 –
Harald J. Norvik
– 57,081 –
Ryan M. Lance
76,380 830,455 1,599,550
Jeffrey W. Sheets
54,940 308,527 583,520
Matthew J. Fox
44,100 318,138 458,317
Alan J. Hirshberg
52,821 296,104 582,938
Donald E. Wallette, Jr.
33,216 232,009 462,961
Director Nominees and Executive Officers as a Group (20 Persons)(3)
828,758 2,765,152 5,349,373
~~(1)~~
~~Includes restricted or deferred stock units that may be voted or sold only upon passage of time.~~

~~(2)~~
~~Includes beneficial ownership of shares of common stock which may be acquired within 60 days of February 15, 2016, through stock options awarded under compensation plans.~~

~~(3)~~
Includes 488,778 shares of common stock, 38,016 restricted stock units (restrictions lapsed on March 1, 2016) and 784,061 stock options held by John A. Carrig. Janet Langford Carrig, Senior Vice President, Legal, General Counsel and Corporate Secretary, is Mr. Carrig's spouse and as such may be deemed to be a beneficial owner of his shares. Ms. Carrig has disclaimed beneficial ownership of Mr. Carrig's shares to the extent she does not have a pecuniary interest in such shares.
~~Section 16(a) Beneficial Ownership Reporting Compliance~~
Section 16(a) of the Securities Exchange Act of 1934 requires ConocoPhillips' directors and executive officers, and persons who own more than 10% of a registered class of ConocoPhillips' equity securities, to file reports of ownership and changes in ownership of ConocoPhillips common stock with the SEC and the NYSE, and to furnish ConocoPhillips with copies of the forms they file. To ConocoPhillips' knowledge, based solely upon a review of the copies of such reports furnished to it and written representations of its officers and directors, during the year ended December 31, 2015, all Section 16(a) reports applicable to its officers and directors were filed on a timely basis.

78 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

Table of Contents

Equity Compensation Plan Information
The following table sets forth information about ~~ConocoPhillips'~~ConocoPhillips’ common stock that may be issued under all existing equity compensation plans as of December 31, ~~2015:~~2018:

Plan category
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights

(2) Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights Number of Securities
Remaining Available
for Future Issuance
Equity compensation plans approved by security holders(1)
37,099,130 (3) $ 55.90 31,776,557 (4)
Equity compensation plans not approved by security holders
– – –
Total
37,099,130 $ 55.90 31,776,557
~~(1)~~
Plan category Number of Securities
to be Issued Upon
Exercise of Outstanding
Options, Warrants and
Rights⁽²⁾ Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights Number of Securities
Remaining Available
for Future Issuance
Equity compensation plans approved by
security holders⁽¹⁾       34,038,250 ⁽³⁾       $52.88       20,725,495 ⁽⁴⁾
Equity compensation plans not approved by
security holders — — —
Total 34,038,250 $52.88 20,725,495
⁽¹⁾ Includes awards issued from the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, which was approved by stockholders on May 13, 2014, the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, which was approved by stockholders on May 11, 2011, the 2009 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, which was approved by stockholders on May 13, 2009, and the 2004 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, which was approved by stockholders on May 5, 2004. After approval of the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, no additional awards may be granted under the 2011, the 2009 or the 2004 Omnibus Stock and Performance Incentive Plans of ConocoPhillips.

~~(2)~~
Excludes (a) options to purchase 12,719 shares of ConocoPhillips common stock at a weighted average price of $48.03, (b) 617,053 restricted stock units, and (c) 7,229 shares underlying stock units, payable in common stock on a one-for-one basis, credited to stock unit accounts under our deferred compensation arrangements. These awards, which were excluded from the above table, were issued from the 1998 Stock and Performance Incentive Plan of ConocoPhillips, the 1998 Key Employee Stock Performance Plan of ConocoPhillips, the 2002 Omnibus Securities Plan of Phillips Petroleum Company, the Omnibus Securities Plan of Phillips Petroleum Company, the 1993 Burlington Resources Inc. Stock Incentive Plan, the Burlington Resources Inc. 1997 Employee Stock Incentive Plan, the Burlington Resources Inc. 2002 Stock Incentive Plan, and the Burlington Resources Inc. 2000 Stock Option Plan for Non-Employee Directors. Upon consummation of the merger of Conoco and Phillips, all outstanding options to purchase and restricted stock units payable in common stock of Conoco and Phillips were converted into options to purchase or rights to receive shares of ConocoPhillips common stock. Likewise, upon the acquisition of Burlington Resources, Inc., all outstanding options to purchase and restricted stock units payable in common stock of Burlington Resources, Inc. were converted into options or rights to receive shares of ConocoPhillips common stock. No additional awards may be granted under the aforementioned plans.

~~(3)~~
Includes an aggregate of 368,018 restricted stock units issued in payment of annual awards and dividend equivalents which were reinvested with regard to existing awards received annually and restricted stock units issued in payment of dividend equivalents with regard to fees that were deferred in the form of stock units under our deferred compensation arrangements for non-employee members of the Board of Directors of ConocoPhillips, or assumed in connection with the merger for services performed as a non-employee member of the Board of Directors for either Conoco Inc. or Phillips Petroleum Company. Also includes 263,681 restricted stock units issued in payment of dividend equivalents reinvested with respect to certain special awards made to a retired Named Executive Officer. Dividend equivalents were credited under the 2004 Omnibus Stock and Performance Incentive Plan during the time period from May 5, 2004, to May 12, 2009, under the 2009 Plan during the time period from May 13, 2009, to May 10, 2011, under the 2011 Omnibus Stock and Performance Incentive Plan during the time period from May 11, 2011, to May 12, 2014, and thereafter under the 2014 Omnibus Stock and Performance Incentive Plan. Also includes 105,521 restricted stock units issued in payment of a long-term incentive award for a retired Named Executive Officer and off cycle awards for executives. In addition, 5,004,475 restricted stock units that are eligible for cash dividend equivalents were issued to U.S. and U.K. payrolled employees residing in the United States or the United Kingdom at the time of the grant; 3,498,993 restricted stock units that are not eligible for cash dividend equivalents due to legal restrictions were issued to non-U.S. or non-U.K. payrolled employees and U.S. or U.K. payrolled employees residing in countries other than the United States or United Kingdom at the time of the grant. Both awards vest over a period of five years, the restrictions lapsing in three equal annual installments beginning on the third anniversary of the grant date. Such awards granted on or after January 1, 2012, vest on the third anniversary of the grant date. In addition, 5,810 restricted stock units that are not eligible for cash dividend equivalents were issued as retention bonuses; the awards vest over a period of two to three years, the restrictions lapsing in two or three equal annual installments beginning on the first anniversary of the grant dates. Also includes, 563,366 restricted stock units that are not eligible for cash dividend equivalents and which vest in three equal annual installments beginning on the first anniversary of the grant date were issued to employees on the U.S., U.K. and other payrolls. Also includes 610,664 restricted stock units issued to executives on February 10, 2006, 501,383 restricted stock units issued to executives on February 8, 2007, 508,137 restricted stock units issued to executives on February 14, 2008, 257,243 restricted stock units issued to executives on February 12, 2009, 134,777 restricted stock units issued to executives on February 12, 2010, and 323,133 restricted stock units issued to executives on February 10, 2011. These restricted stock units have no voting rights, are eligible for cash dividend equivalents, and have restrictions on transferability that last until separation of service from the company. Also includes 806,829 and 1,025,547 restricted stock units issued to executives on February 9, 2012, and April 4, 2012, respectively. These units have no voting rights, are eligible for dividend equivalents, and have restrictions on transferability with a default of five years from the grant date, or if elected, until separation from service. Also includes 120,678 restricted stock units issued to executives on February 5, 2013, and 550,015 restricted stock units issued to executives on February 18, 2014. These units have no voting rights, are eligible for dividend equivalents, have restrictions on transferability with a default of five years from the grant date, or if elected, until separation of service, and may be settled in cash. Also includes 1,092,129 restricted stock units issued to executives on February 18, 2014. These units have no voting rights, are eligible for dividend equivalents, have restrictions on transferability with a default of six years from the grant date, or if elected, until separation of service, and may be settled in cash. Also includes 685,372 restricted stock units issued to executives on February 18, 2014. These units have no voting rights, are not eligible for cash dividend equivalents while in the performance period, have restrictions on transferability with a default of two years from the grant date, or if elected, until separation of service and may be settled in cash. Also includes 560,257 restricted stock units issued to executives on February 18, 2014. These units have no voting rights, are not eligible for cash dividend equivalents while in the performance period, have restrictions on transferability with a default of three years from the grant date, or if elected, until separation of service and may be settled in cash. Also includes 543,434 restricted stock units issued to executives on February 17, 2015. These units have no voting rights, are not eligible for cash dividend equivalents while in the performance period, have restrictions on transferability with a default of three years from the grant date, or if elected, until separation of service and may be settled in cash. Further included are 20,083,454 non-qualified and 55,109 incentive stock options with a term of 10 years and become exercisable in three equal annual installments beginning on the first anniversary of the grant date. Included among these amounts are awards granted to employees who are no longer employed by ConocoPhillips, including those who became employees of Phillips 66 at the spinoff, but who continue to hold awards denominated in ConocoPhillips equity.

~~(4)~~
The securities remaining available for issuance may be issued in the form of stock options, stock appreciation rights, stock awards, stock units, and performance shares. Under the 2014 Omnibus Stock and Performance Incentive Plan, no more than 40,000,000 shares of common stock may be issued for incentive stock options (99,329 have been issued with 31,776,557 available for future issuance). Securities remaining available for future issuance take into account outstanding equity awards made under the 2014 Omnibus Stock and Performance Incentive Plan, the 2011 Omnibus Stock and Performance Incentive Plan, the 2009 Omnibus Stock and Performance Incentive Plan, the 2004 Omnibus Stock and Performance Incentive Plan, and prior plans of predecessor companies as set forth in note 2.

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~⁽²⁾ Excludes 498,331 restricted stock units payable in common stock on a one-for-one basis, credited to stock unit accounts under our deferred compensation arrangements. These awards, which were excluded from the above table, were issued from the 1998 Stock and Performance Incentive Plan of ConocoPhillips, the 1998 Key Employee Stock Performance Plan of ConocoPhillips, the 2002 Omnibus Securities Plan of Phillips Petroleum Company, the Omnibus Securities Plan of Phillips Petroleum Company, the 1993 Burlington Resources Inc. Stock Incentive Plan, the Burlington Resources Inc. 1997 Employee Stock Incentive Plan, the Burlington Resources Inc. 2002 Stock Incentive Plan, and the Burlington Resources Inc. 2000 Stock Option Plan for Non-Employee Directors. Upon consummation of the merger of Conoco and Phillips, all outstanding options to purchase and restricted stock units payable in common stock of Conoco and Phillips were converted into options to purchase or rights to receive shares of ConocoPhillips common stock. Likewise, upon the acquisition of Burlington Resources, Inc., all outstanding options to purchase and restricted stock units payable in common stock of Burlington Resources, Inc. were converted into options or rights to receive shares of ConocoPhillips common stock. No additional awards may be granted under the aforementioned plans.
⁽³⁾ 79Includes an aggregate of 323,989 restricted stock units issued in payment of annual awards and dividend equivalents which were reinvested with regard to existing awards received annually and restricted stock units issued in payment of dividend equivalents with regard to fees that were deferred in the form of stock units under our deferred compensation arrangements for non-employee members of the Board of Directors of ConocoPhillips, or assumed in connection with the merger for services performed as a non-employee member of the Board of Directors for either Conoco Inc. or Phillips Petroleum Company. Also includes 284,996 restricted stock units issued in payment of dividend equivalents reinvested with respect to certain special awards made to a retired Named Executive Officer. Dividend equivalents were credited under the 2004 Omnibus Stock and Performance Incentive Plan during the time period from May 5, 2004, to May 12, 2009, under the 2009 Plan during the time period from May 13, 2009, to May 10, 2011, under the 2011 Omnibus Stock and Performance Incentive Plan during the time period from May 11, 2011, to May 12, 2014, and thereafter under the 2014 Omnibus Stock and Performance Incentive Plan. Also includes 3,915 restricted stock units, eligible for cash dividend equivalents, that were issued as a special award in lieu of a bonus as a make-up award in conjunction with the hiring of an executive; the restrictions lapse on the third anniversary of the grant date. In addition, 5,335,249 restricted stock units that are eligible for cash dividend equivalents were issued to U.S. and U.K. payroll employees residing in the United States or the United Kingdom at the time of the grant; 2,175,779 restricted stock units that are not eligible for cash dividend equivalents due to legal restrictions to non-U.S. or non-U.K. payroll employees and U.S. or U.K. payroll employees residing in countries other than the United States or United Kingdom at the time of the grant. Both awards vest on the third anniversary of the grant date. In addition, 10,324 restricted stock units that are eligible for cash dividend equivalents were issued, in lieu of a bonus, as a retention award; the restrictions lapse on the second anniversary of the grant date. Also includes, 21,706 restricted stock units that are not eligible for cash dividend equivalents and which vest in three equal annual installments beginning on the first anniversary of the grant date were issued to employees on the U.S., U.K., and other payrolls. Also includes 455,521 restricted stock units issued to executives on February 10, 2006, 360,107 restricted stock units issued to executives on February 8, 2007, 361,806 restricted stock units issued to executives on February 14, 2008, 181,200 restricted stock units issued to executives on February 12, 2009, 91,079 restricted stock units issued to executives on February 12, 2010, and 223,430 restricted stock units issued to executives on February 10, 2011. These restricted stock units have no voting rights, are eligible for cash dividend equivalents, and have restrictions on transferability that last until separation of service from the company. Also includes 267,447 and 394,952 restricted stock units issued to executives on February 9, 2012, and April 4, 2012, respectively. These units have no voting rights, are eligible for dividend equivalents, and have restrictions on transferability with a default of five years from the grant date, or if elected, until separation from service. Also includes 42,801 restricted stock units issued to executives on February 5, 2013, and 431,571 restricted stock units issued to executives on February 18, 2014. These units have no voting rights, are eligible for dividend equivalents, have restrictions on transferability with a default of five years from the grant date, or if elected, until separation of service, and may be settled in cash. Also includes 667,784 restricted stock units issued to executives on February 17, 2015. These units have no voting rights, are eligible for dividend equivalents, have restrictions on transferability with a default of five years from the grant date, or if elected, until separation of service, and may be settled in cash. Also includes 1,118,618 restricted stock units issued to executives on February 16, 2016.
2019 Proxy Statement   101

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Equity Compensation Plan Information

