DEF 14A of Occidental Petroleum Corp /De/
Filed Mar 21, 2024 · FY20230000797468-24-000075
Table of Contents
| Executive Compensation Tables | 56 | | Summary Compensation | 56 | | Grants of Plan-Based Awards | 57 | | Outstanding Equity Awards | 58 | | Stock Vested in 2023 | 60 | | Nonqualified Deferred Compensation | 60 | | Executive Severance and Change in Control | 61 | | Potential Payments upon Termination or Change in Control | 63 | | Pay vs. Performance | 66 | | Financial Performance Measures | 67 | | Analysis of the Information Presented in the Pay versus Performance Table | 67 | | Pay Ratio | 68 | | PROPOSAL 3 | | | RATIFICATION OF SELECTION OF KPMG AS OCCIDENTAL’S INDEPENDENT AUDITOR | 69 | | Audit Related Matters | 69 | | Ratification of Selection of Independent Auditor | 70 | | Report of the Audit Committee | 70 | | PROPOSAL 4 | | | SHAREHOLDER PROPOSAL REQUESTING AN ANNUAL REPORT ON LOBBYING | 71 | | The Board of Directors’ Statement in Opposition | 72 | | Security Ownership | 74 | | Certain Beneficial Owners and Management | 74 | | Questions and Answers About the Annual Meeting and Voting | 76 | | General Information | 79 | | Information Available Online | 79 | | Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 2, 2024 | 79 | | Voting Instructions and Information | 79 | | Shareholder Proposals for the 2025 Annual Meeting | 80 | | Director Nominations for the 2025 Annual Meeting | 81 | | Forward-Looking Statements | 82 | | ANNEX A: Reconciliations to GAAP | 83 |
Director Nominees and Composition Highlights
Director Nominees and Composition Highlights Our Board’s director nominees bring varying perspectives to the boardroom by virtue of their diverse backgrounds and experiences, qualifications, skills, genders, ethnicities and tenures on the Board. To better convey the well-roundedness of our Board’s director nominees, we have included a skills matrix on page 20 that identifies the core competencies of each of our Board’s director nominees that contributed to his or her nomination to the Board.
Director Nominees and Composition Highlights
| | | | | | JACK B. MOORE Former President and Chief Executive Officer, Cameron International INDEPENDENT CHAIRMAN SINCE: 2022 DIRECTOR SINCE: 2016 COMMITTEE MEMBERSHIP: | VICKY A. BAILEY Former Assistant Secretary, Domestic Policy and International Affairs, U.S. Department of Energy President, Anderson Stratton International, LLC DIRECTOR SINCE: 2022 COMMITTEE MEMBERSHIP: | ANDREW GOULD Former Chairman and Chief Executive Officer, Schlumberger DIRECTOR SINCE: 2020 COMMITTEE MEMBERSHIP: | CARLOS M. GUTIERREZ Co-Founder, Executive Chairman and CEO, EmPath, Inc. DIRECTOR SINCE: 2009 COMMITTEE MEMBERSHIP: | | | | | | | VICKI HOLLUB President and Chief Executive Officer, Occidental DIRECTOR SINCE: 2015 | WILLIAM R. KLESSE Former Chief Executive Officer and Chairman of the Board, Valero Energy DIRECTOR SINCE: 2013 COMMITTEE MEMBERSHIP: | CLAIRE O’NEILL Former Member of Parliament and Minister for Energy and Clean Growth (UK Govt) DIRECTOR SINCE: 2023 COMMITTEE MEMBERSHIP: | AVEDICK B. POLADIAN Former Executive Vice President and Chief Operating Officer, Lowe Enterprises DIRECTOR SINCE: 2008 COMMITTEE MEMBERSHIP: | | | | | | | | | BOARD COMMITTEES: | | | | | | Audit | | KENNETH B. ROBINSON Former Senior Vice President of Audit and Controls, Exelon Corporation DIRECTOR SINCE: 2023 COMMITTEE MEMBERSHIP: | ROBERT M. SHEARER Former Managing Director, BlackRock Advisors, LLC DIRECTOR SINCE: 2019 COMMITTEE MEMBERSHIP: | | Corporate Governance and Nominating | | | | | Environmental, Health and Safety | | | | | Executive Compensation | | | | | Sustainability and Shareholder Engagement | | | | ● Chair ● Member | |
Director Nominees and Composition Highlights
Table of Contents Proxy Statement Summary
Director Nominees and Composition Highlights
| 2024 Proxy Statement | | | | 9 |
Director Nominees and Composition Highlights
| INDEPENDENCE |
Director Nominees and Composition Highlights
| Corporate Governance Highlights | | RELATING TO THE BOARD ►Independent Chairman of the Board ►Annual elections of the entire Board by a majority of votes cast (for uncontested elections) ►Mandatory resignation if a majority vote is not received (for uncontested elections) ►Demonstrated commitment to Board refreshment ►Tenure policy that seeks to maintain an average tenure of 10 years or less for non-employee directors ►Board committees composed entirely of independent directors ►Meaningful director stock ownership guidelines (6x annual cash retainer) with holding requirement ►Annual evaluations of the Board, each committee and individual directors ►One meeting dedicated to strategy discussions every year with an expanded management group, in addition to ongoing strategy oversight | | RELATING TO SHAREHOLDER RIGHTS ►Ability of shareholders to call a special meeting at a 15% threshold ►Ability of shareholders to propose an action by written consent at a 15% threshold ►Shareholder right to proxy access (3% for 3 years, up to 20% of the Board)(1) ►Confidential Voting Policy ►Nominating Policy to consider properly submitted shareholder-recommended director nominees ►No supermajority voting requirements ►Active independent director participation in and oversight of the shareholder engagement program | | (1)For more information, see "Corporate Governance - Director Selection and Recruitment - Proxy Access for Shareholder Nominated Director Candidates" on page 24. |
Director Nominees and Composition Highlights
Table of Contents Proxy Statement Summary
Director Nominees and Composition Highlights
| | | | 10 | |
Director Nominees and Composition Highlights
Occidental’s governance policies require that independent directors comprise at least two-thirds of the members of the Board (a policy that exceeds New York Stock Exchange (NYSE) requirements). The Board has affirmatively determined that each of our Board’s director nominees, other than Ms. Hollub, is independent.
DIRECTORS
DIRECTORS
THE BOARD OF
THE BOARD OF
DIRECTORS
DIRECTORS
RECOMMENDS A
RECOMMENDS A
VOTE “FOR” EACH
VOTE “FOR” EACH
OF THE DIRECTOR
OF THE DIRECTOR NOMINEES.
About the Director Nominees
About the Director Nominees All of the nominees are currently directors of Occidental who were elected by shareholders at the 2023 Annual Meeting. Biographical information with respect to each of our Board’s director nominees, together with a list of the core competencies that contributed to the determination that such person should serve as a director, is presented below. An overview of the core competencies of each of our Board’s director nominees is featured in a skills matrix on page 20.
About the Director Nominees
| JACK B. MOORE | | | | | | | | | INDEPENDENT Age: 70 Chairman Since: 2022 Director Since: 2016 Board Committees: Compensation (Chair); Governance Current Public Company Directorships: KBR Inc. ProPetro Holding Corp. Former Public Company Directorships (within the last 5 years): Rowan Companies plc | Director Qualifications Mr. Moore served as President and Chief Executive Officer of Cameron International Corporation from April 2008 to October 2015 and served as Chairman of the Board of Cameron from May 2011 until it was acquired by Schlumberger in 2016. Mr. Moore served as Cameron’s President and Chief Operating Officer from January 2007 to April 2008. Mr. Moore joined Cameron in 1999 and, prior to that, held various management positions at Baker Hughes, where he was employed for over 20 years. Mr. Moore is a partner at Genesis Investments. He currently serves on The University of Houston System Board of Regents. Mr. Moore is a graduate of the University of Houston with a B.B.A. degree and attended the Advanced Management Program at Harvard Business School. Before his election as our Independent Chairman in 2022, Mr. Moore served as Independent Vice Chairman from September 2019 until his election as Independent Chairman. | | | | | | | | | Core Competencies | | | | | | | | | | | | | | | | | | Environmental, Health, Safety & Sustainability | Executive Compensation | Financial Reporting/ Accounting Experience | Industry Background | International Experience | Public Company Executive Experience | Risk Management |
About the Director Nominees
| VICKY A. BAILEY | | | | | | | | | INDEPENDENT Age: 71 Director Since: 2022 Board Committees: Governance; Sustainability Current Public Company Directorships: Equitrans Midstream Corp. PNM Resources, Inc. Former Public Company Directorships (within the last 5 years): Cheniere Energy, Inc. | Director Qualifications Ms. Bailey has been President of Anderson Stratton International, LLC (ASI), a strategic consulting and government relations entity, since November 2005 and is a former equity partner of BHMM Energy Services, LLC (2006-2013), a certified minority-owned energy facility management company. Before being President of ASI, Ms. Bailey was a partner with Bennett Johnston & Associates, LLC, a public relations firm in Washington, D.C. (2004-2005). Ms. Bailey served as Assistant Secretary, U.S. Department of Energy for both Domestic Policy and International Affairs from 2001 to 2004. In the aftermath of September 11th, she was co-chair of several bilateral international energy working groups with the goal of implementing our national energy policy and strengthening our relationships with other nations to foster energy security. Also, in this role, she served as Vice Chair and the U.S. representative to the International Energy Agency, working with all energy-producing nations. Notably the International Energy Forum (IEF) was established in Riyadh, Saudi Arabia during her time as Assistant Secretary. Domestically, Ms. Bailey oversaw the development and implementation of energy policy in the areas of clean coal technologies, nuclear power, crude oil production, natural gas development and LNG production. Previously, she was the President of PSI Energy, Inc., Indiana’s largest electric utility and a subsidiary of Cinergy Corp. (now Duke Energy). From 1993 to 2000, she was appointed as a Commissioner, Federal Energy Regulatory Commission (FERC), and from 1986 to 1993, she served as a Commissioner, Indiana Utility Regulatory Commission (IURC). Ms. Bailey was a trustee of the North American Electric Reliability Corporation (NERC) from 2010 to 2013. In addition to her public company board service, Ms. Bailey serves as a director of Battelle Memorial Institute, a private nonprofit applied science, technology and research organization that has a management role at several of the U.S. national laboratories. Her other not-for-profit board service include Executive Chair, United States Energy Association (USEA), a trustee of The Conference Board (TCB), Resources for the Future (RFF), and a member of the National Petroleum Council, American Association of Blacks in Energy (AABE), and a member of the Council on Foreign Relations. Ms. Bailey has a Bachelor of Science in Industrial Management from the Krannert School of Management at Purdue University and completed the Advanced Management Program at the Wharton School of the University of Pennsylvania. | | | | | | | | | Core Competencies | | | | | | | | | | | | | | | | | | Corporate Governance | Environmental, Health, Safety & Sustainability | Financial Reporting/ Accounting Experience | Government, Legal & Regulatory | Industry Background | International Experience | Public Company Executive Experience |
About the Director Nominees
Table of Contents Proposal 1: Election of Directors
About the Director Nominees
| 2024 Proxy Statement | | | | 15 |
About the Director Nominees
| ANDREW GOULD | | | | | | | | | | INDEPENDENT Age: 77 Director Since: 2020 Board Committees: Sustainability (Chair); Audit; Environmental, Health and Safety Former Public Company Directorships (within the last 5 years): BG Group Saudi Aramco | Director Qualifications Mr. Gould is the former Chairman and Chief Executive Officer of Schlumberger Limited (Schlumberger), a leading oilfield services company, and served in that capacity from 2003 to 2011. Mr. Gould began his career at Schlumberger in 1975 in its Internal Audit department, based in Paris. In addition to his career at Schlumberger, Mr. Gould served as non-Executive Chairman of BG Group, a multinational oil and gas company, from 2012 until its sale to Royal Dutch Shell in 2016 and served as interim Executive Chairman in 2014. Mr. Gould served on the United Kingdom Prime Minister’s Council for Science and Technology from 2004 to 2007. He was Vice-Chairman Technology for the United States National Petroleum Council’s 2007 report “Facing the Hard Truths about Energy” and was awarded the Charles F. Rand Memorial Gold Medal by the Society of Petroleum Engineers in 2014. He is currently a partner of CSL Capital Management, a private equity firm that specializes in energy services, Chairman of the Kayrros Advisory Board, an advanced data analytics company, and Chairman of the International Advisory Board at the Boston Consulting Group Center for Energy Impact. He also currently serves on the Board of Directors of McDermott International, Ltd. Mr. Gould is a member of the U.S. National Petroleum Council. Mr. Gould has an undergraduate degree in Economic History from Cardiff University and qualified as a Chartered Accountant with the Institute of Chartered Accountants in England and Wales. | | | | | | | | | | Core Competencies | | | | | | | | | | | | | | | | | | | | Environmental, Health, Safety & Sustainability | Executive Compensation | Finance/ Capital Markets | Financial Reporting/ Accounting Experience | Industry Background | International Experience | Investor Relations | Public Company Executive Experience |
About the Director Nominees
| CARLOS M. GUTIERREZ | | | | | | | | | INDEPENDENT Age: 70 Director Since: 2009 Board Committees: Audit; Governance; Sustainability Current Public Company Directorships: MetLife, Inc. Former Public Company Directorships (within the last 5 years): Exelon Corporation | Director Qualifications Secretary Gutierrez is Co-Founder, Executive Chairman and CEO of EmPath, Inc., a skills intelligence software technology company. Previously, Secretary Gutierrez was Co-Chair of Albright Stonebridge Group, a commercial diplomacy and strategic advisory firm, from April 2013 to July 2020. He joined Albright Stonebridge from Citigroup Inc. where he was Vice Chairman of the Institutional Clients Group and a member of the Senior Strategic Advisory Group from 2011 to February 2013. Prior to joining Citigroup, Secretary Gutierrez was with communications and public affairs consulting firm APCO Worldwide Inc., where he was Chairman of the Global Political Strategies division in 2010. He served as U.S. Secretary of Commerce from February 2005 to January 2009, where he worked with foreign government and business leaders to advance economic relationships and enhance trade. Prior to his government service, Secretary Gutierrez was with Kellogg Company, a global manufacturer and marketer of well-known food brands, for nearly 30 years. After assignments in Latin America, Canada, Asia, and the United States, he became President and Chief Executive Officer in 1999 and Chairman of the Board in 2000, positions he held until 2005. He is a member of the Human Freedom Advisory Council at the George W. Bush Institute, the Bo’ao Forum for Asia and the Tent Partnership for Refugees Advisory Council. He is also a cofounder of The Dream.US, a scholarship fund for undocumented students. | | | | | | | | | Core Competencies | | | | | | | | | | | | | | | | | | Executive Compensation | Financial Reporting/ Accounting Experience | Government, Legal & Regulatory | International Experience | Investor Relations | Public Company Executive Experience | Risk Management |
