DEF 14A of Conocophillips, Mar 30, 2026

DEF 14A of Conocophillips

Filed Mar 30, 2026 · FY20250001104659-26-036366

Open on EDGAR

  1. Director Nominees

    Director Nominees The Board recommends a vote FOR each of the 13 nominees listed below. All of the nominees are currently serving as directors.*

  2. Director Nominees

    | | Dennis V. Arriola Former CEO, Avangrid, Inc. Age: 65 Director Since: 2022 | | Nelda J. Connors Founder and CEO, Pine Grove Holdings Age: 60 Director Since: 2024 | | Gay Huey Evans CBE Former Chairman, London Metal Exchange Age: 71 Director Since: 2013 |

  3. Director Nominees

    | | Jeffrey A. Joerres Former Executive Chairman and CEO, ManpowerGroup Inc. Age: 66 Director Since: 2018 | | Ryan M. Lance Chairman and CEO, ConocoPhillips Age: 63 Director Since: 2012 | | Timothy A. Leach Former Chairman and CEO, Concho Resources Inc. Age: 66 Director Since: 2021 |

  4. Director Nominees

    | | Kathleen A. McGinty VP and Chief Sustainability and External Relations Officer, Johnson Controls International plc Age: 62 Director Since: 2025 | | William H. McRaven Retired U.S. Navy Four-Star Admiral (SEAL) Age: 70 Director Since: 2018 | | Sharmila Mulligan Former Chief Strategy Officer, Alteryx Age: 60 Director Since: 2017 |

  5. Director Nominees

    | | Arjun N. Murti Partner, Veriten LLC Age: 57 Director Since: 2015 | | Robert A. Niblock Former Chairman, President and CEO, Lowe’s Companies, Inc. Age: 63 Director Since: 2010 | | David T. Seaton Former Chairman and CEO, Fluor Corporation Age: 64 Director Since: 2020 |

  6. Director Nominees

    | | R.A. Walker Former Chairman and CEO, Anadarko Petroleum Corporation Age: 69 Director Since: 2020 |

  7. Director Nominees

    | Committees Currently and effective as of May 11, 2026 | | | | | | | | Executive Committee | | Audit and Finance Committee | | Committee on Directors’ Affairs | | | Human Resources and Compensation Committee | | Public Policy and Sustainability Committee | | Circle indicates Chair | | | Lead Director | | | | |

  8. Director Nominees

    Ages as of April 1, 2026 Diversity of Board Skills and Experience

  9. Director Nominees

    | Board Skills and Experience | | | | | CEO or Senior Officer CEO or senior officer experience demonstrates a practical understanding of organizations, processes, strategy, risk, and risk management. | | | | Environmental/Sustainability Environmental/sustainability experience ensures that strategic business essentials and long-term value creation for stockholders are achieved with a responsible, sustainable business model. | | | | Financial Reporting Financial reporting, audit knowledge, and experience in capital markets, both debt and equity, are critical to ConocoPhillips’ success. | | | | Global Global business or international experience provides valued perspectives on how we grow our businesses outside the United States. | | | | Human Capital Management Human capital management experience is essential for effective oversight on matters such as culture, succession planning, development and retention. | | | | Industry Industry experience provides valuable perspective on issues specific to our business within the energy industry. | | | | Public Company Board Service Public company board service experience supports our goals of strong board and management accountability, transparency and protection of stockholder interests. | | | | Regulatory/Government Regulatory/government experience offers valuable insight into how the energy industry is heavily regulated and directly affected by governmental actions and decisions. | | | | Technology Technology expertise adds exceptional value to our Board as we increasingly utilize our global data assets to monitor and optimize our operations. | |

  10. Director Nominees

    Director Nominees: Tenure and Backgrounds

  11. Director Nominees

    | | In 2025, we were pleased to onboard a new director, Kathleen A. McGinty, to our Board. |

  12. Director Nominees

    The median tenure of our director nominees is eight years, with four nominees having a tenure of five years or less, five nominees having a tenure of six to 10 years, and four nominees having a tenure greater than 10 years. The median age of our director nominees is 64. Directors generally may not stand for reelection after they reach the age of 75, and 12 director nominees are at least 5 years younger and eight nominees are at least 10 years younger than that age. Four of our director nominees are female, and four of our nominees are from underrepresented communities, in each case representing more than 30% of our total director nominees.

  13. Executive Compensation

    | What We Do | | | | Executive compensation aligned with stockholder interests and primarily performance based. | | | “Double trigger” vesting after a change in control for long-term incentive awards. | | | Significant stock ownership guidelines for Senior Officers and directors. | | | Payouts capped on executive incentive programs. | | | Executives’ incentive compensation subject to robust clawback policy. | | What We Don’t Do | | | | No excise tax gross-ups for our change in control plan participants. | | | No current payment of dividend equivalents on unvested long-term incentives for executives. | | | No pledging, hedging, short sales or derivative transactions, and no repricing of stock options. | | | No employment agreements for our named executive officers (“NEOs”). | | | Don’t reward executives for excessive, inappropriate or unnecessary risk-taking. |

  14. Nominee Skills Matrix

    Nominee Skills Matrix

  15. Nominee Skills Matrix

    | | | | | | | Nominee Skills | | | | | | | | | | | | | | | | CEO or senior officer | Financial reporting | Industry | Global | Regulatory/ government | Technology | Public company board service | Environmental/ sustainability | Human capital management | | Nominee and Primary Occupation | | Other Current U.S. Public Company Directorships | Dir. Since | Age* | Indep. | | | | | | | | | | | | Dennis V. Arriola Former Chief Executive Officer, Avangrid, Inc. | • Commercial Metals Company | 2022 | 65 | ● | | | | | | | | | | | | Nelda J. Connors Founder and Chief Executive Officer, Pine Grove Holdings | • Carnival Corporation and Carnival plc • Otis Worldwide Corporation • Zebra Technologies Corporation | 2024 | 60 | ● | | | | | | | | | | | | Gay Huey Evans CBE Former Chairman, London Metal Exchange | | 2013 | 71 | ● | | | | | | | | | | | | Jeffrey A. Joerres Former Executive Chairman and Chief Executive Officer, ManpowerGroup Inc. | • Artisan Partners Asset Management Inc. • The Western Union Company | 2018 | 66 | ● | | | | | | | | | | | | Ryan M. Lance Chairman and Chief Executive Officer, ConocoPhillips | • Freeport-McMoRan, Inc. | 2012 | 63 | | | | | | | | | | | | | Timothy A. Leach Former Chairman and Chief Executive Officer, Concho Resources Inc. | • Halliburton Company | 2021 | 66 | | | | | | | | | | | | | Kathleen A. McGinty Vice President and Chief Sustainability and External Relations Officer, Johnson Controls International plc | | 2025 | 62 | ● | | | | | | | | | | | | William H. McRaven Retired U.S. Navy Four-Star Admiral (SEAL) | | 2018 | 70 | ● | | | | | | | | | | | | Sharmila Mulligan Former Chief Strategy Officer, Alteryx | | 2017 | 60 | ● | | | | | | | | | | | | Arjun N. Murti Partner, Veriten LLC | • Liberty Energy Inc. | 2015 | 57 | ● | | | | | | | | | | | | Robert A. Niblock Lead Director Former Chairman, President, and Chief Executive Officer, Lowe’s Companies, Inc. | • PNC Financial Services Group, Inc. | 2010 | 63 | ● | | | | | | | | | | | | David T. Seaton Former Chairman and Chief Executive Officer, Fluor Corporation | • The Mosaic Company • Newmont Corporation | 2020 | 64 | ● | | | | | | | | | | | | R.A. Walker Former Chairman and Chief Executive Officer, Anadarko Petroleum Corporation | | 2020 | 69 | ● | | | | | | | | | |

  16. Nominee Skills Matrix

    As of April 1, 2026 Generally, the Committee on Directors’ Affairs identifies candidates through business and organizational contacts of the directors and management, though third-party search firms occasionally assist as well. Stockholders are also welcome to recommend director candidates for consideration. If you wish to recommend a candidate for nomination to the Board, please follow the procedures described under “Submission of Future Stockholder Proposals and Nominations” on page 122 for nominations made directly by a stockholder. Candidates recommended by stockholders are evaluated on the same basis as all other candidates. At the 2025 Annual Meeting of Stockholders, 12 of the 13 current nominees for directors were elected. The Committee on Directors’ Affairs recommended and the Board concurred in electing Ms. Kathleen A. McGinty to the Board on July 1, 2025. Ms. McGinty was identified as part of the Committee on Directors’ Affairs regular process for identifying potential director nominees. Ms. McGinty was identified through a third-party search firm. What vote is required to approve this proposal? Each nominee requires the affirmative vote of a majority of the votes cast at the Annual Meeting; the number of votes cast “for” a director must exceed the number of votes cast “against” that director. In a contested election (if the number of nominees exceeded the number of directors to be elected), directors would be elected by the vote of a plurality of the shares represented at the meeting and entitled to vote on the election of directors. What if a Director Nominee does not receive a majority of the votes cast? If a nominee who is serving as a director is not elected at the Annual Meeting and no one else is elected in place of that director, then, under Delaware law, the director continues to serve on the Board as a “holdover director.” However, under our By-Laws, a holdover director is required to tender a resignation to the Board. The Committee on Directors’ Affairs then would consider the resignation and recommend to the Board whether to accept or reject it or whether some other action should be taken. The Board would then make a decision, without participation by the holdover director. The Board is required to disclose publicly (by a news release, filing with the SEC or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind that decision within 90 days from the date the election results are certified. Who are this year’s Director Nominees? The following 13 directors are standing for election to hold office until the 2027 Annual Meeting of Stockholders. Each of the director nominees is a current director. Committee membership is effective as of May 11, 2026.

  17. Nominee Skills Matrix

    | | Dennis V. Arriola | ConocoPhillips Committees: | | | | Former Chief Executive Officer, Avangrid, Inc. Age: 65 Director Since: September 2022 | | Audit and Finance Committee | | | | | Human Resources and Compensation Committee |

  18. Nominee Skills Matrix

    | Mr. Arriola is an Operating Partner at Sandbrook Capital. He previously served as Chief Executive Officer of Avangrid, Inc. from 2020 until 2022. He joined Avangrid from Sempra Energy, a publicly traded energy infrastructure company, where he served as Executive Vice President and Group President, and Chief Sustainability Officer. Throughout his career, Mr. Arriola has served in a broad range of leadership positions in gas and electric utilities as well as renewables, including as Chairman, President and Chief Executive Officer of Southern California Gas Co., Senior Vice President and Chief Financial Officer of both San Diego Gas & Electric and Southern California Gas Co., Vice President of Communications and Investor Relations for Sempra, and Regional Vice President and General Manager of Sempra’s South American operations. Mr. Arriola serves on the Board of Directors of Commercial Metals Company and the Automobile Club of Southern California. He previously served on the boards of Avangrid, Inc., Meritage Homes, the California Latino Economic Institute, the U.S. Chamber of Commerce, the California Business Roundtable, the Edison Electric Institute, and the boards of several Sempra operating companies, including Infraestructura Energética Nova, a publicly traded company in Mexico, Luz del Sur SAA, a publicly traded company in Peru, and Chilquinta Energía in Chile. | | | | | | | Skills and Qualifications: Mr. Arriola’s extensive experience in the energy sector, including leadership positions in companies with global operations in gas and electric utilities as well as renewables, brings valuable perspective to the Board. The Board believes that his career experience, including in sustainability, will greatly enhance the Board’s ability to guide ConocoPhillips in executing its strategy. | | | | | | | Other current U.S. public company directorships: • Commercial Metals Company | | | | | | | | CEO or senior officer | | Financial reporting | | Industry | | | Global | | Regulatory/government | | Public company board service | | | Environmental/sustainability | | Human capital management | | |

  19. Nominee Skills Matrix

    | | Nelda J. Connors | ConocoPhillips Committees: | | | | Founder and Chief Executive Officer, Pine Grove Holdings Age: 60 Director Since: September 2024 | | Audit and Finance Committee | | | | | Public Policy and Sustainability Committee |

  20. Nominee Skills Matrix

    | Ms. Connors is the founder and Chief Executive Officer of Pine Grove Holdings, LLC, a woman- and minority-owned privately held investment company. Prior to founding Pine Grove Holdings in 2011, Ms. Connors served as President and Chief Executive Officer of Atkore International Group Inc., a manufacturer of electrical, safety and infrastructure products, from 2008 to 2010 while Atkore was a division of Tyco International and from 2010 to 2011 following Atkore’s spin-off as a separate, privately held entity. Ms. Connors held various managerial positions for Eaton Corporation, a diversified industrial manufacturer, overseeing the operations of multiple divisions and products across various geographic regions. Prior to Eaton, she held various executive and managerial roles in the automotive industry. Ms. Connors serves on the boards of Carnival plc, Otis Worldwide Corporation, Zebra Technologies Corporation and Arconic Corporation. She previously served on the boards, including in various committee roles, of Baker Hughes Company, Boston Scientific Corporation, BorgWarner Inc., EnerSys Inc., Delphi Technologies plc, Case New Holland Industrial N.V., and Echo Global Logistics, Inc. In addition, she served as an Advisor to the U.S. Board of Directors of Nissan Motor Corporation and on the Advisory Board for Queen’s Gambit Special Purpose Acquisition Company. | | | | | | | Skills and Qualifications: Ms. Connors’ extensive experience in the industrial and manufacturing industries, as well as her experience sitting on multiple public company boards, brings valuable expertise on operational excellence and corporate finance to the Board. | | | | | | | Other current U.S. public company directorships: • Carnival Corporation and Carnival plc • Otis Worldwide Corporation • Zebra Technologies Corporation | | | | | | | | CEO or senior officer | | Financial reporting | | Global | | | Public company board service | | Human capital management | | |

  21. Nominee Skills Matrix

    | | Gay Huey Evans CBE | ConocoPhillips Committees: | | | | Former Chairman, London Metal Exchange Age: 71 Director Since: March 2013 | | Committee on Directors’ Affairs | | | | | Human Resources and Compensation Committee |

  22. Nominee Skills Matrix

    | Ms. Huey Evans is the former Chairman of the Board of Directors of the London Metal Exchange. She was a member of His Majesty’s Treasury Board, Sub-Committee, and Nominations Committee and a non-executive director of S&P Global Inc. She currently serves as an Advisor of Secro Inc. and as Trustee of Benjamin Franklin House, and was previously an Advisor of Quantexa Ltd. and a Senior Advisor of Chatham House. She was also Vice Chairman, Investment Banking and Investment Management at Barclays Capital from 2008 to 2010, head of governance of Citi Alternative Investments (EMEA) from 2007 to 2008 and President of Tribeca Global Management (Europe) Ltd. from 2005 to 2007, both part of Citigroup. From 1998 to 2005, she was director of the markets division and head of the capital markets sector at the U.K. Financial Services Authority. She previously held various senior management positions with Bankers Trust Company in New York and London. Ms. Huey Evans previously served on the boards of S&P Global Inc., IHS Markit, Itau BBA International Limited, Aviva plc, The London Stock Exchange Group plc, Falcon Private Wealth Ltd, and Standard Chartered plc. She also previously served as Trustee of the Beacon Awards, which celebrate British philanthropy and as Trustee of Wellbeing of Women, where she was Chair of the Investment Committee. | | | | | | | Skills and Qualifications: Ms. Huey Evans’ in-depth knowledge of, and insight into, global capital markets from her extensive experience in the international financial services industry brings valuable expertise to ConocoPhillips’ businesses. Ms. Huey Evans was awarded a CBE in 2021 for services to the economy and philanthropy, and an OBE in 2016 for services to financial services and diversity. She is a passionate advocate for ensuring markets build trust through accessibility and transparency and for increased diversity in business. | | | | | | | | CEO or senior officer | | Financial reporting | | Global | | | Regulatory/government | | Public company board service | | |

  23. Nominee Skills Matrix

    | | Jeffrey A. Joerres | ConocoPhillips Committees: | | | | Former Executive Chairman and Chief Executive Officer, ManpowerGroup Inc. Age: 66 Director Since: July 2018 | | Committee on Directors’ Affairs | | | | | Executive Committee | | | | | Human Resources and Compensation Committee (Chair) |

  24. Nominee Skills Matrix

    | Mr. Joerres served as Chief Executive Officer of ManpowerGroup Inc. from 1999 to 2014, as Chairman of the Board from 2001 to 2014 and as Executive Chairman from May 2014 to December 2015. Mr. Joerres joined ManpowerGroup in 1993 and served as Vice President of Marketing and Senior Vice President of European Operations and Marketing and Major Account Development. He currently serves on the boards of The Western Union Company and Artisan Partners Asset Management Inc. Mr. Joerres also serves as a Senior Advisor for Apollo Global Management. He previously served as a director of Johnson Controls International plc and Artisan Funds, Inc. Additionally, Mr. Joerres is on the board of the Green Bay Packers and Kohler Co. Mr. Joerres is a former Director and Chairman of the Federal Reserve Bank of Chicago and previously served on the board of the Boys and Girls Clubs of Milwaukee. | | | | | | | Skills and Qualifications: Mr. Joerres’s extensive global leadership, human capital management experience and substantial involvement on both public and private boards enable him to provide guidance to the Board with respect to ConocoPhillips’ people and operations. | | | | | | | Other current U.S. public company directorships: • Artisan Partners Asset Management Inc. • The Western Union Company | | | | | | | | CEO or senior officer | | Financial reporting | | Global | | | Regulatory/government | | Public company board service | | Human capital management |

