Notice of 20222024 Annual Meeting and Proxy Statement
				April 7, 202211, 2024

Dear Shareholder:

We invite you to attend the annual meeting of shareholders on Wednesday, May 25, 2022,29, 2024, beginning promptly at 9:30 a.m. Central Time. The annual meeting of shareholders will be a virtual meeting. This format will help provide for a safe experience for our shareholders, employees, and other members of the community, and provide broader access and participation in the meeting versus an in-person meeting. Shareholders will be able to attend, vote, and submit questions during the annual meeting from any remote location that has Internet connectivity. We believe this approach provides for equitable participation and enhances accessibility to the meeting. Online access will be available approximately 15-minutes15 minutes prior to the annual meeting start time at www.virtualshareholdermeeting.com/XOM2022XOM2024. Please see page 5 for detailed instructions for attending and participating in the annual meeting.

At the meeting, you will hear a report on our business and vote on the following items:

Only shareholders of record on April 1, 2022,3, 2024, or their valid proxy holders may vote at the meeting. We are first mailing these proxy materials to shareholders of record on or about April 7, 2022.11, 2024.

This booklet includes the formal notice of the meeting and proxy statement. The proxy statement tells you about the agenda, procedures, and rules of conduct for the meeting. It also describes how the Board operates, gives information about our director candidates, and provides information about the other items of business to be conducted at the meeting.

Financial information is provided separately in the 20212023 Annual Report that accompanies or precedes the proxy materials or is made available online to all shareholders.

Your vote is important. Even if you own only a few shares, we want your voice to be represented at the meeting.You can vote your shares by Internet, toll-free telephone call, or proxy card. Apreliminary summary of 20222024 Proxy Voting Results will be available at exxonmobil.com after the annual meeting of shareholders and will be filed on a Form 8-K within four business days of the meeting.

Sincerely,

				Darren W. Woods
				Chairman of the Board, Chief Executive Officer, Exxon Mobil Corporation
			Chief Executive Officer,
	Exxon Mobil Corporation

Dear Fellow Shareholders:

I am pleased to invite you to the 20222024 Exxon Mobil Corporation virtual Annual Shareholder Meetingannual shareholder meeting on May 25, 2022, beginning at 9:30 a.m. Central Time.29, 2024.

ExxonMobilAs I reflect on the past year, I have tremendous pride in what our people accomplished – and great confidence that they will continue to deliver leading performance in the years ahead building on the progress we’ve made to improve our earnings power through a robust, long-term strategy, ambitious plans, and execution excellence.

In 2023, we sustained our industry-leading personnel safety performance¹ and delivered exceptionaloutstanding financial and operatingoperational performance in 2021 that supported a dividend increase, restored our balance sheet, and achieved our 2025 emission-reduction goals four years early.

These results were driven by a focused and disciplined strategy that leverages our competitive advantages to build globally competitive businesses with industry-leading earnings, shareholder distributions, and three- and five-year total shareholder return. Since 2019, we’ve grown earnings at a compound annual growth rate (CAGR) of more than 40% and cash flow growth acrossat a broad rangeCAGR of future scenarios.more than 15% – both well ahead of our nearest peer.² We brought three large projects on-line in Guyana, Beaumont, and Baytown, and we are advancing an array of large-scale projects toward startup in 2025 that none of our competitors can match. That includes starting up Yellowtail, the fourth production development in Guyana, as well as a world class chemical plant in Guangdong, China to supply the growing local market.

Society has two essential asks of our industry today: increase the supply of energy and products essential to modern life and reduce greenhouse gas emissions. That’s our “and” equation. At this year’s meeting, we’ll highlightshare how we continue to make progress to address both challenges to help meet society’s evolving needs.

This includes our work to strengthen our already advantaged portfolio – as seen in the progress we’ve madePermian Basin and Guyana, where we grew year-over-year production by 18%, and in our Product Solutions business, where expansions in our Beaumont refinery and Baytown chemical complex have grown capacity significantly.