About the Director Nominees
Table of Contents Proposal 1: Election of Directors
About the Director Nominees
| | | | 16 | |
About the Director Nominees
| VICKI HOLLUB | | | | | | | | | PRESIDENT AND CHIEF EXECUTIVE OFFICER Age: 64 Director Since: 2015 Current Public Company Directorships: Lockheed Martin | Director Qualifications Ms. Hollub became President and Chief Executive Officer of Occidental Petroleum Corporation in April 2016. She has been a member of Occidental’s Board of Directors since 2015. During her more than 40-year career with Occidental, Ms. Hollub has held a variety of management and technical positions with responsibilities on three continents, including roles in the United States, Russia, Venezuela and Ecuador. Prior to becoming Chief Executive Officer, she served as Occidental’s President and Chief Operating Officer, overseeing the company’s oil and gas, chemical and midstream operations. Ms. Hollub previously was Senior Executive Vice President, Occidental Petroleum, and President, Oxy Oil and Gas, where she was responsible for operations in the U.S., the Middle East and Latin America. Prior to that, she held a variety of leadership positions, including Executive Vice President, Occidental, and President, Oxy Oil and Gas, Americas; Vice President, Occidental, and Executive Vice President, U.S. Operations, Oxy Oil and Gas; Executive Vice President, California Operations; and President and General Manager of the company’s Permian Basin operations. Ms. Hollub started her career at Cities Service, which was acquired by Occidental. Ms. Hollub serves on the board of the American Petroleum Institute. She is the chair of the World Economic Forum’s Oil and Gas Community and a member of the Oil and Gas Climate Initiative. A graduate of the University of Alabama, Ms. Hollub holds a Bachelor of Science in Mineral Engineering. She was inducted into the University of Alabama College of Engineering 2016 class of Distinguished Engineering Fellows and, in 2024, was elected to the National Academy of Engineering. | | | | | | | | | Core Competencies | | | | | | | | | | | | | | | | | | Environmental, Health, Safety & Sustainability | Financial Reporting/ Accounting Experience | Government, Legal & Regulatory | Industry Background | International Experience | Public Company Executive Experience | Risk Management |
About the Director Nominees
| WILLIAM R. KLESSE | | | | | | | | | | INDEPENDENT Age: 77 Director Since: 2013 Board Committees: Environmental, Health and Safety (Chair); Compensation Former Public Company Directorships: (within the last 5 years): MEG Energy | Director Qualifications Mr. Klesse is the former Chief Executive Officer and former Chairman of the Board of Valero Energy Corporation (Valero), an international manufacturer and marketer of transportation fuels, other petrochemical products and power. He joined the Valero board as Vice Chairman in 2005 and served as Chairman of the Board from 2007 until his retirement in December 2014. From 2006 to May 2014, he served as Chief Executive Officer of Valero and served as President from 2008 to 2013. From 2003 to 2005, Mr. Klesse was Valero’s Executive Vice President and Chief Operating Officer. Prior to that, he served as Executive Vice President of Refining and Commercial Operations following Valero’s 2001 acquisition of Ultramar Diamond Shamrock Corporation, where he had been Executive Vice President of the company’s refining operations. Mr. Klesse began his 45-plus year career in the energy industry at Diamond Shamrock Corporation, which merged with Ultramar Corporation in 1996. Mr. Klesse is a trustee of the University of Dayton, Texas Biomedical Research Institute and United Way of San Antonio and Bexar County and serves on the Advisory Board of the San Antonio Food Bank. He also serves on the boards of The Briscoe Western Art Museum and Christus Santa Rosa Foundation. Mr. Klesse holds a bachelor’s degree in Chemical Engineering from the University of Dayton and a Master of Business Administration with an emphasis in Finance from West Texas A&M University. | | | | | | | | | | Core Competencies | | | | | | | | | | | | | | | | | | | | Environmental, Health, Safety & Sustainability | Executive Compensation | Finance/ Capital Markets | Financial Reporting/ Accounting Experience | Industry Background | Investor Relations | Public Company Executive Experience | Risk Management |
About the Director Nominees
Table of Contents Proposal 1: Election of Directors
About the Director Nominees
| 2024 Proxy Statement | | | | 17 |
About the Director Nominees
| CLAIRE O’NEILL | | | | | | | | INDEPENDENT Age: 60 Director Since: 2023 Board Committees: Governance; Sustainability Current Public Company Directorships: Singapore Stock Exchange | Director Qualifications Ms. O’Neill served as the Managing Director for Climate and Energy at the World Business Council for Sustainable Development (WBCSD), a global organization focusing on sustainable development, from August 2020 until December 2021. Prior to that, Ms. O’Neill served as COP26 President-Designate from July 2019 until February 2020. Before leading the UK’s successful bid to host COP26, Ms. O’Neill served as a UK Member of Parliament for Devizes from 2010 until 2019, where she was a Government Whip and Minister for Rail before being appointed as Minister of State for Energy and Clean Growth. Ms. O’Neill currently serves as Co-Chair of the Global Imperatives Advisory Board for the WBCSD, an Executive Board Director and Chair of the International Advisory Council for Climate Impact X and is the co-founder of the Responsible Energy Forum, among other senior advisory roles regarding climate and sustainability matters. From March 2022 to January 2023, Ms. O’Neill served as an Executive Board Director and Audit Committee member of Scottish Power. Ms. O’Neill has a Bachelor of Arts in Geography from Brasenose College at Oxford University and a Master of Business Administration from Harvard Business School. | | | | | | | | Core Competencies | | | | | | | | | | | | | | | | Environmental, Health, Safety & Sustainability | Finance/ Capital Markets | Financial Reporting/ Accounting Experience | Government, Legal & Regulatory | Industry Background | International Experience |
About the Director Nominees
| AVEDICK B. POLADIAN | | | | | | | | | INDEPENDENT Age: 72 Director Since: 2008 Board Committees: Governance (Chair); Audit; Compensation Current Public Company Directorships: Public Storage Western Asset Funds Former Public Company Directorships (within the last 5 years): California Resources Corporation | Director Qualifications Mr. Poladian is currently a director and the former Executive Vice President and Chief Operating Officer (2002-2016) of Lowe Enterprises, Inc., a privately-held diversified national real estate company active in commercial, residential and hospitality property investment, management and development. During his tenure as Chief Operating Officer, Mr. Poladian oversaw human resources, risk management, construction, finance and legal functions across the firm. Mr. Poladian was with Arthur Andersen from 1974 to 2002, admitted to Partner in 1984, Managing Partner, Pacific Southwest in 1989, and is a certified public accountant (inactive). He is a past member of the Young Presidents Organization, the California Society of CPAs and the American Institute of CPAs. Mr. Poladian was appointed to the California State Board of Accountancy and served in the position for nine years. He is a Director Emeritus of the YMCA of Metropolitan Los Angeles, a member of the Board of Advisors of the USC Price School of Public Policy, a member of the Board of Advisors of the Ronald Reagan UCLA Medical Center and a former Trustee of Loyola Marymount University. Mr. Poladian holds a bachelor’s degree in Accounting from Loyola Marymount University. | | | | | | | | | Core Competencies | | | | | | | | | | | | | | | | | | Corporate Governance | Executive Compensation | Finance/ Capital Markets | Financial Reporting/ Accounting Experience | Government, Legal & Regulatory | Risk Management | Technology/ Cyber Security |
About the Director Nominees
Table of Contents Proposal 1: Election of Directors
About the Director Nominees
| | | | 18 | |
About the Director Nominees
| KENNETH B. ROBINSON | | | | | | | | | | INDEPENDENT Age: 69 Director Since: 2023 Board Committees: Audit; Compensation Current Public Company Directorships: Abercrombie & Fitch Co. Paylocity Holding Corp. | Director Qualifications Mr. Robinson served as the Senior Vice President of Audit and Controls at Exelon Corporation, a leading competitive energy provider, from 2016 to 2020. Before Exelon, Mr. Robinson held several senior leadership positions during his nearly 40-year career at The Procter & Gamble Company, including Vice President, Global Diversity & Inclusion; Global Risk and Compliance Leader; Chief Audit Executive; and Vice President, Finance. Mr. Robinson currently serves on the board of directors of Morgan Stanley U.S. Banks. He also serves as a Trustee of the International Financial Reporting Standards Foundation and is board chair of the National Underground Railroad Freedom Center Museum. Mr. Robinson has a Bachelor of Science from Mississippi State University and a Master of Business Administration from the University of Memphis. | | | | | | | | | | Core Competencies | | | | | | | | | | | | | | | | | | | | Environmental, Health, Safety & Sustainability | Executive Compensation | Finance/ Capital Markets | Financial Reporting/ Accounting Experience | International Experience | Public Company Executive Experience | Risk Management | Technology/ Cyber Security |
About the Director Nominees
| ROBERT M. SHEARER | | | | | | | | | INDEPENDENT Age: 68 Director Since: 2019 Board Committees: Audit (Chair); Environmental, Health and Safety; Sustainability | Director Qualifications Mr. Shearer retired in 2017 as a managing director of BlackRock Advisors, LLC, where he also served as co-head of BlackRock’s Equity Dividend team and was a member of the Fundamental Equity Platform within BlackRock’s Portfolio Management Group. Mr. Shearer was also the portfolio manager for both the BlackRock Equity Dividend Fund and Natural Resources Trust, which grew from $500 million to over $50 billion under his leadership. Prior to that, Mr. Shearer managed the Merrill Lynch World Natural Resources Portfolio for Merrill Lynch Investment Managers, which merged with BlackRock in 2006. Mr. Shearer has also held senior leadership roles at David L. Babson & Company, Concert Capital Management and Fiduciary Trust Company International. As a senior research officer for Citicorp Investment Management, he focused on the oil industry, including exploration and production, pipelines and oilfield services. Mr. Shearer holds an undergraduate degree in Economics from the University of Wisconsin, as well as a Master of International Management from the Thunderbird School of Global Management and a Master of Business Administration from the University of Wisconsin. He is a Chartered Financial Analyst. | | | | | | | | | Core Competencies | | | | | | | | | | | | | | | | | | Corporate Governance | Environmental, Health, Safety & Sustainability | Finance/ Capital Markets | Financial Reporting/ Accounting Experience | Industry Background | International Experience | Investor Relations |
About the Director Nominees
Table of Contents Proposal 1: Election of Directors
About the Director Nominees
| 2024 Proxy Statement | | | | 19 |
Summary of the Board’s Director Nominee Core
Summary of the Board’s Director Nominee Core
Non-Employee Director Compensation
Non-Employee Director Compensation The Governance Committee periodically reviews non-employee director compensation and makes recommendations regarding changes to the program to the Board. The Governance Committee last reviewed non-employee director compensation in May 2021 with the assistance of Meridian as its independent compensation consultant. Meridian performed a robust review of Occidental’s non-employee director compensation program, which included a detailed comparison of Occidental’s non-employee director compensation program and practices against those of Occidental’s peer companies (as defined on page 42) and against a broader comparator group of the largest 200 companies in the S&P 500. After careful consideration and discussion, the Governance Committee determined in 2021 to partially restore non-employee director compensation to an amount approximately 11% less than 2019 levels. The Governance Committee decided not to make changes to the program for the 2023-2024 term.
Director Compensation Program
Director Compensation Program The non-employee directors receive a combination of cash, in the form of an annual retainer payable on a monthly basis, and stock-based compensation. Occidental does not provide option awards, non-equity incentive awards or retirement plans for non-employee directors. The Independent Chairman of the Board, the Independent Vice Chairman of the Board (if any) and the committee chairs receive additional compensation for their service due to the increased responsibilities that accompany these positions. Ms. Hollub does not receive any compensation for her service as a director. The following table describes the components of the non-employee director compensation program for the 2023-2024 term:
Director Compensation Program
| Compensation Element | Term Amount | | Annual Cash Retainer | $110,000 for non-employee directors | | | $140,000 for Chairman of the Board | | Annual Equity Award | $200,000 for non-employee directors | | | $250,000 for Vice Chairman of the Board | | | $310,000 for Chairman of the Board | | Board or Committee Meeting Fees | None | | Committee Chair Additional Annual Equity Award | $25,000 for each committee chaired |
Director Compensation Table
Director Compensation Table The table below summarizes the total compensation for each of the non-employee directors in 2023.
