☐ | Preliminary Proxy Statement |
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☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under § 240.14a-12 |
☒ | No fee required |
☐ | Fee paid previously with preliminary materials |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and0-11. |
Notice of and Proxy Statement | ||||
April |
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:
Election of directors;
• | Election of directors; |
Ratification of PricewaterhouseCoopers LLP as independent auditors;
• | Ratification of PricewaterhouseCoopers LLP as independent auditors; |
Advisory vote to approve executive compensation;
• | Advisory vote to approve executive compensation; |
Seven shareholder proposals contained in this proxy statement; and
• | Four shareholder proposals contained in this proxy statement; and |
Other matters if properly raised.
• | Other matters if properly raised. |
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,
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Craig S. Morford Secretary | Darren W. Woods Chairman of the Board |
Darren W. Woods | ||||||
Chairman of the Board, 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 | ||||||
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.
1 | Our workforce Lost-Time Incident Rate for 2020-2023 was 0.02 per 200,000 work hours, based on ExxonMobil 2020, 2021, 2022, and 2023 full-year performance data as of January 17, 2024. Performance data may include rounding. Workforce includes employees and contractors. Incidents include injuries and illnesses. Industry benchmark: The International Association of Oil & Gas Producers (IOGP) safety performance indicators and the American Fuel & Petrochemical Manufacturers (AFPM) Report of Occupational Injuries and Illnesses are the Upstream and Downstream industry benchmarks, respectively. IOGP safety performance indicators data converted from incidents per 1,000,000 work hours to incidents per 200,000 work hours. Performance data may include rounding. ExxonMobil analysis of data published by AFPM and IOGP. 2023 industry data not available at this time. |
2 | Industry-leading earnings CAGR calculated on the basis of earnings ex. identified items for ExxonMobil and adjusted net income sourced from Bloomberg for the industry peer group. Cash flow from operations used for industry-leading cash flow from operations CAGR is as reported in the statement of cash flows for the respective companies. Industry peer group includes BP, Chevron, Shell, and TotalEnergies. |
3 | See our website at investor.exxonmobil.com/news-events/corporate-plan-update |
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ITEM The Board recommends you vote FOR each of the nominees described in the following
The Board of Directors has nominated the director candidates
Personal information about each nominee and their extensive qualifications begins on Page
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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.
Your vote makes a difference. To express appreciation for your participation, ExxonMobil will make a $1 charitable donation to Khan Academy® for every retail shareholder account that votes before or at the Annual Shareholder Meeting on May 29, 2024. See page 4 for more information. |
2024 Proxy Statement | 1 |
Board Tenure
ExxonMobil added sixeight new non-employeeindependent directors in lesssince January 2021 – more than three years — 50%60% of the total current Board. Average tenure for current non-employee directors is 4 years, which is almost half the applicable Standard & Poor’s 500 average.3.6 years.
of current directors have |
Director Diversity
The Board believes diversityDiversity of thought, experience,expertise, and backgroundexperience is critical to good governance. Their uniqueUnique perspectives and experiences add value as they workin working together as a collective body to represent the interests of all shareholders.
Broad RangeDirector Independence
Independent directors comprise the majority of Business & Industry Experience
Directors bringour Board, bringing expertise in a wide range of business experience,topics, including climate expertise,science, industrial operations, experience, investor perspectives, and experience in the oil and gas industry.development, sustainability, and investor perspectives, to their oversight of ExxonMobil’s strategy and plans.
of current directors independent based on NYSE and our additional standards |
Additional information:
Director leadership & oversight...Page 15
Director qualifications & competencies...Page 18
Director tenure...Page 22
Business Strategy Delivering ResultsInformation
Director oversight | Page 22 | ||||||||
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Director tenure |
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2050 Net-Zero Ambition for Operated Assets
ExxonMobil achieved its 2025 greenhouse gas emission reduction plans four years ahead of schedule and the Board approved the Company’s new 2030 emission reduction plans for Company operated assets relative to 2016 levels. The Company further announced a corporate-wide net-zero ambition by 2050.
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Investing in Lower-Emission Opportunities
ExxonMobil plans to invest $15 billion in lower-emission initiatives over the next six years, including scaling up carbon capture and storage, hydrogen, and lower-emission fuels. Stronger government policy could accelerate development and deployment of newer technologies and would provide ExxonMobil additional investment opportunities to reduce greenhouse gas emissions. The Company’s robust research and development process, continued evaluation of emerging technologies, and global collaborations will be key to identifying lower-emission opportunities and growing the Low Carbon Solutions business.
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Strategy delivered industry-leading results in 2023
Earnings $36 billion | Shareholder distributions >$32 billion | Cash flow from operations $55 billion | ||||||
Upstream production >18%growth from Guyana and Permian, expanding low-cost-of-supply production | Refining capacity 250kbd expansion at refinery in Beaumont, Texas, contributed to record throughput1 | Performance 750 kta expansion in Baytown, Texas, growing volume and improving product mix |
Strategic Priorities
ExxonMobil uses its industry-leading competitive advantages to provide innovative solutions that meet society’s evolving needs, advance broader stakeholder objectives, and provide long-term shareholder value. To do this consistently over the long term, we must focus on five key priorities.
Leading performance | Industry-leading performance in shareholder returns, earnings and cash flow growth, safety, reliability, emissions intensity, and cost and capital efficiency. | |
Essential partner | Creating win-win solutions for our customers, partners, and broader stakeholders. | |
Advantaged portfolio | Developing and deploying a portfolio of lower-emission assets and products that outperform competition and grow value across a range of price environments. | |
Innovative solutions | Providing new products, approaches, and technologies to improve competitiveness and accelerate large-scale deployments. | |
Meaningful development | Maintaining an organization with world-class talent by attracting the best people and providing unrivaled opportunities for personal and professional growth. |
Investing to increase supply and reduce emissions
ExxonMobil continues to invest to help solve both sides of the “and” equation, with investments of $23 billion to $25 billion expected in 2024 to grow its portfolio of advantaged, low-cost-of-supply assets, further shift product mix to higher-value, higher-margin performance products, and reduce emissions.
In addition to the approximately $5 billion all-stock Denbury acquisition, ExxonMobil is pursuing more than $20 billion in lower-emission investments from 2022 through 2027. About 50% of these investments are targeted at reducing emissions from operated assets, with the balance going toward reducing the emissions of others.
ITEM
The Board recommends you vote FOR this proposal.
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The ExxonMobil Audit Committee has appointed PricewaterhouseCoopers LLP (PwC) to audit ExxonMobil’s financial statements for |
Page Additional information about the Audit Committee’s appointment of PwC
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You are asked to ratify that appointment.
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ITEM
The Board recommends you vote FOR this proposal.
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ExxonMobil asks you to vote on a non-binding resolution to approve the compensation of the Named Executive Officers.
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Page Additional information about ExxonMobil’s compensation
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ITEMS 4 through
The Board recommends you vote AGAINST each of these proposals.
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You will have the opportunity to vote on shareholder proposals submitted to ExxonMobil.
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Page The text of these proposals, the proponents’ statements in support, and ExxonMobil’s responses
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1 | Highest annual global refinery throughput (2000-2023) since Exxon and Mobil Merger in 1999, based on current refinery circuit. |
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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.
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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:
Online Follow the instructions at envisionreports.com/xom. You will need to have your | Telephone Call toll-free 1-781-575-2300 (outside the United States, Canada, and Puerto Rico), and follow the instructions. 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. | ||||||||
If you give us your signed proxybut do not specify how to vote, we will vote your shares as follows:
For the election of all director candidates nominated by the ExxonMobil Board;
• | For the election of all director candidates nominated by the ExxonMobil Board; |
For ratification of the appointment of independent auditors;
• | For ratification of the appointment of independent auditors; |
For approval of the compensation of the Named Executive Officers; and
• | For approval of the compensation of the Named Executive Officers; and |
As recommended by the Board with respect to shareholder proposals.
• | As recommended by the Board with respect to shareholder proposals. |
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.
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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,
the Company recommends that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the annual meeting. Please note the additional information below for Registered Shareholders on voting during the annual meeting.
Registered Shareholders can continue to vote their shares during the annual meeting by following the instructions that will be available on the annual meeting website and using the 15-digit voter control number displayed on your proxy card, Notice, or meeting materials email for the annual meeting. The 15-digit voter control number will not provide you access to the virtual annual meeting. For instructions on attending the annual meeting, please reference the section above titled “Attendance at the Annual Meeting”.Meeting.”
2024 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.
• | Registered Shareholders: You may enroll in the electronic proxy delivery service at any time by going to computershare.com/exxonmobil. You may also revoke an electronic delivery election at this site at any time. |
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.
| 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. |
Voting Shares in the ExxonMobil Savings Plan
The Trustee of the ExxonMobil Savings Plan will vote Plan shares as participants direct. If participants do not give instructions, the Trustee will vote shares as it thinks best. The proxy card serves to give voting instructions to the Trustee.
Revoking a Proxy for Registered Shareholders
You may revoke your proxy before it is voted at the meeting by:
Submitting a new proxy with a later date via a proxy card, online, by telephone, or by mail;
• | Submitting a new proxy with a later date via a proxy card, online, by telephone, or by mail; |
Notifying ExxonMobil’s Secretary in writing before the meeting; or
• | Notifying ExxonMobil’s Secretary in writing before the meeting; or |
Voting during the meeting.
• | Voting during the meeting. |
Confidential Voting
Independent inspectors count the votes. Your individual vote is kept confidential from us unless otherwise required by law or special circumstances exist. For example, a copy of your proxy card will beis sent to us if you write comments on the card.
6 | 2024 Proxy Statement |
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
Election of Directors Proposal: Under ExxonMobil’s by-laws, in a non-contested election, a director nominee must receive a majority of votes cast in order to be elected to the Board of Directors. In a contested election (in which the number of nominees exceeds the number of directors to be elected), the plurality vote standard under New Jersey law applies. Under plurality voting, the director nominee with the most votes for a particular seat is elected for that seat. Abstentions and broker non-votes are not counted for purposes of the election of directors. A broker non-vote occurs when a bank, broker, or other holder of record that is holding shares for a beneficial owner does not vote on a particular proposal because the record holder does not have discretionary voting power and has not received instructions from the beneficial owner. If you own shares through a brokerage firm, bank, or intermediary, you must give the brokerage firm, bank, or intermediary instructions to vote your shares in the election of directors. You provide those instructions to your brokerage firm, bank, or intermediary by voting according to the directions on your proxy card or Notice by mail, online or telephone. If you do not give your brokerage firm, bank, or intermediary instructions by voting your shares, then your shares will not be voted for this proposal.
• | Election of Directors Proposal: Under ExxonMobil’s by-laws, in a non-contested election, a director nominee must receive a majority of votes cast in order to be elected to the Board of Directors. In a contested election (in which the number of nominees exceeds the number of directors to be elected), the plurality vote standard under New Jersey law applies. Under plurality voting, the director nominee with the most votes for a particular seat is elected for that seat. Abstentions and broker non-votes are not counted for purposes of the election of directors. A broker non-vote occurs when a bank, broker, or other holder of record that is holding shares for a beneficial owner does not vote on a particular proposal because the record holder does not have discretionary voting power and has not received instructions from the beneficial owner. If you own shares through a brokerage firm, bank, or intermediary, you must give the brokerage firm, bank, or intermediary instructions to vote your shares in the election of directors. You provide those instructions to your brokerage firm, bank, or intermediary by voting according to the directions on your proxy card or Notice by mail, online, or telephone. If you do not give your brokerage firm, bank, or intermediary instructions on voting your shares, then your shares will not be voted for this proposal. |
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.
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. |
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.
Abstentions count for quorum purposes but not for voting. Broker non-votes count as votes FOR the ratification of the appointment of independent auditors but do not count for voting on any of the other proposals.
Conduct of the Meeting
The Chairman has broad responsibility and legal authority to conduct the annual meeting in an orderly and timely manner. This authority includes establishing rules for shareholders who wish to address the virtual meeting. Only shareholders or their valid proxy holders may address the meeting. A copy of these rules will be available at the virtual meeting. The Chairman may also exercise discretion in recognizing shareholders’ comments or questions and in determining the extent of discussion on each item of business. In light of the number of business items on this year’s agenda and the need to conclude the meeting within a reasonable period of time, we cannot ensure that every shareholder who wishes to have a question or comment addressed during the meeting will be able to do so.
2024 Proxy Statement | 7 |
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.
Contact Information
If you have questions or need more information about the annual meeting, write to Mr. Craig S. Morford, Secretary, Exxon Mobil Corporation,
For information about shares registered in your name or your Computershare Investment Plan account, call ExxonMobil Shareholder Services at 1-800-252-1800 or 1-781-575-2058 (outside the United States, Canada, and Puerto Rico), or access your account via the website at computershare.com/exxonmobil. We also invite you to visit ExxonMobil’s website, where investor information can be found at exxonmobil.com/investor. Shareholders may submit a comment or question in advance of the annual meeting beginning on May
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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
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Director since 2021
Committees:
(Chair) |
Qualifications: Atairos Group • Chairman & CEO (2015 to present) Comcast Corporation • Vice Chairman • Executive Vice President Providence Equity Partners • Managing Director and
Current public company Bowlero Corporation (December 2021 to Clarivate Plc (December 2021 to TriNet Group, Inc. (February 2017 to
Previous public company directorships in last five Groupon, Inc. (April 2016 to May 2021) Hewlett Packard Enterprise Company (November 2015 to April 2020)
Other board Duke Energy Corporation (2015 to 2017) Chairman of 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 |
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Independent director Director since
Committees:
Environment, Safety and Public Policy
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Qualifications: WellPoint, Inc. (formerly known as • Chair (2010 to • President, CEO (2007 to 2012) • Executive Vice President, General Counsel, and Chief Blue Cross Blue Shield of Missouri • CEO (2003 to 2005) Current public company directorships: Brookfield Asset Management Inc. (now Brookfield Corporation) (May 2015 to present; Audit Committee member) The Procter & Gamble Company (December 2009 to
Previous public company directorships in last five
Business and public policy affiliations: Blue Cross Blue Shield Association (former Director); Business Council (former member); Business Roundtable (former member); Harvard Advisory Council on Health Care Policy (former member); Indiana Economic Development Corporation (former Director); and The Policy Circle (Co-Founder, Director, and Secretary) Ms. Braly’s perspectives on the Compensation Committee: “When you visit the employees working in the field, it’s inspiring to see the amount of responsibility they take for the success of the business and the care for the environment and communities. The Company’s philosophy is all about rewarding that performance, driving that accountability, and promoting retention because we’re investing in them as individuals for long careers.” | |||
Attributes and Skills: | ||||
Public policy / regulatory experience | ||||
Public company board | ||||
Current / former CEO of | ||||
Financial expertise and portfolio management | ||||
Risk management / investment stewardship experience |
2024 Proxy Statement | 11 |
Gregory J. Goff
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Director since 2021
Committees:
Audit (Chair); Executive; Finance |
Qualifications: Marathon Petroleum Corporation • Executive Vice Chairman Andeavor • Chair (2014 to 2018) • President ConocoPhillips • Over his 30-year career at ConocoPhillips, Mr. Goff held multiple roles in the areas of Exploration and Production, Downstream, and served as Senior Vice President of Commercial from 2008 to 2010.
Current public company Avient Corporation (October 2011 to
Previous public company directorships in last five years: Marathon Petroleum Corporation (October 2018 to December 2019)
MPLX LP (October 2018 to December 2019) Enbridge Inc. (February 2020 to June 2021) Other board experience: Andeavor (2010 to 2018) Andeavor Logistics LP (2011 to 2018) American Fuel & Petrochemical Manufacturers Other affiliations: Center for Growth and Opportunity (Director, Ecuador); NSHSS Foundation (Director, Education) Mr. Goff’s perspectives on the Audit Committee: “When it comes to the Company’s overall risk management approach and structure, cybersecurity, financial and accounting matters, and internal controls are all important. Our Audit Committee works closely with ExxonMobil’s management and its independent auditors to not only understand the interrelated risks ExxonMobil faces, but also to ensure the Company reduces and appropriately manages them.” | |||
Attributes and Skills: | ||||
Leadership experience in large-scale energy / commodity business | ||||
Public company board governance experience | ||||
Current / former CEO of large public company | ||||
Global business experience | ||||
Public policy / regulatory experience | ||||
Low carbon solutions technology and safety experience | ||||
Financial expertise and portfolio management | ||||
Operation experience in capital-intensive industry | ||||
Risk management / investment stewardship experience |
12 | 2024 Proxy Statement |
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Independent director Director since 2023 Age Committees: Audit; Compensation | Expertise provided to the Board: Mr. Harris brings to the Board a global perspective, as well as strategic, functional, and operational skills with a focus on customer success. He is a committed innovator and leader with a deep understanding of business transformation. Mr. Harris’ CEO and functional experience includes competencies in talent management, culture development, and strategic planning. Qualifications: Raytheon Technologies Corporation (1983 to 2020) • CEO, Raytheon International, Inc. (2013 to 2020) • Mr. Harris held various leadership positions, including serving as General Manager of Raytheon’s Intelligence, Information and Services business; President of Raytheon Technical Services Company; Vice President of Operations and Contracts for Raytheon’s Electronic Systems business; Vice President of Contracts for Raytheon’s government and defense businesses; Vice President of Contracts and Supply Chain for Raytheon Company; and Vice President of Business Development for Raytheon Company. Current public company directorships: Flex Ltd. (November 2020 to present; Compensation & People Committee member) Cisco Systems, Inc. (June 2021 to present; member of Audit and Compensation & Management Development Committees) Kyndryl Holdings, Inc. (September 2021 to present; Nominating & Corporate Governance Committee member) Previous public company directorships in last five years: None Other affiliations: Redwood Library and Athenaeum (Board member); McLaren Racing (Advisory Team member) | |||
Attributes and Skills: | ||||
Public policy / regulatory experience | ||||
Global business experience | ||||
Operation experience in capital-intensive industry | ||||
Relevant scientific / technology experience | ||||
Risk management / investment stewardship experience | ||||
Financial expertise and portfolio management |
2024 Proxy Statement | 13 |
Kaisa H. Hietala | ||||
Independent director Director since 2021
Committees:
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Qualifications: Neste Corporation • Executive Vice President of Renewable Products and member of the Executive Committee • Over her 20-year career at Neste Corporation,
Rio Tinto Group (March 2023 to present; member of the Nominations Committee and Sustainability Committee) Smurfit Kappa Group Plc (October 2020 to present; Senior Independent Director as of 2022; Chair of the Sustainability Committee) Previous public company directorships in last five years: Kemira Oyj (March 2016 to March 2021) Other board experience: Chair of Tracegrow Oy (2019 to present) Sustainability and academic New Sustainability Oy (partner) | |||
Attributes and Skills: | ||||
| Global business experience | |||
| Relevant scientific / technology experience | |||
| Risk management / investment stewardship experience | |||
Low carbon solutions technology and safety experience | ||||
Operation experience in capital-intensive industry | ||||
Leadership experience in large-scale energy / commodity business | ||||
Financial expertise and portfolio management | ||||
Public company board governance experience |
14 | 2024 Proxy Statement |
Joseph L. Hooley
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Director since 2020
Committees:
Nominating and Governance (Chair)
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Qualifications: State Street • Chair (2011 to • CEO (2010 to • President • Executive Vice President and • Vice Chairman and Global Business Experience Head of Investment Servicing and Investment Research and Boston Financial Data Services • President & CEO (1990 to National Financial Data Services
•
Current public company Aptiv PLC (January 2020 to
Previous public company directorships in last five State Street Corporation (October 2009 to December 2019)
Other board Liberty Mutual Insurance Mr. Hooley’s perspectives on the Nominating and Governance Committee: “We’ve added a considerable number of new directors in the past few years. These are proven leaders with diverse skills, experiences, and backgrounds that have complemented the Board’s capabilities. The Board’s mix of deep experience in areas relevant to ExxonMobil businesses ensures we are well-positioned to help guide the Company into an even more successful future.” | |||
Attributes and Skills: | ||||
Current / former CEO of large public company | ||||
Public company board governance experience | ||||
Financial expertise and portfolio management | ||||
Risk management / investment stewardship experience | ||||
Global business experience |
| 15 |
Steven A. Kandarian
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Director since 2018
Committees:
Nominating and
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Qualifications: MetLife, Inc. •President • Chair (2012 to 2019) • Chief Investment Officer Pension Benefit Guaranty Corporation
• Executive Director (2001 to 2004) Current public company directorships: Jackson Financial Inc. (February 2021 to present; Non-executive Chair; Chair of the Nominating & Governance Committee, Compensation Committee member) Previous public company directorships in last five years: AECOM (March 2019 to February 2021; Lead Independent Director; Chair of the Compensation Committee; member of the Audit Committee) MetLife (May 2011 to April 2019) Other board experience: Director of Neuberger Berman (2015 to present) Business and cultural The University of California, Berkeley, School of Law and Ceres ESG certification (recipient); Business Council (member)
Damon Runyon Cancer Research Foundation (Director) | |||
Attributes and Skills: | ||||
| Risk management / investment stewardship experience | |||
Financial expertise and portfolio management | ||||
Current / former CEO of large public company | ||||
Public company board governance experience | ||||
Global business experience | ||||
Public policy / regulatory experience | ||||
16 | 2024 Proxy Statement |
Alexander A. Karsner | ||||
Independent director Director since 2021 Age 57 Committees: Environment, Safety and Public Policy; Nominating and Governance | Expertise provided to the Board: Mr. Karsner’s energy policy and diplomacy experience, in addition to his background in commercializing breakthrough energy technologies, provides the Board with important perspectives on geopolitical risks and investment opportunities for profitably managing the energy transition. Mr. Karsner’s public service as U.S. Assistant Secretary of Energy, a senior regulatory official, and a principal U.S. negotiator to the UN Framework Convention on Climate Change, contributes an in-depth understanding of U.S. and international energy policy. His energy sector experience, including energy infrastructure development in emerging markets, helps the Board better understand public- and private-sector considerations when executing strategy. Qualifications: X (formerly Google X) Alphabet’s Moonshot Factory • Senior Strategist (2013 to present)
Emerson Collective • Managing Partner (2016 to 2019) Hudson Private Equity • Senior Advisor (2009 to 2014) Vantage Point Venture Capital • Senior Advisor, Venture Partner (2009 to 2014) Department of Energy • U.S. Assistant Secretary (2006 to 2008) Current public company directorships: Applied Materials, Inc. (September 2008 to present; member of the Corporate Governance & Nominating and Human Resources & Compensation Committees) Previous public company directorships in last five
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Council on Foreign Relations Working Group on Energy Transition (co-chair), and U.S.-India and U.S.-China Track II diplomatic climate
Rice University Institute for Material Science (Director); Conservation International (Director) | |
Attributes and | ||
Risk management / investment stewardship experience
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| Public policy / regulatory experience
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| Relevant scientific / technology experience | |
Low carbon solutions technology and safety experience | ||
Financial expertise and portfolio management | ||
Global business experience | ||
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Director since
Committees:
and Governance
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Mr. Kellner brings extensive experience in a highly regulated and capital-intensive industry, having served as CEO, COO, and Chair of Continental Airlines. Mr. Kellner’s deep operational understanding and executive leadership help the Board understand how best to develop a long-term strategy for a capital-intensive industry. Qualifications: Emerald Creek Group, LLC • Continental Airlines, Inc. • Chairman & CEO (2004 to 2009) • President & COO (2003 to 2004) • President (2001 to 2003) Current public company directorships: The Boeing Company (October 2011 to present; Independent Chair December 2019 to present; member of the Aerospace Safety and Governance & Public Policy Committees) Previous public company directorships in last five years: Marriott International, Inc. (July 2002 to May 2022; Lead Independent Director from 2013 to 2022) Sabre Corporation (August 2013 to April 2020; Chair of the Board from August 2013 to January 2020) | |||
Attributes and Skills: | ||||
Current / former CEO of large public company | ||||
Public company board governance experience | ||||
Risk management / investment stewardship experience | ||||
Public policy / regulatory experience | ||||
Global business experience | ||||
Operation experience in capital-intensive industry | ||||
Financial expertise and portfolio management | ||||
Low carbon solutions technology and safety experience | ||||
18 | 2024 Proxy Statement |
Dina Powell McCormick | ||||
Independent director Director since 2024 Age 50 Committees: Environment, Safety and Public Policy; Nominating and Governance | Expertise provided to the Board: Ms. Powell McCormick brings a rare level of geopolitical, national security, and economic expertise. Her knowledge in these areas and experience leading Goldman Sachs’ sustainability efforts help the Board provide oversight of the Company’s global strategy and plans. Her investment experience, service in diplomatic and national security roles, and proven ability to navigate cultural and societal challenges, provides a vital understanding of an ever-changing global marketplace. Qualifications: BDT & MSD Partners (2023 to present) • Vice Chairman, President & Global Head of Client Services (2023 to present) The Goldman Sachs Group Inc. (2007 to 2023) • Global Head of Sustainability and Inclusive Growth (2018 to 2023) • President, Goldman Sachs Foundation and Global Head of Corporate Engagement (2010 to 2017) • Managing Director (2007 to 2010) Executive Office of the President (2003 to 2005; 2017 to 2018) • Deputy National Security Advisor and Assistant to the President (2017 to 2018) • Assistant to the President, Presidential Personnel (2003 to 2005) • Deputy Assistant to the President, Presidential Personnel (2001 to 2003) Current public company directorships: None Previous public company directorships in last five years: None Other affiliations: Robin Hood Foundation (Chair); National Geographic Society Board (Trustee); Lincoln Center for the Performing Arts (Trustee); Mount Sinai Health System (Trustee); Atlantic Council (Board member); U.S. Department of State (Assistant Secretary of State, Educational and Cultural Affairs); Republican National Committee (Director, Congressional Affairs); U.S. House of Representatives (Staff Member) | |||
Attributes and Skills: | ||||
Risk management / investment stewardship experience | ||||
Public policy / regulatory experience | ||||
Global business experience | ||||
Financial expertise and portfolio management | ||||
Low carbon solutions technology and safety experience | ||||
2024 Proxy Statement | 19 |
Jeffrey W. Ubben | ||||
Independent director Director since 2021 Age 62 Committees: Environment, Safety and Public Policy; Finance | Expertise provided to the Board: Having served on over 20 public company boards, Mr. Ubben brings a long history of successfully challenging and working alongside boards and management teams to grow value for shareholders. His expertise in return-driven, environmental, and socially active investing, including his unique knowledge and experience investing in the energy transition, helps the Board make better strategic and investing decisions around low carbon solutions, including carbon capture and hydrogen technologies. Qualifications: Inclusive Capital Partners, L.P. • Founder, Portfolio Manager, and Managing Partner • Inclusive Capital Partners is focused on increasing shareholder value and ValueAct Capital Management, L.P. • Founder & CEO (2000 to • CIO (2000 to Blum Capital Partners, L.P. • Managing Partner (1995 to Fidelity Investments • Served in various positions including Portfolio Manager and Research Analyst
Current public company
None Previous public company directorships in last five years: Vistry Group Plc (March 2023 to January 2024) Enviva Inc. (June 2020 to November 2023) Fertiglobe Plc (November 2021 to March 2023) AppHarvest, Inc. (May 2019 to March 2022) Nikola Corporation (September 2019 to February 2022; Chair of the Nominating and Corporate Governance Committee) The AES Corporation (January 2018 to March 2021)
Other affiliations: World Wildlife Fund (Board member); E.O. Wilson Biodiversity Foundation (Board member); The Redford Center (Board member); and Duke University (Board member); Bayer Sustainability Council (Council Member) | |||
Attributes and Skills: | ||||
Financial expertise and portfolio management | ||||
Risk management / investment stewardship experience | ||||
Relevant scientific / technology experience | ||||
Low carbon solutions technology and safety experience | ||||
Public company board governance experience | ||||
20 | 2024 Proxy Statement |
Darren W. Woods
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Chairman of the Board, Chief Executive Officer
Director since 2016 Age 59
Committees: Executive (Chair); Finance
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Qualifications: ExxonMobil (1992 to present) • Chairman • President • Senior Vice President • Vice President, and President, ExxonMobil Refining & Supply Company
Previous public company directorships in last five years: None Business affiliations: Business Roundtable (member)
“To successfully meet today’s challenges, leaders need to be level-headed and clear-eyed, with a perspective based on data and objective analysis. And they need to talk straight. Today, society has two essential asks of our industry: provide the energy and products the world needs to support modern living standards and reduce greenhouse gas emissions. These are not mutually exclusive objectives. As Chairman and CEO, I’m focused on doing both – solving the ‘and’ equation to meet society’s evolving needs while building long-term shareholder value.” | |||
Attributes and Skills: | ||||
Current / former CEO of large public company
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Leadership experience in large-scale energy / commodity business | ||||
Operation experience in capital-intensive industry | ||||
Public company | ||||
Public policy / regulatory experience | ||||
Low carbon solutions technology and safety experience | ||||
Financial expertise and portfolio management | ||||
Risk management / investment stewardship experience |
| 21 |
Overview
The Board of Directors and its committees perform a number of functions for ExxonMobil and its shareholders, including:
Overseeing the management of the Company on your behalf, including oversight of risk management;
• | Overseeing the management of the Company on your behalf, including oversight of risk management; |
Reviewing ExxonMobil’s long-term strategic plans;
• | Reviewing ExxonMobil’s long-term strategic plans; |
Exercising direct decision-making authority in key areas, such as declaring dividends;
• | Exercising direct decision-making authority in key areas, such as declaring dividends; |
Selecting the Chief Executive Officer (CEO) and reviewing the CEO’s performance;
• | Selecting the Chief Executive Officer (CEO) and reviewing the CEO’s performance; |
Reviewing development and succession plans for ExxonMobil’s top executives; and
• | Reviewing development and succession plans for ExxonMobil’s top executives; and |
Gathering insights and sharing perspectives from shareholders during engagements and other communications.
• | Gathering insights and sharing perspectives from shareholders during engagements and other communications. |
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.
The Board oversees a broad spectrum of interrelated risks with assistance from its committees. This integrated risk management approach facilitates recognition and oversight of important risk interdependencies.
Audit Committee oversees risks associated with financial and accounting matters, including compliance with legal and regulatory requirements and the Company’s financial reporting and internal control systems. TheAt least annually, the Audit Committee also periodically reviews cybersecurity risks and preparedness and ExxonMobil’s overall risk management approach and structure.structure, including cybersecurity risks and preparedness.
Board AffairsNominating and Governance Committee oversees Board structure and matters of corporate governance, including Board evaluation and director refreshment. It also coordinates identification of external experts to address the Board and sets the criteria for shareholder engagement with directors.
Compensation Committee reviews executive compensation, which is designed to promote accountability to maximize shareholder value over the long term while effectively managing longer termlonger-term risks, including those related to climate change.the energy transition. The Committee also assesses each element of the compensation program to ensure that these do not create any material adverse risks to the Company and do not encourage executives to take risks that may not be aligned with shareholders’ long-term interests.
Environment, Safety and Public Issues and ContributionsPolicy Committee oversees operational risks such as those relating to employee and community safety, health, environmental performance, including actions taken to address climate-related risks, and security matters. The Committee also reviews and provides advice on objectives, policies, and programs related to lobbying activities and political and other contributions.
Finance Committee oversees risks associated with financial instruments, reviews the Company’s capital structure/capital allocation and its financial policies, practices, and strategies, capital structure, and capital allocation.strategies.
22 | 2024 Proxy Statement |
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.
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Board Leadership Structure
The Board believes that the decision as to who should serve as Chairman and/or CEO is the proper responsibility of the Board. The Board retains authority to amend the by-laws to separate the positions of Chairman and CEO at any time and regularly considers the pros and cons of such separation or combination. At the present time, the Board believes the interests of all shareholders are best served through a leadership model with a combined Chairman/CEO position and an independent Lead Director selected by and from the independent directors.
The current CEO possesses an in-depth knowledge of the Company; its integrated, multinational operations; the evolving energy industry supply and demand fundamentals; and the array of challenges and opportunities presented by the energy transition. This knowledge was gained through more than 30 years of successful experience in progressively more senior positions, including domestic and international responsibilities.
The Board believes that these experiences and other insights put the CEO in the best position to provide broad leadership for the Board as it considers strategy and exercises its fiduciary responsibilities to shareholders. Further, the Board has demonstrated its commitment and ability to provide independent oversight of management.
The Board is comprised solely of independent directors other than the CEO, and 100 percent100% of the Audit, Compensation, Board Affairs,Nominating and Governance, and Environment, Safety and Public Issues and ContributionsPolicy Committee members are independent. Each independent director has access to the CEO and other Company executives and employees, and is empowered to call meetings of the independent directors and request agenda topics to be added or addressed in more detail at meetings of the full Board or an appropriate Board committee.
The Board believes the Lead Director provides effective independent Board leadership. Kenneth C. Frazier Joseph L. Hooley serves as Lead Director and is expected to remain in the position through the annual meeting of shareholders. The Board has selected Joseph L. Hooley to serve as Lead Director after the annual meeting of shareholders.
The Lead Director’s authority, under the Corporate Governance Guidelines, includes: |
The Lead Director also serves as Chair of the and Governance Committee with authority that includes: | |
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In addition, the Lead Director, working together with the Compensation Committee, oversees the annual evaluation of the CEO, the communication of resulting feedback to the CEO, and the review of CEO succession plans.
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Board and Committee Self-Evaluations
As part of the Board’s robust assessment, the Lead Director or outside counsel, as applicable, will ask each director for suggestions to improve Board and Board committee effectiveness and feedback on a range of issues, including Board leadership, culture, purpose, and strategy; Board composition and structure; individual director performance; quality of deliberations and communication with management; and oversight of risk management. The Board reviews and discusses the feedback during an evaluation session facilitated by the Lead Director, providing an opportunity for directors to identify areas for improvement.
Director Time Commitments
Service on the ExxonMobil Board requires a substantial time commitment. It is expected that our directors will serve on the boards of other companies only to the extent that, in the judgment of the ExxonMobil Board, such services do not detract from the director’s ability to devote the necessary time and attention to ExxonMobil. The Nominating and Governance Committee reviews all directors’ service on the boards of other companies at least annually. To avoid potential conflicts of interest, directors may not accept a seat on any additional company board without first reviewing the matter with the Nominating and Governance Committee.
Director Qualifications
The Board has adopted guidelines outliningExxonMobil’s Corporate Governance Guidelines outline the qualifications sought when considering non-employee director candidates. TheseThe Corporate Governance Guidelines for the Selection of Non-Employee Directors (Selection Guidelines), which are published on our website at exxonmobil.com/directorguidelines, are reviewed annually and state in part:
“ExxonMobil recognizes the strength and effectiveness of the Board reflects the balance, experience, and diversity of the individual directors; their commitment; and importantly, the ability of directors to work effectively as a group in carrying out their responsibilities. ExxonMobil seeks candidates with diverse backgrounds who possess knowledge and skills in areas of importance to the Corporation.”
The qualificationsWithin the scope of the Corporate Governance Guidelines, we consider forseek director candidates include: individuals who have achieved prominence in their fields;with a diversity of experiences and backgrounds, including gender and race/ethnic diversity; experience and demonstrated expertisediversity, with a focus on the key director competencies described in managing large, relatively complex organizations, such as that of CEOs of a significant company or organization with global responsibilities; financial and other risk management expertise; government, regulatory, or public policy experience; experience on one or more boards of significant public or non-profit organizations; expertise resulting from significant academic, scientific, or research activities; and experiencedetail in the energy industry or with cyclical businesses, such as commodities.“Competencies” matrix below.
OtherAdditional considerations for director candidates include: a substantial majority of the Board must meet independence standards as described in the Corporate Governance Guidelines; all candidates must be free from any relationship with management or the Corporation that would interfere with the exercise of independent judgment; candidates should be committed to representing the interests of all shareholders and not any particular constituency; and the Board must include members who satisfy legal and stock exchange requirements for certain Board committees.
All directors are expected to adhere to the Company’s policies and procedures, including the Conflict of Interest Policy and Ethics Policy. See the Code of Ethics and Business Conduct section below for additional information.
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The Board is comprised of directors with an effective mix of backgrounds, knowledge, and skills that the Board considers relevant and beneficial in fulfilling its oversight role. The chart below provides a summary of the competencies of the current ExxonMobil Board and explains why these are important:important.
ExxonMobil Board competencies and Director qualifications
Current / former CEO of large public company | |||||
Public company board governance experience | |||||
Global business experience | |||||
Risk management / investment stewardship experience conditions, business cycles, and business transitions provides critical expertise to better develop and oversee execution of the Company’s long-term strategies. | |||||
Financial expertise and portfolio management | |||||
Public policy / regulatory experience | |||||
Leadership experience in large-scale energy / commodity business | |||||
Operation experience in capital-intensive industry | |||||
Relevant scientific / technology experience | |||||
Low carbon solutions technology and safety experience |
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Director & key qualifications | ||||||||||||||||||||||||||||||||||||||
Michael J. Angelakis Mr. Angelakis’ financial experience, highlighted by his executive leadership 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 provides vital perspectives to the challenges ExxonMobil faces related to policy and financial risk. | ||||||||||||||||||||||||||||||||||||||
Susan K. Avery (not standing for re-election) Dr. Avery brings extensive experience as an atmospheric scientist and engineer. Her work at the University of Colorado Boulder and Woods Hole Oceanographic Institution puts her at the leading edge of climate research, including the evolving field of earth system science. This unique perspective helps the Board better understand the technological opportunities available in low carbon solutions as well as providing effective oversight to the climate-related risks facing ExxonMobil. | ||||||||||||||||||||||||||||||||||||||
Angela F. Braly Ms. Braly’s experience successfully leading WellPoint through the regulatory changes stemming from the Affordable Care Act helps the Board to better understand the risks and opportunities in industries that are challenged by government-led transformation. Her continued work in public policy and governance experience on the board of Procter & Gamble, a 100,000+ employee company, further helps the Board navigate public policy issues that arise at a global public company. | ||||||||||||||||||||||||||||||||||||||
Gregory J. Goff Mr. Goff brings significant industry experience in the areas of exploration and production, marketing and logistics, refining, trading, and lower carbon solutions, including renewable fuels, from his leadership roles at ConocoPhillips and Andeavor. This deep understanding of operational processes at scale helps the Board refine its long-term strategies while providing effective oversight of management. Mr. Goff’s extensive transaction experience, in addition to his unique understanding of the regulatory risks related to the industry, provides a vital perspective to the ExxonMobil Board. | ||||||||||||||||||||||||||||||||||||||
John D. Harris II Mr. Harris brings to the Board a global perspective, as well as strategic, functional, and operational skills with a focus on customer success. He is a committed innovator and leader with a deep understanding of business transformation. Mr. Harris’ CEO and functional experience includes competencies in talent management, culture development, and strategic planning. |
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Director & key qualifications | ||||||||||||||||||||||||||||||||||||||
Kaisa H. Hietala Ms. Hietala brings a breadth of industry experience, having led the transformation of an oil and gas company into one of the world’s largest producers of renewable diesel. In addition to her vast industry experience, Ms. Hietala’s academic background in geophysics helps the Board to better understand both the risks and opportunities ExxonMobil faces in its low carbon solutions technologies. | ||||||||||||||||||||||||||||||||||||||
Joseph L. Hooley Mr. Hooley has extensive experience with institutional investors, having overseen the servicing of over $35 trillion of assets as well as the stewardship of over $4 trillion in capital as Chair and CEO at State Street. Mr. Hooley successfully transformed State Street in multiple ways, including driving a technological transformation, globalization of the business and investment portfolio, and navigating the post-financial crisis of 2008. Mr. Hooley’s unique background helps the Board better understand investors’ perspectives on risk and ensures those perspectives are incorporated into Board discussions with management on important strategic decisions. | ||||||||||||||||||||||||||||||||||||||
Steven A. Kandarian Mr. Kandarian’s 14 years of senior executive leadership experience at MetLife, where he led a significant transformation following the implementation of Dodd-Frank, brings a viewpoint vital to the Board when developing the long-term strategic plan and overseeing capital allocation across the portfolio. His former positions as CEO and CIO of a global large-cap insurance business, in addition to his previous work as a Federal regulator, provide the Board with critical insights related to geopolitical risks, government engagement, and risk management. | ||||||||||||||||||||||||||||||||||||||
Alexander A. Karsner Mr. Karsner’s energy policy and diplomacy experience, in addition to his background in commercializing breakthrough energy technologies, provides the Board with important perspectives on geopolitical risks and investment opportunities for profitably managing the energy transition. Mr. Karsner’s public service as U.S. Assistant Secretary of Energy, a senior regulatory official, and a principal U.S. negotiator to the UN Framework Convention on Climate Change, contributes an in-depth understanding of U.S. and international energy policy. His energy sector experience, including energy infrastructure development in emerging markets, helps the Board better understand public- and private-sector considerations when executing its strategy. |
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Director & key qualifications | ||||||||||||||||||||||||||||||||||||||
Lawrence W. Kellner Mr. Kellner brings extensive experience in a highly regulated and capital-intensive industry, having served as CEO, COO, and Chair of Continental Airlines. Mr. Kellner’s deep operational understanding and executive leadership helps the Board understand how best to develop a long-term strategy for a capital-intensive industry. | ||||||||||||||||||||||||||||||||||||||
Dina Powell McCormick Ms. Powell McCormick brings a rare level of geopolitical, national security, and economic expertise. Her knowledge in these areas and experience leading Goldman Sachs’ sustainability efforts help the Board provide oversight of the Company’s global strategy and plans. Her investment experience, service in diplomatic and national security roles, and proven ability to navigate cultural and societal challenges, provides a vital understanding of an ever-changing global marketplace. | ||||||||||||||||||||||||||||||||||||||
Jeffrey W. Ubben Having served on over 20 public company boards, Mr. Ubben brings a long history of successfully challenging and working alongside boards and management teams to grow value for shareholders. His expertise in return-driven, environmental, and socially active investing, including his unique knowledge and experience investing in the energy transition, helps the Board make better strategic and investing decisions around low carbon solutions, including carbon capture and hydrogen technologies. | ||||||||||||||||||||||||||||||||||||||
Darren W. Woods Mr. Woods brings more than 30 years of global industry experience managing highly sophisticated, safety-critical operations and has held a number of senior leadership roles in multiple international business units prior to being promoted to CEO. His in-depth understanding of Company operations; knowledge of global business, markets, and strategy; and experience leading transformational change, help the Board to better understand and navigate the complex issues associated with transforming a multi-dimensional, capital-intensive commodity business through a thoughtful, long-term energy transition. |
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Diversity of experiences and backgrounds, including gender and race/ethnicity, is also an important consideration for Board members. The charts below reflect the diversity of the current Board.
Strong Board Gender, Racial/Ethnic, and Race/EthnicAge Diversity
Director Independence
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Corporate Governance Guidelines, and other facts and circumstances the Board considers relevant. |
Under ExxonMobil’s Corporate Governance Guidelines, a director will not be independent if a reportable “related person transaction” exists with respect to that director or a member of the director’s family for the current or most recently completed fiscal year. See the Guidelines for Review of Related Person Transactions posted on the Corporate Governance section of our website and described in more detail under Related Person Transactions and Procedures below.
The Board has reviewed relevant relationships between ExxonMobil and each non-employee director and director nominee to determine compliance with the NYSE standards and ExxonMobil’s additional standards. The Board has evaluated whether there are any other facts or circumstances that might impair a director’s independence. Based on that review, the Board has determined that all ExxonMobil non-employee directors are independent. The Board has also determined that each member of the Audit, Board Affairs,Nominating and Governance, Compensation, and Environment, Safety and Public Issues and ContributionsPolicy Committees (see table on page 25)36) is independentbased on both applicable NYSE standards and the Company’s independence standards for each of these committees. The Company’s standards for each committee are included in their respective charters and posted on our website at exxonmobil.com/guidelinesgovernance.