~~Item 4~~
These units have no voting rights, are not eligible for cash dividend equivalents while in the performance period, have restrictions on transferability with a default of three years from the grant date, or if elected, until separation of service and may be settled in cash. Also includes 798,902 restricted stock units issued to executives on February 14, 2017. These units have no voting rights, are not eligible for cash dividend equivalents while in the performance period, have restrictions on transferability with a default of three years from the grant date, or if elected, until separation of service and may be settled in cash. Also includes 1,118,547 restricted stock units issued to executives on February 13, 2018 under the Performance Share Program and Executive Restricted Stock Unit Program. These units have no voting rights, are eligible for dividend equivalents units, have restrictions on transferability during the three-year performance or restriction period, or if elected, until separation of service and may be settled in cash. Further included are 19,379,677 non-qualified stock options with a term of 10 years, which become exercisable in three equal annual installments beginning on the ~~Proxy Card~~first anniversary of the grant date. Included among these amounts are awards granted to employees who are no longer employed by ConocoPhillips, including those who became employees of Phillips 66 at the spinoff, but who continue to hold awards denominated in ConocoPhillips equity.
⁽⁴⁾ The securities remaining available for issuance may be issued in the form of stock options, stock appreciation rights, stock awards, stock units, and performance shares. Under the 2014 Omnibus Stock and Performance Incentive Plan, no more than 40,000,000 shares of common stock may be issued for incentive stock options (99,329 have been issued with 20,725,495 available for future issuance). Securities remaining available for future issuance take into account outstanding equity awards made under the 2014 Omnibus Stock and Performance Incentive Plan, the 2011 Omnibus Stock and Performance Incentive Plan, the 2009 Omnibus Stock and Performance Incentive Plan, the 2004 Omnibus Stock and Performance Incentive Plan, and prior plans of predecessor companies as set forth in note 2.
102      ~~Stockholder Proposal: Report on Lobbying Expenditures~~
ConocoPhillips
~~What is the Proposal?~~
~~ConocoPhillips Lobbying Disclosure~~
~~WHEREAS~~, we believe in full disclosure of our company's direct and indirect lobbying activities and expenditures to assess whether our lobbying is consistent with ConocoPhillips expressed goals and in the best interests of shareholders.
~~RESOLVED, shareholders request the Board prepare a report, updated annually disclosing:~~
1.
~~Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.~~

2.
~~Payments by ConocoPhillips used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.~~

3.
~~Description of the decision making process and oversight by management and the Board for making payments described in section 2 above.~~
For purposes of this proposal, a "grassroots lobbying communication" is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. "Indirect lobbying" is lobbying engaged in by a trade association or other organization of which ConocoPhillips is a member.
~~Both "direct and indirect lobbying" and "grassroots lobbying communications" include lobbying at the local, state and federal levels.~~
~~The report shall be presented to the Audit Committee or other relevant oversight committees of the Board and posted on the company's website.~~
~~Supporting Statement~~
We encourage transparency and accountability in the use of staff time and corporate funds to influence legislation and regulation both directly and indirectly. The lobbying by oil and gas companies on climate policy is increasingly under scrutiny globally.
~~This resolution received 27% voting support in 2015.~~
We appreciate the update on the company website and in its proxy on both political spending and lobbying including expanded management oversight. However, the responses focused heavily on political spending which is not the subject of this resolution. And the website disclosure is incomplete, omitting lobbying priorities and specific contributions to trade associations and the percent used for lobbying.
~~ConocoPhillips is on the Board of the United States Chamber of Commerce which is noted as "by far the most muscular business lobby group in Washington" ("Chamber of Secrets,"~~~~Economist~~~~, April 21, 2012). Since 1998 the Chamber has spent over $1 billion on lobbying. Yet ConocoPhillips does not disclose its Chamber payments nor the portions used for lobbying.~~
~~This is an integrity problem for ConocoPhillips since the Chamber actively opposes many environmental regulations and actively campaigns against the new EPA Clean Power Plan.~~
~~We urge ConocoPhillips to evaluate if their public policy advocacy and lobbying is consistent with positive climate solutions or if their funds are used to oppose climate legislation or regulation.~~
~~ConocoPhillips spent approximately over $32 million between 2011 & 2014 on direct federal lobbying activities, according to~~~~Senate Records~~~~. These figures may not include grassroots lobbying to directly influence legislation by mobilizing public support or opposition nor lobbying expenditures in states that do not require disclosure.~~

80 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

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~~What does the Board recommend?~~
~~THE BOARD RECOMMENDS YOU VOTE "AGAINST" THIS PROPOSAL FOR THE FOLLOWING REASONS:~~
ConocoPhillips complies with all lobbying disclosure requirements under federal, state and local laws and regulations. We continually provide our stockholders with useful information about our political and lobbying activities. For example, a description of the Company's Political Policies, Procedures and Giving, which includes our policies on lobbying and grassroots related activities, is posted on our website at~~www.conocophillips.com, along with itemized political contributions to candidates and to other political entities, which are updated every six months.~~
The Board believes it has a responsibility to stockholders and employees to be engaged in the political process, in order to protect and promote their shared interests. The Board believes that such engagement further upholds ConocoPhillips' support of political free speech by individuals, companies and organizations, including trade associations, that hold positions with which we agree or may sometimes disagree. The Board believes it is in the best interest of stockholders to support the legislative process by making prudent corporate political contributions to political organizations when such contributions are consistent with business objectives and are permitted by federal, state and local laws. The Board also believes in making the Company's political contributions transparent to interested parties, as evidenced by our regular disclosures of this information on the ConocoPhillips website. According to the Center for Political Accountability's 2015 CPA-Zicklin Index of Corporate Political Disclosure and Accountability, which rates corporate political transparency, ConocoPhillips' political spending policies and procedures rank in the first tier among the companies in the S&P 500 index.
The Company further complies with the federal reporting of lobbying activities, which are filed quarterly with the Office of the Clerk, and are viewable on the website of the U.S. House of Representatives at~~http://lobbyingdisclosure.house.gov/~~ ~~and the U.S. Senate website at~~~~http://www.senate.gov/legislative/Public_Disclosure/LDA_reports.htm~~~~. All state lobbying disclosure requirements—which vary by jurisdiction—are met, with some states publishing those reports on their respective websites.~~
~~Several components of the special report requested within this proposal are already provided in our public disclosures,~~
including payments for direct lobbying and our policies, procedures, management oversight and decision making related to lobbying activities. ConocoPhillips has adopted and published our Political Policies, Procedures and Giving information on our website regarding political contributions to candidates and other political entities, as well as lobbying and grassroots activities. The Company also files publicly available disclosure reports with the U.S. House of Representatives, the U.S. Senate, the Federal Election Commission, and the ethics/campaign finance agencies operated by the states where we lobby and/or make corporate contributions to candidates.
With respect to trade association contributions, the Company's primary purpose in joining groups such as the National Association of Manufacturers, the U.S. Chamber of Commerce, and the American Petroleum Institute is not for political purposes, nor does the Company agree with all positions taken by trade and industry associations on issues. In fact, ConocoPhillips publicly acknowledges that we do take contrary positions from time to time. The greater benefits we receive from trade and industry association memberships are the general business, technical and industry standard-setting expertise that these organizations provide. Membership also provides us with a voice in support of our own corporate objectives, including climate change, when policy priorities are established. A list of the organizations to which ConocoPhillips has contributed $50,000 or more in dues annually is also available on our public website, in addition to a discussion of our objectives for engagement with such organizations. Furthermore, as with prior reporting periods, ConocoPhillips again stipulated that none of our trade association dues be applied to independent expenditures focused on the election or defeat of any federal candidates for the period January 1, 2015—December 31, 2015.
The Board is confident that the Company's political and lobbying activities are aligned with its long-term interests and does not believe that a special report beyond our current voluntary and mandatory lobbying disclosures is either necessary or an efficient use of Company resources. Therefore, the adoption of this resolution is unnecessary and the Board recommends you vote AGAINST this proposal.

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 81

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~~Item 5 on the Proxy Card~~
~~Stockholder Proposal: Partial Deferral of Annual Bonus Based on Reserves Metrics~~
~~What is the Proposal?~~
~~Partial Deferral of Annual Bonus Based on Reserves Metrics~~
RESOLVED that stockholders of ConocoPhillips urge the Board of Directors to take the necessary steps (excluding any steps that must be taken by stockholders) to change the application of the Variable Cash Incentive Program ("VCIP"), or any successor annual incentive program, to senior executives, as follows:
1.
An award under the VCIP (a "Bonus") that is based on a metric derived from any measure of ConocoPhillips' reserves (a "Reserve Metric") shall not be paid in full for a period of five years ("Deferral Period"); and

2.
The Human Resources and Compensation Committee (the "Committee") shall develop a methodology for (a) determining what proportion of a Bonus should be paid immediately, taking into account the proportion of the Bonus based on the Reserve Metric; (b) adjusting the remainder of the Bonus over the Deferral Period, to reflect performance on the Reserve Metric(s) during the Deferral Period, including whether ConocoPhillips wrote down the value of reserves underlying the Reserve Metric(s); and (c) paying out the remainder of the Bonus during and at the end of the Deferral Period.
The changes should not violate any existing contractual obligation of ConocoPhillips or the terms of any compensation or benefit plan currently in effect and should not have the effect of reducing amounts already awarded or earned.
~~Supporting Statement~~
~~As long-term stockholders, we are concerned that short-term incentive plans can encourage senior executives to manage for the~~
~~short term. For the past several years, payments to named executive officers under the VCIP have been based in part upon reserve replacement ratio.~~
We are concerned that the use of Reserve Metrics in short-term incentive programs may encourage the acquisition of reserves that are so costly to produce that projects may be cancelled and the value of assets written down if oil prices stay depressed. We believe that lower demand caused by measures to limit climate change may lead to lower oil prices over the medium and longer term.
Lower oil prices can impair the value of reserves that are costly to access, such as shale and oil sands. A 2015 Wood MacKenzie report estimated that $1.5 trillion of uncommitted spend on new conventional and North American unconventional oil is uneconomic at $50 per barrel. ("Upstream Cost Cuts Must Go Deeper to Save Projects," Sept. 21, 2015) In the 3rd quarter of 2015, ConocoPhillips reported a realized price of only $32.91 per barrel of oil equivalent, down substantially from $64.78 in the 3rd quarter of 2014. (~~http://www.sec.gov/Archives/edgar/data/1163165/~~
~~000115752315003543/a51211040_ex991.htm) The company has cut 2015 capex spending several times.~~
This proposal urges a longer-term orientation with respect to reserves. The proposal asks that the Committee develop a system for holding back some portion of each Bonus based on Reserve Metric(s) for five years and adjusting the unpaid portion to account for reserve performance during that period. The Committee would have discretion to set the terms and mechanics of this process.
~~We urge stockholders to vote FOR this proposal.~~
~~What does the Board recommend?~~
~~THE BOARD RECOMMENDS YOU VOTE "AGAINST" THIS PROPOSAL FOR THE FOLLOWING REASONS:~~
Our compensation programs are designed to reward executives for performance and to align compensation with the long-term interests of our stockholders. As a result, our short- and long-term incentive programs closely tie pay to performance. In our annual incentive program (VCIP), 50% of the award is based on corporate performance and the remaining half on award unit performance. The Human Resources and Compensation Committee (the "Committee") believes the following five categories of performance metrics, each equally
weighted at 10% to form the corporate performance component of VCIP, have appropriately assessed the corporate performance of the Company relative to its strategy as an independent E&P company: (1) Health, Safety and Environmental; (2) Operational; (3) Financial; (4) Strategic Plan and (5) Total Shareholder Return. These metrics are the primary vehicle for recognizing Company performance and aligning the interests of employees and executives in achieving the Company's strategic objectives.

82 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

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Within the Operational segment above, the Committee has established the following measures to judge the performance of the company—absolute targets for Production and Growth, Capital Expenditures, Operating & Overhead Costs, Direct Operating Efficiency (a measure of operational up-time), Reserve Replacement Ratio, and milestones for Exploration, Projects, and Drilling Programs. We utilize multiple measures of operational performance to ensure that no single aspect of operational performance is driven in isolation. The Committee believes that the use of Reserve Replacement Ratio as a metric is important to the Company's long-term growth strategy and is consistent with the Company's focus as an independent E&P company. To maintain or grow our production volumes, we must continue to add to our proved reserve base.
The recording and reporting of proved reserves are governed by criteria established by regulations of the SEC and FASB. Data used in calculating proved reserves estimates includes pertinent seismic information, geologic maps, well logs, production tests, material balance calculations, reservoir simulation models, well performance data, operating procedures and relevant economic criteria. We have a company-wide, comprehensive, SEC-compliant internal policy that governs the determination and reporting of proved reserves. As part of our internal control process, each business unit's reserve processes and controls are reviewed annually by an internal team which is headed by the Company's Manager of Reserves Compliance and Reporting. This team, composed of internal reservoir engineers, geologists, finance personnel and a senior representative from DeGolyer and MacNaughton (a third-party petroleum engineering consulting firm), reviews the business units' reserves for adherence to SEC guidelines and company policy and ensures reserves are calculated using consistent and appropriate standards and procedures. This team is independent of business unit line management and is responsible for reporting its findings to senior management.
The Committee is provided, and considers in its payout decisions, explanatory information on annual reserve changes that are based on the Company's internal policies and applicable regulations that govern the determination of proved reserves. Proved reserves are responsive to changes in both short-term economic conditions and longer-term planned resource commitments. Consistent with the Company's compensation philosophy which normalizes results for commodity price impacts, the Company does not believe rewarding or penalizing executives for the reserves impacts of increased or
decreased commodity prices is appropriate. To delay the final consideration of proved reserves for a period of five years as required under this proposal would not only conflict with the calculation of proved reserves under financial reporting guidelines applicable to the Company, but would be in direct conflict with the Company's philosophy to align executive compensation with the annual performance of the Company relative to its strategy. Further, the Company's current use of Reserve Replacement Ratio as a metric is consistent with market practice and well understood by industry analysts. As a result, the Committee believes that the SEC- and FASB-compliant calculation methodology for calculating the Reserve Replacement Ratio is appropriate to measure performance against this important metric. The Committee does not believe that adopting a policy to delay a portion of the annual incentive program for a period of five years, and adjusting such portion to reflect performance on reserves metrics during that time, would appropriately reward executives for performance.
The Committee also believes that Reserve Replacement Ratio is an important measure of the Company's operational success and should apply to all employees in the same manner in order to preserve the historical integrity of the Company's incentive plans. This proposal is limited to senior executive officers, which would require the Company to maintain separate compensation processes and procedures for non-executive employees, fundamentally altering its compensation principles.
Additionally, ConocoPhillips actively engages with its stockholders. During the past year, the Company engaged in dialogue with a significant number of large stockholders to better understand stockholder views regarding the Company's compensation programs and has received positive feedback. Through this process, the Company learned that these stockholders believe executive compensation has historically been well aligned with the Company's long-term strategy and feel that compensation program design decisions are best left to the Committee.
The Committee is confident that the Company's incentive programs are appropriate and well aligned with our long-term strategy. The Board does not believe a policy requiring the Company defer a portion of the VCIP award based on a metric derived from any measure of the Company's reserves as described in this proposal is either necessary or in the best interests of the Company. Therefore, the Board recommends that you vote AGAINST this proposal.