Director Compensation Table
| COMPENSATION OF DIRECTORS | | | | | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Vicky A. Bailey | $110,000 | $200,051 | $310,051 | | Andrew F. Gould | $110,000 | $225,050 | $335,050 | | Carlos M. Gutierrez | $110,000 | $200,051 | $310,051 | | William R. Klesse | $110,000 | $225,050 | $335,050 | | Jack B. Moore | $140,000 | $335,011 | $475,011 | | Claire O’Neill(2) | $100,833 | $266,726 | $367,559 | | Avedick B. Poladian | $110,000 | $225,050 | $335,050 | | Kenneth B. Robinson(2) | $91,667 | $233,392 | $325,059 | | Robert M. Shearer | $110,000 | $225,050 | $335,050 |
Director Compensation Table
(1)Equity awards are granted to each non-employee director on the first business day following the annual meeting. Prior to the grant date, directors are given the option to receive their annual equity awards as shares of common stock or as deferred stock units, as described above. In 2023, all non-employee directors elected to receive shares of common stock. The grant date fair value reported in the table is calculated by multiplying the number of shares of common stock granted by a price per share of $58.96, the closing price of Occidental’s common stock on the NYSE on May 8, 2023. The dollar amounts shown for Ms. O’Neill and Mr. Robinson include pro-rated equity awards upon their elections to the Board reflecting prices per share of $64.42 and $60.73, the closing prices of Occidental’s common stock on the NYSE on January 18, 2023 and February 17, 2023, respectively. These grants are made in whole shares, with fractional share amounts rounded up to the nearest whole share. For information regarding the total number of restricted shares and deferred stock units held by each director, see the Beneficial Ownership of Directors and Executive Officers table on page 75. (2)Ms. O’Neill was elected to the Board on January 17, 2023, and Mr. Robinson was elected to the Board on February 16, 2023. Table of Contents Non-Employee Director Compensation
Director Compensation Table
| 2024 Proxy Statement | | | | 33 |
Director Compensation Table
Occidental is submitting this proposal to its shareholders for an advisory vote to approve the compensation of its named executive officers (Say-on-Pay vote) as disclosed in this proxy statement pursuant to Section 14A of the Exchange Act. At our 2023 annual meeting, Occidental’s shareholders approved, on an advisory basis, a frequency of every year for casting advisory votes to approve named executive officer compensation. The next Say-on-Pay vote is expected to occur at our 2025 annual meeting. The executive compensation program for the named executive officers includes many best-practice features that are intended to enhance the alignment of compensation with the interests of Occidental’s shareholders. The executive compensation program is described in the Compensation Discussion and Analysis (CD&A) section beginning on page 35 of this proxy statement. The Compensation Committee strives to maintain a compensation program that will attract, retain and motivate outstanding executives by providing incentives to reward them for strong performance that supports Occidental’s long-term strategic objectives and is competitive with industry practices. The executive compensation program is intended to: ►Align with shareholder interests; ►Preserve performance accountability across the commodity price cycle; ►Build and encourage long-term share ownership; ►Provide a consistent retention incentive; ►Be straightforward and transparent for the benefit of executives and shareholders; ►Match or exceed prevailing governance standards for performance-based compensation; ►Use relative and absolute performance measures for equity awards; and ►Respond to shareholder feedback. The Board recommends that shareholders support the following resolution for the reasons described in the CD&A: RESOLVED, that the shareholders approve, on an advisory basis, the compensation of Occidental’s named executive officers for 2023, as set forth in the CD&A, Summary Compensation Table and the other tables and narrative disclosures regarding named executive officer compensation set forth in this proxy statement. A majority of the shares of common stock present in person or by proxy at the 2024 Annual Meeting and entitled to vote on this proposal must vote “FOR” the proposal to approve it. Your broker may not vote your shares on this proposal unless you give voting instructions. Abstentions have the same effect as votes cast “AGAINST” the proposal. Broker non-votes have no effect on the vote. As in past years, your vote will not directly affect or otherwise limit or enhance any existing compensation or award arrangement of any of our named executive officers, but the outcome of this advisory say-on-pay vote will be taken into account by the Compensation Committee in making future compensation decisions. Table of Contents
Director Compensation Table
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Pay-for-Performance Focused
Pay-for-Performance Focused Occidental remains committed to the pay-for-performance philosophy that underpins our compensation program, incentivizing our executive team to focus on strategic business objectives that, when met, will continue to create shareholder value. To achieve this, a substantial portion of NEO compensation is performance-based, and as a result, Occidental’s performance significantly impacts the realizable values of NEO compensation awards. For 2023, the Compensation Committee established an appropriate mix of short-term and long-term incentive compensation, resulting in significant at-risk pay for Ms. Hollub at 90% and the other NEOs at an average of 85%. The Compensation Committee also determined to remove non-qualified stock options (NQSOs) as part of the long-term incentive (LTI) award program and increase the performance-based portion of the LTI award program to 60% to further emphasize Occidental’s pay-for-performance philosophy and incentivize NEOs to deliver long-term shareholder value. The Compensation Committee will continue to thoughtfully oversee the effectiveness of Occidental’s executive compensation structure for strong alignment between executive officer compensation and company performance and the shareholder experience. Table of Contents Compensation Discussion and Analysis
Responsiveness to Shareholder Feedback
| WHAT WE HEARD Maintaining strong pay-for- performance alignment is essential | HOW WE RESPONDED ►Performance Share Units (PSUs) continued to use relative Total Shareholder Return (TSR) and absolute Cash Return on Capital Employed (CROCE) metrics ►Discontinued the use of NQSOs and increased the performance-based portion of the LTI award by 10%, which includes a performance-based TSR award (30% of the LTI award) and a performance-based CROCE award (30% of the LTI award) | | The meaningful weighting of sustainability metrics appropriately aligns performance with the company’s net-zero strategy | ►Maintained the sustainability weighting at 30% for the 2023 and 2024 ACI awards ►Maintained targets for emissions reduction projects (Scope 1 and 2) and low carbon ventures (Scope 3) to advance Occidental’s net-zero strategy | | Continue to provide detailed disclosures regarding the company-performance portion of the short-term incentive program and how targets were met, if applicable | ►Maintained robust disclosure practices to provide information about the company’s performance against the ACI award metrics |
Compensation Program
| WHAT WE DO ✓Pay for Performance. A substantial majority of NEO compensation is performance-based. The Compensation Committee reviews the metrics underlying the LTI award program and ACI awards annually to evaluate their continued alignment with Occidental’s business priorities. As part of this review, in 2023, the Compensation Committee increased the performance- based portion of the LTI award program to 60% to further emphasize Occidental’s pay-for-performance philosophy. ✓Listen to Shareholder Feedback. The Compensation Committee reviews and considers shareholder feedback. For example, it contributed to the Compensation Committee’s decisions to maintain the weighting of sustainability metrics at 30% for the 2023 and 2024 ACI awards. Shareholder feedback also influenced our enhanced disclosures regarding the various factors considered in evaluating the company’s performance against the ACI award metrics. ✓Clawback in the Event of Misconduct. In November 2023, the Compensation Committee adopted a clawback policy which is intended to comply with the requirements of NYSE Listing Standard 303A.14 implementing Rule 10D-1 under the Securities Exchange Act. In addition, the Compensation Committee has the authority to clawback ACI payouts and both time- and performance-based LTI awards for violations of Occidental’s Code of Business Conduct and related policies outside the context of a financial restatement. ✓Emphasize Stock Ownership With Ownership Guidelines and Holding Requirements. CROCE and TSR awards are payable in shares of common stock and the net shares received for each vested RSU award are subject to a two-year holding period. In addition, the NEOs (as well as other officers) are subject to meaningful stock ownership guidelines, ranging from two to six times the officer’s annual base salary, and a holding requirement until such guidelines are met. ✓Monitor Compensation Program for Risk. The executive compensation program includes multiple features that are intended to appropriately mitigate excessive risk-taking. The Compensation Committee conducts an annual assessment of our executive compensation program to identify and minimize, as appropriate, any compensation arrangements that may encourage excessive risk-taking. ✓Use Double-Trigger Equity Vesting for Equity Awards. Pursuant to the Amended and Restated 2015 Long-Term Incentive Plan (2015 LTIP), equity awards vest in the event of a change in control only if there is also a qualifying termination of employment. ✓Use Relative and Absolute Performance Measures for Equity Awards. Performance equity is earned based on both relative shareholder returns and absolute financial returns, with TSR awards capped if Occidental’s absolute TSR is negative and CROCE awards measured against an absolute performance target. |
Compensation Program
| WHAT WE DON’T DO ✗No Dividend Equivalents on Unvested Performance Awards. Dividends and dividend equivalent rights are subject to the same performance goals as the underlying award and will not be paid until the performance award has vested and becomes earned (except in the case of certain retention awards). ✗No Hedging or Derivative Transactions. Occidental’s directors, executive officers and all other employees are not permitted to engage in transactions designed to hedge or offset the market value of Occidental’s equity securities. ✗No Golden Parachute Payments. Our golden parachute policy provides that, subject to certain exceptions, Occidental will not grant golden parachute benefits (as defined in the policy) to any executive officer which exceed 2.99 times his or her salary plus ACI award without shareholder approval. ✗No Repricing of Stock Options. Other than in connection with a corporate transaction involving Occidental, Occidental does not permit the repricing of stock options or stock appreciation rights without shareholder approval. |
Compensation Program
| | Element | | Purpose | Form of Payout | How Target Values are Determined | 2023 Determinations | | | Base Salary | | Provides a competitive level of fixed compensation. | Cash | The Compensation Committee reviews base salaries annually and as circumstances warrant. The Compensation Committee reviews compensation surveys, publicly available peer company data, internal pay equity, individual responsibilities and performance assessments with the intent to attract and retain highly talented executives. | In 2023, Ms. Hollub’s base salary was increased by $200,000 to $1,500,000; each of Mr. Dillon’s and Mr. Jackson’s base salaries were increased by $50,000 to $760,000; and Mr. Peterson’s base salary was increased by $30,000 to $740,000. Mr. Mathew’s base salary was increased by $40,000 to $700,000 in connection with his appointment as Senior Vice President and Chief Financial Officer in August 2023. Mr. Simmons’s base salary of $670,000 was set by Ms. Hollub prior to his appointment as an executive officer. Salary decisions are described in more detail under “Individual Compensation Considerations” beginning on page 48. | | | Annual Cash Incentive | | Motivates executives to achieve superior performance over a one-year period. | Cash | The Compensation Committee annually reviews the objectives, metrics and targets underlying the ACI award, and their relative weightings, with an aim to incentivize the NEOs to excel in areas that are aligned with Occidental’s business objectives. | The 2023 ACI award is based 100% on corporate performance, but the final payout may be increased or decreased by up to 25% based on individual performance. Corporate performance is based on Occidental’s total spend per barrel, CROCE and sustainability performance. CROCE was added as a financial metric for 2023 to provide a more comprehensive view of company strategic, operational and financial performance and to further emphasize the importance of capital efficiency and financial returns. The ACI is described in more detail under “Elements of the 2023 Executive Compensation Program – Annual Cash Incentive” beginning on page 43. The amount ultimately earned under the ACI award for each NEO is discussed under “Individual Compensation Considerations” beginning on page 48. | | | Long-Term Incentives | PSU Awards | Incentivizes executives to sustain long- term performance. | Stock | The Compensation Committee annually reviews and determines a target LTI award package for each NEO based on a review of compensation surveys, publicly available peer company data, the executive’s prior-year award value (as applicable), retention considerations, the balance of short-and long-term pay and internal pay equity. The majority of the LTI award package for each NEO is performance-based. The Compensation Committee annually considers the performance criteria for PSU awards in light of Occidental’s ongoing business objectives. | For the 2023 LTI award program, the Compensation Committee discontinued the use of NQSOs and increased the performance-based portion of the allocation by 10%. Similar to 2022, the Compensation Committee continued using TSR and CROCE as the performance criteria for the PSU awards. The TSR award is an objective, external measure of Occidental’s effectiveness in translating our results into shareholder returns. The CROCE award incentivizes a high level of executive focus on capital efficiency and prudent capital allocation. The RSU award, which is subject to a two-year post-vesting holding period, aligns with Occidental’s absolute stock price performance and provides retention value. 2023 LTI awards are weighted: 60% PSUs (30% TSR and 30% CROCE) and 40% RSUs.(1) The LTI award program is described in more detail under “Elements of the 2023 Executive Compensation Program – Long-Term Incentive Award Program” beginning on page 45. The target value of the LTI award package of each NEO is described under “Individual Compensation Considerations” beginning on page 48. | | | | RSU Awards | Provides a retention incentive that promotes sustained stock ownership and alignment with stock price performance. | Stock | | |
RSU
RSU
Decision-Making Process
Decision-Making Process Role of the Independent Compensation Committee. The Compensation Committee, composed of independent members of the Board, is responsible for annually reviewing and approving all aspects of the Chief Executive Officer’s compensation, as well as annually reviewing and approving the compensation of all other NEOs. In performing these duties, the Compensation Committee obtains input, advice and information from senior management, members of Occidental’s Human Resources (HR) team and an independent compensation consultant, as further described below, throughout the year. The Compensation Committee also considers the views expressed by Occidental’s investors and shareholder advisory groups in making executive compensation decisions. The Compensation Committee uses publicly available data regarding the executive compensation practices of its compensation peer group (as defined below) as an additional tool but does not benchmark executive compensation to a specific percentile within the peer group.
Decision-Making Process
Role of Peer Company Information. In order to evaluate how Occidental’s executive compensation program compares within the oil and gas industry, particularly with respect to award types, compensation mix, performance metrics and reported levels of compensation, the Compensation Committee reviews the executive compensation practices, programs and policies of a “compensation peer group,” as identified below. The Compensation Committee also reviews and considers oil and gas industry compensation surveys and related materials. This information is used only as a reference and not to establish compensation benchmarks, as Occidental does not benchmark executive compensation to a specific percentile within the compensation peer group. The Compensation Committee also maintains a “performance peer group” within the oil and gas industry, and the value of the TSR awards is dependent on Occidental’s three-year TSR performance as compared to the three-year TSR performance of the companies within the applicable performance peer group. The Compensation Committee regularly reviews these peer groups to ensure that they have reasonably similar business strategies, represent a mix of integrated and independent oil and gas companies (including companies representative of different oil industry sectors such as upstream, downstream and integrated companies), are comparable with Occidental in enterprise value and/or assets, and generally compete against Occidental for investor dollars and/or executive talent. After careful review and deliberation, and in consultation with Meridian, the Compensation Committee determined to maintain the same compensation and performance peer groups for 2023.