In recommending that each director and nominee be found independent, the Board AffairsNominating and Governance Committee reviewed the followingidentified no transactions, relationships, or arrangements. All matters described below fall withinarrangements that required consideration under the NYSE and ExxonMobil independence standards.standards described above.
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Shareholder Engagement in 2021
The Board and management believe ongoing engagement with our shareholders is vitally important and understand the importance of keeping shareholders informed about the business, understanding shareholders’ perspectives, and addressing shareholders’ areas of interest. The Board and management welcome and value input from all shareholders.
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Director Nomination Process and Board Succession
As noted in the committee information that follows, the Board AffairsNominating and Governance Committee is responsible for identifying and evaluating director candidates. The description below sets forth the process through which the Committee identifies potential nominees to the Board and evaluates their qualifications.
Candidate Recommendations
The Board AffairsNominating and Governance Committee seeks new candidates in several ways:
Recommendations made by the non-employee directors. These recommendations are developed based on the directors’ own knowledge and experience in a variety of fields and on the research conducted by ExxonMobil staff at the Committee’s direction.
• | Engagement of an executive search firm. The firm brings forward potential director candidates for the Committee to consider and helps research candidates identified by the Committee. |
2024 Proxy Statement | 29 |
Engagement of an executive search firm. The firm brings forward potential director candidates for the Committee to consider and helps research candidates identified by the Committee.
• | Recommendations made by the non-employee directors. These recommendations are developed based on the directors’ own knowledge and experience in a variety of fields and on the research conducted by ExxonMobil staff at the Committee’s direction. |
Recommendations made by employee directors, shareholders, and others.
• | Recommendations made by employee directors, shareholders, and others. |
All recommendations, regardless of the source, are evaluated on the same basis against the criteria contained in the SelectionCorporate Governance Guidelines. The Committee has also instructed its executive search firm to include diversity as part of the candidate search criteria.
Shareholders may send recommendations for director candidates to the Corporate Secretary at the address given under Contact Information on page 8. A submission recommending a candidate should include:
Sufficient biographical information to enable the Committee to evaluate the candidate in light of the Selection Guidelines;
Information concerning any relationship between the candidate and the recommending shareholder; and
Material indicating the willingness of the candidate to serve if nominated and elected.
• | Sufficient biographical information to enable the Committee to evaluate the candidate in light of provisions of the Corporate Governance Guidelines on non-employee director qualifications; |
Information concerning any relationship between the candidate and the recommending shareholder; and |
• | Material indicating the willingness of the candidate to serve if nominated and elected. |
The procedures by which shareholders may recommend nominees have not changed materially since last year’s proxy statement.
Assessment and Nomination
Once potential nominees are identified, the Board AffairsNominating and Governance Committee assesses each candidate’s overall qualifications for nomination to the Board relative to an assessment of the Company’s future direction. In evaluating prospective directors, the Committee considers various factors including:
ExxonMobil’s Corporate Governance Guidelines;
• | ExxonMobil’s Corporate Governance Guidelines, including provisions on non-employee director qualifications; |
The candidate’s skills, expertise, and background as compared to ExxonMobil’s Selection Guidelines;
• | ExxonMobil’s strategy, risk profile, and current Board composition; |
ExxonMobil’s strategy, risk profile, and current Board composition;
• | Independence, perspectives, objectivity, reasoning, and judgment of the candidate; and |
Independence, perspectives, objectivity, reasoning, and judgment of the candidate; and
Board diversity.
• | Board diversity. |
ExxonMobil seeks to have a diverse Board representing a range of backgrounds, knowledge, and skills relevant to the Company’s business and the needs of the Board, and as part of the search process, considers highly qualified candidates, including women and minorities. The Committee does not use quotas but considers diversity along with the other requirements of the SelectionCorporate Governance Guidelines provisions on non-employee director qualifications when evaluating potential new directors. The resulting diversity of experience, skills, gender, and race/ethnicity on the ExxonMobil Board serves as a testament to this robust process.
If the Board AffairsNominating and Governance Committee determines to advance a candidate in the nomination process, the Committee puts the candidate forward for consideration by the full Board.
Since our last annual meeting of shareholders, the Committee continued its director succession planning, using the process described above and taking into account, among other factors, shareholders’ interest in boardBoard refreshment and specifically in adding directors with oil and natural gas industry, energy and business transition, capital allocation, and finance expertise. Mr. Goff, Ms. Hietala, and Mr. Karsner wereDina Powell McCormick was recommended by a shareholderour executive search firm and joined the Board during 2021 with the support of shareholders.in January 2024.
Director Re-Nomination
The Board AffairsNominating and Governance Committee also oversees the re-nomination process. In considering whether to re-nominate a director for re-election, at our annual meeting, the Committee reviews each director, considering such factors as:
Attendance and participation at Board and committee meetings;
• | Attendance and participation at Board and committee meetings; |
Skills, experience, and personal attributes;
• | Skills, experience, and personal attributes; |
Continued contribution to the Board’s effectiveness;
• | Continued contribution to the Board’s effectiveness; |
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Results from the annual Board and committee self-assessments;
• | Results from the annual Board and committee self-assessments; |
Shareholder feedback, including the support received at our annual meeting of shareholders; and
• | Shareholder feedback, including the support received at our annual meeting of shareholders; and |
Independence.
• | Independence. |
Board Tenure
The Board does not impose tenure limits on its directors, other than a mandatory retirement age of 7275 and the requirement to stand for election annually. Given the complexity and breadth of our business and its long-term investment horizons, the Board considers longevity of service and experience of great value. The Board also believes that its director compensation approach, which limits the vesting of restricted shares until retirement, closely aligns directors with the interests of long-term shareholders.investors.
All ExxonMobil directors stand for election at the annual meeting. Non-employee directors cannot stand for election after they have reached age 72,75, unless the Board makes an exception on a case-by-case basis.
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During 2021 and 2022, the Board assisted by the Board Affairs Committee evaluated an exception to the mandatory retirement age for Dr. Avery. The Committee and Board considered Dr. Avery’s climate change related experience as an atmospheric scientist with significant scientific and research qualifications and skills, her continued leadership as the Chair of the Public Issues and Contributions Committee, her relatively short tenure on the Board of only five years, and the views and perspectives of our shareholders. The Board and Committee evaluated these skills and experiences as valuable in supporting the strategic direction of the Company and its efforts to play a leading role in the energy transition. The Committee and Board also evaluated the importance of continuity of leadership during the significant Board refreshment in 2021. In light of these considerations, in 2022 the Board Affairs Committee recommended, and the Board concurred that the Company would benefit from Dr. Avery’s continued contributions and service as a director and the Board approved Dr. Avery’s re-nomination. Dr. Avery recused herself from all Committee and Board discussions of the exception and abstained from the Board vote on the matter.
Restricted shares received by non-employee directors are subject to forfeiture if the non-employee director leaves the Board early, i.e., before the retirement age of 72.75. Employee directors resign from the Board when they are no longer employed by ExxonMobil.
As of April 1, 2022,2024, the average tenure of ExxonMobil’s non-employee directors is 4.03.6 years, well below the average of Standard & Poor’s (S&P) 500 companies of 7.77.8 years (per 20212023 Spencer Stuart Board Index). Fifty percentMore than 60% of current ExxonMobil directors have joined the Board since 2020.January 2021.
2023 Shareholder Vote Response
At last year’s annual shareholder meeting, our shareholders voted with the Board’s recommendations on all shareholder proposals. Throughout the following year, Board members, senior management, and subject-matter experts engaged with a wide range of our shareholders to understand their perspectives and how ExxonMobil can better provide decision-useful information on key issues.
There is a wide range of perspectives across our more than 5 million shareholders. However, as a group, they expressed interest about certain topics. With input and oversight from our Board, we responded by updating our Advancing Climate Solutions Report (ACS) and Sustainability Report (SR) guided by investor input. We have hosted several investor webcasts and engaged directly with investors on the expanded content, which garnered positive feedback.
Our ongoing response to investor perspectives is an important aspect of the continuous improvement of our governance. With the oversight and participation of our Board, we will continue an active outreach program to gather and respond to feedback.
The full ACS is available on our website at exxonmobil.com/acsprogressreport.
The full SR is available on our website at exxonmobil.com/sustainabilityreport.
2024 Proxy Statement | 31 |
Topic | How we responded in our 2024 disclosure | |
Methane emission measurement and mitigation | • Our ACS now provides more detail regarding our efforts to detect, measure, and mitigate methane emissions. For example, we added: ¡ Details about methane detection technologies, including capabilities and deployment in our operations; ¡ Methane emissions by source and region; and ¡ Expanded information about our work and collaborations on detection, measurement, and quantification. • Additionally, ExxonMobil agreed to join the United Nation’s Oil & Gas Methane Partnership (OGMP 2.0). We look forward to working with OGMP 2.0 staff and other companies on making real, tangible progress toward methane emission reductions. | |
Greenhouse gas (GHG) emission-reduction plans and progress through 2022 | • Guided by investor interest to better understand how we are driving down our emissions, we disclose the major factors contributing to our achievement of a greater than 10% reduction in GHG emissions intensity from operated assets between 2016 and 2022. Our new waterfall chart illustrates that methane and flaring intensity reductions were the greatest contributors to reducing emissions intensity over this period. Divestments did not meaningfully contribute to our intensity reductions. • The ACS also provides data illustrating the potential GHG emissions abatement options for our operations in support of our 2030 GHG emission-reduction plans – including options specific to our Permian Basin operations. | |
Low Carbon Solutions (LCS) business and the opportunities to lead the energy transition, including our plans for carbon capture and storage (CCS) and lithium | • Our ACS details our progress in building a profitable CCS business, including agreements to collectively capture up to 5 million metric tons of CO2 per year from customers in hard-to-decarbonize industries – the equivalent of replacing nearly 2 million gasoline-powered cars with electric vehicles. • The ACS also describes our leading U.S. Gulf Coast CO2 infrastructure after our acquisition of Denbury, Inc., with 1,300 miles of CO2 pipelines – the largest owned and operated network in the United States. • In addition, the ACS provides information about our plans to produce lithium carbonate; our LCS business can use our existing skills in subsurface exploration, drilling, refining, and chemicals to bring meaningful scale to direct deep-brine lithium extraction technology. This initiative will provide battery manufacturers with a more reliable, lower-carbon lithium supply option with fewer environmental impacts than traditional hard rock mining. • We share “what’s next” for LCS, including a wide range of opportunities that include helping the maritime industry meet its goals, testing innovative fuel blends with Toyota, co-processing,fats-to-fuel processes, and new jet fuel technology. | |
Advanced recycling of plastics | • Our SR details how we are working to improve plastics life cycle circularity by (1) expanding our advanced recycling capability to broaden the range of plastics that can be recycled, (2) developing plastic solutions that enable our customers to make products that society can more easily recycle, and (3) supporting improvements in plastic waste recovery, gathering, and sorting. • Our publication addresses our sales of certified-circular plastics, including the certification of our advanced recycling facilities and process via an independent, third-party certification system called International Sustainability and Carbon Certification PLUS. • According to a 2022 carbon footprint assessment by Sphera, every ton of plastic processed using our advanced recycling technology results in at least 19% lower greenhouse gas emissions compared to processing the same amount of crude-based feedstocks. See exxonmobilchemical.com/en/exxonmobil-chemical/sustainability/advanced-recycling-technology/carbon. |
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Topic | How we responded in our 2024 disclosure | |
Training our workforce to lead in an energy transition | • “Meaningful development” for our workforce is one of ExxonMobil’s five strategic priorities. As explained in our SR and Investing in People report, we are committed to the development of a diverse and engaged organization in which every employee has opportunities for personal and professional growth. • In the “Supporting a just transition” expanded section of the SR, we provide information about our approach, key collaborations, and case studies illustrating how, even in potentially aggressive decarbonization pathways, we expect to continue to provide meaningful employment opportunities and support investment and indirect economic growth within the communities where we operate. • As described in our disclosures, our career-oriented, individually tailored development approach is unique and results in many employees moving to new roles about every three years. In 2023, approximately 12,000 employees took a new job role, providing an opportunity to grow and develop new skills and capabilities; for many employees, this also included an opportunity to work in another region or part of our business. | |
Water conservation | • Our SR describes how in 2023 we worked with outside experts to begin an in-depth analysis of key operating sites in areas of potential water stress. This work informs our ongoing efforts to develop comprehensive water roadmaps to reduce freshwater intake for select major operated facilities, including those in areas of water stress. • We also include in this disclosure a Spotlight on the Permian Basin and how we are working to safeguard the availability and quality of the water sources in the area. For example, in 2022, we sourced more than 130 million barrels of water from recycled Permian-produced water, comprising 64% of our water needs for production activities while the remaining water needed came from brackish sources. • We also describe some of our strategic collaborations, as well as site-specific strategies for our projects in Baytown, Texas, and in Singapore, and how we are increasingly using recycled produced water at our Fayetteville and Marcellus shale gas operations. |
ExxonMobil’s consistent responsiveness to investor perspectives
* | See our website at corporate.exxonmobil.com/news/news-releases for May 23, 2018, release of 2020 emission reduction plans; December 14, 2020, release of 2025 emission reduction plans; December 1, 2021, release of 2030 emission reduction plans; December 6, 2021, release of net zero by 2030 emissions plan for Permian Basin unconventional operations; and January 18, 2022, release of Scope 1 and Scope 2 net-zero ambition for operated assets by 2050. |
2024 Proxy Statement | 33 |
Shareholder Engagement in 2023
The Board and management believe ongoing engagement with our shareholders is vitally important and understand the importance of understanding shareholders’ perspectives, keeping shareholders informed about the business, and addressing investors’ areas of interest. The Board and management welcome and value input from all shareholders.
Engaged with: • Institutional Investors • Retail Shareholders • Pension Funds • Religious Organizations • Non-governmental Organizations • Proxy Advisory Firms • Environmental, Social, and Governance (ESG) Rating Firms • Industry Thought Leaders | Engaged through: • Individual and Group Investor Meetings • Corporate Plan Update • Quarterly Earnings Calls • Investor Conferences • Spotlight Events • Annual Shareholder Meeting • Shareholder Webcasts • Stakeholder Outreach | Engagements include: • Non-employee Directors • Chairman / CEO / Management Committee • Senior Management • Subject Matter Experts • Other Employees | ||
Sustainability Engagements: 50% Increase since 2019 |
Engaged with Shareholders Representing: | Information Shared through: | |||
1.8 billion shares ~ 46% of total outstanding shares and ~ 70% of institutional shareholdings | • SEC Filings • Press Releases • Annual Report • Company Website •Investing in People | • Advancing Climate Solutions Report • Sustainability Report • Lobbying Report • Climate Lobbying Report |
Insights into the Boardroom
The Board added five new independent directors in 2021. These new directors add to the Board’s existing skillsets and expertise by providing additional experience in energy, business transition, and capital allocation. Each new director participated in comprehensive onboarding sessions designed to accelerate the learning curve and cover a wide range of topics, including the Company’s history, culture, practices, risk framework, legal and regulatory requirements, and ethics and other policies.
ExxonMobil aims to have a diverse Board representing a range of backgrounds, knowledge, and skills relevant to the Company’s business and the Board’s needs. As part of the refreshment process, highly qualified candidates, including women and minorities, are considered. Four of the last ten directors added to the Board have been female and/or racially/ethnically diverse.
The ExxonMobil Board is actively engaged in and committed to overseeing the Company’s efforts to grow long-term shareholderinvestor value, while playingmeet the evolving needs of society, and play a leading role in thea thoughtful energy transition.
This role includes oversight and guidance on the Company’s plan through 2027. The plan is expected to more than double earnings potential by 2027 versus 2019. ExxonMobil also expects to invest $22 billion to $27 billion in capital annually to help increase the supply of energy and products to meet global demand, while also reducing structural costs by $15 billion by year-end 2027 versus 2019. See Exhibit A for information on future earnings and cash flow potential and structural cost savings. We are pursuing more than $20 billion in lower-emission investments from 2022 through 2027. These investments are aimed at reducing the Company’s own greenhouse gas emissions and growing its Low Carbon Solutions business, which is focused on value-accretive opportunities in carbon capture and storage, hydrogen, biofuels, and lithium. We also plan to increase the pace of share repurchases after the acquisition of Pioneer Natural Resources to $20 billion annually, assuming reasonable market conditions – on top of a competitive, sustainable, growing quarterly dividend.
The Board provides oversight for the Company’s key risks and opportunities and regularly reviews a variety ofimportant issues important to ExxonMobil through a process that involves briefings with subject matter experts from inside and outside the Company. Topics include climate change, research and development efforts,technology, operating strategies, business and corporate planning, technology, current events, shareholderclimate change, research and development, succession planning for senior-level positions and organization health, investor engagements, and Company performance. The Board and its committees use these insights to inform their oversight of a broad range of interrelated risks and opportunities.
This past year,For example, cybersecurity risk is overseen by the Audit Committee as part of its responsibilities for the Company’s risk management approach and structure. In its annual cybersecurity review, information technology management provides the Committee or the Board, metas appropriate, updates on nearly a monthly basis. The Board provided oversightthe Corporation’s cybersecurity strategy, initiatives, key security metrics, penetration testing results, business response plans, and guidancethe evolving threat landscape. See our Form 10-K for more information on strategy development and key activities, including the 2022 to 2027 corporate plan and associated capital plan. This plan supports investments in competitively advantaged, low-cost-of-supply opportunities; growing high value products and fuels, lubricants, and chemicals; and a significant increase in investments in lower-emission initiatives to $15 billion through 2027. Among these initiatives are ongoing efforts to reduce Scope 1 and Scope 2 greenhouse gas emissions from the Company’s operations and growing the Company’s Low Carbon Solutions business.
cybersecurity program.
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The Low Carbon Solutions businessCompany’s talent strategy is focused on carbon captureanother example of Board oversight – covering the full range of opportunities and storage, hydrogen, and lower-emission fuels, which will be criticalrisks related to reducing emissions in hard-to-abate sectors such as heavy industry and commercial transportation. ExxonMobil has extensive experience and competitive advantages in these technologies that will enable the Company to spur consideration of supportive government policy and play a leadership role in the markets that develop to meet demand for these solutions. Under the Board’s oversight, the Company also announced new Scope 1 and Scope 2 emission reduction plans through 2030 for Company operated assets relative to 2016 levels, including plans to achieve net-zero emissions in the Permian Basin by 2030. Further, the Company announced its ambition to achieve net-zero emissions for Scope 1 and Scope 2 emissions by 2050 for Company operated assets. More details on these actions can be found in the Advancing Climate Solutions report, which is available onhuman capital management. This includes the Company’s website.
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To enhance Board governance, ExxonMobil’s independent Lead Director’s broad authorities were enhanced in 2020efforts to attract, retain, and include leading the annual performance evaluation of the Board and its committees. The Lead Director also works with the Compensation Committee to oversee the annual evaluation of the CEO.
Beyond evaluation of the CEO, the Board regularly reviews ExxonMobil’s talent strategy, succession planning and training, and other development programs. This talent strategy encompasses all elements of human capital management, including attracting, retaining, and developingdevelop a productive, capable, and diverse workforce that is reflective of the global community wherein which ExxonMobil operates. Diversityoperates – always with a focus on workforce health and inclusion are criticalsafety. See the Investing in People report for more information.
The effectiveness of the Board’s guidance reflects the diversity of strengths and experience of the individual directors, as well as the directors’ commitment and ability to work as a group in carrying out their responsibilities. The Board added one new director in January 2024 and expects to welcome two additional directors upon closing the successPioneer Natural Resources merger. Each director candidate is subject to our normal screening and evaluation process to ensure the candidate has experience and demonstrated expertise in managing large, relatively complex organizations and is able to provide a valuable perspective in dealing with complex situations with worldwide scope.
Each new director participates in comprehensive onboarding sessions with senior leaders designed to accelerate the learning curve. Sessions span about 20 hours and cover a wide range of ExxonMobil’s talent strategy,topics, including the Company’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. Additionally, the Board stewardsregularly visits ExxonMobil sites to meet with employees and experience our facilities and operations up close.
The Board is evaluated annually through a process overseen by the Company’s performance against this objective.Lead Director. Each director is asked for suggestions to improve Board and committee effectiveness and to provide their views on a range of issues, including leadership, culture, purpose, and strategy; Board composition and structure; individual director performance; quality of deliberations and communication with management; and oversight of risk management. The Lead Director then facilitates an evaluation session, providing an opportunity to review feedback and identify areas for improvement.
The
•Written Communications: Written correspondence should be addressed to the director or directors at the address given under Contact Information on page 8.
•Electronic Communications: You may send a message to individual non-employee directors, Board committees, or the non-employee directors as a group by using the form provided for that purpose on our website at exxonmobil.com/directors.
All communications are recorded by an ExxonMobil Assistant Secretary or designated staff member and forwarded to the appropriate director or directors or otherwise handled as the Committee has directed.
|
Code of Ethics and Business Conduct
The Board maintains policies and procedures (referred to in this proxy statement as the Code) that represent both the code of ethics for the principal executive officer, principal financial officer, and principal accounting officer under SEC rules, and the code of business conduct and ethics for directors, officers, and employees under NYSE listing standards. The Code applies to all directors, officers, and employees and is at the core of the Company’s foundational policies. The Code includes a Conflicts of Interest Policy under which directors, officers, and employees are expected to avoid any actual or apparent conflict between their own personal interests and the interests of the Corporation. The Code also includes an Ethics Policy under which directors, officers, and employees are expected to observe the highest ethical standards of integrity in the conduct of the Company’s business. Each year, directors, officers, and employees are required to certify that they have read the Code and remain in compliance with its requirements. The
|
Code is posted on the ExxonMobil website at exxonmobil.com/code. The Code is also included as an exhibit to our Annual Report on Form 10-K. Any amendment of the Code will be posted promptly on ExxonMobil’s website.
The Corporation maintains procedures for administering and reviewing potential issues under the Code, including procedures that allow employees to make complaints without identifying themselves unless otherwise required by law. The Corporation also conducts periodic mandatory business practice training sessions.
2024 Proxy Statement | 35 |
The Board AffairsNominating and Governance Committee will initially review any suspected violation of the Code involving an executive officer or director and will report its findings to the Board. The Board does not envision that any waiver of the Code will be granted. Should such a waiver occur, it will be promptly disclosed on ExxonMobil’s website.
Board Meetings and Annual Meeting Attendance
The Board met 1311 times in 2021.2023. ExxonMobil’s incumbent directors, on average, attended approximately 97 percent98% of Board and committee meetings during 2021.2023. No director attended fewer than 75 percent75% of such meetings. ExxonMobil’s non-employee directors held 10six executive sessions in 2021,2023, chaired by the independent Lead Director. As specified in our Corporate Governance Guidelines, it is ExxonMobil’s policy that directors should make every effort to attend the annual meeting of shareholders. All directors on May 26, 2021 attended the 20212023 annual meeting of shareholders.shareholders on May 31, 2023.
Board Committees
The Board appoints committees to help carry out its duties. Board committees work on key issues in greater detail than would be possible at full Board meetings. Only non-employee directors may serve on the Audit, Compensation, Board Affairs,Nominating and Governance, and Environment, Safety and Public Issues and ContributionsPolicy Committees. Each committee has a written charter. The charters are posted on the Corporate Governance section of our website at exxonmobil.com/governance.
The tables below show the current membership of each Board committee and the number of meetings each committee held in 2021.2023.
Director | Audit | Compensation |
Governance | Finance | Environment, Safety
| Executive(1) | |||||||||||||||
M.J. Angelakis |
|
|
| ||||||||||||||||||
S.K. Avery |
· |
| |||||||||||||||||||
A.F. Braly |
|
· | |||||||||||||||||||
|
|
|
| ||||||||||||||||||
|
|
|
| ||||||||||||||||||
G.J. Goff |
· | · | |||||||||||||||||||
J.D. Harris II |
· |
· | |||||||||||||||||||
K.H. Hietala |
· |
· | |||||||||||||||||||
J.L. Hooley |
· |
· | |||||||||||||||||||
S.A. Kandarian |
· | · |
· | ||||||||||||||||||
A.A. Karsner |
· |
· | |||||||||||||||||||
L.W. Kellner | · | · | |||||||||||||||||||
D. Powell McCormick | · | · | |||||||||||||||||||
J.W. Ubben |
· |
· | |||||||||||||||||||
D.W. Woods |
· |
|
C = Chair ✓· = Member (1) Other directors serve as alternate members on a rotational basis
Meetings in 2023:
36 | 2024 Proxy Statement |
Meetings in 2021:
Board AffairsNominating and Governance Committee
The Board AffairsNominating and Governance Committee, chaired by the independent Lead Director, serves as ExxonMobil’s nominating and corporate governance committee. Its responsibilities include:
Recommendations on director candidates and reviewing requests for participation on other boards;
• | Recommendations on director candidates and reviewing requests for participation on other boards; |
Maintaining procedures for director engagement with shareholders;
• | Maintaining procedures for director engagement with shareholders; |
Providing comments and suggestions to the Board on committee structure and committee assignments;
• | Providing comments and suggestions to the Board on committee structure and committee assignments; |
Reviewing corporate governance practices, including the Corporate Governance Guidelines;
• | Reviewing corporate governance practices, including the Corporate Governance Guidelines; |
Reviewing any issue involving an executive officer or director under the Code; and
• | Reviewing any issue involving an executive officer or director under the Code; and |
Administering ExxonMobil’s Related Person Transaction Guidelines.
• | Administering ExxonMobil’s Related Person Transaction Guidelines. |
The Committee also administers provisions of the Corporate Governance Guidelines that require a director to tender a resignation when there is a substantial change in the director’s circumstances. The Committee reviews the relevant facts to determine whether the director’s continued service would be appropriate and makes a recommendation to the Board.
Another responsibility of the Committee is to review and make recommendations to the Board regarding the compensation of the non-employee directors. The Committee uses an independent consultant, Pearl Meyer & Partners, LLC (Pearl Meyer), to provide information on current developments and practices in director compensation. Pearl Meyer is the same consultant retained by the Compensation Committee to advise on executive compensation but performs no other work for ExxonMobil.
The Corporate Governance Guidelines for the Selection of Non-Employee Directors describe the qualifications the Committee looks for in director candidates. These SelectionCorporate Governance Guidelines, as well as the Committee’s charter, are posted on the Corporate Governance section of our website.
Audit Committee
The Audit Committee oversees accounting and internal control matters. Its responsibilities include oversight of:
Management’s conduct of the Corporation’s financial reporting process;
The integrity of the financial statements and other financial information provided by the Corporation to the SEC and the public;
The Corporation’s system of internal accounting and financial controls;
The Corporation’s compliance with legal and regulatory requirements;
The performance of the Corporation’s internal audit function;
The independent auditors’ qualifications, performance, and independence; and
The annual independent audit of the Corporation’s financial statements.
• | Management’s conduct of the Corporation’s financial reporting process; |
| The integrity of the financial statements and other financial information provided by the Corporation to the SEC and the public; |
The Corporation’s system of internal accounting and financial controls; |
• | The Corporation’s compliance with legal and regulatory requirements; |
• | The performance of the Corporation’s internal audit function; |
• | The independent auditors’ qualifications, performance, and independence; and |
• | The annual independent audit of the Corporation’s financial statements. |
The Committee has direct authority and responsibility to appoint (subject to shareholder ratification), compensate, retain, and oversee the independent auditors.
The Committee also prepares the report that SEC rules require be included in the Corporation’s annual proxy statement. The report begins on page 33.43.
The Audit Committee has adopted specific policies and procedures for pre-approving fees paid to the independent auditors. Under the Audit Committee’s approach, an annual program of work is approved each October for the following categories of services: Audit, Audit-Related, and Tax. Additional engagements may be brought forward from time to time for pre-approval by the Audit Committee. Pre-approvals apply to engagements within a category of service and cannot be transferred between categories. If fees might otherwise exceed pre-approved amounts for any category of permissible services, the incremental amounts must be reviewed and pre-approved prior to commitment. The complete text of the Audit Committee’s pre-approval policies and procedures, as well as the Committee’s charter, is posted on the Corporate Governance section of ExxonMobil’s website.
The Board has determined that all members of the Committee are financially literate within the meaning of the NYSE standards, and a majority are “audit committee financial experts” as defined in the SEC rules, including Ms. BurnsMr. Goff as the Audit Committee Chair.
2024 Proxy Statement | 37 |
Compensation Committee
The Compensation Committee is comprised exclusively of non-employee, independent directors, and oversees compensation, based on individual performance, for ExxonMobil’s senior executives (including salary, bonus, and performance share awards), as well as succession planning for key executive positions. The Committee’s charter is available on the Corporate Governance section of our website.
The Committee took the following actions:
Reviewed and approved the corporate goals and objectives;
• | Reviewed with the Board and approved the corporate goals and objectives; |
Reviewed the Corporation’s business results and progress toward strategic objectives during the year with ExxonMobil’s CEO and other senior executives;
• | Reviewed the Corporation’s business results and progress toward strategic objectives during the year with ExxonMobil’s CEO and other senior executives; |
Reviewed the individual performance and contributions of the CEO and other senior executives;
• | Reviewed the individual performance and contributions of the CEO and other senior executives; |
Discussed the Company’s executive compensation program design with its independent consultant;
• | Discussed the Company’s executive compensation program design with its independent consultant; |
Considered the results of the 2021 advisory vote on executive compensation;
• | Considered feedback from shareholder engagements and the results of the 2023 advisory vote on executive compensation; |
Deliberated pay decisions based on an assessment of progress toward strategic objectives, business results, individual performance, and the results of annual benchmarking, taking into account experience in position;
• | Deliberated pay decisions based on an assessment of progress toward strategic objectives, business results, individual performance, and the results of annual benchmarking, taking into account experience in position; |
Established the aggregate annual ceiling for the 2021 long-term incentive award program and bonus program;
• | Established the aggregate annual ceiling for the 2023 long-term incentive award program and bonus program; |
Assessed each element of the Company’s compensation program and practices, and confirmed that they do not create any material adverse risks for the Company. The key design features of the compensation program that discourage executives from taking inappropriate risk are described in detail in this proxy statement (see pages 39, 56, and 57); and
• | Assessed each element of the Company’s compensation program and practices, and confirmed that these do not create any material adverse risks for the Company. The key design features of the compensation program that discourage executives from taking inappropriate risk are described in detail in this proxy statement (see pages 49, 66, and 67); |
• | Reviewed with the Board progress on executive development and succession planning for senior-level positions and organizational health with input from the CEO; and |
Reviewed progress on executive development and succession planning for senior-level positions with input from the CEO.
• | Reviewed with the Board the Company’s efforts in investing in globally diverse talent. |
The Committee does not delegate its responsibilities with respect to ExxonMobil’s executive officers and other senior executives. For other employees, the Committee delegates authority to determine individual salaries and incentive awards to a committee consisting of the Chairman and Management Committee. That committee’s actions are subject to a salary budget and aggregate annual ceilings on incentive awards established by the Compensation Committee.
For more information on the compensation decisions made by the Committee for 2021,2023, refer to the Compensation Discussion and Analysis beginning on page 37.47.
The Compensation Committee’s report is available on page 36.46.
The Compensation Committee utilizes the expertise of an external independent consultant, Pearl Meyer. At the direction of the Committee, Pearl Meyer:
Attends Committee meetings;
• | Attends Committee meetings; |
Informs the Committee regarding general trends in executive compensation across industries;
• | Informs the Committee regarding general trends in executive compensation across industries; |
Prepares the analysis of comparator company compensation used by the Committee; and
• | Prepares the analysis of comparator company compensation used by the Committee; and |
Participates in the Committee’s deliberations regarding compensation for Named Executive Officers.
• | Participates in the Committee’s deliberations regarding compensation for Named Executive Officers. |
In addition, at the direction of the Chair of the Board AffairsNominating and Governance Committee, Pearl Meyer provides an annual survey of non-employee director compensation for use by that Committee.
The Compensation Committee is solely and directly responsible for the appointment, compensation, and oversight of the consultant. The Committee considers factors that could affect Pearl Meyer’s independence, including that the consultant provides no services for ExxonMobil other than its engagement by the Committee and the Board AffairsNominating and Governance Committee as described above. Based on this review, the Committee has determined the consultant’s work for the Committee to be free from conflicts of interest.
38 | 2024 Proxy Statement |
In 2023, the Compensation Committee conducted a market assessment of Compensation Consultants and voted unanimously to retain Pearl Meyer as the independent Compensation Consultant.
Finance Committee
The Finance Committee reviews ExxonMobil’s financial policies, practices, and strategies including our capital structure /issues related to its financial outlook, capital allocation plan, and share purchase program. The Committee authorizes the issuance of corporate debt subject to limits set by the Board.capital structure; shareholder distribution policies and practices; insurance and pension investment programs; and significant investments, acquisitions, and divestitures. The Committee’s charter is available on the Corporate Governance section of our website.
Environment, Safety and Public Issues and ContributionsPolicy Committee
The Environment, Safety and Public Issues and ContributionsPolicy Committee reviewsassists the effectiveness ofBoard in overseeing the Corporation’s policies, programs,positions and practices with respect toregarding safety, security, health, and the environment including climate-related matters,(including but not limited to climate, emissions, and social issues.sustainability) and other public policy issues relevant to the Corporation. The Committee hears reports from operating units on safety and environmental activities and alsoalong with the full Board periodically visits operating sites to observe and comment on current operating practices. In addition, the Committee reviewsprovides oversight on the levelCorporation’s overall contributions strategies, objectives, and policies through an annual review of ExxonMobil’s support for education and other public service programs,contributions, including the Company’sCorporation’s contributions to the ExxonMobil Foundation. The Foundation and the Corporation engage in a range of philanthropic activities that advance education, with a focus on math and science in the United States; promote women as catalysts for economic development; combat malaria; and support other cultural and public service initiatives. The Committee’s charter is available on the Corporate Governance section of our website.
Executive Committee
The Executive Committee has broad power to act on behalf of the Board. In practice, the Committee meets only when it is impractical to call a meeting of the full Board.
Director compensation elements are designed to:
Ensure alignment with long-term shareholder interests;
Ensure the Company can attract and retain outstanding director candidates who meet the selection criteria outlined in the Guidelines for the Selection of Non-Employee Directors, which can be found on the Corporate Governance section of our website;
Recognize the substantial time commitment necessary to oversee the affairs of the Corporation; and
Support the independence of thought and action expected of directors.
• | Ensure alignment with long-term investor interests; |
| Ensure the Company can attract and retain outstanding director candidates who meet the selection criteria outlined in the Corporate Governance Guidelines, which can be found on the Corporate Governance section of our website; |
Recognize the substantial time commitment necessary to oversee the affairs of the Corporation; and |
• | Support the independence of thought and action expected of directors. |
Non-employee director compensation levels are reviewed by the Board AffairsNominating and Governance Committee each year, and resulting recommendations are presented to the full Board for approval. The Committee uses an independent consultant, Pearl Meyer, to provide information on current developments and practices in director compensation. Pearl Meyer is the same consultant retained by the Compensation Committee to advise on executive compensation but performs no other work for ExxonMobil.
ExxonMobil employees receive no additional pay for serving as directors.
Non-employee directors receive compensation consisting of cash and equity in the form of restricted stock. Non-employee directors are also reimbursed for reasonable expenses incurred to attend Board meetings or other functions relating to their responsibilities as a director of Exxon Mobil Corporation.
The annual cash retainer for non-employee directors is $110,000 per year. The Chairs of the Audit and Compensation Committees receive an additional $10,000 per year. The Lead Director receives an additional $50,000 per year.
A significant portion of director compensation is granted in the form of restricted stock that is not adjusted to alignoffset changes in share price, resulting in directors seeing a one-for-one change in compensation through share price; this
aligns director interests with the interests of our long-term shareholders.investors. The annual restricted stock award grant for incumbent non-employee directors is 2,500 shares. A new non-employee director receives a one-time grant of 8,000 shares of restricted stock upon first being elected to the Board.
2024 Proxy Statement | 39 |
While on the Board, the non-employee director receives the same cash dividends on restricted shares as a holder of regular common stock, but the shares, including those received when first elected to the Board, remain unvested and, thus, cannot be sold or pledged. TheAll restricted shares are subject to forfeiture if the non-employee director leaves the Board early, i.e., before the retirement age of 72,75, as specified for non-employee directors.
Current and former non-employee directors of Exxon Mobil Corporation are eligible to participate in the ExxonMobil Foundation’s Educational and Cultural Matching Gift Programs under the same terms as the Corporation’s U.S. employees.
Non-Employee Director Compensation for 20212023
Name
|
Fees ($)
|
Stock
|
Option ($)
|
Non-Equity ($)
|
Change in and Nonqualified Deferred Earnings ($)
|
Other ($)(d)
|
Total ($)
|
Fees ($)
|
Stock
|
Option ($)
|
Non-Equity ($)
|
Change in and Nonqualified Deferred Earnings ($)
|
Other ($)(b)
|
Total ($)
| ||||||||||||||||||||||||||||
M.J. Angelakis |
| 91,972 |
|
| 455,020 |
| 0 | 0 | 0 | 193 |
| 547,185 |
|
| 110,000 |
|
| 269,400 |
| 0 | 0 | 0 | 237 |
| 379,637 |
| ||||||||||||||||
S.K. Avery |
| 110,000 |
|
| 104,063 |
| 0 | 0 | 0 | 232 |
| 214,295 |
|
| 110,000 |
|
| 269,400 |
| 0 | 0 | 0 | 237 |
| 379,637 |
| ||||||||||||||||
A.F. Braly |
| 114,725 |
|
| 104,063 |
| 0 | 0 | 0 | 232 |
| 219,020 |
|
| 120,000 |
|
| 269,400 |
| 0 | 0 | 0 | 237 |
| 389,637 |
| ||||||||||||||||
U.M. Burns |
| 120,000 |
|
| 104,063 |
| 0 | 0 | 0 | 232 |
| 224,295 |
| |||||||||||||||||||||||||||||
K.C. Frazier |
| 160,000 |
|
| 104,063 |
| 0 | 0 | 0 | 232 |
| 264,295 |
| |||||||||||||||||||||||||||||
U.M. Burns(c) |
| 50,110 |
|
| 269,400 |
| 0 | 0 | 0 | 100 |
| 319,610 |
| |||||||||||||||||||||||||||||
G.J. Goff |
| 58,022 |
|
| 494,400 |
| 0 | 0 | 0 | 116 |
| 552,538 |
|
| 115,824 |
|
| 269,400 |
| 0 | 0 | 0 | 237 |
| 385,461 |
| ||||||||||||||||
J.D. Harris II |
| 110,000 |
|
| 862,080 |
| 0 | 0 | 0 | 237 |
| 972,317 |
| |||||||||||||||||||||||||||||
K.H. Hietala |
| 58,022 |
|
| 494,400 |
| 0 | 0 | 0 | 116 |
| 552,538 |
|
| 110,000 |
|
| 269,400 |
| 0 | 0 | 0 | 237 |
| 379,637 |
| ||||||||||||||||
J.L. Hooley |
| 110,000 |
|
| 104,063 |
| 0 | 0 | 0 | 232 |
| 214,295 |
|
| 160,000 |
|
| 269,400 |
| 0 | 0 | 0 | 237 |
| 429,637 |
| ||||||||||||||||
S.A. Kandarian |
| 110,000 |
|
| 104,063 |
| 0 | 0 | 0 | 232 |
| 214,295 |
|
| 110,000 |
|
| 269,400 |
| 0 | 0 | 0 | 237 |
| 379,637 |
| ||||||||||||||||
A.A. Karsner |
| 58,022 |
|
| 494,400 |
| 0 | 0 | 0 | 116 |
| 552,538 |
|
| 110,000 |
|
| 269,400 |
| 0 | 0 | 0 | 237 |
| 379,637 |
| ||||||||||||||||
D.R. Oberhelman(a) |
| 52,280 |
|
| 104,063 |
| 0 | 0 | 0 | 116 |
| 156,459 |
| |||||||||||||||||||||||||||||
S.J. Palmisano(a) |
| 57,033 |
|
| 104,063 |
| 0 | 0 | 0 | 116 |
| 161,212 |
| |||||||||||||||||||||||||||||
L.W. Kellner |
| 110,000 |
|
| 862,080 |
| 0 | 0 | 0 | 237 |
| 972,317 |
| |||||||||||||||||||||||||||||
J.W. Ubben |
| 91,972 |
|
| 455,020 |
| 0 | 0 | 0 | 193 |
| 547,185 |
|
| 110,000 |
|
| 269,400 |
| 0 | 0 | 0 | 237 |
| 379,637 |
| ||||||||||||||||
W.C. Weldon(b) |
| 44,423 |
|
| 104,063 |
| 0 | 0 | 0 | 97 |
| 148,582 |
| |||||||||||||||||||||||||||||
W. Zulkiflee(a) |
| 44,336 |
|
| 358,880 |
| 0 | 0 | 0 | 97 |
| 403,313 |
|
(a) |
|
|
In accordance with SEC rules, the valuation of stock awards in this table represents fair value on the date of grant. Dividends on stock awards are not shown in the table because those amounts are factored into the grant date fair value. |
Each director in office at that time received an annual grant of 2,500 restricted shares in January 2021.2023. The valuation of these awards is based on a market price of $41.63$107.76 on the date of grant. Mr. ZulkifleeHarris and Mr. Kellner each received a one-time grant of 8,000 restricted shares in February 2021January 2023 upon joining the Board. The valuation of this grant is based on a market price of $44.86 on the date of grant. Mr. Angelakis and Mr. Ubben each received a one-time grant of 8,000 restricted shares in March 2021 upon joining the Board. The valuation of this grant is based on a market price of $56.88 on the date of grant. Mr. Goff, Ms. Hietala, and Mr. Karsner each received a one-time grant of 8,000 restricted shares in June 2021 upon joining the Board. The valuation of this grant is based on a market price of $61.80$107.76 on the date of grant.
At year-end 2021, 2023, the aggregate number of restricted shares held by each director was as follows:
Name
|
Restricted Shares
| |||
M.J. Angelakis |
| |||
S.K. Avery |
| |||
A.F. Braly |
| |||
|
| |||
|
| |||
G.J. Goff |
| |||
J.D. Harris II | 8,000 | |||
K.H. Hietala |
| |||
J.L. Hooley |
| |||
S.A. Kandarian |
| |||
A.A. Karsner |
| |||
L.W. Kellner | 8,000 | |||
J.W. Ubben |
|
The amount shown for each director is the cost of travel accident insurance covering death, dismemberment, or loss of sight, speech, or hearing under a policy purchased by the Corporation with a maximum benefit of $500,000 per individual. |
(c) | Ms. Burns left the Board on May 31, 2023. |
40 | 2024 Proxy Statement |
The non-employee directors do not receive any additional payments or benefits as a result of leaving the Board or death except as described above. The non-employee directors are not entitled to any payments or benefits resulting from a change in control of the Corporation.
Based on our review of ownership reports filed with the SEC, the firms listed below are the only beneficial owners of more than 5 percent5% of ExxonMobil’s outstanding common stock as of December 31, 2021.2023.