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 83

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Submission of Future Stockholder Proposals and Nominations
Rule ~~14a-8~~14A-8 Stockholder Proposals
Under SEC rules, if ~~a stockholder wants~~you want us to include a proposal in our proxy statement ~~and form of proxy~~ for the ~~2017~~2020 Annual Meeting of Stockholders, our Corporate Secretary must receive the proposal ~~at our principal executive offices~~ by ~~November 28, 2016.~~December 3, 2019. Any such proposal should comply with the requirements of Rule 14a-8 promulgated under the Securities Exchange Act.
Proxy Access Nominations
Under our ~~new~~ proxy access By-Law, a stockholder or a group of up to 20twenty stockholders, owning at least 3%three percent of our stock continuously for at least 3three years and complying with the other requirements set forth in the By-Laws, may nominate up to two ~~persons, or 20%~~individuals (or 20 percent of the Board, ~~whichever is greater,~~if greater) for election as a director at an annual meeting and have those ~~persons~~nominees included in our proxy statement. ~~The~~Any proxy access nomination notice for our 2020 proxy statement must be delivered to the Corporate Secretary between November 3, 2019, and December 3, 2019.
Other Proposals/Nominations Under the Advance Notice By-Law
Under our By-Laws and as SEC rules permit, stockholders must follow certain procedures to nominate a person for election as a director (other than proxy access nominations) at an annual or special meeting or to introduce an item of business at an annual meeting.
These procedures require proposing stockholders to submit the proposed nominee or item of business by delivering a notice to the Corporate Secretary. Assuming our 2019 Annual Meeting convenes as currently scheduled, we must receive notices for the 2020 Annual Meeting between January 15, 2020 and February 14, 2020.
How to Reach our Corporate Secretary
Any notice or request that you wish to deliver to our Corporate Secretary should be sent to the following address: Corporate Secretary, ConocoPhillips, P.O. Box 4783, Houston, TX 77210-4783. ~~We must receive the notice no earlier than October 29, 2016 and no later than November 28, 2016.~~
As required by Article II of our By-Laws, a notice of a proposed nomination must include information about the ~~stockholder~~nominating stockholder(s) and the nominee, as well as a written consent of the proposed nominee to serve if elected. A notice of a proposed item of business must include a description of and the reasons for bringing the proposed business to the meeting, any material interest of the stockholder in the business, and certain other information about the stockholder. You can obtain a copy of ~~ConocoPhillips'~~ConocoPhillips’ By-Laws by writing the Corporate Secretary ~~at the address above,~~ or ~~via~~on our website atunder~~www.conocophillips.com~~ ~~under our "~~~~Governance~~~~" caption.~~“Investors > Corporate Governance.”
~~Other Proposals/Nominations under the Advance Notice By-Law~~2019 Proxy Statement   103
Under our By-Laws, and as SEC rules permit, stockholders must follow certain procedures to nominate a person for election as a director (other than proxy access nominations) at an annual or special meeting, or to introduce an item of business at an annual meeting.
Under these procedures, stockholders must submit the proposed nominee or item of business by delivering a notice to the Corporate Secretary at the following address: Corporate Secretary, ConocoPhillips, P.O. Box 4783, Houston, TX 77210-4783. We must receive notice as follows:
•
We must receive notice of a stockholder's intention to introduce a nomination or proposed item of business for an annual meeting not less than 90 days nor more than 120 days before the first anniversary of the prior year's meeting. Assuming that our 2016 Annual Meeting is held on schedule, we must receive notice pertaining to the 2017 Annual Meeting no earlier than January 10, 2017 and no later than February 9, 2017.

•
However, if we hold the annual meeting on a date that is not within 30 days before or after such anniversary date, and if our first public announcement of the date of such annual meeting is less than 100 days prior to the date of such meeting, we must receive the notice no later than 10 days after the public announcement of such meeting.

•
If we hold a special meeting to elect directors, we must receive a stockholder's notice of intention to introduce a nomination no later than 10 days after the earlier of the date we first provide notice of the meeting to stockholders or announce it publicly.
As required by Article II of our By-Laws, a notice of a proposed nomination must include information about the stockholder and the nominee, as well as a written consent of the proposed nominee to serve if elected. A notice of a proposed item of business must include a description of and the reasons for bringing the proposed business to the meeting, any material interest of the stockholder in the business and certain other information about the stockholder. You can obtain a copy of ConocoPhillips' By-Laws by writing the Corporate Secretary at the address above, or via our website at~~www.conocophillips.com~~ ~~under our "~~~~Governance~~~~" caption.~~
Table of Contents
Available Information
and Questions and Answers About the Annual Meeting and Voting
Available Information
SEC rules require us to provide an annual report to stockholders who receive this Proxy Statement. Additional printed copies of the annual report, as well as our Corporate Governance Guidelines, Code of Business Ethics and Conduct, charters for each of our Board committees, and our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2015,~~2018, including the financial statements and the
financial statement schedules, are available without charge to stockholders upon written request to the ConocoPhillips Shareholder Relations Department, P.O. Box 2197, Houston, Texas 77079-2197 or via our website atwww.conocophillips.com. We will furnish the exhibits to our Annual Report ~~on Form 10-K~~ upon payment of our copying and mailing expenses.

84 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

~~Table of Contents~~
~~Questions and Answers About~~Attending the Annual Meeting ~~and Voting~~
WHO CAN ATTEND THE ANNUAL MEETING?
~~Who is soliciting my vote?~~
~~The Board of Directors of ConocoPhillips is soliciting your vote at~~You are entitled to attend the ~~2016~~ Annual Meeting ~~of ConocoPhillips' stockholders.~~
~~Who is entitled to vote?~~
~~You may vote~~only if you were ~~the record owner of~~a ConocoPhillips ~~common stock as of~~stockholder at the close of business on March ~~14, 2016. Each share~~18, 2019, or you hold a valid proxy. No cameras, recording equipment, laptops, tablets, cellular telephones, smartphones, or other similar equipment, electronic devices, large bags, briefcases, or packages will be permitted, and security measures will be in effect to provide for the safety of ~~common~~attendees.
You will need an admission ticket or proof of ownership of ConocoPhillips stock ~~is entitled~~ to ~~one vote. As of March 14, 2016, we had 1,238,366,229 shares of common stock outstanding and entitled to vote. There is no cumulative voting.~~
~~How many votes must be present to hold the Annual Meeting?~~
~~Your~~enter the meeting. If your shares are ~~counted~~registered in your name, you will find an admission ticket attached to your proxy card. If your shares are in the name of your broker or bank or you received your materials electronically, you will need to bring evidence of your stock ownership, such as your most recent brokerage statement. Everyone will be required to present ata valid picture ID.
IF YOU DO NOT HAVE A VALID PICTURE ID AND EITHER AN ADMISSION TICKET OR PROOF THAT YOU OWN CONOCOPHILLIPS STOCK, YOU MAY NOT BE ADMITTED INTO THE MEETING.
WHAT IS THE ANNUAL MEETING WEBSITE AND HOW CAN I ACCESS IT?
All stockholders can visit the Annual Meeting ifwebsite atwww.conocophillips.com/annualmeeting.
On our Annual Meeting website, you ~~attend~~can vote your proxy, submit questions in advance of the ~~meeting and vote in person or if you properly return~~Annual Meeting, view a ~~proxy by Internet, telephone or mail. In order for us to hold our meeting, holders~~live video webcast of ~~a majority~~the Annual Meeting, access copies of our ~~outstanding shares~~Proxy Statement and Annual Report and other information about ConocoPhillips, view a video message from our CEO and Chairman, and elect to view future proxy statements and annual reports online instead of ~~common stock as~~receiving paper copies in the mail.
Stockholders of ~~March 14, 2016, must be present in person or by proxy at the meeting. This is referred to as a quorum. Abstentions~~Record and ~~broker non-votes will be counted for purposes of establishing a quorum at the meeting.~~Beneficial Stockholders: Know Which One You Are
~~What is the difference between holding shares as a stockholder of record and as a beneficial stockholder?~~
WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A STOCKHOLDER OF RECORD AND AS A BENEFICIAL STOCKHOLDER?
If your shares are registered directly in your name with ~~the Company's~~Computershare Trust Company, N.A., our registrar and transfer agent, ~~Computershare Trust Company, N.A.,~~ you are considered a stockholder of record with respect to those shares. If your shares are held in a brokerage account or bank, you are considered the ~~"beneficial owner"~~“beneficial owner” or ~~"street name"~~“street name” holder of those shares.
~~What is a broker non-vote?~~
~~Applicable rules permit brokers~~WHAT IS A BROKER NON-VOTE?
Brokers may use their discretion to vote shares held in street name on ~~routine~~ matters ~~when the brokers have not received voting instructions from the beneficial owner on how to vote those shares.~~considered “routine” under NYSE rules. Brokers may not vote shares held in street name on non-routine matters unless they have received voting instructions from the beneficial ~~owners on how to vote those shares.~~owners. Shares that are not voted on non-routine matters are called broker non-votes. ~~Broker non-votes will have no effect on the vote for any matter properly introduced at the meeting.~~
~~What routine matters will be voted on at the Annual Meeting?~~
The ratification of Ernst & Young LLP as our independent registered public accounting firm for 2016 is the only routine matter to be presented at the Annual Meeting on which brokers may vote in their discretion on behalf of beneficial owners who have not provided voting instructions.104     ConocoPhillips
~~What non-routine matters will be voted on at the Annual Meeting?~~
~~The non-routine matters to be presented at the Annual Meeting on which brokers are not allowed to vote unless they have received specific voting instructions from beneficial owners are:~~
•
~~The election of directors;~~

•
~~The advisory approval of the compensation of the Company's Named Executive Officers;~~

•
~~Stockholder proposal relating to report on lobbying expenditures; and~~

•
~~Stockholder proposal relating to partial deferral of annual bonus based on reserves metrics.~~
~~How are abstentions and broker non-votes counted?~~
Abstentions and broker non-votes are included in determining whether a quorum is present. Broker non-votes will have no effect on the vote for any matter properly introduced at the meeting; however, abstentions will have the same effect as a vote "AGAINST."

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 85

Table of Contents

Available Information and Questions and Answers About the Annual Meeting and Voting ~~continued~~
Who Can Vote and How
~~What are my voting choices for each of the proposals to be voted on at the 2016 Annual Meeting of Stockholders and how does the Board recommend that I vote my shares?~~
WHO IS ENTITLED TO VOTE?
*
~~We will provide~~
You may vote if you were the ~~name, address and share ownership~~record owner of ConocoPhillips common stock as of the ~~stockholders submitting these proposals, along with the information for any co-filers, promptly upon a stockholder's request.~~
~~How many votes are needed to approve each of the proposals?~~
close of business on March 18, 2018. Each share of ~~the director nominees~~common stock is entitled to one vote. As of March 18, 2019, we had 1,131,741,234 shares of common stock outstanding and ~~all proposals submitted require the affirmative "FOR"~~entitled to vote.
HOW DO I VOTE?
Stockholders of Record:You can vote ~~of a majority of those shares present~~either in person ~~or represented by proxy~~ at the meeting ~~and~~or by proxy. If you vote by proxy, you still are entitled (but not required) to attend the meeting. Even if you plan to attend the meeting, we encourage you to vote onyour shares in advance.
This Proxy Statement, the ~~proposal. As an advisory vote, the proposal~~accompanying proxy card, and our 2018 Annual Report are being made available to approve executive compensation is not binding upon the Company. However, the Human Resources and Compensation Committee, which is responsible for designing and administering the Company's executive compensation programs, values the opinions expressed by stockholders ~~and will consider the outcome of the vote when making future compensation decisions.~~online atwww.proxyvote.com.

Vote your shares as follows. In all cases, have your proxy card in hand.

86 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

~~Table of Contents~~

~~How do I vote?~~

~~Stockholders of Record:~~ You can vote either in person at the meeting or by proxy. Persons who vote by proxy need not, but are entitled to, attend the meeting. Even if you plan to attend the meeting, we encourage you to vote your shares by proxy.
~~This Proxy Statement, the accompanying proxy card and the Company's 2015 Annual Report are being made available to the Company's stockholders on the Internet at~~~~www.proxyvote.com~~ ~~through the notice and access process.~~
~~Vote your shares as follows—in all cases, have your proxy card in hand:~~

Beneficial Stockholders:If you hold your ConocoPhillips stock in ~~a brokerage account (that is, in "street name"),~~street name, your ability to vote by telephone or over the Internet depends on your ~~broker's~~broker’s voting process. Please follow the directions on your proxy card or voting instruction card carefully. Please ~~note that brokers may not vote your shares on the election of directors, compensation matters or stockholder proposals in the absence of your specific instructions as to how to vote. Please~~ provide your voting instructions so your vote can be counted on ~~these matters.~~all matters to be considered at the meeting.
If you ~~plan~~wish to vote in person at the Annual Meeting, ~~and you hold your ConocoPhillips stock in street name,~~ you must ~~obtain~~bring a proxy from your ~~broker and bring that proxy to the meeting.~~broker.
~~How do I vote if I hold my stock through ConocoPhillips' employee benefit plans?~~
By Mailing Your Proxy Card By Telephone (800) 690-6903 By Internet Using Your Computer
If you elected to receive a hard copy of your proxy materials, fill out the enclosed proxy card, date and sign it, and return it in the enclosed postage paid envelope. Dial toll-free 24/7 Visit 24/7
www.proxyvote.com
HOW DO I VOTE IF I HOLD MY STOCK THROUGH CONOCOPHILLIPS’ EMPLOYEE BENEFIT PLANS?
If you hold your stock through ~~ConocoPhillips'~~ConocoPhillips’ employee benefit plans, you must do one of the following:
•
~~Vote over the Internet (instructions are in the email sent to you or on the notice and access form);~~

•
~~Vote by telephone (instructions are on the notice and access form); or~~

•
~~If you received a hard copy of your proxy materials, fill out the enclosed voting instruction card, date and sign it, and return it in the enclosed postage-paid envelope.~~
> Vote online (instructions are in the email sent to you or on the notice and access form);
> Vote by telephone (instructions are on the notice and access form); or
> If you received a hard copy of your proxy materials, fill out the enclosed voting instruction card, date and sign it, and return it in the enclosed postage-paid envelope.
You will receive a separate voting instruction card for each employee benefit plan under which you hold stock. Please pay close attention to the deadline for returning your voting instruction card to the plan trustee. ~~The voting deadline for each plan is set forth on the voting instruction card. Please note that different~~Different plans may have different deadlines.
~~How can I revoke my proxy?~~
~~You can revoke your~~WHAT IF I AM A STOCKHOLDER OF RECORD AND RETURN MY PROXY BUT DO NOT VOTE FOR SOME OF THE MATTERS LISTED ON MY PROXY CARD?
If you return a signed proxy ~~by sending written notice of revocation of your proxy to our Corporate Secretary so that it is received prior to the close of business on May 9, 2016.~~
~~Can I change my vote?~~
~~Yes. You can change~~card without indicating your vote, ~~at any time before~~your shares will be voted “FOR” each of the ~~polls close at~~director nominees listed on the ~~Annual Meeting. You can do this by:~~
•
~~Voting again by telephone or over~~card, “FOR” the ~~Internet prior to 11:59 p.m. EDT on May 9, 2016;~~

•
~~Signing another proxy card with a later date~~ratification of Ernst & Young LLP as ConocoPhillips’ independent registered public accounting firm, and ~~returning it to us prior to~~“FOR” the ~~meeting; or~~

•
~~Voting again at~~approval of the ~~meeting.~~
compensation of our Named Executive Officers.
2019 Proxy Statement   105
~~Who counts the votes?~~
We have hired Broadridge Financial Solutions, Inc. to count the votes represented by proxies and cast by ballot, and Jim Gaughan of Carl T. Hagberg and Associates has been appointed to act as Inspector of Election.