Decision-Making Process
| Company | Stock Ticker | Compensation Peers (2023) | Performance Peers (2023 TSR) | Enterprise Value at 12/31/23 ($ in billions)(1) | | BP p.l.c. | BP | ● | ● | $115.1 | | Chevron Corporation | CVX | ● | ● | $296.3 | | ConocoPhillips | COP | ● | ● | $147.4 | | EOG Resources, Inc. | EOG | ● | ● | $69.3 | | ExxonMobil Corporation | XOM | ● | ● | $415.7 | | Hess Corporation | HES | ● | | $52.0 | | Marathon Petroleum Corporation | MPC | ● | | $78.8 | | Occidental Petroleum Corporation | OXY | | | $80.8 | | Phillips 66 | PSX | ● | | $75.6 | | Pioneer Natural Resources Company | PXD | ● | | $57.5 | | Shell plc | SHEL | ● | ● | $201.3 | | TotalEnergies SE (formerly Total SE) | TTE | | ● | $172.6 | | Valero Energy Corporation | VLO | ● | | $52.0 | | S&P 500 Index | — | | ● | $— |
Salary
Salary The Compensation Committee believes that base salary should reward executives on a market-competitive basis for consistent performance of job requirements and the achievement of short-term goals. Salaries are reviewed by the Compensation Committee annually and as circumstances warrant. In determining base salary levels, the Compensation Committee reviews compensation surveys, publicly available peer company data, internal pay equity, individual responsibilities and performance assessments. In connection with its annual review, base salaries for NEOs (other than the CEO) were modestly increased in 2023, ranging from 4-7%, for Occidental to remain competitive in attracting and retaining top executive talent. Mr. Peterson received a $30,000 increase to his base salary, and Mr. Dillon and Mr. Jackson each received a $50,000 increase to their base salaries. The Compensation Committee determined that these changes were appropriate in light of each executives’ respective performance and scope of responsibilities. The Compensation Committee also decided to increase Ms. Hollub’s salary by $200,000 to $1,500,000, which the Compensation Committee believed was warranted in light of Ms. Hollub’s 2022 performance assessment and to be more competitive with CEO compensation at peer companies, as Ms. Hollub’s salary had not been restored to pre-COVID levels. Ms. Hollub set Mr. Mathew’s and Mr. Simmons’s base salary for 2023 given that they were not executive officers at the time such compensation decisions were made by the Compensation Committee for executive officers. In connection with his appointment as Senior Vice President and Chief Financial Officer in August 2023, Mr. Mathew received a $40,000 increase to his base salary. Base salary represented, on average, approximately 12% of the 2023 compensation packages of the NEOs, based on compensation as reported in the Summary Compensation Table on page 56. For additional information regarding salary decisions for the NEOs in 2023, see “Individual Compensation Considerations” beginning on page 48.
Annual Cash Incentive
Annual Cash Incentive The ACI award is intended to motivate executives to achieve superior company and individual performance over a one-year period. In the first quarter of each plan year, the Compensation Committee approves individual target award amounts for each executive officer based on a review of compensation surveys, publicly available peer company data, the executive’s prior-year award value, retention considerations, the balance of short- and long-term pay and internal pay equity. Potential payouts under the ACI award range from 0% to 200% of the target award amount, based on actual company performance and may be adjusted upward or downward by up to 25% based on individual NEO performance. No such individual adjustments were made for 2023. The amounts earned by each NEO under the ACI award for 2023, which were paid in the first quarter of 2024, are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 56, as further described below. Setting the Annual Cash Incentive. The 2023 ACI award was based 100% on corporate performance and the payout could have been increased or decreased by up to 25% for an individual NEO based on that individual’s performance. Weighting the Metrics. The Compensation Committee annually reviews all facets of the ACI award, with an aim to incentivize the NEOs to excel in areas that are aligned with Occidental’s business objectives. For the 2023 ACI award, the Compensation Committee approved metrics related to the company’s total spend per barrel, CROCE and sustainability goals: ►Our total spend per barrel goal was set at a higher level in 2023 compared to 2022 to reflect operational and macroeconomic considerations such as inflationary pressures; considering these factors, the Compensation Committee believes that the 2023 goal was set at a rigorous level and was at least as challenging as the 2022 goal. ►CROCE was added as a financial metric for 2023 to provide, in combination with total spend per barrel, a more comprehensive view of company strategic, operational and financial performance and a more balanced impact of commodity price changes on incentive plan results. CROCE in our ACI award was measured over a single year, with goals derived from our operating plan and expectations for 2023. CROCE is also a metric in our PSU awards where it measures Occidental’s sustained multi-year operating plan and longer-term strategy. The Committee felt it was appropriate to have CROCE as a measure in the company’s short- and long-term incentive award programs because of the importance of capital efficiency to our strategy, and the varying length of the measurement periods create different, yet complementary, incentives for our NEOs. ►The sustainability metric remains weighted at 30% to continue advancing the company’s net-zero strategy and incentivize executives to address Occidental’s Scope 1, 2 and 3 emissions in the short-term by including targets focused on emissions reduction projects (Scope 1 and 2) and low carbon ventures (Scope 3). The low carbon ventures targets focus on business development for DAC and CCUS that promotes progress toward our 2050 net-zero ambition for our total carbon inventory, including Scope 3 emissions. The Compensation Committee set target performance goals for each metric that it believed were rigorous based on Occidental’s detailed capital program and business plan, projections from the strategic planning team and business unit heads, prior-year results and third-party forecasts relating to future market conditions and other external market factors. Review and Final Determination. After determining the structure of the ACI award, at each regular meeting, Compensation Committee members receive updates regarding and review progress toward each target performance goal and, following the performance period, carefully analyze annual performance to inform the Compensation Committee’s payout determination. Table of Contents Compensation Discussion and Analysis
Annual Cash Incentive
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2023 Annual Cash Incentive Award
2023 Annual Cash Incentive Award
2023 Annual Cash Incentive Award
| | Weight | Potential Payout Range | Performance Metric | Target Performance | Result as of December 31, 2023 | Weighted Score | | | Financial | | | | | | | | | 0% - 70% | Total Spend per Barrel(1) | $29.25 | $28.22(2) | 60% | | | | 0% - 70% | CROCE | 24% | 23.3% | 30% | | | Sustainability | | | | | | | | | 0% - 30% | Emissions Reduction Projects (Scope 1 and 2) | Reduce operating emissions ►Complete asset registry of emissions-generating equipment for U.S. onshore oil and gas operations ►Deploy at least 5 projects or operational changes to reduce Scope 1 or 2 GHG or other air emissions ►Achieve a 50% reduction in routine flaring from Occidental’s 2020 baseline | Above Target(3) | 30% | | | | 0% - 30% | Low Carbon Ventures (Scope 3) | Advance carbon management platform ►Complete 30% of construction for Trains 1 and 2 of STRATOS by 2023 year end ►Contract STRATOS cumulative offtake of over 1 million metric tons of CO2 ►1 Gulf Coast sequestration hub on track for Class VI certification by 2025 | Above Target(4) | 30% | | TOTAL PAYOUT: | | | | | 150% | |
2023 Annual Cash Incentive Award
(1)“Total Spend per Barrel” (TSPB) applies to continuing operations and equals the sum of SG&A, OPEX and CAPEX, divided by MMboe. For purposes of the ACI award, “SG&A” or “selling, general and administrative expenses” means total SG&A and other operating and non-operating expenses for the company, prior to any accrual for the 2023 ACI award; “OPEX” or “operating expenses” means total upstream oil and gas lease operating expenses; “CAPEX” or “capital expenditures” means total capital investment for the company; and “MMboe” means total million “Boe,” or barrels of oil equivalent, produced in the year. (2)The Compensation Committee determined that it was appropriate to exercise discretion to adjust TSPB performance from $28.42 to $28.22 to reflect the negative impacts of a third-party pipeline incident. In the fourth quarter of 2023, at the request of the Main Pass Oil Gathering system operator, Occidental temporarily halted certain operations in the eastern Gulf of Mexico, which impacted production. (3)The Compensation Committee decided that the target metrics for emissions reduction projects were met above target, with the rationale summarized below: ►Management and employees collaborated extensively to successfully complete the asset registry field data collection for Occidental’s U.S. onshore oil and gas operations in 2023. This effort encompassed more than 5,200 facilities and more than 32,000 well locations. ►Occidental implemented several key emissions reduction projects in 2023, including: (1) converting 16 facilities to tankless design and consolidating five facilities within the company’s U.S. onshore oil and gas operations; (2) completing the elimination or conversion of all high-bleed pneumatic devices found in U.S. onshore oil and gas operations, as well as more than 1,800 other gas-driven pneumatic devices; (3) obtaining five gas storage permits to minimize flaring during plant and pipeline outages and completing six gas takeaway projects during 2023, which increase optionality for gas sales through existing infrastructure; (4) completing six projects at four OxyChem plants to enhance heat recovery, reduce energy and increase hydrogen usage; (5) deploying ground-based methane sensors at key facilities to expedite leak detection and repair (LDAR); (6) designing a methane emissions platform with the Climate Investment fund and technology provider SensorUp (SensorUp GEMS platform) to consolidate data from multiple methane detection technologies and sources to optimize and further accelerate LDAR and Find It/Fix It operational emissions program activities, and deploying the platform to select pilot sites; (7) installing 30 electric compressors and converting compression at a major gas lift facility in the Permian Basin from natural gas to electric power; (8) launching pilot projects with respect to fuel gas meters and heat integration; and (9) completing 33 projects to remove high-pressure gas lift compressors and consolidating six central gas lift stations. ►Occidental achieved a 67% reduction in routine flaring (as defined by the World Bank’s Zero Routine Flaring by 2030 initiative) in 2023 from our 2020 baseline in part by commissioning additional compression in Oman. Occidental’s U.S. oil and gas operations also sustained zero routine flaring in 2023. (4)The Compensation Committee also determined that the target metrics for low carbon ventures were met above target, with the rationale summarized below: ►Occidental’s construction progress for Trains 1 and 2 of its first DAC plant, STRATOS, exceeded the 30% completion target, with approximately 48% of construction completed by year-end 2023. The project team also demonstrated significant progress from a supply chain and project management perspective. ►Occidental contracted the sale of approximately 1.03 million metric tons of CDR credits on a cumulative basis to be generated once STRATOS is operational. ►Occidental actively progressed its sequestration hub plans in 2023. The company drilled stratigraphic data wells at multiple sequestration hub site locations and submitted eight Class VI CO2 sequestration well permit applications across its five proposed hub sites during the year. Additionally, the DOE selected two of Occidental’s sequestration hubs for CarbonSAFE grants in 2023. For the 2023 ACI awards, the award payout was determined by the company performance noted above. Although the 2023 ACI program permitted the increase or decrease of the ACI award payout by up to 25% based on individual performance, the Compensation Committee did not make any such adjustments. Thus, for the 2023 ACI awards, all of the NEOs were paid at 150% of target based on the company performance noted above. For additional information regarding the performance assessment for each of the NEOs in 2023, see “Individual Compensation Considerations” beginning on page 48. Table of Contents Compensation Discussion and Analysis
2023 Annual Cash Incentive Award
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2023 Annual Cash Incentive Award
70% 30%
Long-Term Incentive Award Program
Long-Term Incentive Award Program The majority of NEO compensation is determined by Occidental’s long-term performance. For 2023, the Compensation Committee determined to discontinue the use of NQSOs, because they had served their intended purpose of reinforcing the importance of stock price appreciation, and increase the performance-based portion of the LTI award program by 10%. With these changes, the 2023 LTI award program included a performance-based TSR award (30%), a performance-based CROCE award (30%), and a time-based RSU award (40%), each of which is payable solely in shares of common stock. The LTI awards are intended to motivate and incentivize executives to achieve results (including stock price performance) that are consistent with Occidental’s strategic business objectives. The Compensation Committee believes that long-term compensation should represent the largest portion of each NEO’s total compensation package and that the levels of payout ultimately achieved should reflect Occidental’s performance, both relative to peer company performance and on an absolute basis. During the process of determining the NEOs’ LTI compensation packages for 2023, the Compensation Committee evaluated many factors, including: ►Alignment of executive officer pay to achieving long-term growth in shareholder value; ►Linkage of any above-target payouts to superior performance and absolute returns; ►Shareholder feedback regarding long-term compensation metrics; ►Competitiveness with the compensation programs of peer companies; ►Impact of commodity prices on Occidental’s stock price and financial performance; and ►Allocation of total compensation between long-term and short-term components. 2023 Long-Term Incentive Award Program. The 2023 LTI program generally consisted of two PSU awards (one based on Occidental’s relative and absolute TSR and the other based on absolute CROCE performance) and a time-based RSU award as follows:(1) Forfeiture and change in control provisions applicable to the awards are discussed in more detail in the Potential Payments upon Termination or Change in Control table and the accompanying footnotes, beginning on page 63. Total Shareholder Return (TSR) Award. The Compensation Committee believes that the comparison of Occidental’s three-year TSR to peer companies’ TSR over the same period is an objective external measure of Occidental’s effectiveness in translating its results into shareholder returns. TSR is the change in price of a share of common stock plus reinvested dividends, over a specified period of time, and is an indicator of management’s achievement of long-term growth in shareholder value. Payout of the TSR award is based on Occidental’s three-year TSR as compared to the three-year TSR of the performance peers identified on page 42. For the 2023 TSR award, the Compensation Committee retained the S&P 500 index as a performance peer. The TSR award is denominated in PSUs, each of which is equivalent to one share of common stock. The percentage of target PSUs that will be payable at the end of the three-year performance period, which began January 1, 2023 and ends December 31, 2025, will depend on Occidental’s relative and absolute TSR performance. If Occidental’s absolute TSR is negative over the performance period, then, irrespective of Occidental’s ranking within the peer group, the payout of the TSR award is capped at no more than target. A table illustrating the potential payout of the TSR award based on relative and absolute TSR performance is set forth below:
Long-Term Incentive Award Program
| TSR Ranking | % of Target PSUs Earned | | #1 | 200% | | #2 | 180% | | Between #2 and #8 | Linearly interpolated between 25% and 180% | | #8 | 25% | | #9 | 0% | | For payout above 100%, Occidental’s absolute TSR must be positive. | |
Long-Term Incentive Award Program
Table of Contents Compensation Discussion and Analysis
Long-Term Incentive Award Program
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Long-Term Incentive Award Program
40% RSU Award 30% CROCE Award 30% TSR Award (1)The 2023 TSR award and RSU award each comprised 50% of Mr. Mathew’s and Mr. Simmons’s 2023 target LTI award opportunity because they were not yet executive officers at the time the 2023 LTI awards were granted. An example of the interpolation calculation if Occidental ranked fourth among its TSR performance peers with respect to the 2023 TSR awards is as follows:
Long-Term Incentive Award Program
| TSR Ranking | Formula Points | Company | Standing | % of Target PSUs Earned | | #1 | | AAA | 22.50% | 200% | | #2 | B | BBB | 20.00% | 180% | | #3 | | CCC | 17.50% | Linearly interpolated between 25% and 180% | | #4 | | OXY | 15.00% | | | #5 | | DDD | 12.50% | | | #6 | | EEE | 10.00% | | | #7 | | FFF | 7.50% | | | #8 | A | GGG | 5.00% | 25% | | #9 | | HHH | 2.50% | 0% | | Interpolation Formula = 25% + [(180% - 25%) x ((OXY TSRI – A) / (B – A))] Interpolation Formula = 25% + [155% x ((15% - 5%) / (20% - 5%))] | | | | | | Example Interpolation Payout Result = 128.3% | | | | |
Long-Term Incentive Award Program
The cap on the TSR award payout if absolute TSR performance over the performance period is negative is intended to reinforce the pay- for-performance nature of the compensation program. Cumulative dividend equivalents will be paid in cash at the end of the three-year performance period and will be paid only on the number of PSUs earned. Payout of 2021 TSR Awards. For the 2021 TSR award, which had a performance period that ended on December 31, 2023, Occidental achieved a TSR ranking of 2 (out of 9) and an absolute TSR that was positive as of the end of the performance period. Thus, the Compensation Committee approved a payout result of 180%. Cash Return on Capital Employed (CROCE) Award. The CROCE award is designed to focus executives on the efficient use of capital by promoting discipline in capital allocation decisions. CROCE is a transparent measure of how efficiently Occidental uses its capital and is calculated from Occidental’s audited financial statements with no adjustments for special items. The Compensation Committee aims to set the CROCE performance targets at a challenging level for each performance period based on our capital program, multi-year business plan and strategy, projections from our strategic planning teams, historical results and third-party forecasts relating to future market conditions. The CROCE award is denominated in PSUs, each of which is equivalent to one share of common stock. The percentage of target PSUs that become payable at the end of the applicable three-year performance period depends on Occidental’s absolute CROCE during the performance period. A table illustrating the potential payout of the CROCE award based on three-year CROCE performance is set forth below:
Long-Term Incentive Award Program
| CROCE Performance Targets(1) | % of Target PSUs Earned(2) | | CROCE of ≥ 23% | 200% | | CROCE of 21% | 100% | | CROCE of 19% | 25% | | CROCE < 19% | 0% |
Long-Term Incentive Award Program
(1)See page 83 for the formula to calculate CROCE. (2)Payout percentages for CROCE values between 19% and 23% to be determined using linear interpolation between 25% and 200% of target, with a target payout at a CROCE of 21%. Payout of 2021 CROCE Awards. For the 2021 CROCE award, which had a performance period that ended on December 31, 2023, Occidental achieved a three-year CROCE of 27.4% as of the end of the performance period, which exceeded the maximum performance level of such CROCE award of greater than or equal to 13%. Thus, the Compensation Committee approved a payout result of 200%. Restricted Stock Unit (RSU) Award. The 2023 RSU award vests ratably over three years with one-third vesting on each of February 29, 2024 and February 28, 2025 and 2026, subject to continued employment. Each RSU is equivalent to one share of common stock, and payment for a vested RSU award will be made solely in shares of common stock. The shares of stock ultimately received by the NEO pursuant to the RSU award are subject to a two-year post-vesting holding period. Dividend equivalents are accrued and paid out upon vesting. Table of Contents Compensation Discussion and Analysis
Long-Term Incentive Award Program
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Nonqualified Deferred Compensation Plans
Nonqualified Deferred Compensation Plans Occidental maintains two nonqualified deferred compensation plans: (i) the SRP II and (ii) the Modified Deferred Compensation Plan (MDCP). The purpose of the SRP II is to provide eligible employees, including the NEOs, with benefits to compensate them for maximum limits imposed by law on the amount of contributions that may be made to Occidental’s tax-qualified defined contribution plans. The purpose of the MDCP is to provide key management and highly compensated employees the ability to accumulate additional retirement income through deferrals of compensation. Additional information regarding the terms and conditions of the SRP II and the MDCP is provided in “Nonqualified Deferred Compensation” on pages 60 and 61. Amounts contributed to the SRP II on behalf of the NEOs are included in the “All Other Compensation” column of the Summary Compensation Table on page 56 and above market earnings under the plans are included in the “Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table on page 56. None of the executive officers made contributions to the MDCP or SRP II in 2023. The contributions, aggregate earnings, withdrawals and aggregate balances for the NEOs in the SRP II and MDCP with respect to 2023 are shown in the Nonqualified Deferred Compensation table on page 61.