Name and Address of Beneficial Owner | Aggregate Beneficial Ownership in Shares(1) | Percent of Outstanding Shares(1) | Aggregate Beneficial Ownership in Shares(1) | Percent of Outstanding Shares(1) | ||||||||||
The Vanguard Group(2) 100 Vanguard Blvd. Malvern, PA 19355 | 355,607,673 | 8.4% | 388,515,989 | 9.7% | ||||||||||
BlackRock, Inc.(3) 55 East 52nd Street New York, NY 10055 | 262,837,867 | 6.2% | ||||||||||||
State Street Corporation(4) One Lincoln Street Boston, MA 02111 | 253,266,613 | 6.0% | ||||||||||||
BlackRock, Inc.(3) 50 Hudson Yards New York, NY 10001 | 272,498,849 | 6.9% | ||||||||||||
State Street Corporation(4) 1 Congress Street, Suite 1 Boston, MA 02114 | 215,578,610 | 5.4% |
(1) | The Company is permitted to rely on the information set forth in these filings and has no reason to believe that the information is incomplete or inaccurate or that the beneficial owner should have filed an amended report and did not. |
|
(2) | Based solely on a Schedule 13G/A filed with the Securities and Exchange Commission on February |
(3) | Based solely on a Schedule 13G/A filed with the Securities and Exchange Commission on |
(4) | Based solely on a Schedule 13G/A filed with the Securities and Exchange Commission on |
DIRECTOR AND EXECUTIVE OFFICER STOCK OWNERSHIP
These tables show the number of ExxonMobil common shares each executive named in the Summary Compensation Table on page 6048 and each non-employee director or director nominee owned on February 28, 2022.29, 2024. In these tables, ownership means the right to direct the voting or the sale of shares, even if those rights are shared with someone else. None of these individuals owns more than 0.02 percent0.007% of the outstanding shares.
Named Executive Officer | Shares Owned(1) | Shares Covered by Exercisable Options | Shares Owned(1) | Shares Covered by Exercisable Options | ||||||||||||||||||||||||
D.W. Woods |
| 169,496(2) | 0 | |||||||||||||||||||||||||
D.W. Woods | ||||||||||||||||||||||||||||
D.W. Woods | ||||||||||||||||||||||||||||
D.W. Woods | ||||||||||||||||||||||||||||
D.W. Woods |
| 256,320(2) |
| 0 | ||||||||||||||||||||||||
K.A. Mikells | 10,050(3) | 0 | ||||||||||||||||||||||||||
K.A. Mikells | ||||||||||||||||||||||||||||
K.A. Mikells | ||||||||||||||||||||||||||||
K.A. Mikells | ||||||||||||||||||||||||||||
K.A. Mikells | 10,050(3) | 0 | ||||||||||||||||||||||||||
A.P. Swiger | 590,998(4) | 0 | ||||||||||||||||||||||||||
N.A. Chapman | ||||||||||||||||||||||||||||
N.A. Chapman | ||||||||||||||||||||||||||||
N.A. Chapman | ||||||||||||||||||||||||||||
N.A. Chapman | ||||||||||||||||||||||||||||
N.A. Chapman | 136,842(5) | 0 | 174,815(4) | 0 | ||||||||||||||||||||||||
J.P. Williams, Jr. |
| 137,241 | 0 | |||||||||||||||||||||||||
J.P. Williams, Jr. | ||||||||||||||||||||||||||||
J.P. Williams, Jr. | ||||||||||||||||||||||||||||
J.P. Williams, Jr. | ||||||||||||||||||||||||||||
J.P. Williams, Jr. | 169,332 | 0 | ||||||||||||||||||||||||||
L.M. Mallon | ||||||||||||||||||||||||||||
K.T. McKee | ||||||||||||||||||||||||||||
K.T. McKee | ||||||||||||||||||||||||||||
K.T. McKee | ||||||||||||||||||||||||||||
K.T. McKee | ||||||||||||||||||||||||||||
K.T. McKee |
| 88,068(5) |
| 0 |
(1) | Does not include unvested restricted stock units, which do not carry voting rights prior to the issuance of shares on settlement of the awards. |
(2) | Includes 757 shares held by spouse. |
(3) | Includes 8,350 shares owned together with spouse through family trusts and related entities. |
(4) |
|
Includes |
Includes |
2024 Proxy Statement | 41 |
Non-Employee Director | Shares Owned | ||||
M.J. Angelakis |
| (1) | |||
S.K. Avery | |||||
A.F. Braly |
| (2) | |||
| |||||
|
| ||||
G.J. Goff | (3) | ||||
J.D. Harris II | 10,750 | (4) | |||
K.H. Hietala |
| ||||
J.L. Hooley | 18,000 | ||||
S.A. Kandarian |
| ||||
A.A. Karsner | 32,500 | ||||
L.W. Kellner | 10,500 | ||||
D. Powell McCormick | 8,000 | (5) | |||
J.W. Ubben |
|
(1) | Includes |
(2) | Includes 1,175 shares owned by spouse and 900 shares held in trusts for family members for which Ms. Braly serves as co-trustee. |
(3) |
|
Includes 10,041 shares jointly owned with spouse. Also includes 421 shares held in trusts for family members for which Mr. Goff serves as co-trustee. |
(4) | ||||||
Includes 250 shares jointly owned with spouse. |
(5) |
|
On February 28, 2022,29, 2024, ExxonMobil’s incumbent directors and executive officers (25(23 people) together owned 1,386,6021,232,855 shares of ExxonMobil stock and zero shares covered by exercisable options, representing less than 0.04 percentapproximately 0.03% of the outstanding shares.
Related Person Transactions and Procedures
In accordance with SEC rules, ExxonMobil maintains Guidelines for Review of Related Person Transactions (Related Person Transaction Guidelines). These guidelines are available on the Corporate Governance section of our website.
All executive officers, directors, and director nominees are required to identify, to the best of their knowledge after reasonable inquiry, business and financial affiliations involving themselves or their immediate family members that could reasonably be expected to give rise to a reportable related person transaction. Covered persons must also advise the Secretary of the Corporation promptly of any change in the information provided and will be asked periodically to review and reaffirm their information.
Based on this information, the Company’s own records are reviewed, and follow-up inquiries are made as may be necessary to identify potentially reportable transactions. A report summarizing such transactions is then provided to the Board AffairsNominating and Governance Committee. The Committee oversees the Related Person Transaction Guidelines generally and reviews specific items to assess materiality.materiality and make a recommendation to the Board as to whether an identified transaction is required to be reported and/or should be ratified or approved. The Board shall only approve or ratify a transaction that is deemed to be in the best interests of the Corporation. A director will abstain from the decision on any transactions involving that director or his or her immediate family members.
Under SEC rules, certain transactions are deemed not to involve a material interest (including interests solely as a non-employee director). In addition, based on a consideration of ExxonMobil’s facts and circumstances, the Committee will presume that the following transactions do not involve a material interest:interest and do not require further ratification or approval:
• | Transactions in the ordinary course of business with an entity for which a related person serves as an executive officer, provided: (1) the affected person did not participate in the decision on the part of ExxonMobil to enter into such transactions; and (2) the amount involved in any related transactions in a year is less than |
• | Grants or membership payments in the ordinary course of business to nonprofit organizations, provided: (1) the affected person did not participate in the decision on the part of ExxonMobil to make such payments; and (2) the amount of grants in a year is less than |
42 | 2024 Proxy Statement |
Payments under ExxonMobil plans and arrangements that are available generally to U.S. salaried employees; and
• | Payments under ExxonMobil plans and arrangements that are available generally to U.S. salaried employees. |
• | Employment by ExxonMobil of a family member of an executive officer, provided the executive officer does not participate in decisions regarding the hiring, performance evaluation, or compensation of the family member. |
Transactions or relationships not covered by the above standards will be assessed by the Board AffairsNominating and Governance Committee on the basis of the specific facts and circumstances.
Unless otherwise noted, the following disclosures are made as of February 22, 2022,27, 2024, which is the date of the most recent Board AffairsNominating and Governance Committee review of potential related person transactions, except that the affiliate names used below reflect subsequent changes that took effect April 1, 2022.transactions.
ExxonMobil and its affiliates have more than 63,000approximately 62 thousand employees around the world, and employees related by birth or marriage may be found at all levels of the organization. ExxonMobil employees do not receive preferential treatment by reason of being related to an executive officer, and executive officers do not participate in hiring, performance evaluation, or compensation decisions for family members.
Several current ExxonMobil executive officers and retirees who served as executive officers in 20212023 have family members who are employed by the Corporation or its affiliates and whose current annualized compensation (including benefits) exceeds the SEC disclosure threshold of $120,000: L.D. DuCharme (President – ExxonMobil Technology and Engineering Company) has a spouse employed by ExxonMobil Upstream Company; L.M. Mallon (President – ExxonMobil Upstream Company) has a son employed by ExxonMobil Upstream Company; K.T. McKee
|
(President (President – ExxonMobil Product Solutions Company) has a spouse employed by ExxonMobil Product Solutions Company; and T.J. Wojnar, Jr. (retired former ViceD.L. Talley (Vice President – Corporate Strategic Planning) has a son-in-law formerlybrother employed by ExxonMobil Product SolutionsGlobal Projects Company. Each family-member employee mentioned above received total cash compensation in 20212023 between $120,000 and $605,000.$425,000. Pay earned was comparable to that of employees in similar positions. Employees are eligible to participate in benefit programs on the same basis as other eligible employees. Consistent with ExxonMobil’s guidelines described above, these relationships are not considered to be material within the related person transaction rules.
The Board AffairsNominating and Governance Committee also reviewedidentified no transactions, relationships, or arrangements involving ExxonMobil’s ordinary course business with companies for which non-employee directors or their immediate family members serve as executive officers. The Committee determined that in accordance with the categorical standards described above, none of those matters representcould reasonably be expected to give rise to a reportable related person transactions.transaction under the SEC rules or ExxonMobil standards described above. See Director Independence on page 20.29.
The Committee also determined that no related person transactions occurred during the year involving any of the investors who have reported ownership of more than 5 percent5% of ExxonMobil’s outstanding common stock. See Certain Beneficial Owners on page 30.41.
ExxonMobil is not aware of any related person transactions required to be reported under applicable SEC rules since the beginning of the last fiscal year where our policies and procedures did not require review, or where such policies and procedures were not followed.
The primary function of the Audit Committee is oversight of the Corporation’s financial reporting process, public financial reports, internal accounting and financial controls, and the independent audit of the annual consolidated financial statements. The Committee acts under a charter which can be found on the ExxonMobil website at exxonmobil.com/auditcommitteecharter. The adequacy of the charter is reviewed at least annually. All members of the Audit Committee are independent directors, and the Committee met 10 times in 2021.2023. In these meetings, as discussed in more detail below, it had extensive reports and discussions with the independent auditors, internal auditors, and members of management.
In performing its oversight function, the Committee reviewed and discussed the consolidated financial statements with management and PricewaterhouseCoopers LLP (PwC), the independent auditors. Management and PwC indicated that the Corporation’s consolidated financial statements were fairly stated in accordance with generally accepted accounting principles. The Committee discussed significant accounting policies applied by the Corporation in its financial statements, as well as alternative treatments. It also discussed with PwC matters covered by Public Company Accounting Oversight Board (PCAOB) standards and the Commission, including PCAOB AS 1301 Communication with Audit Committees. In addition, the Committee reviewed and discussed management’s report on internal control over financial reporting and the related audits performed by PwC, which confirmed the effectiveness of the Corporation’s internal control over financial reporting.
2024 Proxy Statement | 43 |
The Audit Committee also reviewed the written disclosure and the letter from PwC required by the PCAOB rules regarding PwC’s communications with the Audit Committee concerning independence and has discussed with PwC its independence from the Corporation and management. The Committee considered the non-audit services provided by PwC to the Corporation and concluded that the auditors’ independence has been maintained.
The Committee discussed with the Corporation’s internal auditors and PwC the overall scope and plans for their respective audits; furthermore, it met regularly with the internal auditors and PwC, at each meeting, both with and without management present. Discussions included the results of their examinations, their evaluations of the Corporation’s internal controls, and the overall quality of the Corporation’s financial reporting.
The Audit Committee met with the Corporation’s management to discuss the comprehensive, long-standing risk management and compliance processes of the Corporation, and reviewed several topics of interest. The Committee also reviewed the Company’s cybersecurity assurance program including mitigations for evolving risk areas and external maturity assessment results.
Based on the reviews and discussions referred to above, in reliance on management and PwC, and subject to the limitations of its role described below, the Audit Committee recommended to the Board, and the Board approved, the inclusion of the audited financial statements in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2021,2023, for filing with the SEC.
In carrying out its responsibilities, the Audit Committee looks to management and the independent auditors. Management is responsible for the preparation and fair presentation of the Corporation’s financial statements and for maintaining effective internal control. Management is also responsible for assessing and maintaining the effectiveness of internal control over the financial reporting process in compliance with Sarbanes-Oxley Section 404 requirements. The independent auditors are responsible for auditing the Corporation’s annual financial statements, and expressing an opinion as to whether the statements are fairly stated in conformity with generally accepted accounting principles. In addition, the independent auditors are responsible for auditing the Corporation’s internal control over financial reporting and for expressing an opinion on the effectiveness of internal control over financial reporting. The independent auditors perform their responsibilities in accordance with the standards of the PCAOB. Audit Committee members are not professionally engaged in the practice of accounting or auditing, and are not experts under the Securities Act of 1933 in either of those fields or in auditor independence.
The Audit Committee has also appointed PwC to audit the Corporation’s financial statements for 2022,2024, subject to shareholder ratification of that appointment. The Committee, along with the other members of the Board, management, the Controller, and the General Auditor, annually evaluates PwC’s qualifications, performance and independence, including the performance of the lead audit partner, in deciding whether or not to retain PwC. That evaluation includes consideration of:
PwC’s quality control, including any material issues identified by that quality control or a governmental/professional authority along with PwC’s plan to deal with any such issues;
• | PwC’s quality control, including any material issues identified by that quality control or a governmental/professional authority along with PwC’s plan to deal with any such issues; |
All relationships between PwC and ExxonMobil covered by the PCAOB;
• | All relationships between PwC and ExxonMobil covered by the PCAOB; |
PwC’s expertise in the global oil and gas industry; and
• | PwC’s expertise in the global oil and gas industry; and |
The quality of PwC’s audit plans.
• | The quality of PwC’s audit plans. |
The Committee believes that PwC’s tenure as ExxonMobil’s independent registered public accounting firm is a benefit to audit quality given PwC’s experience with ExxonMobil and knowledge of the business, as well as the effectiveness of their audit plans, which build on that established knowledge.
Based on its annual evaluation of PwC’s qualifications, performance, and independence, as well as frequent private meetings with the lead partner, the Audit Committee believes that the continued retention of PwC as ExxonMobil’s independent registered public accounting firm is in the best interest of the Corporation and its stockholders.
Gregory J. Goff, Chair | John D. Harris II | |
Michael J. Angelakis | Kaisa H. Hietala
|
|
Item 2 – Ratification of Independent Auditors
The Audit Committee has appointed PricewaterhouseCoopers LLP to audit ExxonMobil’s financial statements for 2022.2024. We are asking you to ratify that appointment.
Total Fees
The total fees for PwC professional services rendered to ExxonMobil for the year ended December 31, 2021,2023, were $40.9$41.9 million, a decrease of $0.9 millionunchanged from 2020.2022. The Audit Committee reviewed and pre-approved all services in accordance with the service pre-approval policies and procedures, which can be found on the ExxonMobil website at exxonmobil.com/pre-approval. The Audit Committee did not use the “de minimis” exception to pre-approval that is available under SEC rules. The following table summarizes the fees, which are described in more detail below.
2021 | 2020 | 2023 | 2022 | |||||||||||||||||
(millions of dollars) | (millions of dollars) | |||||||||||||||||||
Audit Fees |
| 34.1 |
| 35.9 |
| 34.1 |
| 35.4 | ||||||||||||
Audit-Related Fees |
| 5.8 |
| 4.7 |
| 7.2 |
| 5.8 | ||||||||||||
Tax Fees |
| 1.0 |
| 1.2 |
| 0.6 |
| 0.7 | ||||||||||||
All Other Fees |
| — |
| — |
| — |
| — | ||||||||||||
|
|
|
| |||||||||||||||||
Total | 40.9 | 41.8 | ||||||||||||||||||
Total | ||||||||||||||||||||
Total | ||||||||||||||||||||
Total | ||||||||||||||||||||
Total |
Audit Fees
The aggregate fees for PwC professional services rendered for the annual audits of ExxonMobil’s financial statements for the year ended December 31, 2021,2023, and for the reviews of the financial statements included in our quarterly reports on Form 10-Q for that year, were $34.1 million (versus $35.9$35.4 million for 2020)2022).
Audit-Related Fees
The aggregate fees for PwC Audit-Related services rendered to ExxonMobil for the year ended December 31, 2021,2023, were $7.2 million (versus $5.8 million (versus $4.7 million for 2020)2022). Audit-related services were mainly related to benefit plan audits and other attestation procedures.
Tax Fees
The aggregate fees for PwC Tax services rendered to ExxonMobil for the year ended December 31, 2021,2023, were $1.0$0.6 million (versus $1.2$0.7 million for 2020)2022). These services were mainly related to assisting various ExxonMobil affiliates with the preparation of local tax filings and related services.
All Other Fees
The aggregate fees for PwC services rendered to ExxonMobil, other than the services described above under “Audit Fees,” “Audit-Related Fees,” and “Tax Fees,” for the year ended December 31, 2021,2023, were zero (also zero for 2020)2022).
We believe PwC is well qualified to perform this work. A PwC representative will be at the annual meeting to answer appropriate questions and to make a statement if desired.
The Audit Committee recommends you vote FOR this proposal.
The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis with management of the Corporation. Based on that review and discussion, we recommended to the Board that the Compensation Discussion and Analysis be included in the Corporation’s proxy statement for the 20222024 annual meeting of shareholders, and also incorporated by reference in the Corporation’s Annual Report on Form 10-Kfor the year ended December 31, 2021.2023.
Angela F. Braly, Chair | ||
| Steven A. Kandarian |
Item 3 – Advisory Vote to Approve Executive Compensation
At the meeting, shareholders will be asked to vote on a non-binding resolution to approve the compensation of the Named Executive Officers (NEOs), listed in the Summary Compensation Table.
When casting your vote, we encourage you to consider the detailed information in the Compensation Discussion and Analysis beginning on page 37.47.
The Board continues to supportsupports the overall design of the compensation program, on the basis that the program:
Is aligned with the Company’s business model and shareholder returns over the long term;
• | Is aligned with the Company’s business model and shareholder returns over the long term; |
Delivers pay that is highly performance based and tied to company and individual performance; and
• | Delivers pay that is highly performance based and tied to company and individual performance; and |
Enables the Compensation Committee to leverage its experience and judgment to deliver market competitive pay.
• | Enables the Compensation Committee to leverage its experience and judgment to deliver market competitive pay. |
We continue to listen and respond to the feedback we receive from shareholders during our shareholder engagement process. In response, this disclosure has been enhanced tobuilds on the enhancements introduced last year, focused on better articulateillustrating the tie between business and individual performance and pay decisions. This includes the Company’s ambition to lead industry in hard-to-decarbonize emissions reductions. Furthermore, financial and operating metrics have been expanded to include a greater emphasis on environmental performance.
The Board recommends an advisory vote FOR the following resolution:
RESOLVED: That shareholders approve the compensation of the Named Executive Officers as disclosed pursuant to Item 402 of SEC Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, accompanying narrative, and narrative discussion on pages 37 to 68 ofadditional compensation disclosures included in this proxy statement.
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EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS Executive Summary Letter to Shareholders 38 Shareholder Engagement 38 Why Vote "FOR" Say-on-Pay? 39 Strong Governance Practices 39 Compensation Design Approach to Executive Compensation 40 Overview 41 Accountability and Performance 42 Long-Term Award Program 44 Bonus Program 46 Salary Program 46 Determining Compensation Annual Benchmarking 47 2021 Business Performance 48 2021 Compensation Actions 50 Other Compensation Elements Retirement Plans 54 Share Utilization 55 Granting Practices 55 Tax Matters 55 Risk and Governance Stock Ownership 56 Forfeiture Provisions 56 Clawback Policy 56 Anti-Hedging Policy 56 Employment Arrangements 57 Change in Control 57 Definitions and Footnotes 58 EXECUTIVE COMPENSATION TABLES Summary Compensation Table 60 Grants of Plan-Based Awards 63 Outstanding Equity Awards 64 Stock Vested 65 Pension Benefits 65 Nonqualified Deferred Compensation 67 Other Compensation Elements 68 The Compensation Discussion and Analysis Letter to Shareholders 48 and Executive Compensation Tables outline ExxonMobil'sShareholder Engagement 48 ExxonMobils executive compensation program Why Vote FOR Say-on-Pay? 49 and process for determining pay as it applies to the Strong Governance Practices 49 Named Executive Officers (NEOs). Compensation Design For 2021,2023, Named Executive Officers were: Approach to Executive Compensation 50 Darren W. Woods Overview 51 Chairman and CEO Accountability and Performance 52 Long-Term Award Program 54 Bonus Program 56 Salary Program 56 Determining Compensation Kathryn A. Mikells Annual Benchmarking 57 2023 Business Performance 58 Senior Vice President and Chief Financial Officer Joined August 9, 2021 Andrew P. Swiger2023 Compensation Actions 60 Other Compensation Elements Retirement Plans 64 Share Utilization 65 Neil A. Chapman Granting Practices 65 Senior Vice President Tax Matters 65 Risk and Principal Financial Officer Retired September 1, 2021 Neil A. Chapman Senior Vice PresidentGovernance Stock Ownership 66 Forfeiture Provisions 66 Clawback Policies 66 Jack P. Williams, Jr. Anti-Hedging Policy 66 Senior Vice President Liam M. MallonEmployment Arrangements 67 Change-in-Control 67 Definitions and Footnotes 68 EXECUTIVE COMPENSATION TABLES Summary Compensation Table 70 Karen T. McKee Grants of Plan-Based Awards 73 President, ExxonMobil UpstreamOutstanding Equity Awards 74 Product Solutions Company Stock Vested 75 Pension Benefits 75 Nonqualified Deferred Compensation 77 Other Compensation Elements 78 2024 Proxy Statement 47
EXECUTIVE SUMMARY LETTER TO SHAREHOLDERS Fellow Shareholders, As you consider your vote, we encourage you to review the information included in this disclosure. The Committee continues to supportsupports the design and the resulting pay outcomes of the executive compensation programprogram; we believe it aligns well with the Companys business model, and considers the complexity of the environment in that it achieves the goal of maximizing long-term shareholder value while positioningwhich the Company foroperates. Executive performance is evaluated across all performance dimensions consistent with the Companys long-term success in a lower-emissions future.strategy. Your feedback is important. The Committee considers the results of the Say-on-Pay vote, together with feedback received through ongoing shareholder engagements as it reviews the effectiveness and competitiveness of the executive compensation program, taking into account business context and market practices. Business Perspective ExxonMobil'sExxonMobils business involves large investments that create shareholder value over long periods of time, requiring executives to maintain a long-term view when making decisions across a wide range of business investments. The executive compensation program design reflects this and has proven to be adaptable to evolving strategic priorities. 2020 was marked by unique market conditions, requiring significant organizational focus to decisively respond while maintaining commitment to long-term value generation. Deliberate actions in 2021 set the foundation for future success. Actions included active near-term cost management while selectively investing to ensure an optimal position for eventual recovery. Today, despite the significant impact of the pandemic, the Company is on track to deliver on its objective of doubling earnings potential by 2025 versus 2019. Compensation Decisions In response to these market conditions, in 2020, the Committee suspended the bonus program. Combined with a lower dollar value of long-term awards, this resulted in an overall decrease in senior executives' pay of approximately 40 to 50 percent. This in contrast with the more market-common dollar-denominated approach maintained by benchmark companies resulted in CEO compensation at the 0th percentile. In 2021, the Committee recognized2023, ExxonMobil delivered strong business results across all performance dimensions, positioningdimensions. ExxonMobil is delivering on both sides of the Company welland equation meeting societys needs for energy and essential products and reducing emissions. The Companys disciplined approach and aggressive cost management allow it to capture upsiderealize the full benefit of market conditions and deliver strong financial performance. Compensation Decisions We do not adjust share grants to offset changes in share price, nor do we adjust the bonus program formula as markets recover. Thisa result of year-on-year changes in earnings. Therefore, total direct compensation is reflectedlower in 20212023 vs. 2022 reflective of lower earnings and share price. The compensation actions.program design remains strong: highly performance based, share-denominated, and tied to business and individual performance, resulting in a strong market position, while maintaining alignment with the experience of our long-term shareholders. Shareholder Engagement Throughout 2021,2023, management and independent directors engaged with shareholders, representing over halftwo-thirds of outstanding institutionally held Say-on-Pay 2023 2022 2021 shares. We notevalue your strong support for the program, with long restriction Votes For 91% 91% 89% periods, pay-for-performance, share-denominated basis, and strong governance cited as key strengths. Say-on-Pay Votes "For" 2021 89% 2020 92% 2019 92% In responsestrengths, effectively tying executive pay to shareholder outcomes. We continue to enhance our disclosure, reflecting your feedback, this disclosure has been enhanced: 0 Greater transparencyand our ongoing commitment to create further clarity. We strive to be transparent on how the Board holds management accountable to deliver business results and drive the Company'sCompanys strategic objectives, including the Company'sCompanys role in the energy transition; 0 A new section detailing the Committee's deliberations on performance as it ties to pay decisions; and 0 Additionaltransition. You will find information in this disclosure on ESG metrics specific to spillshow the Committee carefully considers performance, and GHG emissions, flaring, and methane intensity reductions.resulting pay outcomes. On behalf of the Compensation Committee, I encourage you to vote "FOR"FOR Item 3. Angela F. Braly Chair, Compensation Committee Exxon Mobil Corporation 48 2024 Proxy Statement
| 2024 Proxy Statement |
WHY VOTE "FOR"FOR SAY-ON-PAY? PROGRAM ALIGNED WITH BUSINESS MODEL AND SHAREHOLDER RETURNS Program adaptable to evolving strategic priorities through annual goal setting; includes positioning the Company for success in the energy transition Majority of total direct compensation delivered in performance shares; over 7078 percent of CEO total direct compensationcompensation1 Share-denominated basis coupled with long restriction periods ensures alignment with shareholders over long term Restriction periods - longest in any industry - promote accountability to maximize shareholder value over the long term while effectively managing longer-term risks, including thoserisks related to climate riskthe energy transition PAY HIGHLY PERFORMANCE BASED AND TIED TO COMPANY PERFORMANCE Deliberate actions positioned the Company for market recovery while maintaining focus on strategic objectives Maintained best-ever safety performance,1, 2 exceeded reliability plansStrong 2023 business results across all segments, met 2025performance dimensions Delivered strong financial performance through advantaged asset investments, improved competitiveness, and active cost control Maintained industry-leading personnel safety performance2 On track to achieve 2030 GHG emission-reduction plans by end-of-year 2021,3plans3 Lower cash bonus and delivered industry-leadingperformance share grant value versus 2022, reflective of the change in year-over-year earnings and cash flow growth Maintained focus on advantaged investments while simultaneously growing lower-emission solutions 2021 bonus award reflective of earnings versus 2019; no bonus granted in 2020 in response to market conditions Long-term award value increased year over year in line with increase in stock price, respectively COMPENSATION COMMITTEE APPROACH TO DELIVER MARKET COMPETITIVE PAY Deliberation on overall level of CEO pay considers progress toward strategic objectives, business results, individual performance, and competitiveness of pay given tenure in position 2020 CEO total direct compensation at 0th percentile relative to CEO compensation benchmark companies,4 in part due to actions taken in 2020 in response to market conditions 10-year combined realized and unrealized pay (2011(2013 to 2020)2022) for CEO position at 5th percentile445th percentile1 The Committee anticipates a competitive position in 2023 based on available data from benchmark companies SUPPORTED BY STRONG GOVERNANCE PRACTICES Key design features that discourage executives from taking inappropriate risk include: Extensive stock ownership No employment contracts Significant pay at riskpay-at-risk No severance agreements Strong forfeiture provisions No change-in-control arrangements Bonus clawback policyClawback policies No guaranteed bonuses Anti-hedging policy No additional stock grants to balance losses in value Annual assessment of compensation design No accelerated vesting at retirement Independent compensation consultant 2024 Proxy Statement 49
COMPENSATION DESIGN APPROACH TO EXECUTIVE COMPENSATION The decisions that our executives make and the risks they manage play out over multi-year time horizons. Executives are required to carefully consider current and future risks, such as those related to climate change, and to make decisions across a broad range of business investments that generate sustainable shareholder value over the long term. The Company's executive compensation program design aligns executives' pay with the results of their decisions and the returns of our shareholders over the long term. The program is designed to drive long-term accountability, reward outstanding performance, and promote retention. DRIVE LONG-TERM ACCOUNTABILITY The Company's strategic objectives have been established to drive sustainable value while positioning the Company for long-term success in a lower-emissions future. These objectives are translated into annual plan goals through a comprehensive process which incorporates Corporate and functional plans. Goals are incorporated in the corporate plan, which is reviewed and approved by the Board and provides the framework for the organization's commitments. REWARD OUTSTANDING PERFORMANCE Performance is foundational to the Company's compensation program design. The extent to which executives achieve pre-established goals, assessed over near- and long-term time horizons, is a key differentiating factor in executives' pay deliberations. Performance evaluation directly impacts level of base salary, bonus, and performance share award grant. PROMOTE RETENTION This long-term orientation also underpins how the Company develops talent. It begins with recruiting exceptional people, and continues with individually planned experiences and training, which leads to broad development and a deep understanding of our business across the business cycle. The compensation program is designed to attract and retain talent for a career through compensation that is market competitive, highly differentiated by individual performance, and with long restriction periods that promote retention. For more information, see the Annual Report, Advancing Climate Solutions - 2022 Progress Report, and Sustainability Report.5 Kenneth C. Frazier Lead Director Exxon Mobil Corporation The move to a lower-emissions future requires multiple solutions that can be implemented at scale to address some of the highest-emitting sectors of the economy. The Board recognizes that the Company, by leveraging its core capabilities, is uniquely positioned to play a leading role in the energy transition while retaining investment flexibility across a portfolio of evolving opportunities to maximize shareholder returns. The Company's strategic objectives reflect this. While the Company's strategic objectives are interdependent, given the complexity and uncertainty inherent to a transitioning energy system, in its pay deliberations, the Committee has decided to place additional emphasis on the Company's role in leading the industry in hard-to-decarbonize emissions reductions.
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OVERVIEW ACCOUNTABILITY AND PERFORMANCE | Pages 42-43 05253 Board reviews and approves Corporate goals and objectives annually;annually, integrated into Company'sCompanys plan cycle 0 Goals are cascaded at each level, tailored for area of responsibility; annual assessment versus planned goals results in differentiated pay outcomes COMPENSATION DESIGN | Pages 44-46 05456 Named Executive Officers participate in the same broad-based programs as all other executives 0 Performance shares for senior executives represent a higher percentage of total direct compensation, reflective of the impact of their decisions, and resulting in increased pay at riskpay-at-risk Performance Shares Annual Bonus Base Salary Percent of Total 0 Over 70 percent 0 10 to 20 percent 0 10 percent or less Direct Compensation Intent 0 Link pay to returns of long-term 0 Link pay to annual Company 0 Provide competitive shareholders earnings performance base pay 0 Encourage long-term view through 0 Provide near-termAlign incentives across the commodity price cycle performance paymentall functions Key Design Features 0 Granted in the form of stock units 0 Paid in year of grant 0 Increase determined by 0individual performance, 50 percent vests in 5 years from grant 0 Bonus award pool shifts in line individual performance,experience, and date; 50 percent in 10 years with year-over-year earnings experience, and pay grade 0 Long restriction periods coupled with 0 Individual award further 0 Ties directly to performance metrics applied at grant determined by individual long-term benefits 0 Significant portion of pay at risk of performance and pay grade forfeiture for extended period of time 0 Full award subject to clawback DETERMINING COMPENSATION ANNUAL COMPENSATION BENCHMARKING | Page 47 057 Based on 1-year total direct compensation and 10-year realized and unrealized pay 0analysis Target pay around the median, considering tenure in position, individual and business performance, and evaluated across a range of stock price scenarios INPUTS TO COMPENSATION COMMITTEE | Pages 48-495859 Performance Dimension Measurement Progress Toward Strategic Objectives Demonstrated leadership and accomplishments relative - Operations Performance to established goals and objectives - Financial Performance - Energy Transition - Business Portfolio Financial and Operating Metrics - Safety, ROCE, CFOAS, TSR Position relative to industry peers - Spills, Operated GHG Emissions Intensity Company performance PAY DELIBERATIONS AND DECISIONS | Pages 50-53 06063 Balances progress toward strategic objectives, business results, individual performance, and competitiveness of pay, taking into account experience in position 2024 Proxy Statement 51
ACCOUNTABILITY AND PERFORMANCE Executive compensation program design aligned with business model and talent development approach - long-term oriented, performance differentiated, and adaptable to evolving strategic priorities through goal setting. STRATEGIC OBJECTIVES The Company'sCompanys long-term strategic objectives center around four key interdependent performance dimensions, reflective of the Company'sCompanys priority focus areas. These objectives, fully integrated into the Company'sCompanys plan cycle, provide the framework for the organization to deliver on its commitments. Strategic objectives have been established to drive sustainable growth in shareholder value while positioning the Company for long-term success in a lower-emissionslower-emission future. Long-Term Strategic Objectives Operations Performance Financial Performance Energy Transition Business Portfolio Deliver industry-leading performance in safety, emissionsemissions-intensity reductions, environmental performance, and reliability Financial Performance Deliver industry-leading earnings and cash flow growth Energy Transition Lead industry in reducing emissions in hard-to-decarbonize GHG emissions reductionssectors Business Portfolio Optimize existing business portfolio, resilient to a transitioning energy system PLAN GOALS The Company'sCompanys strategic objectives are translated into annual plan goals through a comprehensive process that incorporates Corporate and functional plans. Plan goals are endorsed by the Board during its November meeting. A disciplined approach to establishing goals aligns executives to deliver on the Company'sCompanys strategic objectives. The CEO is primarily responsible for executing the Company'sCompanys long-term strategic objectives, as translated in annual plan goals. CEO goals and objectives are CEO supplemented with enterprise-wide initiatives. These include risk management, corporate reputation, risktalent management, research and talent management.technology, and management of major projects. Plan goals and objectives are cascaded throughout the organization, tailored to each executive'sCorporate Officers executives area of responsibility. Corporate Officers Goals and objectives are reviewed with senior management annually and reinforced through periodic stewardship reviews and the performance assessment process. Worldwide Leaders are held accountable to deliver on plan goals and objectives across all WorldwideExecutives performance dimensions within the context of the Company'sCompanys strategic objectives. This Executives sets a high performance threshold. Where faced with trade-offs across different priorities, these are discussed with senior management through monthly business reviews. DESIGN ADAPTABLE TO EVOLVING STRATEGIC PRIORITIES THROUGH INTEGRATION IN THE COMPANY'SCOMPANYS PLAN PROCESS, CORPORATE GOALS & OBJECTIVES APPROVED BY THE BOARD 52 2024 Proxy Statement
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PERFORMANCE EVALUATION The Compensation Committee evaluates accomplishments across all business performance dimensions within the context of the Company'sCompanys long-term strategy. Financial and operating metrics further support the Committee'sCommittees assessment. Results of the annual performance evaluation inform level of pay, including salary, bonus, and performance share award. For more detailsDetails on pay deliberations for Named Executive Officers, seethe CEO and the three members of the Management Committee, who are responsible to deliver the Companys business results and drive the strategic objectives, are included on pages 5060 to 53.63. CEO The Compensation Committee evaluates the CEO'sCEOs performance based on progress against plan goals and objectives, which are reflective of the Company'sCompanys strategic objectives and supported by financial and operating metrics. The Company'sCompanys strategic objectives are interdependent, with long-term success determined by delivery in each of the strategic objectives. As such, the Committee assigns equal weight to each of the four strategic objectives.Recognizingobjectives. Recognizing the complexity and significant uncertainty inherent in a transitioning energy system, the Committee currently places additional emphasismaintains its focus on balancing the energy transition objectiveobjectives and GHG metrics.meeting societys need for affordable energy and essential products that are critical to improved living standards. Progress is discussed throughout the year in various Board and Committee reviews. Financial and operating metrics are assessed over near- and long-term time horizons, taking into account the broader business environment. See pages 4858 to 4959 for 20212023 business performance. Corporate Officers The CEO reviews the performance of all other Corporate Officers, including members of the Management Committee, with the Board during the annual executive development review in October. Performance is evaluated based on accomplishments versus plan goals and objectives. In addition to this formal annual assessment, the Board evaluates the performance of all senior executives throughout the year during specific business reviews and Board meetings. The Compensation Committee also takes into account demonstrated leadership in sustaining sound business controls and a strong ethical and corporate governance environment. 2021 FOCUS AREAS Greater transparencyAWARD DETERMINATION DIRECTLY TIED TO INDIVIDUAL PERFORMANCE Annual performance assessment against goals and objectives results in a performance category that translates to adjustment in salary, bonus award, and performance share grant. Awards are highly differentiated based on Company's roleperformance and pay grade. Performance share grants are not adjusted to offset changes in share price, this results in executives seeing a one-for-one change in compensation through share price. The percent change in bonus program, reflecting change in earnings (described on page 56), is applied to the energy transition, integrated in the Company's strategic objectives ESG metrics disclosure expandedbonus award matrix used to include spillsdetermine individual grant levels based on pay grade and GHG emissions, flaring, and methane intensity reductions Enhanced disclosure on Committee's evaluation of CEO and Management Committee performanceindividual performance. DISCIPLINED APPROACH HOLDS EXECUTIVES ACCOUNTABLE FOR BUSINESS RESULTS AND PROGRESSING STRATEGIC OBJECTIVES, BALANCING SHORT- AND LONG-TERM ACTIVITIES 2024 Proxy Statement 53
LONG-TERM AWARD PROGRAM Performance shares represent over 70 percent of total direct compensation, and are intended to link executive pay to the returns of long-term shareholders and encourage a long-term view through the commodity price cycle. Performance shares vest 50 percent in 5 years and 50 percent in 10 years. For more information, see page 63.73. PROGRAM DESIGN BUSINESS MODEL ALIGNMENT InvestmentSHAREHOLDER ALIGNMENT ACCOUNTABILITY Long investment lead times often 10 years or longer LONGEST RESTRICTION PERIODS IN ANY INDUSTRY Applying performance metrics at grant enables restriction periods of 10 years SHAREHOLDER ALIGNMENT Majority of executive pay delivered in Restriction periods and risk of forfeiture and complex risk management performance shares, aligning realized pay drive focus on long-term shareholder landscape require long-term view level with returns of long-term shareholders value creation while managing risk LONGEST RESTRICTION PERIODS HIGHEST STANDARDS OF ABILITY TO RETAIN KEY TALENT IN ANY INDUSTRY PERFORMANCE Executives unable to monetize Applying performance metrics at Performance assessed against significant portion of pay, creating large grant enables restriction periods of pre-established goals and objectives, buyout hurdle 10 years results tie directly to award level ACCOUNTABILITY Restriction periods and risk of forfeiture drive focus on long-term shareholder value creation while managing risk ABILITY TO RETAIN KEY TALENT Executives unable to monetize significant portion of pay, creating large "buyout" hurdle LONG RESTRICTION PERIODS IN LINE WITH COMMODITY PRICE CYCLES & INVESTMENT LEAD TIMES 0 ExxonMobil investsAND RISK PROFILE Investment decisions in a wide rangecapital-intensive industry and management of projects that encompass multiple asset and technology types. Investments payrisk play out over long periods of time andhorizons often decades in length, through volatile commodity price cycles, requiring executives to maintain a long-term view when making business decisions 0 Long restriction periods ensure that a significant portion of pay reflects the outcome of these decisions and the experience of long-term shareholders 0 An alternate formula-based program would require a shorter time horizon to set meaningful, credible targets. The Compensation Committee has analyzed the appropriateness of a shorter-term program and concluded that this could encourage short-term thinking,decision making, which is not aligned with the long investment lead times and the capital-intensive nature of the business 0 Example below shows project net cash flow of a typical ExxonMobil project and performance share program design. It illustrates that short-term vesting occurswould occur prior to determination of project financial success or failure and that longer-term vesting better aligns with shareholder returns resulting from investment decisions [Graphic Appears Here]LONGER RESTRICTION PERIODS ALIGN WITH PROJECT NET CASH FLOW Profitability YEARS 3 5 10 STOCK GRANT ExxonMobil Program Restriction Period Alternate Program Restriction Period PROJECT TIMELINE Investment 54 2024 Proxy Statement