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 87

Table of Contents

Available Information and Questions and Answers About the Annual Meeting and Voting ~~continued~~
WILL MY SHARES BE VOTED IF I DO NOT PROVIDE MY PROXY AND DO NOT PARTICIPATE IN THE ANNUAL MEETING?
~~When will the Company announce the voting results?~~
We will announce the preliminary voting results at the Annual Meeting of Stockholders. The Company will report the final results on our website and in a Current Report on Form 8-K filed with the SEC within four days following the meeting.
~~Will my shares be voted if I do not provide my proxy and do not attend the Annual Meeting?~~
If you are a record owner and do not provide a proxy or vote your shares ~~held in your name,~~during the meeting, your shares will not be voted.
If you hold your shares in street name, your broker has the authority to vote your shares for certain routine matters even if you do not provide ~~the broker with~~ voting instructions. ~~Only~~This year, only the ratification of Ernst & Young LLP as our independent registered public accounting firm for ~~2016~~2019 is considered ~~to be~~ a routine matter.
If you do not give your broker instructions on how to vote your shares on other matters, the broker ~~will return the proxy card without voting~~cannot vote on those proposals, ~~not considered routine. This is known as~~resulting in a broker non-vote. ~~Without instructions from you, the broker may not vote on any proposals other than the ratification of Ernst & Young LLP as our independent registered public accounting firm for 2016.~~
As more fully described on your proxy card, if you hold your shares through certain ConocoPhillips employee benefit plans and do not vote your shares, your shares (along with all other shares in the plan for which votes are not cast) may be voted pro rata by the trustee in accordance with the votes directed by other participants in the ~~plan who elect~~plan.
HOW ARE ABSTENTIONS AND BROKER NON-VOTES COUNTED?
Abstentions and broker non-votes are counted in determining whether a quorum is present. Otherwise, broker non-votes will have no effect on the vote for any proposal. In contrast, abstentions will have the same effect as a vote “AGAINST” a proposal.
CAN I CHANGE MY VOTE?
You can change your vote at any time before the polls close at the Annual Meeting. You can do this by:
> Voting again by telephone or over the Internet prior to 11:59 p.m. EDT on May 13, 2019;
> Signing another proxy card with a later date and returning it to us prior to the meeting; or
> Voting again during the meeting.
WHO COUNTS THE VOTES?
We have hired Broadridge Financial Solutions, Inc. to count the votes represented by proxies and cast by ballot, and Jim Gaughan of GaughanADR has been appointed to act as Inspector of Election.
WHEN WILL THE VOTING RESULTS BE ANNOUNCED?
We will announce the preliminary voting results during the Annual Meeting. We will report the final results on our website and in a ~~fiduciary entitled~~Current Report on Form 8-K filed with the SEC within four business days following the meeting.
WILL MY VOTE BE CONFIDENTIAL?
All stockholder proxies, ballots, and tabulations that identify stockholders will be maintained in confidence. No such document will be available for examination, and the identity and vote of any stockholder will not be disclosed, except as necessary to ~~direct~~meet legal requirements and to allow the ~~trustee~~inspectors of election to certify the results of the ~~applicable plan~~vote. Occasionally, stockholders provide written comments on ~~how~~their proxy card that may be forwarded to management.
Business to Take Place at the Meeting
HOW MANY VOTES MUST BE PRESENT TO HOLD THE ANNUAL MEETING?
In order for us to hold our meeting, holders of a majority of our outstanding shares of common stock as of March 18, 2019 must be present at the meeting. This is referred to as a quorum. Your shares are counted as present at the Annual Meeting if you attend the meeting and vote in person, or if you properly return a proxy by Internet, telephone, or mail.
106   ConocoPhillips
Table of Contents
Available Information and Questions and Answers About the ~~shares.~~Annual Meeting and Voting
WHAT ARE MY VOTING CHOICES FOR EACH OF THE PROPOSALS TO BE VOTED ON AT THE 2019 ANNUAL MEETING OF STOCKHOLDERS AND HOW DOES THE BOARD RECOMMEND I VOTE MY SHARES?
~~What if I am a stockholder~~Election of ~~record and return my proxy but do not~~ Directors
1
>vote in favor of all nominees;
>vote in favor of specific nominees;
>vote against all nominees;
>vote against specific nominees;
>abstain from voting with respect to all nominees; or
>abstain from voting with respect to specific nominees.
The Board recommends you voteFOR each nominee standing for ~~some~~election as director. FOR
For information, seepage 32.

Ratification of Independent Registered Public Accounting Firm
2
>vote in favor of the ~~matters listed~~ratification;
>vote against the ratification; or
>abstain from voting on ~~my proxy card?~~the ratification.
The Audit and Finance Committee recommends you voteFOR the ratification. FOR
For information, seepage 44.
If you return a signed proxy card without indicating your vote, your shares will be voted "FOR" each of the director nominees listed on the card, "FOR" the ratification of Ernst & Young LLP as ConocoPhillips' independent registered public accounting firm, "FOR" the approval of the compensation of our Named Executive Officers and "AGAINST" each of the stockholder proposals.

~~What if I am a beneficial owner and do not give~~Advisory Approval of the Compensation of the Named Executive Officers
3
>vote in favor of the advisory proposal;
>vote against the advisory proposal; or
>abstain from voting ~~instructions to my broker?~~on the advisory proposal.
The Board recommends you voteFOR the advisory approval of executive compensation. FOR
For information, seepage 46.
As a beneficial owner, in order to ensure your shares are voted in the way you would like, you must provide voting instructions to your bank or broker by the deadline provided in the materials you receive from your bank or broker. If you do not provide voting instructions to your bank or broker, whether your shares can be voted by such person depends on the type of item being considered for vote. Brokers may not vote shares held in street name on non-routine matters unless they have received voting instructions from the beneficial owners on how to vote those shares. WHICH PROPOSALS TO BE VOTED ON AT THE MEETING ARE CONSIDERED “ROUTINE” AND WHICH ARE “NON-ROUTINE”?
The ratification of Ernst & Young LLP as our independent registered public accounting firm for ~~2016~~2019 is the only routine matter to be presented at the Annual Meeting, and the only matter on which brokers may vote ~~in their discretion~~ on behalf of beneficial owners who have not provided voting instructions.
~~Could other matters be decided at the Annual Meeting?~~
All other matters to be presented at the Annual Meeting are non-routine. Brokers will not be allowed to vote on these other proposals without specific voting instructions from beneficial owners.
HOW MANY VOTES ARE NEEDED TO APPROVE EACH OF THE PROPOSALS?
Each of the director nominees and all proposals submitted require the affirmative “FOR” vote of a majority of those shares present or represented by proxy at the meeting and entitled to vote on the proposal.
COULD OTHER MATTERS BE DECIDED AT THE ANNUAL MEETING?
We are not aware of any other matters to be presented at the meeting. If any matters are properly brought before the Annual Meeting, the ~~persons~~individuals named in your ~~proxies will~~signed proxy are authorized to vote in accordance with their best judgment. ~~Discretionary authority to vote on other matters is included in the proxy.~~

88 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

~~Table of Contents~~

~~Who can attend the Annual Meeting?~~
Stockholders of record at the close of business on March 14, 2016 may attend the Annual Meeting. No cameras, recording equipment, laptops, tablets, cellular telephones, smartphones or other similar equipment, electronic devices, large bags, briefcases or packages will be permitted in the Annual Meeting, and security measures will be in effect to provide for the safety of attendees.~~You will need a photo ID to gain admission.~~
~~Do I need a ticket to attend the Annual Meeting?~~
Yes, you will need an admission ticket or proof of ownership of ConocoPhillips stock to enter the meeting. If your shares are registered in your name, you will find an admission ticket attached to the proxy card sent to you. If your shares are in the name of your broker or bank or you received your materials electronically, you will need to bring evidence of your stock ownership, such as your most recent brokerage statement. All stockholders will be required to present valid picture identification.
~~IF YOU DO NOT HAVE VALID PICTURE IDENTIFICATION AND EITHER AN ADMISSION TICKET OR PROOF THAT YOU OWN CONOCOPHILLIPS STOCK, YOU MAY NOT BE ADMITTED INTO~~IS THERE A POLICY ABOUT ATTENDANCE BY DIRECTORS AT THE ~~MEETING.~~ANNUAL MEETING?
~~Does the Company have a policy about directors' attendance at the Annual Meeting?~~
~~Pursuant to the Corporate Governance Guidelines, directors~~Directors are expected to attend the Annual Meeting of Stockholders. All of the ~~persons~~individuals who were ~~serving as directors at the time~~seeking re-election attended the ~~2015~~2018 Annual Meeting of Stockholders.
2019 Proxy Statement   107
Table of Contents
Available Information and Questions and Answers About the Annual Meeting and Voting
Proxies
WHO IS SOLICITING MY PROXY?
The Board of Directors of ConocoPhillips is soliciting your proxy to vote at the 2019 Annual Meeting of Stockholders.
HOW CAN I REVOKE MY PROXY?
You can revoke your proxy by sending written notice of revocation to our Corporate Secretary so that it is received prior to the close of business on May 13, 2019.
WHAT IS THE COST OF THIS PROXY SOLICITATION?
Our directors, officers, and employees may solicit proxies by mail, by email, by telephone, or in person. Those individuals will receive no additional compensation for solicitation activities. We will request banking institutions, brokerage firms, custodians, trustees, nominees, and fiduciaries to forward solicitation materials to the beneficial owners of common stock held of record by those entities, and we will, upon request, reimburse reasonable forwarding expenses. We will pay the costs of preparing, printing, assembling, and mailing the proxy materials used in the solicitation of proxies. In addition, we have hired Morrow Sodali LLC to assist us in soliciting proxies, which it may do by mail, telephone, or in person. We anticipate paying Morrow Sodali LLC a fee of $20,000, plus expenses.
Ways to Get our Proxy Statement and Annual Report
HOW CAN I ACCESS CONOCOPHILLIPS’ PROXY MATERIALS AND ANNUAL REPORT ELECTRONICALLY?
~~How can I access ConocoPhillips' proxy materials and annual report electronically?~~
This Proxy Statement, the accompanying proxy card, and ~~the Company's 2015~~our 2018 Annual Report are being made available to ~~the~~
~~Company's~~ stockholders ~~on the Internet~~online atwww.proxyvote.com. ~~through the notice and access process.~~
Most stockholders can elect to view future proxy statements and annual reports ~~over the Internet~~online instead of receiving paper copies in the mail.
If you ~~own~~are a record owner of ConocoPhillips stock, ~~in your name,~~ you can choose this option and save us the cost of producing and mailing these documents by following the instructions on your proxy card or those provided when you vote by telephone or over the Internet. If you hold your ConocoPhillips stock ~~through a bank, broker or other holder of record,~~in street name, please refer to the information provided by ~~that entity~~your broker for instructions on how to elect to view future proxy statements and annual reports ~~over the Internet.~~electronically.
If you choose to view future proxy statements and annual reports ~~over the Internet,~~electronically, you will receive a Notice of Internet Availability next year in the mail containing the applicable Internet ~~address to use to access our proxy statement and annual report.~~address. Your choice will remain in effect unless you change ~~your election following the receipt of a Notice of Internet Availability. You~~it; you do not have to elect Internet access each year. If you ~~later~~ change your mind and would like to receive paper copies of our proxy statements and annual reports, you can request both by phone at (800) 579-1639, by email atsendmaterial@proxyvote.com, and ~~through the Internet~~online atwww.proxyvote.com.. You will need ~~your 12-digit~~the 16-digit control number located on your Notice of Internet Availability to request a package. You will also ~~be provided with the~~have an opportunity to ~~receive a copy of the proxy statement and annual report in future mailings.~~
~~We also encourage you to visit our Annual Meeting website at~~~~www.conocophillips.com/annualmeeting~~ ~~that, among other things, will enable you to learn more about our Company, vote your proxy, listen to a live audio webcast of the meeting and elect to view~~request future proxy statements and annual reports ~~over the Internet instead of receiving paper copies in the~~by mail.
WHY DID MY HOUSEHOLD RECEIVE A SINGLE SET OF PROXY MATERIALS?

~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~ 89

~~Table of Contents~~

~~Questions and Answers About the Annual Meeting and Voting continued~~
~~Why did my household receive a single set of proxy materials?~~
SEC rules permit us to deliver a single copy of an annual report and proxy statement to any household ~~not participating in electronic proxy material delivery~~ at which two or more stockholders reside if we believe the stockholders are members of the same family. This benefits both you and ~~the Company,~~ConocoPhillips, as it eliminates duplicate mailings ~~that stockholders living at the same address receive~~ and it reduces our printing and mailing costs. ~~This rule applies to any annual reports, proxy statements, proxy statements combined with a prospectus or information statements.~~ Each stockholder will continue to receive a separate proxy card or voting instruction card.
Your household may have received a single set of proxy materials this year. If you prefer to receive your own copy now or in future years, please request a duplicate set by phone at (800) 579-1639, ~~through the Internet~~online atwww.proxyvote.com, by email atsendmaterial@proxyvote.com, or by writing to ConocoPhillips, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
If ~~a broker or other nominee holds~~you hold your ~~shares,~~stock in street name, you may ~~continue to~~ receive some duplicate mailings. Certain brokers will eliminate duplicate account mailings by allowing stockholders to consent to such elimination, or through implied consent if a stockholder does not request continuation of duplicate mailings. Since not all brokers and nominees may offer stockholders the opportunity this year to eliminate duplicate mailings, youon request. You may need to contact your broker ~~or nominee~~ directly if you want to discontinue duplicate mailings to your household.
108   ConocoPhillips
~~Will my vote be kept confidential?~~
~~The Company's Board of Directors has a policy that all stockholder proxies, ballots and tabulations that identify stockholders are to be~~
maintained in confidence. No such document will be available for examination, and the identity and vote of any stockholder will not be disclosed, except as necessary to meet legal requirements and allow the inspectors of election to certify the results of the stockholder vote. The policy also provides that inspectors of election for stockholder votes must be independent and cannot be employees of the Company. Occasionally, stockholders provide written comments on their proxy card that may be forwarded to management.
~~What is the cost of this proxy solicitation?~~
Our Board of Directors has sent you this Proxy Statement. Our directors, officers and employees may solicit proxies by mail, by email, by telephone or in person. Those persons will receive no additional compensation for any solicitation activities. We will request banking institutions, brokerage firms, custodians, trustees, nominees and fiduciaries to forward solicitation materials to the beneficial owners of common stock held of record by those entities, and we will, upon the request of those record holders, reimburse reasonable forwarding expenses. We will pay the costs of preparing, printing, assembling and mailing the proxy materials used in the solicitation of proxies. In addition, we have hired Alliance Advisors to assist us in soliciting proxies, which it may do by mail, telephone or in person. We anticipate paying Alliance Advisors a fee of $20,000, plus expenses.