Retirement Policy
Retirement Policy On February 15, 2023, the Compensation Committee designated each of Occidental’s NEOs and certain other key employees as eligible participants under the Occidental Petroleum Corporation Retirement Policy. See “Executive Severance and Change in Control – Retirement Policy” on page 62 for a description of the policy.
Individual Compensation Considerations
| VICKI HOLLUB | President and Chief Executive Officer | | | | Ms. Hollub is the President and Chief Executive Officer of Occidental. Ms. Hollub is responsible for all operations, the financial management of Occidental, implementing Occidental’s strategy, and assisting the Board with, among other matters, corporate strategy development, executive succession planning and talent development, and executive compensation for all other NEOs. Tenure. Ms. Hollub joined Occidental over 40 years ago, and before her appointment as Chief Executive Officer in 2016, she held a variety of increasingly significant leadership and technical positions on three continents. Performance Assessment. In assessing Ms. Hollub’s individual performance for 2023, the Compensation Committee considered her continued dynamic leadership and significant accomplishments. Highlights of the individual performance assessment are set forth below. | | ►Ms. Hollub maximized capital allocation, increased cash flow and drove value across the company. ✓New operational records and efficiency benchmarks in the Permian, Rockies, Gulf of Mexico, Oman and UAE ✓OxyChem generated its third-highest year of earnings ✓Proved reserves increased by ~200 MMboe to ~4,000 MMboe ✓Announced the strategic, free cash flow accretive acquisition of Midland Basin operator CrownRock | ►Ms. Hollub successfully optimized the company's long-term return on invested capital by implementing strategic financial measures. In 2023, Occidental: ✓Generated $12.3 billion of operating cash flow and $5.5 billion of free cash flow before working capital(1) ✓Completed $1.8 billion of common share repurchases ✓Redeemed over $1.5 billion or 15% of preferred equity ✓Regained and reaffirmed its investment-grade credit rating | | ►Ms. Hollub continued to grow Occidental’s OLCV business and contributed to a sustainable future, as shown by the company: ✓Acquiring full ownership of DAC technology developer CE ✓Entering into a joint venture with BlackRock for the development of STRATOS, which provides $550 million of committed investment and leverages Occidental’s carbon management expertise and the acquired CE technology to drive low-carbon initiatives ✓Being selected for a DOE Regional Direct Air Capture Hub grant for the first DAC facility at the South Texas DAC Hub ✓Achieving 67% reduction in routine flaring for global oil and gas operations in 2023 from our 2020 baseline by sustaining zero routine flaring in the U.S. and commissioning additional compression in Oman | ►Ms. Hollub prioritized Occidental’s role as a responsible corporate citizen committed to diversity, safety, health and environmental excellence. ✓Fortune magazine ranked Occidental No. 1 among Most Admired Companies in the Mining, Crude-Oil Production category, 110th position among the 500 Biggest Companies, and Ms. Hollub herself received the prestigious Energy Executive of the Year award ✓OxyChem plants were honored with the Texas Chemical Council award and the LCA SAFE “Best in Louisiana” award, and Occidental Gulf of Mexico (GOM) received the Center of Offshore Safety’s Safety Leadership Award ✓Occidental continued to address the well-being of employees through programs such as Commit to You, Talk Saves Lives, and DIB | | COMPENSATION DECISIONS Base Salary: Effective February 20, 2023, Ms. Hollub’s salary was increased by $200,000 to $1,500,000, which the Compensation Committee determined was appropriate in light of her 2022 performance, scope of responsibilities and given that her base salary had not been fully restored to pre-COVID levels. Annual Cash Incentive: Ms. Hollub’s target ACI award opportunity was set in February 2023 at $2,250,000, an approximate 15% increase from 2022. Based on the company’s performance, the Compensation Committee approved an ACI payout of 150% of target. Long-Term Incentives: The target grant date value of Ms. Hollub’s LTI award package for 2023 was $11,250,000, an approximate 15% increase from 2022, which the Compensation Committee determined was appropriate in light of her 2022 performance and scope of responsibilities. For information regarding how the Compensation Committee determines the individual components of the LTI program, see “Elements of the 2023 Compensation Program – Long-Term Incentive Award Program” beginning on page 45. | 2023 TARGET COMPENSATION ($) in Thousands |
Compensation
| SUNIL MATHEW | Senior Vice President and Chief Financial Officer | | | | Mr. Mathew has served as Senior Vice President and Chief Financial Officer since August 2023. In this role, he oversees the Accounting, Tax, Treasury, Internal Audit and Investor Relations functions, as well as Corporate Planning and Business Development. Mr. Mathew previously served as Vice President Strategic Planning, Analysis and Business Development since 2020 where he directed the Company's planning and global business development functions and supported management in the development of short and long-term plans, annual capital allocation and business unit performance tracking. Tenure. Mr. Mathew joined the Company in 2004 and, before his appointment as Senior Vice President and Chief Financial Officer in August 2023, has held a variety of increasingly significant leadership positions. Performance Assessment. In assessing Mr. Mathew’s performance, the Compensation Committee considered his contribution in capital allocation and portfolio management to support Occidental’s overall strategic goals and performance objectives. Mr. Mathew oversaw the successful acquisition bid process for CrownRock, including evaluation of the assets and engagement with credit rating agencies and financing parties. Mr. Mathew’s efforts also included engaging with investors to communicate the rationale for the acquisition and the refreshed cash flow priorities and deleveraging plan. Mr. Mathew’s contributions also included optimizing Occidental’s cash resources, redeeming $1.5 billion of the preferred equity and repurchasing $1.8 billion of common equity. | | COMPENSATION DECISIONS Base Salary: In connection with Mr. Mathew’s appointment as Senior Vice President and Chief Financial Officer on August 9, 2023, Mr. Mathew’s base salary was increased by $40,000 to $700,000. Prior to him becoming an executive officer in May 2023, Ms. Hollub set Mr. Mathew’s base salary, target ACI award opportunity and target LTI award values. Annual Cash Incentive: Mr. Mathew’s target ACI award opportunity was set by Ms. Hollub at $700,000 prior to his appointment as an executive officer. Based on the company’s performance, the Compensation Committee approved an ACI payout of 150% of target. Long-Term Incentives: The target grant date value of Mr. Mathew’s LTI award package for 2023 was $3,100,000, which Ms. Hollub determined was appropriate in light of a review of Mr. Mathew’s scope of responsibilities and 2022 performance assessment as well as compensation surveys, publicly available peer company data and internal pay equity. For information regarding how the Compensation Committee determines individual components of the LTI program, see “Elements of the 2023 Compensation Program – Long-Term Incentive Award Program” beginning on page 45. | 2023 TARGET COMPENSATION ($) in Thousands |
Compensation
| KENNETH DILLON | Senior Vice President | | | | Mr. Dillon is a Senior Vice President of Occidental and the President of International Oil and Gas Operations for Occidental Oil and Gas Corporation, a subsidiary of Occidental. In this role, Mr. Dillon oversees the company’s operations in the Middle East, North Africa, South America and the Gulf of Mexico, as well as Major Projects and Supply Chain. Tenure. Mr. Dillon joined Occidental more than 30 years ago and, before his appointment as Senior Vice President in 2016, has held a variety of increasingly significant leadership positions. Performance Assessment. In assessing Mr. Dillon’s performance, the Compensation Committee considered his success in safely completing the Al Hosn Major Project Expansion significantly ahead of schedule, leading to record production in Abu Dhabi while achieving record HSE performance; negotiating the Algeria Plan of Development approval, which enabled commencement of the work program under the new contract; and achieving 40-year record production in Block 9 in Oman. In the Gulf of Mexico, Occidental’s first deepwater subsea pump was successfully installed and commissioned. Mr. Dillon’s involvement in OLCV major projects led to both STRATOS and other projects meeting project construction targets. Mr. Dillon also led a company-wide AI team to identify and focus on long-term opportunities in the space. | | COMPENSATION DECISIONS Base Salary: Effective February 20, 2023, Mr. Dillon’s salary was increased by $50,000 to $760,000, which the Compensation Committee determined was appropriate in light of his 2022 performance and scope of responsibilities. Annual Cash Incentive: Mr. Dillon’s target ACI award opportunity was set at $825,000, unchanged from 2022. Based on the company’s performance, the Compensation Committee approved an ACI payout of 150% of target. Long-Term Incentives: The target grant date value of Mr. Dillon’s LTI award package for 2023 was $3,500,000, unchanged from 2022, which the Compensation Committee determined was appropriate in light of his 2022 performance and scope of responsibilities. For information regarding how the Compensation Committee determines individual components of the LTI program, see “Elements of the 2023 Compensation Program – Long-Term Incentive Award Program” beginning on page 45. | 2023 TARGET COMPENSATION ($) in Thousands |
Compensation
| RICHARD A. JACKSON | Senior Vice President | | | | Mr. Jackson is a Senior Vice President of Occidental and the U.S. Onshore Resources and Carbon Management – President, Operations. In this role, Mr. Jackson leads the development and operations of Occidental’s U.S. onshore oil and gas businesses while continuing to advance and integrate the company’s low-carbon technologies and opportunities. His responsibilities include accelerating subsurface innovation, delivering value-added resource development and advancing operational technologies and key low carbon innovations. Tenure. Mr. Jackson joined Occidental more than 19 years ago and, before his appointment as Senior Vice President in 2020, has held a variety of increasingly significant leadership positions. Performance Assessment. In assessing Mr. Jackson’s performance, the Compensation Committee considered his contributions to the success of Occidental’s U.S. Onshore Resources (Oil and Gas) and Low Carbon technical and business progress. U.S. Onshore Oil and Gas business results included improvements in safety systems and results and strong production and cash flow delivery driven from Permian and Rockies production outperformance. Key advancements in new well performance and inventory generation also were important revenue drivers for 2023. Low Carbon advancements included significant U.S. Onshore Oil and Gas operational emissions reduction through sustained zero routine flaring, gathering and process equipment designs and retrofits, and through emissions measurement and LDAR acceleration technology applications. Mr. Jackson also oversaw CCUS progress through DOE grant partnerships for five key U.S. projects. Additionally, Mr. Jackson advanced DAC progress with STRATOS construction milestones being met or exceeded, more than 1 million tonnes of CDR credit sales in the aggregate and continued market recognition and growth for CDR credits. In addition, sequestration pore space for five strategic hubs now totals approximately six billion tonnes with Class VI injection well permit applications progressing for each hub. Mr. Jackson also was instrumental in Occidental’s investment in NET Power, which had a successful initial public offering and commercial plant planning in 2023, as well as other low carbon technology advancements, including direct lithium extraction progress. Mr. Jackson also had significant roles in the acquisition of Carbon Engineering, which closed in November 2023, and the CrownRock transaction, which is expected to close in the second half of 2024. | | COMPENSATION DECISIONS Base Salary: Effective February 20, 2023, Mr. Jackson’s salary was increased by $50,000 to $760,000, which the Compensation Committee determined was appropriate in light of his 2022 performance and scope of responsibilities. Annual Cash Incentive: Mr. Jackson’s target ACI award opportunity was set at $800,000, an increase of $100,000 from 2022. Based on the company’s performance, the Compensation Committee approved an ACI payout of 150% of target. Long-Term Incentives: The target grant date value of Mr. Jackson’s LTI award package for 2023 was $3,500,000, an approximate 9% increase from 2022, which the Compensation Committee determined was appropriate in light of his 2022 performance and scope of responsibilities. For information regarding how the Compensation Committee determines individual components of the LTI program, see “Elements of the 2023 Compensation Program – Long-Term Incentive Award Program” beginning on page 45. | 2023 TARGET COMPENSATION ($) in Thousands |
Compensation