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0 ExxonMobil conducts business in a cyclical commodity price environment and transitioning energy system. A business portfolio resilient to these market dynamics, positions itselfthe Company well to generate sustainable growth in shareholder value over the long term 0 Longer restriction periods also ensure that executives are required to hold shares through these commodity price cycles 0across dynamic market conditions An alternate program with shorter-term target setting and vesting would enable executives to monetize and diversify realized pay at a much faster pace. This would decrease their exposure to commodity price cycles, encourage shorter-term decision making, and be misaligned with long investment lead timesthese dynamic market conditions, contrary to the experience of our shareholders over the businesslong-term SHARE-DENOMINATED BASIS ALIGNS AWARD VALUES WITH SHAREHOLDER OUTCOMES 0 Uniquely long restriction periods result in a need to LONG-TERM AWARD CEO POSITION apply performance metrics at grant, versus at vest 0DEGREE OF VOLATILITY VERSUS ALTERNATE PROGRAMS Performance share award grant levels are established ExxonMobil Compensation Benchmark Companies: 25 to 75 Percentile based on pay grade and individual performance 0(dollars in millions) 50 Percentile 25 The Compensation Committee does not adjust share grants to offset changes in share price;price, this results in 20 executives seeing a one-for-one change in compensation through share price 015 A share-denominated approach coupled with long restriction periods defines the risk/reward profile of 10 stock-based performance awards and results in a 5 greater degree of volatility versus alternate programs with dollar-denominated approach LONG-TERM AWARD - CEO POSITION DEGREE OF VOLATILITY VERSUS ALTERNATE PROGRAMS 20210 2014 15 16 17 18 19 20 21 22 2023 2023 DECISIONS 0 CompensationAs in prior years, the Committee granted awardsdid not adjust share grants, which vest over the next 10 years, to offset changes in keeping with program design; no make-up grants to address lower valuethe current share price, thus maintaining strong alignment in the experience of 2020 award grants 0 Long-term award value increased year over year aligned with stock price recovery; changesour executives and our long-term shareholders Changes in award grants for Named Executive Officers reflect individual performance and/or changeLong-term award value down, reflective of stock price; $103.11 at 2023 grant versus $110.84 in pay grade2022; up from $62.82 in 2021, and $41.15 in 2020 STOCK OWNERSHIP 0 It is ExxonMobil'sExxonMobils policy that executives maintain significant stock ownership, 0with no accelerated vesting at retirement Long restriction periods result in stock ownership far exceeding standard ownership guidelines.guidelines typical among other companies across industries. This aligns the interests of our executives with those of long-term shareholders and ensures focus on actions that create sustainable shareholder value over the long term ExxonMobil Market Max* Market Min* * Compensation benchmark companiesMultiple of base salary Table depicts 2023 stock ownership, guidelines 2012 66 8 3 13 79 10 3 14 74 10 3 15 64 10 3 16 75 10 3 17 36 10vested and Market-common stock ownership Min 6 18 32 10 6 19 38 10 6 20 26Max 12 6 2021 46 Table depicts ExxonMobil CEO stock ownershipunvested, as multiple of base salary 0 87ExxonMobil CEO 86 At retirement, assuming age 65, approximately Other NEOs 36 71 70 percent of CEO stock ownership in unvested shares will be outstanding and continue to vest over a 10-year period5 THROUGH LONG RESTRICTION PERIODS, EXXONMOBIL EXECUTIVES ARE INCENTIVIZED TO TAKE A LONG-TERM VIEW IN DECISION MAKING 2024 Proxy Statement 55
BONUS PROGRAM Annual bonus program represents 10 to 20 percent of total direct compensation, and is intended to link executive pay to annual Company earnings performance. All executives globally, including Named Executive Officers, participate in the same bonus program. PROGRAM DESIGN 0 Compensation Committee establishes the overall size ANNUAL BONUS AWARD CEO POSITION of bonus program ("ceiling")(ceiling), set as a percent change DEGREE OF VOLATILITY VERSUS ALTERNATE PROGRAMS from prior year bonus program6 ExxonMobil Compensation Benchmark Companies: 25 to 75 Percentile % change in bonus program = (% change in annual earnings) x (2/3) 0(dollars in millions) 50 Percentile 8 Percent change in bonus program is applied to the bonus award matrix that is used to determine individual grant levels based on pay grade and individual performance 06 Tie to year-over-year change in earnings coupled with individual performance defines the risk/reward profile 4 of the bonus program and results in greater degree of volatility versus market practice 02 Bonus delivered in cash in year of grant 0 Full bonus award subject to clawback, see page 56 ANNUAL BONUS AWARD - CEO POSITION DEGREE OF VOLATILITY VERSUS ALTERNATE PROGRAMS ExxonMobil Compensation Benchmark Companies:25 to 75 Percentile (dollars in millions) 50 Percentile 202166 0 2014 15 16 17 18 19 20 21 22 2023 2023 DECISIONS 0 20212023 bonus program set at +40-25 percent versus 2019, reflective2022, individual awards for Named Executive Officers further reflect individual performance CEO bonus $4.8 million, down from $6.4 million in 2022, in line with year-over-year change in earnings; 2023 bonus at 255 percent of earnings performance; 2019 used as basis for calculation as 20202023 base salary, below average of bonus program was suspended 0 Bonus award paid in full in yearmaximum of grant, consistent with market practice and resulting in a stronger link to earnings performance and individual performance differentiationbenchmark companies7 SALARY PROGRAM Base salary represents 10 percent or less of total direct compensation, and is intended to provide competitive base pay and directly affect the level of retirement benefits, as salary is included in benefit formulas. Named Executive Officers participate in the same salary program as all U.S.-dollar-paid executives.professional employees. The overall size of the program is determined by annual benchmarking. Individual salary increases are the result of individual performance, experience, and changes to pay grade. 20212023 DECISIONS 0 2021 salaries were held at 2020 levels, reflective of market conditions at the time 0 For 2022, theThe Compensation Committee granted 2024 salary increases to Named Executive Officers consistent with the salary program for all U.S.-dollar-paid executives.professional employees Individual salary increases take into account individual performance, level of responsibility and experience, and reflect market analysis and competitiveness at time of decision in 20212023 56 2024 Proxy Statement
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DETERMINING COMPENSATION ANNUAL BENCHMARKING COMPANY PERFORMANCE Assessing business performance is most relevant against companies of similar scale and complexity that operate within the same industry. These include BP, Chevron, Shell, TotalEnergies, and BP.TotalEnergies. See page 49.59 for 2023 business results. COMPENSATION BENCHMARKING Evaluating level of pay is most relevant against other U.S. companies SCALE OF EXXONMOBIL VERSUS BENCHMARK COMPANIES8 who pay in the same jurisdiction. The Compensation Committee reviews benchmark companies on an annual basis. (2023 revenue, dollars in billions) 350 Criteria for selecting benchmark companies include: 0ExxonMobil large scale and complexity; 0300 capital intensity; 0 international operations; and 0250 proven sustainability over time. All three of ExxonMobil's majorChevron 200 Ford ExxonMobil remains the largest across benchmark companies. Both General Motors 150 Verizon ExxonMobil Upstream and ExxonMobil Product Solutions business AT&T segments, on a stand-alone basis, rank among other large benchmark Johnson & Johnson Procter & Gamble companies based on revenues.revenue. 100 Boeing Raytheon Technologies Compensation benchmark companies remained the same since 2017, General Electric except for the addition of Raytheon Technologies in 2021 as successor, 50 IBM Pfizer by merger, to United Technologies. SCALE OF EXXONMOBIL VERSUS BENCHMARK COMPANIES7 (2021 revenue, dollars in billions)0 PAY ORIENTATION In assessing the appropriateness of pay levels, the Committee considers scale and complexity, and tenure in position as relevant factors. TheDespite the much larger scale of ExxonMobil versus benchmark companies, the Compensation Committee focuses on a broad range around the median of compensation benchmark companies, evaluated across a range of stock price scenarios. This provides the ability to: 0 Differentiate compensation based on experience and performance levels among executives; 0 Minimize the potential for automatic ratcheting-up of compensation that could occur within a narrow target among benchmark companies; and 0 Respond to changing business conditions. The Committee uses tally sheets for the CEO and Management Committee that provide detailed information, by pay element, and allow for assessment against publicly available data for similar positions at compensation benchmark companies. The Committee also uses an independent consultant to assist in this analysis as discussed in the Corporate Governance section, see page 28.37. COMPENSATION COMMITTEE CONDUCTS ANNUAL BENCHMARKING TO ASSESS MARKET COMPETITIVENESS OF EXECUTIVE PAY AND PROGRAM DESIGN 2024 Proxy Statement 57
20212023 BUSINESS PERFORMANCE Deliberate actions in 2021, balancedStrong 2023 business results across multiple dimensions:all performance dimensions, positioned to capture the full benefit of changing market conditions. Delivering strong financial performance through advantaged and integrated portfolio of investments, improved competitiveness, and active near-term cost managementcontrol, while selectively investing to enable optimal positionmeeting societys need for recovery. Decisions made in 2020/2021 set the foundation for future success, on track to deliver objective of doubling earnings potential by 2025 versus 2019. 2021energy, essential products, and reduced emissions. 2023 PROGRESS AND PERFORMANCE OPERATIONS Strategic Objective Deliver industry-leading performance PERFORMANCE Safety 0 Maintained best-everindustry-leading personnel safety performance1, 2 Continuously improvingperformance2 Sustained 25% reduction in Tier 1 process safety, beat Corporate objectiveProcess Safety Events9 Emissions, 0 Met 20252023 GHG emission-reduction plans by YE 2021,3 announced GHG emission-emissions intensity reduction on track with 2030 plans3 Environmental reduction plans for 2030 consistent with Paris Agreement-aligned pathways 30%Over 50% reduction in number of spills versus prior 3-year average1, 8spills2,9,10 Reliability Exceeded plan across all business segments; effectively responded to weather eventsTotal capacity loss trend on plan11 FINANCIAL Strategic Objective Deliver industry-leading earnings and cash flow growth PERFORMANCE Results Delivered industry-leading earnings and cash flow growth Fortified balance sheet capacity, $20 billion debt reduction9 Improved cost competitiveness, delivered $4.9strong financial results Delivered more than $9 billion in structural efficiencies since 201910 0 Best-in-industry investment portfolio delivering high returnscost savings9,12 Maintained capex discipline13; debt-to-capital ratio at 16%, consistent with strong AA rating Delivered $32 billion to shareholders through dividends and short payoutsshare repurchases ENERGY Strategic Objective Lead industry in reducing emissions in hard-to-decarbonize emissions reductionssectors TRANSITION Results 0 Aggressively growing Low Carbon Solutions business; near-term investment focused where policy exists to provide attractive returns; seeding developmentsMore than 10% reduction in anticipationcorporate-wide GHG emissions intensity3 in support of future policy 0 Progressing2030 GHG Emission-Reduction Plans and 2050 Net-Zero Ambition14 Pursuing more than $20 billion in lower-emission investments from 2022-2027, positioned for strong double-digit returns from large signature projects; robust pipeline of multiple carbon captureaddressable markets, and storage (CCS) opportunities, Houston Hub MOU with 14 companies as of January 2022 0 Flexibility to grow low-carbon spend as opportunity pipeline matures and market evolves 0 Leveraging external collaborations to develop breakthrough GHG emission-reduction technologies (e.g., Global Thermostat)competitively advantaged projects BUSINESS Strategic Objective Optimize existing business portfolio, resilient to a transitioning energy system PORTFOLIO Upstream Prioritize resilient, high-return investments 0 >90%Entered definitive agreement to acquire Pioneer for $59.5 billion, doubling Permian footprint Exceeded commitment of 2022-2027 capex delivers >10% return at <$35/bbl11 0$5 billion in structural cost reductions by year-end 20239,12; captured additional $1.5 billion vs. 2022 Guyana: aggressive10% above design capacity15; industry-leading GHG and unit cost performance16 Permian: 12% growth vs. 2022, applied proprietary technology to deliver industry-leading long lateral wells; zero routine flaring17; increased electrification of operations Improved portfolio and cost structure through strategic divestments and cost efficiencies generated $1 billion in earnings vs. 202218 Product Solutions Lower cost of supply, grow high-value products, improve portfolio value, lead in sustainability Achieved third highest-ever earnings of $16 billion Delivered on commitment of $4 billion in structural efficiencies by year-end 20239,12; capturing $1.2 billion vs. 2022 Best refining reliability in 10 years,19 with 1Q turnaround performance20 Invested in technology for new market growth with ProxximaTM expanded production Over 250% increase in Advanced Recycling Certificate Production, vs. 2022 Started up largest U.S. refinery capacity addition in 10 years and 750 kTA chemical expansion Began construction of 20 Kbd Strathcona renewable diesel project Low Carbon Develop pipeline of advantaged opportunities and establish LCS as an industry leader Solutions Acquired Denbury for $4.9 billion, making ExxonMobil the largest U.S. CO2 pipeline owner/operator Advanced technology development paceprojects, including Direct Air Capture Executed contracts with Nucor and Linde, increasing total CCS under contract to ~5 MTA Established pipeline of world-class resource, >10 Boeb 0 Permian: record production exceeding planlithium technologies and commercial developments aiming to supply lithium for ~1 million EVs per year with lower capital, reflecting continuing improvements in capital efficiency Chemical Grow performance products 0 Investment portfolio delivers ~20% return12 0 7% performance products sales growth in 2021 0 Corpus Christi Chemical complex started up ahead of schedule and under budget 0 Final investment decision on world-scale chemical complex at Dayawan, China 0 Announced large-scale advanced plastic recycling facility in Baytown Downstream Improve portfolio competitiveness and resilience 0 Investment portfolio delivers return of ~50%13 0 Key milestones met for strategic market entries in China, Mexico, Indonesia, and India 0 Highgrading portfolio with key advantaged projects to improve net cash margin 0 Progressing near-term investment in biofuelsfewer environmental impacts versus conventional hard-rock mining 58 2024 Proxy Statement
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2021 BUSINESS PERFORMANCE PERSONNEL SAFETY1, 14 EMISSIONS3, 15 FINANCIAL ENVIRONMENTAL1, 8 ExxonMobil Workforce Upstream Industry Benchmark LOST-TIME INCIDENT RATE (LTIR) 2012 13 14 15 16 17 18 19 20 2021 (incidents per 200,000 work hours) 0.16 0.14 0.12 0.10 0.08 0.06 0.04 0.02 0 U.S. Refining and Chemical Industry Benchmark 2021 Focus Area Selected performance metrics tie to Company's strategic objectives ESG metrics disclosure expanded to include spills and GHG emissions, flaring, and methane intensity reductions Expansion underscores the Company's plan to play a leading role in the energy transition and responds to shareholder feedback seeking additional clarity 20212023 BUSINESS PERFORMANCE | FINANCIAL & OPERATING METRICS (T/PERSONNEL SAFETY2, 21 ENVIRONMENTAL2, 10 LOST-TIME INCIDENT RATE (LTIR) SPILLS >1 BARREL (BBL) Accomplishments are evaluated ExxonMobil Workforce (number) across all business performance Upstream Industry Benchmark dimensions within the context of the 500 U.S. Refining and Chemical Industry Benchmark Companys long-term strategy (incidents per 200,000 work hours) 400 Financial and operating metrics 0.18 0.16 further support the Compensation 300 Committees assessment 0.14 0.12 0.10 200 0.08 0.06 0.04 100 T) 30 250.02 0.00 0 2014 15 16 17 18 19 20 21 22 2023 2014 15 10 5 0 UPSTREAM NET16 17 18 19 20 21 22 2023 GHG EMISSIONS3, 22 CORPORATE-WIDE CORPORATE-WIDE CORPORATE-WIDE OPERATED GHG EMISSIONS INTENSITY OPERATED HYDROCARBON FLARING INTENSITY OPERATED METHANE EMISSIONS INTENSITY (T CO e/100 T) (m3/T) (T CH /100 T) 2 4 30 15 0.08 25 12 0.06 20 2030 GHG Emission-Reduction Plans3 9 15 0.04 6 10 2030 GHG Emission-Reduction Plans3 0.02 3 2030 GHG Emission-Reduction Plans3 5 0 0 0.00 2016 17 18 19 20 2021 2025 GHG Emission Reduction Plans (m3/T) 15 12 9 6 3 0 CORPORATE OPERATED HYDROCARBON FLARING INTENSITY21 22 2023 2016 17 18 19 20 2021 2025 GHG Emission Reduction Plans (T100 T) 0.08 0.06 0.04 0.02 0.00 CORPORATE OPERATED METHANE EMISSIONS INTENSITY21 22 2023 2016 17 18 19 20 2021 2025 GHG Emission Reduction Plans (number) 500 400 300 200 100 0 SPILLS >1 BARREL (BBL) 2012 13 14 1516 17 18 19 20 2021 12 9 6 3 0 (10-year average, percent)21 22 2023 FINANCIAL RETURN ON AVERAGE CAPITAL EMPLOYED CASH FLOW FROM OPERATIONS TOTAL SHAREHOLDER RETURN (TSR)24 (ROCE)1623 AND ASSET SALES (CFOAS)23 (10-year average, percent) 10-Year Average 2023 10-Year 5-Year 3-Year 2023 10 (dollars in billions) (average, percent) 70 50 8 60 40 6 50 30 40 20 4 30 10 20 0 2 10 -10 0 XOM Chevron Shell Total BP 60 40 20 0 (dollars in billions) 10-Year Average 2021 CASH FLOW FROMOPERATIONS AND ASSET SALES16 XOM Chevron Shell Total BP 60 40 20 0 (percent) 10-Year Average 2021 TOTAL SHAREHOLDER RETURN (TSR)17-20 XOM Chevron Shell Total BP 2024 Proxy Statement 59
20212023 COMPENSATION ACTIONS | CEO PAY DELIBERATIONS Mr. Woods is primarily responsible for executing the Company'sCompanys long-term strategic objectives while progressing plan goals in support of these objectives. In 2021,2023, the Company delivered strong business results across all performance dimensions. Under Mr. Woods ledleadership, the Company through a volatile and increasingly complex business environment. Through deliberate actions, the organization demonstrated an abilitymaintained its commitment to balance near-term cost control andadvantaged long-term investments positioningand actively progressed structural cost savings.12 This continues to position the Company well to capture upside as markets recover. This set a strong foundation for 2022 and beyond,opportunities, and provides flexibility to grow low-carbon spendconsider further investments as the opportunity pipeline matures, technology advances, and market evolves.markets and policies evolve. The Committee noted strong business results in each performance dimension: Operations: maintained best-everindustry-leading personnel safety performance1, 2; met 2025performance2; on track to achieve 2030 GHG emission-reduction plans by end-of-year 2021.3plans3; established Global Business Solutions, Supply Chain, and Global Trading organizations, driving further integrated value. Financial: industry-leadingIOC25-leading earnings and cash flow growth;flow; earnings growth driven by improvedstrong portfolio investment returns, accretive volumes, and lower opex;structural efficiencies12; maintaining debt-to-capital ratio consistent with a strong AA rating. Energy transition: more than 10% reduction in corporate-wide GHG emissions intensity3; on track to achieve net-zero in Permian unconventional operations by 2030. Pursuing more than $20 billion debt reduction,9 achieving debt to capital range within year of pandemic; TSR recovering - 57.3 percent in 2021 leads peers. Energy transition: aggressively growing Low Carbon Solutions business; $15 billion of lower-emission investments from 2022 through 2027.2027, positioning for strong double-digit returns from large potential addressable markets and competitively advantaged projects. Business portfolio: best-in-industry investment portfolio, integrated and resilient across price cycles and a transitioning energy system, delivering high returns and short payouts, resilient to a transitioning energy system;payouts; further aligned organizations with markets and key competitive variables. Established Low Carbon Solutions as an industry leader, with significant investment in the U.S. Gulf Coast, CCS, hydrogen, and lithium. Expanding our Low Carbon Solutions business opportunities with Denbury acquisition to further reduce the Companys and others emissions, and investing in high-quality Permian acreage through Pioneer acquisition. Strengthening ExxonMobil culture framework globally; successfully implemented re-designed leadership learning program in support of We are ExxonMobil with 30 percent of leaders trained at year end; company-wide employee survey, demonstrated strong engagement, and year-over-year improvement in focus areas understanding Company purpose and strategy, progress in fostering a productive and inclusive environment, and sustaining and improving our culture. In acknowledgement of these achievements, the Committee approvedawarded total direct compensation of $18.3$29.9 million. Consistent with our pay philosophy, a significant portion was delivered through performance shares with 5- and 10-year vesting periods. CEO COMPENSATION TOTAL DIRECT COMPENSATION REALIZED PAY Salary Bonus Stock-Based Awards Total Cash Vesting of Previous Awards (millions) (millions) $33.0 $29.9 $18.3 94% variable $18.1 $15.6 pay, at risk $9.1 2021 2022 2023 2021 2022 2023 Total Reported Pay % of Total Direct Compensation $23.6 $35.9 $36.9 50% 55% 52% 2023 total direct compensation increased by 14down 10 percent versus 2019 due to strong Company2022, reflective of reduced earnings performance and lower stock price recovery, and reflects the Committee's actions to bring the CEO's pay closer to a market-competitive position Over 7078 percent of CEO total direct compensation delivered in the form of performance shares with long restriction periods Level of realized pay reflects lower bonus award and higherlower vested award value, including 50 percent of an award granted in 20162018 reflecting second year as PresidentChairman and in anticipation of election as CEO 60 2024 Proxy Statement
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CEO COMPENSATION BENCHMARKING4BENCHMARKING1 TOTAL DIRECT COMPENSATION 0 Overall level1-YEAR TOTAL DIRECT COMPENSATION 10-YEAR TOTAL DIRECT COMPENSATION (2022) (2022, 2012 to 2021) ExxonMobil Compensation Benchmark Companies 2022 2012-2021 Range 100th Percentile XOM 2 3 4 5 6 7 8 9 10 11 12 13 XOM 2 3 4 5 6 7 8 9 10 11 12 13 (rank position) (rank position by 2022 compensation) Strength of CEO compensationprogram design demonstrated across dynamic market conditions and a complex business environment; highly performanced based, tied to business and individual performance, and resulting in 2020 down ~40 percent due to bonus program suspension and lower dollar valuegreater degree of long-term award 0 Decisions in 2020 resulted in an uncompetitive market position with 1-year Total Direct Compensation at the 0th percentilevolatility versus programs of benchmark companies 2023 compensation reflective of strong business and below 10-year rangeindividual performance; lower bonus award and performance share grant value reflective of change in year-over-year earnings and share price, respectively REALIZED AND UNREALIZED PAY 010-YEAR COMBINED REALIZED AND UNREALIZED PAY 10-YEAR REALIZED PAY (2013 to 2022) (2013 to 2022) ExxonMobil Compensation Benchmark Companies ExxonMobil Compensation Benchmark Companies 45th Percentile 1st Percentile 1 2 3 4 5 6 7 XOM 9 10 11 12 13 1 2 3 4 5 6 7 8 9 10 11 XOM 13 (rank position) (rank position) Combined 10-year realized and unrealized pay normalizes for different award types and restriction periods 0 Low relative position reflective of Company performance and experience in position 0 Relative position in 10-year realized versus realized/unrealized pay reflective of long restriction periods in program design ExxonMobil Compensation Benchmark Companies 2010-2019 Range 1 2 3 4 5 6 7 8 9 10 11 12 XOM (rank position by 2020 compensation) (rank position)2024 Proxy Statement 61
20212023 COMPENSATION ACTIONS | MANAGEMENT COMMITTEE KATHRYN A. MIKELLS, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER Ms. Mikells is responsible for all corporate finance departments, including financial planning and reporting, tax, treasurer's,Global Business Solutions, Tax and audit.Treasurers, and Audit functions. Ms. Mikells also oversees strategic planning and investor relations. She joined ExxonMobilIn 2023, Ms. Mikells provided strategic and executive oversight in August 2021. Since joining, Ms. Mikells: Quickly established herself as a respected memberthe following areas: Salary Financial / Corporate Strategy: sustained leadership in driving process and $1.2M systems transformation, consolidation, and simplification of end-to-end transactional processes; focused efforts on improving competitiveness of portfolio and active cost management; continued efforts to fortify balance sheet with debt-to-capital ratio at 16%, consistent with strong AA rating; delivered Bonus $32 billion to shareholders through dividends and share repurchases. $3.2M External engagement: further strengthened shareholder engagement and $16.5M understanding through increased Board, management, and IR access; co-hosted Low Carbon Solutions business spotlight; exceeded institutional investment Performance Shares engagements key industry benchmark. $12.1M Maintained strong emphasis on effectiveness of Enterprise Risk Management, ensuring risks most important to the Corporation were identified, prioritized and 93% variable pay at risk managed, with appropriate oversight of the Management Committee. Is driving improvements in design, delivery,Committee and capabilities of her organizations. Actively engaged a broad spectrum of stakeholders, progressing investor relations strategy in response to feedback. Provided leadership oversight in 2021 Corporate plan development and efforts to further improve competitiveness.Board. In acknowledgement of these achievements, the Committee approvedawarded total direct compensation of $9.1$16.5 million. In addition, the Committee granted a one-time performance share award of 80,000 shares in connection with her hiring, intended to immediately start building equity in the Company and address any amounts forfeited upon departure from her prior employer. In keeping with our philosophy, this award is subject to 5- and 10-year vesting periods and at risk of forfeiture while unvested. NEIL A. CHAPMAN, SENIOR VICE PRESIDENT Mr. Chapman is responsible for the Upstream business, ResearchGlobal Trading, and the enterprise-wide Technology and Engineering company, and Low Carbon Solutions business.functions. In 2021,2023, Mr. Chapman provided strategic and executive oversight in the following areas: Operations: continued focus on Upstream industry LTIR comparable to prior year's lowest LTIR; first ever, no life altering injuries1, 18; better-than-plan reliability; lowest flaring intensity2leadership and better-than-plan reduction in methaneSalary contractor trend; 5th consecutive year of reduced Upstream operated emissions intensity.$1.2M intensity22; Permian operations sustained zero routine flaring.17 Financial: delivered approximately $16Upstream earnings of $24 billion26; exceeded commitment of $5 billion of earnings, highest since 2014, within structural efficiencies of about $3efficiencies12 by year-end 20239; $2.4 billion versus 2019, and approximately $1.5 billion of divestments.in proceeds from divestments in 2023. $ Bonus 3.3M Energy transition: established Low Carbon Solutions business, early wins in establishing accretive portfoliooptimized detailed GHG roadmaps for operated assets, $17.3M prioritization and execution of opportunities integrated into annual planning process; on track with multiple opportunities identified; leveraging external technologies/collaborations2030 net-zero Scope 1 and 2 plans for Permian unconventional operations; eliminated more than 6,000 pneumatic venting Performance Shares devices; further electrification of facilities, including securing agreement to develop breakthrough GHG emission-reduction technologies.enable $12.8M more than 475 megawatts of low-carbon wind capacity. Business portfolio: strengthening portfolio competitiveness, >90%entered into definitive agreement to acquire Pioneer for 93% variable pay at risk $59.5 billion, doubling Permian footprint and increasing short-cycle portfolio; improved production mix through strategic divestment, primarily of 2022-2027 capexgas assets, and sustained investment in advantaged projects; grew Guyana and Permian production by 120 KOEBD vs. 2022; improved recovery through production optimization; deployed industry-leading long lateral well technology; 3rd Guyana FPSO start-up ahead of schedule; achieved FID on Guyana FPSO 5, submitted field development plans for FPSO 6; commenced Engineering Design for Papua New Guinea LNG; consolidated Technology and Engineering organizations delivering >10% return at L$35/bbl11; aggressive development pace in Guyana, >10 Boeb; Bacalhau on pace for start-up in 2024; Permian record production exceeding plan with lower capital, reflecting continued improvements in capital efficiency.20% cost efficiency through 2028 unlocking additional scaleable high-value technology deployment and investment across business lines. Established Global Trading organization. In acknowledgement of these achievements, the Committee approvedawarded total direct compensation of $9.6$17.3 million. 62 2024 Proxy Statement
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JACK P. WILLIAMS, JR., SENIOR VICE PRESIDENT Mr. Williams is responsible for the Chemical, Fuels & Lubricants businesses as well as theProduct Solutions business, enterprise-wide Supply Chain, and Global Projects organization.functions. In 2021,2023, Mr. Williams provided strategic and executive oversight in the following areas: Operations: beat prior year best-evermaintained industry-leading Downstream Total Recordable Incident Rate (TRIR) safety performance1 since 2006; better-than-plan Refining and Chemical reliability;LTIR performance,2 with total number of incidents down; best Refining internal unplannedrefining reliability in past 10 years19; delivered consistent 1Q turnaround performance20; refining and chemicals businesses each operate assets among the lowest in the industry for greenhouse gas intensity.27 $ Salary 1.2M Financial: delivered $17 billion26 of earnings from Energy, Chemical, and Specialty Products (third-best ever); delivered on commitment of $4 billion in structural efficiencies12 by year-end 2023 and delivering on plan to nearly triple earnings potential by 2027.9 Bonus $3.3M Energy transition: prioritized detailed GHG emission-reduction roadmap $17.3M opportunities via annual planning process; actively investing in 12 major projects to support ~10% reduction, vs. 2016, in operated Scope 1 and 2 emissions intensity by 203028; started construction on 20 Kbd Strathcona renewable diesel Performance Shares project. $12.8M Business portfolio: strengthened portfolio competitiveness with start-up of the largest U.S. refinery capacity loss performanceaddition in the last decade; leading international refining companies in Carbon Emissions Intensity19 performance. Financial: strong market recovery in low price margin environment across all 3 businesses; best-ever Chemical and Lubricants earnings; exceeded operating expense reduction targets; sold SantopreneTM10 years; increased 93% variable pay at $1.15 billion. Energy transition: significant near-term investment in biofuels. Business portfolio: effectively paused and re-started major projects execution, leveraging cross-Company capabilities, enabling pre-pandemic commitments at lower cost; Chemicalrisk performance product capacity by 750 kTA; grew performance product, lower-emission fuel, and Mobil 1TM sales up 7%; expansionto record levels. Strategically invested in technology development for future growth into new markets: ProxximaTM for lightweight composites, replacing heavier higher-carbon components, and improving advanced plastic recycling process capability; closed on sale of Billings, Trecate, and Sriracha refineries; Global Projects on track to deliver cost improvements greater than 10%, resulting in value capture of $6 billion by 2027,29 75% of benchmark projects delivering above design expectations; Corpus Christi Chemical complex ahead of schedule and under budget; made final investment decision for multibillion dollar chemical complex in Dayawan, China; announced large-scale advanced plastics recycling facilities in France and Texas; hit key milestones for Downstream strategic market entries in China, Mexico, Indonesia, and India.at 1Q cost competitiveness. Established the Global Supply Chain organization. In acknowledgement of these achievements, the Committee approvedawarded total direct compensation of $9.7$17.3 million. ANDREW P. SWIGER, SENIOR VICE PRESIDENT AND PRINCIPAL FINANCIAL OFFICER Mr. Swiger retired effective September 1, 2021 with 43 years of service. Mr. Swiger's total direct compensation of $2.6 million is reflective of a partial year and includes salary and pro-rated bonus. Angela F. Braly Chair, Compensation Committee Exxon Mobil Corporation Our executives'executives pay is directly linked to the Company'sCompanys commitment to drive sustainable growth in shareholder value while positioning the Company for long-term success in a lower-emissionslower-emission future. The Companys long-term strategy reflects its commitment to meeting societys needs for energy, essential products, and reduced emissions. In 2021,2023, the Company delivered exceptionalcontinued to deliver strong business results across all performance dimensions including early delivery of the 2025 emission-reduction plans by four years. An effective pandemic response, focusedand further strengthened its ability to capture value through strategic organizational changes. Ongoing commitment to advantaged investments during the down-cycle, and structuralactive cost savings enabledmanagement position the Company to realize the full benefit of current market conditions and deliver industry-leading results. Your valuable input has provided us the market recovery. Thisopportunity to continue to refine and enhance our disclosure, includes greater detail on the performance dimensions and metrics the Compensation Committee assessed in its pay deliberations. It also includes greaterensuring it provides transparency on the Company's role inCompensation Committees pay deliberations, and clarity on how performance against the energy transition, aCompanys strategic objective on which the Committee is currently placing additional emphasis.objectives drives pay outcomes. I look forward to our continued engagement and hope you will join the Board in voting "FOR" Item 3. 2024 Proxy Statement 63
OTHER COMPENSATION ELEMENTS RETIREMENT PLANS The Company'sCompanys approach to talent development stems from the need to develop future leaders broadly and deeply given the complexity and long-term nature of the business. Retirement plans support the Company'sCompanys talent management approach and are designed to attract and retain talent for a career. See our Investing in People supplement for more information.4 Retirement plans include: 0 Defined contribution plans, such as the Company'sCompanys savings plans, that are attractive to new hires who can begin building an account balance immediately; and 0 Defined benefit plans, such as the Company'sCompanys pension plans, that help retain mid- and late-career employees until retirement age. These are viewed as the primary vehiclevehicles for retirement planning. Retirement plans also strengthen commitment to high performance standards. Salary and bonus amounts that form the basis for these plans, are determined by individual performance. Named Executive Officers participate in the same savings and pension plans as all other U.S.-dollar-paid executives. Change in controlprofessional employees. Change-in-control is not a triggering event under any ExxonMobil benefit plan. Below are brief descriptions of the plans. See the Pension Benefits and Nonqualified Deferred Compensation sections on pages 6575 to 6777 for more details. Savings Plans Pension Plans Qualified Nonqualified Savings Plan 0ExxonMobil Savings Plan (EMSP) provides company-matchingcompany- ExxonMobil Pension Plan (EMPP) provides a matching contribution of 7 percent of eligible salary forif pension benefit when leaving the Company if age, employee contribution ofcontributes minimum 6 percent of salary 0service, and other provisions under the plan are met Subject to U.S. Internal Revenue Code limits on Subject to U.S. Internal Revenue Code limits on amount of pay taken into account and total amount compensation included and benefits paid of contributions 0Nonqualified Supplemental Savings Plan (SSP) provides Supplemental Pension Plan (SPP) provides continuation of Company-matching contribution pension benefits that cannot be paid from EMPP of 7 percent of eligible salary that would not otherwise due to U.S. Internal Revenue Code limits be made to the qualified Savings Plan due to IRS limitations 0 Does not permit employee contributions 0 SSP is paid as a lump sum and only if retiring from the Company Pension Plan 0 ExxonMobil Pension Plan (EMPP) provides for a pension benefit when leaving the Company as long as age, service, and other provisions under the plan are met 0 Subject to U.S. Internal Revenue Code limits on compensation included and benefits paid 0 Supplemental Pension Plan (SPP) provides pension benefits that cannot be paid from EMPP due to IRS limitations 0 Additional Payments Plan (APP) provides pension benefits tied to annual cash bonus 0 SPP and APP are paid as a lump sum and only if retiring from the Company 2021 DECISIONS Company-matching contribution to the Savings Plan was reinstated beginning October 2021 after a temporary suspension that began in October 2020; affects all U.S.-dollar-paid employees eligible for this plan, including senior executives.Does not permit employee contributions 64 2024 Proxy Statement
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SHARE UTILIZATION The Compensation Committee establishes a ceiling for performance share awards on an annual basis. The overall number of shares underlying awards granted in 20212023 represents dilution of 0.2 percent. This dilution results in a lower relative impact on earnings per share at time of grant versus compensation benchmark companies, and is 7767 percent below the average of compensation benchmark companies, based on historical grant patternspatterns. GRANTING PRACTICES The Compensation Committee grants annual incentive awards to the Company'sCompanys senior executives at its regular November meeting. A committee comprised of ExxonMobil's ChairmanExxonMobils CEO and Management Committee grants incentive awards to other eligible employees within the parameters of the bonus and performance share award ceilings approved by the Compensation Committee. This committee makes annual grants on a schedule aligned with the schedule of the Compensation Committee. The Committees may also grant awards as needed based on personnel developments within the parameters of the award ceilings approved by the Compensation Committee in November. The Company'sCompanys compensation program does not include granting stock options. No stock options have been granted since 2001 and there are no plans to make such grants in the future. TAX MATTERS The Company does not provide tax assistance for either bonus or performance share awards. Starting in 2018, the U.S. Internal Revenue Code was amended so that annual compensation, including performance-based compensation, in excess of $1 million paid to the CEO, the Principal Financial Officer, and the other three most highly paid executives is not tax deductible by the Corporation, with an exception for compensation and benefits awarded or accrued prior to November 2017. Executives may not elect to defer any element of compensation. Nonqualified pension and other benefits have been designed in a manner intended to avoid additional taxes that could potentially be imposed on the recipients of such amounts by Section 409A of the U.S. Internal Revenue Code. This is achieved by setting the form and timing of distributions to eliminate executive and Company discretion. This section is based on the Company'sCompanys interpretation of current U.S. tax laws. 2024 Proxy Statement 65
RISK AND GOVERNANCE Executive Stock 0 Long restriction periods on performance shares result in executives maintaining significant Ownership stock ownership during employment and for 10 years into retirement, the majority of which remain unvested 0 Stock ownership far exceeds the typical standard ownership guideline of 6 times base salary 0 Actual CEO stock ownership is 46 times salary resulting from 87 percent of unvested shares 0 Average of all U.S.-dollar-paid executive officers, including other Named Executive Officers, is 2486 times salary resulting from 85 percent of unvested shares; similarly, stock ownership for other Named Executive Officers ranges from 36 to 71 times salary; at retirement the CEO and other Named Executive Officers will have approximately 70 percent of unvested shares outstanding that will vest over a 10-year period Average of all U.S.-dollar-paid executive officers is 41 times salary Significant Pay 0 Uniquely long restriction periods on performance shares substantially increase the percentage at RiskPay-at-Risk of career compensation at risk well into retirement 0 Unvested performance share awards cannot be used as collateral for any purpose Strong Forfeiture 0 Unvested performance share awards are at risk of forfeiture in the event of early retirement Provisions and/or detrimental activity, evenincluding up to 10 years into retirement, if such activity occurs or is discovered after retirement 0 In the event of retirement prior to age 65 but after eligibility for early retirement (i.e., at least 55 years of age with at least 15 years of service), the Compensation Committee, in the case of an executive officer, must approve the retention of awards Bonusawards. Forfeiture provisions remain in place until an award has vested, including those that vest post retirement Clawback 0Policies In the event of a material negative restatement of ExxonMobil'sExxonMobils reported financial or Policy operating results, the Board is authorized to take actions as it deems necessary and appropriate, including the recoupment (clawback) of any bonus paid to an executive officer 0 Policy reflectsPolicies, found under the Company'sGovernance section of ExxonMobil.com, reflect the Companys high ethical standards and strict compliance with accounting and other regulations applicable to public companies, including compliance with NYSE rule 10D-1 Anti-Hedging/ 0 Company policy prohibits all active executive, management, professional, or technical Derivative Policy employees and directors from being a party to a derivative or similar financial instrument, including puts, calls, or other options, future or forward contracts, or equity swaps or collars, on ExxonMobil common stock or trading in the oil or gas futures markets Annual Assessment of 0 Compensation Committee reviews the effectiveness and competitiveness of the compensation Compensation Design program design annually; this includes an assessment of alternate methodologies 0 During this annual review, the Committee also considers the insights gained from extensive shareholder dialogue during and in between proxy seasonengagement throughout the year Independent 0 Compensation Committee utilizes the expertise of an external independent consultant Compensation 0 For more information, see page 2838 Consultant 66 2024 Proxy Statement
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No Employment Contracts 0 CEO and other Named Executive Officers are "at-will"at-will employees and as such do not have Contracts employment contracts, severance agreements, or change-in-control arrangements with No Severance the Company Agreements 0 Eliminates any real or perceived "safety net"safety net with respect to job security and increases No Change-in-Control the risk and consequences to the individual for performance that does not meet the ArrangementsNo Change-in-Control highest standards Arrangements No Guaranteed 0 Bonus subject to year-on-year change in earnings performance; remains at risk Bonuses 0 Demonstrated by bonus program suspension in 2020; no award granted No Additional Stock 0 Compensation Committee sets the size of the performance share program and does not Grants to Balance support a practice of offsetting a loss or gain in the value of prior performance share grants Losses in Value by the value of current-year grants 0 Such a practice would minimize the risk/reward profile of stock-based awards and undermine the long-term view that executives are expected to adopt No Accelerated 0 Performance shares are not subject to acceleration, not even at retirement, except in the Vesting at Retirement case of death 0 Unvested performance shares cannot be used as collateral for any purpose COMPENSATION PROGRAM UNDERPINNED BY STRONG GOVERNANCE PRACTICES THAT DISCOURAGE INAPPROPRIATE RISK TAKING 2024 Proxy Statement 67
FREQUENTLY USED TERMS Please also read the Footnotes on page 5969 and the additional Frequently Used Terms in Exhibit A starting on page 8499 for important information, including additional definitions and reconciliation of non-GAAP measures. Performancemeasures.Performance Share Program is the terminology used to describe our long-term award program to better reflect the strong connection between performance and pay. Compensationpay.Compensation Benchmark Companies consist of AT&T, Boeing, Chevron, Ford, General Electric, General Motors, IBM, Johnson & Johnson, Pfizer, Procter & Gamble, Raytheon Technologies, (successor to United Technologies), and Verizon. These are the same companies noted in the 20212023 Proxy Statement. Reported Pay is total compensation as reported in the Summary Compensation Table. TotalTable.Total Direct Compensation is compensation granted during the year, including salary, current year bonus, and the grant date fair value of performance shares. Realized Pay is compensation actually received by the CEO during the year, including salary, cash bonus, payouts of previously granted earnings bonus units (EBU), net spread on stock option exercises, market value at vesting of previously granted stock-based awards, and All Other Compensation amounts realized during the year. It excludes unvested grants, change in pension value, and other amounts that will not actually be received until a future date. Amounts for compensation benchmark companies include salary, bonus, payouts of non-equity incentive plan compensation, and All Other Compensation as reported in the Summary Compensation Table, plus value realized on option exercise or stock vesting as reported in the Option Exercises and Stock Vested table. It excludes unvested grants, change in pension value, and other amounts that will not actually be received until a future date, as well as any retirement-related payouts from pension or nonqualified compensation plans. Unrealizedplans.Unrealized Pay is calculated on a different basis than the grant date fair value of awards used in the Summary Compensation Table. Unrealized Pay includes the value based on each compensation benchmark company's closing stock price at fiscal year-end 20202022 of unvested restricted stock awards; unvested long-term share- and cash-performance awards, valued at target levels; and the "in the money" value of unexercised stock options (both vested and unvested). If a CEO retired during the period, outstanding equity is included assuming that unvested awards, as of the retirement date, continued to vest pursuant to the original terms of the award. Cashaward.Cash Flow from Operations and Asset Sales (CFOAS) is the sum of the net cash provided by operating activities and proceeds associated with sales of subsidiaries, property, plant and equipment, and sales and returns of investments from the Consolidated Statement of Cash Flows. For additional information, see Exhibit A starting on page 84. Return99.Return on Average Capital Employed (ROCE) for the Corporation is net income attributable to ExxonMobil excluding the after-tax cost of financing, divided by total corporate average capital employed. For this purpose, capital employed means the Corporation's net share of property, plant and equipment, and other assets less liabilities, excluding both short-term and long-term debt. For additional information, see Exhibit A starting on page 84.99. Total Shareholder Return (TSR) measures the change in value of an investment in stock over a specified period of time, assuming dividend reinvestment. TSR is subject to many different variables, including factors beyond the control of management. Share-denominated Approach: annual equity grant is based on a fixed number of shares; aligns award values with shareholder outcomes. ExxonMobil uses this approach; it results in a greater degree of volatility than a dollar-denominated approach. Dollar-denominated Approach: annual equity grant is based on target dollar value with underlying units adjusted to achieve target value. Market common approach; it results in less volatility than a share-denominated approach.award. Corporate Officers refers to the Company's senior management team and includes, but is not limited to, the Corporation's "Executive Officers" as defined by SEC rules. The term includes persons who may be officers of affiliates, not of Exxon Mobil Corporation, and does not include all persons holding ExxonMobil officer titles.Stock Ownership includes vested shares, unvested restricted shares, and shares underlying unvested restricted stock units. Statements regarding plans, objectives, and other future events or conditions are forward-looking statements. See the "Cautionary Statement" included in Exhibit A starting on page 8499 for important additional information about these statements, including factors that could cause actual results to differ materially. 68 2024 Proxy Statement