  25. Nominee Skills Matrix

    | | Ryan M. Lance | ConocoPhillips Committees: | | | | Chairman and Chief Executive Officer, ConocoPhillips Age: 63 Director Since: April 2012 | | Executive Committee (Chair) |

  26. Nominee Skills Matrix

    | Mr. Lance was appointed Chairman and Chief Executive Officer in May 2012, having previously served as Senior Vice President, Exploration and Production — International since May 2009. Mr. Lance previously served as President, Exploration and Production — Europe, Asia, Africa and the Middle East from September 2007 to April 2009. From February 2007 to September 2007, he served as Senior Vice President, Technology, and prior to that, Mr. Lance served as Senior Vice President, Technology and Major Projects beginning in 2006. He served as President, Downstream Strategy, Integration and Specialty Businesses from 2005 to 2006. | | | | | | | Skills and Qualifications: Mr. Lance’s service as Chairman and Chief Executive Officer of ConocoPhillips makes him well qualified to serve both as a director and Chairman of the Board. Mr. Lance’s extensive experience in the industry as an executive in our exploration and production businesses and as the global representative of ConocoPhillips makes his service as a director invaluable. | | | | | | | Other current U.S. public company directorships: • Freeport-McMoRan, Inc. | | | | | | | | CEO or senior officer | | Industry | | Global | | | Regulatory/government | | Public company board service | | Environmental/sustainability | | | Human capital management | | | | |

  27. Nominee Skills Matrix

    | | Timothy A. Leach | ConocoPhillips Committees: | | | | Former Chairman and Chief Executive Officer, Concho Resources Inc. Age: 66 Director Since: January 2021 | | Public Policy and Sustainability Committee |

  28. Nominee Skills Matrix

    | Mr. Leach previously served as Advisor to the Chief Executive Officer for ConocoPhillips until August 31, 2025, a role he assumed in May 2022, following his tenure as Executive Vice President, Lower 48. Prior to joining ConocoPhillips, Mr. Leach served as chairman and chief executive officer of Concho Resources Inc. from its formation in February 2006, until its acquisition by ConocoPhillips in January 2021. During his time at Concho, Mr. Leach also served as president from July 2009 until May 2017. Mr. Leach serves on the board of Halliburton Company. He previously served as an appointed member of the Texas A&M University System Board of Regents from 2017 to 2023 and served as Chairman from 2021 to 2023. | | | | | | | Skills and Qualifications: Mr. Leach brings invaluable contributions to the Board with his extensive industry experience and valuable expertise in strategic leadership of a public company. | | | | | | | Other current U.S. public company directorships: • Halliburton Company | | | | | | | | CEO or senior officer | | Financial reporting | | Industry | | | Regulatory/government | | Public company board service | | Environmental/sustainability | | | Human capital management | | | | |

  29. Nominee Skills Matrix

    | | Kathleen (“Katie”) A. McGinty | ConocoPhillips Committees: | | | | Vice President and Chief Sustainability and External Relations Officer, Johnson Controls International plc Age: 62 Director since: July 2025 | | Audit and Finance Committee | | | | | Public Policy and Sustainability Committee |

  30. Nominee Skills Matrix

    | Ms. McGinty has served as Vice President and Chief Sustainability and External Relations Officer at Johnson Controls International plc since 2019, and is Chairman of the Johnson Controls Foundation. Throughout her career, Ms. McGinty has worked in both the public and private sector and served on the highest levels of U.S. federal and state governments. She served as chair of the White House Council on Environmental Quality, Deputy Assistant to President Clinton, Pennsylvania Secretary of Environmental Protection and chair of the Pennsylvania Energy Development Authority. Ms. McGinty serves on the Board of Directors of MN8 Energy and the Foundation for Energy Security and Innovation and on the Steering Committee of Greenhouse Gas Protocol. She also serves on the boards of the American Council for an Energy Efficient Economy and the Carnegie Mellon Scott Institute for Energy Innovation. Ms. McGinty previously served on the boards of Iberdrola and NRG Energy. | | | | | | | Skills and Qualifications: Ms. McGinty’s leadership on sustainability and experience in the private sector and in many key government positions brings a valuable perspective to the Board. | | | | | | | | CEO or senior officer | | Industry | | Global | | | Regulatory/government | | Technology | | Public company board service | | | Environmental/sustainability | | Human capital management | | |

  31. Nominee Skills Matrix

    | | William H. McRaven | ConocoPhillips Committees: | | | | Retired U.S. Navy Four-Star Admiral (SEAL) Age: 70 Director Since: October 2018 | | Audit and Finance Committee | | | | | Human Resources and Compensation Committee |

  32. Nominee Skills Matrix

    | William H. McRaven is a Senior Advisor at Lazard Financial. He is also a retired U.S. Navy Four-Star Admiral (SEAL) and the former Chancellor of the University of Texas System. During his time in the military, he commanded special operations forces at every level, eventually taking charge of all U.S. Special Operations. His military career included combat during Desert Storm and both the Iraq and Afghanistan wars. As the Chancellor of the University of Texas System from January 2014 until May 2018, he led one of the nation’s largest and most respected systems of higher education, with over 230,000 students and 100,000 faculty, staff and health care professionals. Mr. McRaven is a recognized national authority on U.S. foreign policy and has advised Presidents George W. Bush and Barack Obama and other U.S. leaders on defense issues. He currently serves on the Advisory Board of Haveli Investments and formerly served on the Advisory Board of Palantir Technologies Inc. He also serves on the Council on Foreign Relations, the National Football Foundation, the International Crisis Group, and The Mission Continues. | | | | | | | Skills and Qualifications: Mr. McRaven’s international, logistical and administrative experience brings valuable expertise on global business issues and government relations to the Board. | | | | | | | | CEO or senior officer | | Financial reporting | | Global | | | Regulatory/government | | Human capital management | | |

  33. Nominee Skills Matrix

    | | Sharmila Mulligan | ConocoPhillips Committees: | | | | Former Chief Strategy Officer, Alteryx Age: 60 Director Since: July 2017 | | Audit and Finance Committee | | | | | Public Policy and Sustainability Committee |

  34. Nominee Skills Matrix

    | Ms. Mulligan served as the Chief Strategy Officer at Alteryx from April 2019 to August 2021 following the company’s acquisition of ClearStory Data, where she served as Founder and Chief Executive Officer since its inception in September 2011. From 2009 to 2011, Ms. Mulligan served as Executive Vice President for Aster Data Systems, Inc. until its acquisition by Teradata Corporation. Prior to Aster Data, Ms. Mulligan was a Vice President of Software Solutions for HP Inc. Prior to HP, Ms. Mulligan was Executive Vice President of Products and Marketing at Opsware Inc. from 2002 until its eventual acquisition by HP in 2007. Prior to Opsware Inc., Ms. Mulligan led product management and held vice president positions at Netscape Communications, Microsoft and General Magic. Ms. Mulligan serves as Strategic Advisor to Veriten LLC. She also serves on the Advisory Board and Board of Visitors at Northwestern University and is an advisor to numerous enterprise software and consumer technology companies. Ms. Mulligan previously served on the Board of Directors of Lattice Engines, Inc. until its acquisition. | | | | | | | Skills and Qualifications: Ms. Mulligan’s experience in key aspects of artificial intelligence, cloud computing, scalable data analytics, and a broad range of big data technologies plus Internet of Things adds exceptional value to the Board. Her experience as a CEO enables her to provide the Board with beneficial strategic leadership qualities. | | | | | | | | CEO or senior officer | | Financial reporting | | Technology | | | Human capital management | | | | |

  35. Nominee Skills Matrix

    | | Arjun N. Murti | ConocoPhillips Committees: | | | | Partner, Veriten LLC Age: 57 Director Since: January 2015 | | Audit and Finance Committee (Chair) | | | | | Executive Committee | | | | | Human Resources and Compensation Committee |

  36. Nominee Skills Matrix

    | Mr. Murti is a Partner at Veriten LLC and a Senior Advisor at Warburg Pincus. He previously served as a partner at Goldman Sachs from 2006 to 2014. Prior to becoming partner, he served as Managing Director from 2003 to 2006 and as Vice President from 1999 to 2003. During his time at Goldman Sachs, Mr. Murti worked as a sell-side equity research analyst covering the energy sector. He was Co-Director of Equity Research for the Americas from 2011 to 2014. Previously, Mr. Murti held equity analyst positions at JP Morgan Investment Management from 1995 to 1999 and at Petrie Parkman from 1992 to 1995. Mr. Murti serves on the Board of Directors of Liberty Energy Inc. He also serves on the advisory boards of ClearPath and Columbia Center on Global Energy Policy, and as a board observer to Welligence Energy Analytics. | | | | | | | Skills and Qualifications: Mr. Murti brings to the Board a deep understanding of financial oversight and accountability with his experience as a Partner at Goldman Sachs. He has spent more than 30 years in the financial services industry with an extensive focus, both domestic and global, on the energy industry. This experience provides the Board with valuable insight into financial management and analysis. | | | | | | | Other current U.S. public company directorships: • Liberty Energy Inc. | | | | | | | | Financial reporting | | Industry | | Global | | | Public company board service | | Environmental/sustainability | | Human capital management |

  37. Nominee Skills Matrix

    | | Robert A. Niblock, Lead Director | ConocoPhillips Committees: | | | | Former Chairman, President and Chief Executive Officer, Lowe’s Companies, Inc. Age: 63 Director Since: February 2010 Lead Director Since: May 2019 | | Committee on Directors’ Affairs (Chair) | | | | | Executive Committee | | | | | Human Resources and Compensation Committee |

  38. Nominee Skills Matrix

    | Mr. Niblock served as Chairman of the Board and Chief Executive Officer of Lowe’s Companies, Inc. from January 2005 until July 2018 and as President of Lowe’s from 2011 until July 2018, after having served in that role from 2003 to 2006. Mr. Niblock became a member of the Board of Directors of Lowe’s when he was named Chairman-and CEO-elect in 2004. Mr. Niblock joined Lowe’s in 1993 and during his career with the company, he also served as Vice President and Treasurer, Senior Vice President and Executive Vice President and CFO. Before joining Lowe’s, Mr. Niblock had a nine-year career with accounting firm Ernst & Young. Mr. Niblock serves on the Board of Directors of PNC Financial Services Group, Inc. He previously served as a member of the Board of Directors of Lamb Weston Holdings, Inc. from 2020 to 2025 and as a member of the Board of Directors of the Retail Industry Leaders Association from 2003 until 2018. He also served as its Secretary from 2012 until 2018, as its Chairman in 2008 and 2009 and as Vice Chairman in 2006 and 2007. | | | | | | | Skills and Qualifications: The Board values his experience as a CEO and in financial reporting matters. Mr. Niblock’s experience as a CEO of a large public company allows him to provide the Board with valuable operational and financial expertise. | | | | | | | Other current U.S. public company directorships: • PNC Financial Services Group, Inc. | | | | | | | | CEO or senior officer | | Financial reporting | | Public company board service | | | Human capital management | | | | |

  39. Nominee Skills Matrix

    | | David T. Seaton | ConocoPhillips Committees: | | | | Former Chairman and Chief Executive Officer, Fluor Corporation Age: 64 Director Since: March 2020 | | Committee on Directors’ Affairs | | | | | Executive Committee | | | | | Public Policy and Sustainability Committee (Chair) |

  40. Nominee Skills Matrix

    | Mr. Seaton was the Chairman and Chief Executive Officer of Fluor Corporation until 2019. He became CEO and joined Fluor’s board of directors in February 2011 and was elected to the role of Chairman of the Board in February 2012. Mr. Seaton held numerous positions in both operations and sales globally since joining the company in 1985. Mr. Seaton serves on the Board of Directors of The Mosaic Company, Newmont Corporation and Salas O’Brien. He also serves as a Senior Advisor for the Boston Consulting Group’s Infrastructure Practice and 8VC Enterprises LLC. He has served in leadership positions of numerous business associations, including the Business Roundtable, the International Business Council, the American Petroleum Institute, the U.S.-Saudi Arabian Business Council, and the National Association of Manufacturers. In 2011, he was appointed by the U.S. Secretary of Energy to serve as a member of the National Petroleum Council. Mr. Seaton is the former Chairman of the National Board of Governors of the Boys and Girls Clubs of America and previously served in leadership positions for the Boys and Girls Clubs of America. | | | | | | | Skills and Qualifications: As a former CEO of a multinational engineering and construction company, Mr. Seaton brings valuable experience and expertise in operational and financial matters. The Board believes Mr. Seaton’s international business experience with global issues facing a large, multinational public company makes him well qualified to serve as a member of the Board. | | | | | | | Other current U.S. public company directorships: • The Mosaic Company • Newmont Corporation | | | | | | | | CEO or senior officer | | Financial reporting | | Industry | | | Global | | Regulatory/government | | Public company board service | | | Environmental/sustainability | | Human capital management | | |

  41. Nominee Skills Matrix

    | | R.A. Walker | ConocoPhillips Committees: | | | | Former Chairman and Chief Executive Officer, Anadarko Petroleum Corporation Age: 69 Director Since: March 2020 | | Human Resources and Compensation Committee | | | | | Committee on Directors’ Affairs |

  42. Nominee Skills Matrix

    | Mr. Walker was the Chairman and Chief Executive Officer of Anadarko Petroleum Corporation until August of 2019, when the company was purchased by Occidental Petroleum. He joined Anadarko in 2005 as Senior Vice President and Chief Financial Officer, later serving as President and Chief Operating Officer, before becoming CEO in 2012. Prior to his time at Anadarko, he worked in the oil and gas industry, investment and commercial banking, and as an institutional investor. Mr. Walker is currently Senior Advisor of Jefferies Financial Group Inc. He previously served on the Board of Directors of BOK Financial Corporation, CenterPoint Energy Corporation, Enable Midstream Partners, LP, and Health Care Services Corporation. | | | | | | | Skills and Qualifications: In addition to his former role as Chairman and CEO of Anadarko, Mr. Walker has significant energy industry, commercial and investment banking, and asset management experience, as well as technology, regulatory, governmental and international business experiences. He has served on and chaired numerous boards of public and private companies, industry trade associations and philanthropic organizations, bringing a broad range of experience and expertise to the Board. | | | | | | | | CEO or senior officer | | Financial reporting | | Industry | | | Global | | Regulatory/government | | Technology | | | Public company board service | | Environmental/sustainability | | Human capital management |

  43. Nominee Skills Matrix

    | FOR | The Board recommends you vote FOR each nominee standing for election as director. |

  44. Compensation, Benefits and Well-Being

    Compensation, Benefits and Well-Being We offer competitive, performance-based compensation packages and have global equitable pay practices. Our compensation programs generally include base pay, the annual Variable Cash Incentive Program (VCIP) and, for eligible employees, the Restricted Stock Unit (RSU) program. Our retirement and savings plans support employees’ financial futures and are competitive within local markets. We routinely benchmark our global compensation and benefits programs to ensure they are competitive and meet the needs of our employees. We provide flexible work schedules and competitive time off, including parental leave in many locations. We also provide coverage for disability support, elder care and childcare, including onsite childcare, where access locally is a challenge. Our global wellness programs include biometric screenings and education/information on mental and physical health. All employees have access to our employee assistance program, and many of our locations offer custom mental well-being programs.