| ROBERT L. PETERSON | Senior Vice President | | | | Mr. Peterson has served as Senior Vice President of Occidental since April 2020 and Executive Vice President, Essential Chemistry of Occidental Chemical Corporation (OxyChem) since August 2023. In his new role, Mr. Peterson has executive oversight for our chemical subsidiary OxyChem as well as operational readiness for Occidental’s first DAC plant STRATOS and subsequent DAC plants. Mr. Peterson’s team also provides early support and capability for the operation and maintenance of other OLCV projects that link with OxyChem’s core competencies. Mr. Peterson previously served as Chief Financial Officer from April 2020 until August 2023. In that role, he oversaw the Accounting, Tax, Treasury, Internal Audit and Investor Relations functions, as well as Corporate Planning and Business Development. Tenure. Mr. Peterson joined Occidental more than 25 years ago and, before his appointment as Executive Vice President, Essential Chemistry of OxyChem in 2023, has held a variety of increasingly significant leadership positions, including as noted above. Performance Assessment. In assessing Mr. Peterson’s performance, the Compensation Committee considered his leadership and management of his functional areas of responsibility, as well as his leadership and support for Occidental’s overall strategic goals and performance objectives. Mr. Peterson made meaningful contributions with respect to the oversight and management of the company’s financial strength, including balance sheet improvement, liquidity and financial controls that ultimately resulted in the company returning to an investment grade rating. Mr. Peterson’s efforts also included optimizing the capital program, constructing a shareholder return framework and maintaining open engagement with equity and fixed income investors, banks, and the broader financial community. Mr. Peterson’s contributions also included optimizing cash resources such that $1.5 billion of the preferred equity could be retired in addition to repurchases of $1.8 billion of common equity. This work included the use of short-term leverage instruments such as an expanded $600 million accounts receivable securitization facility. | | COMPENSATION DECISIONS Base Salary: Effective February 20, 2023, Mr. Peterson’s salary was increased by $30,000 to $740,000, which the Compensation Committee determined was appropriate in light of his 2022 performance and scope of responsibilities. Annual Cash Incentive: Mr. Peterson’s target ACI award opportunity was set at $700,000, unchanged from 2022. Based on the company’s performance, the Compensation Committee approved an ACI payout of 150% of target. Long-Term Incentives: The target grant date value of Mr. Peterson’s LTI award package for 2023 was $3,200,000, unchanged from 2022, which the Compensation Committee determined was appropriate in light of his 2022 performance and scope of responsibilities. For information regarding how the Compensation Committee determines individual components of the LTI program, see “Elements of the 2023 Compensation Program – Long-Term Incentive Award Program” beginning on page 45. | 2023 TARGET COMPENSATION ($) in Thousands |
Compensation
| JEFF F. SIMMONS | Senior Vice President | | | | Mr. Simmons has served as Senior Vice President of Technical and Operations Support and Chief Petrotechnical Officer since 2021, where he directs exploration activities for Occidental’s Gulf of Mexico and international assets. He also manages the corporate subsurface engineering and geoscience departments, providing technical support to all of Occidental’s oil and gas development projects, and he is responsible for the corporate reserve assurance team. Tenure. Mr. Simmons joined Occidental more than 23 years ago and, before his appointment as Senior Vice President and Chief Petrotechnical Officer, has held a variety of increasingly significant leadership positions. Performance Assessment. In assessing Mr. Simmons’s performance, the Compensation Committee considered his leadership in rebuilding Occidental’s Gulf of Mexico exploration program. Occidental’s Gulf of Mexico leasehold position has been materially increased through successful transactions with other companies and active participation in federal oil and gas lease sales in the Gulf of Mexico Outer Continental Shelf (OCS). During 2023, Occidental participated in two area-wide federal oil and gas lease sales that resulted in Occidental acquiring 60 OCS blocks. Through multi-block cross assignments negotiated with other operators and lease sales, Occidental has increased its gross lease position by approximately 70% relative to the end of 2021. Occidental participated in five Gulf of Mexico exploration wells in 2023 resulting in one discovery, which is currently being evaluated for tie-back to Occidental’s Lucius facility. Mr. Simmons is also responsible for international exploration, which has been key to sustaining production in Oman. In 2023, related programs contributed to setting new combined production records for Oman Blocks 9, 27 and 65 and enabled first oil sales from Abu Dhabi Block 3. He also provided oversight for the company’s reserve assurance process and led corporate subsurface technology teams that provided technical support for development projects worldwide. As Chief Petrotechnical Officer, Mr. Simmons also leads Occidental’s Strategic Technical Excellence Program (STEP), which recognizes and advances the importance of technical work in delivering industry-leading results. | | COMPENSATION DECISIONS Base Salary: Mr. Simmons became an executive officer of Occidental in May 2023 after the Compensation Committee had made 2023 compensation decisions for executive officers. Therefore, Mr. Simmons’s base salary was set by Ms. Hollub for 2023. Effective February 20, 2023, Mr. Simmons’s salary was $670,000. Annual Cash Incentive: Mr. Simmons’s target ACI award opportunity was set by Ms. Hollub at $700,000. Based on the company’s performance, the Compensation Committee approved an ACI payout of 150% of target. Long-Term Incentives: The target grant date value of Mr. Simmons’s LTI award package for 2023 was $3,000,000, which Ms. Hollub determined was appropriate in light of a review of Mr. Simmons’s scope of responsibilities and 2022 performance assessment as well as compensation surveys, publicly available peer company data and internal pay equity. For information regarding how the Compensation Committee determines individual components of the LTI program, see “Elements of the 2023 Compensation Program – Long-Term Incentive Award Program” beginning on page 45. | 2023 TARGET COMPENSATION ($) in Thousands |
Equity Grant Practices
Equity Grant Practices At its regularly scheduled February 2023 meeting, the Compensation Committee approved equity grants pursuant to the LTI program with a grant date of March 1, 2023. The grant date fair value of each of the CROCE and RSU awards was based on the closing price of Occidental’s common stock on the NYSE on the grant date, and the grant date fair value of the TSR award also incorporates the estimated payout percentage of the award as of the grant date. As specifically authorized by the terms of the 2015 LTIP, the Board, upon the recommendation of the Compensation Committee, has delegated to Ms. Hollub the authority to grant equity awards in certain circumstances to new employees and to grant equity awards to Occidental’s employees who are not executive officers within specified limits.
Summary Compensation
| SUMMARY COMPENSATION TABLE |
Summary Compensation
| Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards | Non-Equity Incentive Plan Compensation(2) | Nonqualified Deferred Compensation Earnings(3) | All Other Compensation(4) | Total | | Vicki Hollub President and Chief Executive Officer | 2023 | $1,472,603 | $— | $12,028,476 | $— | $3,375,000 | $174,726 | $684,214 | $17,735,019 | | | 2022 | $1,258,082 | $312,000 | $7,312,830 | $2,437,542 | $3,003,000 | $96,545 | $549,511 | $14,969,510 | | | 2021 | $1,000,000 | $— | $5,512,829 | $1,837,511 | $2,400,000 | $— | $318,199 | $11,068,539 | | Sunil Mathew(5) Senior Vice President and Chief Financial Officer | 2023 | $670,411 | $— | $3,457,479 | $— | $1,050,000 | $44,919 | $264,122 | $5,486,931 | | Kenneth Dillon Senior Vice President and President, International Oil and Gas Operations | 2023 | $753,151 | $— | $3,742,166 | $— | $1,237,500 | $101,562 | $315,989 | $6,150,368 | | | 2022 | $705,110 | $99,000 | $2,625,184 | $875,020 | $1,303,500 | $59,048 | $295,601 | $5,962,463 | | | 2021 | $675,000 | $— | $2,212,632 | $737,503 | $1,280,000 | $— | $169,936 | $5,075,071 | | Richard A. Jackson Senior Vice President and President, ORCM, Operations | 2023 | $753,151 | $— | $3,742,166 | $— | $1,200,000 | $71,228 | $279,206 | $6,045,751 | | | 2022 | $701,616 | $84,000 | $2,400,147 | $800,032 | $1,106,000 | $40,166 | $251,981 | $5,383,942 | | | 2021 | $650,000 | $— | $2,100,135 | $700,003 | $1,040,000 | $— | $163,523 | $4,653,661 | | Robert L. Peterson(6) Senior Vice President and Executive Vice President, Essential Chemistry, OCC | 2023 | $735,890 | $— | $3,421,431 | $— | $1,050,000 | $80,483 | $288,215 | $5,576,019 | | | 2022 | $701,616 | $84,000 | $2,400,147 | $800,032 | $1,106,000 | $46,113 | $271,909 | $5,409,817 | | | 2021 | $650,000 | $— | $2,100,135 | $700,003 | $1,040,000 | $— | $170,980 | $4,661,118 | | Jeff F. Simmons(7) Senior Vice President and Chief Petrotechnical Officer | 2023 | $665,890 | $— | $3,346,000 | $— | $1,050,000 | $125,733 | $273,937 | $5,461,560 |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The table below shows the plan-based awards granted by the Compensation Committee to the NEOs in 2023. For a summary of the key terms of the awards granted pursuant to the 2023 long-term incentive award program, see “Elements of the 2023 Compensation Program–Long-Term Incentive Award Program” beginning on page 45. For the actual amounts earned under the ACI award, see the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 56.
Grants of Plan-Based Awards
| GRANTS OF PLAN-BASED AWARDS |
Grants of Plan-Based Awards
| Name/Type of Award | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | V. Hollub | | | | | | | | | | | ACI | | $— | $2,250,000 | $4,500,000 | | | | | | | CROCE(2) | 03/01/2023 | | | | 14,131 | 56,524 | 113,048 | | $3,375,048 | | RSU(3) | 03/01/2023 | | | | | | | 75,365 | $4,500,044 | | TSR(4) | 03/01/2023 | | | | 14,131 | 56,524 | 113,048 | | $4,153,384 | | S. Mathew | | | | | | | | | | | ACI | | $— | $700,000 | $1,400,000 | | | | | | | RSU(3) | 03/01/2023 | | | | | | | 25,959 | $1,550,012 | | TSR(4) | 03/01/2023 | | | | 6,490 | 25,959 | 51,918 | | $1,907,467 | | K. Dillon | | | | | | | | | | | ACI | | $— | $825,000 | $1,650,000 | | | | | | | CROCE(2) | 03/01/2023 | | | | 4,397 | 17,585 | 35,170 | | $1,050,000 | | RSU(3) | 03/01/2023 | | | | | | | 23,447 | $1,400,020 | | TSR(4) | 03/01/2023 | | | | 4,397 | 17,585 | 35,170 | | $1,292,146 | | R. Jackson | | | | | | | | | | | ACI | | $— | $800,000 | $1,600,000 | | | | | | | CROCE(2) | 03/01/2023 | | | | 4,397 | 17,585 | 35,170 | | $1,050,000 | | RSU(3) | 03/01/2023 | | | | | | | 23,447 | $1,400,020 | | TSR(4) | 03/01/2023 | | | | 4,397 | 17,585 | 35,170 | | $1,292,146 | | R. Peterson | | | | | | | | | | | ACI | | $— | $700,000 | $1,400,000 | | | | | | | CROCE(2) | 03/01/2023 | | | | 4,020 | 16,078 | 32,156 | | $960,017 | | RSU(3) | 03/01/2023 | | | | | | | 21,437 | $1,280,003 | | TSR(4) | 03/01/2023 | | | | 4,020 | 16,078 | 32,156 | | $1,181,411 | | J. Simmons | | | | | | | | | | | ACI | | $— | $700,000 | $1,400,000 | | | | | | | RSU(3) | 03/01/2023 | | | | | | | 25,122 | $1,500,035 | | TSR(4) | 03/01/2023 | | | | 6,281 | 25,122 | 50,244 | | $1,845,965 |
Grants of Plan-Based Awards
(1)Amounts shown reflect the possible payout range of the 2023 ACI award. For the actual amounts earned pursuant to the ACI award, see the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 56. For 2023, payout of the ACI award was based on Occidental’s performance with respect to certain key company performance metrics. The ACI award is described further under “Compensation Discussion and Analysis—Elements of the 2023 Compensation Program—Annual Cash Incentive” beginning on page 43. (2)The grant date fair value of the CROCE award is equal to the target number of CROCE PSUs originally granted multiplied by $59.71, the closing price of Occidental’s common stock on the grant date. Actual payout of the CROCE award may be zero or range from 25% to 200% of the target number of CROCE PSUs granted based on Occidental’s CROCE at the end of the three-year performance period. For more information regarding the payout possibilities of the CROCE award, please see “Compensation Discussion and Analysis—Elements of the 2023 Compensation Program—Long-Term Incentive Award Program—Cash Return on Capital Employed (CROCE) Award” on page 46. (3)The grant date fair value of the RSU award is equal to the number of RSUs granted multiplied by $59.71, the closing price of Occidental’s common stock on the grant date. The RSU award vests ratably over three years with one-third vesting on each of February 29, 2024 and February 28, 2025 and 2026, subject to continued employment, and is payable in shares of common stock upon vesting. The vested shares are subject to a two-year holding period. The value of the RSU award at vesting will depend on the closing price of Occidental’s common stock on each vesting date. For more information regarding the RSU award, see “Compensation Discussion and Analysis—Elements of the 2023 Compensation Program—Long-Term Incentive Award Program—Restricted Stock Unit (RSU) Award” on page 46. (4)The grant date fair value of the TSR award is based on a Monte Carlo simulation in accordance with FASB ASC 718. Actual payout of the TSR award may be zero or range from 25% to 200% of the target number of TSR PSUs granted based on Occidental’s TSR at the end of the three-year performance period as compared to the TSR of the performance peer companies, and whether Occidental’s absolute TSR value for the performance period is positive. For more information regarding the payout possibilities of the TSR award, please see “Compensation Discussion and Analysis—Elements of the 2023 Compensation Program—Long-Term Incentive Award Program—Total Shareholder Return (TSR) Award” beginning on page 45. Table of Contents Executive Compensation Tables
Grants of Plan-Based Awards
| 2024 Proxy Statement | | | | 57 |
Outstanding Equity Awards
Outstanding Equity Awards The table below sets forth the outstanding equity awards held by the NEOs as of December 31, 2023.