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FOOTNOTES 1 Using the latest set of full-year 2021 performance data as of January 12, 2022. 2 Since the Exxon-Mobil merger. 3 Using the latest set of full-year 2021 performance data as of February 28, 2022. 4 Total Direct Compensation, Realized Pay, and Unrealized Pay are defined in the Frequently Used Terms on page 58.68. The Frequently Used Terms also identify the compensation benchmark companies. For consistency, CEO compensation versus compensation benchmark companies as discussed on pages 3949 and 5161 is based on compensation as disclosed in the Summary Compensation Table of the proxy statements as of July 31, 2021.2023. Benchmark company data for 20212023 not available at time of publication. 5 For more information, see2 Using the Annual Report included with ExxonMobil's 2022 Proxy Statement available on our website at exxonmobil.com/annualreport. Seelatest set of full-year 2023 performance data as of January 17, 2024. 3 ExxonMobil 2030 GHG emission-reduction plans are intensity-based and for Scope 1 and 2 greenhouse gas emissions from operated assets compared to 2016 levels. These plans include actions that are also the Advancing Climate Solutions - 2022 Progress Report and Sustainability Report available on our website at exxonmobil.com. These reports are for information only and are not incorporated as part of the 2022 Proxy Statement. 6 Bonus program is based on estimates of year-end earnings made in November of each year, such that payment can occur in that calendar year. The purpose of the two-thirds adjustment in the formula isexpected to mitigate the impact of commodity price swings on short-term earnings performance. 7 Benchmark companies are the same companies noted in the 2021 Proxy Statement. See Frequently Used Terms on page 58 for a full list of benchmark companies. Data represents the fiscal year ending in 2021. Excludes sales-based taxes and intersegment revenues. 8 Hydrocarbon, drilling fluid, and chemical spills greater than 1 barrel (bbl). 9 Total debt, as reported in the Financial information section of ExxonMobil's 2021 Form 10-K. 10 For additional information, see Exhibit A starting on page 84. 11 Includes projects that bring on new volumes. Breakeven based on cost of supply to generate a minimum of 10-percent return on a money-forward basis. 12 Return based on 2022 money-forward, remaining Capex-weighted basis, for Chemical growth projects (North America Polypropylene, Baytown Chemical Expansion, Singapore Resid Upgrade, and China Chemical Complex) in 2027 at full capacity using 2010-2019 annual average margins. 13 Return based on 2022 money-forward, remaining Capex-weighted basis, for Downstream growth projects (Beaumont light crude expansion, U.S. Gulf Coast Permian processing, Fawley hydrofiner and pipeline, and Singapore Resid Upgrade) in 2027 at full capacity using 2010-2019 annual average margins. 14 ExxonMobil: workforce includes employees and contractors. Industry benchmark: American Petroleum Institute (API) discontinued the Survey of Occupational Injuries, Illnesses, and Fatalities (OIl) for all segments, except Midstream Pipelines and Terminals, effective January 1, 2021. The International Association of Oil & Gas Producers (IOGP) safety performance indicators and the American Fuel & Petrochemical Manufacturers (AFPM) Report of Occupational Injuries and Illnesses are the Upstream and Downstream industry benchmarks, respectively. IOGP safety performance indicators data converted from incidents per 1,000,000 work hours to incidents per 200,000 work hours. 2021 industry data not available at time of publication. Performance data may include rounding. 15 Emission metrics are based on assets operated by ExxonMobil. With 2016 as the base year, the 2025 Emission Reduction Plan calls for a 15-20%achieve absolute reduction in Upstreamcorporate-wide greenhouse gas intensity, a 35-45% reduction in corporate flaring intensity, and 40-50% reduction in corporate methane intensity.emissions by approximately 20%, compared to 2016 levels; excluding the recent acquisiton of Denbury Inc. See ExxonMobil 2024 ACS Executive Summary Footnote 3. ExxonMobil's reported emissions, reductions, and avoidance performance data are based on a combination of measured and estimated emissions data.data using reasonable efforts and collection methods. Calculations are based on industry standards and best practices, including guidance from the American Petroleum Institute (API) and IPIECA.Ipieca. There is uncertainty associated with the emissions, reductions, and avoidance performance data due to variation in the processes and operations, the availability of sufficient data, quality of those data, and methodology used for measurement and estimation. Performance data may include rounding. Changes to the performance data may be reported as part of the Company's annual publications as new or updated data and/or emission methodologies become available. We are working to continuously improve our performance and methods to detect, measure, and address greenhouse gas emissions. ExxonMobil works with industry, including API and IPIECA,Ipieca, to improve emission factors and methodologies, including measurements and estimates. Scope 1 and 2 emissions and intensity totals are calculated using market based method for Scope 2. 4 For more information, see the Annual Report included with ExxonMobil's 2024 Proxy Statement available on our website at exxonmobil.com/annualreport. See also Advancing Climate Solutions, Sustainability Report, and Investing in People supplement available at exxonmobil.com. These reports are for information only and are not incorporated as part of the 2024 Proxy Statement. 5 Assumes no change to salary or award grant versus 2023, until age 65 retirement. 6 Bonus program is based on estimates of year-end earnings made in November of each year, such that payment can occur in that calendar year. The purpose of the two-thirds adjustment in the formula is to mitigate the impact of commodity price swings on short-term earnings performance. 7 Compensation Benchmark Comparator 2022 bonus maximum average 397 percent of salary. Maximum calculated for each benchmark company based on public information, resulting value divided by 2022 salary. 2023 data for benchmark companies not available at time of publication. 8 Benchmark companies are the same companies noted in the 2023 Proxy Statement. See Frequently Used Terms on page 68 for a full list of benchmark companies. Data represents the fiscal year ending in 2023. Excludes sales-based taxes and intersegment revenues. 9 Versus 2019. 10 Hydrocarbon, drilling fluid, and chemical spills greater than 1 barrel (bbl). 11 Capacity loss characterizes actual production levels versus the established demonstrated capacity of the operations. 12 See Exhibit A starting on page 99 for information on structural cost savings. 13 Capex in the range of $22-$27 billion per year from 2023-2027. 14 With advancements in technology and clear and consistent government policies that support needed investments and the development of market-driven mechanisms, we aim to achieve net-zero Scope 1 and 2 GHG emissions in our operated assets by 2050. Our net-zero ambition is backed by a comprehensive approach centered on detailed emission-reduction roadmaps. We completed these roadmaps in 2022 and continue to update them to reflect technology and policy, and to account for the many potential pathways, and the pace of the energy transition. 15 Liza Phase 1 Destiny and Liza Phase 2 Unity; excludes Payara start-up. 16 Based on comparison of 2023 emissions intensity performance of Liza Unity and Liza Destiny to publicly available data, third-party sources (Rystad for oil and flowing gas), and ExxonMobil analysis. 17 References to routine flaring herein are consistent with the World Bank's Zero Routine Flaring by 2030 Initiative/Global Gas Flaring Reduction Partnerships (GGFRP) principle of routine flaring, and excludes safety and non-routine flaring. 18 Volume/mix factor, see ExxonMobil 10-K for fiscal year ended December 31, 2023. 19 Excluding 2020 due to decreased market demand from the pandemic and resulting reduced refinery utilization. 20 First-quartile cost and schedule performance based on Solomon Associates benchmarking and ExxonMobil analysis. 21 ExxonMobil workforce: includes employees and contractors. Industry benchmark: International Association of Oil & Gas Producers (IOGP) safety performance indicators and American Fuel & Petrochemical Manufacturers (AFPM) Report of Occupational Injuries and Illnesses are the Upstream and Downstream industry benchmarks, respectively. IOGP safety performance indicators data converted from incidents per 1,000,000 work hours to incidents per 200,000 work hours. 2023 industry data not available at time of publication. Performance data may include rounding. 22 Using the latest set of full-year performance data as of February 29, 2024. 23 Competitor data estimated on a consistent basis with ExxonMobil and based on public information. For definitions and more information, see Frequently Used Terms on page 58.68. See Financial Performance table below for data points. 1724 Growth rate of an investor's holdings with reinvestment of dividends. For definition and more information, see Frequently Used Terms on page 58.68. See Financial Performance table below for data points. 18 Since the XTO acquisition. 19 As measured by the25 IOC peers: BP, Chevron, Shell, and TotalEnergies. 26 Based on earnings excluding identified items. For additional details, see Exhibit A starting on page 99. 27 Based on Scope 1 and 2 emissions of ExxonMobil operated assets. Refining performance results based on ExxonMobil analysis of 2020 Solomon Associate'sAssociates' proprietary Carbon Emissions Index.Index; Chemicals performance results based on ExxonMobil analysis of key competitors' publicly available information; annual data: 2016-2022. 28 Downstream and Chemical operated assets. 29 Since Global Projects formation in 2019. ROCE (%) CFOAS ($)* TSR (%) Financial Performance 10-yr avg 10-yr avg 20212023 10-yr avg 20215-yr avg 3-yr avg 2023 ExxonMobil 9.7 39.3 51.3 0.9 57.39.4 42.3 59.4 4.3 13.6 40.2 -6.2 Chevron 6.7 29.0 31.0 5.2 45.930.0 36.3 6.1 11.3 25.8 -13.6 Shell 5.7 45.0 56.6 0.4 31.36.1 48.0 55.0 4.7 7.3 29.1 20.3 TotalEnergies 6.6 30.1 48.2 7.1 12.3 24.8 14.0 BP 2.4 27.1 32.4 2.8 4.4 25.6 6.0 27.2 31.9 5.7 26.3 BP 3.0 27.1 30.0 1.3 36.2 * dollars*dollars in billionsbillions2024 Proxy Statement 69
EXECUTIVE COMPENSATION TABLES SUMMARY COMPENSATION TABLE FOR 20212023 Change inPensionin Pension Value and Nonqualified Non-Equity Deferred Stock Option Incentive Plan Compensation All Other Name and Salary Bonus Awards Awards Compensation Earnings Compensation Total Principal Position Year ($)1 ($)2 ($)3 ($) ($) ($)4 ($)5 ($) D.W. Woods 2023 1,875,000 4,787,000 23,199,750 0 0 5,922,953 1,135,195 36,919,898 Chairman and CEO 2022 1,703,000 6,382,000 24,939,000 0 0 2,506,363 378,868 35,909,231 2021 1,615,000 3,142,000 13,505,225 0 0 5,137,153 173,110 23,572,488 Chairman and CEO 2020 1,615,000 0 8,434,725K.A. Mikells 2023 1,221,000 3,154,000 12,146,358 0 0 5,348,636 240,700 15,639,061 2019 1,500,000 2,216,000 12,371,8501,119,807 406,391 18,047,556 Senior Vice President; CFO* 2022 1,100,000 4,376,000 13,744,160 0 0 7,070,597 336,482 23,494,929 K.A. Mikells701,823 91,842 20,013,825 2021 437,500 1,932,000 11,257,116 0 0 178,518 81,568 13,886,702 N.A. Chapman 2023 1,199,000 3,282,000 12,785,640 0 0 4,107,361 541,441 21,915,442 Senior Vice President; CFO* A.P. Swiger 2021 1,207,228 1,345,000President 2022 1,100,000 4,035,000 12,369,744 0 0 0 0 108,014 2,660,242 Senior Vice President; PFO* 2020 1,541,500 0 4,081,584 0 0 4,075,744 144,144 9,842,972 2019 1,469,500 1,478,000 7,670,547 0 0 1,551,613 163,180 12,332,840 N.A. Chapman3,566,197 113,653 21,184,594 2021 955,000 1,932,000 6,683,516 0 0 5,519,239 38,611 15,128,366 J.P. Williams, Jr. 2023 1,210,000 3,282,000 12,785,640 0 0 5,279,287 380,389 22,937,316 Senior Vice President 2020 955,000 0 3,941,6912022 1,100,000 4,206,000 13,056,952 0 0 3,377,567 82,090 8,356,348 2019 895,000 1,270,000 6,584,574 0 0 4,380,669 174,657 13,304,900 J.P. Williams, Jr.3,764,611 94,331 22,221,894 2021 1,068,000 1,932,000 6,683,516 0 0 4,600,089 31,887 14,315,492 Senior Vice President 2020 1,044,667 0 3,501,440K.T. McKee 2023 1,063,000 2,799,000 10,599,708 0 0 3,334,733 68,468 7,949,308 2019 986,167 1,231,000 5,849,1365,545,285 87,304 20,094,297 President, ExxonMobil 2022 908,500 3,617,000 11,205,924 0 0 3,894,892 83,090 12,044,285 L.M. Mallon 2021 849,000 1,429,000 4,836,755 0 0 3,253,034 26,994 10,394,783 President, ExxonMobil Upstream Company*4,144,445 79,936 19,955,805 Product Solutions* * Ms. Mikells joined the Company on August 9, 2021, as Senior Vice President and Chief Financial Officer. Mr. Swiger retired on September 1, 2021. Mr. MallonMs. McKee was President, ExxonMobil Upstream Oil & Gas Company in 2021 and appointed President, ExxonMobil UpstreamProduct Solutions Company effective April 1, 2022. TOTAL DIRECT COMPENSATION The following pro forma table displays total direct compensation, which includes salary, bonus, and stock award value. In its pay deliberations, the Compensation Committee considers total direct compensation as it excludes the volatility that results from changes in pension value and all other compensation. See pages 5060 to 5363 for details. Total Direct Salary Bonus Stock Awards Compensation Name Year ($)1 ($)2 ($)3 ($) D.W. Woods 2023 1,875,000 4,787,000 23,199,750 29,861,750 2022 1,703,000 6,382,000 24,939,000 33,024,000 2021 1,615,000 3,142,000 13,505,225 18,262,225 2020 1,615,000 0 8,434,725 10,049,725 2019 1,500,000 2,216,000 12,371,850 16,087,850 K.A. Mikells 2023 1,221,000 3,154,000 12,146,358 16,521,358 2022 1,100,000 4,376,000 13,744,160 19,220,160 2021 437,500 1,932,000 6,683,516 9,053,016 A.P. Swiger 2021 1,207,228 1,345,000 0 2,552,228 2020 1,541,500 0 4,081,584 5,623,084 2019 1,469,500 1,478,000 7,670,547 10,618,047 N.A. Chapman 2023 1,199,000 3,282,000 12,785,640 17,266,640 2022 1,100,000 4,035,000 12,369,744 17,504,744 2021 955,000 1,932,000 6,683,516 9,570,516 2020 955,000 0 3,941,691 4,896,691 2019 895,000 1,270,000 6,584,574 8,749,574 J.P. Williams, Jr. 2023 1,210,000 3,282,000 12,785,640 17,277,640 2022 1,100,000 4,206,000 13,056,952 18,362,952 2021 1,068,000 1,932,000 6,683,516 9,683,516 2020 1,044,667 0 3,501,440 4,546,107 2019 986,167 1,231,000 5,849,136 8,066,303 L.M. Mallon 2021 849,000 1,429,000 4,836,755 7,114,755K.T. McKee 2023 1,063,000 2,799,000 10,599,708 14,461,708 2022 908,500 3,617,000 11,205,924 15,731,424 70 2024 Proxy Statement
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1 Salary. Effective January 1, 2022,2024, the annual salary was increased for Mr. Woods to $1,703,000;$1,969,000; Ms. Mikells to $1,276,000; Mr. Chapman to $1,100,000;$1,259,000; Mr. Williams to $1,100,000;$1,271,000; and Mr. MallonMs. McKee to $904,000.$1,116,200. For more detail on the design of the salary program and determinations made by the Compensation Committee in 2021,2023, see page 46. The 2021 salary for Mr. Swiger includes pay in lieu of unused vacation that he received due to his retirement. Refer to page 68 for more information on unused vacation.56. 2 Bonus. The 20212023 bonus was paid in cash at time of grant. For more details on the design of the bonus program and determinations made by the Compensation Committee in 2021,2023, see page 46.56. 3 Stock Awards. In accordance with disclosure regulations, the valuation of stock awards in this table represents the grant date fair value, which is equal to the number of performance shares awarded times the grant price. The grant price is the average of the high and low sale prices on the NYSE on the date of grant. Grant Date Grant Price ($) November 29, 2023 103.11 November 30, 2022 110.84 November 23, 2021 62.82 November 24, 2020 41.15 November 26, 2019 68.73 For Ms. Mikells, the amount in the Summary Compensation Table for 2021 also includes an initial one-time award of performance shares granted in connection with her hiring by the Corporation on August 9, 2021; grant price was $57.17. The Total Direct Compensation pro forma table excludes the one-time grant. Dividend equivalents paid on performance share awards are reflected in the grant date fair value and, therefore, not shown in the table. For more details on the design of the performance share program and determinations made by the Compensation Committee in 2021,2023, see pages 4454 to 4555 and notes to the tabletables on pages 6373 and 64.74. 4 Change in Pension Value and Nonqualified Deferred Compensation. The amounts shown in the Summary Compensation Table solely represent the positive change in pension value. SEC regulations do not allow for inclusion of negative pension amounts in the Summary Compensation Table. The Corporation'sCompanys nonqualified deferred compensation plan (Supplemental Savings Plan) does not permit accrual of above-market or preferential earnings. The change in pension value for 20212023 is the increase between year-end 20202022 and year-end 20212023 in the present value of each executive'sexecutives pension benefits under the plans. The following table provides a breakdown of the underlying factors impacting the change in pension value for 2021.2023. For a description of the pension plans and the present value calculation, see pages 5464 and 66.76. D.W. Woods A.P. SwigerK.A. Mikells N.A. Chapman J.P. Williams, Jr. L.M. MallonK.T. McKee Factors $ % $ % $ % $ % $ % Interest Rates -620,307 -3 -2,698,218 -7 -359,437 -2 -397,258 -2 -244,162 -1-3,107,104 -9 -147,978 -17 -2,603,649 -9 -2,585,126 -9 -1,456,003 -10 Final Average Bonus 3,414,350 13 0 0 4,284,622 21 3,406,666 18 2,384,281 185,279,976 15 529,849 60 5,837,918 20 5,595,999 20 4,820,873 32 Final Average Salary 567,310590,965 2 443,596 1 443,33026,133 3 710,120 2 449,571461,245 2 306,883 2888,933 6 Age and Service 1,775,8003,159,116 9 711,803 81 162,972 1 1,807,169 7 -290,836 -1 1,150,724 6 1,141,110 6 806,032 61,291,482 9 Change in Value 5,137,153 19 -2,545,458 -7 5,519,239 27 4,600,089 24 3,253,034 255,922,953 17 1,119,807 127 4,107,361 14 5,279,287 20 5,545,285 37 2024 Proxy Statement 71
5 All Other Compensation. The following table breaks down the amounts included in the All Other Compensation column of the Summary Compensation Table for 2021.2023. Personal Use Life Savings Personal of Company Financial Name Insurance ($) Plan ($) Security ($) Aircraft ($) Planning ($) Relocation ($) Total ($) D.W. Woods 0 28,262 74,733 57,768 12,347 0 173,110131,250 377,236 128,550 12,401 485,758 1,135,195 K.A. Mikells 0 6,417 3,30785,470 6,956 0 0 71,844 81,568 A.P. Swiger 91,077 0 655 0 16,282 0 108,014313,965 406,391 N.A. Chapman 19,711 16,712 2,18837,723 83,930 2,138 0 0 0 38,611417,650 541,441 J.P. Williams, Jr. 0 18,690 85084,700 9,637 0 12,34712,401 273,651 380,389 K.T. McKee 0 31,887 L.M. Mallon74,410 493 0 14,858 1,28912,401 0 10,847 0 26,99487,304 Life Insurance. Messrs. Woods and Williams, and Mallon,Mmes. Mikells and Ms. MikellsMcKee participate in the Company'sCompanys broad-based employee life insurance program that provides coverage that equals 2 times base salary as an active employee. As permitted by disclosure regulations, the premium cost for a broad-based employee life insurance program is not required to be reported and therefore is excluded from this table. The other Named Executive Officers participateMr. Chapman participates in the Company'sCompanys senior executive term life insurance program that provides coverage of 4 times base salary until age 65 and a declining multiple thereafter until age 75, at which point the multiple remains at 2.5 times salary. The Company eliminated this program for all newly eligible senior executives as of October 2007. For executives with senior executive term life insurance coverage, the premium cost in any year depends on overall financial and mortality experience under the group policy. The amountsamount shown areis based on Internal Revenue Code tables used to value the term cost of such coverage. This valuation is applied since the actual life insurance premium is a single payment for a large group of executives that does not represent the cost of insuring one specific individual. Savings Plan. The Named Executive Officers participate in the same savings plan program as other U.S.-dollar-paid employees. The amount shown is the value of Company-matching contributions under ExxonMobil'sExxonMobils tax-qualified savings plan and Company credits under the related nonqualified supplemental plan. Company-matching contribution was temporarily suspended beginning October 2020 and reinstated in October 2021. For a description of the savings plan, see page 54.64. The value of the credits to the nonqualified supplemental plan is also disclosed in the Nonqualified Deferred Compensation table on page 67.77. Personal Security. The Company provides security for all employees, as appropriate based on an assessment of risk, which includes consideration of the employee'semployees position and work location. Personal security for the CEO, other Named Executive Officers, and other employees is aligned with the intent of the Company'sCompanys security program to help employees securely and safely conduct business. The Company does not consider such security costs to be personal benefits because they arise from the nature of the employee'semployees employment by the Company. However, disclosure regulations require certain security costs to be reported as personal benefits. The amountsbenefits for the CEO and other Named Executive Officers in the Summary Compensation Table. Due to the public profile of the CEO and Named Executive Officer roles and credible threat assessment, the following security services were provided and the associated costs shown in the table include the following types of security-related costs:table: security systems at executiveprimary residences; security services and personnel (at residences and/or during personal travel);travel, car and personal security driver; and Company communications equipment.driver. Security costs related to travel for business purposes are not included. The car provided for security reasons and used primarily for commuting is valued based on the annualized cost or lease cost of the carvehicle plus maintenance and fuel. Reported costs for rental cars utilized for security reasons during personal travel are the actual incremental costs. For security personnel employed by the Company, the cost is the actual incremental cost of expenses incurred by the security personnel. Total salary, wages, and benefits are not allocated because the Company already incurs these costs for business purposes. For security contractors, the cost is the actual incremental cost of such contractors associated with the executive'sexecutives personal time. 72 2024 Proxy Statement
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For Mr. Woods, the amount shown includes: - $25,802$297,295 for residential security; - $17,439security, primarily associated with setting up new security resulting from the Irving, Texas, office closure and move to Spring, Texas; $40,911 for security costs related to personal travel; and - $31,492$39,030 for the cost of the car provided for security reasons as described above. Aircraft. ForSimilarly, based on the same security reasons,considerations, the Board requires the Chairman and CEO to use the Company aircraft for both business and personal travel. The Compensation CommitteeBoard considers these costs to be necessary security-related business expenses rather than perquisites. Per the disclosure regulations, the incremental cost of aircraft usage for personal travel is reported. Incremental cost for personal use of the aircraft is based on direct operating costs (fuel, airport fees, incremental pilot costs, etc.) and does not include capital costs of the aircraft since the Company already incurs these costs for business purposes. The combined cost of car and aircraft for personal use due to security considerations, is at the 42nd percentile of benchmark companies based on 2022 data (2023 benchmark data not disclosed at time of publication). Financial Planning. The Company provides financial planning services to senior executives, which includesincluding tax preparation. This benefit is valued based on the actual charge for the services. The Company eliminated this benefit for all newly eligible senior executives as of January 2021. The Company continues to make a broad-based financial planning program available for all U.S.-dollar-paid employees. Relocation. The Company provides relocation assistance to all eligible employees on a consistent basis. TheRelocation costs in 2023 are the result of the closure of the office in Irving, Texas, and relocation of personnel to Spring, Texas; Named Executive Officers received the same relocation assistance as all other employees. Of the amount shown for Messrs. Woods, Williams, and Chapman, and Ms. Mikells, represents $52,175 for relocation costs paid on her behalf or reimbursed to her,$191,146, $107,682, $123,323, and $19,669$123,545 are for tax reimbursement related to these relocation payments.payments, respectively. GRANTS OF PLAN-BASED AWARDS FOR 2021 All Other All Other2023 Name Grant Date Estimated Estimated Stock Option Future Payouts Future Payouts Awards: Awards: Exercise Grant Date Under Non-Equity Under Equity Number of Number of or Base Fair Value Incentive Plan Awards Estimated Future Payouts Under Equity Incentive Plan Awards All Other Stock Awards: Number of Shares of Stock or Units (#) All Other Option Awards: Number of Securities Underlying Options (#) Exercise or Base Price of Option Awards ($/Sh) Grant Date Fair Value of Stock and Stock or Underlying Option Option Threshold Target Maximum Threshold Target Maximum Units Options Awards Awards Name Grant Date ($) Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) (#) (#) ($/Sh) ($) D.W. Woods 11/23/202129/2023 0 0 0 0 0 0 215,000225,000 0 0 13,505,22523,199,750 K.A. Mikells 11/23/202129/2023 0 0 0 0 0 0 106,400117,800 0 0 6,683,516 8/09/202112,146,358 N.A. Chapman 11/29/2023 0 0 0 0 0 0 80,000124,000 0 0 4,573,600 A.P. Swiger -12,785,640 J.P. Williams, Jr. 11/29/2023 0 0 0 0 0 0 124,000 0 0 0 0 N.A. Chapman12,785,640 K.T. McKee 11/23/202129/2023 0 0 0 0 0 0 106,400102,800 0 0 6,683,516 J.P. Williams, Jr. 11/23/2021 0 0 0 0 0 0 106,400 0 0 6,683,516 L.M. Mallon 11/23/2021 0 0 0 0 0 0 77,000 0 0 4,836,75510,599,708 In 2021,2023, performance share grants were made in the form of restricted stock units. Each stock unit represents one share of ExxonMobil common stock. Performance shares granted to Named Executive Officers may be settled only in stock. During the restricted period, the executive receives a cash payment on each performance share corresponding to the cash dividends paid on an outstanding share of ExxonMobil stock. Unlike common stock, performance shares granted in stock units do not carry voting rights prior to settlement. The performance shares will be subject to restriction for 50 percent of the shares until 5 years after grant and for the balance of the shares until 10 years after grant. The restricted periods may not be accelerated except in the case of death. The grant date of November 23, 2021,29, 2023, is the same as the date on which the Compensation Committee of the Board met to approve the annual awards. For details of grant date fair value, see page 61. Ms. Mikells also received an initial one-time restricted stock unit grant in connection with her hiring on August 9, 2021.71. For more information on performance shares and details regarding ExxonMobil'sExxonMobils restrictions and forfeiture provisions, see pages 44, 45,54, 55, and 56.66. 2024 Proxy Statement 73
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 20212023 Option Awards Stock Awards Equity Equity Incentive Incentive Plan Awards: Equity Incentive Plan Awards: Market or Plan Awards: Number of Payout Value Number of Number Market Value Unearned of Unearned Number of Number of Securities of Shares of Shares Shares, Units Shares, Units Securities Securities Underlying or Units of or Units of or Other or Other Underlying Underlying Unexercised Option Stock That Stock That Rights That Rights That Unexercised Unexercised Unearned Exercise Option Have Not Have Not Have Not Have Not Options (#) Options (#) Options Price Expiration Vested Vested Vested Vested Name Exercisable Unexercisable (#) ($) Date (#) ($) (#) ($) D.W. Woods 0 0 0 0 - 1,054,550 64,527,9151,363,550 136,327,729 0 0 K.A. Mikells 0 0 0 0 - 186,400 11,405,816 0 0 A.P. Swiger 0 0 0 0 - 826,050 50,546,000428,200 42,811,436 0 0 N.A. Chapman 0 0 0 0 - 576,250 35,260,738748,600 74,845,028 0 0 J.P. Williams, Jr. 0 0 0 0 - 545,800 33,397,502723,350 72,320,533 0 0 L.M. MallonK.T. McKee 0 0 0 0 - 311,150 19,039,269373,000 37,292,540 0 0 Performance shares shown in the table above include both restricted stock and restricted stock units. The market value is based on the 20212023 year-end closing stock price of $61.19.$99.98. This value has not been risk adjusted. Restricted stock awards have substantially the same terms as restricted stock units, except that restricted stock carries voting rights the same as common stock. Performance shares granted prior to 2020 included additional restriction on the 10-year portion such that vesting is delayed until retirement if later than 10 years. For Mr. Mallon,Ms. McKee, the table above includes 35,25028,100 performance shares that were granted before heshe became a senioran executive officer, and are subject to a different vesting schedule than hisher current and more recent awards, but otherwise have the same terms as awards granted to other senior executives.executive officers. These remaining outstanding performance shares vest in seven years from grant date. For more information regarding the performance share program, see pages 4454 and 45,55, and notes to the table on page 63.73. The following table shows the dates on which the respective restricted periods for the performance shares shown in the table above expire, assuming the awards are not forfeited and the executive is living when the restrictions lapse. Date Restrictions Lapse and Number of Performance Shares 10 Years or Retirement,2029 and Later, Including Beyond Name 2022 2023 2024 2025 2026 Whichever Occurs Later2027 2028 Retirement D.W. Woods 66,000 75,000 90,000 102,500 107,500 613,550112,500 112,500 838,550 K.A. Mikells 0 0 0 0 93,200 93,200 A.P. Swiger 49,600 55,800 55,800 49,600 0 615,25062,000 58,900 214,100 N.A. Chapman 24,750 38,500 47,900 47,900 53,200 364,00055,800 62,000 481,800 J.P. Williams, Jr. 25,750 38,500 42,550 42,550 53,200 343,250 L.M. Mallon 36,750 42,950 27,500 27,500 38,500 137,95058,900 62,000 464,150 K.T. McKee 30,050 37,950 30,600 50,550 51,400 172,450 74 2024 Proxy Statement
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OPTION EXERCISES AND STOCK VESTED FOR 20212023 Option Awards Stock Awards Number of Shares Value Realized Number of Shares Value Realized Name Acquired on Exercise (#) on Exercise ($) Acquired on Vesting (#) on Vesting ($) D.W. Woods 0 0 68,500 4,138,25675,000 7,830,000 K.A. Mikells 0 0 0 0 A.P. Swiger 0 0 53,200 3,213,945 N.A. Chapman 0 0 23,400 1,413,65338,500 4,019,400 J.P. Williams, Jr. 0 0 32,200 1,945,283 L.M. Mallon38,500 4,019,400 K.T. McKee 0 0 15,700 993,96712,400 1,278,998 In 2021,2023, restrictions lapsed on 50 percent of performance share awards that were granted in 20162018 for Messrs. Woods, Swiger, Chapman, and Williams. For Mr. Mallon,Ms. McKee, restrictions lapsed on 50 percent of performance share awards that were granted in 2014.2016. The number of shares acquired on vesting is the gross number of shares to which the award relates. The value realized is the gross number of shares times the market price, which is the average of the high and low sale prices on the NYSE on the date that the restrictions lapse. The net number of shares acquired (gross number of shares less shares withheld for taxes) are: D.W. Woods: 41,545 | A.P. Swiger: 32,26545,487 | N.A. Chapman: 14,19223,350 | J.P. Williams, Jr.: 19,52923,350 | L.M. Mallon: 10,333K.T. McKee: 7,852 For more information regarding the performance share program, see pages 4454 and 45,55, and notes to the table on page 63.73. PENSION BENEFITS FOR 20212023 Number of Years Present Value of Payments During Credited Service(a)Service (a) Accumulated Benefit Last Fiscal Year Name Plan Name (#) ($) ($) D.W. Woods ExxonMobil Pension Plan 29.34 2,048,96631.34 1,794,201 0 ExxonMobil Supplemental Pension Plan 29.34 10,091,04631.34 8,992,393 0 ExxonMobil Additional Payments Plan 29.34 20,369,42631.34 30,152,160 0 K.A. Mikells ExxonMobil Pension Plan 0.40 27,7192.40 135,058 (b) 0 ExxonMobil Supplemental Pension Plan 0.40 84,0082.40 391,626 (b) 0 ExxonMobil Additional Payments Plan 0.40 66,7912.40 1,473,464 (b) 0 A.P. Swiger ExxonMobil Pension Plan 43.00 0 2,759,604 ExxonMobil Supplemental Pension Plan 43.00 12,778,378 495,123 (c) ExxonMobil Additional Payments Plan 43.00 17,112,204 663,045 (c) N.A. Chapman ExxonMobil Pension Plan 37.34 2,807,74439.34 2,307,265 0 ExxonMobil Supplemental Pension Plan 37.34 7,034,51839.34 6,290,139 0 ExxonMobil Additional Payments Plan 37.34 16,060,88839.34 24,979,304 0 J.P. Williams, Jr. ExxonMobil Pension Plan 34.70 2,523,19236.70 2,216,368 0 ExxonMobil Supplemental Pension Plan 34.70 7,171,29336.70 6,344,561 0 ExxonMobil Additional Payments Plan 34.70 14,186,81336.70 24,363,998 0 L.M. MallonK.T. McKee ExxonMobil Pension Plan 32.00 2,382,85633.21 1,729,783 0 ExxonMobil Supplemental Pension Plan 32.00 4,991,02533.21 3,484,702 0 ExxonMobil Additional Payments Plan 32.00 9,076,33233.21 15,388,965 0 (a) Named Executive Officers have not received any additional service credit. Actual service is reflected in the table. (b) Ms. Mikells automatically began participating in the pension plan upon employment and will be vested when she has five years of vesting service. In the event of termination prior to five years of vesting service, vesting, there is no benefit payable under the ExxonMobil Pension Plan, Supplemental Pension Plan or Additional Payments Plan. (c) Represents a partial distribution of Mr. Swiger's plan benefits equal to the FICA and applicable income taxes due upon his retirement.2024 Proxy Statement 75
PENSION PLAN Defined benefit plans provide an annual benefit of 1.6 percent of final average pay per year of service, with the qualified plan having an offset for Social Security benefits. For a description of the plans, see page 54.64. Below are the calculations and forms of payments for each plan: Pension Plan Supplemental Pension Plan Additional Payments Plan Type Qualified Nonqualified Nonqualified Calculation 1.6% x final average salary1 1.6% x final average salary1 1.6% x average annual bonus2 x years credited service, x years credited service x years credited service less a Social Security offset Form of Payment Benefit available as a lump sum Paid in the form of an equivalent Paid in the form of an equivalent or in various annuity forms lump sum six months after retirement lump sum six months after retirement 1 Average of the highest 36 consecutive months in the 10 years of service prior to retirement. For the Pension Plan, final average salary included and benefits paid are subject to the limits on compensation ($290,000330,000 for 2021,2023, adjusted each year for inflation) and benefits prescribed by the U.S. Internal Revenue Code. For the Supplemental Pension Plan, final average salary included and benefits paid are the amounts that exceed the U.S. Internal Revenue Code limits. 2 Average of the annual bonus for the three highest grants of the last five awarded prior to retirement. PRESENT VALUE PENSION CALCULATIONS The present value of accumulated benefits is determined by converting the annuity values earned as of year end to lump sum values payable at age 60 (or at the employee'semployees actual age, if older) using the applicable mortality tables and interest rates. The value shown in the Pension Benefits table is the accumulated benefit as of year-end 2021 or at retirement for Mr. Swiger who retired September 1, 2021.2023. The value shown in the Summary Compensation Table on page 6070 represents the annual increase in the value of the pension between year-end 20202022 and 20212023 or retirement date. The lump sum interest rates used to calculate the accumulated benefits in the Pension Benefits table and Summary Compensation Table: 0 For an employee who worked through the end of 20202022 were 0.524.14 percent, 2.274.94 percent, and 3.094.88 percent, and through the end of 20212023 were 0.685.52 percent, 2.535.59 percent, and 3.095.50 percent. This is applicable to Messrs. Woods, Chapman, Williams, and Mallon, and Ms. Mikells. 0 The actual lump sum conversion factors that will apply when each executive retires may be different. Mr. Swiger retired September 1, 2021, and the lump sum interest rates were 1.25 percent as of the end of 2020 and 2.00 percent as of third quarter 2021. For employees not yet age 60, these age 60-lump sum values are discounted to present values based on the time difference between the individual'sindividuals age at year-end 20212023 and age 60 (and at year-end 20202022 and age 60 for the annual increaseyear- over-year change in pension calculationvalue in the Summary Compensation Table) using the interest rates for valuing financial reporting of pension obligations as of each year end. The discount rate for determining the present value of benefits was 2.85.60 percent as of year-end 20202022 and 3.05.30 percent as of year-end 2021.2023. This is applicable to all of the Named Executive Officers except Mr. Swiger.Officers. EFFECT OF EARLY RETIREMENT OR DEATH AllGenerally, all three pension plans require completion of 15 years of service and attainment of age 55 to be eligible for early retirement. All Named Executive Officers have satisfied this requirement except Ms. Mikells. The early retirement benefit under the pension plans consists of an annuity benefit that is undiscounted for retirement ages of 60 years or over, with a discount of 5 percent for each year under age 60. In addition, the Social Security offset is waived for annuity payments scheduled to be paid prior to age 62. The benefit is eligible to be paid in the form of a lump sum. In the event of death after early retirement eligibility, the retirement benefit is payable to the participant'sparticipants beneficiary. 76 2024 Proxy Statement
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The table below shows the lump sum early retirement benefits under the plans for Messrs. Woods, Chapman,Williams, and MallonMs. McKee as of year-end 2021.2023. Lump Sum Early Name Plan Name Retirement Benefit ($) D.W. Woods ExxonMobil Pension Plan 2,058,9261,837,630 ExxonMobil Supplemental Pension Plan 10,001,4599,312,821 ExxonMobil Additional Payments Plan 20,188,58930,690,988 N.A. Chapman ExxonMobil Pension Plan 2,788,3202,307,265 ExxonMobil Supplemental Pension Plan 7,063,4786,290,139 ExxonMobil Additional Payments Plan 16,069,62124,979,304 J.P. Williams, Jr. ExxonMobil Pension Plan 2,540,6422,216,637 ExxonMobil Supplemental Pension Plan 7,163,3866,344,561 ExxonMobil Additional Payments Plan 14,171,169 L.M. Mallon24,363,998 K.T. McKee ExxonMobil Pension Plan 2,394,4741,831,009 ExxonMobil Supplemental Pension Plan 4,994,9423,705,743 ExxonMobil Additional Payments Plan 9,083,45416,028,625 In the event of termination after 5 years of vesting service and prior to retirement eligibility, the pension benefit payable from the qualified Pension Plan is actuarially reduced and payable as an annuity or lump sum; there is no benefit payable under the Supplemental Pension Plan or Additional Payments Plan.Plan unless the Plan Administrator approves as such. NONQUALIFIED DEFERRED COMPENSATION FOR 20212023 Executive Registrant Aggregate Aggregate Aggregate Contributions Contributions Earnings Withdrawals/ Balance in Last FY in Last FY in Last FY Distributions at Last FYE Name ($) ($) ($) ($) ($) D.W. Woods 0 28,262 13,416108,150 40,598 0 648,533921,426 K.A. Mikells 0 6,41762,370 4,246 0 0 6,417 A.P. Swiger 0 0 31,507 0 1,266,041129,741 N.A. Chapman 0 16,712 9,51162,948 27,644 0 456,749623,336 J.P. Williams, Jr. 0 18,690 9,89261,600 28,485 0 476,211 L.M. Mallon640,871 K.T. McKee 0 14,858 3,58351,310 13,224 0 179,876313,120 The table above shows the value of the Company credits under ExxonMobil'sExxonMobils nonqualified Supplemental Savings Plan. The nonqualified Supplemental Savings Plan provides employees with the 7-percent, Company-matching contribution to which they would otherwise be entitled under the qualified plan if not for limitations on covered compensation and total contributions under the U.S. Internal Revenue Code. The Company-matching contribution was temporarily suspended beginning October 2020 and reinstated in October 2021. The rate at which the nonqualified Supplemental Savings Plan account bears interest during the term of a participant'sparticipants employment is 120 percent of the long-term Applicable Federal Rate. For more information on the Supplemental Savings Plan, see page 54.64. The Company credits for 20212023 are also included in the Summary Compensation Table under the column labeled All Other Compensation. The aggregate balance at the last fiscal year end shown above includes amounts reported as Company contributions in the Summary Compensation Table of the current proxy statement and proxy statements from prior years as follows: D.W. Woods: $406,816$612,826 | K.A. Mikells: $6,417 | A.P. Swiger: $603,628$124,437 | N.A. Chapman: $133,884 |J.P.$254,582 | J.P. Williams, Jr.; $148,401: $265,651 | L.M. Mallon: $14,858K.T. McKee: $93,555 2024 Proxy Statement 77
OTHER COMPENSATION ELEMENTS Termination and 0 Named Executive Officers are not entitled to any additional payments or benefits relating to Change in ControlChange-in-Control termination of employment other than the retirement benefits previously described 0 Named Executive Officers do not have employment contracts, a severance program, or any benefits or payments triggered by a change in control;change-in-control; see page 5767 Administrative 0 Company provides certain administrative support that generally involves, but is not limited to, Services for Retired to, assistance with correspondence and travel arrangements related to activities the retired Employee Directors directors are involved with that continue from their employment, such as board positions with nonprofit organizations. Given the nature of support provided, a retired director's spouse may also benefit from the support provided 0 Retired employee directors are also allowed to use vacant office space at headquarters 0 Aggregate incremental cost to provide these services is approximately $52,000$15,000 per year; amount represents compensation and benefit cost for support personnel allocated based on estimated time dedicated to providing this service and other miscellaneous office support costs 0 It is not possible to estimate the future cost that may be incurred by the Company to provide these services to Mr. Woods, who is currently the only employee director Health Care Benefits 0 Named Executive Officers are eligible to participate in the Company'sCompanys health care programs (medical, dental, prescription drug, and vision care) on the same basis as all other U.S.-dollar- paidU.S.-dollar-paid employees; no special provisions apply Unused Vacation 0 U.S.-dollar-paid employees are entitled to payment of salary for any accumulated but unused vacation days at retirement or other termination of employment. Payment for unused vacation is included in final payment of earned salary, if applicable Payments in the 0 The only event that results in acceleration of the vesting for outstanding performance share Event of Death awards is death 0 Executive'sExecutives estate or beneficiaries would be entitled to receive the applicable death benefits as described on page 66,76, a distribution of the executive'sexecutives savings plan balances, and payment of Company-provided life insurance or death benefits as described on page 62 072 At year-end 2021,2023, the amount of Company provided life insurance for each Named Executive Officer is as follows: Name Life Insurance Benefit ($) D.W. Woods 3,230,0003,750,000 K.A. Mikells 2,200,000 A.P. Swiger 5,456,5002,442,000 N.A. Chapman 3,820,0004,796,000 J.P. Williams, Jr. 2,136,000 L.M. Mallon 1,698,0002,420,000 K.T. McKee 2,126,000 78 2024 Proxy Statement
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We expect Items 4 through 107 to be presented by shareholders at the annual meeting. Following SEC rules, other than minor formatting changes, we are reprinting the proposals and supporting statements as they were submitted to us. We take no responsibility for them.them, and we encourage readers to make their own investigations into their assertions – many of which are inaccurate and misleading. Upon oral or written request to the Secretary at the address listed under Contact Information on page 8, we will provide information about the sponsors’ shareholdings, to the extent disclosed to us, as well as the names, addresses, and shareholdings of any co-sponsors.
Our approach to shareholder proposals
We fully support and encourage investor engagement and advocacy. We respect that our investors may have viewpoints and perspectives that differ from those of our management and Board. Our proactive investor-engagement efforts have grown the past several years and have helped us understand investors’ diverse perspectives and the information they find most useful. Beginning on page 31 of this proxy statement, we describe some of the ways that feedback led to enhancements in our disclosures over the past few years, including in 2024.
The SEC’s shareholder proposal rules were designed to give investors access to directors, management, and fellow investors to share their views. We work to engage with and respond to our investors’ concerns regarding opportunities to improve the performance of our Company. | ||||
Our Board and management team take all proposals seriously and spend significant time considering them. These efforts can cost companies up to $150,000 per proposal, according to the SEC.1 This amount does not include opportunity costs associated with the Board’s and management’s time, which can be significantly more expensive for a company with global operations like ExxonMobil. Our Chief Executive Officer, Chief Financial Officer, and experts throughout our Company collectively spend hundreds of hours each year on research, evaluation, discussion, and review before making recommendations to the Board, which carefully reviews each proposal. As stated by SEC Commissioner Mark Uyeda, “All shareholders bear these costs, even though only a minority of shareholders submit proposals.”2 | Shareholder Proposals Submitted to ExxonMobil (2014 – 2023) ~140 proposals submitted ~50% by serial proponents* Only 3.55% of proposals passed Total estimated cost to the Company Up to $21,000,000 in direct costs** * Professional proponents or representatives submitting to a company repeatedly on a variety of topics or on the same topic to a wide variety of companies. ** Based on SEC estimates of up to $150,000 per proposal. |
We believe that the shareholder proposal process as it is currently being applied is not serving the best interest of investors. Though the SEC rules have not changed, the interpretation of the rules has, allowing activists from all sides to make the same proposals year after year. Proposals that in the past would be swiftly excluded from proxy statements by the SEC are more frequently being put up for a vote, as emboldened activists take advantage of the new interpretations being applied to the proxy exclusion rules.
We have observed a distinction in approach between our investors, who are looking to ensure long-term economic value, and other shareholders, who may have acquired or borrowed a small number of shares to pursue their own agendas. Our investors have shared that these proposals often overreach in their demands, reflect a lack of understanding of our industry and Company, and have no clear benefits for investors. For ExxonMobil, all such proposals were rejected by a strong majority of our investors last year.
We are committed to addressing proposals and their proponents more transparently, including their stated motives, as well as the impacts their proposals would have on shareholder value if adopted. It is apparent that clearly coordinated efforts by some “serial proponents” are aimed at stopping the responsible production of the energy and products that make modern life possible. This would be detrimental to investors’ interests, our Company, energy security, quality of life, and the global economy.
2024 Proxy Statement | 79 |
Reports, obstruction, and abuse of the system
The proposal process is being abused by those who treat shareholder democracy as a venue for activism and counter-activism, from self-styled “green” or “progressive” groups to the “anti-ESG” organizations that oppose them. In recent years, ExxonMobil has seen proposals that target Board recommends youmembers for their public statements, cherry pick key performance indicators to be alternately used or not used by the Company, redefine risk based on each proponent’s narrow view of the energy transition, and demand dozens of often contradictory actions – all driven more by ideology than shareholder value. When these proposals come to a vote, AGAINST Items 4 through 10the low shareholder support they receive makes it clear that they do not add value, except perhaps to the proponents or their representatives in driving their marketing and fundraising efforts while they advance their individual agendas.