Value-accretive acquisitions also play a critical role. Denbury positions us to structurally reduce costs, enhance capital efficiency,accelerate our lower-emission carbon capture and storage offerings and drive improvements acrossstrong returns in our businesses to maximize shareholder returns. We’ll also share howLow Carbon Solutions business. Pioneer Natural Resources, once closed, will further transform our businessesalready advantaged Upstream portfolio and strategy are resilient across a broad range of future energy transition scenarios. We’re significantly increasing investments in high-value lower-emission business opportunities and taking a comprehensive approach to reaching our ambition of net-zero operated Scope 1 and 2 greenhouse gaslower emissions by 2050.accelerating Pioneer’s net-zero plans by 15 years.

We planOur plans include more than $20 billion in lower-emission investments through 2027. About half of that investment is focused on reducing our own emissions intensity, and half on reducing emissions for third parties. The portfolio of opportunities we see in carbon capture and storage, hydrogen, biofuels, and lithium production could reduce third-party emissions by more than 50 million metric tons per year by 2030 while generating attractive returns.³

On behalf of the Board and our entire Company, I want to play a significant leadership role in global effortsthank you for your support as we work to reduce emissions in support of a net-zero future. The same capabilities, technical strengths, and market experience that have positioned us to meet society’s essential needs, will also enable us to develop and deploy lower-emission solutions to address climate change.grow long-term shareholder value.

WeI look forward to sharing more with you at our Annual Shareholder Meeting. Thank you for investing in ExxonMobil.annual shareholder meeting.

				Joseph L. Hooley Board of Directors, Lead Director, Exxon Mobil Corporation
	Kenneth C. Frazier
	Lead Director,
	Exxon Mobil Corporation

Dear Fellow Shareholders:

As ExxonMobil’sDuring my two years as Independent Lead Director, I am proudhave worked with the other ExxonMobil directors to provide oversight of the progressCompany’s efforts to implement its strategy. As demonstrated by our operating and financial results, the commitment and hard work of our people is paying off. ExxonMobil continues to be a leader in its established businesses and in developing exciting, new emission-reduction businesses. The Board remains focused on helping the Company has made to build shareholderon its success and grow long-term value and further its leadership inas we meet the energy transition.evolving needs of society.

In 2021, fiverecent years, we have added a number of new directorsmembers to our Board with relevant and diverse skills. Since our last annual shareholder meeting, one additional highly qualified director joined the Board, addingand we expect to itsadd two more once we complete the acquisition of Pioneer Natural Resources.

In deciding on new Board members, we look to complement and build on existing diverse skillsetsskills and leadership with additional expertiseexperiences to strengthen the Board in energy, business transition, and capital allocation.

The Board is highly engaged in future business planning and focused on ensuring the Company tests its assumptions, consistently challenges conventional thinking, and pursues high-value solutions. The perspectives of all our members are helping informproviding effective oversight to help the Company’s strategy, strengthen our competitive position, and maximizemanagement grow shareholder returns.

As a Board, we support the Company’s pursuit of industry leadership across a variety of key metrics, includingvalue. Each new director participates in the advancement of lower-emission opportunities. The progress to date has been impressive. The Company delivered industry-leading results in 2021 while competitively positioning itself for the future. It announced a Scope 1 and 2 net-zero ambition by 2050 and is building asset-level emission-reduction roadmaps to achieve this goal. It is significantly increasing investments in lower-emission initiatives, which will help accelerate opportunities in its Low Carbon Solutions business and drive accelerated greenhouse gas emission reductions.

The Board’s goal is to ensure ExxonMobil is successful acrosscomprehensive onboarding sessions with senior leaders covering a wide range of scenarios, attopics, including the forefrontCompany’s strategies, objectives for major business lines and functional organizations, practices and policies, ethics, risk framework, the Global Outlook, technology, and capital allocation, as well as applicable legal and regulatory requirements.

The Board has a strong mix of industry innovation,experience with unique perspectives and positionedvaluable expertise to deliver leading shareholder valueadvise management in positioning ExxonMobil for continued success. Collectively and individually, our Board has vast knowledge and insights into the future. critically important areas, including energy, climate science, technology, safety, geopolitics, risk management, public policy, security, and capital allocation, among others.