  45. Director Compensation

    Director Compensation Our non-employee director compensation program consists primarily of an equity component and a cash component, which is detailed below. Objectives and Principles The Board’s goal in designing non-employee director compensation is to provide a competitive program that will enable us to attract and retain highly skilled individuals with relevant experience to oversee ConocoPhillips’ strategic direction. Our compensation program also reflects the time and talent required to serve on the board of a complex, multinational corporation. The Board seeks to provide sufficient flexibility in the form of compensation to meet directors’ varying needs while ensuring that a substantial portion of compensation is linked to the long-term success of ConocoPhillips. The Board approves levels of compensation after a recommendation from the Committee on Directors’ Affairs, which conducts an annual review with an independent compensation consultant. In 2025, the Committee on Directors’ Affairs met with an independent compensation consultant to review the non-employee director compensation program and to determine whether to recommend any changes to that program. The review included comparisons of director compensation levels with the compensation reference group. See “Setting Target Compensation” beginning on page 76. The consultant noted that our director compensation program was within the limits set out in the stockholder-approved 2023 Omnibus Stock and Performance Incentive Plan under which director awards are made. The Board agreed with the recommendation of the Committee on Directors’ Affairs that no increase in non-employee director compensation was warranted. Compensation Overview The non-employee director compensation program, as approved by the Board, consists of the following annual compensation:

  46. Equity Compensation

    Equity Compensation • Grant of Restricted Stock Units — $220,000

  47. Cash Compensation

    Cash Compensation • Board Retainer — $115,000 • Lead Director — $50,000 • Chair of the Audit and Finance Committee — $35,000 • Chair of the Human Resources and Compensation Committee — $27,500 • Chair of the Public Policy and Sustainability Committee — $27,500 • Chair of the Committee on Directors’ Affairs — $20,000 • All other Audit and Finance Committee members — $10,000 • All other Human Resources and Compensation Committee members — $7,500 • All other Public Policy and Sustainability Committee members — $7,500 • All other Committee on Directors’ Affairs members — $5,000 • International Director Fee — $10,000 Equity Compensation Non-employee directors receive an annual grant of restricted stock units with an aggregate value of $220,000 on the date of grant. The restricted stock units are fully vested at grant and are credited with dividend equivalents in the form of additional restricted stock units, but they cannot be sold or otherwise transferred. In the case of any newly elected directors, the initial annual equity grant is prorated for the year of election from and including the month of election. Prior to each annual grant, a director may elect the schedule on which the transfer restrictions will lapse. When restrictions lapse, a director will receive unrestricted shares of ConocoPhillips stock in exchange for his or her restricted stock units. Regardless of the schedule a director elects, all restrictions on a director’s restricted stock units will lapse in the event of the director’s retirement, disability or death, or upon a change in control of ConocoPhillips, unless, in the case of retirement or disability, the director has elected to defer receipt of the shares until a later date. Directors forfeit restricted stock units if, before restrictions lapse (and prior to any change in control), the Board finds sufficient cause for forfeiture. Cash Compensation Cash compensation consists of the Board retainer fee for service and additional compensation for service on committees or as committee chair, for service as lead director, and in recognition of additional travel for international directors. Each director may elect, on an annual basis, to receive all or part of the cash compensation in unrestricted stock or restricted stock units or to have the amount credited to a deferred compensation account. Any such unrestricted stock or restricted stock units granted in lieu of cash compensation are valued using the average of the high and the low market prices of ConocoPhillips common stock on the date of grant. Restricted stock units granted in lieu of cash compensation are subject to the same restrictions as the annual restricted stock units described under “Equity Compensation” above. Deferral of Compensation Non-employee directors can elect to defer their cash compensation into the Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips (“Director Deferral Plan”). Deferred amounts are deemed to be invested in various mutual funds and similar investment choices, including ConocoPhillips common stock, as selected by the director from a prescribed list. Matching Gift Program Active non-employee directors are eligible to participate in the ConocoPhillips Matching Gift Program. This program provides a dollar-for-dollar match of a donation of cash or securities (up to a maximum of $10,000 annually per donor) to tax-exempt charities and educational institutions, excluding religious, political, fraternal or athletic organizations. The Board believes the Matching Gift Program is consistent with ConocoPhillips’ commitment to social responsibility. Other Compensation We provide transportation or reimburse the cost of transportation when a non-employee director travels on ConocoPhillips business, including to attend meetings of the Board or a committee. From time to time, spouses and other guests of directors may be invited to attend certain meetings at the request of the Board. The Board believes this creates a collegial environment that enhances the effectiveness of the Board. If spouses or other guests are invited to attend meetings, ConocoPhillips reimburses directors for the out-of-pocket cost of the additional travel and related incidental expenses. Any such reimbursement is treated by the Internal Revenue Service as taxable income to the applicable director. Non-employee directors do not receive gross-ups to compensate for the resulting income taxes except in connection with the presentation of retirement or certain other gifts. Stock Ownership Each non-employee director is expected to own ConocoPhillips stock in the amount of the aggregate annual equity grants received during his or her first five years on the Board. Directors are expected to reach this level of target ownership within five years after joining the Board. Actual shares of stock, restricted stock or restricted stock units, including deferred stock units, may be counted in satisfying the stock ownership guidelines. The holdings of each of our directors currently meet or exceed these guidelines. Non-Employee Director Compensation Table(1)

  48. Cash Compensation

    | Name | Fees Earned or Paid in Cash(3) | Stock Awards(4)(5) | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation(6) | Total | | D.V. Arriola | $132,500 | $220,089 | $— | $— | $— | $3,750 | $356,339 | | N.J. Connors | 132,994 | 220,089 | — | — | — | 20,166 | 373,249 | | G. Huey Evans | 137,500 | 220,089 | — | — | — | 7,512 | 365,101 | | J.A. Joerres | 147,500 | 220,089 | — | — | — | 19,920 | 387,509 | | T.A. Leach(2) | 38,958 | — | — | — | — | 38,806 | 77,764 | | K.A. McGinty | 66,250 | 110,007 | — | — | — | — | 176,257 | | W.H. McRaven | 132,500 | 220,089 | — | — | — | — | 352,589 | | S. Mulligan | 132,500 | 220,089 | — | — | — | — | 352,589 | | A.N. Murti | 157,500 | 220,089 | — | — | — | — | 377,589 | | R.A. Niblock | 193,114 | 220,089 | — | — | — | 22,498 | 435,701 | | D.T. Seaton | 147,500 | 220,089 | — | — | — | — | 367,589 | | R.A. Walker | 130,417 | 220,089 | — | — | — | — | 350,506 |

  49. Cash Compensation

    (1) Ryan Lance serves as a director and also as an employee of ConocoPhillips. Mr. Lance is not included in this table because all of the compensation he receives from the company is for services he provides as an employee; he does not receive any additional compensation for his services as a director. The compensation Mr. Lance received as an employee is summarized starting on page 93. (2) Timothy A. Leach was not an executive officer in 2025 but was an employee of ConocoPhillips until his retirement from employment effective August 31, 2025. The compensation he received as an employee in 2025 is summarized below. Mr. Leach received compensation as a non-employee director starting in September of 2025, and that compensation is included in the tables with other non-employee directors. • Salary: $522,812(a) • Bonus: $0 Stock Awards: $2,440,640(b) Non-Equity Incentive Plan Compensation: $650,901(c) • Change in Pension Value and Nonqualified Deferred Compensation Earnings: $0 • All Other Compensation: $325,309(d) • Total: $3,939,662 (a) Includes any amounts that were voluntarily deferred under the Key Employee Deferred Compensation Plan. (b) Amount represents the aggregate grant date fair value of awards made under the Performance Share Program (“PSP”) and the Executive Restricted Stock Unit Program (“ERSUP”), as determined in accordance with FASB ASC Topic 718. See the “Employee Benefit Plans” section of Note 14 in the Notes to Consolidated Financial Statements in ConocoPhillips’ 2025 Annual Report on Form 10-K for a discussion of the relevant assumptions used in this determination. For the awards granted for PSP 25 and for 2025 restricted stock units (“RSUs”) under the ERSUP, the grant date fair value was $100.9029, but as noted in the Equity Grant Practices outlined on page 91 awards are granted using the average of the closing prices on the 10 trading days preceding the date of grant ($100.028). The difference between these values can increase or decrease the reported amounts from year to year even if target compensation does not change. For 2025, Mr. Leach received a grant of 8,477 RSUs under the ERSUP with a value of $852,327. Mr. Leach received a target grant of 15,741 performance stock units for PSP 25 for the January 2025 — December 2027 performance period with a value of $1,588,313. The PSP grant is valued at target because it is most probable at the setting of the target for the applicable performance periods that targets will be achieved. If payout was made at maximum levels for company performance the number of performance stock units and value would double from the target, although the value of the actual payout would be dependent upon the stock price and accrued dividend equivalent units at the time of the payout. If payout was made at minimum levels, the number of performance stock units and value would be reduced to zero. Mr. Leach retired on August 31, 2025. Pursuant to the terms of his PSP 25 award and as a result of his satisfaction of the retirement criteria under the award, Mr. Leach became partially vested in a proportionate amount of the award based on his service (8 months) during the award period (36 months). The remainder of the PSP 25 award was forfeited upon his retirement. The outstanding award amount on the next page reflects this forfeiture. Pursuant to the terms of his 2025 ERSUP award, Mr. Leach became fully vested in the award due to his retirement more than six months after the grant date. (c) The amount shown includes amounts paid under the VCIP. (d) Includes $164,165 related to pre-approved personal travel on company aircraft, based on the approximate aggregate incremental cost to ConocoPhillips for such personal use, including travel for any family member or personal guest. Approximate aggregate incremental cost has been determined by calculating the variable costs for each aircraft during the year, dividing that amount by the total number of miles flown by that aircraft, and multiplying the result by the miles flown for personal use during the year. However, where there were identifiable costs related to a particular trip — such as fuel, airport landing fees or food and lodging for aircraft personnel who remained at the location of the personal trip — those amounts are separately determined and included. The amounts shown include incremental costs associated with flights to the hangar or other locations without passengers (commonly referred to as “deadhead” flights) arising from the non-business use of the aircraft. Mr. Leach has entered into an aviation lease agreement with the company under which reimbursement, subject to FAA limitations, is provided for certain flights which are personal in nature. Amounts included reflect aggregate incremental cost net of reimbursements. Lease reimbursements are allocated to the flight to which they relate but may be paid in a different year due to lease administration. Also includes $3,143 for the aggregate incremental cost of premiums paid by ConocoPhillips for executive group life insurance (coverage equal to two times annual salary) versus the cost of basic life insurance provided to non-executive employees (coverage equal to annual salary). Also includes $52,500 of company contributions under the company’s tax qualified savings plan. Under the terms of its tax-qualified defined contribution plan, ConocoPhillips makes matching contributions and nonelective allocations to the accounts of its eligible employees, including Mr. Leach. Mr. Leach is fully vested in his benefits under the company’s tax-qualified defined contribution plan. Also includes $71,423 of company contributions to nonqualified defined contribution plans. Under the terms of its nonqualified defined contribution plans, ConocoPhillips makes contributions to the accounts of its eligible employees, including Mr. Leach. His contributions under the nonqualified defined contribution plans include matching and company retirement (in lieu of pension) contributions that cannot be made to the company’s tax qualified defined contribution plan due to limitations imposed by the Internal Revenue Code. Mr. Leach is fully vested in his benefit under the company’s nonqualified defined contribution plans. The company’s defined contribution nonqualified deferred compensation plans allow hypothetical investment of deferred amounts in a broad range of mutual funds or other market-based investments, including ConocoPhillips stock. As market-based investments, none of these provide above-market return. Also includes $29,017 of other perquisites and personal benefits including board fees for service on community, university and philanthropic organizations at the request of the company; the cost of presentations made to employees and their spouses at company meetings or events; reimbursements for the cost of spousal and other guests’ attendance at such meetings or events; and the aggregate incremental cost of any other personal benefits or perquisites not integrally and directly related to the performance of the executive’s duties arising from such presentations, meetings or events, primarily food, drink and transportation. Amounts also include $5,061 for tax gross-up payments by ConocoPhillips relating to certain taxes incurred by the employee. These taxes arise primarily when ConocoPhillips requests family members or other guests to accompany the employee to a function, and, as a result, the employee is deemed to make a personal use of company assets (for example, when a spouse accompanies an employee on a company aircraft). ConocoPhillips believes such expenses are appropriately characterized as a business expense, and, if the employee has imputed income in accordance with the applicable tax laws, ConocoPhillips will generally reimburse any increased tax costs.

  50. Cash Compensation

    As of December 31, 2025, Mr. Leach had 37,038(i) Shares or Units of Stock that Have Not Vested and 17,825(ii) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested. Outstanding equity awards made to Mr. Leach include long-term incentive awards payable under the PSP and long-term, time-vested awards under the ERSUP. Until settled, these awards are subject to restrictions upon transferability. The market value of these awards as of December 31, 2025 (see footnotes (i) and (ii) below) is based on a market value of $93.61 per share (the closing stock price of the company’s common stock on December 31, 2025). The number of shares or units shown is rounded to the nearest whole share, but the related value is based on the actual number of shares (including fractional shares), with aggregate value rounded to the nearest dollar. (i) Includes 7,251 RSUs related to the grant in 2023 under the ERSUP that are settled in shares; 7,338 RSUs related to the grant in 2024 under the ERSUP that are settled in shares; 8,414 RSUs related to the grant in 2025 under the ERSUP that are settled in shares; and 14,034 RSUs related to grants for the PSP 23 target award (fully vested in accordance with award terms as a result of Mr. Leach’s retirement during 2025). These awards have a market value as of December 31, 2025, of $3,467,137. The actual payouts with regard to the targets for PSP 23 were approved by the HRCC at its February 2026 meeting, and, pursuant to that decision, Mr. Leach received a payout of 12,771 units. Restrictions on the PSP 23 lapsed on February 10, 2026, and the award settled in cash, although the employee may have elected, prior to the beginning of the performance period, to have some or all of the settlement deferred into the KEDCP. Subsequent elections may also impact the final timing of the payout of these awards. Under the ERSUP, stock awards are made in the form of RSUs. The terms and conditions of those units require restriction on transferability, which lapse three years from the anniversary of the grant date. Forfeiture is expected to occur at separation from service if the separation is not the result of death, disability, layoff or retirement after the executive has reached the age of 55 with five years of service, or after a change in control, although the HRCC has the authority to waive forfeiture. Upon lapse of restrictions, settlement is made in stock. All of Mr. Leach’s outstanding RSUs under the ERSUP became fully vested in 2026 on account of his retirement after reaching the age of 55 with five years of service. RSUs have no voting rights. Dividend equivalents, if any, on RSUs held are reinvested in additional RSUs. Dividend equivalents are paid at the same time and the same rate as dividends on common stock are paid, not at a preferential rate. (ii) Includes 14,205 target performance unit awards under the PSP for the ongoing performance period beginning January 2024 (fully vested in accordance with award terms as a result of Mr. Leach’s retirement during 2025) and 3,620 target performance unit awards (adjusted for proportionate vesting in accordance with award terms as described above) under the PSP for the ongoing performance period beginning January 2025. Based on target performance, these awards have a market value as of December 31, 2025, of $1,668,617. There is no assurance that these awards will be granted at, below or above target after the end of the relevant performance periods because determination of whether to make an actual grant to, and the amount of any actual grant for Mr. Leach is within the discretion of the HRCC. Mr. Leach’s awards under the PSP are made in the form of performance stock units that are subject to restrictions on transferability that lapse three years after the grant date. Forfeiture is expected to occur if the separation is not the result of death, disability, layoff or retirement after the executive has reached the age of 55 with five years of service, or after a change in control, although the HRCC has the authority to waive forfeiture. The awards will be settled in cash and have no voting rights. The awards accrue dividend equivalents that, during the performance period, are reinvested in additional performance stock units. Dividends or dividend equivalents are not paid at preferential rates, and dividend equivalents are paid at the same time as dividends on common stock. In 2025, Mr. Leach had 64,869 shares acquired on award vesting and delivery at a realized value of $6,510,842. This includes RSUs for the ERSUP award granted in 2022 and for PSP 22, for which restrictions were lapsed following the third anniversary of the grant date. PSP 22 settled in cash, although the employee may have elected prior to the beginning of the performance period to have some or all of the settlement deferred into the KEDCP. Additionally, the awards settled in 2025 include an ERSUP award granted in 2025 for which restrictions were lapsed in order to satisfy required tax withholding. (3) The non-employee director compensation program, as approved by the Board, consists of the annual cash compensation described in “Compensation Overview” beginning on page 52. Amounts shown include prorated amounts attributable to time served on the Board and committee assignments, which may occur during the year. Amounts shown in the Fees Earned or Paid in Cash column include any amounts that were voluntarily deferred to the Director Deferral Plan, received in ConocoPhillips common stock or received in RSUs. Ms. Connors received 100% of her cash compensation in RSUs in 2025, and Mr. Niblock received 50% of his cash compensation in RSUs in 2025, with an aggregate grant date fair value as shown in the table. All other directors received their cash compensation in cash or deferred such amounts into the Director Deferral Plan. (4) Amounts represent the aggregate grant date fair value of stock awards granted under our non-employee director compensation program as determined in accordance with FASB ASC Topic 718. Each active non-employee director on January 15, 2025 received a 2025 annual grant of restricted stock units on that date with an aggregate value of $220,000 based on the average of the high and low price for our common stock, as reported on the NYSE, on the grant date. Ms. McGinty joined the Board on July 1, 2025 and received a pro rata grant of restricted stock units on that date with an aggregate value of $110,000 based on the average of the high and low price for our common stock, as reported on the NYSE, on the grant date. These grants are made in whole shares, with fractional share amounts rounded up, resulting in a grant of shares with the fair values shown in the table. Mr. Leach did not receive an equity grant as a non-employee director for his 2025 service on the Board. (5) The following table reflects the aggregate number of non-employee director stock awards outstanding as of December 31, 2025:

  51. Executive Overview

    | Metric and Weighting | | Highlights | Payout | | | HSE 20% weighting | • Achieved best safety performance in the last decade. • Fewer serious incidents compared to prior year. • Top-quartile Total Recordable Rate (TRR) performance among our peers. • Fewer process safety events compared to prior year. | 170% | | | Operational 30% weighting | • Outperformed targets for production, capital expenditures and operating and overhead costs. • Achieved almost all operational milestones. • Successfully integrated Marathon Oil and captured over $1 billion run-rate synergies. | 160% | | | Financial (Absolute and Relative Adjusted ROCE)* 30% weighting | • Achieved target absolute Adjusted ROCE of 10.0%; 100% payout per matrix (50% weighted). • Finished 4th (55th percentile) relative to performance peers; 113% payout per matrix (56% weighted). | 106% | | | Strategic Milestones 20% weighting | • Advanced $1 billion cost reduction and margin enhancement initiative. • Completed $3.2 billion of dispositions, exceeding target. • Advanced commercial LNG strategy and achieved 10 MTPA of offtake portfolio. • Achieved target emission intensity reduction. • Maintained strong sustainability performance by identifying risks and developing action plans. | 180% | | 2025 VCIP Weighted Payout | | | 150% of target |

  52. PSP 23 Long-Term Incentive Payout

    PSP 23 Long-Term Incentive Payout

  53. PSP 23 Long-Term Incentive Payout

    | Metric and Weighting | | Highlights | Payout | | | TSR (relative)* 60% weighting | • Finished 5th (48th percentile) relative to performance peers with three-year TSR of approximately -3.3%. • Payout formulaic following matrix (see page 79). | 96% | | | Financial (Relative Adjusted ROCE) 40% weighting | • Finished 4th (44th percentile) relative to performance peers. • Payout formulaic following matrix (see page 79). | 84% | | PSP 23 Weighted Payout | | | 91% of target |

  54. PSP 23 Long-Term Incentive Payout

    * See methodology for calculating TSR on page 80. For additional details, refer to pages 87 – 88. 2025 Say on Pay Vote Result, Stockholder Engagement and Board Responsiveness ConocoPhillips regularly engages with stockholders to understand how stockholders view our compensation programs, and stockholder feedback is considered fundamental to our success. The Board and the HRCC appreciate these valuable discussions and continue to encourage stockholders to provide feedback about our executive compensation programs as described on page 51 under “Communications with the Board of Directors.”