Over the past two years, proposals have been submitted to ExxonMobil seeking more than 19 new reports – including 13 such proposals that are or were on topics the Company already covers in its reporting. Many of these prescribe metrics and approaches that are inconsistent with the realities of the Company and the industry; advance unproven and poorly defined notions of materiality; or seek reports based on narrow, remote, or unlikely future scenarios to advance a specific agenda, not to enhance shareholder value. | “The recent surge in ESG-related proposals adds unnecessary pressure on corporate boards, wastes corporate resources, and hinders informed decision making by retail investors, who must spend valuable time reading and evaluating these proposals.” ESG Working Group, House Committee on Financial Services3 |
Many of the proponents and representatives work with each other or other activist organizations, and hijack the shareholder proposal process to advance their own agenda, which often conflicts with growing investors’ value. As an example, members of one professional stockholder organization, ICCR (Interfaith Center on Corporate Responsibility), are responsible for approximately 40% of all proposals we received for the reasons we give after10-year period from 2014 to 2023. By ICCR’s own calculations, its members submit close to 500 shareholder proposals each one.year.4 That figure is more than half of the 961 total shareholder proposals that the SEC estimates were submitted to public companies last year.2
Additionally, Proxy Impact, representative for the proponent of Item 4 – Remove Executive Perquisites
This proposal was submitted by Bernie J. Pafford, 600 Studemont Street, Apt. 3333, Houston, Texas 77007,5 this year, works in close coordination with As You Sow, representative for the ownerproponent of 858 shares.
“Resolved – Shareholders request that payments and/or reimbursementsItem 6 this year. As You Sow claims to currenthave “filed 21 resolutions at just Exxon in the last 10 years.”5 Of those filed, 10 went to a vote, and former Named Executive Officers (NEOs)none passed. As You Sow’s President and Chief Counsel Danielle Fugere, in a panel discussion on the “Fossil Fuel Non-proliferation Treaty,” while highlighting the Glasgow Financial Alliance for personal expenses which are not allowed to US dollar paid salaried employees under the Company’s policies and procedures be discontinued.
Supporting Statement:
Although the total dollars involved are small, exceptions made for NEOs send the wrong message (‘don’t do asNet Zero described As You Sow’s true goal: “And I do do as I say’)think it’s important that we’re starting to other employees when Corporate policies are not consistently applied. For current NEOs,see the entire financial services sector recognize the need for change. Now we’ve got to actually move them in the right direction and stop the funding of fossil fuels.”6
On the Proxy Preview website, As You Sow and Proxy Impact openly state they have formed a “unique collaboration.”7 Jointly funded and prepared, the materials on that website make clear that this is a professional activist consortium with dozens of clients, affiliated networks, and collaborators, many of whom have filed, co-filed, or consulted on proposals filed against ExxonMobil. We believe these exceptionsgroups have priorities and incentives that differ greatly from that of our investors who rely on ExxonMobil’s long-term, economic success and shareholder returns.
In recent years, Proxy Impact and As You Sow have advanced their collaboration to include but are not limitedAs You Vote, a proxy voting service that solicits proxies from investors and votes according to tax preparation, financial planningthe As You Vote Guidelines. This goes beyond voting on shareholder proposals to include director nominees, and in 2022, As You Vote voted against 80% of board directors across all companies on which they provided voting services residential security systems, and personal travel (fuel, airport fees, and incremental pilot costs associated– a record of obstruction they tout in their marketing materials.8 This underlying agenda comes to the forefront with the CEO’s userecent launch of Company aircraft)As You Know, the for-profit arm of As You Sow, which sells data, described as detailed“key performance indicators,” on topics including plastics – the same topic addressed in the ’All Other Compensation’ Sectionshareholder proposal As You Sow is representing this year.9
We are increasingly seeing a number of page 62 on the Notice of 2021 Annual Meeting and Proxy Statement.
In all cases, NEOs are well compensated beyond these payments and/or reimbursements for personal expenses through base salary, bonuses, and stock awards. To be sure, their salaries and remuneration are more than sufficient to pay these expenses and it is time for them to liveproposals each year, backed by the same Corporate policiesactivist organizations, submitted by different named shareholders. We believe that applythis is a misuse of the shareholder proposal process, which is designed to others. Any other employeeallow a shareholder to submit a single proposal each year.
Due to the ongoing abuse that places personal charges on an expense statement must reimbursebusinesses across all industries experience from the Company. If they do not, they are subjectmisuse of proxy proposals, in January, we sued Arjuna Capital and Follow This, two parties who masquerade as investors with legitimate economic interest in ExxonMobil’s success and sought to disciplinary measures up to and including termination.
In 2020, the Compensation Committee saw fit to discontinue offering free tax preparation and financial advice for future NEOs. However, itresubmit a proposal overwhelmingly rejected by investors last year. Follow This is not clear why that service continues for current NEOs. There is a third-party service that is availablereal investor. Instead, it “crowd funds” shares from investors to provide financial advice to regular employees. NEOs should use that same service if they need advice versus having a special arrangement set up specifically for them.
Furthermore, NEOs may use headquarter office spacesubmit proposals and receive administrative support (e.g., preparation of correspondence and making travel arrangements) after retirement. The support (1) is not necessarily limited to activities that retired NEOs were involved in during their employment and (2) may also benefit the NEO’s spouse (see page 68 of the Notice of 2021 Annual Meeting and Proxy Statement). Other retirees, even those who are active in charities, such as the United Way, are not offered this benefit.
The Corporation faces an increasing number of challenges that call for leadership, not just management, by the NEOs. Leaders motivate by acting as examples for the organization. By accepting different behavioral standards that run counter to Corporate policy, the NEOs fall short of that call.”
The Board recommends you vote AGAINST this proposal for the following reasons:
ExxonMobil’s compensation and benefits programs are designed to support the Company’s core principles and business strategies and are market competitive for all employees. The Chief Executive Officer, Named Executivecharges
Officers, executives, and other U.S. employees participate in the same broad-based programs. In cases where program application is different, this is generally due to legacy participation in a previously offered and since-terminated program, or based on position-specific requirements.
For example, all U.S.-dollar-paid employees can access a broad-based financial planning program. The financial planning program specific to senior executives was closed to new entrants effective January 2021. Participants prior to January 2021 may continue to access the program.
The Company also provides security for its employees, as appropriate, based on a risk assessment that includes consideration of the employee’s position and work location. The Company does not consider security costs to be personal benefits since these costs arise from the nature of the employee’s occupation with the Company. The personal protection provided to the CEO and/or other employees is aligned with the intent of the Company’s security program. In addition, the Board requires the CEO to use company aircraft for both business and personal travel for security reasons.
The Board believes this proposal is unnecessary, as ExxonMobil’s approach is consistent with market practices, and security services are informed by a thorough security risk assessment.
Item 5 – Limit Shareholder Rights for Proposal Submission
This proposal was submitted by Steven Milloy, 12309 Briarbush Lane, Potomac, Maryland 20854, the beneficial owner of 1,016 shares.
“Nuisance Shareholders
Resolved:
That the Company amend its bylaws to no longer permit shareholders to submit precatory (non-binding or advisory) proposals for consideration at annual shareholder meetings, unless the board of directors takes specific action to approve submission of such proposals.
Supporting Statement:
Stock ownership has unfortunately become politicized. Many shareholders own stock in publicly-owned corporations for the sole purpose of advancing the shareholders’ own social or political agendas, while simultaneously assailing the corporations’ legitimate business operations. To put it politely, these activist shareholders are ‘nuisance shareholders.’
Climate activists are nuisance shareholders who have leveraged proposals over the years to the point where they now have a significant presence on the ExxonMobil board of directors. These anti-fossil fuel nuisance shareholders may soon control the ExxonMobil board of directors. What could go wrong?
A primary tool of nuisance shareholders is the submission of non-binding precatory (advisory) proposals for discussion and vote at annual meetings of shareholders. Proposals from nuisance shareholders can coerce management into making decisions not in the best interests of ExxonMobil and its bona fide shareholders, and turn the annual meeting into a media-activist circus.
The overarching purpose of these proposals is to harass, intimidate and otherwise force ExxonMobil management into actions that it would not normally undertake and that, in fact, may be harmful to the company and its bona fide shareholders.
As Nobel laureate Milton Friedman wrote, ‘The social responsibility of business is to increase its profits.’ Businesses accomplish this vital role by providing the goods and services that society needs and wants in compliance with the law.
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Businesses are society’s wealth generators. This wealth fuelsthese investors for the rest of society via salaries, taxes, dividends, and stock price appreciation. Businesses should not be distracted and hijacked by social and political activists seeking to change perceived shortcomings of society, which are issues better and more appropriately addressed by governments and charities.
Nuisance shareholders andservice. They proudly market their proposals distract managementas a “Trojan Horse” designed to force producers to stop investing in oil and coerce it into taking harmful actions basednatural gas production.10 They make clear on junk science, political correctnesstheir website that they “explicitly [do] not aim to achieve returns on behalf of its members through shares acquired … in oil and other non-business agendasgas companies.”11 Similarly, Arjuna Capital’s Natasha Lamb said, “Exxon is one where we’ve got a handful of clients that have legacy holdings in Exxon that are held at low cost. … Our clients want to be able to use those shares and actively engage on this critical issue of climate change.” She also states, “We need to shrink oil and gas companies.”12
The SEC has long acknowledged its guidance on the shareholder proposal process is not binding and that clear, binding applications of the rules are only obtainable through federal court, as both proponents and companies have sought in the past. The intent of our lawsuit is simple – we want clarity on what the rules actually require for a process that has become ripe for abuse. We believe the merits of our suit were validated when the two parties withdrew their nearly identical proposals from both ExxonMobil and a peer company that submitted a challenge to the SEC, rather than rationaldefend the proposal either in court or at the SEC. It was clear to us the proposal did not comply with the SEC’s adopted rules for the submission of a proposal dealing with a company’s ordinary business practice. This can only reduce profitsor for resubmission of a rejected proposal. As we continued the case, the defendants later clarified to the court that their withdrawal should be read to include a bar on any future proposals related to GHG emissions reductions, which we believe further validates our decision to seek judicial relief versus seeking “no action” relief from the SEC. In spite of the defendants’ withdrawal, we believe important issues remain for the court to decide, and thereby, prevent the litigation is still pending as we go to print.
We ask our shareholders to send a strong message and vote AGAINST each of the shareholder proposals
ExxonMobil from achieving its actual social responsibility.”is committed to responsibly growing long-term investor value. The Company has a plan to deliver sustainable, long-term value as we help solve the “and” equation: supplying the energy and products that society critically needs and significantly reducing greenhouse gas emissions.
The ExxonMobil Board of Directors have thoughtfully considered and thoroughly assessed each proposal. We encourage you to read their evaluations and recommendations in the pages that follow, and vote AGAINST each of these proposals.
1 | Final Rule: Procedural Requirements and Resubmission Thresholds under Exchange Act Rule 14a-8. https://www.sec.gov/files/rules/final/2020/34-89964.pdf |
2 | Remarks at the Society for Corporate Governance 2023 National Conference in June of last year, SEC Commissioner Mark Uyeda, June 2023. https://www.sec.gov/news/speech/uyeda-remarks-society-corporate-governance-conference-062123 |
3 | Preliminary Report on ESG Climate Related Financial Services Concerns, June 2023. https://financialservices.house.gov/uploadedfiles/hfsc_esg_working_group_memo_final.pdf |
4 | https://www.iccr.org/shareholder-resolutions/ |
5 | Shareholder Advocacy’s Role in Reimagining Capitalism https://www.youtube.com/watch?v=WM-HeIf9HPw |
6 | ESGX 49: Fossil Fuel Non-proliferation treaty + June 2021 Green Jobs Report https://www.youtube.com/live/vkWSZHpqoJw?si=tYzWjraC92k3y4vq&t=2805 |
7 | https://www.proxypreview.org/ |
8 | https://www.asyousow.org/as-you-vote |
9 | https://asyouknow.com |
10 | https://www.follow-this.org/for-investors/ |
11 | https://www.follow-this.org/wp-content/uploads/2022/11/Articles-of-Association-English.pdf |
12 | Purpose Works EP. 1 — Natasha Lamb Redefining the Intersection of Investing, Activism, and Impact https://www.youtube.com/watch?v=-c892qDlBDY |
2024 Proxy Statement | 81 |
The Board recommends you vote AGAINST this proposalItems 4 through 7 for the following reasons:reasons we give after each one.
The Board values input from shareholders and considers this input as it fulfills its commitment to thorough oversight of the Company’s plans to grow long-term shareholder value.
The Board respects the rights of shareholders to have their perspectives heard and provides several alternatives, including written correspondence and a portalItem 4 – Revisit Executive Pay Incentives for electronic communication at exxonmobil.com/directors, through which shareholders can communicate with the directors. The Board encourages shareholders to make use of those communication channels, and also recognizes that shareholder proposals can be a constructive element of corporate governance. As a result, the Board believes the current proposal is unnecessary.
Item 6 – Reduce Company Emissions and Hydrocarbon SalesGHG Emission Reductions
This proposal was submitted by Follow This, Hillegomstraat 15, Amsterdam, 1059 BW, Netherlands,the National Legal and Policy Center, 107 Park Washington Court, Falls Church, Virginia 22046, the beneficial owner of 37105 shares and lead proponent of a filing group.for at least three years.
“WHEREAS: We, the shareholders, must protect our assets against devastatingWhereas: The ‘scientific consensus’1 2 claims anthropogenically-driven climate change and we therefore support companieswill result in catastrophic impacts to substantially reduce greenhouse gas (GHG) emissions.
RESOLVED: Shareholders request the Companyenvironment, to set and publish medium- and long-term targets to reduce the greenhouse gas (GHG) of the Company’s operations and energy products (Scope 1, 2, and 3) consistent with the goal of the Paris Climate Agreement: to limit global warming to well below 2°C above pre-industrial levelsplanet, and to pursue efforts to limithumans. However, research increasingly shows worst-case scenarios are unlikely, and the temperature increase to 1.5°C.potential consequences of carbon dioxide emissions (aka ‘plant food’) have been greatly overstated.3 For example:
You have our support.
• | Corporate climate policy is often guided by the Paris Agreement, which is heavily informed by the Intergovernmental Panel on Climate Change.4 These targets are neither legally binding nor legitimized by scientific evidence. |
• | The IPCC’s most extreme scenario unrealistically assumes a return to a previous era of unrestricted fossil fuel usage and heavy reliance on coal power.5 This extreme scenario is unlikely now that most nations have climate policies in place.6 |
• | Regarding catastrophic scenarios that are highly unlikely but are treated as the expectation, ‘the media then often amplifies this message, sometimes without communicating the nuances. This results in further confusion regarding probable emissions outcomes, because many climate researchers are not familiar with the details of these scenarios in the energy-modeling literature.’7 |
• | These apocalyptic predictions have been repeatedly proven false.8 Climate models used to predict future events ‘may be overly sensitive to carbon dioxide increases and therefore project future warming that is unrealistically high.’9 |
• | Renewable energy will not replace hydrocarbons in the near future, if ever.10 ExxonMobil Corporation’s (‘ExxonMobil’ or the ‘Company’) competitors are betting big on hydrocarbons.11 |
Supporting Statement: Considering the clear evidence climate alarmism is overstated, ExxonMobil’s executive pay incentives are an inefficient deployment of company resources.
SUPPORTING STATEMENT:
• | According to the company’s 2023 proxy statement, the annual bonus and performance share award make up a combined 80 to 90 percent of total compensation for Named Executive Officers.12 |
• | The Compensation Committee of the Board of Directors uses ‘Progress Toward Strategic Objectives’ as one of the criteria for awarding the annual bonus and performance shares. |
• | One of the company’s four long-term strategic objectives is ‘Energy Transition.’ 2022 results included: |
¡ | ‘Developed detailed roadmaps in support of 2030 GHG Emissions Reduction Plans4 and 2050 Net Zero Ambitions.’ |
¡ | ‘A founding signatory to the Aiming for Zero Methane Emissions initiative.’ |
¡ | ‘Investing ~$17 billion in lower-emission initiatives from 2022-2027, positioning for attractive returns from large potential addressable markets, and competitively advantaged products.’ |
¡ | ‘Capex flexibility to grow lower carbon initiatives spend as opportunity pipeline matures, technology advances, and markets and policies evolve.’ |
Energy transition metrics are unscientific and create a breach of energy companies – the largest greenhouse gas (GHG) emitters – are crucial to confronting the climate crisis. Therefore shareholders supportfiduciary duty. ExxonMobil is an oil and gas companies to substantially reduce their emissions.
We, the shareholders, understand this supportcompany and should focus on what it does best. The company cannot afford to be essential in protecting all our assets inleft behind because of misguided executive pay incentives.
Resolved: Shareholders of ExxonMobil request the global economy from devastating climate change.
We therefore supportCompensation Committee of the CompanyBoard of Directors to set emissionrevisit its incentive guidelines for executive pay, to emphasize legitimate fiduciary goals and consider eliminating greenhouse gas reduction targets for all emissions: the emissions of the company’s operations and the emissions of its energy products (Scope 1, 2, and 3). Reducing Scope 3 emissions, the vast majority, is essential to limiting global heating.other scientifically dubious goals from compensation inducements.
Scientific consensus
The world’s leading international scientific bodies recently released reports which clearly state the need for deep cuts in emissions in order to limit global warming to safe levels.
Financial momentum
A growing international consensus has emerged among financial institutions that climate-related risks are a source of financial risk, and therefore limiting global warming is essential to risk management and responsible stewardship of the economy.
1 | ||||||
https://www.mdpi.com/2225-1154/11/11/215 |
Backing from investors that insist on targets for all emissions continues to gain momentum: 2021 saw unprecedented investor support for climate resolutions. In the US, three of these climate resolutions passed with a historic majority. In Europe, support for these climate resolutions continued to build.
Legal risk
In 2021, a Dutch court ordered Shell to severely reduce their worldwide emissions (Scope 1, 2, and 3) by 2030. This indicates that oil majors and large investors have an individual legal responsibility to combat dangerous climate change by reducing emissions and confirms the risk of liability.
We believe that the Company could lead and thrive in the energy transition. We therefore encourage you to set targets that are inspirational for society, employees, shareholders, and the energy sector, allowing the company to meet an increasing demand for energy while reducing GHG emissions to levels consistent with curbing climate change.
You have our support.”
The Board recommends you vote AGAINST this proposal for the following reasons:
The Board takes an active role in overseeing ExxonMobil’s approach to climate change and agrees with the proponent that the Company can be a leader in the energy transition. As described in the recently published Advancing Climate Solutions report, the Company is undertaking a number of initiatives to reduce greenhouse gas emissions. These include ExxonMobil’s ambition to achieve Scope 1 and Scope 2 net-zero greenhouse gas emissions from operated assets by 2050, and ongoing efforts to help customers reduce their emissions.
To achieve the Company’s net-zero ambition, ExxonMobil is taking a comprehensive approach that develops detailed emission-reduction roadmaps for major operated assets. The roadmaps account for facility configuration and maintenance schedules, and will be updated as technologies and government policies evolve. Net-zero roadmaps for major assets, covering about 90% of the Company’s greenhouse gas emissions, are scheduled to be completed by year-end 2022, and the remainder in 2023.
The Company has also set aggressive medium-term plans to reduce Scope 1 and Scope 2 greenhouse gas emissions through 2030 compared to 2016 levels that are consistent with Paris-aligned pathways and support the Company’s net-zero ambition. The plans are expected to result in a 20-30% reduction in corporate-wide greenhouse gas intensity, including reductions of 40-50% in upstream intensity, 70-80% in methane intensity, and 60-70% in flaring intensity. These plans include actions that are expected to reduce absolute company-wide greenhouse gas emissions by approximately 20%, including an estimated 70% reduction in methane emissions, 60% reduction in flaring emissions, and 30% reduction in upstream emissions. For non-operated assets, the Company works with its equity partners to advance greenhouse gas reductions to achieve comparable results.
ExxonMobil plans to invest more than $15 billion by 2027 to advance emission-reduction initiatives using its technology expertise, particularly in carbon capture and storage, hydrogen, and biofuels. Additional policy support would accelerate and broaden deployment of critical technology and provide ExxonMobil additional investment opportunities to reduce greenhouse gas emissions. As outlined in the Advancing Climate Solutions report, ExxonMobil is working on the key technologies that many reputable third-parties, including the International Energy Agency and the Intergovernmental Panel on Climate Change, indicate are required to achieve net-zero ambitions but are not currently deployed at scale to significantly reduce overall emissions or achieve this goal.
The proposal by the proponent does not acknowledge the significant work and commitment by ExxonMobil to reduce its own emissions as well as the emissions of its customers. The proponent has confirmed in an interview available on its website that their proposal is designed with the explicit intent to constrain ExxonMobil’s future investments in oil and gas.1
But advocating for ExxonMobil to decrease production and supply at present, without any commensurate reductions in corresponding demand, would result in customers simply choosing other suppliers, which could have unintended
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consequences. A proposal to constrain leading companies from producing products that currently have insufficient practical alternatives, simply transfers that production and associated emissions to other producers. If the other producers are less efficient and have higher emissions intensity, society’s overall emissions would likely increase.
The efficiency and relative emissions performance of ExxonMobil refineries provides an example. For more than two decades, ExxonMobil refineries have focused on improving energy efficiency and lowering emissions. As a result, their emissions intensity (Scope 1 and Scope 2) is already more than 15% lower than the global industry average.2 This is the equivalent of about 5 million metric tons per year CO2e, based on ExxonMobil refining throughput in 2020.
In addition, many of the products produced by ExxonMobil may enable reductions of overall emissions, while concurrently contributing to a greater Scope 3 emissions count for the Company under the present duplicative and flawed accounting methods for Scope 3 reporting. For example, natural gas or LNG produced by ExxonMobil reduces global emissions when it displaces coal for power generation. In the same way, plastics produced by ExxonMobil reduce the weight and increase the efficiency of vehicles, both electric and traditional, reducing their emissions. Renewable diesel produced by ExxonMobil increases the Company’s Scope 3 emissions, but reduces overall emissions when it replaces conventional diesel.
In lieu of a universal standard of transparent, objective, high-integrity accounting measures for calculating and reporting global emissions, multiple methodologies are presently employed using questionable, often double counted (or more), estimates with widely acknowledged deficiencies and inconsistencies when calculating and reporting Scope 3 emissions. The present methodology does not provide the value, and meet the ultimate necessity, of an objective and accurate determination of benefits and emissions across the full product life cycle. Trusted comparable emissions reporting requires the development and adoption of a credible and consistent global accounting system to measure the global emissions impact across the entire value chain. ExxonMobil pursues life cycle analysis methodology to provide greater consistency and mathematical clarity when comparing products and industrial processes. The Company discusses the advantages of life cycle analyses in its Advancing Climate Solutions report and welcomes continued work and dialogue on evolving objectivity and accuracy of measuring, monitoring, and management of global emissions.
2 | https://nypost.com/2023/08/09/climate-scientist-admits-the-overwhelming-consensus-is-manufactured/ |
3 | https://judithcurry.com/2023/03/28/uns-climate-panic-is-more-politics-than-science/ |
4 | https://www.ipcc.ch/sr15/faq/faq-chapter-1/ |
5 | https://www.sciencedirect.com/science/article/pii/S0140988317301226 |
6 | https://www.carbonbrief.org/explainer-the-high-emissions-rcp8-5-global-warming-scenario/ |
7 | https://www.nature.com/articles/d41586-020-00177-3 |
8 | https://www.aei.org/carpe-diem/18-spectacularly-wrong-predictions-were-made-around-the-time-of-the-first-earth-day-in-1970-expect-more-this-year/ |
9 | https://www.sciencedaily.com/releases/2020/04/200430113003.htm |
10 | https://www.theguardian.com/environment/2023/nov/27/us-oil-gas-record-fossil-fuels-cop28-united-nations |
11 | https://www.wsj.com/articles/chevron-bets-on-peak-green-energy-99e72109 |
12 | https://d1io3yog0oux5.cloudfront.net/_7127b400fb78e05736f323f5511bd2ae/exxonmobil/db /2301/22049/proxy_statement/2023-Proxy-Statement.pdf” |
The Board supportscarefully considered this proposal and recommends you vote AGAINST it.
Why you should vote AGAINST this proposal • In contrast to what is suggested by this proposal, our Compensation Committee and the entire Board take their fiduciary duty to grow long-term investor value seriously. ExxonMobil’s executive compensation program is tied to a wide range of strategic objectives designed to drive sustainable growth in shareholder value while positioning the Company for long-term success in an uncertain future – including one with significantly lower emissions. • As part of our Company’s strategy, we are focusing on what we do best: leveraging our core capabilities to meet the world’s growing need for energy and energy-related products and efficiently reducing emissions from our own operations while profitably doing the same for third-party partners. Our strategy has been developed to deliver successful outcomes across a wide range of potential future scenarios – from one that maintains today’s status quo to a rapid transition that quickly decarbonizes society. • Pay outcomes are tied to performance across all aspects of the strategy, including safety, operational, environmental, and financial performance, as well as optimizing our existing business portfolio and building new businesses to deliver leading results decades into the future, through the energy transition – if and when it occurs – and in whatever form or time it takes. |
This is one of three proposals at this annual shareholder meeting brought by “serial proponents,” which are professional proponents or representatives focused on advancing their own agenda and ideology versus long-term investor value. Serial proponents submitted approximately 70 proposals to ExxonMobil from 2014 to 2023. That is approximately half of all proposal submissions during this span.
Our executive compensation program is designed to drive sustainable growth in shareholder value and long-term accountability, reward outstanding performance, and attract and retain talent
The strength of our program is its alignment with the Company’s approach towards net-zero: 1) measuring, monitoring,business strategy to drive long-term shareholder returns and managing reductionsensure leading results through the energy transition. Long investment lead times and a complex risk management landscape require a long-term view in our business, and our compensation program is designed to align decision making and reward performance consistent with this business model. Performance is evaluated in the context of the Company’s emissions; 2) providing lower emissions-intensive products aslong-term strategy, and over 70% of total direct compensation is delivered in performance shares, with the longest restriction periods in any industry. Recognizing the complexity of the market in which we operate, including the risks and opportunities associated with current and future aspects of an energy transition, progresses that helpexecutive performance is evaluated across the Company’s long-term strategic objectives, centered around four key interdependent performance dimensions:
• | Operations performance: Deliver industry-leading performance in safety, emissions-intensity reductions, environmental performance, and reliability. |
• | Financial performance: Deliver industry-leading earnings and cash flow growth. |
• | Energy transition: Lead industry in hard-to-decarbonize greenhouse gas (GHG) emissions reductions. |
• | Business portfolio: Optimize existing business portfolio, resilient to a transitioning energy system. |
2024 Proxy Statement | 83 |
Our strategic objectives are translated into annual plan goals, and performance is assessed against these goals, as demonstrated on page 58 of this proxy statement. Further, performance metrics, shared on page 59, tie to the Company’s strategic objectives, which was explained to the proponent during engagement.
As strategic priorities evolve, the program is adaptable. Our compensation program ensures careful consideration of current and future risks (such as those related to energy transition), driving long-term accountability as our customers increasingly reduce their own emissions,executives make decisions to generate sustainable shareholder value across a wide range of scenarios. Given the strength of the Company’s executive compensation program design and 3) importantly, advancing commercialization of emissions-reduction, and emissions-sequestration technologies. Taken together, this is a more effective responsecomprehensive approach to credibly addressing the risks of climate change than excess reliance on unreliable methodologies and inadequate assumptions intended to characterize a single company’s “Scope 3” emissions.
Therefore,establishing appropriate performance objectives, the Board recommends a vote against this proposal.
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Item 75 – Additional Pay Report on Low Carbon Business PlanningGender and Racial Basis
This proposal was submitted by Kimberly Indresano and Brian Robert Romer JT Ten, clients of Arjuna Capital,Broz Family Investments, LLC, 1 ElmCalifornia Street, Manchester, Massachusetts, 01944,Suite 1700, San Francisco, California 94111, the beneficial owner of 286 shares.shares with a market value of at least $2,000 for at least three years.
“Exxon Mobil: Racial and Gender Pay Gap Reporting, 2024
Whereas: Exxon, in 2019, signed a ‘Statement on the Purpose of a Corporation,’ committing the CompanyPay inequities persist across race and gender and pose substantial risks to all stakeholders, including ‘protect[ing] the environment by embracing sustainability practices across our businesses.’
Inconsistent with this ‘embrace’ of sustainability, Exxon lacks a business strategy consistent with limiting global temperature rise to 1.5 degrees Celsius, with no commitment to Net Zero by 2050 or a roadmap to get there. Importantly, current 2025 emission targets ignore the Scope 3 emissions of their products, which account for 83companies and society. Black workers’ median annual earnings represent 77 percent of total emissions.white wages. The median income for women working full time is 84 percent that of men. Intersecting race, Black women earn 76 percent and Latina women 63 percent.1 At the current rate, women will not reach pay equity until 2059, Black women in 2130, and Latina women in 2224.2
Citigroup estimates closing minority and gender wage gaps 20 years ago could have generated 12 trillion dollars in additional national income. PwC estimates closing the gender pay gap could boost Organization for Economic Cooperation and Development (OECD) countries’ economies by 2 trillion dollars annually.3
Actively managing pay equity is associated with improved representation. Diversity in leadership is linked to superior stock performance and return on equity.4 Minorities represent 64 percent of Exxon’s global workforce and 28 percent of executives. Women represent 34 percent of the global workforce and 27 percent of executives.5
Best practice pay equity reporting consists of two parts:
1. | ||||||
unadjusted median pay gaps, assessing equal opportunity to high paying roles, |
2. | statistically adjusted gaps, assessing whether minorities and non-minorities, men and women, are paid the same for similar roles. |
A global transition towards a low carbon economy places unprecedented risk on oil companies and the economy. The Intergovernmental Panel on Climate Change warns oil industry emissions need to drop 50 to 90 percent by 2050 to avoid catastrophic consequences. The United States’ Commodity Futures Trading Commission stresses ‘climate change poses a major risk to the stability of the U.S. financial system and to its ability to sustain the American economy’. The United Nations Environment Programme Finance Initiative reports in ‘Universal Ownership’ thatExxon Mobil does not report quantitative unadjusted or adjusted pay gaps. About 50 percent of companies’ earningsthe 100 largest U.S. employers currently report adjusted gaps, and an increasing number of companies disclose unadjusted gaps to address the structural bias women and minorities face regarding job opportunity and pay.6
Racial and gender unadjusted median pay gaps are at risk from climate costs, creating systemic riskaccepted as the valid way of measuring pay inequity by the United States Census Bureau, Department of Labor, OECD, and International Labor Organization. The United Kingdom and Ireland mandate disclosure of median gender pay gaps.7 Exxon Mobil already provides this information for United Kingdom employees, and investors should be able to expect the same level of disclosure for all employers.
Resolved: Shareholders request Exxon Mobil report on both quantitative median and diversified investors alike.
A failureadjusted pay gaps across race and gender, including associated policy, reputational, competitive, and operational risks, and risks related to plan for this transition may place investor capitalrecruiting and retaining diverse talent. The report should be prepared at substantial risk. The CEOs of Shell, Equinor, and BP predict peak oil demand may occur by 2025. Carbon Tracker reports Exxon could lose 80 percent of its petroleum investments if the world takes action to limit global temperature rise.
Peers have begun investing in clean energy, including wind, solar, and renewables storage, while Exxon has invested in less effective carbon mitigation solutions like carbon capture and sequestration. The World Benchmarking Alliance reports companies need to dedicate 77 percent of capital expenditure to low carbon projects to meet a 1.5 degree scenario. Yet, Exxon plans to invest a fraction of that amount–only 3.3 percent–in ‘lower emission energy solutions’ through 2025.
Exxon’s current strategy has not benefited its stock price for a decade, with the stock price falling approximately negative 20 percent, compared to a near tripling of the S&P 500. Exxon’s returns remain at risk in the absence of a comprehensive climate strategy.
Resolved: With board oversight, shareholders request ExxonMobil issue a report (at reasonable cost, omitting proprietary information) describing howinformation, litigation strategy and legal compliance information.
Racial/gender pay gaps are defined as the company could alter its business model to yield profits within the limitsdifference between non-minority and minority/male and female median earnings expressed as a percentage of a 1.5 degree Celsius global temperature rise by substantially reducing its dependence on fossil fuels.
Supporting Statement: The proponent suggests such a report could include a roadmap (with timelines, short and long term goals, capital expenditure planning) to alter its energy mix to reduce fossil fuel dependence, including options such as buying, or merging with, companies with renewable energy assets or technologies, and/or internally expanding its renewable energy portfolio, and/or exercising stricter capital discipline by focusing on high return, low cost, and low carbon capital expenditures to boost return on capital, reduce societal greenhouse gas emissions, and protect shareholder value.”
The Board recommends you vote AGAINST this proposal for the following reasons:
The information requested by the proposal is included in reports already prepared and published by the Company. This includes the Advancing Climate Solutions report, Energy Outlook, Sustainability Report, and other publications and filings that are available on the Company’s website.
The move to a lower-emission future requires multiple solutions that can be implemented at scale to address some of the highest-emitting sectors of the economy. For example, the power, industrial, and transportation sectors account for roughly 80% of global emissions. This is where ExxonMobil is focused, leveraging its experience and long history of meeting vast complex challenges.
The Company leverages its core capabilities to meet society’s needs for products essential for modern life, while addressing the challenge of climate change. ExxonMobil’s strategy uses its advantages in scale, integration, technology, and talent to build globally competitive businesses that lead industry innon-minority/male earnings and cash flow growth across a broad range of scenarios. ExxonMobil plans to play a leading role in the energy transition, while retaining investment flexibility across a portfolio of evolving opportunities to maximize shareholder returns.
The Company has publicly announced its ambition to achieve net-zero emissions from its operated assets by 2050 and is taking a comprehensive approach centered on developing detailed emission-reduction roadmaps for major operated assets to support this goal. This ambition applies to Scope 1 and Scope 2 greenhouse gas emissions. It builds on the Company’s recently announced 2030 emission reduction plans, which are consistent with Paris-aligned(Wikipedia/OECD, respectively).
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Supporting Statement: An annual report adequate for investors to assess performance could, with board discretion, integrate base, bonus and equity compensation to calculate:
• | percentage median and adjusted gender pay gap, globally and/or by country, where appropriate |
• | percentage median and adjusted racial/minority/ethnicity pay gap, US and/or by country, where appropriate |
1 | https://www.census.gov/data/tables/time-series/demo/income-poverty/cps-pinc/pinc-05.html_-_par_textimage_24 |
2 | https://www.proxyimpact.com/_files/ugd/b07274_d88f00b8786f4bd8bcf27a0c4bb66e35.pdf |
3 | Ibid. |
4 | Ibid. |
5 | https://corporate.exxonmobil.com/-/media/global/files/sustainability/social/investing-in-people-old.pdf |
6 | https://diversiq.com/which-sp-500-companies-disclose-gender-pay-equity-data/ |
7 | https://www.proxyimpact.com/_files/ugd/b07274_d88f00b8786f4bd8bcf27a0c4bb66e35.pdf” |
The Board carefully considered this proposal and recommends you vote AGAINST it.
Why you should vote AGAINST this proposal • This proposal assumes that ExxonMobil has a problem where it does not. We engaged with the proponent to share our Company’s talent philosophy and the design of our programs and processes, including hiring and compensation, avoid the very issues raised by this proposal. Specifically: ¡ Compensation offered at time of hiring is highly formulaic, predicated on each candidate’s years of experience and education, fully addressing concerns about any form of bias showing up in initial pay. ¡ Future compensation increases also rely on a formulaic program based on performance that results in unbiased outcomes. ¡ Performance is assessed on an annual basis, including input from employees, with clear and actionable feedback provided. Checks and balances throughout the process guard against inadvertent bias. • The metrics proposed do not comprehend the variability in cultures, laws, and economies of the nearly 60 countries where we operate. As a result, this proposal does not meaningfully add to our existing disclosures. • We publish an annual Investing in People1 report which goes well beyond disclosing our EEO-1 data. In this report we share the philosophy and approach to our employee development and compensation programs that achieve unbiased outcomes. ¡ As disclosed in our report, a recent third-party assessment validated that our development and compensation system is working as intended – compensation is at parity. ¡ Analysis across the U.S. population showed a pay gap of less than 0.4% between women and men, and minority and non-minority employees. Employees in the U.S. doing the same work, with the same level of experience and same performance are compensated the same, irrespective of gender or race. • The data shared in our Investing in People report makes this proposal unnecessary. |
As mentioned on page 80, the proponent’s representative, Proxy Impact, has formed a professional activist consortium with other organizations, including As You Sow, with an agenda that we believe is detrimental to growing long-term investor value. Further, Proxy Impact’s public list of “Clients, Collaboration, and Networks”2 includes at least four filers or representatives of other proposals submitted to ExxonMobil this year, and at least two co-filers; this list also includes the ICCR. ICCR members are responsible for approximately 40% of all proposals received by ExxonMobil for the 10-year period from 2014 to 2023.
ExxonMobil operates in almost 60 countries, and its workforce represents more than 160 nationalities. It is not just good policy but absolutely vital to our business that we work constantly to keep bias out of our decision making.
2024 Proxy Statement | 85 |
pathways,This is why we have well-established talent programs and processes that guard against the issues raised by the proponent. In our view, this effort goes well beyond the norm for companies of our size and is intended to preclude or meaningfully mitigate the kind of bias described by the proponent. This approach addresses the proponent’s concern. That is why this proposal should be rejected.
Beyond the fact that ExxonMobil complies with all regulatory reporting, and provides disclosures on its workforce, talent development, and diversity, including its approach to compensation, our entire compensation philosophy is anchored in a pay-for-performance approach. This provides employees, regardless of gender or race, the ability to advance based on their individual performance. The program compensates each individual at a level commensurate with their performance, experience, position, and pay grade. Our review of pay outcomes includes plans to reach net-zero emissionscomparative analysis of compensation of women and men, and minority and non-minorities in the Company’s Permian Basin operationsU.S. We have disclosed a recent third-party assessment in our Investing in People1 publication that concludes the design of our compensation program drives unbiased outcomes. All factors being equal, the system provides for the same levels of compensation, ensuring internal alignment, independent of race or gender.
Our Standards of Business Conduct3 underpins our culture, supporting our commitment to equal employment opportunity; it prohibits discrimination in the workplace and ensures unbiased outcomes in our policies and programs.
The strength of our culture has been the foundation of our success for decades. Our We are ExxonMobil culture framework clearly articulates our core values and expectations of leaders.
Among our core values is Integrity – a straightforward commitment to “do what is right.” Just as importantly, we have a core value of Care – inspiring our leaders and employees to “be respectful and inclusive.” Our talent policies, programs, and practices are administered in a nondiscriminatory manner in all aspects of the employment relationship consistent with applicable law, including recruitment, hiring, work assignment, promotion, transfer, termination, wage, salary, bonus and long-term incentive administration, and selection for training. These efforts are managed by 2030.processes and protocols that are designed to limit the potential impact of any bias or favor.
Our Standards of Business Conduct3 sets ethical conduct expectations for all employees and outlines our policies as an equal opportunity employer, and it includes open-door communications processes for employees to report concerns – up to the Board level and anonymously if preferred. At all times, personnel decisions are made based on the most qualified candidate for the role without regard to race, color, sex, religion, national origin, citizenship status, age, genetic information, physical or mental disability, veteran, sexual orientation, gender identity, or other legally protected status.
Our integrated talent management approach provides the opportunity for unrivaled personal and professional development
We recruit from a diverse range of colleges, working with local schools, community colleges, universities, and national organizations to grow and recruit the best available talent. We seek to identify talent early and develop employees throughout their careers.
Our hiring goal is to recruit, based on qualification and skills, from talent pools that reflect the communities in which we operate. This goal and the progress against it are reviewed by senior management and the Board on a regular basis. Compensation offered at time of hiring is predicated on each candidate’s years of experience and education, fully addressing concerns about any form of bias showing up in initial pay.
Future compensation increases are also largely based on a formulaic program that has the benefit of driving unbiased outcomes. As you would expect, employee performance plays an important role, providing employees, regardless of gender or race, the ability to advance based on their individual efforts.
The performance assessment process includes input from employees on progress relative to their work goals and ensures clear and actionable feedback is provided. Further, one in three employees rotate positions each year on average, which has the effect of reassuring the Company has increased planned investmentsthat employees are reviewed, generally, by different leaders on a fairly frequent basis. In addition, checks and balances are in place throughout the process to $15 billionguard against inadvertent bias.
We assess how our talent programs and initiatives affect our diversity mix throughout our talent pipeline, from 2022 through 2027entry level to help accelerate emission reductionsthe most senior positions, considering availability in the Company’s operationstalent market, and grow lower-emission business opportunitieswe report on the diversity of our
86 | 2024 Proxy Statement |
workforce in carbon captureour annual Investing in People publication. In this report, which is reviewed by management, we provide the overall mix of our global workforce, including how women and storage, hydrogen, and biofuels that help customers reduce their emissions.U.S. minorities are advancing through the organization.
The Company’s Advancing Climate Solutions report includesunadjusted metrics proposed do not comprehend the variability in cultures, laws, and economies across the approximately 60 countries where we operate. As a detailedresult, they do not meaningfully add to our efforts to keep bias out of our decision making.
For a global company like ExxonMobil, reporting on any median pay gaps across race and gender alone is neither practical nor useful given the different legal requirements under which we work.
Every country and community is unique – the racial, ethnic, and gender make-up of underrepresented communities varies widely around the world, presenting different barriers and opportunities for different people in different regions. Labor markets and competitive pay also vary across regions, as do employment regulations – including prohibitions on collecting some of the data this proposal requires. Other factors, from local currency and cost of living to workforce participation rates, further complicate the data. As a result, the disclosure the proponent requests would amount to a jumble of mismatched statistics of no use to investors or others. Rather in our Investing in People publication, we disclose meaningful analysis of ExxonMobil’s businessdemonstrating our compensation program is operating as intended and investment portfolio underachieves unbiased outcomes.
To summarize, the International Energy Agency’s (IEA) Net Zero Emissions by 2050 (NZE) scenario, which is a deep decarbonization scenario aligned with a 1.5°C pathway. Using the IEA’s assumptions, the Company’s analysis further tested the resiliency of its businesses and strategy.
The assessment, which was reviewed by a respected third party, showed significant growth potential exists in chemicals, lower-emission fuels, carbon capture and storage, and hydrogen. ExxonMobil is positioned to successfully compete in these businesses by leveraging existing differentiated capabilities and repurposing assets toward these growth opportunities.
Under the IEA NZE scenario, production of traditional refined products would decline as sites are closed, converted to terminals, or reconfigured to shift production to chemicals, lubricants, basestocks, and lower-emission fuels. Investments in carbon capture and storage, hydrogen, and biofuels increase significantly, supported by higher carbon pricing assumedissues raised by the IEA in its NZE scenario. The Company would continue to make accretive investments in its chemicals business as demand for these products grows in the IEA NZE scenario, with many of these products generating lower life-cycle emissions relative to available alternatives. For example, by 2030, ExxonMobil’s products used in plastic packaging solutions could avoid approximately 40 million metric tons of greenhouse gas emissions per year by displacing alternative options.
Existing oil and natural gas production and fuels manufacturing assets would be optimized and operated as long as economically justified, consistent with the IEA NZE demand assumptions, which project daily production of 24 million barrels of oil and 169 billion cubic feet of natural gas will still be needed to meet demand in 2050.