90 ~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~

Table of Contents
Appendix A
Non-GAAP Financial Measures
~~This Proxy Statement includes~~RETURN ON CAPITAL EMPLOYED (ROCE)
Return on capital employed (ROCE) is a measure of the ~~measures~~profitability of ConocoPhillips’ capital employed in its business. ConocoPhillips calculates ROCE as a ratio, the numerator of which is net income adjusted for special unusual or nonreoccurring items, plus after-tax interest expense, and the denominator of which is average total equity plus total debt. The company believes that ROCE is a good indicator of long-term company and management performance.
CASH FROM OPERATIONS (CFO)
Cash from operations (CFO) is calculated by removing the impact from operating ~~costs and adjusted earnings (loss). These are~~working capital from cash provided by operating activities. The company believes that the non-GAAP ~~financial measures. These terms are included~~measure CFO is useful to investors to help ~~facilitate comparisons~~understand changes in cash provided by operating activities excluding the impact of ~~our operating performance~~working capital changes across periods on a consistent basis and with the performance of peer ~~companies.~~ companies in a manner that, when viewed in combination with our results prepared in accordance with GAAP, provides a more complete understanding of the factors and trends affecting ConocoPhillips’ business and performance.
ADJUSTED EARNINGS
Adjusted ~~earnings~~Earnings is ~~adjusted for~~calculated by removing the impact of special items from reported earnings. Special Items are items that management believes are unusual or nonrecurring and not indicative ofor our core operating results or business outlook over the long term. Operating costs represent controllable costs and include production and operating expenses, selling, general and administrative expenses and exploration expenses excluding dry holes and leasehold impairments. The Human Resources and Compensation Committee utilized these non-GAAP measuresManagement believes adjusted earnings is useful to investors in evaluating ~~compensation decisions in 2015 in recognition~~our operating results and understanding our operating trends across periods on a consistent basis and with the performance of peer companies.
ADJUSTED EPS
Adjusted EPS is a measure of the ~~changing commodity price environment~~company’s diluted net earnings per share excluding special items. Special Items are items that management believes are unusual or nonrecurring and not indicative or our core operating results or business outlook over the long term. Management believes adjusted earnings per share is useful to ~~benchmark compensation decisions based on measures utilized by management and the Board of Directors~~investors in evaluating our operating results and understanding our operating trends across periods on a consistent basis and with the ~~Company's performance.~~performance of peer companies.
FREE CASH FLOW
Free cash flow is cash provided by operating activities excluding operating working capital in excess of capital expenditures and investments. Free cash flow is not a measure of cash available for discretionary expenditures since the company has certain non-discretionary obligations such as debt service that are not deducted from the measure. The company believes this non-GAAP measure is useful to investors as it provides a measure to compare cash provided by operating activities after deduction of capital expenditures and investments and working capital changes associated with investing activities across periods on a consistent basis.
2019 Proxy Statement   109
Table of Contents
Appendix A
NON-GAAP RECONCILIATIONS
Reconciliation of Return on capital employed (ROCE)

Operating Costs
$ Millions, Except as Indicated
FY 2015 FY 2014

Production and operating expenses
$ 7,016 $ 8,909
Selling, general and administrative expenses
953 735
Exploration expenses excluding dry holes and leasehold impairment*
1,127 879

Operating Costs
9,096 10,523
Operating Costs—percent reduction
(14 )%
Exploration expenses
4,192 2,045
Less dry holes
1,141 604
Less leasehold impairment
1,924 562

*Exploration expenses excluding dry holes and leasehold impairment
1,127 879
$ Millions, Except as Indicated

Adjusted Earnings
$ Millions, Except as Indicated
FY 2015

Net Income (Loss) Attributable to ConocoPhillips
$ (4,428 )
Adjustments:

Net gain on asset sales
(395 )
Impairments
3,077
International tax law changes
(426 )
Restructuring
282
Pending claims and settlements
62
Tax impact from country exit
(28 )
Pension settlement expense
143
Rig termination
246
Depreciation volume adjustment
(48 )
Tax benefit on interest expense
(209 )

Adjusted earnings (loss)
(1,724 )

Earnings (loss) per share of common stock (dollars)
$ (3.58 )
Adjusted earnings (loss) per share of common stock (dollars)
$ (1.40 )

For the Year Ended
12/31/2018
Numerator
Net Income Attributable to Conoco Phillips 6,257
Adjustment to exclude special items (926 )
~~ConocoPhillips~~   ~~2016 PROXY STATEMENT~~Net income attributable to non controlling interests 91

~~Table of Contents~~
~~Stockholder Information~~
~~Annual Meeting~~
~~The ConocoPhillips Annual Meeting of Stockholders will be held:~~
~~Tuesday, May 10, 2016~~
~~Omni Houston Hotel at Westside~~
~~13210 Katy Freeway,~~
~~Houston, TX 77079~~
~~Notice of the meeting and proxy materials are being sent to all stockholders.~~
~~Direct Stock Purchase and Dividend Reinvestment Plan~~
The ConocoPhillips Investor Services Program is a direct stock purchase and dividend reinvestment plan that offers stockholders a convenient way to buy additional shares and reinvest their common stock dividends. Purchases of company stock through direct cash payment are commission free. Please call Computershare to request an enrollment package:
~~Toll-free number: 800-356-0066~~
~~You may also enroll online at~~~~www.computershare.com/investor~~~~. Registered stockholders can access important investor communications online and sign up to receive future stockholders materials electronically by following the enrollment instructions.~~
~~Principal and Registered Offices~~
~~600 N. Dairy Ashford Road~~
~~Houston, TX 77079~~
~~2711 Centerville Road~~
~~Wilmington, DE 19808~~
~~Stock Transfer Agent and Registrar~~
~~Computershare~~
~~211 Quality Circle, Suite 210~~
~~College Station, TX 77845~~
~~www.computershare.com~~
~~Information Requests~~
~~For information about dividends and certificates, or to request a change of address form, stockholders may contact:~~
~~Computershare~~
~~P.O. Box 30170~~
~~College Station, TX 77842-3170~~
~~Toll-free number: 800-356-0066~~
~~Outside the U.S.: 201-680-6578~~
~~TDD for hearing impaired: 800-231-5469~~
~~TDD outside the U.S.: 201-680-6610~~
~~www.computershare.com/investor~~
~~Personnel in the following offices can also answer investors' questions about the company:~~
~~Institutional Investors:~~
~~ConocoPhillips Investor Relations~~
~~600 N. Dairy Ashford Road~~
~~Houston, TX 77079~~
~~281-293-5000~~
~~investor.relations@conocophillips.com~~
~~Individual Investors:~~
~~ConocoPhillips Shareholder Relations~~
~~600 N. Dairy Ashford Road, ML3080~~
~~Houston, TX 77079~~
~~281-293-6800~~
~~shareholder.relations@conocophillips.com~~
~~Compliance and Ethics~~
For guidance, or to express concerns or ask questions about compliance and ethics issues, call ConocoPhillips' Ethics Helpline toll-free at 877-327-2272, available 24 hours a day, seven days a week. The ethics office also may be contacted via email at~~ethics@conocophillips.com, the Internet at~~~~www.conocophillips.ethicspoint.com~~ ~~or by writing:~~
~~Attn: Corporate Ethics Office~~
~~ConocoPhillips~~
~~600 N. Dairy Ashford, ML3170~~
~~Houston, TX 77079~~
~~Copies of Proxy Statement~~
~~and Annual Report~~
Copies of this Proxy Statement and the 2015 Annual Report, as filed with the U.S. Securities and Exchange Commission, are available for free by making a request on the company's website, calling 918-661-3700 or writing:
~~ConocoPhillips Reports~~
~~B-13 Plaza Office Building~~
~~315 Johnstone Ave.~~
~~Bartlesville, OK 74004~~
~~Website~~
~~www.conocophillips.com~~
The site includes resources of interest to investors, including news releases and presentations to securities analysts; copies of ConocoPhillips' annual reports and proxy statements; reports to the U.S. Securities and Exchange Commission; and data on ConocoPhillips' health, safety and environmental performance.

48
After-tax interest expense 594
ROCE Earnings 5,973
Denominator
Average total equity⁽¹⁾ 31,363
Average total debt⁽²⁾ 16,088
Average capital employed 47,451
ROCE(percent) 12.6 %
⁽¹⁾ Average total equity is the average of beginning total equity and ending total equity by quarter
⁽²⁾ Average total debt is the average of beginning long-term debt and short-term debt and ending long-term debt and short-term debt by quarter

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow
$ Millions, Except as Indicated

For the Year Ended
12/31/2018
Net Cash Provided by Operating Activities 12,934
Adjustments:
Net operating working capital changes 635
Cash from operations 12,299
Capital expenditures and investments (6,750 )
Free Cash Flow 5,549

Reconciliation of Earnings to Adjusted Earnings and EPS to Adjusted EPS
$ Millions, except as indicated

For the Year Ended
12/31/2018
      Pre-tax       Income tax       After-tax       Per share of
common stock
(dollars)
Consolidated
Earnings (loss) 6,257 5.32
Adjustments:
Premiums on early debt retirement 208 (13 ) 195 0.17
Unrealized (gain) loss on CVE equity 423 2 425 0.36
Pending claims and settlements (506 ) 64 (442 ) (0.38 )
Impairments (52 ) 30 (22 ) (0.02 )
Net (gain) loss on asset sales (1,002 ) 10 (992 ) (0.84 )
Pension settlement expense 196 (36 ) 160 0.14
Recognition of deferred licensing revenue⁽¹⁾ (104 ) — (104 ) (0.09 )
Restructuring 40 (9 ) 31 0.03
Deferred tax adjustment — (177 ) (177 ) (0.15 )
Adjusted earnings (loss) 5,331 4.54
110     ConocoPhillips
Table of Contents
Appendix A
Other Measures
PRODUCTION GROWTH PER DEBT ADJUSTED SHARE
Production per debt-adjusted share is calculated on an underlying production basis using ending period debt divided by ending share price plus ending shares outstanding. Underlying production excludes Libya and closed dispositions and acquisitions. The company believes that production per debt-adjusted share is useful to investors as it provides a consistent view of production on a total equity basis by converting debt to equity and allows for comparisons across peer companies.
TOTAL RESERVE REPLACEMENT
Total reserve replacement is a ratio representing the change in proved reserves, net of production, divided by current year production. ConocoPhillips believes that total reserve replacement is useful to investors to help understand how changes in proved reserves, net of production, compare with our current year production.
ORGANIC RESERVE REPLACEMENT
Organic reserve replacement is a ratio representing the change in proved reserves, net of production and excluding acquisitions and dispositions, divided by current year production. We believe that organic reserve replacement is useful to investors to help understand how changes in proved reserves, net of production, compare with our current year production, excluding the impacts of acquisitions and dispositions.
Year-End Reserves Reconciliation
MMBOE, except as indicated
As of
January 31, 2019
End of 2017 5,038
End of 2018 5,263
Change in reserves 225
Production⁽¹⁾ 483
Change in reserves excluding production⁽¹⁾ 708
Total reserve replacement ratio 147 %
Production⁽¹⁾ 483
Purchases⁽²⁾ 290
Sales⁽²⁾ (108 )
Changes in reserves excluding production⁽¹⁾, purchases⁽²⁾and sales⁽²⁾ 526
Organic reserve replacement ratio 109 %
⁽¹⁾ 2018 production includes fuel gas and Libya
⁽²⁾ 2018 purchases refers to acquisitions and sales refers to dispositions
2019 Proxy Statement   111
Table of Contents
Stockholder Information
Annual Meeting
The ConocoPhillips Annual Meeting of Stockholders will be held:
Tuesday, May 14, 2019
Omni Houston Hotel at Westside
13210 Katy Freeway
Houston, TX 77079
Notice of the meeting and proxy materials are being sent to all stockholders.
Direct Stock Purchase and Dividend Reinvestment Plan
The ConocoPhillips Investor Services Program is a direct stock purchase and dividend reinvestment plan that offers stockholders a convenient way to buy additional shares and reinvest their common stock dividends. Purchases of company stock through direct cash payment are commission free. Please call Computershare to request an enrollment package:
Toll-free number:800-356-0066
You may also enroll online atwww.computershare.com/investor. Registered stockholders can access important investor communications online and sign up to receive future stockholder materials electronically by following the enrollment instructions.
Principal and Registered Offices
925 N. Eldridge Parkway
Houston, TX 77079
251 Little Falls Drive
Wilmington, DE 19808


92
Stock Transfer Agent and Registrar
Computershare
211 Quality Circle, Suite 210
College Station, TX 77845
www.computershare.com
Information Requests
For information about dividends and certificates, or to request a change of address form, stockholders may contact:
Computershare
P.O. Box 30170
College Station, TX 77842-3170
Toll-free number: 800-356-0066
Outside the U.S.: 201-680-6578
TDD for hearing impaired: 800-231-5469
TDD outside the U.S.: 201-680-6610
www.computershare.com/investor
Personnel in the following offices can also answer investors’ questions about the company:
Institutional Investors:
ConocoPhillips Investor Relations
16930 Park Row Drive
Houston, TX 77084
281-293-5000
investor.relations@conocophillips.com
Individual Investors:
ConocoPhillips Shareholder Relations
P.O. Box 2197
Houston, TX 77079-2197
281-293-6800
shareholder.relations
@conocophillips.com
Compliance and Ethics
For guidance, or to express concerns or ask questions about compliance and ethics issues, call ConocoPhillips’ Ethics

~~ConocoPhillips~~Helpline toll-free at 877-327-2272, available 24 hours a day, seven days a week. The ethics office also may be contacted via email at   ~~2016 PROXY STATEMENT~~ethics@conocophillips.com, the Internet atwww.conocophillips.ethicspoint.comor by writing:
Attn: Corporate Ethics Office
ConocoPhillips
P.O. Box 4783
Houston, TX 77210-4783
Copies of Proxy Statement and Annual Report
Copies of this Proxy Statement and the 2018 Annual Report, as filed with the U.S. Securities and Exchange Commission, are available for free by making a request on the company’s website, calling 918-661-3700 or writing:
ConocoPhillips Reports
B-13 Plaza Office Building
315 S. Johnstone Ave.
Bartlesville, OK 74004
Website
www.conocophillips.com
The site includes resources of interest to investors, including news releases and presentations to securities analysts; copies of ConocoPhillips’ annual reports and proxy statements; reports to the U.S. Securities and Exchange Commission; and data on ConocoPhillips’ health, safety, and environmental performance.
112     ConocoPhillips

Table of Contents

ConocoPhillips 2018 HSE Significant Recognitions and Accomplishments
>Maintained lowest workforce Total Recordable Rate on record while increasing activity
>Achieved lowest net hydrocarbon spill volume after recovery
>Enhanced global emergency response capabilities through three regional exercises
>Introduced organizational learning leadership behaviors to advance deliberate continuous improvement within HSE and process safety
External recognitions

>ConocoPhillips named to the Dow Jones Sustainability Index for twelfth year
>Recognized by Norwegian government as model operator for HSE
>UK benchmarked as a top quartile operator by the regions regulator and was a finalist in six categories of UK offshore industry safety awards, having won in the safety leadership and workforce engagement categories
>Received top sustainability scores; received best possible score of “1” on ISS’s E&S Quality Score and second-best score of “AA” from MSCI
>Marine received the Rear Admiral William M. Benkert Osprey Award for Environmental Excellence for an unprecedented second time
EXPLORE CONOCOPHILLIPS
~~Explore ConocoPhillips~~ Annual Report
Our ~~vision is to be the E&P company of choice for all stakeholders by pioneering a new standard of excellence. Read Our 2015~~2018 Annual Report describes ConocoPhillips’ 2018 operational and financial results. The report is available on our website at www.conocophillips.com/~~annualreport Read~~ annualreport.