It is a privilege to work with such a talented group.

The Company’s leading results in 2023 continue to demonstrate alignment with this goalthe effectiveness of the strategy endorsed by the Board. Our Company must continue to invest in projects with: advantaged cost of supply, world-scale production of performance products, and help position emissions reductions for hard-to-decarbonize industries. Continued excellence in execution will be key in meeting our ambitious plan objectives.

ExxonMobil to succeedhas set a high bar for 2024. I share Darren’s pride in an evolving energy landscape.

what the Company and its people have accomplished. Thank you for the trustconfidence you’ve placed in the Boardus and for your investment in ExxonMobil.this great Company.

TABLE OF CONTENTS

PROXY SUMMARY

ExxonMobil Board of Directors Nominees

ExxonMobil leverages its core capabilities to meet society’s needs forToday, society has two essential asks of our industry: reliably provide affordable energy and products essentialcritical to modern life while addressingand reduce greenhouse gas emissions. ExxonMobil continues to deliver on both as it helps society solve the challenge“and” equation. The Company is positioned to play a leading role in the energy transition, with a strategy built on its unique combination of climate change. The Company’s strategy uses its advantages inglobal scale, integration, technology, integrated businesses, functional excellence, and talent to buildworld-class people. This strategy has built globally competitive businesses that lead the industry in absolute earnings and cash flow, growth across a broad range of future scenarios. ExxonMobil is committed to playing a leading role in the energy transition, while retaining investment flexibility across aan advantaged portfolio of evolving opportunities to maximizegrow long-term shareholder returns.value.

The Board of Directors oversees the Company’sExxonMobil’s strategy and planning process, which includes assessing opportunitiesprocess. Each director brings a distinctive mix of skills, expertise, and risks related to climate changeexperience that strengthens Board deliberations and decision making. Important Board competencies include experience in capital-intensive and cyclical industries, the energy transition. The Board considers multiple potential scenarios as it deliberates strategytransition, climate science, public policy, and capital allocation to ensure the Company is well positioned to deliver shareholder value across a wide range of future pathways. In addition, the Board reviews assumptionstechnological research and sensitivities in testing projects and investments for resiliency. As an example, the Board oversaw the development of the Company’s plans through 2027 that included significantly increasing investments in lower-emission initiatives to $15 billion. The Board is also actively involved in discussions on technology development and deployment to further emission reductions and grow the Low Carbon Solutions business.

development. The Board refreshment process is led by the Board AffairsNominating and Governance Committee, which incorporates the perspectives of investors and external experts and shareholders. The Committee seeks a diverse slate of experienced andin its search for highly qualified candidates with diverse, relevant backgrounds.

The Board members who bring unique perspectiveshas endorsed the Company’s plans through 2027. In the Upstream business, the Company will continue to deliberationsactively manage its production portfolio with a focus on high-return, low-cost-of-supply assets, combined with structural cost savings and discussions. Important director competencies include experiencevolume growth. In Product Solutions, the Company is focused on making the most of its leading portfolio by maintaining strong operating performance (including best in risk management, global business leadership, finance, energy, industrial operations, science, technology,class safety), growing high-value products, reconfiguring integrated assets to meet demand, and research.by optimizing our value chains. The Company is also pursuing more than $20 billion in lower-emission investments, with approximately half focused on reducing the Company’s own emissions and half focused on providing solutions to lower the emissions of third parties.

The Board unanimously recommends you vote FOR

each of the ExxonMobil director candidates.candidate.

2024 Proxy Statement				1

GENERAL INFORMATION

Who May Vote

Shareholders of ExxonMobil, as recorded in our stock register on April 1, 2022,3, 2024, may vote at the meeting according to the instructions below.

How to Vote

Your vote is important. We recommend you vote by proxy even if you plan to participate in the virtual meeting.meeting. You may vote at the annual meeting according to the instructions below or by proxy.

If your shares are heldIn Appreciation for Your Vote

ExxonMobil will make a $1 charitable donation to Khan Academy_® in your name, you can voteappreciation of every retail shareholder account that votes prior to or at the meeting.