Throughout the modeled period, IEA NZE’s hypothetical carbon price supports attractive investments in key growth areas, including carbon capture and storage, hydrogen, and biofuels, that drive long-term increases in cash flow. For example, in Paris-aligned scenarios, over the next decade, three to four times the existing carbon capture and storage capacity would need to be added annually, and in the IEA NZE scenario, biofuels would need to grow 3.5 times the average of the last five years for the next decade, with commensurate growth in logistics, to meet expected demand.
The Company’s core capabilities, experience, and advantages in scale, integration, technology, project execution, and talent would remain critical success factors in succeeding in these new market opportunities under this hypothetical transition path. For example,proponent assume ExxonMobil is the world leader in carbon capture and storage, having captured more anthropogenic CO2 than any other company over the past 30 years. The Company has announced progress on 10 carbon capture and storage opportunities since establishing its Low Carbon Solutions business in the first quarter of 2021. ExxonMobil is also evaluating strategic investments in hydrogen to increase the use of this important lower-emissions energy technology and studying large-scale production of hydrogen for the Rotterdam industrial complex. Further, ExxonMobil is focused on growing its lower-emission fuels business by continuing research in advanced biofuels. The Company plans to provide more than 40,000 barrels per day of lower-emissions fuels by 2025 and has a further goalproblem where it does not. We already disclose meaningful metrics on the outcomes of 200,000 barrels per day by 2030.
These disclosures and the comprehensive materialsour programs. The proponent seeks additional disclosure using metrics that are publicly available demonstrateneither useful for investors nor additive to existing public disclosures. For these reasons, the Company’s responsiveness to shareholder feedback. Creating an additional report as requested byBoard recommends you vote against this proposal is unnecessary.proposal.
1 | corporate.exxonmobil.com/-/media/global/files/sustainability/social/investing-in-people-2023.pdf |
2 | proxyimpact.com/about |
3 | corporate.exxonmobil.com/-/media/global/files/who-we-are/standards-of-business-conduct.pdf |
Item 86 – Report on Plastic Production Under SCS Scenario Analysis
This proposal was submitted by Christian Brothers Investment Services, Inc., 733 Third Avenue, Ste. 2020,United Church Funds, 475 Riverside Drive, Suite 1020, New York, New York 10017,10115, the beneficial owner of shares with a market value greater than $2,000 and lead proponent of a filing group.
“FINANCIAL STATEMENT ASSUMPTIONS AND CLIMATE CHANGE
WHEREAS:
Many policymakers, investors and companies have converged on goals including the need to limit global temperature increase to 1.5° C and to reach net zero global greenhouse gas (GHG) emissions by 2050, if not sooner.1
The International Energy Agency’s Net Zero 2050 Roadmap (NZE) describes an energy sector pathat least $25,000 for net-zero GHG emissions. According to the IEA, no investment in new fossil supply projects is needed in a net zero scenario and the IEA anticipates oil prices dropping as low as $36/barrel in 2030 and $24/barrel in 2050, projecting a negative trend for a fundamental input in developing ExxonMobil’s cash flow projections for oil and gas production assets.2
Yet ExxonMobil continues development of new fossil fuel resources, even while acknowledging3 that climate change scenarios pose uncertainties that may lead to impairments. Investors are concerned that the continued development of new fossil fuel resources increases the risk of such future impairments. ExxonMobil’s existing, audited annual disclosures do not provide investors with sufficient insight into stranded asset risk related to the energy transition. ’If climate change impacts the entity, the auditor needs to consider whether the financial statements appropriately reflect this,’ according to the International Auditing and Assurance Standards Board.
An independent September 2021 analysis4 concluded that the financial statements of ExxonMobil lack the requisite transparency about climate-related assumptions and estimates, and company disclosures do not appear to use Paris-aligned assumptions and estimates. In contrast, peers (Royal Dutch Shell, bp, TotalEnergies) released more transparent disclosures in their audited financial statements, articulating the extent of consideration of climate change contingencies and risks.5
RESOLVED: Shareholders request that ExxonMobil’s Board of Directors seek an audited report assessing how applying the assumptions of the International Energy Agency’s Net Zero by 2050 pathway would affect the assumptions, costs, estimates, and valuations underlying its financial statements, including those related to long-term commodity and carbon prices, remaining asset lives, future asset retirement obligations, capital expenditures and impairments. The Board should obtain and ensure publication of the report by February 2023, at reasonable cost and omitting proprietary information.
Supporting Statement
The proponent recommends the requested report be supported with reasonable assurance from an independent auditor.
Investors with $103 trillion in assets under management have already called for companies and their auditors to rigorously disclose climate risks in financial reporting, or risk overstatement by failing to integrate impacts on profits and financial positions.6
Last year, this topic received 49.4% support of ExxonMobil investors. In light of ExxonMobil’s disclosures regarding potential impairments from uncertain climate scenarios depressing product demand, it is urgent for investors to vote in favor.
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The Board recommends you vote AGAINST this proposal for the following reasons:
The information requested by the proposal has recently been published by ExxonMobil and is available on the Company’s website. ExxonMobil’s Advancing Climate Solutions report includes an analysis of the Company’s business and investment portfolio under the International Energy Agency’s Net Zero Emissions by 2050 (IEA NZE) scenario.
The analysis, which has been reviewed in a quality assurance audit by a credible third party, used the IEA NZE’s scenario assumptions and included existing operations and future opportunities across ExxonMobil’s businesses in oil, natural gas, fuels, lubricants, chemicals, lower-emission fuels, hydrogen, and carbon capture and storage.
It demonstrated that under the IEA NZE assumptions, the Company could continue to grow cash flows over time through reduced investments in oil and natural gas and increased investments in accretive projects in chemicals, carbon capture and storage, lower-emission fuels, and hydrogen.
Under the IEA NZE scenario, production of traditional refined products would decline as sites closed, converted to terminals, or reconfigured to shift production to chemicals, lubricants, basestocks, and lower-emission fuels. Investments in carbon capture and storage, hydrogen, and biofuels increase significantly, supported by higher carbon pricing assumed by the IEA in its NZE scenario. The Company would continue to make accretive investments in its chemicals business as demand for these products grows in the IEA NZE scenario, with many of these products generating lower life-cycle emissions relative to available alternatives. For example, by 2030, ExxonMobil’s products used in plastic packaging solutions could avoid approximately 40 million metric tons of greenhouse gas emissions per year by displacing alternative options.
Existing oil and natural gas production and fuels manufacturing assets would be optimized and operated as long as economically justified, consistent with the IEA NZE demand assumptions, which project daily production of 24 million barrels of oil and 169 billion cubic feet of natural gas will still be needed to meet demand in 2050.
Overall, under IEA NZE scenario, significant growth potential exists in chemicals, lower-emission fuels, carbon capture and storage, and hydrogen. ExxonMobil is positioned to effectively compete in these businesses by leveraging existing differentiated capabilities and repurposing assets. Throughout the modeled period, IEA NZE scenario’s assumed carbon price supports attractive investments in key growth areas, including carbon capture and storage, hydrogen, and biofuels that drive increases in long-term cash flow. For example, in Paris-aligned scenarios, over the next decade, three to four times the existing carbon capture and storage capacity would need to be added annually, and in the IEA NZE scenario, biofuels would need to grow 3.5 times the average of the last five years for the next decade, with commensurate growth in logistics, to meet expected demand.
The Company’s core capabilities, experience, and advantages in scale, integration, technology, project execution, and talent would be critical success factors in these new market opportunities under this hypothetical transition path. For example, ExxonMobil is the world leader in carbon capture and storage, and has captured more anthropogenic CO2 than any other company over the past 30 years. The Company has announced progress on 10 carbon capture and storage opportunities since establishing its Low Carbon Solutions business early in 2021. ExxonMobil is also evaluating strategic investments in hydrogen to increase the use of this important lower-emissions energy technology and studying large-scale production of hydrogen for the Rotterdam industrial complex. Further, ExxonMobil is focused on growing its lower-emission fuels business by continuing research in advanced biofuels. The Company plans to provide more than 40,000 barrels per day of lower-emissions fuels by 2025 and has a further goal of 200,000 barrels per day by 2030.
The analysis highlighted in the Advancing Climate Solutions report demonstrates the resiliency of the Company’s businesses and strategy under the IEA NZE scenario and includes analysis of the Company’s plans for capital spending and modeling of potential future cash flow.
The Company received a similar shareholder proposal last year and although that proposal did not reach majority support, ExxonMobil has been responsive to shareholder feedback by expanding disclosures, including in the Advancing Climate Solutions report, Sustainability Report and Energy Outlook. An additional report, as requested by this proposal, would result in duplication and incremental costs. The proposal, therefore, is unnecessary.
Item 9 – Report on Plastic Production
This proposal was submitted by Andrew Behar, 2020 Milvia Street, Suite 500, Berkeley, California 94704, the beneficial owner of 42 shares.least one year.
“WhereasWHEREAS: Plastics,Plastic, with a lifecycle social cost at least ten times higher than its market price, actively threatenthreatens the world’s oceans, wildlife, and public health.1 Concern about the growing scale and impact of global plastic pollution has elevated the issue to crisis levels.2 Of particular concern are single-use plastics (SUPs)3, which make up the largest componentbulk of the 1124-34 million metric tons of plastic ending up in waterways annually.43 Without drastic action, this amount could triple by 2040.4
A shift from virgin plastic production is critical to reducing plastic pollution.5 The Environmental Protection Agency’s draft strategy to prevent plastic pollution calls for voluntary reduction in production.6 A robust pathway addressing plastic pollution is presented in the widely respected Breaking the Plastic Wave report, which found that plastic leakage into the ocean can be reduced 80 percent under its System Change Scenario (SCS), but requires a significant absolute reduction of virgin SUPs.7
In response to the plastic pollution crisis and the necessity of reducing plastic production, countries and major packaging brands are beginning to drive reductions in virgin plastic use.6,78
Several studies demonstrate that a significant absolute reduction in virgin This will affect the plastic demand is critical to curbing the flow of plastic into oceans.8 One of the most robust reduction pathways is presented in the widely-respected report, Breaking the Plastic Wave, which found that plastic leakage into the ocean can be feasibly reduced by 80% under its System Change Scenario (SCS), which is based on a significant absolute reduction of virgin SUPs.9,10
production supply chain. BP has recognized the potential disruption that global SUP reductions could have on the oil industry, in its 2019 Outlook, where it foundfinding a global SUP ban by 2040 would reduce oil demand growth by 60%.60 percent.119
The future under the SCS – one built on recycled plastics and circular business models – looks drastically different than today’s linear take-make-wasteCompany faces growing risk from continued investment in virgin plastic production model.infrastructure. Several implications of the SCS, including a one-third absolute demand reduction (mostlyof mostly of virgin SUPs)SUPs and immediate reduction ofreductions in new investment in virgin production, are at odds with Exxon’sExxonMobil’s planned investments.12
Exxon was recently The Company has been identified as the largest global producer of SUP-bound polymers (5.9(11.5 million metric tons in 2019, an estimated 50%2021).10 It has committed to increased use of its total polymer production)recycled polymers but uses pyrolysis oil to generate plastic feedstock, a controversial process cited as inefficient and exposed for lobbying againstgreenhouse gas-intensive with toxic byproducts and emissions, which may increase financial and reputational risk.11
Exxon’s efforts to reduce plastic pollution laws.13,14 While Exxon states it is actingwaste fail to ‘address plastic waste,’ it fails to meaningfully address the potential for regulatory restrictions and/or a significant disruption in demand for virgin plastic, both of which could result in stranded assets.15,1612
Resolved:
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RESOLVED: Shareholders request that Exxon’s BoardExxonMobil issue an auditeda report, at reasonable cost and omitting proprietary information, addressing whether and how a significant reduction in virgin plastic demand, as set forth in Breaking the Plastic Wave’sWave’s System Change Scenario, to reduce ocean plastic pollution, would affect the Company’s financial position and the assumptions underlying its financial statements. The report should be at reasonable cost and omit proprietary information.
Supporting Statement: SUPPORTING STATEMENT: Proponents recommend that, in the Board’sat Board discretion, the report include:
Quantification (in tons and/or as a percentage of total) of the company’s polymer production for SUP markets;
• | Quantification of its polymer production for SUP markets; |
A summary or list of the company’s existing and planned investments that may be materially impacted by the SCS;
• | A summary of existing and planned investments that may be materially impacted by the SCS; and |
Any future plans or goals to shift its business model from virgin to recycled plastics.
• | Disclosure of key metrics for chemical recycling processes, including inputs, outputs/yield, energy use, carbon and waste emissions, and any related measures taken to ensure safe operations. |
1 | https://wwfint.awsassets.panda.org/downloads/ |
2 | https://www.unep.org/resources/pollution-solution-global-assessment-marine-litter-and-plastic-pollution |
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https://www.minderoo.org/plastic-waste-makers-index/ |
4 | https:// |
5 | https:// |
6 | https:// |
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https://www.pewtrusts.org/-/media/assets/2020/07/breakingtheplasticwave_report.pdf |
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https://www.bp.com/content/dam/bp/business-sites/en/global/corporate/pdfs/energy-economics/energy-outlook/bp-energy-outlook-2019.pdf#page=18 |
https:// |
https://eandt.theiet.org/content/articles/2022/11/is-chemical-recycling-greenwashing; |
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https://www.forbes.com/sites/scottcarpenter/2020/09/05/ |
The Board carefully considered this proposal and recommends you vote AGAINST it.
Why you should vote AGAINST this proposal • The problem is not plastics; it is mismanaged plastic waste. The proponent ignores the work we are doing to address the plastic waste challenge by investing in and advocating for certified-circular plastics (leveraging our advanced recycling technology and mass balance attribution) as well as the collection systems needed to enable circularity. • The proponent also overlooks the fact that plastics enable GHG emissions reductions. Plastic packaging has 54% lower life-cycle greenhouse gas emissions versus alternatives,1 and with our ExceedTM and EnableTM performance plastics, customers can produce even lighter packaging, thereby reducing shipping weight and lowering emissions.2 • This proposal, represented by As You Sow, is consistent with As You Sow’s well-documented anti-oil and gas agenda used to attack ExxonMobil and others by diminishing the widely acknowledged societal value of plastics, denying the obviously growing demand for these products, and asking us, for the third consecutive year, to waste investors’ resources on a narrow and prescriptive report tied to an unrealistic future scenario. |
This is one of three proposals at this annual shareholder meeting brought by “serial proponents.” As mentioned on page 80, the proponent’s representative, As You Sow, claims to have filed 21 resolutions at our Company in the past decade; all were rejected by our investors. Additionally, As You Sow has formed a professional activist consortium with other organizations, including Proxy Impact, with an agenda that we believe is detrimental to growing long-term investor value. As a member of ICCR, they work with other proponents to advance their own agendas. ICCR members are responsible for approximately 40% of all proposals received by ExxonMobil for the following reasons:10-year period from 2014 to 2023.
ExxonMobil shares thesociety’s concerns about mismanaged plastic waste in the environment, as was explained during engagement with the proponent. As You Sow continues to push “supply reduction” as the only path forward, whether the topic is oil or products made from petroleum. They back their belief with flawed, remote scenarios that ignore the critical role plastics play in the energy transition and modern life.
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We see the problem for what it is, taking action by enabling products that society can more easily recycle, advancing recycling technologyhowever. Here are some key facts:
• | ExxonMobil’s chemical products business is focused on delivering high-value performance products to our customers for use in a variety of applications essential for modern life. These products offer attractive margins and grow faster than gross domestic product (GDP), meriting further investment. |
• | Bans enacted in some locations around the world are primarily focused on items such as straws, cutlery, and takeaway containers. These types of bans are location-specific and not significant to global plastics demand – nor do they have a substantive impact on our business. |
• | Even if we assume that all of the extremely unlikely regulations, restrictions, and bans on plastic production highlighted in the Pew Current Commitment Scenario come to pass by 2040, global plastic demand would fall by less than 5%.3 This figure closely aligns with our estimate of the impact on our own chemicals business of current and proposed bans. If we take that a step further and assume that 5% reduction translates directly into our chemical business earnings over the last 5 years,4 our corporate earnings would’ve decreased by less than 1%.5,6 This illustrates As You Sow’s attempt to manufacture a significant financial risk where one does not exist at ExxonMobil under this scenario and does not justify a new, extensive disclosure. |
• | The portfolio changes we have already made, the integrated nature of our facilities, and the global scale of our business make us resilient to fluctuations in demand for specific products (whether those changes are caused by regulation or shifting customer preference) and allow us to minimize risk of stranded assets. |
Like most complex environmental challenges, broad collaboration is needed to address the issue of mismanaged plastic waste. This includes sound policy, responsible manufacturing, investment in waste-management infrastructure, and a broader arraybroad set of products, and also supporting improvements in plastic waste recovery. We work with a number of partners and aresolutions including advanced recycling. ExxonMobil is a founding member of the Alliance to End Plastic Waste. EliminationWaste, which is focused on accelerating investment in safe, scalable, and economically viable solutions to help address the challenge of plastic waste pollution requiresin the support, innovation,environment.
To this end, we are expanding the types of plastics that can be recycled through our advanced recycling process and global collaborationinvesting in the underlying waste management supply chain for sorting of waste plastics.
In December 2023, Cyclyx, our joint venture with Agilyx Corp. and LyondellBasell, announced plans to build its first Cyclyx Circularity Center (CCC). The facility is designed to accept and process plastics that are currently going to U.S. landfills, reclaiming them for use in a range of recycling technologies. Together with LyondellBasell, ExxonMobil is investing $135 million into Cyclyx to fund operating activities and construction costs for the new facility, which has an expected startup in mid-2025. The facility will have the capacity to produce 300 million pounds of plastic feedstock per year for advanced and mechanical recycling, sourced from post-consumer, commercial, and industrial plastic waste of all kinds.7 These efforts have the potential to help further extend the lifecycle of plastics, diverting them from landfills to meet society’s needs.
Advanced recycling directly addresses one of the entiremain impediments to the circularity of plastics value chain: resin producers, converters, consumer brands, retailers, consumers, NGOs, governments, waste management companies,
Globally, only about 9% of all plastics produced are recycled.8 To improve circularity we need: 1) more investment in municipal collecting and recyclers.sorting and 2) the ability to recycle more products.
The Company is working onMuch of the plastic in use today cannot be mechanically recycled through traditional means.9 With advanced recycling, solutions that create and capture value fromdifficult-to-recycle plastic waste by converting itis broken down at a molecular level and converted into valuable raw materials.10 Many of these are the same as the raw materials thatproduced during the processing of fossil-based crudes and can be used to re-makemake a wide range of valuable products, including fuels, lubricants, and high-performance chemicals and plastics.
For every ton of plastic and other valuable products. For example, ExxonMobil has announcedwaste processed through advanced recycling, projects in Baytown, Texas, and in Notre Dame de Gravenchon, France, and is assessing additional opportunities insociety reduces the Netherlands, the U.S. Gulf Coast, Canada, and Singapore. By year-end 2026, ExxonMobil is planning to build advanced recycling capacityneed to process approximately 500,000 metric tonsone ton of fossil-derived feedstocks.11 And for every ton of certified-circular plastics sold, more than a ton of plastic waste is diverted from other end-of-life dispositions, such as landfill or incineration.
The proponent’s claims about inefficiency in the advanced recycling process are simply wrong. Our technology uses pyrolysis to convert about 90% of the processed plastic waste into usable raw materials – representing a significant gain for society over incineration or landfilling. This process is subject to the same rigorous safety and environmental standards, including emissions limits, as every other part of our integrated facilities. Moreover, according to a 2022 carbon footprint assessment by Sphera, every ton of waste plastic processed using our advanced recycling technology results in at least 19% lower greenhouse gas emissions compared to processing the same amount of crude-based feedstocks.12
2024 Proxy Statement | 89 |
Deployed together, mechanical recycling and advanced recycling would enable a much greater volume and broader range of plastic waste to be recycled and therefore reduce how much plastic winds up in the environment.
Scaling up circularity solutions
Our Baytown advanced plastic waste recycling facility started up commercial-scale operations in December 2022. It is one of the largest advanced recycling facilities in North America, with capacity to recycle 80 million pounds of plastic waste per year. Worldwide, we are working to build about 1 billion pounds of annual advanced recycling capacity by year-end 2026, assuming supportive public policy. That could fill more than 3,500 Olympic-sized swimming pools with plastic shopping bags.
The Company also employsExxonMobil is pursuing a comprehensive approachrange of options around the world to scale up our advanced recycling capacity, including a new facility next to our plant in France, agreements in Southeast Asia, additional units at our existing facilities in North America and established systemsEurope, collaborations on stand-alone pyrolysis facilities, and more.
Our advanced recycling process and facilities are certified through an independent, third-party system called International Sustainability and Carbon Certification (ISCC) PLUS. ISCC is governed by an association with more than 240 members, including research institutes and non-governmental organizations. This certification enables us to managebe transparent about our advanced recycling offerings in a standardized way by attributing the manufactureamount of plastics in an environmentally responsible way. One example is a global standard in place across all resin-handling operations withusable raw materials made from the objective of zero pellet lossplastic waste we process to the environment. Beyond these examples, the Company publicly shares its guidelines, measures, and practices to assess and mitigate risk factors, and includes information aboutamount of certified-circular plastic waste solutionswe sell. This process is called “mass balance” – an approach that has been used in its Sustainability Report.
While plastic waste in the environment is an issue that must be addressed, plastics are a material of choice in part due to their superior performance and life cycle sustainability benefits versus alternatives. In addition, plastics play an important role in helping society achieveother industries for many of the United Nations’ (UN) Sustainable Development Goals, including good health, food preservation, and clean drinking water.years.
Plastics also play aare critical to society and too valuable role in enabling new lower-emission technologies, such as electric vehicles, solar panels, wind turbine blades,to be wasted
Plastic products help defend against disease, preserve food, and high-performance building insulation. On a life-cycle basis, plastic packaging has a 54% lower greenhouse gas emission impact comparedare needed for medical equipment that saves lives. As the middle class continues to alternative materials as a group, including aluminum, glass, and paper.1grow around the world, more families will rely on plastics every day to meet critical needs. Even in the International Energy Agency’sIEA Net Zero Emissions by 2050 scenario, global demand for primary chemicals growsis projected to be 20% higher in 2050 than in 2022.13 This means that even aggressive energy transition scenarios anticipate growth in the demand for primary chemicals, driven to a significant degree by a growing demand for plastics.
Plastics also allow us to do more with less material, creating a smaller environmental footprint than 30%alternatives – plastic packaging has an average of 54% lower life-cycle greenhouse gas emissions versus 2020, andalternative materials as a group.1 Plastics also enable lighter vehicles, driving a 6% to 8% fuel efficiency improvement for every 10% reduction in vehicle weight.14 In fact, approximately 50% of the total volume of the average internal combustion engine car is plastics.15 The electric vehicle industry is similarly reliant on plastics make up approximately half of that total volume.to produce lightweight cars to extend battery mileage range.
The “lifecycle social cost” cited in the proposal fails to take into account the positive social impacts of plastics such as preventing illness, reducing hunger and food waste, and reducing GHG emissions that are directly – and uniquely – provided by plastics.
We include detailed information about plastic waste solutions and the benefits of plastics are compellingto society and help make modern life possible. In any emergency room, kitchen, daycare center, shopping center, data center, or modeour business in a variety of transportation, there are abundant examples of life-enhancing plastic products. Medical equipment, hygienic products, building materials, mobile phones, computers, monitors, appliances, packaging, clothes, protective sporting gear,publications and many other applications provide countless benefits. Plastics even played a vital roledisclosures, including our Sustainability Report,16 Advancing Climate Solutions Report,17 and in the pandemic response. For example, vaccines are delivered in disposable plastic syringes and ventilators and other medical equipment are made of plastic. Health care workers also dependour disclosures on personal protective equipment made from hygienic, durable, and reliable plastics.
At the same time, the Company believes that all waste products need to be properly managed to minimize environmental impact, which requires significant investment in waste management infrastructure, including in rapidly growing economies.
To help address the need for increased collection and sorting of plastic waste, ExxonMobil formed a joint venture with Agilyx Corporation, Cyclyx International, focused on developing innovative solutions for aggregating and pre-processing large volumes of plastic waste that can be converted into feedstocks for valuable products.
Based on the importance of plastics in helping society achieve its net-zero ambitions,advanced recycling and the UN’s Sustainable Development goals, as well as the Company’srole of mass balance attribution,10 which are all available on our website.
Plastics are critical for modern society. And given our strong commitment to responsible operations, support of expandingour efforts to expand advanced recycling efforts, and circularity, our well-established risk management processes, procedures, and our detailed public disclosures, the Board believesrecommends a vote against this proposal is unnecessary.unnecessary proposal.
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Item 10 – Report on Political Contributions
This proposal was submitted by the Unitarian Universalist Association, 24 Farnsworth Street, Boston, Massachusetts, 02210, the beneficial owner of shares with a market value greater than $2,000 and lead proponent of a filing group.
“Resolved, that the shareholders of Exxon Mobil Corp. (‘Exxon’ or ‘Company’) hereby request the Company to prepare and semiannually update a report, which shall be presented to the pertinent board of directors committee and posted on the Company’s website, disclosing the Company’s:
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3 | Based on ExxonMobil analysis of data included in Pew’s Breaking the |
4 | 2019-2023 |
The report shall be made available within 12 months of the annual meeting and identify all recipients and the amount paid to each recipient from Company funds. This proposal does not encompass lobbying spending.
Supporting Statement
As long-term Exxon shareholders, we support transparency and accountability in corporate electoral spending. A company’s reputation, value, and bottom line can be adversely impacted by election spending that is conducted blindly.
The Conference Board’s 2021 ‘Under a Microscope’ report details these risks, recommends the process suggested in this proposal, and warns ‘a new era of stakeholder scrutiny, social media, and political polarization has propelled corporate political activity – and the risks that come with it – into the spotlight. Political activity can pose increasingly significant risks for companies, including the perception that political contributions – and other forms of activity – are at odds with core company values.’
Exxon discloses some election related spending, but it does not disclose direct independent expenditures, payments to influence the outcome of ballot measures, or payments to trade associations or 501(c)(4) organizations that could be used for election-related purposes.
Publicly available records show Exxon has contributed nearly $20 million in corporate funds since the 2010 election cycle.
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5 | Even this analysis makes a number of conversative assumptions: (1) that these potential 2040 regulations apply to our production now, (2) that demand for our products would decline pro rata with this change in market demand, (3) that no products outside of these banned products would increase in market demand, as is predicted in other models, and (4) that these banned products are just as profitable as the other products we make, including our performance chemical products. |
6 | https://d1io3yog0oux5.cloudfront.net/_b08ba80f6ada20b10fb53c4e74109fd6/exxonmobil/db/2289/22056/file_xlsx /EMPS+recast+databook.xlsx; https://d1io3yog0oux5.cloudfront.net/_b08ba80f6ada20b10fb53c4e74109fd6/exxonmobil /db/2288/22190/earnings_release/4Q23+Earnings+Press+Release+Website+%28with+updated+legends%29.pdf |
7 | https://www.exxonmobilchemical.com/en/resources/library/library-detail/110631/first_circularity_center_en |
8 | https://www.oecd.org/coronavirus/en/data-insights/plastic-waste-management-challenges |
9 | Mechanical Recycling refers to the processing of plastics waste into secondary raw material or products without significantly changing the material’s chemical structure. The steps are collection, washing, sorting, shredding, extrusion, which is the melting of the plastic by applying heat through shearing and cutting the plastic into small pellets. |
10 | https://www.exxonmobilchemical.com/en/exxonmobil-chemical/sustainability/advanced-recycling-technology/mass-balance-attribution |
11 | On a global, macroeconomic basis, assuming constant demand. |
12 | https://www.exxonmobilchemical.com/en/exxonmobil-chemical/sustainability/advanced-recycling-technology/carbon |
13 | https://iea.blob.core.windows.net/assets/9a698da4-4002-4e53-8ef3-631d8971bf84/NetZeroRoadmap_AGlobalPathwaytoKeepthe1.5CGoalinReach-2023Update.pdf |
14 | https://www.energy.gov/eere/vehicles/lightweight-materials-cars-and-trucks |
15 | https://www.americanchemistry.com/chemistry-in-america/news-trends/press-release/2023/report-more-plastics-used-in-automobiles-improving-fuel-efficiency-safety-and-performance |
16 | https://corporate.exxonmobil.com/sustainability-and-reports/sustainability |
17 | https://corporate.exxonmobil.com/sustainability-and-reports/advancing-climate-solutions |
Item 7 – Additional Social Impact Report
But“RESOLVED: The shareholders of Exxon Mobil Corporation (the ‘Company’), hereby request that the Board of Directors create a report regarding the social impact on workers and communities from closure or energy transition of the Company’s facilities, and alternatives that can be developed to help mitigate the social impact of such closures or energy transitions. The report should be prepared at reasonable cost, omitting proprietary information, and be available on indirect electoral spending through trade associationsthe Company’s website by the 2025 Annual Meeting of Shareholders.
SUPPORTING STATEMENT
As the nation and 501(c)(4) groups cannot be obtained by shareholders unlessour Company prepare for and participate in a transitioning energy economy, our Company should play a role to in helping to provide security for impacted workers and communities where our Company operates.
Our Company’s Chairman and CEO Darren W. Woods has personally signed the Business Roundtable’s Statement on the Purpose of a Corporation which affirmed our Company’s commitment to serve all stakeholders, including ‘investing in our employees’ and ‘supporting the communities in which we work.’
(https://opportunity.businessroundtable.org/ourcommitment/)
UN PRI’s Statement of Investor Commitment to Support a Just Transition on Climate Change states that ‘the responsible management of workforce and community dimensions of climate change are increasingly material drivers for value creation.’ (https://www.unpri.org/download?ac=10382)
In the International Labour Organization’s (ILO) 2015 Guidelines for a Just Transition towards Environmentally Sustainable Economies and Societies for All, the ILO emphasizes that the transition to environmentally sustainable economies and societies involves ‘the pivotal role of employers’ and ‘anticipating impacts on employment, adequate and sustainable social protection for job losses and displacement, skills development and social dialogue, including the effective exercise of the right to organize and bargain collectively.’ (https://www.ilo.org/wcmsp5/groups/public/@ed_emp/@emp_ent/documents/publication/wcms_432859.pdf)
In its Advancing Climate Solutions 2023 Progress Report, the Company discloses it.stated that it plans to invest more than $17 billion from 2022 to 2027 to reduce emissions through carbon capture and storage, hydrogen and biofuels. (https://corporate.exxonmobil.com/climate-solutions/advancing-climate-solutions-progress-report) This proposal asksinvestment needs to be accompanied with disclosure of time-bound, measurable indicators for meaningful engagement with key stakeholders.
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For these reasons, it is imperative that the Board creates the proposed report as a first step towards understanding and mitigating the impact of future plant closings and energy transition on workers and communities where the Company to disclose all of its electoral spending, direct and indirect. This would bring our company in line with leading companies, including AT&T, Phillips 66, and ConocoPhillips.operates.
We believe Exxon’s lack of disclosure presents reputational risk when the candidates supported by its election spending contradict company public positions or take controversial positions. For example, Exxon supports federal tax policiesurge shareholders to address climate change, yet many of the candidates supported by its trade associations speak out against climate action and even question the scientific consensus on climate change. We urge your support forvote ‘FOR’ this critical governance reform.proposal.”
The Board carefully considered this proposal and recommends you vote AGAINST it.
Why you should vote AGAINST this proposal • Our commitment to our employees and the communities in which we work has been on display since the 19th century; there is no need for an additional report. We are proud of our efforts in this area and have engaged with the proponent on a number of occasions to share and discuss our approach. • ExxonMobil’s 140-year history is filled with examples of the Company and its employees adapting successfully to societal change, creating or expanding businesses that grew our Company and the livelihoods of our employees while simultaneously supporting communities and facilitating local economic growth. • The proponent does not understand what is required to transition today’s energy system, how we intend to use our Company’s core capabilities, or our strategy. Consequently, the proponent incorrectly assumes that our workforce will be displaced. The capabilities and skills our current workforce possesses are needed to participate in, and lead, a thoughtful energy transition, including growing a new Low Carbon Solutions business. Over time, as the transition progresses, our workforce will transition to new roles that require the same core capabilities. The more than $20 billion of low-emission investments anticipated in our current plans through 2027, and referenced by the proponent, clearly demonstrates this. |
This is one of three proposals at this annual shareholder meeting brought by “serial proponents.” Such serial proponents submitted approximately half of all proposals filed with ExxonMobil from 2014 to 2023, including 10 from this proponent. This proposal has the same intent as a proposal submitted by this same proponent last year that was rejected by 83% of our voted shares. As a member of ICCR, they work with other proponents to advance agendas we believe are often detrimental to investor value. ICCR members are responsible for approximately 40% of all proposals received by ExxonMobil for the following reasons:10-year period from 2014 to 2023.
Our business has been in a continuous state of transition since it was founded, as we evolve to meet changing societal needs. Our approach to ensuring we continue to position our business for a thoughtful energy transition, and for our employees and communities to thrive under a wide range of scenarios, is already communicated in our expansive Sustainability Report,1Investing in People 2 report, Advancing Climate Solutions Report,3 and the “Supporting a just transition” content on our website.4 Our approach and disclosures were shared with the proponent during engagement on this proposal.
As these publicly available documents reflect, the Company strives to:
• | Create value for ExxonMobil’s customers, business partners, and communities. |
• | Provide employees unrivaled opportunities for personal and professional growth with impactful work. |
• | Consider and minimize potential environmental and socioeconomic impacts of projects and operations throughout the asset life cycle. |
• | Engage and listen to stakeholders, including employees and communities. |
We are positioned to be able to lead in the energy transition
Adaptation has been key to our success, and without a workforce capable of entering, and ultimately leading, new businesses, we would not have prospered for more than 140 years. Maintaining flexibility is a priority for ExxonMobil to ensure our ongoing ability to meet society’s needs, irrespective of the pace or form of the energy transition. In our chemicals operations, for example, we expect demand to grow, given the countless benefits of plastics versus alternatives. Additionally, we have the flexibility to change our refinery product mix, increasing production of biofuels, high-value lubricants, and chemical basestocks, where demand for traditional fuels declines.
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We expect these actions will continue to strengthen the resiliency of our businesses and result in direct, ongoing employment opportunities, community investment programs, and indirect economic growth within the communities where we operate.
At the same time, we use our integrated environmental and socioeconomic management approach to mitigate risk and identify potential impacts and opportunities for all types of projects. This approach also helps us better understand potential impacts on our stakeholders through engagements with customers, vendors, employees, communities, and government officials, as well as Indigenous communities.
Further, we chair the Ipieca Just Transition task force, which is working to advance environmental and social performance in our industry across the energy transition. Through this collaboration, we share best practices with others to develop a lower-carbon future in a way that we believe is just and fair for workforces, communities, and consumers.
Many of the capabilities and skills of today’s workforce are the same critical skills needed to thoughtfully lead in the energy transition
ExxonMobil has a proven, long-term commitment to developing employees, facilitating local economic growth, and engaging with and supporting our communities. We are proud of this commitment and are determined to maintain it.
“Meaningful development” is one of our five strategic priorities.
Our employees are well-positioned to play meaningful roles in a traditional energy business that will be vital for decades to come and play an equally important role in the lower carbon emissions portfolio we are hard at work building.
We invest in people for the long term, training and developing our employees at every stage of what is expected to be a decades-long career. In fact, the average employee tenure at retirement is approximately 30 years. Our focus on development offers employees the opportunity to build new skills and stretch their capabilities and positions them well to play meaningful roles across our business – deepening and broadening their experience so they can be adaptable in an ever-changing business environment.
An example of this philosophy coming to life is seen in our Strathcona facility, where teams operating and supporting the refinery today will also operate a new biofuels unit being built at the facility. Looking beyond our employee base, we have involved Indigenous community leaders in discussions about potential business development opportunities, and the Company has contracted with local businesses for a variety of services. Each of these activities is intended to evolve our employee base and facilitate community commercial engagement to grow the local economy at the same time we grow our business.
As we continue to concentrate and upgrade our portfolio, we thoughtfully manage the impact on our workforce. For example, our affiliate in Melbourne, Australia, is working to convert a decades-old, uncompetitive refinery into one of the largest and most efficient fuel import and storage facilities in the country. Efforts to identify opportunities for affected employees began well before the refinery shutdown, with many assigned to support conversion activities and others asked to transition to different jobs within the Company. For those leaving the Company, a wide range of support services were offered, including additional training and certifications. See our Sustainability Report for other examples and case studies.
In this regard, ExxonMobil has always been engaged in what is now characterized as a “just transition” – proving to our employees and their friends, families, and neighbors that we care about them, value the work they do, and are committed to full compliance with relevant laws and regulations, and publicly shares its policy on corporate political spending and its direct contributionsdeveloping them for the duration of their careers.
Given the broad applicability of our workforce’s core capabilities, our demonstrated ability to candidates, parties, and committees. The Company believes disclosure requirements outlined by federal and state laws are both adequate and equitable, in that they require the same level of disclosure from all participants in the political process.
In additionadapt to federal and state regulations, ExxonMobil’s political contributions are subject to a strict internal review process that requires approval by the Chairman as directed by the Company’s Political Activities Guidelines, available at exxonmobil.com/company/policy/political-contributions-and-lobbying. The political contributions of the Corporation,changing markets, and the contributions of the political action committees established by the Corporation, are reviewed with the Public Issuesenvironmental and Contributions Committee, andsocioeconomic approach we share in our existing publications, the Board on multiple occasions annually. Procedures to ensure adherenceviews the proposal as not just unnecessary, but wasteful of Company resources. As a result, the Board recommends voting against the proposal.
1 | exxonmobil.com/sustainabilityreport |
2 | corporate.exxonmobil.com/who-we-are/corporate-giving/investing-in-people |
3 | exxonmobil.com/acsprogressreport |
4 | corporate.exxonmobil.com/sustainability-and-reports/sustainability/creating-sustainable-solutions/supporting-a-just-transition |
2024 Proxy Statement | 93 |
Executive Compensation program design and 2023 pay decisions, including how the Company links executive compensation to performance. This section is provided solely to comply with recently adopted SEC rules under the Dodd-Frank Act.
Pay Versus Performance Table | ||||||||||||||||||||||
Value of Initial Fixed $100 Investment Based On: | ||||||||||||||||||||||
Year (a) | Summary Compensation Table Total for PEO 1 $ (b) | Compensation Actually Paid to PEO 1,4 $ (c) | Average Summary Compensation Table Total for Non-PEO NEOs 2 $ (d) | Average Compensation Actually Paid to Non-PEO NEOs 2,4 $ (e) | Total Shareholder Return $ (f) | Peer Group Total Shareholder Return 3 $ (g) | Net Income (in millions) $ (h) | CFOAS 5 (in millions) $ (i) | ||||||||||||||
2023 | 36,919,898 | 23,567,917 | 20,748,653 | 13,866,194 | 176 | 139 | 36,010 | 59,447 | ||||||||||||||
2022 | 35,909,231 | 89,747,677 | 20,844,030 | 37,954,580 | 188 | 136 | 55,740 | 82,044 | ||||||||||||||
2021 | 23,572,488 | 40,080,212 | 11,277,117 | 18,671,104 | 101 | 94 | 23,040 | 51,305 | ||||||||||||||
2020 | 15,639,061 | -7,691,707 | 8,331,316 | -8,714,670 | 64 | 69 | -22,440 | 15,667 |
Year (a) | Total Direct Compensation PEO 1,6 $ (j) | Realized Pay PEO 1,6 $ (k) | Average Total Direct Compensation for Non-PEO NEOs 2,6 $ (l) | Average Realized Pay for Non-PEO NEOs 2,6 $ (m) | ||||
2023 | 29,861,750 | 15,627,195 | 16,381,837 | 6,985,831 | ||||
2022 | 33,024,000 | 18,116,008 | 17,704,820 | 7,649,062 | ||||
2021 | 18,262,225 | 9,068,366 | 7,594,806 | 4,188,130 | ||||
2020 | 10,049,725 | 3,748,895 | 4,785,620 | 2,744,862 | ||||
4-year average | 22,779,425 | 11,640,116 | 11,616,771 | 5,391,971 |
PEO “Compensation Actually Paid” 2023 versus 2022 ($ in millions) | Actual | Year-over-Year | As a result, over 90 percent of the year- over-year change of PEO “Compensation Actually Paid” reflects unvested equity, its value influenced by the Company’s stock price. Year-end stock price of $99.98 in 2023 and $110.30 in 2022, up from $61.19 in 2021 and $41.22 in 2020, resulted in significant year-over-year change. | |||||||||||||||||||
2023 | 2022 | Change | % of Change | |||||||||||||||||||
Cash: Salary, Bonus, All Other Compensation | 7.8 | 8.5 | -0.7 | 1 | % | |||||||||||||||||
Stock Awards granted in current year, YE value | 22.5 | 24.8 | -2.3 | 3 | % | |||||||||||||||||
Outstanding equity, year-over-year change in value | -11.7 | 48.5 | -60.3 | 89 | % | |||||||||||||||||
Vested awards, vested value minus prior YE value | -0.4 | 3.3 | -3.7 | 6 | % | |||||||||||||||||
Dividends paid prior to vesting of underlying awards | 4.5 | 3.7 | 0.7 | 1 | % | |||||||||||||||||
Pension Service Cost | 1.0 | 0.9 | 0.1 | 0 | % | |||||||||||||||||
Total | 23.6 | 89.7 | -66.2 | 100 | % | |||||||||||||||||
94 | 2024 Proxy Statement |
Supporting Financial & Operating Metrics ∎ TSR∎ Earnings∎ Cash Flow from Operations and Asset Sales∎ Return on Capital Employed∎ Safety Performance∎ Environmental Performance∎ Corporate-wide operated asset GHG emissions intensity |
The Board believes this proposal is unnecessary as current federalin the Compensation and state oversight are sufficientDiscussion Analysis on pages 47 to ensure transparency and provide a consistent standard for all reporting entities. Any request for further disclosure requirements would be most appropriately addressed to the U.S. Congress, the Executive Branch, and state and local governments.69.
1 | Principle Executive Officer (PEO): 2020-2023 D.W. Woods |
2 | Named Executive Officer (NEO): In 2022-2023, K.A. Mikells, N.A. Chapman, J.P. Williams, Jr., and K.T. McKee; in 2021, K.A. Mikells, A.P. Swiger, N.A. Chapman, J.P. Williams, Jr., and L.M. Mallon; in 2020, A.P. Swiger, N.A. Chapman, J.P. Williams, Jr., and N.W. Duffin |
3 | CD&A Performance Peer group: BP, Chevron, Shell, and TotalEnergies |
4 | Adjustments to determine “Compensation Actually Paid”: |
PEO 1 | Average Non-PEO NEOs2 | |||||||||||||||||||||||||||||||||
+/- | 2023 | 2022 | 2021 | 2020 | 2023 | 2022 | 2021 | 2020 | ||||||||||||||||||||||||||
SCT grant value of current year long-term awards | – | 23,199,750 | 24,939,000 | 13,505,225 | 8,434,725 | 12,079,337 | 12,594,195 | 5,892,181 | 3,594,016 | |||||||||||||||||||||||||
Year-end value of current long-term awards | + | 22,495,500 | 24,817,500 | 13,155,850 | 8,450,100 | 11,712,657 | 12,532,838 | 5,827,736 | 3,600,567 | |||||||||||||||||||||||||
Year-over-year change in “fair value” of unvested awards | + | -11,749,836 | 48,547,691 | 16,765,814 | -20,079,108 | -4,655,739 | 17,672,847 | 7,865,983 | -15,015,063 | |||||||||||||||||||||||||
Value of vested awards received | + | -442,500 | 3,273,600 | 1,314,686 | -1,274,817 | -135,756 | 751,602 | 486,992 | -1,009,384 | |||||||||||||||||||||||||
SCT change in pension value | – | 5,922,953 | 2,506,363 | 5,137,153 | 5,348,636 | 4,012,935 | 3,044,269 | 2,710,176 | 3,442,800 | |||||||||||||||||||||||||
Pension Service cost | + | 1,001,694 | 901,365 | 744,658 | 751,812 | 546,216 | 460,833 | 326,056 | 462,472 | |||||||||||||||||||||||||
Dividends | + | 4,465,864 | 3,743,653 | 3,169,095 | 2,604,606 | 1,742,434 | 1,330,895 | 1,489,577 | 1,952,237 |
5 | Additional information on CFOAS is included in Exhibit A starting on page 99. |
6 | Definitions of “Total Direct Compensation” and “Realized Pay” are included on page 68. |
2024 Proxy Statement | 95 |
Annual total CEO compensation for 20212023 was $23,613,478.$36,964,886. The median annual total compensation of all employees of the Corporation, except the CEO, for 20212023 was $189,082.$185,376. The ratio of annual total CEO compensation to the median annual total compensation of all employees was 125:199:1.