Sustainability Report
Our annual Sustainability Report provides details on priority reporting issues for the company, a letter from our CEO and key environmental, social and governance metrics. The report is updated in June and is available on our website at www.conocophillips.com/~~susdev Visit~~ susdev.

Managing Climate-Related Risks Report
Our Annual Meeting Website www.conocophillips.com/annualmeeting Visit Our Investor Relations Website www.conocophillips.com/investor www.facebook.com/conocophillips www.linkedin.com/company/conocophillips @conocophillips www.youtube.com/user/conocophillips Learn moreManaging Climate-Related Risks Report includes a letter from our CEO and details on our governance framework, risk management approach, strategy and key metrics and targets for climate-related issues. The report is available on our website at www.conocophillips.com ConocoPhillips is the world’s largest independent E&P company based on production and proved reserves. Headquartered in Houston, Texas, ConocoPhillips had operations and activities in 21 countries, $30 billion in annual revenue, $97.5 billionwww.conocophillips.com/climatechange.

Table of ~~total assets and approximately 15,900 employees as~~Contents

Table of ~~December 31, 2015. Production averaged 1,589 MBOED in 2015, and proved reserves were 8.2 billion BOE as of December 31, 2015. For more information, please visit www.conocophillips.com.~~Contents

16930 PARK ROW DR.
SPIRIT ONE, #15-N055
HOUSTON, TX 77084
~~ConocoPhillips~~
VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until the cut-off date. Have your Voting Direction card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ~~600 N. DAIRY ASHFORD PETROLEUM BUILDING #3038 HOUSTON, TX 77079~~
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by ConocoPhillips in mailing proxy materials, you can consent to receiving all future proxy statements, Voting Direction cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your Voting Direction card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your Voting Direction card and return it in the postage-paid envelope we have provided or return it to ConocoPhillips, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E04488-P72314 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY~~

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E66730-P19755 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS VOTING DIRECTION CARD IS VALID ONLY WHEN SIGNED AND DATED. CONOCOPHILLIPS THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1-3. 1. ELECTION OF DIRECTORS Nominees: For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 1a. Richard L. Armitage For Against Abstain ! ! ! 1b. Richard H. Auchinleck 2.
CONOCOPHILLIPS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1-3.
1. ELECTION OF DIRECTORS
Nominees: For Against Abstain
1a. Charles E. Bunch ☐ ☐ ☐
1b. Caroline Maury Devine ☐ ☐ ☐
1c. John V. Faraci ☐ ☐ ☐
1d. Jody Freeman ☐ ☐ ☐
1e. Gay Huey Evans ☐ ☐ ☐
1f. Jeffrey A. Joerres ☐ ☐ ☐
1g. Ryan M. Lance ☐ ☐ ☐
1h. William H. McRaven ☐ ☐ ☐
1i. Sharmila Mulligan ☐ ☐ ☐
1j. Arjun N. Murti ☐ ☐ ☐
1k. Robert A. Niblock ☐ ☐ ☐
For Against Abstain
2. Proposal to ratify appointment of Ernst & Young LLP as ConocoPhillips' independent registered public accounting firm for 2019. ☐ ☐ ☐
3. Advisory Approval of Executive Compensation. ☐ ☐ ☐
4. In its discretion, upon such other matters that may properly come before the meeting or any adjournment or adjournments thereof.

Signature [PLEASE SIGN WITHIN BOX] Date
Signature (Joint Owners) Date

Table of Ernst & Young LLP as ConocoPhillips' independent registered public accounting firm for 2016. 1c. Charles E. Bunch ! ! ! 1d. James E. Copeland, Jr. 3. Advisory Approval of Executive Compensation. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" ITEMS 4-5. 1e. John V. Faraci ! ! ! ! ! ! 4. Report on Lobbying Expenditures. 1f. Jody L. Freeman 1g. Gay Huey Evans 5. Partial Deferral of Annual Bonus Based on Reserves Metrics. 1h. Ryan M. Lance 6. In its discretion, upon such other matters that may properly come before the meeting or any adjournment or adjournments thereof. 1i. Arjun N. Murti 1j. Robert A. Niblock 1k. Harald J. Norvik Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Contents

ADMISSION TICKET
If you plan on attending the Annual Meeting of Stockholders, you will be required to verify that you are a stockholder by presenting this admission ticket or proof of ownership together with valid picture identification.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. ~~E04489-P72314~~

E66731-P19755

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
MAY ~~10, 2016~~ 14, 2019
The stockholder(s) hereby appoint(s) ~~Janet Langford Carrig~~Kelly B. Rose, Shannon Kinney and ~~James D. McMorran,~~Heather Sirdashney, or ~~either~~any of them, as proxies, each with the power to appoint ~~his or~~ her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of ConocoPhillips that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 a.m., Central Time, on May ~~10, 2016,~~14, 2019, at the Omni Houston Hotel at Westside, 13210 Katy Freeway, Houston, Texas, and any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTEDFOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS,FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ANDFOR THE ADVISORY APPROVAL OF EXECUTIVE ~~COMPENSATION, AND AGAINST EACH OF THE STOCKHOLDER PROPOSALS.~~ COMPENSATION.
PLEASE MARK, SIGN, DATE AND RETURN THIS ~~PROXY~~VOTING DIRECTION CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE
Continued and to be signed on reverse side ~~ADMISSION TICKET If you plan on attending the Annual Meeting~~

Table of ~~Stockholders, you will be required to verify that you are a stockholder by presenting this admission ticket or proof of ownership together with valid picture identification.~~
Contents

16930 PARK ROW DR.
SPIRIT ONE, #15-N055
HOUSTON, TX 77084
VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May ~~5, 2016.~~9, 2019. Have your Voting Direction card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ~~600 N. DAIRY ASHFORD PETROLEUM BUILDING #3038 HOUSTON, TX 77079~~
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by ConocoPhillips in mailing proxy materials, you can consent to receiving all future proxy statements, Voting Direction cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May ~~5, 2016.~~9, 2019. Have your Voting Direction card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your Voting Direction card and return it in the postage-paid envelope we have provided or return it to ConocoPhillips, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E04514-Z67070 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY~~

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E66829-Z74443 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS VOTING DIRECTION CARD IS VALID ONLY WHEN SIGNED AND DATED. CONOCOPHILLIPS THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1-3. 1. ELECTION OF DIRECTORS Nominees: For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 1a. Richard L. Armitage For Against Abstain ! ! ! 1b. Richard H. Auchinleck 2.
CONOCOPHILLIPS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1-3.
1. ELECTION OF DIRECTORS
Nominees: For Against Abstain
1a. Charles E. Bunch ☐ ☐ ☐
1b. Caroline Maury Devine ☐ ☐ ☐
1c. John V. Faraci ☐ ☐ ☐
1d. Jody Freeman ☐ ☐ ☐
1e. Gay Huey Evans ☐ ☐ ☐
1f. Jeffrey A. Joerres ☐ ☐ ☐
1g. Ryan M. Lance ☐ ☐ ☐
1h. William H. McRaven ☐ ☐ ☐
1i. Sharmila Mulligan ☐ ☐ ☐
1j. Arjun N. Murti ☐ ☐ ☐
1k. Robert A. Niblock ☐ ☐ ☐
For Against Abstain
2. Proposal to ratify appointment of Ernst & Young LLP as ConocoPhillips' independent registered public accounting firm for 2019. ☐ ☐ ☐
3. Advisory Approval of Executive Compensation. ☐ ☐ ☐
4. In its discretion, upon such other matters that may properly come before the meeting or any adjournment or adjournments thereof.

Signature [PLEASE SIGN WITHIN BOX] Date
Signature (Joint Owners) Date

Table of Ernst & Young LLP as ConocoPhillips' independent registered public accounting firm for 2016. 1c. Charles E. Bunch ! ! ! 1d. James E. Copeland, Jr. 3. Advisory Approval of Executive Compensation. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" ITEMS 4-5. 1e. John V. Faraci ! ! ! ! ! ! 1f. Jody L. Freeman 4. Report on Lobbying Expenditures. 1g. Gay Huey Evans 5. Partial Deferral of Annual Bonus Based on Reserves Metrics. 1h. Ryan M. Lance 6. In its discretion, upon such other matters that may properly come before the meeting or any adjournment or adjournments thereof. 1i. Arjun N. Murti 1j. Robert A. Niblock 1k. Harald J. Norvik Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Contents

ADMISSION TICKET
If you plan on attending the Annual Meeting of Stockholders, you will be required to verify that you are a stockholder by presenting this admission ticket or proof of ownership together with valid picture identification.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. ~~E04515-Z67070~~

E66830-Z74443

ConocoPhillips Savings Plan
CONFIDENTIAL FIDUCIARY VOTING DIRECTION
ConocoPhillips Annual Meeting of Stockholders May ~~10, 2016~~ 14, 2019
The undersigned hereby directs that Vanguard Fiduciary Trust Company, Trustee of the ConocoPhillips Savings Plan ("Savings Plan"), vote all shares of stock representing the interest of Savings Plan participants who fail to give voting direction at the ConocoPhillips Annual Meeting of Stockholders to be held at the Omni Houston Hotel at Westside, 13210 Katy Freeway, Houston, Texas, on May ~~10, 2016,~~14, 2019, at 9:00 a.m., Central Time, and at any adjournment thereof, in the manner indicated on the back of this card as to the matters shown and at its discretion as to any other matters that come before the meeting, all as described in the Notice and Proxy Statement.
If Broadridge, the Tabulator for the Trustee, Vanguard Fiduciary Trust Company, does not receive this Voting Direction card by May ~~5, 2016~~9, 2019 at 11:59 p.m. EDT, if you do not fill in any boxes on the back of this card, if you return this card unsigned, or if you do not vote by Internet or telephone on or before May ~~5, 2016,~~9, 2019, any shares in the Savings Plan that you otherwise could have directed will be directed by other eligible ~~employees~~participants who elect to direct such shares.
Important Information - I understand that by electing to direct the Trustee's vote of shares which do not represent my own part of the Savings Plan that I become a fiduciary of the Savings Plan for voting such shares; that I must act in the best interests of all participants of the Savings Plan when giving directions for voting shares not representing my part of the Savings Plan; that I have read and understand my duties as a fiduciary as they are described on pages 23 and 24 of the Savings Plan Summary Plan Description January 1, ~~2016;~~2019; and that I may decline to accept the responsibility of a fiduciary as to such shares by NOT completing or returning this Voting Direction card orand NOT voting by Internet or telephone.
ConocoPhillips has acknowledged and agreed to honor the confidentiality of your voting instructions to the Trustee. The Trustee will keep your voting instructions confidential.
This package contains your confidential Voting Direction card to instruct the Trustee of the Savings Plan how to vote the shares of ConocoPhillips Common Stock in the Savings Plan reflecting the interest of Savings Plan participants who fail to give voting direction. Also enclosed is the Company's ~~2015~~2018 Annual Report along with the Notice and Proxy Statement for the ~~2016~~2019 Annual Meeting. Please use these documents to help you decide how to direct the way the Trustee (Vanguard Fiduciary Trust Company) should vote.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE ~~ADMISSION TICKET If you plan on attending the Annual Meeting~~

Table of ~~Stockholders, you will be required to verify that you are a stockholder by presenting this admission ticket or proof of ownership together with valid picture identification.~~
Contents

16930 PARK ROW DR.
SPIRIT ONE, #15-N055
HOUSTON, TX 77084
VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May ~~5, 2016.~~9, 2019. Have your Voting Direction card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ~~600 N. DAIRY ASHFORD PETROLEUM BUILDING #3038 HOUSTON, TX 77079~~
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by ConocoPhillips in mailing proxy materials, you can consent to receiving all future proxy statements, Voting Direction cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May ~~5, 2016.~~9, 2019. Have your Voting Direction card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your Voting Direction card and return it in the postage-paid envelope we have provided or return it to ConocoPhillips, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E04536-Z67071 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY~~

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E66835-Z74444 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS VOTING DIRECTION CARD IS VALID ONLY WHEN SIGNED AND DATED. CONOCOPHILLIPS THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1-3. 1. ELECTION OF DIRECTORS Nominees: For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 1a. Richard L. Armitage For Against Abstain ! ! ! 1b. Richard H. Auchinleck 2.
CONOCOPHILLIPS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1-3.
1. ELECTION OF DIRECTORS
Nominees: For Against Abstain
1a. Charles E. Bunch �� ☐ ☐
1b. Caroline Maury Devine ☐ ☐ ☐
1c. John V. Faraci ☐ ☐ ☐
1d. Jody Freeman ☐ ☐ ☐
1e. Gay Huey Evans ☐ ☐ ☐
1f. Jeffrey A. Joerres ☐ ☐ ☐
1g. Ryan M. Lance ☐ ☐ ☐
1h. William H. McRaven ☐ ☐ ☐
1i. Sharmila Mulligan ☐ ☐ ☐
1j. Arjun N. Murti ☐ ☐ ☐
1k. Robert A. Niblock ☐ ☐ ☐
For Against Abstain
2. Proposal to ratify appointment of Ernst & Young LLP as ConocoPhillips' independent registered public accounting firm for 2019. ☐ ☐ ☐
3. Advisory Approval of Executive Compensation. ☐ ☐ ☐
4. In its discretion, upon such other matters that may properly come before the meeting or any adjournment or adjournments thereof.