Outstanding Equity Awards
| OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023 |
Outstanding Equity Awards
| | | Nonqualified Stock Options and Stock Appreciation Rights | | | | Stock Awards | | | | | Name/ Type of Award | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(2) | | V. Hollub | | | | | | | | | | | NQSO | 02/14/2020 | 599,309 | | $40.03 | 02/14/2030 | | | | | | NQSO(3) | 02/12/2021 | 96,303 | 48,151 | $25.39 | 02/12/2031 | | | | | | NQSO(3) | 02/11/2022 | 34,738 | 69,475 | $42.98 | 02/11/2032 | | | | | | SAR | 02/14/2020 | 256,846 | | $40.03 | 02/14/2030 | | | | | | RSU(4) | 02/12/2021 | | | | | 24,124 | $1,440,444 | | | | RSU(4) | 02/11/2022 | | | | | 37,808 | $2,257,516 | | | | RSU(4) | 03/01/2023 | | | | | 75,365 | $4,500,044 | | | | CROCE(5) | 02/11/2022 | | | | | | | 113,426 | $6,772,666 | | CROCE(5) | 03/01/2023 | | | | | | | 113,048 | $6,750,096 | | TSR(6) | 02/11/2022 | | | | | | | 78,360 | $4,678,876 | | TSR(6) | 03/01/2023 | | | | | | | 56,524 | $3,375,048 | | S. Mathew | | | | | | | | | | | RSU(4) | 02/12/2021 | | | | | 16,410 | $979,841 | | | | RSU(4) | 02/11/2022 | | | | | 22,491 | $1,342,938 | | | | RSU(4) | 03/01/2023 | | | | | 25,959 | $1,550,012 | | | | TSR(6) | 02/11/2022 | | | | | | | 46,614 | $2,783,322 | | TSR(6) | 03/01/2023 | | | | | | | 25,959 | $1,550,012 | | K. Dillon | | | | | | | | | | | NQSO | 02/14/2020 | 240,539 | | $40.03 | 02/14/2030 | | | | | | NQSO(3) | 02/12/2021 | 38,652 | 19,326 | $25.39 | 02/12/2031 | | | | | | NQSO(3) | 02/11/2022 | 12,470 | 24,940 | $42.98 | 02/11/2032 | | | | | | RSU(4) | 02/12/2021 | | | | | 9,682 | $578,112 | | | | RSU(4) | 02/11/2022 | | | | | 13,572 | $810,384 | | | | RSU(4) | 03/01/2023 | | | | | 23,447 | $1,400,020 | | | | CROCE(5) | 02/11/2022 | | | | | | | 40,718 | $2,431,272 | | CROCE(5) | 03/01/2023 | | | | | | | 35,170 | $2,100,001 | | TSR(6) | 02/11/2022 | | | | | | | 28,130 | $1,679,642 | | TSR(6) | 03/01/2023 | | | | | | | 17,585 | $1,050,000 | | R. Jackson | | | | | | | | | | | NQSO(3) | 02/12/2021 | 36,687 | 18,343 | $25.39 | 02/12/2031 | | | | | | NQSO(3) | 02/11/2022 | 11,402 | 22,802 | $42.98 | 02/11/2032 | | | | | | RSU(4) | 02/12/2021 | | | | | 9,190 | $548,735 | | | | RSU(4) | 02/11/2022 | | | | | 12,409 | $740,941 | | | | RSU(4) | 03/01/2023 | | | | | 23,447 | $1,400,020 | | | | CROCE(5) | 02/11/2022 | | | | | | | 37,228 | $2,222,884 | | CROCE(5) | 03/01/2023 | | | | | | | 35,170 | $2,100,001 | | TSR(6) | 02/11/2022 | | | | | | | 25,718 | $1,535,622 | | TSR(6) | 03/01/2023 | | | | | | | 17,585 | $1,050,000 |
Outstanding Equity Awards
Table of Contents Executive Compensation Tables
Outstanding Equity Awards
| | | | 58 | |
Outstanding Equity Awards
| | | Nonqualified Stock Options and Stock Appreciation Rights | | | | Stock Awards | | | | | Name/ Type of Award | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(2) | | R. Peterson | | | | | | | | | | | NQSO(3) | 02/12/2021 | 36,687 | 18,343 | 25.39 | 02/12/2031 | | | | | | NQSO(3) | 02/11/2022 | 11,402 | 22,802 | 42.98 | 02/11/2032 | | | | | | RSU(4) | 02/12/2021 | | | | | 9,190 | $548,735 | | | | RSU(4) | 02/11/2022 | | | | | 12,409 | $740,941 | | | | RSU(4) | 03/01/2023 | | | | | 21,437 | $1,280,003 | | | | CROCE(5) | 02/11/2022 | | | | | | | 37,228 | $2,222,884 | | CROCE(5) | 03/01/2023 | | | | | | | 32,156 | $1,920,035 | | TSR(6) | 02/11/2022 | | | | | | | 25,718 | $1,535,622 | | TSR(6) | 03/01/2023 | | | | | | | 16,078 | $960,017 | | J. Simmons | | | | | | | | | | | RSU(4) | 02/12/2021 | | | | | 16,410 | $979,841 | | | | RSU(4) | 02/11/2022 | | | | | 23,266 | $1,389,213 | | | | RSU(4) | 03/01/2023 | | | | | 25,122 | $1,500,035 | | | | TSR(6) | 02/11/2022 | | | | | | | 48,222 | $2,879,336 | | TSR(6) | 03/01/2023 | | | | | | | 25,122 | $1,500,035 |
Outstanding Equity Awards
(1)Anti-dilution adjustments were previously made to the exercise price and the number of shares of common stock underlying the 2020 NQSO and stock appreciation right (SAR) awards in connection with the warrant distribution on August 3, 2020. The closing price of Occidental’s common stock on the NYSE on December 29, 2023 ($59.71) was in excess of the strike price of the outstanding NQSO awards and the grant price of the 2020 SAR award. (2)The dollar amounts shown represent the product of the number of shares or units shown in the column immediately to the left and $59.71, the closing price of Occidental’s common stock on the NYSE on December 29, 2023. (3)The remaining unvested portion of the 2021 NQSO award vested on February 28, 2024. One-third of the 2022 NQSO award vested on February 28, 2024, and the remaining unvested portion will vest on February 28, 2025. (4)The RSU awards vest ratably over a three-year period, subject to continued employment. The unvested portion of the RSU award granted in February 2021 vested on February 28, 2024; one-third of the RSU award granted in February 2022 vested on February 28, 2024 and the remaining unvested portion will vest on February 28, 2025; one-third of the RSU award granted in February 2023 vested on February 29, 2024 and the remaining unvested portion will vest ratably on February 28, 2025 and 2026. (5)Pursuant to SEC rules, the values shown for the CROCE awards granted in 2022 and 2023 reflect a payout at the maximum performance level based on Occidental’s above-target performance through December 31, 2023. The CROCE awards vest based on the achievement of the applicable CROCE performance goal over the three-year performance period. The performance periods for the 2022 and 2023 CROCE awards end on December 31, 2024 and December 31, 2025, respectively. The ultimate payout may be less than the amounts shown, with the possibility of no payout, depending on the outcome of the performance criteria and the value of Occidental’s common stock on the award certification date. (6)Pursuant to SEC rules, the values shown for the TSR awards granted in 2022 reflect a payout at the maximum performance level, based on the above-target performance of Occidental through December 31, 2023, and the values shown for the TSR awards granted in 2023 reflect a payout at the target performance level, based on the above-threshold but below target performance of Occidental through December 31, 2023. The TSR awards vest based on the achievement of the applicable TSR performance goal over the three-year performance period. The performance periods for the 2022 and 2023 TSR awards end on December 31, 2024 and December 31, 2025, respectively. The ultimate payout may be less or more than the amounts shown, with the possibility of no payout, depending on the outcome of the performance criteria and the value of Occidental’s common stock on the award certification date. Table of Contents Executive Compensation Tables
Outstanding Equity Awards
| 2024 Proxy Statement | | | | 59 |
Stock Vested in 2023
Stock Vested in 2023 The following table summarizes, for the NEOs, the stock awards vested during 2023. No NQSO or SAR awards were exercised by the NEOs in 2023.
Stock Vested in 2023
| PREVIOUSLY GRANTED STOCK AWARDS VESTED IN 2023 |
Stock Vested in 2023
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | V. Hollub | 319,077 | $18,955,104 | | S. Mathew | 92,080 | $5,462,606 | | K. Dillon | 116,591 | $6,935,902 | | R. Jackson | 113,632 | $6,757,114 | | R. Peterson | 113,231 | $6,733,632 | | J. Simmons | 97,276 | $5,766,883 |
Stock Vested in 2023
(1)Amounts shown represent the product of the number of shares vested and the closing price of Occidental’s common stock on the NYSE on either the award’s certification date, for performance-based awards, or the award’s vesting date, for time-vested awards. In each case, the number of shares acquired at vesting and the value realized at vesting do not include any reduction in vested shares or value realized associated with the withholding of shares to satisfy tax withholding obligations.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation
Modified Deferred Compensation Plan
| NONQUALIFIED DEFERRED COMPENSATION |
Potential Payments upon Termination or Change
Potential Payments upon Termination or Change
Potential Payments
Potential Payments In the table that follows, payments and other benefits provided to the NEOs in connection with various termination and termination following a change in control situations are set out as if the conditions for payment had occurred and the applicable triggering events took place on December 31, 2023, with equity values calculated using the closing price of Occidental’s common stock as of December 29, 2023 ($59.71), the last trading day of our 2023 fiscal year. The amounts shown are in addition to the payments and benefits that are potentially available to all full-time salaried U.S. payroll employees, such as amounts vested under the Savings Plan and other tax-qualified retirement plans, amounts vested under Occidental’s nonqualified deferred compensation plans, payment for accrued PTO up to a maximum accrual ceiling of 350 hours, and disability benefits, among others. Actual amounts to be paid will depend on several factors, such as the date of each NEO’s separation from Occidental or the occurrence of a change in control event, Occidental’s ultimate achievement of performance goals underlying performance awards and the price of Occidental’s common stock when such awards are earned, if at all. The disclosures below do not take into consideration any requirements under Section 409A of the Internal Revenue Code, which could affect the timing of payments and distributions, or any reductions resulting from the application of the net best after tax provisions under the Severance Plan and CIC Severance Plan.