  55. Components of Executive Compensation

    Components of Executive Compensation The four primary elements of our executive compensation program are designed to provide a target total value for compensation that is competitive with our peers and attracts and retains the talented executives necessary to manage a large and complex organization such as ConocoPhillips. Base Salary Base salary is a central component of compensation for all our salaried employees. Management, with the assistance of Mercer, its outside compensation consultant, thoroughly examines the scope and complexity of executive jobs throughout ConocoPhillips and benchmarks the competitive compensation practices for such jobs. As a result of this work, management has developed a compensation structure that assigns all positions to specific salary grades. For our executives, the base salary midpoint increases as the salary grade increases, but at a lesser rate than the overall target incentive compensation percentages increase. The result is a higher percentage of at-risk compensation as an executive’s salary grade rises. For the CEO, the HRCC determines the base salary each year, and that salary becomes the minimum/maximum for the CEO position. See “CEO 2025 Compensation” on page 76). We set base salaries to be competitive within our compensation reference group and, for certain staff positions, The Fortune 50-150 Industrials, taking into account responsibilities and duties, individual performance and time in position. See “Setting Target Compensation” beginning on page 76 for a discussion of our benchmarking exercise. Performance-Based Pay Programs Annual Incentive Substantially all our employees globally — including our executives — participate in our annual short-term incentive program, called the VCIP. It is our primary vehicle for recognizing company and individual performance for the prior year. We believe that having an annual “at risk” compensation element gives employees a financial stake in the achievement of our business objectives and motivates them to achieve those objectives. For the Executive Leadership Team, which includes the NEOs, the base VCIP award is comprised of corporate performance categories including HSE, Operational, Financial, and Strategic Milestones. The final award may not exceed 200% of the target. NEOs are not eligible for positive individual performance adjustments in the VCIP. Long-Term Incentives Our primary long-term incentive compensation programs for executives are the Performance Share Program (“PSP”) and the Executive Restricted Stock Unit Program (“ERSUP”). Total long-term award target value at grant is weighted 65% in the form of performance-based restricted stock units under the PSP and 35% in the form of time-vested restricted stock units under the ERSUP. Performance Share Program The PSP rewards executives based on ConocoPhillips’ performance over a three-year period. Each year, the HRCC establishes performance metrics for a new three-year performance period. Thus, performance results in any given year are considered in three overlapping performance periods. We believe the use of a multiyear performance period helps to focus management on longer-term results. PSP award targets are set in shares at the beginning of the performance period, and actual cash payouts, based on the HRCC’s evaluation of performance, are calculated using our stock value after the conclusion of the three-year performance period. Thus, the value of the performance shares is tied to stock price performance throughout the performance period. Targets for participants whose salary grades are changed during a performance period are prorated to align incentive levels with the individual’s changing level of responsibility. Changes in salary that are not accompanied by a change in salary grade do not affect the targets. The targets for the CEO are set annually by the HRCC. The award is calculated on a formulaic basis using a relative total shareholder return (“TSR”) metric and a Financial metric, with respective weightings of 60 and 40%. At the end of the performance period, the final award may not exceed 200% of the total target award (the initial target award set in restricted stock units, at the beginning of the performance period, together with any promotional awards and reinvested dividend equivalents during the performance period). The target award as adjusted may be prorated or forfeited if a participant terminates employment before the end of the performance period. The final award is determined by the HRCC following several detailed reviews of company performance and is based on the HRCC’s evaluation of ConocoPhillips’ formulaic performance relative to the preestablished metrics (discussed under “Corporate Performance Criteria” on page 77).

  56. Performance metrics and peers for PSPs

    Performance metrics and peers for PSPs The performance metrics and peers established by the HRCC for the PSP 23 (2023-2025), PSP 24 (2024-2026), PSP 25 (2025-2027), and PSP 26 (2026-2028) awards granted in 2023, 2024, 2025, and 2026, respectively, have been established as follows:

  57. Performance metrics and peers for PSPs

    | Metrics | Performance Peers(1) | | | PSP 23 • Relative Total Shareholder Return (60%) • Relative Adjusted ROCE (40%) PSP 24, 25 and 26 • Relative Total Shareholder Return (60%) • Relative & Absolute Adjusted ROCE (40%) | • S&P 500 Total Return Index(2) • APA Corporation • Chevron • Devon Energy • Diamondback Energy(3) | • EOG Resources • ExxonMobil • Hess(4) • Occidental Petroleum • Pioneer Natural Resources(5) |

  58. Performance metrics and peers for PSPs

    (1) Each peer is a performance peer for PSP 23, PSP 24, PSP 25 and PSP 26, unless otherwise noted. (2) For relative TSR metric only. (3) Performance peer for PSP 24, PSP 25 and PSP 26 awards only. Diamondback Energy was added to the performance peer group to reflect our significant footprint in the Permian Basin and due to the acquisition of Pioneer Natural Resources by ExxonMobil on May 3, 2024. (4) While Hess was part of the performance peer group for PSP 23, 24 and 25, subsequent to Chevron acquiring Hess in July 2025 only the combined company (Chevron) is utilized for assessments of performance for these programs. (5) While Pioneer Resources was part of the performance peer group for PSP 23 and 24, subsequent to ExxonMobil acquiring Pioneer in May 2024 only the combined company (ExxonMobil) is utilized for assessment of performance for these programs. Executive Restricted Stock Unit Program Like the PSP, the ERSUP is designed to reward our executives for long-term share performance and encourage executive retention while incentivizing absolute performance that is aligned with stockholder interests. The restricted stock units vest three years following the date of grant, which is competitive with industry peers. The combination of the PSP and the ERSUP, along with our Stock Ownership Guidelines described under “Executive Compensation Governance — Stock Ownership and Holding Requirements” on page 90, provides a comprehensive package of long-term incentives for our executives that align their interests with stockholders. Stock Option Program In response to stockholder feedback and consistent with market trends, the HRCC discontinued the Stock Option Program effective with equity grants made in 2018 and substituted the ERSUP. The practice under the Stock Option Program was to set option exercise prices no lower than the fair market value of ConocoPhillips stock at the time of the grant. Because an option’s value is derived solely from an increase in our stock price, options only reward recipients if the value of our stock appreciates. All previously granted and unexercised stock options are vested and exercisable and expire 10 years following the grant date. Off-Cycle Awards ConocoPhillips may make awards outside the PSP or the ERSUP. Currently, off-cycle awards are generally granted to certain incoming executives for one or more of the following reasons: (1) to induce an executive to join ConocoPhillips (occasionally replacing compensation the executive will lose by leaving the prior employer); (2) to induce an executive of an acquired company to remain with ConocoPhillips for a certain period of time following the acquisition; or (3) to provide a pro rata equity award to an executive who joins ConocoPhillips during an ongoing performance period in which the executive is ineligible to participate under the standard PSP or ERSUP provisions. In these cases, the HRCC has sometimes approved a shorter period for restrictions on transfers of restricted stock units than those issued under the PSP or ERSUP. Any off-cycle awards to Senior Officers must be approved by the HRCC.

  59. Process for Determining Executive Compensation

    | Human Resources and Compensation Committee (HRCC) | | • Annually reviews and determines compensation for the CEO and for each of the NEOs. • Makes critical decisions on competitive compensation levels, program design, performance targets and associated peer groups, corporate and individual performance, and appropriate pay adjustments necessary to reflect short- and long-term performance. • Considers annual benchmark data provided by the consultants, dialogues with our largest stockholders, and evaluates four in-depth management reviews of ongoing corporate performance. • The HRCC also has sole authority to retain, terminate and obtain advice and assistance from a compensation consultant, external legal, accounting, and other advisors and consultants. The HRCC conducts an annual review of the HRCC’s independent consultant and has discretion to replace the independent consultant. The HRCC approves in advance all the work to be done by the independent consultant. | | Management | | • ConocoPhillips’ Human Resources department supports the HRCC in the execution of its responsibilities and manages the development of the materials for each committee meeting, including market data, individual and company performance metrics and compensation recommendations. • The CEO considers performance and makes individual recommendations on base salary, annual incentive and long-term equity compensation with respect to Senior Officers, including all NEOs other than himself. These recommendations are reviewed, discussed, modified and approved, as appropriate, by the HRCC. No member of the management team, including the CEO, has a role in determining his or her own compensation. | | Compensation Consultants | | The HRCC has retained FW Cook as its independent executive compensation consultant. Management also retained Mercer to provide other consulting services. The consultants compile compensation data, conduct analyses, supplement internal resources for market analyses and assist in the evaluation of the compensation of the CEO and Senior Officers. | | The HRCC considered whether any conflict of interest exists with either FW Cook or Mercer in light of SEC rules. The HRCC assessed the following factors relating to each consultant in its evaluation: • Other services provided to us by the consultant. • Fees paid by us as a percentage of the consulting firm’s total revenue. • Policies or procedures maintained by the consulting firm that are designed to prevent a conflict of interest. • Any business or personal relationships between the individual consultants involved in the engagement and a member of the HRCC or executive officers. • Any ConocoPhillips stock owned by the individual consultants involved in the engagement. | | Both FW Cook and Mercer provided the HRCC with appropriate assurances addressing such factors. Based on this information, the HRCC concluded the work of the consultants did not raise any conflict of interest. The HRCC also took into consideration all factors relevant to FW Cook’s independence from management, including those specified in Section 303A.05(c) of the NYSE Listed Company Manual, and determined that FW Cook is independent and performs no other services for ConocoPhillips. | | ConocoPhillips is prohibited from employing any FW Cook consultant who worked on our account for a period of one year after that individual leaves the employment of the independent consultant. |

  60. Relative TSR

    Relative TSR

  61. Measuring Performance — Performance Peer Group

    Measuring Performance — Performance Peer Group Our performance peer group is used to evaluate relative business results in both the VCIP and PSP. This includes both relative TSR and relative Adjusted ROCE. The HRCC believes our performance is best measured against both large independent E&P companies with diverse portfolios and some of the largest publicly held integrated oil and gas companies that we compete against in our business operations. In addition, the S&P 500 Total Return Index is included in our performance peer group (for the relative TSR metric only) because the HRCC believes that we should be measured against the companies that we compete with for capital in the broader market. We believe that our performance peer group is representative of the companies that investors use for relative performance comparisons. Additionally, the inclusion of the index as a performance peer further aligns executive pay with long-term stockholder interests, as we will be required to outperform both industry peers and a market-based index to receive a maximum payout. The following tables show the performance peer groups that were established for evaluating relative metrics for the periods indicated.

  62. Performance Peer Group for 2025 VCIP

    Performance Peer Group for 2025 VCIP VCIP performance period running from January 2025 through December 2025.

  63. Performance Peer Group for 2025 VCIP

    | • APA Corporation • Chevron • Devon Energy | • DiamondBack Energy • EOG Resources • ExxonMobil | • Hess(1) • Occidental Petroleum |

  64. Performance Peer Group for 2025 VCIP

    (1) While Hess was part of the performance peer group for 2025 VCIP, subsequent to Chevron acquiring Hess in July 2025 only the combined company (Chevron) is utilized for assessments of performance for this program.

  65. Performance Peer Group for PSP 23

    Performance Peer Group for PSP 23 PSP performance period running from January 2023 through December 2025.

  66. Performance Peer Group for PSP 23

    | • S&P 500 Total Return Index(1) • APA Corporation • Chevron | • Devon Energy • EOG Resources • ExxonMobil | • Hess(2) • Occidental Petroleum • Pioneer Natural Resources(3) |

  67. Performance Peer Group for PSP 23

    (1) For relative TSR metric only. (2) While Hess was part of the performance peer group for PSP 23, subsequent to Chevron acquiring Hess in July 2025 only the combined company (Chevron) is utilized for assessments of performance for this program. While Pioneer Resources was part of the performance peer group for PSP 23, subsequent to ExxonMobil acquiring Pioneer in May 2024 only the combined company (ExxonMobil) is utilized for assessment of performance for this program.

  68. 2025 Executive Compensation Analysis and Results

    | VCIP Corporate Performance | | We incorporate a balance of metrics into our annual incentive program that align with delivering our value proposition and maintaining competitiveness versus our performance peer group. Our program includes both line-of-sight and strategic metrics, as well as both absolute and relative metrics. We do not believe that a single metric is sufficient for driving the behaviors or performance we seek. Therefore, we carefully consider and select a combination of metrics that best ensures accountability across the organization for both short- and longer-term business success. The HRCC routinely reviews and reassesses the VCIP performance metrics and confirms that they remain appropriate for driving desired performance outcomes. | | In February 2025, the HRCC approved the final corporate performance measures by which it would judge corporate performance for the 2025 VCIP payout. The corporate measures and assigned weights were: HSE (20%); Operations (30%); Financial (30%); and Strategic Milestones (20%). | | The HRCC determines the ultimate payout of our programs based on the extent to which ConocoPhillips achieves the targets established under the four corporate performance measures set forth above. These measures support our returns-focused strategy and directly correspond to our strategic cash flow allocation priorities, which support our goal to deliver superior returns to stockholders through price cycles. See “Executive Compensation — Strategic Alignment” beginning on page 69 and “Corporate Performance Criteria” beginning on page 77. | | Setting Targets for 2025 | | The HRCC reviews and approves targets for the performance metrics annually. The process begins with our rigorous internal budget, which is set each year across the organization and then approved by our Board. For setting VCIP targets, the outputs from the internal budget are reviewed for alignment with the value proposition, as well as degree of difficulty. The HRCC believes that targets should reflect a reasonable chance of achievability, but also be challenging. Significant effort is invested to ensure that the metrics and targets reflect both a desire for continuous improvement and a realistic assessment of changes in the market environment and our portfolio. | | For the Financial metric, the HRCC established a matrix to inform payout decisions, see page 79. In the case of HSE, Operations, and Strategic Milestones metrics, the HRCC relies on a rigorous and transparent review process with management and exercises its judgment based on its knowledge of the business to assess degree of difficulty and determine the appropriate payout (see “HRCC Review Process” beginning on page 85). The HRCC does not believe either a matrix or a threshold-maximum approach is appropriate for all metrics given the significant volatility of the business in any given year and the influence of non-operated activities over which ConocoPhillips has limited control. Having a threshold-maximum approach could incentivize behaviors that are counter to the best interest of ConocoPhillips and its stockholders. Based on our 2025 outreach, we believe the majority of stockholders were satisfied with the level of disclosure around our process, and we have continued to enhance transparency around our targets and results and have sought to continuously improve our disclosures around payout decisions. | | Absolute VCIP targets for 2025 were aligned with the production, capital and operating and overhead guidance ConocoPhillips provided externally. See “HRCC Annual Compensation Cycle” on page 75. | | The HSE, Operations, Financial, and Strategic Milestones targets set by the HRCC are as follows: | | HSE | | We target top-quartile performance relative to our peers for Total Recordable Rate (TRR) and absolute continuous improvement for TRR and for Process Safety Events. We target being an industry leader in HSE in an effort to drive continuous HSE improvement and provide accountability for HSE at all levels of the organization, including among our senior leaders. | | Operations Production The target was set at 2,360 MBOED, which was aligned with the guidance provided to the marketplace in 2025. On an adjusted basis, the Production target represented low single-digit organic growth as compared to 2024 pro forma production of 2,353 MBOED. The HRCC considered the target to be challenging when balanced with the Operating and Overhead Costs target, Capital target, and expected synergy capture. |