Signature [PLEASE SIGN WITHIN BOX] Date
Signature (Joint Owners) Date

Table of Ernst & Young LLP as ConocoPhillips' independent registered public accounting firm for 2016. 1c. Charles E. Bunch ! ! ! 1d. James E. Copeland, Jr. 3. Advisory Approval of Executive Compensation. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" ITEMS 4-5. 1e. John V. Faraci ! ! ! ! ! ! 4. Report on Lobbying Expenditures. 1f. Jody L. Freeman 1g. Gay Huey Evans 5. Partial Deferral of Annual Bonus Based on Reserves Metrics. 1h. Ryan M. Lance 6. In its discretion, upon such other matters that may properly come before the meeting or any adjournment or adjournments thereof. 1i. Arjun N. Murti 1j. Robert A. Niblock 1k. Harald J. Norvik Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Contents

ADMISSION TICKET
If you plan on attending the Annual Meeting of Stockholders, you will be required to verify that you are a stockholder by presenting this admission ticket or proof of ownership together with valid picture identification.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. ~~E04537-Z67071~~

E66836-Z74444

ConocoPhillips Savings Plan
CONFIDENTIAL VOTING DIRECTION
ConocoPhillips Annual Meeting of Stockholders May ~~10, 2016~~ 14, 2019
The undersigned hereby directs that Vanguard Fiduciary Trust Company, Trustee of the ConocoPhillips Savings Plan ("Savings Plan"), vote all shares of ConocoPhillips Common Stock representing your interest in the Savings Plan (described on the back of this Voting Direction card) at the ConocoPhillips Annual Meeting of Stockholders to be held at the Omni Houston Hotel at Westside, 13210 Katy Freeway, Houston, Texas, on May ~~10, 2016,~~14, 2019, at 9:00 a.m., Central Time, and at any adjournment thereof, in the manner indicated on the back of this card as to the matters shown and at its discretion as to any other matters that come before the meeting, all as described in the Notice and Proxy Statement.
If Broadridge, the Tabulator for the Trustee, ~~The~~ Vanguard Fiduciary Trust Company, does not receive this Voting Direction card by 11:59 p.m. EDT on May ~~5, 2016,~~9, 2019, if you do not fill in any boxes on the back of this card, if you return this card unsigned, or if you do not vote by Internet or telephone on or before May ~~5, 2016,~~9, 2019, any shares in the Savings Plan that you otherwise could have directed will be directed by other eligible ~~employees~~participants who elect to direct such shares.
ConocoPhillips has acknowledged and agreed to honor the confidentiality of your voting instructions to the Trustee. The Trustee will keep your voting instructions confidential.
This package contains your confidential Voting Direction card to instruct the Trustee of the Savings Plan how to vote the shares of ConocoPhillips Common Stock described on the back of the card representing your interest in the Savings Plan.
Also enclosed is the Company's ~~2015~~2018 Annual Report along with the Notice and Proxy Statement for the ~~2016~~2019 Annual Meeting. Please use these documents to help you decide how to direct the way the Trustee (Vanguard Fiduciary Trust Company) should vote.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE ~~ADMISSION TICKET If you plan on attending the Annual Meeting~~

Table of ~~Stockholders, you will be required to verify that you are a stockholder by presenting this admission ticket or proof of ownership together with valid picture identification.~~
Contents

16930 PARK ROW DR.
SPIRIT ONE, #15-N055
HOUSTON, TX 77084
VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May ~~3, 2016.~~9, 2019. Have your Voting Direction card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ~~600 N. DAIRY ASHFORD PETROLEUM BUILDING #3038 HOUSTON, TX 77079~~
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by ConocoPhillips in mailing proxy materials, you can consent to receiving all future proxy statements, Voting Direction cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May ~~3, 2016.~~9, 2019. Have your Voting Direction card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your Voting Direction card and return it in the postage-paid envelope we have provided or return it to ConocoPhillips, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E04586-Z67073 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY~~

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E66871-Z74445 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS VOTING DIRECTION CARD IS VALID ONLY WHEN SIGNED AND DATED. CONOCOPHILLIPS THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1-3. 1. ELECTION OF DIRECTORS Nominees: For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 1a. Richard L. Armitage For Against Abstain ! ! ! 2.
CONOCOPHILLIPS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1-3.
1. ELECTION OF DIRECTORS
Nominees: For Against Abstain
1a. Charles E. Bunch ☐ ☐ ☐
1b. Caroline Maury Devine ☐ ☐ ☐
1c. John V. Faraci ☐ ☐ ☐
1d. Jody Freeman ☐ ☐ ☐
1e. Gay Huey Evans ☐ ☐ ☐
1f. Jeffrey A. Joerres ☐ ☐ ☐
1g. Ryan M. Lance ☐ ☐ ☐
1h. William H. McRaven ☐ ☐ ☐
1i. Sharmila Mulligan ☐ ☐ ☐
1j. Arjun N. Murti ☐ ☐ ☐
1k. Robert A. Niblock ☐ ☐ ☐
For Against Abstain
2. Proposal to ratify appointment of Ernst & Young LLP as ConocoPhillips' independent registered public accounting firm for 2019. ☐ ☐ ☐
3. Advisory Approval of Executive Compensation. ☐ ☐ ☐
4. In its discretion, upon such other matters that may properly come before the meeting or any adjournment or adjournments thereof.

Signature [PLEASE SIGN WITHIN BOX] Date
Signature (Joint Owners) Date

Table of Ernst & Young LLP as ConocoPhillips' independent registered public accounting firm for 2016. 1b. Richard H. Auchinleck 1c. Charles E. Bunch ! ! ! 3. Advisory Approval of Executive Compensation. 1d. James E. Copeland, Jr. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" ITEMS 4-5. 1e. John V. Faraci ! ! ! ! ! ! 4. Report on Lobbying Expenditures. 1f. Jody L. Freeman 1g. Gay Huey Evans 5. Partial Deferral of Annual Bonus Based on Reserves Metrics. 1h. Ryan M. Lance 6. In its discretion, upon such other matters that may properly come before the meeting or any adjournment or adjournments thereof. 1i. Arjun N. Murti 1j. Robert A. Niblock 1k. Harald J. Norvik Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateContents

ADMISSION TICKET
If you plan on attending the Annual Meeting of Stockholders, you will be required to verify that you are a stockholder by presenting this admission ticket or proof of ownership together with valid picture identification.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. ~~E04587-Z67073 CONOCOPHILLIPS UK, Australia, Norway Plans~~

E66872-Z74445

ConocoPhillips Savings Plan
CONFIDENTIAL VOTING DIRECTION
ConocoPhillips Annual Meeting of Stockholders May ~~10, 2016~~ 14, 2019
The undersigned hereby directs that Vanguard Fiduciary Trust Company, Trustee of the ConocoPhillips Savings Plan ("Savings Plan"), vote all shares of ConocoPhillips Common Stock representing your interest in the Savings Plan (described on the back of this Voting Direction card) at the ConocoPhillips Annual Meeting of Stockholders to be held at the Omni Houston Hotel at Westside, 13210 Katy Freeway, Houston, Texas, on May 14, 2019, at 9:00 a.m., Central Time, and at any adjournment thereof, in the manner indicated on the back of this card as to the matters shown and at its discretion as to any other matters that come before the meeting, all as described in the Notice and Proxy Statement.
If Broadridge, the Tabulator for the Trustee, Vanguard Fiduciary Trust Company, does not receive this Voting Direction card by 11:59 p.m. EDT on May 9, 2019, if you do not fill in any boxes on the back of this card, if you return this card unsigned, or if you do not vote by Internet or telephone on or before May 9, 2019, any shares in the Savings Plan that you otherwise could have directed will be directed by other eligible participants who elect to direct such shares.
ConocoPhillips has acknowledged and agreed to honor the confidentiality of your voting instructions to the Trustee. The Trustee will keep your voting instructions confidential.
This package contains your confidential Voting Direction card to instruct the Trustee of the Savings Plan how to vote the shares of ConocoPhillips Common Stock described on the back of the card representing your interest in the Savings Plan.
Also enclosed is the Company's 2018 Annual Report along with the Notice and Proxy Statement for the 2019 Annual Meeting. Please use these documents to help you decide how to direct the way the Trustee (Vanguard Fiduciary Trust Company) should vote.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE

Table of Contents

16930 PARK ROW DR.
SPIRIT ONE, #15-N055
HOUSTON, TX 77084
VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 7, 2019. Have your Voting Direction card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by ConocoPhillips in mailing proxy materials, you can consent to receiving all future proxy statements, Voting Direction cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 7, 2019. Have your Voting Direction card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your Voting Direction card and return it in the postage-paid envelope we have provided or return it to ConocoPhillips, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E66874-Z74446 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS VOTING DIRECTION CARD IS VALID ONLY WHEN SIGNED AND DATED.
CONOCOPHILLIPS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1-3.
1. ELECTION OF DIRECTORS
Nominees: For Against Abstain
1a. Charles E. Bunch ☐ ☐ ☐
1b. Caroline Maury Devine ☐ ☐ ☐
1c. John V. Faraci ☐ ☐ ☐
1d. Jody Freeman ☐ ☐ ☐
1e. Gay Huey Evans ☐ ☐ ☐
1f. Jeffrey A. Joerres ☐ ☐ ☐
1g. Ryan M. Lance ☐ ☐ ☐
1h. William H. McRaven ☐ ☐ ☐
1i. Sharmila Mulligan ☐ ☐ ☐
1j. Arjun N. Murti ☐ ☐ ☐
1k. Robert A. Niblock ☐ ☐ ☐
For Against Abstain
2. Proposal to ratify appointment of Ernst & Young LLP as ConocoPhillips' independent registered public accounting firm for 2019. ☐ ☐ ☐
3. Advisory Approval of Executive Compensation. ☐ ☐ ☐
4. In its discretion, upon such other matters that may properly come before the meeting or any adjournment or adjournments thereof.

Signature [PLEASE SIGN WITHIN BOX] Date
Signature (Joint Owners) Date

Table of Contents

ADMISSION TICKET
If you plan on attending the Annual Meeting of Stockholders, you will be required to verify that you are a stockholder by presenting this admission ticket or proof of ownership together with valid picture identification.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

E66875-Z74446

CONOCOPHILLIPS UK, Australia, Norway Plans
CONFIDENTIAL VOTING DIRECTION
ConocoPhillips Annual Meeting of Stockholders May 14, 2019
The undersigned hereby directs that EES Trustees Limited, Trustee of the ConocoPhillips Share Incentive Plan, ConocoPhillips Overseas Stock Savings Plan (Australia or Norway), Conoco Stock Ownership Plan, Employee Share Allocation Scheme of Phillips Petroleum Company United Kingdom Limited, and/or Conoco Employee Share Ownership Plan (the "Plan"), vote all shares of ConocoPhillips Common Stock (described on the back of this Voting Direction card) at the ConocoPhillips Annual Meeting of Stockholders to be held at the Omni Houston Hotel at Westside, 13210 Katy Freeway, Houston, Texas, on May ~~10, 2016,~~14, 2019, at 9:00 a.m., Central Time, and at any adjournment thereof, in the manner indicated on the back of this card as to the matters shown and at its discretion as to any other matters that come before the meeting, all as described in the Notice and Proxy Statement.
In order for your vote to be counted, Broadridge, the Tabulator for the Trustee, EES Trustees Limited, must receive this Voting Direction card no later than 11:59 p.m. EDT on May ~~3, 2016.~~7, 2019. If Broadridge, the Tabulator for the Trustee, ~~Vanguard Fiduciary Trust Company,~~EES Trustees Limited does not receive this Voting Direction card by 11:59 p.m. EDT on May ~~3, 2016,~~7, 2019, if you do not fill in any boxes on the back of this card, if you return this card unsigned, or if you do not vote by Internet or telephone on or before May ~~3, 2016,~~7, 2019, any shares held in the ConocoPhillips Overseas Savings Plan (Australia or Norway) or the Employee Share Allocation Scheme of Phillips Petroleum Company United Kingdom Limited that you otherwise could have directed will be voted in the same proportion as the shares for which the Trustee has received instructions. Any such shares held in the ConocoPhillips Share Incentive Plan, the Conoco Stock Ownership Plan or the Conoco Employee Share Ownership Plan will not be voted by the Trustee.
ConocoPhillips has acknowledged and agreed to honor the confidentiality of your voting instructions to the Trustee. The Trustee will keep your voting instructions confidential.
This package contains your confidential Voting Direction card to instruct the Trustee of the Plan how to vote the shares of ConocoPhillips Common Stock described on the back of the card representing your interest in the Plan.
Also enclosed is the Company's ~~2015~~2018 Annual Report along with the Notice and Proxy Statement for the ~~2016~~2019 Annual Meeting. Please use these documents to help you decide how to direct the way the Trustee (EES Trustees Limited) should vote. Continued and to be signed on reverse side ADMISSION TICKET If you plan on attending the Annual Meeting of Stockholders, you will be required to verify that you are a stockholder by presenting this admission ticket or proof of ownership together with valid picture identification.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE



EQUITY COMPENSATION PLAN INFORMATION	101

SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS AND NOMINATIONS	103
Rule 14A-8 Stockholder Proposals	103
Proxy Access Nominations	103
Other Proposals/Nominations Under the Advance Notice By-Law	103
How to Reach our Corporate Secretary	103

AVAILABLE INFORMATION AND QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING	104
Available Information	104
Attending the Annual Meeting	104
Stockholders of Record and Beneficial Stockholders: Know Which One You Are	104
Who Can Vote and How	105
Business to Take Place at the Meeting	106
Proxies	108
Ways to Get our Proxy Statement and Annual Report	108

APPENDIX A		109
~~ConocoPhillips~~ ~~2016 PROXY STATEMENT~~Non-GAAP Financial Measures	109
Other Measures	111

STOCKHOLDER INFORMATION	3112

	Write to:		Call:		Email:		Annual Meeting Website:

ConocoPhillips Board of Directors c/o Corporate Secretary ConocoPhillips P.O. Box 4783 Houston, TX 77210-4783		(281) 293-3030		boardcommunication@ conocophillips.com		www.conocophillips.com/ annualmeeting

We contacted our top 50 stockholders representing over:	Management and, in some instances, our HRCC Chair, Robert A. Niblock, held meetings with stockholders representing approximately:	Matters discussed during these meetings included our strategy and value proposition, corporate governance, executive compensation, human capital management, culture, climate change, and sustainability.