Khan Academy is a nonprofit organization working to provide a free, world-class education for anyone, anywhere. Khan Academy, Inc. offers practice exercises, instructional videos, and a personalized learning dashboard that empower learners of all ages to study at their own pace in and outside of the classroom. Their offerings help students succeed in math, science, computing, economics, and more, including test preparation (SAT, LSAT, and more). All Khan Academy content is available for free at www.khanacademy.org. Khan Academy also empowers teachers by proxyproviding classroom insights and detailed student profiles that help identify gaps in onestudent learning and provide tailored instruction. Millions of three convenient ways:students from all over the world, each with their own unique story, learn at their own pace on Khan Academy every single day.

Online		Telephone		Mail
Follow the instructions at investorvote.com/exxonmobil. You will need to have your proxy card or Notice of Internet Availability (Notice) in hand.		Call toll-free 1-800-652-8683 or 1-781-575-2300 (outside the United States, Canada, and Puerto Rico), and follow the instructions. You will need to have your proxy card or Notice in hand.		Complete, sign, date, and return your proxy card in the enclosed envelope. If you receive a Notice and would like to vote by mail, please follow the instructions in the Notice to obtain paper proxy materials.

How Proxies Work

ExxonMobil’s Board of Directors is asking for your proxy. Giving us your proxy means you authorize us to vote your shares at the meeting in the manner you direct on the proxy card from the Board of Directors.

If your shares are held in your name, you can vote by proxy in one of three convenient ways:

If you give us your signed proxybut do not specify how to vote, we will vote your shares as follows:

If you hold shares through someone else, such as a brokerage firm, bank, or intermediary, you will receive materials from that firm asking how you want to vote. Check the voting form used by that firm as most offer online or telephone voting in addition to mail.

4						20222024 Proxy Statement

Attendance at the Annual Meeting

You have received this proxy statement because you are a shareholder as of the record date. Attendance at the

annual meeting through the website www.virtualshareholdermeeting.com/XOM2022XOM2024 or any adjournment or postponement thereof will be limited to shareholders of the Company as of the close of business on the record date and to guests. You will not be able to attend the annual meeting in person at a physical location. Separate instructions for how to attend the annual meeting as ashareholder and have the ability to vote and/or submit a comment or question during the annual meeting are provided below for Registered Shareholders (those who hold shares through our transfer agent, Computershare, or participate in the Savings Plan) and Beneficial Shareholders (generally, those who hold shares through a bank or brokerage account).

Registered Shareholders must pre-register by 4:00 p.m. Central Time on May 18, 202222, 2024.

For Registered Shareholders who hold shares through our transfer agent, Computershare, or participate in the Savings Plan, you must request a 16-digit virtual meeting access (VMA) control number no later than 4:00 p.m. Central Time on Wednesday, May 18, 2022.22, 2024.

To request a VMA control number, please email Computershare at legalproxy@computershare.com.legalproxy@computershare.com with “VMA Request” in the subject line. Include your full name exactly as it appears on your account and include a copy of your proxy card or Notice. Alternatively, if you received your voting instructions via email, you may forward or attach that email. The 15-digit voter control number on your proxy card, Notice, or email allows you to vote your shares prior to and during the meeting but does not provide access to the virtual meeting.

meeting as a shareholder. You will receive an email response from Computershare within 7seven days of your request. The email response will include your VMA control number and instructions to attend the virtual meeting. Please check that you have received a response in advance of the meeting, as it may be possible that the email may be in your email spam or junk folder.

As a reminder, requests for VMA control numbers must be received at legalproxy@computershare.com no later than 4:00 p.m. Central Time on May 18, 2022.

Beneficial Shareholders

For Beneficial Shareholders who hold their shares through an intermediary, such as a bank or brokerage firm, the 16-digit control number can be found on the Notice of Internet Availability (Notice), voting instruction form, or other instructions you receive from your bank, brokerage firm, or other intermediary. Beneficial Shareholders can use their 16-digit control number to log in to attend the meeting, submit questions, and vote during the meeting.