  69. 2025 Executive Compensation Analysis and Results

    | Metric Category | Category Weighting | Metric | VCIP Target | VCIP Results and Performance Summary | Payout | | HSE | | Total Recordable Rate (TRR) (relative) | Top-quartile performance and industry leader. | Exceptional safety performance, zero fatalities, improved TRR as compared to 2024; opportunities for improvement remain. | 170% | | | | Process Safety Events | Continuous improvement. | Fewer process safety events and serious incidents as compared to prior year. | | | Operations(1) | | Production | 2,360 | Exceeded target by 1.1% with adjusted production of 2,388 MBOED; strong performance across the portfolio. | 160% | | | | Capital ($B) | $12.9 | Adjusted capital spend of $12.6B was 2.2% below target. | | | | | Operating and Overhead Costs ($B) | $11.0 | Managed adjusted operating and overhead costs to $10.7B, 2.6% below target. | | | | | Operational Milestones | See Operational Milestones discussed on page 84. | Achieved almost all operational milestones. | | | Financial(2) | | Absolute Adjusted ROCE(3) | 10% | Met target by achieving 10%; 100% payout per matrix (50% weighted). | 106% | | | | Relative Adjusted ROCE(3) | Based on our relative performance. | Finished 4th (55th percentile) relative to performance peers; 113% payout per matrix (56% weighted). | | | Strategic Milestones | | Cost Reductions and Margin Enhancement | Advance continuous improvement efforts to deliver material efficiency improvements and sustainable cost reductions. | Advanced $1 billion cost reduction and margin enhancement initiatives. | 180% | | | | Commercial LNG | Continue to build out organization and advance portfolio development. | Advanced commercial LNG strategy and achieved 10 MTPA of offtake portfolio. | | | | | Emissions | Execute Scope 1 and 2 abatement projects aligned with 2030 trajectory range.(4) | Achieved target emission intensity reduction. | | | | | Environmental and Sustainability Risks | Manage priority environmental and social risks to maintain strong sustainability performance. | Maintained strong sustainability performance by identifying risks and developing action plans. | | | | | | | Total Weighted Payout | 150% |

  70. 2025 Executive Compensation Analysis and Results

    | Name | 2025 Eligible Earnings | Target VCIP | Corporate Payout | Total Payout | | R.M. Lance | $1,800,000 | 170% | 150% | $4,590,000 | | A.M. O’Brien | 857,042 | 93%(1) | 150% | 1,194,502 | | W.L. Bullock, Jr. (retired) | 762,980 | 115% | 150% | 1,316,141 | | N.G. Olds | 996,312 | 100% | 150% | 1,494,468 | | K.B. Rose | 951,984 | 95% | 150% | 1,356,577 | | K.L. Johnson | 857,042 | 93%(1) | 150% | 1,194,502 |

  71. 2025 Executive Compensation Analysis and Results

    | PSP 23 Performance | | In 2023, the HRCC approved performance metrics for the PSP performance period running from January 2023 through December 2025. The PSP uses staggered three-year performance periods, with PSP 23 using two corporate performance measures: (1) relative Total Shareholder Return (weighted 60%); and (2) relative Financial (weighted 40%). | | The HRCC considered ConocoPhillips’ overall performance based on the PSP 23 performance measures set forth above, which, similar to VCIP, directly correspond to our strategic priorities and support our goal to deliver superior returns to stockholders through price cycles. See “Executive Compensation — Strategic Alignment” beginning on page 69 and “Corporate Performance Criteria” beginning on page 77. | | HRCC Review Process In determining award payouts under PSP 23, the HRCC met several times with management throughout the performance period to review progress and performance against the approved metrics. The review with the HRCC in late January 2026 focused on the detailed final results for each performance metric. The final review in mid-February 2026 focused on a summary of the results for each performance metric and deliberation and determination of the final payout by the HRCC. This process allows the HRCC to consider results in one meeting and make informed payout decisions in a separate meeting. | | 2023 – 2025 Results | | TSR — 60% Weighting Three-year TSR of -3.3% resulted in a relative ranking of 5th in TSR, putting us in the 48th percentile (96% payout per the matrix) compared to our performance peer group over the three-year performance period based on the 20-day average methodology. The HRCC then followed the matrix on page 80 in making its determination of the below-target payout for relative TSR. | | Financial — 40% Weighting We finished 4th (44th percentile) in Adjusted ROCE relative to our performance peers over the three-year performance period (84% payout per the matrix). The HRCC followed the matrix on page 79 in making its determination of the payout for the relative Financial metric. | | The HRCC approved the formulaic payout of 91% for the 2023 – 2025 performance period. |

  72. 2025 Executive Compensation Analysis and Results

    | Metric Category | Category Weighting | Metric | PSP Results and Performance Summary | Payout | | TSR | | Total Shareholder Return (relative to peers) | 5th in peer group (48th percentile; payout per matrix) for 2023-2025 based on 20-day average methodology | 96% | | Financial(1) | | Adjusted ROCE (relative to peers) | 4th in peer group (44th percentile; payout per matrix) for 2023-2025 | 84% | | | | | Total Weighted Payout | 91% |

  73. 2025 Executive Compensation Analysis and Results

    (1) See page 79 for how Adjusted ROCE is calculated. See Appendix A for non-GAAP reconciliations. Long-Term Incentive: Executive Restricted Stock Unit Program All 2025 awards under the ERSUP were made at target. The 2025 grants to NEOs can be found in footnote (3) of the Summary Compensation Table beginning on page 93.

  74. Other Executive Compensation and Benefits

    Other Executive Compensation and Benefits Other Compensation and Personal Benefits In addition to our four primary compensation components (base salary, VCIP, PSP and ERSUP), we provide our NEOs with a limited number of benefits as described below. Some benefits, such as nonqualified benefit plans, are provided for competitive reasons. Other benefits are designed primarily to promote a healthy work/life balance, to provide opportunities for developing business relationships and to personalize our social responsibility programs. Comprehensive Security Program — Because our executives face personal safety risks in their roles as representatives of a global E&P company, our Board has adopted a comprehensive security program for our executives. Personal Entertainment — ConocoPhillips executives participate in community, university and philanthropic organizations at the request of the company. We also purchase tickets to various cultural, charitable, civic, entertainment and sporting events for business development and relationship-building purposes, as well as to maintain our involvement in communities where we operate. Occasionally, our employees, including our executives, make personal use of tickets that would not otherwise be used for business purposes. We believe these tickets offer an opportunity to expand our networks at a very low or no incremental cost to ConocoPhillips. Tax Gross-Ups — Certain of the personal benefits received by our executives are deemed by the Internal Revenue Service to be taxable income to the individual. When we determine that such income is incurred for purposes more properly characterized as company business than personal benefit, we provide additional payments to the executive to reimburse the cost of including the item in the executive’s taxable income. Most often, these tax gross-up payments are provided for travel by a family member or other personal guest to attend a meeting or function at our request in furtherance of company business, such as Board meetings, company-sponsored events and industry and association meetings where spouses or other guests are expected to attend. Tax and Financial Planning Services — We provide our NEOs with certain tax, estate and financial planning services up to $16,465 plus any travel-related expenses incurred by the advisor when meeting with an executive. The benefit is provided while serving as an executive and for up to six months following retirement from the company. We do not provide a tax gross-up for these benefits. Executive Life Insurance — We provide life insurance benefits for all of our U.S.-based salaried employees (at no cost to the employee) with a face value approximately equal to the employee’s annual salary. For each of our NEOs under the ConocoPhillips benefits program in 2025, we maintained additional life insurance coverage (at no cost to the executive) with a value approximately equal to the executive’s annual salary. The additional life insurance coverage was discontinued for executives after 2025, and starting in 2026 they will receive coverage consistent with all other U.S.-based salaried employees. In 2025 we also provided our executives the option of purchasing group variable universal life insurance or term life insurance in an amount up to eight times their respective annual salaries. The group variable universal life insurance option was discontinued after 2025, although executives could convert existing coverage to an individual policy. We believe that making additional insurance available for purchase at their own expense is valued by our executives and can be provided at no cost to ConocoPhillips. Defined Contribution Plans — In addition to the ConocoPhillips Savings Plan, which is our qualified defined contribution plan for U.S.-based employees, we maintain nonqualified defined contribution plans for our executives. These plans allow deferred amounts to grow tax-deferred until distributed, while enabling ConocoPhillips to use the money for the duration of the deferral period for general corporate purposes. These types of plans are common among our competitors, and we believe the lack of such plans would put ConocoPhillips at a disadvantage in attracting and retaining talented executives. • Voluntary Deferred Compensation Plans — The purpose of our voluntary nonqualified deferred compensation plans is to allow executives to defer a portion of their salary and incentive compensation so that such amounts are not immediately taxable. • Make-Up Plans — The purpose of our nonqualified defined contribution make-up plans is to provide benefits that an executive would otherwise lose due to Internal Revenue Code limitations applicable to qualified retirement plans. Additional information on these plans is provided under Nonqualified Deferred Compensation beginning on page 102. Defined Benefit Plans — In addition to the ConocoPhillips Retirement Plan, which is our qualified defined benefit plan for U.S.-based employees, we also maintain nonqualified defined benefit plans for our executives. The primary purpose of these plans is to provide benefits that an executive would otherwise lose due to limitations imposed by the Internal Revenue Code on high-income participants in qualified plans. The U.S. nonqualified defined benefit plan available to our NEOs is the Key Employee Supplemental Retirement Plan (“KESRP”). This type of plan is common among our competitors, and we believe the lack of such a plan would put ConocoPhillips at a disadvantage in attracting and retaining talented executives. The ConocoPhillips Retirement Plan is closed to additional benefit accruals for new hires and rehires who instead are eligible for an additional contribution under the ConocoPhillips Savings Plan and a related make-up plan. Additional information on the KESRP is provided under Pension Benefits beginning on page 100. Severance Plans and Changes in Control We maintain plans to address severance of our executives in certain circumstances as described under Executive Severance and Changes in Control beginning on page 104. Plans of this nature are common within the industry. Our plans are designed to aid ConocoPhillips in attracting and retaining executives. Under each of our severance and change in control severance plans, the executive must terminate from service with ConocoPhillips to receive severance pay. Excise tax gross-up benefits are not available under these plans. Awards under the PSP and ERSUP that are assumed by an acquirer are subject to accelerated vesting only upon the occurrence of both a change in control event and a qualifying termination of employment of the employee (usually called a “double trigger”). Broadly Available Plans Our NEOs are eligible to participate in the same basic benefits package as our other U.S. salaried employees. This includes expatriate benefits; relocation services; medical, dental, vision, life and accident plans; health savings accounts; voluntary benefits including hospital indemnity, critical illness, accident and legal services; and flexible spending arrangements for health care and dependent care expenses.

  75. Executive Compensation Governance

    Executive Compensation Governance Stock Ownership and Holding Requirements We place a premium on aligning the interests of our executives with those of our stockholders. All Senior Officers are subject to stock ownership guidelines, with an eight times base salary guideline for the CEO (increased from six times effective in 2023) and three to four times base salary guideline for other NEOs. Executives have five years from the date they become subject to the Stock Ownership Guidelines to comply. Holdings counted toward the guidelines include: (1) shares of stock owned individually, jointly or in trusts controlled by the employee; (2) restricted stock and restricted stock units; (3) shares owned in qualified savings or stock ownership plans, whether vested or not; and (4) stock or units in nonqualified deferred compensation plans, whether vested or not. Holdings not counted toward the guidelines include PSP target units and unexercised stock options. Employees subject to the guidelines who have not reached the required level of stock ownership are expected to hold shares received upon vesting or earn-out of restricted stock and restricted stock units (net of shares for taxes) and shares received upon exercise of stock options (net of shares tendered or withheld for payment of exercise price and shares for taxes), so they meet their requirement in a timely manner. The equity holdings of each of our NEOs currently exceeds our established guidelines. Clawback Policy The HRCC has approved a Clawback Policy which provides that ConocoPhillips will recoup any incentive compensation (cash or equity) paid or payable to any executive to the extent such recoupment is required or contemplated by the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Sarbanes-Oxley Act or any other applicable law or listing standards. To comply with NYSE listing standards and final SEC rules under the Dodd-Frank Act, the HRCC adopted a restated Clawback Policy effective October 2, 2023. The Clawback Policy requires the Board to recoup incentive compensation (cash or equity) paid in the event of certain business circumstances, including a financial restatement. The Clawback Policy operates in addition to provisions already contained in our award documents for the PSP, the ERSUP, the Stock Option Program and other compensation programs using company equity. Those documents permit the HRCC or other granting committee to suspend rights to exercise, refuse to honor the exercise of awards already requested, or cancel awards granted if an executive engages in any activity we determine is detrimental to ConocoPhillips, including acts of misconduct (such as embezzlement, fraud, theft or disclosure of confidential information) or other acts that harm our business, reputation or employees, as well as misconduct that results in ConocoPhillips having to prepare an accounting restatement. To date, no NEOs have been subject to any clawbacks. Anti-Pledging and Anti-Hedging Pursuant to our insider trading policy, ConocoPhillips directors, officers and all other employees are prohibited from pledging company stock, holding company stock in a margin account, or entering into hedging transactions, including the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. This policy, together with the Stock Ownership Guidelines discussed above, helps ensure that our NEOs and other Senior Officers remain subject to the risks, as well as the rewards, of stock ownership. Equity Grant Practices When the HRCC awards PSP units, ERSUP units or other equity grants to the NEOs, the fair value of the units or the exercise price of the options or other equity is determined based on an average of the stock’s high and low prices on the date of grant (or the preceding business day, if the markets are closed on the date of grant). For purposes of determining the number of units granted under such awards, we use an average of the stock’s closing price on each of the 10 trading days preceding the date of grant. Grants of PSP units and ERSUP units are generally made at the HRCC’s February meeting (the date of which is determined at least a year in advance) or, in the case of new hires, on the date of commencement of employment or the date of HRCC approval, whichever is later. The HRCC does not take material nonpublic information into account when determining the timing and terms of equity grants, and the company’s release of material nonpublic information is not timed with the purpose of affecting the value of executive compensation. The HRCC does not have a formal policy regarding the timing of stock option grants because it has discontinued the Stock Option Program, and ConocoPhillips has not granted stock options since 2017. See “Stock Option Program” on page 73. Statutory and Regulatory Considerations In designing, implementing and determining compensation under our compensation programs, we act in accordance with our compensation philosophy and believe that attracting, retaining and motivating our employees with compensation programs that support long-term value creation is in the best interests of our stockholders. However, we also take into account the various tax, accounting and disclosure rules associated with various forms of compensation. We have reviewed and considered the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code and designed deferred compensation programs with the intent that they comply with or are exempt from Section 409A of the Internal Revenue Code. We generally seek to preserve tax deductions for executive compensation where possible and commensurate with our practice of aligning pay with performance. Nonetheless, ConocoPhillips has awarded compensation that is not fully tax deductible when the HRCC believes that doing so is in the best interest of our stockholders, and ConocoPhillips reserves the right to do so in the future. Human Resources and Compensation Committee Report Review with Management. The HRCC has reviewed and discussed the “Compensation Discussion and Analysis” presented in this Proxy Statement with members of management. Discussion with Independent Executive Compensation Consultant. The HRCC has discussed with FW Cook, an independent executive compensation consulting firm, ConocoPhillips’ executive compensation programs as well as specific compensation decisions made by the HRCC. FW Cook was retained directly by the HRCC, independent of management. The HRCC has received written disclosures from FW Cook confirming no other work has been performed for ConocoPhillips by FW Cook, has discussed with FW Cook its independence from ConocoPhillips, and believes FW Cook to have been independent of management. Recommendation to the ConocoPhillips Board of Directors. Based on its review and discussions noted above, the HRCC recommended to the Board that the “Compensation Discussion and Analysis” be included in ConocoPhillips’ Proxy Statement on Schedule 14A (and, by reference, included in ConocoPhillips’ Annual Report on Form 10-K for the year ended December 31, 2025).

  76. Summary Compensation Table

    Summary Compensation Table The Summary Compensation Table below reflects amounts earned with respect to 2025 and, with regard to non-equity incentive plan compensation, for the performance period ended in 2025. The table does not include the cost of benefits that are generally available to our U.S.-based salaried employees, such as our medical, dental, vision, voluntary benefit, life, disability and accident plans; our health savings accounts; and our flexible spending account arrangements for health care and dependent care expenses. All of our NEOs are U.S.-based salaried employees.