~~ConocoPhillips~~ ~~2016 PROXY STATEMENT~~		5

	What We Learned from Our Meetings with Stockholders
	What We Learned from Our Meetings with Stockholders

>	Stockholders commended the changes to our compensation programs as being very responsive to stockholder concerns previously expressed and appreciated the improved disclosures regarding our programs
>	Stockholders applauded the gender diversity, composition, and refreshment of our Board
>	Stockholders appreciated the opportunity to meet with our Governance Leadership Team and members of our Board for open discussion and to directly ask management questions
>	Stockholders were interested in how our Board and senior management influence our values and workforce and appreciated learning more about the importance ConocoPhillips places on our people and cultivating a corporate culture of integrity
>	Stockholders were interested in our governance and performance on sustainable development risk management and provided positive feedback on our continued leadership in sustainability initiatives and disclosures

	Changes Informed by Stockholder Input
	Changes Informed by Stockholder Input

As part of our continued commitment to constructive engagement with our stockholders, we devote a meaningful amount of time to discussing the views voiced by our stockholders and share such input with our Board and its committees, where applicable, for their consideration. Our dialogue has led to the following changes:
>	Continued to evolve our stockholder engagement process to better connect with and understand the views of our stockholders
>	Provided additional disclosures regarding our commitment to culture and human capital management (seepages 23-24)
>	Increased transparency around targets and results for our annual and long-term incentive programs (seepages 67-74)
>	Expanded our compensation peer selection to include broader general industry companies that are more comparable in terms of size and scale, as well as other energy companies (seepages 60-62)
>	Replaced stock options with time-vested restricted stock units to balance risk, retention, and dilution
>	Increased the weighting of performance shares from 60 percent to 65 percent, eliminated stock options, and assigned a weight of 35 percent to the time-vested restricted stock units
>	Effective with performance share programs commencing in 2019, eliminated the Strategic Objectives performance measure from the Performance Share Program and increased the weighting of relative TSR from 50% to 60% and relative Financial metrics (Adjusted ROCE/CROCE) from 30% to 40%
>	Published our climate change report, Managing Climate-Related Risks
>	Joined the Climate Leadership Council to participate in constructive public policy dialogue

>	Chairman of the Board and Chief Executive Officer: Ryan M. Lance
>	Lead Director: Robert A. Niblock*
>	Active engagement by all directors
>	10 of our 11 director nominees are independent
>	All members of the Audit and Finance Committee, Human Resources and Compensation Committee, Committee on Directors’ Affairs, and Public Policy Committee are independent


Director		Matters Considered
~~Richard H. Auchinleck~~		~~Ordinary course business transactions with Telus Corporation~~
Charles E. Bunch		Ordinary course business transactions with Marathon Petroleum Corporation
~~James E. Copeland, Jr.~~	Caroline Maury Devine	Ordinary course business transactions with ~~Time Warner Cable~~Technip and Petroleum Geo-Services ASA
~~Jody Freeman~~	John V. Faraci	Ordinary course business transactions with ~~Harvard~~National Fish and Wildlife Foundation, the American Enterprise Institute, and Denison University
Gay Huey Evans	Ordinary course business transactions with Standard Chartered PLC
Jeffrey A. Joerres	Ordinary course business transactions with Johnson Controls International plc
William H. McRaven	Ordinary course business transactions with The ~~Financial Reporting Council and Standard Chartered PLC~~
~~Robert A. Niblock~~		~~Ordinary course business transactions with Lowe's Companies, Inc.~~
~~Harald J. Norvik~~		~~Ordinary course business transactions with Petroleum Geo-Services ASA~~University of Texas System

Board of Directors



Audit and Finance Committee >Financial/reserve reporting >Compliance and ethics >Cybersecurity	Human Resources and Compensation Committee >Retention >Compensation programs >Diversity and inclusion	Committee on Directors’ Affairs >Executive succession planning >Corporate governance policies and procedures	Public Policy Committee >Health, safety, and environmental >Operational integrity >Political and regulatory

	The Audit and Finance Committee manages and coordinates risk oversight efforts of all committees

Policies & Training	Board Oversight	Internal Resources	Investigative Processes

>Code of Business Ethics and Conduct; mandatory annual attestations completed by all employees >Equal Employment Opportunity and Affirmative Action Policies/Programs >Workplace Harassment Prevention Training required for all employees	>Audit and Finance Committee provides oversight to Global Compliance & Ethics organization (“GC&E”) >Five in-person Committee/Board meetings throughout the year >Compliance program activity, key metrics and aggregate investigative updates shared with the Audit and Finance Committee	>Multiple avenues to seek guidance or report workplace ethical concerns >Ethics Helpline, accessible by phone or online >Employees can also report to Supervisor, Human Resources representatives, or directly to GC&E	>Fair and confidential investigative processes conducted by an independent investigator >Anonymous reporting always available, zero tolerance for retaliation >GC&E reviews all investigation summaries and recommendations to ensure global consistency


	Executive
	Executive
~~ConocoPhillips~~ ~~2016 PROXY STATEMENT~~		9


	~~Directors'~~Directors’ Affairs
	~~Directors'~~Directors’ Affairs


2018 meetings \|5		Primary responsibilities
	Richard H. Auchinleck* ~~Richard L. Armitage~~ Robert A. Niblock\|Chair Charles E. Bunch C. Maury Devine Jody Freeman Jeffrey A. Joerres		•> Selects and recommends director candidates ~~to the Board~~ to be submitted for election at the Annual Meeting and to fill any vacancies on the Board. • >Recommends committee assignments to the Board. • >Reviews and recommends to the Board compensation and benefits policies for non-employee directors. • >Monitors the orientation and continuing education programs for directors. • >Conducts an annual assessment of the qualifications and performance of the Board and each of the directors. • >Reviews and reports to the Board annually on ~~succession planning~~the succession-planning process for the CEO and senior management. • >Assists the Board in fulfilling its oversight of enterprise risk management, particularly risks in connection with ~~the Company's~~ governance policies and procedures.	6


2018 meetings \|5		Primary responsibilities
Jody Freeman\|Chair C. Maury Devine Gay Huey Evans Arjun N. Murti Robert A. Niblock	Harald J. Norvik* ~~Richard L. Armitage~~ ~~Jody Freeman~~	•> Advises the Board on current and emerging domestic and international public policy issues. • >Assists the Board in ~~the development~~developing and ~~review of~~reviewing policies and budgets for charitable and political contributions. • >Reviews and makes recommendations to the Board on, and monitors ~~the Company's~~ compliance with, ~~its~~ policies, programs, and practices with regard to ~~among other things,~~ health, safety, ~~and~~ environmental protection, government relations, and ~~government relations.~~similar matters. • >Assists the Board in fulfilling its oversight of enterprise risk management, particularly risks in connection with social, political, safety, and environmental, operational integrity, and public policy aspects of ~~the Company's~~our business and the communities ~~in which it operates.~~	5where we operate.

>	Lead Director—$35,000
>	Chair of the Audit and Finance Committee—$25,000
>	Chair of the Human Resources and Compensation Committee—$20,000
>	Chair of any other committee—$10,000
>	All other Audit and Finance Committee members—$10,000
>	All other Human Resources and Compensation Committee members—$7,500
>	All other committee members—$5,000

Name	Fees Earned or Paid in Cash⁽¹⁾		Stock Awards⁽²⁾⁽³⁾		Option Awards	Non-Equity Incentive Plan Compensation	Change in Pension Value and Nonqualified Deferred Compensation on Earnings	All Other Compensation⁽⁴⁾		Total
R.L. Armitage (retired)⁽⁵⁾	$	52,083	$	220,008	$—	$—	$—	$	7,100	$	279,191
R.H. Auchinleck (retired)⁽⁶⁾		69,927		220,008	—	—	—		19,328		309,263
C.E. Bunch		128,958		220,008	—	—	—		10,000		358,966
C.M. Devine		130,000		220,008	—	—	—		10,000		360,008
J.V. Faraci		147,771		220,008	—	—	—		10,000		377,779
J. Freeman		128,333		220,008	—	—	—		—		348,341
G. Huey Evans		130,000		220,008	—	—	—		—		350,008
J.A. Joerres		65,174		—	—	—	—		—		65,174
W.H. McRaven		33,125		—	—	—	—		—		33,125
S. Mulligan		131,667		220,008	—	—	—		—		351,675
A.N. Murti		130,000		220,008	—	—	—		—		350,008
R.A. Niblock		140,455		220,008	—	—	—		10,000		370,463
H.J. Norvik		156,155		220,008	—	—	—		—		376,163

>	~~Non-Employee Director~~Lead Director—$35,000
>	Chair of the Audit and Finance Committee—$25,000
>	Chair of the Human Resources and Compensation ~~Table~~Committee—$20,000
>	Chair of any other committee—$10,000
>	All other Audit and Finance Committee members—$10,000
>	All other Human Resources and Compensation Committee members—$7,500
>	All other committee members—$5,000


Name		Fees Earned or Paid in Cash	(1)		Stock Awards	(2)(3)		Option Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation on Earnings		All Other Compensation	(4)		Total
R.L. Armitage	$	125,000		$	220,002		$	–	$	–	$	–	$	7,500		$	352,502
R.H. Auchinleck		167,786			220,002			–		–		–		–			387,788
C.E. Bunch		125,000			220,002			–		–		–		10,000			355,002
J.E. Copeland, Jr.		140,000			220,002			–		–		–		10,000			370,002
J.V. Faraci		125,000			220,002			–		–		–		–			345,002
J. Freeman		127,500			220,002			–		–		–		4,500			352,002
G. Huey Evans		125,000			220,002			–		–		–		10,000			355,002
A.N. Murti		125,334			220,002			–		–		–		–			345,336
R.A. Niblock		140,233			220,002			–		–		–		25,000			385,235
H.J. Norvik		132,851			220,002			–		–		–		–			352,853
W.E. Wade, Jr. (retired)(5)		53,125			220,002			–		–		–		20,573			293,700

			Amounts shown include prorated amounts attributable to committee reassignments, which may occur during the year. Amounts shown in theFees Earned or Paid in Cashcolumn include any amounts that were voluntarily deferred to the Director Deferral Plan, received in ConocoPhillips common stock, or received in restricted stock units. Messrs. Auchinleck, Faraci, Joerres, Niblock, and Norvik received 100% of their cash compensation in restricted stock units in 2018, with an aggregate grant date fair value as shown in the table. All other directors received their cash compensation in cash or deferred such amounts into the Director Deferral Plan.
	⁽²⁾	Amounts represent the aggregate grant date fair value of stock awards granted under our non-employee director compensation program. On January 16, 2018, each non-employee director received a 2018 annual grant of restricted stock units with an aggregate value of $220,000 based on the average of the high and low price for our common stock, as reported on the NYSE, on the grant date. These grants are made in whole shares, with fractional share amounts rounded up, resulting in a grant of shares with a value of $220,008 to each person who was a director on January 16, 2018.
⁽³⁾	The following table reflects, for each director, the aggregate number of stock awards outstanding as of December 31, 2018:

Name				Number of Deferred Shares or Units of Stock
~~R.L. Armitage~~		~~28,021~~
R.L. Armitage (retired)	—
R.H. Auchinleck (retired)		~~96,899~~	—
C.E. Bunch		~~3,699~~	18,212
~~J.E. Copeland, Jr.~~C.M. Devine		~~47,130~~	3,763
J.V. Faraci		~~3,699~~	23,565
J. Freeman		~~10,536~~	21,740
G. Huey Evans		~~7,228~~	21,976
J.A. Joerres	932
W.H. McRaven	—
S. Mulligan	3,763
A.N. Murti		~~5,809~~	26,302
R.A. Niblock		~~25,619~~	50,206
H.J. Norvik		~~51,209~~
~~W.E. Wade, Jr. (retired)(5)~~		~~32,795~~	77,371

Name	Number of Shares Acquired on Award Delivery	Value Realized Upon Award Delivery
R.L. Armitage (retired)	44,152	$	2,910,575
R.H. Auchinleck (retired)	125,929		8,560,474
C.E. Bunch	—		—
C.M. Devine	—		—
J.V. Faraci	—		—
J. Freeman	3,716		242,255
G. Huey Evans	—		—
J.A. Joerres	—		—
W.H. McRaven	—		—
S. Mulligan	—		—
A.N. Murti	—		—
R.A. Niblock	—		—
H.J. Norvik	—		—

Name	Tax Reimbursement Gross-Up^(a)		Retirement Gift Presentation^(b)		Matching Gift Amounts^(c)		Total
R.L. Armitage (retired)	$	—	$	—	$	7,100	$	7,100
R.H. Auchinleck (retired)		7,497		11,831		—		19,328
C.E. Bunch		—		—		10,000		10,000
C.M. Devine		—		—		10,000		10,000
J.V. Faraci		—		—		10,000		10,000
J. Freeman		—		—		—		—
G. Huey Evans		—		—		—		—
J.A. Joerres		—		—		—		—
W.H. McRaven		—		—		—		—
S. Mulligan		—		—		—		—
A.N. Murti		—		—		—		—
R.A. Niblock		—		—		10,000		10,000
H.J. Norvik		—		—		—		—

	(a)	The amounts shown are for payments by ConocoPhillips relating to certain taxes incurred by the director for imputed income. These occurred when a retirement presentation was made to Mr. Auchinleck upon his retirement from the Board. ConocoPhillips has a practice of making gift presentations to its retiring directors, especially those of long service. The fair value of the retirement presentation was imputed to Mr. Auchinleck’s income. In such circumstances, if a director is imputed income in accordance with applicable tax laws, ConocoPhillips generally will reimburse the director for the resulting increased tax costs. All such tax reimbursements have been included above, regardless of whether the corresponding perquisite or personal benefit is required to be reported pursuant to SEC rules and regulations.
	(b)	The amounts shown are the fair value for a retirement presentation and costs for Mr. Auchinleck’s spouse to travel to attend his retirement event. ConocoPhillips has a practice of making gift presentations to its retiring directors, especially those of long service.
	(c)	ConocoPhillips maintains a Matching Gift Program under which we match certain gifts by directors to charities and educational institutions, excluding religious, political, fraternal, or athletic organizations, that are tax-exempt under Section 501(c)(3) of the Internal Revenue Code of the United States or meet similar requirements under the applicable law of other countries. For active directors, the program matches up to $10,000 in each program year. Administration of the program can cause us to pay more than $10,000 in a single fiscal year due to a lag in processing claims. The amounts shown are for the actual payments by ConocoPhillips in 2018. Mr. Lance is eligible for the Matching Gift Program as an executive rather than as a director. Information on the value of matching gifts for Mr. Lance is provided in theSummary Compensation Table onpage 79 and the notes to that table.
(5)	Mr. Armitage retired from the Board effective May 15, 2018. The amounts in the table above include his prorated compensation reflecting the portion of 2018 that he served as a director.
(6)	Mr. Auchinleck retired from the Board effective May 15, 2018. The amounts in the table above include his prorated compensation reflecting the portion of 2018 that he served as a director.

	Stock Awards

Name	Number of Shares Acquired on Award Delivery		Value Realized Upon Award Delivery
R.L. Armitage		–	$	–
R.H. Auchinleck		–		–
C.E. Bunch		–		–
J.E. Copeland, Jr.		–		–
J.V. Faraci		–		–
J. Freeman		–		–
G. Huey Evans		–		–
A.N. Murti		–		–
R.A. Niblock		–		–
H.J. Norvik		–		–
W.E. Wade, Jr. (retired)(a)		2,163		111,571


Name		Tax Reimbursement Gross-Up	(a)		Matching Gift Amounts	(b)		Total
R.L. Armitage	$	–		$	7,500		$	7,500
R.H. Auchinleck		–			–			–
C.E. Bunch		–			10,000			10,000
J.E. Copeland, Jr.		–			10,000			10,000
J.V. Faraci		–			–			–
J. Freeman		–			4,500			4,500
G. Huey Evans		–			10,000			10,000
A.N. Murti		–			–			–
R.A. Niblock		–			25,000			25,000
H.J. Norvik		–			–			–
W.E. Wade, Jr. (retired)(5)		5,573			15,000			20,573

Deliberate, assess, and prepare

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The Board regularly assesses and monitors investor sentiment, stockholder voting results, and trends in governance, executive compensation, human capital management, culture, regulatory, environmental, social, and other matters. With that foundation, the Board identifies and prioritizes potential topics for stockholder engagement.

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