Beneficial Shareholders who did not receive a 16-digit control number from their bank or brokerage firm who wish to attend the meeting should follow the instructions from their bank or brokerage firm, including any requirement to obtain a legal proxy. Most brokerage firms or banks allow a shareholder to obtain a legal proxy either online or by mail.

Attending as a Guest

Shareholders who do not pre-register for the virtual annual meeting (as specified above) or who do not have their 16-digit control number may still attend the meeting virtually as a guest by accessing the annual meeting website, www.virtualshareholdermeeting.com/XOM2022XOM2024, beginning 15-minutes15 minutes prior to the annual meeting’s scheduled start time and following the instructions provided to attend as a Guest.guest.

Guests at the virtual annual meeting will be able to listen to the meeting but will not be able to vote nor submit a comment or question during the annual meeting.

Submitting Questions and Voting at the Annual Meeting

Other than shareholders who attend as guests, all shareholders may submit questions and vote at the annual meeting by following the instructions that will be available on the annual meeting website. Even if you plan to attend the annual meeting,

2022 Proxy Statement				5

Submitting a Question Prior to the Annual Meeting

Shareholders may submit a comment or question prior to the annual meeting, beginning on May 2, 2022,1, 2024, by visiting

exxonmobil.com/investor and following the instructions on the website.

Questions received prior to or during the annual meeting will be answered as allotted time permits. In order to address as many topics as time permits, similar questions may be combined. In light of the number of business items on this year’s agenda and the need to conclude the annual meeting within a reasonable period of time, we cannot ensure that every shareholder who wishes to have a question or comment addressed during the annual meeting will be able to do so.

Virtual Meeting Technical Assistance

If you encounter technical difficulties accessing the virtual annual meeting, the meeting login page will include technical support line contact information. Technical support will be available beginning at 9:15 a.m. Central Time on May 25, 2022,29, 2024, and will remain available until the annual meeting has ended.

Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to be held on

May 25, 2022:29, 2024:

The 20222024 Proxy Statement and 20212023 Annual Report are available at www.edocumentview.com/xom.

Notice and Access

We distribute proxy materials to many shareholders via the Internet under the Securities and Exchange Commission’s (SEC) “Notice and Access” rules, thereby capturing cost and environmental benefits. On or about April 7, 2022,11, 2024, we mailed a Notice Regarding theof Internet Availability of Proxy Materials (Notice) that contains information about our 20222024 annual meeting of shareholders and instructions on how to view all proxy materials on the Internet. Also included are instructions on how to vote and how to request a paper or e-mailemail copy of the proxy materials.

Electronic Delivery of Proxy Statement and Annual Report Documents

For shareholders receiving proxy materials by mail, you can elect to receive an e-mailemail in the future that will provide electronic links to these documents. Opting to receive your proxy materials online will save the Company the cost of producing and mailing documents to you and will also give you an electronic link to vote your proxy.

6     •						2022 Proxy Statement Beneficial Shareholders: If you hold your shares in a brokerage firm or bank account, you may also have the opportunity to receive copies of the proxy materials electronically. Please check the information provided in the proxy materials mailed to you by your bank, brokerage firm, or intermediary regarding the availability of this service.

Quorum

In order to carry on the business of the meeting, we must have a quorum. This means at least a majority of the outstanding shares eligible to vote must be represented at the meeting, either by proxy or in person. Treasury shares, which are shares owned by ExxonMobil itself, are not voted and do not count for this purpose.

Votes Required

Our Corporate Governance Guidelines, which can be found in the Corporate Governance section of our website at exxonmobil.com/governance,state that all directors will stand for election at the annual meeting of shareholders. However, as described below under Item 1. Election of Directors, in the event the Pioneer Natural Resources merger transaction closes on or before May 29, 2024, the directors appointed to the Board in connection with that transaction will not stand for election at the 2024 annual meeting. In a non-contested election of directors, any director nominee who receives a greater number of votes AGAINST his or her election than votes FOR such election shall tender his or her resignation. Within 90 days after certification of the election results, the Board of Directors will decide, through a process managed by the Board AffairsNominating and Governance Committee and excluding the nominee in question, whether to accept the resignation. Absent a compelling reason for the director to remain on the Board, the Board shall accept the resignation. The Board will promptly disclose its decision and, if applicable, the reasons for rejecting the tendered resignation on Form 8-K filed with the Securities and Exchange Commission.