  77. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Bonus(2) | Stock Awards(3) | Option Awards | Non-Equity Incentive Plan Compensation(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) | All Other Compensation(6) | Total | | R.M. Lance Chairman and Chief Executive Officer | 2025 | $1,800,000 | $— | $16,543,434 | $— | $4,590,000 | $— | $516,651 | $23,450,085 | | | 2024 | 1,791,833 | — | 15,416,811 | — | 3,547,830 | 1,829,311 | 530,499 | 23,116,284 | | | 2023 | 1,742,500 | — | 14,842,125 | — | 3,737,663 | — | 448,385 | 20,770,673 | | A.M. O’Brien Chief Financial Officer and Executive Vice President, Strategy and Commercial | 2025 | 857,042 | — | 3,877,604 | — | 1,194,502 | 300,371 | 119,359 | 6,348,878 | | | 2024 | 725,544 | — | 3,104,357 | — | 722,642 | — | 145,133 | 4,697,676 | | | 2023 | — | — | — | — | — | — | — | — | | W.L. Bullock, Jr. (retired)(7) Executive Vice President and Chief Financial Officer | 2025 | 762,980 | — | 4,878,454 | — | 1,316,141 | 738,661 | 145,773 | 7,842,009 | | | 2024 | 1,084,776 | — | 4,973,507 | — | 1,496,991 | 3,412,975 | 187,005 | 11,155,254 | | | 2023 | 1,004,976 | — | 5,141,485 | — | 1,469,777 | 2,350,206 | 226,476 | 10,192,920 | | N.G. Olds Executive Vice President, Lower 48 and Global HSE | 2025 | 996,312 | — | 4,234,895 | — | 1,494,468 | 1,000,304 | 293,376 | 8,019,355 | | | 2024 | 952,632 | — | 4,515,851 | — | 1,143,158 | 2,295,501 | 320,163 | 9,227,305 | | | 2023 | 840,056 | — | 2,764,013 | — | 1,037,469 | 1,473,838 | 239,438 | 6,354,814 | | K.B. Rose Senior Vice President, Legal, General Counsel and Corporate Secretary | 2025 | 951,984 | — | 3,797,985 | — | 1,356,577 | 236,698 | 149,594 | 6,492,838 | | | 2024 | 951,984 | — | 3,717,766 | — | 1,085,262 | 187,657 | 202,796 | 6,145,465 | | | 2023 | 947,320 | — | 3,242,925 | — | 1,169,940 | 178,260 | 180,104 | 5,718,549 | | K.L. Johnson Executive Vice President, Global Operations and Technical Functions | 2025 | 857,042 | — | 3,877,604 | — | 1,194,502 | 239,809 | 99,111 | 6,268,068 | | | 2024 | — | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | — |

  78. Summary Compensation Table

    (1) Includes any amounts that were voluntarily deferred under the Key Employee Deferred Compensation Plan (“KEDCP”). (2) Our primary short-term incentive compensation arrangement for employees (the Variable Cash Incentive Program or “VCIP”) has performance measures established by the HRCC and communicated to employees, including the NEOs, at a time when the outcome of the performance was substantially uncertain for the 2025 performance period. The HRCC must determine the level of achievement under such performance measures before any payout to NEOs. Because of this process, amounts paid under the VCIP are shown in the Non-Equity Incentive Plan Compensation column of the table, rather than the Bonus column. Amounts shown represent the aggregate grant date fair value of awards made during each of the years indicated under the Performance Share Program (“PSP”) and the Executive Restricted Stock Unit Program (“ERSUP”) as determined in accordance with FASB ASC Topic 718. See the “Employee Benefit Plans” section of Note 14 in the Notes to Consolidated Financial Statements in ConocoPhillips’ 2025 Annual Report on Form 10-K for a discussion of the relevant assumptions used in this determination. For the awards granted for 2025 under the PSP and ERSUP, the grant date fair value was $100.9029, but as noted in the Equity Grant Practices outlined on page 91 awards are granted using the average of the closing prices on the 10 trading days preceding the date of grant ($100.028). The difference between these values can increase or decrease the reported amounts from year to year even if target compensation does not change. A detailed breakdown of 2025 awards in the Stock Awards column of the Summary Compensation Table is on the following page. Grants Made in 2025

  79. Summary Compensation Table

    | | PSP | | Executive Restricted Stock Unit Program | | | | Name | Shares (#) | Value | Shares (#) | Value | Total Value | | R.M. Lance | 106,570 | $10,753,222 | 57,384 | $5,790,212 | $16,543,434 | | A.M. O’Brien | 32,757 | 3,072,500 | 7,979 | 805,104 | 3,877,604 | | W.L. Bullock, Jr. (retired) | 31,426 | 3,170,975 | 16,922 | 1,707,479 | 4,878,454 | | N.G. Olds | 28,970 | 2,923,157 | 13,000 | 1,311,738 | 4,234,895 | | K.B. Rose | 25,981 | 2,621,558 | 11,659 | 1,176,427 | 3,797,985 | | K.L. Johnson | 32,757 | 3,072,500 | 7,979 | 805,104 | 3,877,604 |

  80. Summary Compensation Table

    The amounts shown for awards from the PSP relate to the respective three-year performance periods that began in each of the years presented. Performance periods under the PSP generally are three years. As a new performance period has begun each year since the program commenced, three overlapping performance periods are ongoing at any time. The amounts shown for 2023 include the full initial target for PSP 23 for the January 2023 – December 2025 performance period, as well as any incremental targets set during 2023 with regard to any ongoing performance period as a result of promotions (Mr. Bullock was promoted in 2023). The amounts shown for 2024 include the full initial target for PSP 24 for the January 2024 – December 2026 performance period, as well as any incremental targets set during 2024 with regard to any ongoing performance period as a result of promotions (Messrs. Olds and O’Brien were promoted in 2024). The amounts shown for 2025 include the full initial target for PSP 25 for the January 2025 – December 2027 performance period, as well as any incremental targets set during 2025 with regard to any ongoing performance period as a result of promotions (Messrs. O’Brien and Johnson were promoted in 2025). Amounts are shown at target for each year because it is most probable at the setting of the target for the applicable performance periods that targets will be achieved. If payout was made at maximum levels for company performance the amounts shown would double from the targets shown, although the value of the actual payout would depend upon the stock price and accrued dividend equivalent units at the time of the payout. If payout was made at minimum levels, the amounts would be reduced to zero. No adjustment is made to the target shown for prior years based upon any change in probability after the target is set. Changes to targets resulting from promotion or demotion of an NEO are shown as awards in the year of the promotion or demotion, even though the awards may relate to a program period that began in an earlier year. The grant date fair values of the target awards for PSP 23 (January 2023 – December 2025) granted in 2023 appear in the table in 2023, and any incremental target awards as a result of a promotion appear in the year in which they were granted. Actual payouts with regard to the targets for PSP 23 were approved by the HRCC at its February 2026 meeting. Pursuant to that approval, payouts were made in February 2026 to the NEOs as follows (shown at fair market value on the date of settlement): Mr. Lance, 85,984 units valued at $9,277,244; Mr. O’Brien, 13,574 units valued at $1,464,567; Mr. Bullock, 22,706 units valued at $2,449,864; Mr. Olds, 21,112 units valued at $2,277,879; Ms. Rose, 19,404 units valued at $2,093,595; and Mr. Johnson, 13,636 units valued at $1,471,256. These amounts do not appear in the Summary Compensation Table. Under the terms and conditions of the awards, participants were able to make elections prior to the beginning of the performance period to defer all or a portion of the award value into the KEDCP. See the section on Nonqualified Deferred Compensation beginning on page 102 for further information. For PSPs beginning in 2012 and later settlement is made in cash rather than unrestricted shares. For target awards for program periods beginning in 2013 and later, the vesting period ends shortly after the end of the performance period, except that in the cases of termination due to death, layoff or retirement, or after disability or a change in control, the vesting period ends upon the occurrence of the exceptional termination event (the timing of settlement remains unchanged). For programs beginning prior to 2013, the employee may have elected prior to the beginning of the performance period to defer the lapsing of restrictions until after separation. For PSPs beginning in 2013 and later, the employee may elect, prior to the beginning of the performance period to have some or all of the settlement value deferred into the KEDCP. (4) Includes amounts paid under the VCIP and VCIP amounts that were voluntarily deferred to the KEDCP. See the section on Nonqualified Deferred Compensation beginning on page 102 for further information. See also footnote (2) on the previous page. (5) Amounts represent the actuarial increase in the present value of the NEO’s benefits under all pension plans maintained by ConocoPhillips determined using interest rate, discount rate and mortality rate assumptions consistent with those used in ConocoPhillips’ financial statements. Primarily as a result of such actuarial factors, the present value of the benefit to Mr. Lance decreased from 2024 to 2025 by $132,866. In accordance with SEC rules that do not permit the inclusion of values less than $0 for this column, an amount of zero is shown in the table. On account of his retirement in August of 2025, Mr. Bullock took a distribution of his qualified pension benefit and, to satisfy required tax withholding, a partial distribution of his nonqualified benefit. See the table under Pension Benefits on page 100 for the payment amounts. The actuarial increase in the present value of Mr. Bullock’s pension benefits was calculated by adding the actual lump sum payments in 2025 to the actuarial present value of his undistributed pension benefit at year-end and subtracting the actuarial present value of his pension benefits at the end of 2024. Interest Rates and Discount Rates — Interest rate assumption changes have a significant impact on the pension values, with periods of higher interest rates having the effect of decreasing the actuarial values reported and vice versa. The discount rate assumptions and discount periods from the assumed retirement age to current age used in determining the present value may also have an impact on the pension values, with higher discount rates having the effect of decreased actuarial values reported and vice versa, and shorter discount periods having the effect of increased actuarial values reported and vice versa. Final Average Pay and Service Credit — The years of service credited and increases to compensation are also factors in the benefit accrual. Each additional year of service credit and pay increases will generally result in an increase in the actuarial values reported. This only applies to Messrs. Lance, Bullock and Olds who are the only NEOs who participate in a final average earnings title of ConocoPhillips’ U.S. pension plans. See Pension Benefits beginning on page 100 of this Proxy Statement for further information. The amount shown does not include any nonqualified deferred compensation plan earnings because the nonqualified deferred compensation plans in which the NEOs participate do not provide above-market or preferential earnings. As discussed in “Compensation Discussion and Analysis” beginning on page 63 of this Proxy Statement, ConocoPhillips provides its executives with a number of compensation and benefit arrangements. The table below reflects amounts earned in 2025 under those arrangements, excluding insurance and other benefits that are generally available to our U.S.-based salaried employees. All of our NEOs are U.S.-based salaried employees. All Other Compensation includes the following amounts, which were determined using actual cost to ConocoPhillips unless otherwise noted:

  81. Summary Compensation Table

    | Name | Personal Use of Company Aircraft(a) | Business Related Use of Company Aircraft(b) | Matching Gift Program(c) | Other(d) | Tax and Financial Planning(e) | Expatriate(f) | Executive Group Life Insurance Premiums(g) | Tax Reimbursement Gross-Up(h) | Matching Contributions Under the Tax-Qualified Savings Plans(i) | Company Contributions to Non-Qualified Defined Contribution Plans(j) | Total | | R.M. Lance | $167,317 | $70,000 | $— | $80,574 | 17,070 | $— | $10,822 | $8,868 | $31,500 | $130,500 | $516,651 | | A.M. O’Brien | — | 3,248 | — | 1,016 | 16,680 | — | 5,153 | 16,128 | 31,500 | 45,634 | 119,359 | | W.L. Bullock, Jr. (retired) | — | 38,409 | — | 13,125 | 16,465 | — | 4,587 | 4,519 | 31,500 | 37,168 | 145,773 | | N.G. Olds | 8,021 | 84,555 | 5,000 | 59,064 | 16,465 | — | 5,990 | 24,613 | 31,500 | 58,168 | 293,376 | | K.B. Rose | — | — | 5,000 | 20,023 | 16,643 | — | 5,723 | 16,526 | 31,500 | 54,179 | 149,594 | | K.L. Johnson | — | — | — | 895 | — | 15,119 | 5,153 | 810 | 31,500 | 45,634 | 99,111 |

  82. Summary Compensation Table

    (a) ConocoPhillips’ Comprehensive Security Program requires that the CEO, Mr. Lance, fly on company aircraft unless the Global Security Department determines that other arrangements represent an acceptable risk. All other NEOs are permitted to use the aircraft for preapproved personal travel. Amounts represent the approximate aggregate incremental cost to ConocoPhillips for personal use of the aircraft, including travel for any family member or personal guest. Approximate aggregate incremental cost has been determined by calculating the variable costs for each aircraft during the year, dividing that amount by the total number of miles flown by that aircraft, and multiplying the result by the miles flown for personal use during the year. However, where there were identifiable costs related to a particular trip — such as fuel, airport landing fees or food and lodging for aircraft personnel who remained at the location of the personal trip — those amounts are separately determined and included in the table above. The amounts shown include incremental costs associated with flights to the hangar or other locations without passengers (commonly referred to as “deadhead” flights) arising from the non-business use of the aircraft by an NEO. Mr. Lance has entered into aviation lease agreements with the company under which reimbursement, subject to FAA limitations, is provided for certain flights which are personal in nature. Amounts in the table above reflect aggregate incremental cost net of reimbursements. Lease reimbursements are allocated to the flight to which they relate but may be paid in a different year due to lease administration. (b) ConocoPhillips executives participate in community, university and philanthropic organizations at the request of the company. In some cases, company aircraft are used to support these activities as well as other activities not integrally related to the performance of the executive’s duties. When these activities are considered as not integrally and directly related to the performance of the executive’s duties, we include the aggregate incremental cost to ConocoPhillips in this column. The same guidelines for determining approximate aggregate incremental cost as discussed in footnote (a) are used in determining these amounts. (c) ConocoPhillips maintains a Matching Gift Program, under which certain gifts by employees to qualified educational or charitable institutions are matched. For all eligible employees, including the NEOs, the program matches up to $10,000 with regard to each program year. Administration of the program can cause us to pay more than the limit in a single fiscal year due to a lag in processing claims. (d) The amounts in this column represent other perquisites and personal benefits including board fees for service on community, university and philanthropic organizations at the request of the company (such board fees totaled $50,000 for Mr. Lance and $35,000 for Mr. Olds); the cost of presentations made to employees and their spouses at company meetings or events; reimbursements for the cost of spousal and other guests’ attendance at such meetings or events; and the aggregate incremental cost of any other personal benefits or perquisites not integrally and directly related to the performance of the executive’s duties arising from such presentations, meetings or events, primarily food, drink and transportation. Also includes any aggregate incremental cost of enhanced home security, transportation security and other protection services provided under our Comprehensive Security Program. As part of his duties and in addition to working in the Houston headquarters of the company, Mr. Olds is required to work in the company’s Midland, Texas office, which serves as a strategic operational hub for the company’s Permian Basin assets. While working in Midland, Mr. Olds lived in a company-owned house and drove a company-leased automobile. The amount shown for Mr. Olds includes the company’s actual cost of the house for the days used by Mr. Olds and the company’s actual cost of leasing the automobile for the days used by Mr. Olds. (e) The amounts shown reflect the cost of professional advice related to tax, estate and financial planning. The maximum benefit in 2025 was $16,465 plus any travel-related expenses incurred by the advisor when meeting with an executive. No tax gross-up is provided for these costs. (f) Mr. Johnson was previously assigned in Canada. The amount shown reflects amended tax equalization and similar payments under our standard expatriate services policies that were made to or on behalf of Mr. Johnson. The amounts were paid or received during 2025, but relate to taxes, reimbursements or earnings of prior years which were unknown or not capable of being estimated with any reasonable degree of accuracy in those years. These amounts may be returned to ConocoPhillips when they are known or received through the tax reporting and filing process. (g) The amounts shown reflect the additional incremental cost of premiums paid by ConocoPhillips for executive group life insurance (coverage equal to two times annual salary) over the cost of basic life insurance provided to all salaried employees (coverage equal to annual salary). In addition, U.S.-based employees, including the NEOs, are eligible to purchase additional life insurance coverage at no incremental cost to ConocoPhillips. (h) The amounts shown are for payments by ConocoPhillips relating to certain taxes incurred by the employee. These taxes arise primarily when ConocoPhillips requests family members or other guests to accompany the employee to a function, and, as a result, the employee is deemed to make a personal use of company assets (for example, when a spouse accompanies an employee on a company aircraft). ConocoPhillips believes such expenses are appropriately characterized as a business expense, and, if the employee has imputed income in accordance with the applicable tax laws, ConocoPhillips will generally reimburse any increased tax costs. (i) Under the terms of its tax-qualified defined contribution plans, ConocoPhillips makes matching contributions and nonelective allocations to the accounts of its eligible employees, including the NEOs. (j) Under the terms of its nonqualified defined contribution plans, ConocoPhillips makes contributions to the accounts of its eligible employees, including the NEOs. See the narrative, table and footnotes to the Nonqualified Deferred Compensation section beginning on page 102 for further information. Mr. Bullock announced his retirement on May 2, 2025, remained in his position as EVP and Chief Financial Officer until May 31, 2025, and was an Advisor to the CEO until his retirement effective August 31, 2025. The amounts included for his PSP awards in the Stock Awards column above reflect the gross targets set for the awards for 2023, 2024 and 2025. Pursuant to the terms of his PSP 25 award and as the result of his satisfaction of the retirement criteria under the award, Mr. Bullock became partially vested in a proportionate amount of the award based on his service (eight months) during the award period (36 months). The remainder of the PSP 25 award was forfeited upon his retirement. His PSP 24 award was similarly subject to partial vesting, and 16/36th of the award was forfeited upon his retirement. His PSP 23 award was similarly subject to partial vesting, and the amount actually paid out in accordance with the decision of the HRCC at its February 2026 meeting (reflecting the forfeiture of 4/36th of the award due to

  83. Summary Compensation Table

    his retirement before the end of the full performance period) is disclosed in footnote (3) above. The amounts included for the ERUSP in the Stock Awards column above reflect the gross targets set for the awards for 2023, 2024 and 2025. Pursuant to the terms of these ERSUP awards, Mr. Bullock became fully vested in each ERSUP award in 2026 on account of his retirement more than six months after the applicable grant date.