Potential Payments
| Name/Type of Benefit(1) | Retirement(2) | Death or Disability | Involuntary Termination without Cause(3) | Change in Control | Change in Control and Qualifying Termination(4) | | V. Hollub | | | | | | | RSU Awards(5) | $8,198,004 | $3,408,486 | $3,408,486 | $— | $8,198,004 | | CROCE Awards(6) | $12,000,616 | $6,252,230 | $6,252,230 | $— | $12,000,616 | | TSR Awards(7) | $5,755,516 | $3,475,073 | $3,475,073 | $— | $8,053,924 | | NQSOs(8) | $2,814,859 | $2,814,859 | $1,871,670 | $— | $2,814,859 | | Cash Severance(9) | $— | $— | $7,500,000 | $— | $11,212,500 | | Pro-Rata Bonus(9) | $3,375,000 | $3,375,000 | $2,250,000 | $— | $3,375,000 | | Health & Welfare Benefits(9) | $— | $— | $41,612 | $— | $41,612 | | Outplacement(9) | $— | $— | $30,000 | $— | $30,000 | | Total | $32,143,995 | $19,325,648 | $24,829,071 | $— | $45,726,515 | | S. Mathew | | | | | | | RSU Awards(5) | $1,816,080 | $1,816,080 | $1,816,080 | $— | $3,872,791 | | TSR Awards(7) | $2,948,007 | $2,018,561 | $2,018,561 | $— | $4,333,334 | | Cash Severance(9) | $— | $— | $2,100,000 | $— | $2,800,000 | | Pro-Rata Bonus(9) | $1,050,000 | $1,050,000 | $700,000 | $— | $1,050,000 | | Health & Welfare Benefits(9) | $— | $— | $57,312 | $— | $57,312 | | Outplacement(9) | $— | $— | $30,000 | $— | $30,000 | | Total | $5,814,087 | $4,884,641 | $6,721,953 | $— | $12,143,437 | | K. Dillon | | | | | | | RSU Awards(5) | $2,788,517 | $1,214,621 | $1,214,621 | $— | $2,788,517 | | CROCE Awards(6) | $4,057,722 | $2,161,173 | $2,161,173 | $— | $4,057,722 | | TSR Awards(7) | $2,014,592 | $1,230,407 | $1,230,407 | $— | $2,729,643 | | NQSOs(8) | $1,080,515 | $1,080,515 | $730,648 | $— | $1,080,515 | | Cash Severance(9) | $— | $— | $2,377,500 | $— | $3,170,000 | | Pro-Rata Bonus(9) | $1,237,500 | $1,237,500 | $825,000 | $— | $1,237,500 | | Health & Welfare Benefits(9) | $— | $— | $36,816 | $— | $36,816 | | Outplacement(9) | $— | $— | $30,000 | $— | $30,000 | | Total | $11,178,846 | $6,924,216 | $8,606,165 | $— | $15,130,713 |
Potential Payments
Table of Contents Executive Compensation Tables
Potential Payments
| 2024 Proxy Statement | | | | 63 |
Potential Payments
| Name/Type of Benefit(1) | Retirement(2) | Death or Disability | Involuntary Termination without Cause(3) | Change in Control | Change in Control and Qualifying Termination(4) | | R. Jackson | | | | | | | RSU Awards(5) | $1,160,942 | $1,160,942 | $1,160,942 | $— | $2,689,697 | | CROCE Awards(6) | $2,764,602 | $2,022,407 | $2,022,407 | $— | $3,849,334 | | TSR Awards(7) | $1,647,183 | $1,134,393 | $1,134,393 | $— | $2,585,622 | | NQSOs(8) | $687,360 | $1,011,009 | $687,360 | $— | $1,011,009 | | Cash Severance(9) | $— | $— | $2,340,000 | $— | $3,120,000 | | Pro-Rata Bonus(9) | $1,200,000 | $1,200,000 | $800,000 | $— | $1,200,000 | | Health & Welfare Benefits(9) | $— | $— | $52,774 | $— | $52,774 | | Outplacement(9) | $— | $— | $30,000 | $— | $30,000 | | Total | $7,460,087 | $6,528,751 | $8,227,876 | $— | $14,538,436 | | R. Peterson | | | | | | | RSU Awards(5) | $1,127,444 | $1,127,444 | $1,127,444 | $— | $2,569,680 | | CROCE Awards(6) | $2,718,172 | $1,975,977 | $1,975,977 | $— | $3,709,951 | | TSR Awards(7) | $1,637,621 | $1,124,832 | $1,124,832 | $— | $2,495,639 | | NQSOs(8) | $687,360 | $1,011,009 | $687,360 | $— | $1,011,009 | | Cash Severance(9) | $— | $— | $2,160,000 | $— | $2,880,000 | | Pro-Rata Bonus(9) | $1,050,000 | $1,050,000 | $700,000 | $— | $1,050,000 | | Health & Welfare Benefits(9) | $— | $— | $57,571 | $— | $57,571 | | Outplacement(9) | $— | $— | $30,000 | $— | $30,000 | | Total | $7,220,597 | $6,289,262 | $7,863,184 | $— | $13,803,850 | | J. Simmons | | | | | | | RSU Awards(5) | $3,869,089 | $1,821,454 | $1,821,454 | $— | $3,869,089 | | TSR Awards(7) | $3,357,847 | $2,077,257 | $2,077,257 | $— | $4,379,370 | | Cash Severance(9) | $— | $— | $2,055,000 | $— | $2,740,000 | | Pro-Rata Bonus(9) | $1,050,000 | $1,050,000 | $700,000 | $— | $1,050,000 | | Health & Welfare Benefits(9) | $— | $— | $39,517 | $— | $39,517 | | Outplacement(9) | $— | $— | $30,000 | $— | $30,000 | | Total | $8,276,936 | $4,948,711 | $6,723,228 | $— | $12,107,976 |
Potential Payments
(1)The treatment of outstanding equity awards in connection with each termination scenario specified in this table is summarized in the chart below:
Potential Payments
| Type of Award | Eligible Retirement under the Retirement Policy | Retirement with Occidental Consent (which is not an Eligible Retirement under the Retirement Policy) | Death or Disability | Involuntary Termination without Cause | Change in Control | Change in Control and Qualifying Termination | | RSU | Award vests in full. | Award vests on a pro- rata basis. | Award vests on a pro-rata basis. | Award vests on a pro-rata basis. | No effect. | Award vests in full. | | CROCE, TSR | Award vests in full, subject to actual performance. | Award vests on a pro- rata basis, subject to actual performance; if retirement occurs on or after the 12-month anniversary of the grant date, the award vests in full, subject to actual performance. | Award vests on a pro-rata basis, subject to actual performance. | Award vests on a pro-rata basis, subject to actual performance. | Award is converted into restricted shares at target level, subject to continued service vesting.(10) | Award vests at greater of target level or actual performance. | | NQSO, SAR | Award vests in full. | Award vests on a pro- rata basis. | Award vests in full. | Award vests on a pro-rata basis. | No effect. | Award vests in full. |
Potential Payments
(2)For Ms. Hollub, Mr. Dillon and Mr. Simmons, assumes an Eligible Retirement under our Retirement Policy because such NEOs have qualified for Eligible Retirement as of December 31, 2023 based on their age and years of service (actual retirement treatment is subject to their compliance with the other requirements of our Retirement Policy, as described above). For the other NEOs, assumes retirement with Occidental consent under the terms of outstanding equity awards, which is not an Eligible Retirement under our Retirement Policy. (3)Applicable to involuntary terminations without cause as defined in the Severance Plan. (4)A qualifying termination means a termination by Occidental other than for “cause” or a termination by the NEO for “good reason” (in each case, as defined in the CIC Severance Plan) within 24 months following the date of the “change in control” (as defined in the CIC Severance Plan). (5)The dollar amount shown represents the value realized upon the vesting of the RSU awards upon the occurrence of the applicable potential payment event, which is equal to the product of Occidental’s year-end closing stock price and the number of shares that vest in accordance with the terms of the applicable award. Table of Contents Executive Compensation Tables
Potential Payments
| | | | 64 | |
Potential Payments
(6)The dollar amount shown represents the value realized upon the vesting of the 2022 and 2023 CROCE awards upon the occurrence of the applicable potential payment event, which is equal to the product of Occidental’s year-end closing stock price and the number of shares that vest in accordance with the terms of the applicable award. Shares that vest in connection with these termination scenarios are subject to the actual attainment of the applicable performance goal, which have been estimated for purposes of this table based on Occidental’s performance through December 31, 2023 at maximum performance for the 2022 CROCE awards and above-target performance for the 2023 CROCE awards. (7)The dollar amount shown represents the value realized upon the vesting of the 2022 and 2023 TSR awards, which is equal to the product of the year-end closing stock price and the number of shares that vest in accordance with the terms of the award. Shares that vest in connection with these termination scenarios are subject to the actual attainment of the applicable performance goal, which have been estimated for purposes of this table based on the performance of Occidental as of December 31, 2023 at maximum performance for the 2022 TSR awards and above-threshold performance for the 2023 TSR awards (which in the case of a change in control and qualifying termination results in vesting of the 2023 TSR awards at target). (8)The dollar amounts shown represents the value realized upon the vesting of the 2021 and 2022 NQSO awards, as applicable, calculated as the excess of Occidental’s closing stock price on December 29, 2023 over the strike price of each of the 2021 and 2022 NQSO awards, multiplied by the number of NQSO awards that vest in accordance with the terms of the applicable award. (9)For more information, see “Executive Compensation Tables–Executive Severance and Change in Control” beginning on page 61. (10)No values have been included for the conversion of CROCE and TSR awards at target level upon a change in control because such awards will remain subject to continued service-based vesting conditions following conversion. Table of Contents Executive Compensation Tables
Potential Payments
| 2024 Proxy Statement | | | | 65 |
Pay vs. Performance
Pay vs. Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as calculated in accordance with such rule) (CAP) and certain financial performance metrics of Occidental. For further information concerning Occidental’s pay for performance philosophy and how Occidental aligns executive compensation with performance, see “Compensation Discussion and Analysis–Compensation Program Emphasizes Performance” beginning on page 40.
Pay vs. Performance
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Other NEOs(3) | Average Compensation Actually Paid to Other NEOs(2) | Occidental Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | Net Income(6) (millions) | CROCE(7) (non-GAAP) | | 2023 | $17,735,019 | $14,733,197 | $5,744,126 | $5,140,082 | $164 | $160 | $4,696 | 23% | | 2022 | $14,969,510 | $59,216,041 | $5,953,206 | $15,703,810 | $171 | $160 | $13,304 | 36% | | 2021 | $11,068,539 | $25,210,335 | $4,898,834 | $7,786,898 | $78 | $100 | $2,322 | 22% | | 2020 | $14,165,451 | $7,782,684 | $4,697,945 | $1,381,898 | $46 | $68 | $(14,831) | 9% |
Pay vs. Performance
(1)The dollar amounts reported are the amounts of “Total” compensation reported in our Summary Compensation Table for our CEO, Vicki Hollub, during each year. (2)The dollar amounts reported represent the amount of CAP to the CEO and the average amount of CAP to the applicable NEOs, computed in accordance with SEC rules, for each year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the CEO or the actual average amount of compensation earned by or paid to such NEOs during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation or average total compensation, as applicable, to determine the compensation actually paid in 2023:
Pay vs. Performance
| | Reported Summary Compensation Table Total | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | CAP | | CEO | $17,735,019 | $12,028,476 | $9,026,654 | $14,733,197 | | Other NEOs | $5,744,126 | $3,541,848 | $2,937,804 | $5,140,082 |
Pay vs. Performance
(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the CEO and the average thereof for the other NEOs. (b)The equity award adjustments for the CEO and the average thereof for the other NEOs were calculated consistent with U.S. generally accepted accounting principles, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. These adjustments include the addition (or subtraction, as applicable) of the following:
Pay vs. Performance
| | Year End Fair Value of Equity Awards Granted During the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Change in Fair Value From Prior Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | Total Equity Award Adjustments | | CEO | $13,233,653 | $(837,535) | $(3,429,996) | $60,532 | $9,026,654 | | Other NEOs | $3,623,795 | $(148,345) | $(570,608) | $32,962 | $2,937,804 |
Pay vs. Performance
(3)The dollar amounts reported represent the average of the amounts reported for Occidental’s NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Mr. Mathew, Mr. Dillon, Mr. Jackson, Mr. Peterson and Mr. Simmons; (ii) for 2022, Mr. Peterson, Mr. Bennett, Mr. Dillon, Mr. Jackson and Marcia E. Backus; (iii) for 2021, Mr. Peterson, Ms. Backus, Mr. Dillon and Mr. Jackson; and (iv) for 2020, Mr. Peterson, Ms. Backus, Mr. Dillon, Christopher O. Champion, Edward A. Lowe, Cedric W. Burgher and Oscar Brown. (4)Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the 1-, 2-, 3- and 4-year periods beginning December 31, 2019 and running through each fiscal year end, assuming dividend reinvestment, and the difference between Occidental’s share price at the end and the beginning of the applicable measurement period by Occidental’s share price on December 31, 2019. (5)Amounts reported in this column assume that dividends were reinvested on the day of issuance. The peer group used for this purpose is the performance peer group as described in “Compensation Discussion and Analysis–Participants in the Executive Compensation Decision-Making Process–Role of Peer Company Information” on page 42 exclusive of the S&P 500 Index. The peer group TSR for 2022 and 2021 in the pay versus performance disclosure in our 2023 proxy statement inadvertently included Occidental and applied a different methodology for calculating the return of a peer that previously reported under two share classes. We have adjusted the amounts in this column to reflect the recalculated peer group TSR for such years. (6)The dollar amounts reported represent the amount of net income reflected in Occidental’s audited financial statements for the applicable year. The pay versus performance disclosure in our 2023 proxy statement inadvertently reported our income from continuing operations instead of net income for 2021 and 2020. We have adjusted the amounts in this column to reflect our net income for such years. (7)CROCE is defined by Occidental as cash flows from operating activities before changes in working capital plus any distributions from Western Midstream Partners, LP which are included in cash flows from investing activities divided by average total debt plus stockholders’ equity (average of the beginning and ending totals for the applicable period). Management believes that CROCE is useful to investors when comparing our profitability and the efficiency with which management has employed capital over time relative to other companies. CROCE is not considered to be an alternative to net income reported in accordance with GAAP. Table of Contents
Pay vs. Performance
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Pay versus Performance Table
Pay versus Performance Table As described in more detail in the “Compensation Discussion and Analysis” beginning on page 35, Occidental’s executive compensation program reflects a variable pay-for-performance philosophy. While Occidental utilizes several performance measures to align executive compensation with company performance, all of those company measures are not presented in the Pay versus Performance table. Moreover, Occidental generally seeks to incentivize long-term performance, and therefore does not specifically align Occidental’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, Occidental is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
Compensation Actually Paid and TSR
Compensation Actually Paid and TSR
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income
Compensation Actually Paid and CROCE
Compensation Actually Paid and CROCE Table of Contents Pay vs. Performance
Compensation Actually Paid and CROCE
| 2024 Proxy Statement | | | | 67 |
Compensation Actually Paid and CROCE
| | CAP to CEO ($M) | | | Average CAP to Other NEOs ($M) | | | Company TSR ($)* | | | Peer Group TSR ($)* |
Compensation Actually Paid and CROCE
| | CAP to CEO ($M) | | | Average CAP to Other NEOs ($M) | | | CROCE |
Compensation Actually Paid and CROCE
| | CAP to CEO ($M) | | | Average CAP to Other NEOs ($M) | | | Net Income ($B) |
Compensation Actually Paid and CROCE
* Value of initial fixed $100 investment on December 31, 2019.
Pay Ratio
Pay Ratio For 2023, the annual total compensation of the median compensated employee of Occidental was $190,610; the annual total compensation of Ms. Hollub for purposes of this pay ratio disclosure was $17,755,217; and the ratio of these amounts is approximately 93 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on Occidental’s payroll records and the methodology described below. Pay Ratio Methodology. To identify the “median employee” (as defined by SEC rules), as well as to determine the annual total compensation of the median employee, we used certain permitted assumptions, adjustments and estimates, as described further below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Employee Population. We identified the median employee from Occidental’s employee population as of October 1, 2023. After excluding 398 employees pursuant to the de minimis exemption (as described below), Occidental’s employee population consisted of 11,948 employees. Under the de minimis exemption, Occidental was permitted to exclude up to 5% of its total employees who are non-U.S. employees. Occidental relied on this exemption to exclude the employee populations of the following jurisdictions, which collectively accounted for less than 5% of Occidental’s total employee population of 12,346 as of October 1, 2023: Chile (103); Canada (95); United Arab Emirates (76); Bolivia (63); United Kingdom (24); Algeria (13); Singapore (6); Belgium (4); Colombia (4); Hong Kong (4); Japan (2); Mexico (2); Brazil (1); and Côte d’Ivoire (1). Compensation Measure to Identify Median Employee. To identify the median employee, we used the annual salary or wages of each employee as of October 1, 2023, plus any annual bonus paid to each employee during 2023, each as reported in Occidental’s payroll systems. Total Compensation in 2023. We calculated the median employee’s compensation for 2023 in accordance with the requirements of Item 402 of Regulation S-K, which is equal to the amount of the median employee’s compensation for 2023 that would have been reported in the Summary Compensation Table on page 56, plus Occidental’s contributions for the median employee’s non-discriminatory health and welfare benefits. With respect to the annual total compensation of Ms. Hollub, we used the amount reported in the “Total” column of the Summary Compensation Table on page 56, plus the contributions identified above for the median employee, to the extent applicable. Table of Contents
Pay Ratio
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