2022 Proxy Statement    •				7		Other Proposals: Approval of the ratification of the appointment of independent auditors, the advisory vote to approve executive compensation, and the shareholder proposals require the favorable vote of a majority of votes cast. Only votes FOR or AGAINST these proposals count.

Dialogue can also be facilitated with interested parties outside the meeting, and for this purpose, we have provided a method on our website at exxonmobil.com/directors for raising issues and contacting the non-employee directors either in writing either by mail or electronically. The Chairman may also rely on applicable law regarding disruptions or disorderly conduct to ensure that the meeting is conducted in a manner that is fair to all shareholders. Shareholders who wish to make comments during the meeting should do so in writing. Shareholders may send their comments prior to the meeting in writing to the Secretary as set forth below.

8						20222024 Proxy Statement

BOARD OF DIRECTORS

Item 1 – Election of Directors

Our Board of Directors has general oversight responsibility for ExxonMobil’s affairs pursuant to New Jersey’s General Corporation Law and ExxonMobil’s Restated Certificate of Incorporation and by-laws. In exercising its fiduciary duties, the Board represents and acts on behalf of ExxonMobil’s shareholders and is committed to strong corporate governance, as reflected through its policies and practices. The Board of Directors has nominated the director candidates named on the following pages. All of our nominees currently serve as ExxonMobil directors.

All director nominees have stated they are willing to serve if elected and have consented to be named in this proxy statement. If a nominee becomes unavailable before the election, your proxy authorizes the people named as proxies to vote for a replacement nominee if the Board names one. In any event, the Board size at the time of the meeting will equal the number of nominees nominated by the Board, and there will be no vacancy at the time of the meeting.

As previously disclosed, on October 10, 2023, the Corporation entered into an Agreement and Plan of Merger (Merger Agreement) among the Corporation, a wholly owned subsidiary of the Corporation (Merger Sub), and Pioneer Natural Resources Company (Pioneer), under which, upon the terms and subject to the conditions specified in the Merger Agreement, Merger Sub will merge with and into Pioneer (Merger) and Pioneer will become a wholly owned subsidiary of ExxonMobil. Pioneer shareholders approved the Merger on February 7, 2024. Closing of the Merger remains subject to expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the satisfaction or waiver of other closing conditions specified in the Merger Agreement.

The Merger Agreement provides that immediately following the effective time of the Merger, Mr. Scott D. Sheffield, Pioneer’s current Special Advisor to the Chief Executive Officer, and one director of Pioneer selected by Pioneer and reasonably acceptable to ExxonMobil, shall be appointed to ExxonMobil’s Board of Directors. In the event the effective time of the Merger occurs prior to ExxonMobil’s 2024 annual meeting of shareholders, ExxonMobil’s Board will use its authority to fill vacancies to appoint Mr. Sheffield and the additional Pioneer director as ExxonMobil directors at that time. Mr. Sheffield and the additional Pioneer director will not be included with ExxonMobil’s nominees for election by shareholders at the annual meeting but will be re-appointed by the Board immediately thereafter for a full term. The appointment of Mr. Sheffield and such other director will be subject to satisfaction of criteria under applicable law, New York Stock Exchange (NYSE) rules and guidelines, and criteria established by ExxonMobil generally applicable for membership on its Board.

2024 Proxy Statement				9

The Board unanimously recommends you vote FOR each of the following candidates:

Michael J. Angelakis
Principal occupation: Chairman of the Board and Chief Executive Officer, Atairos Group Inc.   Age 57  Independent director Director since 2021 Independent director  Age 59   Committees: Audit,  Audit; Executive; Finance Executive   (Chair)				Background:Expertise provided to the Board:   •BusinessMr. Angelakis’ financial experience, highlighted by his executive leadership at position (CFO) transforming Comcast while navigating the financial crisis of 2008, helps the Board to better understand financial risk and opportunities facing ExxonMobil. In addition to his extensive business career, Mr. Angelakis’ experience as Chairman of the Federal Reserve Bank of Philadelphia and Chairman and CEO of Atairos Group as Chairman and Chief Executive Officer since 2015. He also serves as Senior Advisorprovides vital perspectives to the Management Committee of challenges ExxonMobil faces related to policy and financial risk. Qualifications: Atairos Group •   Chairman & CEO (2015 to present) Comcast Corporation since 2015. At Comcast, he served as •   Vice Chairman and Chief Financial Officer from 2011& CFO (2011 to 2015, and as2015) •   Executive Vice President and Chief Financial Officer from 2007& CFO (2007 to 2011. He also served as a2011) Providence Equity Partners •   Managing Director and a member of the Management and Investment Committees of Providence Equity Partners from 1999(1999 to 2007.2007)   •Academic affiliations: Babson College (former Trustee), and Harvard Business School Management Program (Owner and President) Current public company directorships:directorships: Bowlero Corporation (December 2021 to present); present; Chair of the Nominating and Corporate Governance Committee) Clarivate Plc (December 2021 to present); present; member of the Nominating and Governance Committee) TriNet Group, Inc. (February 2017 to present)present; member of the Nominating and Corporate Governance and Compensation committees)   Previous public company directorships in last five years: Duke Energy Corporation (October 2015 to August 2017); years: Groupon, Inc. (April 2016 to May 2021); Hewlett Packard Enterprise Company (November 2015 to April 2020)   Other board experience:experience: Duke Energy Corporation (2015 to 2017) Chairman of Thethe Federal Reserve Bank of Philadelphia (January 2016(2016 to January 2018) and Deputy Chairman and board member (January 2012(2012 to January 2016) Mr. Angelakis’ perspectives on the Finance Committee: “Fundamentally, the cash that’s generated by the Company belongs to the shareholders. It’s their capital. The Board as a body, and the Finance Committee specifically, looks to help ensure that ExxonMobil has the right strategy to deploy that capital to deliver leading performance and strong returns to build long-term shareholder value. We focus on long-term sustainability of the operating performance and cash generation of the businesses, as well as the flexibility of the balance sheet and how we work through commodity cycles.”
Attributes and Skills:
		Financial expertise and portfolio management
		Public policy / regulatory experience
		Risk management / investment stewardship experience
		Public company board governance experience
		Operation experience in capital-intensive industry
		Global business experience

2022 Proxy Statement				9

CORPORATE GOVERNANCE

Overview

The Board of Directors and its committees perform a number of functions for ExxonMobil and its shareholders, including:

The Board has adopted Corporate Governance Guidelines that govern the structure and functioning of the Board and set out the Board’s position on a number of governance issues. A copy of our current Corporate Governance Guidelines is posted on our website at exxonmobil.com/guidelinesgovernanceguidelines.

At least annually, the Board and each of the Board committees conduct an evaluation of their performance and effectiveness. Any potential changes to the committees’ charters are also considered at least once a year.

Risk Oversight

The full Board of Directors provides oversight of key risks to ExxonMobil’s business. The Board throughout the year participates in reviews with management on the Company’s business, including identified risk factors. As a whole, the Board reviews litigation and other legal matters; political contributions, budget, and policy; lobbying costs; developments in climate science and policy; the Global Outlook, for Energy, which projects world energy supply and demand to 2050; the Advancing Climate Solutions report;Report; stewardship of business performance; and long-term strategic plans. The Board receives updates and reviews from both internal ExxonMobil and external experts on issues of importance to the Company.

The Board, including the Environment, Safety and Public Issues and ContributionsPolicy Committee, periodically visits an ExxonMobil operations site each year.site. These visits enable the directors to observe and provide input on safety, operating practices, environmental performance, technology, products, industry and corporate standards, and community engagement.

2022 Proxy Statement				15

Each Board committee has the authority in its sole discretion to retain and oversee the work of such outside advisors as it deems appropriate and to approve the fees and expenses of such advisors. The Board receives regular updates from the committees and believes this structure is best suited for overseeing risk.

16						2022 Proxy Statement