  84. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The Grants of Plan-Based Awards Table shows participation by the NEOs in the incentive compensation arrangements described below. The columns under the heading Estimated Future Payouts Under Non-Equity Incentive Plan Awards show information regarding VCIP. The amounts shown in the table are those applicable to the 2025 program year, using a minimum of zero and a maximum of 200% of VCIP target for each participant; the amounts shown do not represent actual payouts for that program year. Actual payouts for the 2025 program year were made in February 2026 and are shown in the Summary Compensation Table on page 93 under the Non-Equity Incentive Plan Compensation column. Awards are eligible to be voluntarily deferred under the KEDCP. The columns under the heading Estimated Future Payouts Under Equity Incentive Plan Awards show information regarding PSP. The amounts shown in the table are those set for 2025 compensation tied to the 2025 through 2027 program period and any promotional grants for previous performance periods and do not represent actual payouts for that program year. These awards accrue dividend equivalents that, during the performance period, are reinvested in additional restricted stock units and paid upon settlement of the underlying award. Dividend equivalents are not paid at preferential rates and are credited at the same time dividends are paid on common stock. Awards settled in cash are eligible to be voluntarily deferred under the KEDCP. For the 2025 program year under the PSP, the HRCC set the targets and granted awards at the regularly scheduled February 2025 meeting of the HRCC. The All Other Stock Awards column reflects awards granted under the ERSUP. The ERSUP awards shown were granted on the same day the target was approved, vest at the end of a three-year period, and accrue dividend equivalents that, during the vesting period, are reinvested in additional restricted stock units and settle in stock upon the applicable vesting of the underlying award. Dividend equivalents are not paid at preferential rates and are credited at the same time dividends are paid on common stock. For the 2025 program year under the ERSUP, the HRCC set the targets and granted awards at the regularly scheduled February 2025 meeting of the HRCC.

  85. Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units(4) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price Of Options Awards Average Price ($Sh) | Exercise or Base Price Of Options Awards Closing Price ($Sh) | Grant Date Fair Value of Stock and Options Awards(5) | | Name | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | | R.M. Lance | | $— | $3,060,000 | $6,120,000 | — | — | — | — | — | $— | $— | $— | | | 2/11/2025 | — | — | — | — | 106,570 | 213,140 | — | — | — | — | 10,753,222 | | | 2/11/2025 | — | — | — | — | — | — | 57,384 | — | — | — | 5,790,212 | | A.M. O’Brien | | — | 796,335 | 1,592,670 | — | — | — | — | — | — | — | — | | | 2/11/2025 | — | — | — | — | 17,843 | 35,686 | — | — | — | — | 1,800,410 | | | 6/1/2025 | — | — | — | — | 1,670 | 3,340 | — | — | — | — | 142,443 | | | 6/1/2025 | — | — | — | — | 4,154 | 8,308 | — | — | — | — | 354,315 | | | 6/1/2025 | — | — | — | — | 9,090 | 18,180 | — | — | — | — | 775,332 | | | 2/11/2025 | — | — | — | — | — | — | 7,979 | — | — | — | 805,104 | | W.L. Bullock, Jr. (retired)(6) | | — | 1,321,934 | 2,643,868 | — | — | — | — | — | — | — | — | | | 2/11/2025 | — | — | — | — | 31,426 | 62,852 | — | — | — | — | 3,170,975 | | | 2/11/2025 | — | — | — | — | — | — | 16,922 | — | — | — | 1,707,479 | | N.G. Olds | | — | 996,312 | 1,992,624 | — | — | — | — | — | — | — | — | | | 2/11/2025 | — | — | — | — | 28,970 | 57,940 | — | — | — | — | 2,923,157 | | | 2/11/2025 | — | — | — | — | — | — | 13,000 | — | — | — | 1,311,738 | | K.B. Rose | | — | 904,385 | 1,808,770 | — | — | — | — | — | — | — | — | | | 2/11/2025 | — | — | — | — | 25,981 | 51,962 | — | — | — | — | 2,621,558 | | | 2/11/2025 | — | — | — | — | — | — | 11,659 | — | — | — | 1,176,427 | | K.L. Johnson | | — | 796,335 | 1,592,670 | — | — | — | — | — | — | — | — | | | 2/11/2025 | — | — | — | — | 17,843 | 35,686 | — | — | — | — | 1,800,410 | | | 6/1/2025 | — | — | — | — | 1,670 | 3,340 | — | — | — | — | 142,443 | | | 6/1/2025 | — | — | — | — | 4,154 | 8,308 | — | — | — | — | 354,315 | | | 6/1/2025 | — | — | — | — | 9,090 | 18,180 | — | — | — | — | 775,332 | | | 2/11/2025 | — | — | — | — | — | — | 7,979 | — | — | — | 805,104 |

  86. Grants of Plan-Based Awards Table

    (1) The grant date shown is the date on which the HRCC approved the target awards or, in the case of prorated promotional awards under the PSP, the effective date of the promotion. (2) Threshold and maximum awards are based on VCIP program terms. Actual awards earned can range from zero to 200% of the target awards for corporate performance inclusive of negative discretionary adjustments for individual performance. Amounts reflect estimated cash payouts under VCIP after the close of the performance period at the threshold, target and maximum level of performance. The estimated amounts are calculated based on the applicable annual target and base salary for each NEO in effect for the 2025 performance period, including any salary increases during the year. While the program terms would also automatically adjust for salary decreases, these are not reflected in the table above. If threshold levels of performance are not met, then the payout can be zero. The HRCC also retains the discretionary authority to make negative individual performance adjustments to VCIP awards to NEOs. Actual VCIP payouts for 2025 are based on actual base salaries earned in 2025 and are reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table on page 93. (3) Threshold and maximum awards under the PSP are based on program terms. Actual PSP awards can range from zero to 200% of the target awards. Messrs. O’Brien, Olds and Johnson and Ms. Rose received an additional 20% initial award for PSP 25 (2025 – 2027) in recognition of their differential performance in 2024. (4) This reflects awards for the ERSUP. ERSUP awards can only be adjusted downward. (5) For equity incentive plan awards, these amounts represent the grant date fair value at target level under PSP and ERSUP as determined pursuant to FASB ASC Topic 718 and reflected in the Stock Awards column in the Summary Compensation Table on page 93. Actual value realized upon vesting of the PSP or ERSUP awards depends on market prices at the time of settlement for such awards. See the “Employee Benefit Plans” section of Note 14 in the Notes to Consolidated Financial Statements in ConocoPhillips’ 2025 Annual Report on Form 10-K for a discussion of the relevant assumptions used in this determination. See footnote (7) to the Summary Compensation Table on page 95.

  87. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The Outstanding Equity Awards at Fiscal Year-End table is used to show equity awards measured in ConocoPhillips stock held by the NEOs. The following table reflects outstanding stock option awards and unvested and unearned stock awards (both time-based and performance-contingent) as of December 31, 2025, assuming a market value of $93.61 per share (the closing stock price of the company’s common stock on December 31, 2025).

  88. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards(1) | | | | | Stock Awards(3) | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(2) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(10) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested | | R.M. Lance | 506,800 | — | — | $49.7550 | 02/14/2027 | — | $— | — | $— | | | — | — | — | — | — | 435,492(4) | 40,766,415 | 206,878 | 19,365,827 | | A.M. O’Brien | — | — | — | — | — | 34,781(5) | 3,255,804 | 46,094 | 4,314,852 | | W.L. Bullock, Jr. (retired) | 81,000 | — | — | 33.1250 | 02/16/2026 | — | — | — | — | | | 71,200 | — | — | 49.7550 | 02/14/2027 | — | — | — | — | | | — | — | — | — | — | 92,862(6) | 8,692,836 | 25,611 | 2,397,415 | | N.G. Olds | 12,150 | — | — | 49.7550 | 02/14/2027 | — | — | — | — | | | — | — | — | — | — | 56,631(7) | 5,301,220 | 52,965 | 4,958,029 | | K.B. Rose | — | — | — | — | — | 53,674(8) | 5,024,411 | 51,623 | 4,832,435 | | K.L. Johnson | — | — | — | — | — | 34,942(9) | 3,270,964 | 46,094 | 4,314,852 |

  89. Outstanding Equity Awards at Fiscal Year-End

    (1) All options shown in the table have a maximum term for exercise of 10 years from the grant date. Under certain circumstances, the terms for exercise may be shorter, and, in certain circumstances, the options may be forfeited and cancelled. All awards shown in the table have restrictions on transferability. (2) The options shown in this column vested and became exercisable in 2020 or prior years (although under certain termination circumstances, the options may still be forfeited). Options became exercisable in one-third increments on the first, second and third anniversaries of the grant date. (3) Stock awards made to the NEOs in 2025 include: (a) long-term incentive awards under the PSP and (b) long-term time-vested awards under the ERSUP. Stock awards shown in the columns entitled Number of Shares or Units of Stock That Have Not Vested and Market Value of Shares or Units of Stock That Have Not Vested continue to have restrictions upon transferability. The number of shares or units shown is rounded to the nearest whole share, but the related value is based on the actual number of shares (including fractional shares), with aggregate value rounded to the nearest dollar. Amounts include PSP awards for the performance period that ended in December 2025 (PSP 23), shown at target. At its February 2026 meeting, the HRCC approved the following final payout levels for the NEOs for that performance period: Mr. Lance, 85,984 units; Mr. O’Brien 13,574 units; Mr. Bullock, 22,706 units; Mr. Olds, 21,112 units; Ms. Rose, 19,404 units; and Mr. Johnson, 13,636 units; see footnote (3) of the Summary Compensation Table. Under the PSP, stock awards are made in the form of restricted stock units (RSUs) or restricted stock, the former having been used in the most recent awards. The terms and conditions of both are substantially the same, requiring restriction on transferability until separation from employment, although for performance periods beginning after 2008 and before 2013, restrictions lapse five years from the anniversary of the grant date unless the employee has elected prior to the beginning of the performance period to defer the lapsing of such restrictions until separation from employment. For performance periods beginning after 2012, restrictions lapse three years after the grant, and awards settle in cash. Except in cases where the five-year provision applies, forfeiture is expected to occur if the separation is not the result of death, disability, layoff or retirement after the executive has reached the age of 55 with five years of service, or after a change in control, although the HRCC has the authority to waive forfeiture. Restricted stock awards have voting rights and pay dividends. RSU awards have no voting rights. RSUs granted under the PSP prior to 2018 pay dividend equivalents, but no dividend equivalents are paid or accrued until after the applicable performance period has ended. RSUs granted under the PSP in 2018 and later accrue dividend equivalents that, during the performance period, are reinvested in additional RSUs. Dividends or dividend equivalents are not paid at preferential rates, and dividend equivalents are credited at the same time and rate as dividends are paid on common stock. Restricted stock held by the NEOs prior to November 17, 2001, was converted to RSUs prior to the completion of the merger of Conoco Inc. and Phillips Petroleum Company, with the original restrictions still in place. Awards for ongoing performance periods under PSP 24 (January 2024 – December 2026) and PSP 25 (January 2025 – December 2027) are shown at target levels in the columns entitled Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested and Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested. There is no assurance that these awards will be granted at, below or above target after the end of the relevant performance periods, as the determination of whether to make an actual grant and the amount of any actual grant for NEOs is within the discretion of the HRCC. Amounts also include ERSUP awards granted in February 2023, 2024 and 2025. Under the ERSUP, stock awards are made in the form of RSUs. The terms and conditions of those units restrict transferability until the third anniversary of the grant date. Forfeiture is expected to occur at separation from service prior to such anniversary if the separation is not the result of death, disability, layoff or retirement after the executive has reached the age of 55 with five years of service, or after a change in control, although the HRCC has the authority to waive forfeiture. Upon lapse of restrictions, settlement is made in stock. RSU awards have no voting rights. Dividend equivalents, if any, on RSUs are reinvested in additional RSUs. Dividend equivalents are credited at the same time and rate as dividends are paid on common stock. Awards under the ERSUP are shown in the columns entitled Number of Shares or Units of Stock That Have Not Vested. Amounts also include restricted stock and RSU awards granted with respect to prior periods. The plans and programs under which such grants were made provide that awards made in the form of restricted stock and RSUs be held in such form until the recipient retires (with respect to awards made before 2009) or the earlier of eight years or retirement (with respect to awards made from 2009 through 2012), with the possible election to hold until retirement or three years (with regard to awards made in 2013 or later), with payouts for the last to be made in cash (unless voluntarily deferred to an account in the KEDCP). If such awards immediately vested upon completion of the relevant performance period as is more typical for restricted stock and RSU programs, the amounts reflected in this column would be zero for awards made in years prior to 2012. (4) Includes 6,780 restricted shares for LTIP X — PSP I initial payout, for which restrictions lapse at retirement; 106,204 RSUs related to grants for PSP I final payout — PSP VI, for which restrictions lapse following separation from service; 71,789 RSUs for PSP VIII and PSP VIII Tail (Mr. Lance elected to defer lapsing of restrictions for PSP VIII and PSP VIII Tail until separation from service); 48,990 RSUs related to the ERSUP grant in 2023, for which restrictions lapse three years from the grant date and that will be settled in shares; 50,073 RSUs related to the ERSUP grant in 2024, for which restrictions lapse three years from the grant date and that will be settled in shares; 57,167 RSUs related to the ERSUP grant in 2025, for which restrictions lapse three years from the grant date and that will be settled in shares; and 94,488 RSUs related to grants for the PSP 23 target award. The actual payouts with regard to the targets for PSP 23 were approved by the HRCC at its February 2026 meeting, and, pursuant to that decision, Mr. Lance received a payout of 85,984 units. Restrictions on the PSP 23 award lapsed on February 10, 2026, and the award settled in cash, although the employee may have elected, prior to the beginning of the performance period, to have some or all of the settlement deferred into the KEDCP. For certain awards, Mr. Lance has voluntarily elected to defer the lapsing of restrictions until separation from service, and those awards continue to appear in the table. Subsequent elections may also defer final payout of these awards. (5)