The median employee was identified as of October 15, 2021,2023, based on total taxable wages for the most recently completed prior fiscal year as shown in the Corporation’s records. No estimates or sampling methodologies were used for this purpose. No cost-of-living adjustments were made, and the taxable wages of employees employed for less than the full fiscal year were not annualized. “Employees” were defined based on applicable employment and tax laws.
For purposes of this disclosure, as permitted by SEC rules, the value of non-discriminatory benefits is included in annual total compensation of both the median employee and the CEO. These non-discriminatory benefits are long-term disability plan;plan, basic life insurance and accidental death and dismemberment;dismemberment plan, medical plan;plan, and dental plan.
Including these benefits provides a more accurate pay ratio. Since SEC rules do not require inclusion of these generally available benefits in the Summary Compensation Table, annual total CEO compensation shown above is slightly higher than the Total CEO Compensation shown in that table.
ExxonMobil is a global company with employees in many countries around the world. As permitted by the de minimis exemption under the SEC rules, for purposes of identifying the median employee in 2021,2023, we excluded employees from 4238 countries, which represent in aggregate less than 5 percent5% of the Corporation’s total employees. As required, where any employees from a jurisdiction were excluded, all employees from that jurisdiction were excluded. In total, as detailed in the table below, 3,1262,678 employees out of a total number of 65,23762,151 worldwide employees (as of October 15, 2021)2023) were excluded under the de minimis exemption.
| Countries Excluded / Number of Employees | |||||||||||||||||||||||||||||
| 1. |
| Angola |
| 477 |
| 12. | Sweden |
| 65 |
| 23. | New Caledonia |
| 24 |
| 34. | Luxembourg | 4 | |||||||||||
| 2. |
| Guyana |
| 316 |
| 13. | Japan |
| 63 |
| 24. | South Korea |
| 22 |
| 35. | Micronesia | 3 | |||||||||||
| 3. |
| Chad |
| 298 |
| 14. | Taiwan |
| 54 |
| 25. | N.Mariana Islnd |
| 16 |
| 36. | Azerbaijan | 3 | |||||||||||
| 4. |
| Egypt |
| 287 |
| 15. | Utd Arab Emir. |
| 52 |
| 26. | Romania |
| 13 |
| 37. | Cameroon | 3 | |||||||||||
| 5. |
| Mexico |
| 281 |
| 16. | Cyprus |
| 39 |
| 27. | Saudi Arabia |
| 13 |
| 38. | Peru | 2 | |||||||||||
| 6. |
| Norway |
| 232 |
| 17. | Guam |
| 37 |
| 28. | Vietnam |
| 12 |
| 39. | Namibia | 2 | |||||||||||
| 7. |
| Equatorial Guinea |
| 228 |
| 18. | Kazakhstan |
| 34 |
| 29. | Greece |
| 9 |
| 40. | Mauritania | 2 | |||||||||||
| 8. |
| Qatar |
| 138 |
| 19. | Mozambique |
| 27 |
| 30. | Spain |
| 8 |
| 41. | Pakistan | 1 | |||||||||||
| 9. |
| Turkey |
| 104 |
| 20. | Poland |
| 25 |
| 31. | South Africa |
| 6 |
| 42. | Bahamas | 1 | |||||||||||
| 10. |
| New Zealand |
| 83 |
| 21. | Colombia |
| 25 |
| 32. | Denmark |
| 6 |
| ||||||||||||||
| 11. |
| Finland |
| 83 |
| 22. | Fiji |
| 24 |
| 33. | Ukraine |
| 4 |
|
| Countries Excluded / Number of Employees | |||||||||||||||||||||||||||||
| 1. |
| Angola |
| 478 |
| 11. | Sweden |
| 63 |
| 21. | Poland |
| 23 |
| 31. | Ukraine | 4 | |||||||||||
| 2. |
| Guyana |
| 406 |
| 12. | Finland |
| 62 |
| 22. | Colombia |
| 22 |
| 32. | Micronesia | 3 | |||||||||||
| 3. |
| Mexico |
| 265 |
| 13. | Utd. Arab. Emir. |
| 56 |
| 23. | N. Mariana Islands |
| 17 |
| 33. | Azerbaijan | 3 | |||||||||||
| 4. |
| Egypt |
| 264 |
| 14. | Taiwan |
| 51 |
| 24. | Saudi Arabia |
| 17 |
| 34. | Peru | 3 | |||||||||||
| 5. |
| Equatorial Guinea |
| 219 |
| 15. | Mozambique |
| 38 |
| 25. | South Korea |
| 16 |
| 35. | Luxembourg | 2 | |||||||||||
| 6. |
| Qatar |
| 134 |
| 16. | Guam |
| 31 |
| 26. | Greece |
| 11 |
| 36. | Namibia | 1 | |||||||||||
| 7. |
| Turkey |
| 105 |
| 17. | Kazakhstan |
| 30 |
| 27. | Vietnam |
| 9 |
| 37. | Bahamas | 1 | |||||||||||
| 8. |
| Norway |
| 92 |
| 18. | Fiji |
| 26 |
| 28. | Spain |
| 8 |
| 38. | Iraq | 1 | |||||||||||
| 9. |
| Japan |
| 85 |
| 19. | New Caledonia |
| 25 |
| 29. | Denmark |
| 5 |
| ||||||||||||||
| 10. |
| New Zealand |
| 74 |
| 20. | Cyprus |
| 24 |
| 30. | South Africa |
| 4 |
|
Total number of employees excluded: 3,1262,678
96 | 2024 Proxy Statement |
ADDITIONAL INFORMATION
Other Business
We are not currently aware of any other business to be acted on at the annual meeting. Under the laws of New Jersey, where ExxonMobil is incorporated, no business other than procedural matters may be raised at the meeting unless proper notice has been given to the shareholders. If other business is properly raised, your proxies have authority to vote as they think best, including to adjourn the meeting.
Outstanding Shares
Holders of record of our common stock at the close of business on April 1, 20223, 2024, are entitled to vote at the 20222024 annual meeting of shareholders. On February 28, 2022,29, 2024, there were 4,225,673,7263,958,260,571 shares of common stock outstanding and entitled to vote. Each common share entitles the holder to one vote.
How We Solicit Proxies
We will bear the cost of solicitation of proxies by the Company. In addition to this mailing, ExxonMobil directors, officers, and employees in the ordinary course of their employment, without special compensation other than reimbursement of expenses, may solicit proxies personally, electronically, by telephone, or with additional mailings. We are paying D.F. King & Co.Innisfree a fee of $30,000$40,000 plus expenses to help with the solicitation. We also reimburse brokerage firms, banks, and other intermediaries for their expenses in sending these materials to you and getting your voting instructions.
Shareholder Proposals and Director Nominations for Next Year
Any shareholder proposal for the annual meeting in 20232025 must be sent to the Secretary at the address or fax number of ExxonMobil’s principal executive office or email address listed under Contact Information on page 8. The deadline for receipt of a proposal to be considered for inclusion in the 20232025 proxy statement is 5:00 p.m. Central Time, on December 8, 2022.12, 2024. The deadline for notice of a proposal for which a shareholder will conduct his or her own solicitation is February 21, 2023.25, 2025. Upon request, the Secretary will provide instructions for submitting proposals.
Submissions of nominees for director under the proxy access provisions of our by-laws for the 20232025 annual meeting must be submitted in compliance with those by-laws no later than December 8, 2022,12, 2024, and no earlier than
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November 8, 2022.12, 2024. Notice of a director nomination other than under proxy access must be submitted in compliance with the advance notice provisions of our by-laws no later than January 25, 2023,29, 2025, and no earlier than December 26, 2022.30, 2024.
For the 20222024 annual meeting of shareholders, the ExxonMobil proxy card will be White. ExxonMobil intends to use the White proxy card for its annual meeting next year and for all future shareholder meetings.
Duplicate Annual Reports
Registered Shareholders with multiple accounts may authorize ExxonMobil to discontinue mailing annual reports onfor an account by calling ExxonMobil Shareholder Services at the toll-free telephone number listed on page 8 at any time during the year. Beneficial holders should contact their banks, brokerage firms, or other holders of record to discontinue duplicate mailings. At least one account must continue to receive an annual report. Eliminating these duplicate mailings will not affect receipt of future proxy statements and proxy cards.
Shareholders With the Same Address
If you share an address with one or more ExxonMobil shareholders, you may elect to “household” your proxy mailing. This means you will receive only one set of proxy materials at that address unless one or more shareholders at that address specifically electelects to receive separate mailings. Shareholders who participate in householding will continue to receive separate proxy cards. Householding will not affect dividend check mailings. We will promptly send separate proxy materials to a shareholder at a shared address on request. Shareholders with a shared address may also request us to send separate proxy materials in the future, or to send a single copy in the future, if we are currently sending multiple copies to the same address.
Requests related to householding should be made by calling ExxonMobil Shareholder Services at the telephone number listed on page 8. Beneficial Shareholdersshareholders should request information about householding from their banks, brokers, or other holders of record.
2024 Proxy Statement | 97 |
SEC Form 10-K
Shareholders may obtain a copy of the Corporation’s Annual Report on Form 10-K to the Securities and Exchange Commission without charge by writing to the Secretary at the address listed under Contact Information on page 8, or by visiting ExxonMobil’s website at exxonmobil.com/secfilings.investor.exxonmobil.com/sec-filings.
98 | 2024 Proxy Statement |
EXHIBIT A: Forward-Looking Statements and Frequently Used TermsTerms; Website References
Set forth below is important information concerning forward-looking statements, as well as definitions and additional information for certain key business and financial performance measures, made or referenced in this proxy statement.
Cautionary Statement
Statements related to future events; projections; descriptions of strategic, operating, and financial plans outlooks, targets,and objectives; statements of future ambitions and plans; and other statements of future events or conditions in this report are forward-looking statements. Similarly, discussion of roadmaps or future plans related to carbon capture, transportation and storage, biofuel, hydrogen, lithium and other future plans to reduce emissions and emission intensity of ExxonMobil, its affiliates, companies it is seeking to acquire, and third parties are dependent on future market factors, such as continued technological progress, policy support and timely rule-making and permitting, and represent forward-looking statements.
Actual future results, including financial and operating performance; demand growth and mix,potential earnings, cash flow, dividends or shareholder returns, including the timing and natureamounts of share repurchases; total capital expenditures and mix, including allocations of capital to low carbon investments; realization and maintenance of structural cost reductions and efficiency gains, including the ability to offset inflationary pressure; plans to reduce future marketsemissions and emissions intensity, including ambitions to reach Scope 1 and Scope 2 net zero from operated assets by 2050, to reach Scope 1 and 2 net zero in Upstream Permian Basin unconventional operated assets by 2030 and in Pioneer Permian assets by 2035, to eliminate routine flaring in-line with World Bank Zero Routine Flaring, and to reach near-zero methane emissions from operated assets and other methane initiatives; meeting ExxonMobil’s divestment and start-up plans, and associated project plans as well as technology advances, including the timing and outcome of projects to capture, transport and store CO2, produce hydrogen, produce biofuels, produce lithium, and use plastic waste as feedstock for low emission energy productsadvanced recycling; timely granting of governmental permits and technologies, and our related product sales levels and mix; capital expenditures; cost reductions;certifications; future debt levels and allocation of capital; earnings and cash flow growth and shareholder returns; the ability to meet or exceed announced emission reduction plans and ambitions; resource recoveries; production rates;credit ratings; business and project plans, timing, costs, capacities and capacitiesprofitability; resource recoveries and production rates; and planned Denbury and Pioneer integrated benefits, could differ materially due to a number of factors includingfactors.
These include global or regional changes in the supply orand demand for oil, natural gas, or petrochemicals, and other conditions affecting oil, gas, and petrochemical prices; the pace of recovery from, and the occurrence and severity of future outbreaks, of COVID-19 and the nature of responsive actions; the ability to realize efficiencies within and across our business lines and to maintain cost reductions while protecting our competitive positioning; our ability to recognize and adapt to changes in the global energy system, including the transition to low emission technologies, and to invest on a timely basis in successful future businesses; the outcome and timing of exploration and development projects; timely completion of construction projects; warfeedstocks and other security disturbances; politicalmarket factors, including changes in local, national, or international policies affectingeconomic conditions and seasonal fluctuations that impact prices and differentials for our business and development of appropriate policies to support the energy transition;products; changes in law, or government regulations, includingtaxes, trade sanctions, or policies, such as government policies supporting lower carbon investment opportunities such as the U.S. Inflation Reduction Act and the ability for projects to qualify for the financial incentives available thereunder, the punitive European taxes on the oil and environmental regulations relatinggas sector and unequal support for different technological methods of emissions reduction or evolving, ambiguous and unharmonized standards imposed by various jurisdictions related to the riskssustainability and GHG reporting; variable impacts of climate change; the granting of necessary licensestrading activities on our margins and permits; the outcome of commercial negotiations;results each quarter; actions of competitors and commercial counterparties; actions of consumers including changes in demand preferences; the outcome of research efforts,commercial negotiations, including final agreed terms and conditions; the ability to access debt markets on favorable terms or at all; the occurrence, pace, rate of recovery and effects of public health crises, including the successresponses from governments; reservoir performance, including variability and timing factors applicable to unconventional resources; the level and outcome of collaborative effortsexploration projects and decisions to develop newinvest in future reserves; timely completion of development and other construction projects; final management approval of future projects and any changes in the scope, terms, costs or assumptions of such projects as approved; the actions of government or other actors against our core business activities and acquisitions, divestitures or financing opportunities; war, civil unrest, attacks against the company or industry, and other geopolitical or security disturbances, including disruption of land or sea transportation routes; expropriations, seizure, or capacity, insurance, shipping or export limitations imposed by governments or laws; opportunities for potential acquisitions, investments or divestments and satisfaction of applicable conditions to closing, including timely regulatory approvals; the capture of efficiencies within and between business lines and the ability to maintain near-term cost reductions as ongoing efficiencies; unforeseen technical or operating difficulties and unplanned maintenance; the development and competitiveness of alternative energy technologies,and emission reduction technologies; the results of research programs and the ability to bring new technologies to commercial scale on a cost-competitive basis; the development and competitiveness of alternative energy and emission reduction technologies; unforeseen technical or operating difficulties; and other factors discussed here and in Itemunder “Item 1A. Risk Factors of our most recent Form 10-K. All forward-lookingFactors.”
Forward-looking and other statements regarding environmental and other sustainability efforts and aspirations are not an indication that these statements are material to investors or require disclosure in our filing with the SEC. In
2024 Proxy Statement | 99 |
addition, historical, current, and forward-looking environmental and other sustainability-related statements may be based on management’s knowledgestandards for measuring progress that are still developing, internal controls and reasonable expectations atprocesses that continue to evolve, and assumptions that are subject to change in the timefuture, including future rule-making.
Energy demand models are forward-looking by nature and aim to replicate system dynamics of the global energy system, requiring simplifications. The reference to any scenario in this report, and we assume no dutyincluding any potential net-zero scenarios, does not imply ExxonMobil views any particular scenario as likely to update these statements asoccur. In addition, energy demand scenarios require assumptions on a variety of parameters. As such, the outcome of any given scenario using an energy demand model comes with a high degree of uncertainty. Third-party scenarios discussed in this report reflect the modeling assumptions and outputs of their respective authors, not ExxonMobil, and their use by ExxonMobil is not an endorsement by ExxonMobil of their underlying assumptions, likelihood or probability. Investment decisions are made on the basis of ExxonMobil’s separate planning process. Any use of the modeling of a third-party organization within this report does not constitute or imply an endorsement by ExxonMobil of any or all of the positions or activities of such organization.
Actions needed to advance ExxonMobil’s 2030 greenhouse gas emission-reductions plans are incorporated into its medium-term business plans, which are updated annually. The reference case for planning beyond 2030 is based on the Company’s Global Outlook research and publication. The Outlook is reflective of the existing global policy environment and an assumption of increasing policy stringency and technology improvement to 2050. However, the Global Outlook does not attempt to project the degree of required future date.policy and technology advancement and deployment for the world, or ExxonMobil, to meet net zero by 2050. As future policies and technology advancements emerge, they will be incorporated into the Outlook, and the Company’s business plans will be updated accordingly. References to projects or opportunities may not reflect investment decisions made by the Corporation or its affiliates. Individual projects or opportunities may advance based on a number of factors, including availability of supportive policy, permitting, technological advancement for cost-effective abatement, insights from the company planning process, and alignment with our partners and other stakeholders. Capital investment guidance in lower-emission investments is based on our corporate plan; however, actual investment levels will be subject to the availability of the opportunity set, public policy support, and focused on returns.
AsThe term “project” as used in this publication, references to “recoverable resource” and similar terms include quantities of oil and gas that are not yet classified as proved reserves under SEC definitions but that are expected to be ultimately recoverable. “Industry” refers to publicly traded international energy companies. The term “project”report can refer to a variety of different activities and does not necessarily have the same meaning as in any government payment transparency reports. Unless otherwise specified, data shown is for 2021. Prior years’ data have been reclassified in certain cases
Earnings exclude identified items and are adjusted to conform2022 $60/bbl real Brent and 10-year average Energy, Chemical, and Specialty Product margins, which refer to the 2021 presentation basis. Unless otherwise stated, resources, production rates,average of annual margins from 2010-2019. Earnings also exclude any impacts of Pioneer and project capacitiesinclude Denbury as of November 2, 2023.
This proxy statement references the internet addresses of a variety of publications and other materials available on ExxonMobil’s website. These references are gross. References to “emissions” refer to energy-related emissions.provided solely for the information of interested shareholders and are not incorporated by reference in this proxy statement. The Company takes no responsibility for information, including information on the internet, provided or cited by proponents in their shareholder proposals or supporting statements included in this proxy statement.
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Cash Flow From Operations and Asset Sales(Non-GAAP)
Cash flow from operations and asset sales is the sum of the net cash provided by operating activities and proceeds associated with sales of subsidiaries, property, plant and equipment, and sales and returns of investments from the Consolidated Statement of Cash Flows. This cash flow reflects the total sources of cash both from operating the Corporation’s assets and from the divesting of assets. The Corporation employs a long-standing and regular disciplined review process to ensure that assets are contributing to the Corporation’s strategic objectives. Assets are divested when they are no longer meeting these objectives or are worth considerably more to others. Because of the regular nature of this activity, we believe it is useful for investors to consider proceeds associated with asset sales together with cash provided by operating activities when evaluating cash available for investment in the business and financing activities, including shareholder distributions.
Cash Flow From Operations and Asset Sales | 2021 | 2020 | 2019 | |||||||||||||||||||||
(millions of dollars) | ||||||||||||||||||||||||
Cash Flow From Operations and Asset Sales | ||||||||||||||||||||||||
Cash Flow From Operations and Asset Sales | ||||||||||||||||||||||||
Cash Flow From Operations and Asset Sales | 2023 | 2022 | 2021 | |||||||||||||||||||||
(millions of dollars) | ||||||||||||||||||||||||
Net cash provided by operating activities | 48,129 | 14,668 | 29,716 | 55,369 | 76,797 | 48,129 | ||||||||||||||||||
Proceeds associated with sales of subsidiaries, property, plant and equipment, and sales and returns of investments | 3,176 | 999 | 3,692 | 4,078 | 5,247 | 3,176 | ||||||||||||||||||
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Cash flow from operations and asset sales | 51,305 | 15,667 | 33,408 | |||||||||||||||||||||
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Cash flow from operations and asset sales (Non-GAAP) | 59,447 | 82,044 | 51,305 |
Capital Employed(Non-GAAP)
Capital employed is a measure of net investment. When viewed from the perspective of how the capital is used by the businesses, it includes ExxonMobil’s net share of property, plant and equipment and other assets less liabilities, excluding both short-term and long-term debt. When viewed from the perspective of the sources of capital employed in total for the Corporation, it includes ExxonMobil’s share of total debt and equity. Both of these views include ExxonMobil’s share of amounts applicable to equity companies, which the Corporation believes should be included to provide a more comprehensive measure of capital employed.
Capital Employed | 2021 | 2020 | 2019 | |||||||||||||||||||||
(millions of dollars) | ||||||||||||||||||||||||
Capital Employed | ||||||||||||||||||||||||
Capital Employed | ||||||||||||||||||||||||
Capital Employed | 2023 | 2022 | 2021 | |||||||||||||||||||||
(millions of dollars) | ||||||||||||||||||||||||
Business uses: asset and liability perspective | ||||||||||||||||||||||||
Total assets | 338,741 | 332,750 | 362,597 | 376,317 | 369,067 | 338,923 | ||||||||||||||||||
Less liabilities and noncontrolling interests share of assets and liabilities | ||||||||||||||||||||||||
Total current liabilities excluding notes and loans payable | (52,367 | ) | (35,905 | ) | (43,411 | ) | (61,226) | (68,411) | (52,367) | |||||||||||||||
Total long-term liabilities excluding long-term debt | (62,987 | ) | (65,075 | ) | (73,328 | ) | (60,980) | (56,990) | (63,169) | |||||||||||||||
Noncontrolling interests share of assets and liabilities | (8,746 | ) | (8,773 | ) | (8,839 | ) | (8,878) | (9,205) | (8,746) | |||||||||||||||
Add ExxonMobil share of debt-financed equity company net assets | 4,001 | 4,140 | 3,906 | 3,481 | 3,705 | 4,001 | ||||||||||||||||||
Total capital employed (Non-GAAP) | 248,714 | 238,166 | 218,642 | |||||||||||||||||||||
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Total capital employed | 218,642 | 227,137 | 240,925 | |||||||||||||||||||||
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Total corporate sources: debt and equity perspective | ||||||||||||||||||||||||
Total corporate sources: debt and equity perspective | ||||||||||||||||||||||||
Total corporate sources: debt and equity perspective | ||||||||||||||||||||||||
Total corporate sources: debt and equity perspective | ||||||||||||||||||||||||
Notes and loans payable | 4,276 | 20,458 | 20,578 | 4,090 | 634 | 4,276 | ||||||||||||||||||
Long-term debt | 43,428 | 47,182 | 26,342 | 37,483 | 40,559 | 43,428 | ||||||||||||||||||
ExxonMobil share of equity | 168,577 | 157,150 | 191,650 | 204,802 | 195,049 | 168,577 | ||||||||||||||||||
Less noncontrolling interests share of total debt | (1,640 | ) | (1,793 | ) | (1,551 | ) | (1,142) | (1,781) | (1,640) | |||||||||||||||
Add ExxonMobil share of equity company debt | 4,001 | 4,140 | 3,906 | 3,481 | 3,705 | 4,001 | ||||||||||||||||||
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Total capital employed | 218,642 | 227,137 | 240,925 | |||||||||||||||||||||
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Total capital employed (Non-GAAP) | 248,714 | 238,166 | 218,642 |
Return on Average Capital Employed(Non-GAAP)
Return on average capital employed (ROCE) is a performance measure ratio. From the perspective of the business segments, ROCE is annual business segment earnings divided by average business segment capital employed (average of beginning and end-of-year amounts). These segment earnings include ExxonMobil’s share of segment earnings of equity companies, consistent with our capital employed definition, and exclude the cost of financing. The Corporation’s total ROCE is net income attributable to ExxonMobil excluding the after-tax cost of financing, divided by total corporate average capital employed. The Corporation has consistently applied its ROCE definition for many years and views it as a meaningful measureone of the best measures of historical capital productivity in our capital-intensive, long-term industry. Additional measures, which are more cash flow based, are used to make investment decisions.
Return on Average Capital Employed | 2021 | 2020 | 2019 | |||||||||||||||||||||
(millions of dollars) | ||||||||||||||||||||||||
Return on Average Capital Employed | ||||||||||||||||||||||||
Return on Average Capital Employed | ||||||||||||||||||||||||
Return on Average Capital Employed | 2023 | 2022 | 2021 | |||||||||||||||||||||
(millions of dollars) | ||||||||||||||||||||||||
Net income (loss) attributable to ExxonMobil | 23,040 | (22,440 | ) | 14,340 | 36,010 | 55,740 | 23,040 | |||||||||||||||||
Financing costs (after tax) | ||||||||||||||||||||||||
Financing costs (after-tax) | ||||||||||||||||||||||||
Gross third-party debt | (1,196 | ) | (1,272 | ) | (1,075 | ) | (1,175) | (1,213) | (1,196) | |||||||||||||||
ExxonMobil share of equity companies | (170 | ) | (182 | ) | (207 | ) | (307) | (198) | (170) | |||||||||||||||
All other financing costs – net | 11 | 666 | 141 | 931 | 276 | 11 | ||||||||||||||||||
Total financing costs | (551) | (1,135) | (1,355) | |||||||||||||||||||||
Earnings (loss) excluding financing costs (Non-GAAP) | 36,561 | 56,875 | 24,395 | |||||||||||||||||||||
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Total financing costs | (1,355 | ) | (788 | ) | (1,141 | ) | ||||||||||||||||||
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Earnings (loss) excluding financing costs | 24,395 | (21,652 | ) | 15,481 | ||||||||||||||||||||
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Average capital employed | 222,890 | 234,031 | 236,603 | |||||||||||||||||||||
Return on average capital employed – corporate total | 10.9 | % | (9.3 | )% | 6.5 | % | ||||||||||||||||||
Average capital employed (Non-GAAP) | ||||||||||||||||||||||||
Average capital employed (Non-GAAP) | ||||||||||||||||||||||||
Average capital employed (Non-GAAP) | ||||||||||||||||||||||||
Average capital employed (Non-GAAP) | 243,440 | 228,404 | 222,890 | |||||||||||||||||||||
Return on average capital employed – corporate total (Non-GAAP) | 15.0% | 24.9% | 10.9% |
Structural Cost Savings
Structural cost savings describe decreases in the below expensescash opex excluding energy and production taxes as a result of operational efficiencies, workforce reductions, and other cost saving measures that are expected to be sustainable compared to 2019 levels. Relative to 2019, estimated cumulative annual structural cost savings totaled $4.9 billion, of which $1.9 billion was achieved in 2021.$9.7 billion. The total change between periods in expenses below will reflect both structural cost savings and other changes in spend, including market factors, such as energy costs, inflation and foreign exchange impacts, as well as changes in activity levels and costs associated with new operations. Estimates of cumulative annual structural savings may be revised depending on whether cost reductions realized in prior periods are determined to be sustainable compared to 2019 levels. Structural cost savings are stewarded internally to support management’s oversight of spending over time. This measure is useful for investors to understand the Corporation’s efforts to optimize spending through disciplined expense management.
Structural Cost Savings | 2021 | 2020 | 2019 | ||||||||||||||||||||||||||||||||
(millions of dollars) | |||||||||||||||||||||||||||||||||||
Subset of total costs and other deductions | |||||||||||||||||||||||||||||||||||
Calculation of Structural Cost Savings | 2019 | 2023 | |||||||||||||||||||||||||||||||||
(billions of dollars) | |||||||||||||||||||||||||||||||||||
Components of Operating Costs | |||||||||||||||||||||||||||||||||||
From ExxonMobil’s Consolidated Statement of Income (U.S. GAAP) | |||||||||||||||||||||||||||||||||||
Production and manufacturing expenses | 36,035 | 30,431 | 36,826 | 36.8 | 36.9 | ||||||||||||||||||||||||||||||
Selling, general and administrative expenses | 9,574 | 10,168 | 11,398 | 11.4 | 9.9 | ||||||||||||||||||||||||||||||
Depreciation and depletion (includes impairments) | 19.0 | 20.6 | |||||||||||||||||||||||||||||||||
Exploration expenses, including dry holes | 1,054 | 1,285 | 1,269 | 1.3 | 0.8 | ||||||||||||||||||||||||||||||
Non-service pension and postretirement benefit expense | 1.2 | 0.7 | |||||||||||||||||||||||||||||||||
Subtotal | 69.7 | 68.9 | |||||||||||||||||||||||||||||||||
ExxonMobil’s share of equity company expenses (Non-GAAP) | 9.1 | 10.5 | |||||||||||||||||||||||||||||||||
Total Adjusted Operating Costs (Non-GAAP) | 78.8 | 79.4 | |||||||||||||||||||||||||||||||||
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| ||||||||||||||||||||||||||||||||||
Total | 46,663 | 41,884 | 49,493 | ||||||||||||||||||||||||||||||||
Less: | |||||||||||||||||||||||||||||||||||
Less: | |||||||||||||||||||||||||||||||||||
Less: | |||||||||||||||||||||||||||||||||||
Less: | |||||||||||||||||||||||||||||||||||
Depreciation and depletion (includes impairments) | 19.0 | 20.6 | |||||||||||||||||||||||||||||||||
Non-service pension and postretirement benefit expense | 1.2 | 0.7 | |||||||||||||||||||||||||||||||||
Other adjustments (includes equity company depreciation and depletion) | 3.6 | 3.7 | |||||||||||||||||||||||||||||||||
Total Cash Operating Expenses (Cash Opex) (Non-GAAP) | 55.0 | 54.4 | |||||||||||||||||||||||||||||||||
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Energy and production taxes (Non-GAAP) | |||||||||||||||||||||||||||||||||||
Energy and production taxes (Non-GAAP) | |||||||||||||||||||||||||||||||||||
Energy and production taxes (Non-GAAP) | |||||||||||||||||||||||||||||||||||
Energy and production taxes (Non-GAAP) | 11.0 | 14.9 | |||||||||||||||||||||||||||||||||
Total Cash Operating Expenses (Cash Opex) excluding Energy and Production Taxes (Non-GAAP) | 44.0 | +3.6 | +1.6 | -9.7 | 39.5 |
|
Earnings (loss) excluding Identified Items (Non-GAAP)
Earnings (loss) excluding Identified Items, are earnings (loss) excluding individually significant non-operational events with, typically, an absolute corporate total earnings impact of at least $250 million in a given quarter. The earnings (loss) impact of an Identified Item for an individual segment in a given quarter may be less than $250 million when the item impacts several segments or several periods. Management uses these figures to improve comparability of the underlying business across multiple periods by isolating and removing significant non-operational events from business results. The Corporation believes this view provides investors increased transparency into business results and trends and provides investors with a view of the business as seen through the eyes of management. Earnings (loss) excluding Identified Items is not meant to be viewed in isolation or as a substitute for net income (loss) attributable to ExxonMobil as prepared in accordance with U.S. GAAP.
Upstream | 2023 | 2022 | 2021 | |||||||||||||||||||||||||||||||||
(millions of dollars) | U.S. | Non-U.S. | Total | U.S. | Non-U.S. | Total | U.S. | Non-U.S. | Total | |||||||||||||||||||||||||||
Earnings (loss) (U.S. GAAP) | 4,202 | 17,106 | 21,308 | 11,728 | 24,751 | 36,479 | 3,663 | 12,112 | 15,775 | |||||||||||||||||||||||||||
Impairments | (1,978) | (686) | (2,664) | — | (3,790) | (3,790) | (263) | (489) | (752) | |||||||||||||||||||||||||||
Gain/(loss) on sale of assets | 305 | — | 305 | 299 | 587 | 886 | — | 459 | 459 | |||||||||||||||||||||||||||
Tax-related items | 184 | (126) | 58 | — | (1,415) | (1,415) | — | — | — | |||||||||||||||||||||||||||
Contractual provisions | — | — | — | — | — | — | — | (250) | (250) | |||||||||||||||||||||||||||
Other | — | — | — | — | 1,380 | 1,380 | — | — | — | |||||||||||||||||||||||||||
Identified Items | (1,489) | (812) | (2,301) | 299 | (3,238) | (2,939) | (263) | (280) | (543) | |||||||||||||||||||||||||||
Earnings (loss) excluding Identified Items (Non-GAAP) | 5,691 | 17,918 | 23,609 | 11,429 | 27,989 | 39,418 | 3,926 | 12,392 | 16,318 |
Energy Products | 2023 | 2022 | 2021 | |||||||||||||||||||||||||||||||||
(millions of dollars) | U.S. | Non-U.S. | Total | U.S. | Non-U.S. | Total | U.S. | Non-U.S. | Total | |||||||||||||||||||||||||||
Earnings (loss) (U.S. GAAP) | 6,123 | 6,019 | 12,142 | 8,340 | 6,626 | 14,966 | 668 | (1,014) | (347) | |||||||||||||||||||||||||||
Impairments | — | — | — | (58) | (216) | (274) | — | — | — | |||||||||||||||||||||||||||
Tax-related items | 192 | (48) | 144 | — | (410) | (410) | — | — | — | |||||||||||||||||||||||||||
Identified Items | 192 | (48) | 144 | (58) | (626) | (684) | — | — | — | |||||||||||||||||||||||||||
Earnings (loss) excluding Identified Items (Non-GAAP) | 5,931 | 6,067 | 11,998 | 8,398 | 7,252 | 15,650 | 668 | (1,014) | (347) |
Chemical Products | 2023 | 2022 | 2021 | |||||||||||||||||||||||||||||||||
(millions of dollars) | U.S. | Non-U.S. | Total | U.S. | Non-U.S. | Total | U.S. | Non-U.S. | Total | |||||||||||||||||||||||||||
Earnings (loss) (U.S. GAAP) | 1,626 | 11 | 1,637 | 2,328 | 1,215 | 3,543 | 3,697 | 3,292 | 6,989 | |||||||||||||||||||||||||||
Impairments | (21) | (273) | (294) | — | — | — | — | — | — | |||||||||||||||||||||||||||
Tax-related items | 53 | — | 53 | — | — | — | — | — | — | |||||||||||||||||||||||||||
Other | — | (147) | (147) | — | — | — | — | — | — | |||||||||||||||||||||||||||
Identified Items | 32 | (420) | (388) | — | — | — | — | — | — | |||||||||||||||||||||||||||
Earnings (loss) excluding Identified Items (Non-GAAP) | 1,594 | 431 | 2,025 | 2,328 | 1,215 | 3,543 | 3,697 | 3,292 | 6,989 |
2024 Proxy Statement | 103 |
Specialty Products | 2023 | 2022 | 2021 | |||||||||||||||||||||||||||||||||
(millions of dollars) | U.S. | Non-U.S. | Total | U.S. | Non-U.S. | Total | U.S. | Non-U.S. | Total | |||||||||||||||||||||||||||
Earnings (loss) (U.S. GAAP) | 1,536 | 1,178 | 2,714 | 1,190 | 1,225 | 2,415 | 1,452 | 1,807 | 3,259 | |||||||||||||||||||||||||||
Impairments | — | (82) | (82) | — | (40) | (40) | — | — | — | |||||||||||||||||||||||||||
Gain/(loss) on sale of assets | — | — | — | — | — | — | 498 | 136 | 634 | |||||||||||||||||||||||||||
Tax-related items | 12 | 5 | 17 | — | — | — | — | — | — | |||||||||||||||||||||||||||
Other | — | (28) | (28) | — | — | — | — | — | — | |||||||||||||||||||||||||||
Identified Items | 12 | (105) | (93) | — | (40) | (40) | 498 | 136 | 634 | |||||||||||||||||||||||||||
Earnings (loss) excluding Identified Items (Non-GAAP) | 1,524 | 1,283 | 2,807 | 1,190 | 1,265 | 2,455 | 954 | 1,672 | 2,625 |
Corporate and Financing | 2023 | 2022 | 2021 | |||||||||
(millions of dollars) | ||||||||||||
Earnings (loss) (U.S. GAAP) | (1,791) | (1,663) | (2,636) | |||||||||
Impairments | — | (98) | — | |||||||||
Gain/(loss) on sale of assets | — | — | (12) | |||||||||
Tax-related items | 76 | 324 | — | |||||||||
Severance charges | — | — | (52) | |||||||||
Other | — | 76 | — | |||||||||
Identified Items | 76 | 302 | (64) | |||||||||
Earnings (loss) excluding Identified Items (Non-GAAP) | (1,867) | (1,965) | (2,572) |
Corporate Total | 2023 | 2022 | 2021 | |||||||||
(millions of dollars) | ||||||||||||
Net income (loss) attributable to ExxonMobil (U.S. GAAP) | 36,010 | 55,740 | 23,040 | |||||||||
Impairments | (3,040) | (4,202) | (752) | |||||||||
Gain/(loss) on sale of assets | 305 | 886 | 1,081 | |||||||||
Tax-related items | 348 | (1,501) | — | |||||||||
Severance charges | — | — | (52) | |||||||||
Contractual provisions | — | — | (250) | |||||||||
Other | (175) | 1,456 | — | |||||||||
Identified Items | (2,562) | (3,361) | 27 | |||||||||
Earnings (loss) excluding Identified Items (Non-GAAP) | 38,572 | 59,101 | 23,013 |
References in this discussion to Corporate earnings (loss) mean net income (loss) attributable to ExxonMobil (U.S. GAAP) from the Consolidated Statement of Income. Unless otherwise indicated, references to earnings (loss), Upstream, Energy Products, Chemical Products, Specialty Products, and Corporate and Financing earnings (loss), and earnings (loss) per share are ExxonMobil’s share after excluding amounts attributable to noncontrolling interests.
Due to rounding, numbers presented may not add up precisely to the totals indicated.
104 | 2024 Proxy Statement |
Printed entirely on recycled paper |
EXXONMOBIL VOTE ADAM SAMPLE 1000000 DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 C123456789 000001ADAM SAMPLE1234 S. ILLINOIS ST.APT 123MMMMMMMMM LYNN MA 01901YOURYOUR VOTE IS IMPORTANTUse oneIMPORTANT The meeting will be held on May 29, 2024, at 9:30 a.m. (Central Time). All votes must be received by closing of the options below to submit your vote electronically. SCANpolls at the QR code or visit www.envisionreports.com/xom to vote your shares CALL 1-800-652-VOTE (8683) within the US, its territories, and Canada 1234 5678 9012 345 2022meeting. 2024 ANNUAL MEETING —– PROXY CARD Attend the meeting on May 29, 2024, at 9:30 a.m. (Central Time), virtually atwww.virtualshareholdermeeting.com/XOM2024. Go toenvisionreports.com/XOM for instructions. IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. THE BOARD OF DIRECTORS RECOMMENDRECOMMENDS A VOTE AGAINST PROPOSALS 4 THROUGH 7: THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED: 1. Election2. Ratification of Directors (page 9):Independent Auditors3. Advisory Vote to Approve Executive Compensation For Against Abstain 01—Michael J. Angelakis 04—Ursula M. Burns 07—Joseph L. Hooley 10—Jeffrey W. Ubben 02—Susan K. Avery 05—Gregory J. Goff 08—Steven A. Kandarian 11—Darren W. Woods For Against Abstain 03—Angela F. Braly 06—Kaisa H. Hietala 09—Alexander A. Karsner For Against Abstain THE BOARD OF DIRECTORS RECOMMENDRECOMMENDS A VOTE FOR PROPOSALS 2 AND 3: 2. Ratification4. Revisit Executive Pay Incentives for GHG Emission Reductions5. Additional Pay Report on Gender and Racial BasisForAgainstAbstainForAgainstAbstain01 - Michael J. Angelakis02 - Angela F. Braly1. Election of Independent Auditors (page 35)Directors: For Against Abstain 3. Advisory Vote to Approve Executive Compensation (page 36) For Against Abstain THE BOARD OF DIRECTORS RECOMMEND A VOTE AGAINST SHAREHOLDER PROPOSALS 4 THROUGH 10: 4. Remove Executive Perquisites (page 69)03 - Gregory J. GoffForAgainstAbstain04 - John D. Harris II05 - Kaisa H. Hietala06 - Joseph L. Hooley07 - Steven A. Kandarian08 - Alexander A. Karsner09 - Lawrence W. Kellner10 - Dina Powell McCormick11 - Jeffrey W. Ubben12 - Darren W. Woods 6. Reduce Company Emissions and Hydrocarbon Sales (page 71)8. Report on Scenario Analysis (page 75) 10. Report on Political Contributions (page 80) For Against Abstain 5. Limit Shareholder Rights for Proposal Submission (page 70) 7. Report on Low Carbon Business Planning (page 73) 9. Report on Plastic Production (page 78) For Against Abstain C 1234567890 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE ANDUnder SCS Scenario7. Additional Social Impact Report C1234567890 1PCF JNI 03XH4M+ 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext000000000.000000 ext 000000000.000000 ext 000000000.000000 ext
ATTEND the virtual meeting on May 25, 202229, 2024, at 9:30 a.m. Central Time. Go(Central Time).Go to www. envisionreports.com/xomXOM for instructions. YOUR VOTE MATTERS • Have‰Have a voice • Stay‰Stay informed • Keep‰Keep your account active VOTE NOW GoTHANK YOU Exxon Mobil will make a $1 donation to www. envisionreports.com/ xom to vote your shares now.Khan Academy® for every retail shareholder account that votes. SAVE TIME AND PAPER ChoosePAPERAND TIME...Choose to receive future proxy materials electronically when you vote onlineenroll at www.envisionreports.com/xom.envisionreports.com/XOM. IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 20222024 ANNUAL MEETING —– PROXY CARD PROXYCARDPROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING — WEDNESDAY, MAY 25, 202229, 2024,AT 9:30 A.M. CENTRAL TIME The undersigned hereby appoints and instructs the appropriate account trustee(s), if any, to appoint Michael J. Angelakis, Ursula M. Burns, Kenneth C. Frazier, Gregory J. Goff, Joseph L. Hooley, Steven A. Kandarian, and Darren W. Woods, or each or any of them, with power of substitution, proxies to act and vote shares of common stock of the undersigned at the 20222024 annual meeting of shareholders of Exxon Mobil Corporation and at any adjournments thereof, as indicated, upon all matters referred to on the reverse side and described in the proxy statement for the meeting and, at their discretion, upon any other matters that may properly come before the meeting. This proxy covers shares of ExxonMobil common stock registered in the name of the undersigned (whether certificated or book entry) and shares held in the name of the undersigned in the Computershare Investment Plan. This card also provides voting instructions to the applicable trustees for any shares held in the name of the undersigned in the ExxonMobil Savings Plan. Voting instructions for shares held in the ExxonMobil Savings Plan and/or a Computershare Investment Plan IRA.must be received by May 23, 2024, at 4:00 p.m. (Central Time). If no other indication is made on the reverse side of this form, the proxies/trustees shall vote: (a) for the election of the director nominees; and (b) in accordance with the recommendationsthere commendations of the Board of Directors on the other matters referred to on the reverse side. NON-VOTING ITEMS Change of Address — Please print new address below. Comments — Please print your comments below. AUTHORIZED SIGNATURES — THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO COUNT; PLEASE DATE AND SIGN BELOW. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.