  90. Outstanding Equity Awards at Fiscal Year-End

    Includes 4,010 RSUs related to the ERSUP grant in 2023, for which restrictions lapse three years from the grant date and that will be settled in shares; 7,597 RSUs related to the ERSUP grant in 2024, for which restrictions lapse three years from the grant date and that will be settled in shares; 8,257 RSUs related to the ERSUP grant in 2025, for which restrictions lapse three years from the grant date and that will be settled in shares; and 14,917 RSUs related to grants for the PSP 23 target award. The actual payouts with regard to the targets for the PSP 23 award were approved by the HRCC at its February 2026 meeting, and, pursuant to that decision, Mr. O’Brien received a payout of 13,574 units. Restrictions on the PSP 23 award lapsed on February 10, 2026, and the award settled in cash, although the employee may have elected, prior to the beginning of the performance period, to have some or all of the settlement deferred into the KEDCP. Subsequent elections may also defer final payout of these awards. (6) Includes 24,356 RSUs related to grants for PSP I final payout — PSP VI, for which restrictions lapsed in 2026 following separation from service; 12,402 RSUs related to the ERSUP grant in 2023 that became vested in 2026 after retirement and that will be settled in shares; 14,295 RSUs related to the ERSUP grant in 2024 that became vested in 2026 after retirement and that will be settled in shares; 16,857 RSUs related to the ERSUP grant in 2025 that became vested in 2026 after retirement and that will be settled in shares; and 24,952 RSUs related to grants for the PSP 23 target award (as adjusted for proportionate vesting in accordance with award terms). The actual payouts with regard to the targets for the PSP 23 award were approved by the HRCC at its February 2026 meeting, and, pursuant to that decision, Mr. Bullock received a payout of 22,706 units. Restrictions on the PSP 23 award lapsed on February 10, 2026, and the award settled in cash, although the employee may have elected, prior to the beginning of the performance period, to have some or all of the settlement deferred into the KEDCP. Subsequent elections may also defer final payout of these awards. (7) Includes 8,565 RSUs related to the ERSUP grant in 2023, for which restrictions lapse three years from the grant date and that will be settled in shares; 11,916 RSUs related to the ERSUP grant in 2024, for which restrictions lapse three years from the grant date and that will be settled in shares; 12,950 RSUs related to the ERSUP grant in 2025, for which restrictions lapse three years from the grant date and that will be settled in shares; and 23,199 RSUs related to grants for the PSP 23 target award. The actual payouts with regard to the targets for PSP 23 were approved by the HRCC at its February 2026 meeting, and, pursuant to that decision, Mr. Olds received 21,112 units. Restrictions on the PSP 23 award lapsed on February 10, 2026, and the award settled in cash, although the employee may have elected, prior to the beginning of the performance period, to have some or all of the settlement deferred into the KEDCP. Subsequent elections may also defer final payout of these awards. (8) Includes 10,051 RSUs related to the ERSUP grant in 2023, for which restrictions lapse three years from the grant date and that will be settled in shares; 10,685 RSUs related to the ERSUP grant in 2024, for which restrictions lapse three years from the grant date and that will be settled in shares; 11,615 RSUs related to the ERSUP grant in 2025, for which restrictions lapse three years from the grant date and that will be settled in shares; and 21,323 RSUs related to grants for the PSP 23 target award. The actual payouts with regard to the targets for the PSP 23 award were approved by the HRCC at its February 2026 meeting, and, pursuant to that decision, Ms. Rose received a payout of 19,404 units. Restrictions on the PSP 23 award lapsed on February 10, 2026, and the award settled in cash, although the employee may have elected, prior to the beginning of the performance period, to have some or all of the settlement deferred into the KEDCP. Subsequent elections may also defer final payout of these awards. (9) Includes 4,103 RSUs related to the ERSUP grant in 2023, for which restrictions lapse three years from the grant date and that will be settled in shares; 7,597 RSUs related to the ERSUP grant in 2024, for which restrictions lapse three years from the grant date and that will be settled in shares; 8,257 RSUs related to the ERSUP grant in 2025, for which restrictions lapse three years from the grant date and that will be settled in shares; and 14,985 RSUs related to grants for the PSP 23 target award. The actual payouts with regard to the targets for PSP 23 were approved by the HRCC at its February 2026 meeting, and, pursuant to that decision, Mr. Johnson received 13,636 units. Restrictions on the PSP 23 award lapsed on February 10, 2026, and the award settled in cash, although the employee may have elected, prior to the beginning of the performance period, to have some or all of the settlement deferred into the KEDCP. Subsequent elections may also defer final payout of these awards. Reflects potential RSU awards under ongoing performance periods for the PSP for the performance periods beginning January 2024 (Mr. Lance, 96,596 target units; Mr. O’Brien, 18,382 target units; Mr. Bullock, 18,384 target units; Mr. Olds, 22,986 target units; Ms. Rose, 24,737 target units; and Mr. Johnson, 18,382 target units) and January 2025 (Mr. Lance, 110,282 target units; Mr. O’Brien, 27,712 target units; Mr. Bullock, 7,227 target units; Mr. Olds, 29,979 target units; Ms. Rose, 26,886 target units; and Mr. Johnson, 27,712 target units). For Mr. Bullock, these amounts reflect the forfeiture of a portion of his awards due to his retirement before the end of the respective performance periods. See footnote (7) to the Summary Compensation Table on page 95. There is no assurance that these awards will be granted at, below or above target after the end of the relevant performance periods because determination of whether to make an actual grant to, and the amount of any actual grant for, NEOs is within the discretion of the HRCC.

  91. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The Option Exercises and Stock Vested table is used to show equity awards measured in ConocoPhillips stock where there was an option exercised by, or a stock award that vested to, an NEO during 2025.

  92. Option Exercises and Stock Vested

    | | Option Awards(1) | | Stock Awards(1) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized upon Exercise | Number of Shares Acquired on Vesting (#) | Value Realized Upon Vesting | | R.M. Lance | 819,900 | $48,681,563 | 189,962(2) | $19,053,769 | | A.M. O’Brien | — | — | 16,044(3) | 1,614,953 | | W.L. Bullock, Jr. (retired) | — | — | 57,998(2) | 5,822,707 | | N.G. Olds | — | — | 38,609(2) | 3,876,565 | | K.B. Rose | — | — | 42,965(2) | 4,311,994 | | K.L. Johnson | — | — | 18,136(3) | 1,825,017 |

  93. Option Exercises and Stock Vested

    (1) The number of shares or units shown is rounded to the nearest whole share, but the related value is based on the actual number of shares (including fractional shares), with aggregate value rounded to the nearest dollar. (2) Includes RSUs for the ERSUP award granted in 2022 and for PSP 22, for which restrictions lapsed following the third anniversary of the grant date. PSP 22 settled in cash, although the employee may have elected prior to the beginning of the performance period to have some or all of the settlement deferred into the KEDCP. Includes RSUs for the ERSUP award granted in 2025 for which restrictions were lapsed in order to satisfy required tax withholding. (3) Includes RSUs for the ERSUP award granted in 2022 and for PSP 22, for which restrictions lapsed following the third anniversary of the grant date. PSP 22 settled in cash, although the employee may have elected prior to the beginning of the performance period to have some or all of the settlement deferred into the KEDCP.

  94. Pension Benefits

    Pension Benefits Our defined benefit pension plan for U.S.-based employees is the ConocoPhillips Retirement Plan (“CPRP”). The CPRP is intended to be tax-qualified under section 401(a) of the Internal Revenue Code. Our NEOs also participate in the nonqualified ConocoPhillips Key Employee Supplemental Retirement Plan (“KESRP”). The CPRP consists of multiple titles with different terms, each corresponding to a different pension formula. NEOs are only eligible to participate in one title at any time but may have frozen benefits under one or more other titles. Benefits are identified by title in the table below, and all NEOs are vested in their benefits under the CPRP. Each title allows for payment in the form of several annuity types or may provide for payment in a single lump sum, but all of the options are considered actuarially equivalent. The CPRP is closed to additional benefit accruals for new hires and rehires who instead are eligible for an additional contribution under the ConocoPhillips Savings Plan and a related make-up plan. Normal retirement for all of the CPRP titles is defined as the later of age 65 or the employment termination date, but participants in Title II may receive their vested benefits upon termination of employment at any age. Under Title I, early retirement can occur at age 55 with five years of service. Under Title IV, early retirement can occur at age 50 with 10 years of service. Under Title I, early retirement benefits are unreduced for benefits that commence at or after age 60 but are reduced by 5% per year (prorated by month) for each year before age 60 that benefits are paid. Under Title IV, early retirement benefits are unreduced for benefits that commence at or after age 60, but are reduced by 5% per year (prorated by month) for each year from age 50 to age 57 that benefits are paid before age 60 and 4% per year (prorated by month) for each year from age 57 that benefits are paid before age 60. Mr. Bullock retired during 2025 under the early retirement provisions of Title IV, and Messrs. Lance and Olds were eligible for early retirement at the end of 2025 under the terms of Title I or Title IV, as applicable. The annual pension benefit under Title I and Title IV is an amount payable in the form of a single life annuity beginning at normal or early retirement equal to 1.6% multiplied by the participant’s pension compensation multiplied by years of credited service, minus a Social Security benefit offset equal to 1.5% multiplied by the participant’s annual primary Social Security benefit multiplied by years of credited service. For Title I, pension compensation is calculated using the three highest consecutive years in the last 10 years before retirement. For Title IV, pension compensation is calculated using the higher of the highest consecutive 36 months of compensation or the highest nonconsecutive three years of compensation. Eligible pension compensation is limited to the annual maximum permitted under the Internal Revenue Code and generally includes salary and annual incentive compensation and other items (such as overtime) that are not applicable to or are not material for our NEOs. Under Title I, if an executive receives layoff benefits, eligible pension compensation includes annualized salary for the year of layoff, rather than actual salary, and years of credited service are increased by the layoff benefit period. Pension benefits under Title II are based on monthly pay and interest credits to a notional cash balance account. Pay credits are equal to a percentage of eligible pension compensation as described above. Participants whose combined age and years of service total less than 44 receive a 6% pay credit, those whose combined age and years of service total 44 through 65 receive a 7% pay credit, and those whose combined age and years of service total 66 or more receive a 9% pay credit. Mr. O’Brien began participating in Title II of CPRP when he transferred to the U.S. payroll effective July 1, 2013. Previously while he was on the U.K. payroll, he participated in the ConocoPhillips Pension Plan (the “U.K. Plan”). The U.K. Plan is a U.K. registered plan with His Majesty’s Revenue and Customs. Mr. O’Brien has a deferred, vested benefit under the noncontributory portion of the U.K. Plan. Under applicable provisions of the U.K. Plan, a member is entitled to receive full benefits upon attainment of normal pension age (60 in the case of Mr. O’Brien) subsequent to termination. Early retirement may occur after reaching age 55 (increasing to age 57 from April 6, 2028 under U.K. legislation). Early retirement benefits are actuarially reduced for each month taken before age 60 and actuarially increased for each month that payment is deferred between age 60 and 65. In general, annual pension benefits under the U.K. Plan are calculated as the product of 1.75% of final pensionable salary multiplied by years of credited service, but, prior to July 1, 2016, a member could elect under the U.K. Flexible Benefits plan to modify the standard 1.75% accrual rate in increments of 0.25% to a maximum accrual rate of 2.5%. Mr. O’Brien elected to increase his accrual rate for several years while an active member, which increased his annual pension benefit by £7,934 to a total annual benefit of £35,869. The table shows the present value of the total annual pension benefit under the U.K. Plan. Final pensionable salary is generally basic annual salary plus pensionable allowances earned in the 12 months before active membership in the U.K. Plan ends. The U.K. Plan allows participants to choose between taking a full annuity or a reduced annuity plus a lump sum allowance of up to 25% of the value of the benefit (capped at the greater of £268,275 or 25% of the protected lifetime allowance (as applicable) in effect when the allowance was prospectively eliminated in 2023). Both choices are actuarially equivalent. The KESRP is designed to replace benefits that would otherwise not be received due to certain voluntary reductions of compensation under the Key Employee Deferred Compensation Plan of ConocoPhillips (“KEDCP”) and to limitations contained in the Internal Revenue Code that apply to the CPRP. The KESRP determines a benefit without regard to such limits and then reduces that benefit by the amount of benefit payable from the CPRP. Thus, in operation the combined benefits payable from the related plans for an eligible employee equal the benefit that would have been paid if there had been no KEDCP deferrals or limitations imposed by the Internal Revenue Code. For participants in Title I of the CPRP, the KESRP pension compensation is calculated using the three highest annual amounts for salary and VCIP in the last 10 calendar years before retirement plus the year of retirement. Applicable pension compensation for participants in Title II and Title IV of the CPRP is calculated on the same basis as for the CPRP. Benefits under the KESRP are generally paid in a single lump sum at the later of age 55 or six months after separation from service. When payment is made, interest at then-current six-month Treasury-bill rates will be credited on any delayed benefits. Distribution may also be made upon a determination of death or disability. Each of the NEOs who are eligible for benefits in the KESRP is vested. Benefits due under the KESRP are paid from ConocoPhillips’ general assets, although we also maintain grantor trusts that may be used to pay such benefits. The trusts and the funds held in them are assets of ConocoPhillips. In the event of bankruptcy or insolvency of the company, trust assets would be held for the benefit of the company’s general creditors, and participants would be unsecured general creditors.

  95. Pension Benefits

    Except where otherwise noted, assumptions used in calculating the present value of accumulated benefits in the table are found in Note 14 in the Notes to Consolidated Financial Statements in ConocoPhillips’ 2025 Annual Report on Form 10-K.

  96. Pension Benefits

    | Name | Plan Name | Number or Years of Accumulated Benefit | Present Value of Accumulated Benefit | Payments During Last Fiscal Year | | R.M. Lance(1) | Title I — ConocoPhillips Retirement Plan | 42 | $2,202,418 | $— | | | ConocoPhillips Key Employee Supplemental Retirement Plan | 42 | 51,580,596 | — | | A.M. O’Brien(2) | Title II — ConocoPhillips Retirement Plan | 28 | 332,021 | — | | | ConocoPhillips Key Employee Supplemental Retirement Plan | 28 | 434,262 | — | | | ConocoPhillips UK Pension Plan | 15 | 960,859 | — | | W.L. Bullock, Jr. (retired)(3) | Title IV — ConocoPhillips Retirement Plan | 39 | — | 2,538,170 | | | ConocoPhillips Key Employee Supplemental Retirement Plan | 39 | 18,058,296 | 109,380 | | N. G. Olds | Title IV — ConocoPhillips Retirement Plan | 33 | 1,719,055 | — | | | ConocoPhillips Key Employee Supplemental Retirement Plan | 33 | 9,005,301 | — | | K.B. Rose(4) | Title II — ConocoPhillips Retirement Plan | 7 | 196,978 | — | | | ConocoPhillips Key Employee Supplemental Retirement Plan | 7 | 864,405 | — | | K.L. Johnson(5) | Title II — ConocoPhillips Retirement Plan | 17 | 398,661 | — | | | ConocoPhillips Key Employee Supplemental Retirement Plan | 17 | 485,999 | — |

  97. Pension Benefits

    (1) Mr. Lance was previously an employee of ARCO Alaska, which was acquired by Phillips Petroleum Company in 2000. Mr. Lance’s Title I benefit is calculated by including his 16 years of service with ARCO but then reducing the resulting benefit by amounts payable by the BP Retirement Accumulation Plan which remains liable for his benefits accumulated while working for ARCO Alaska. This benefit including ARCO service and the offset is payable because it exceeds the pension otherwise payable taking into account only ConocoPhillips service (and without the BP Retirement Accumulation Plan offset). (2) Mr. O’Brien became an employee of ConocoPhillips on October 13, 1997. Under Title II and related provisions in the KESRP, Mr. O’Brien received pay credits equal to 9% of his pension compensation in 2025 because his combined age and years of service exceed 65. (3) Mr. Bullock took a lump sum distribution of his Title IV benefit after his retirement in 2025. He also received a partial lump sum distribution under the KESRP to satisfy required tax withholding. The remainder of his KESRP benefit (including accrued interest) was distributed in a lump sum in March 2026. (4) Ms. Rose became an employee of ConocoPhillips on September 4, 2018. Under Title II and related provisions in the KESRP, Ms. Rose received pay credits equal to 9% of her pension compensation in 2025 because her combined age and years of service exceed 65. (5) Mr. Johnson became an employee of ConocoPhillips on October 6, 2008. Under Title II and related provisions in the KESRP, Mr. Johnson received pay credits equal to 9% of his pension compensation in 2025 because his combined age and years of service exceed 65.

  98. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our NEOs participate in two nonqualified deferred compensation plans, the Key Employee Deferred Compensation Plan of ConocoPhillips (“KEDCP”) and the Defined Contribution Make-Up Plan of ConocoPhillips (“DCMP”). The KEDCP permits participants to defer up to 50% of base salary, 100% of VCIP and 100% of cash-settled PSP awards for performance periods ending in 2015 or later. Each of the NEOs is eligible to participate in, and is fully vested in, the KEDCP. Under the KEDCP, participants may elect for payment of deferred amounts to begin one(a) to five years after separation from service or on a specified date.(b) Payments may be received in a single lump sum payment or in annual, semiannual or quarterly installment payments over a period of one to 15 years. The DCMP is a nonqualified restoration plan under which ConocoPhillips makes certain employer contributions that cannot be made in the qualified ConocoPhillips Savings Plan (“CPSP”), a defined contribution 401(k) plan, due to certain voluntary reductions of compensation under the KEDCP or due to compensation limitations imposed by the Internal Revenue Code. Employees make no contributions to the DCMP, and each of the NEOs is fully vested in the DCMP. Under the DCMP, participants may elect for payment of deferred amounts to begin one(a) to five years after separation from service. Payments may be received in a single lump sum payment or in annual, semiannual or quarterly payments over a period of one to 15 years. Each participant directs the investment of the notional accounts representing deferrals under KEDCP and DCMP among available notional investment options. Participants may make changes in the notional investments at any time. (a) Different distribution rules applied to amounts deferred and vested prior to 2005. For these amounts payment could begin as early as immediately following separation from service, and certain changes to distribution elections are permitted. For amounts deferred under an election made prior to 2020, payments could begin as early as six months following separation from service. A date certain payment election is not permitted for salary earned before 2015. Because each participant chooses the notional investment fund for deferred amounts and may change allocations, the return will depend on how well each notional fund performs during the period the participant chose it as an investment option. The aggregate performance of such notional investments is reflected in the Nonqualified Deferred Compensation Table under the column Aggregate Earnings in Last Fiscal Year. Benefits due under each of the plans discussed above are paid from ConocoPhillips’ general assets, although we also maintain grantor trusts that may be used to pay benefits under the plans. The trusts and the funds held in them are assets of ConocoPhillips. In the event of bankruptcy or insolvency of the company, trust assets would be held for the benefit of the company’s general creditors, and participants would be unsecured general creditors.

  99. Nonqualified Deferred Compensation

    | | Applicable Plan(1) | Beginning Balance | Executive Contributions in Last FY(2) | Registrant Contributions in Last FY(3) | Aggregate Earnings in Last FY(4) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE(5) | | R.M. Lance | DCMP | $3,596,796 | $— | $130,500 | $76,469 | $— | $3,803,765 | | | KEDCP | 13,526,379 | — | — | 813,392 | — | 14,339,771 | | A.M. O’Brien | DCMP | 184,110 | — | 45,634 | 33,919 | — | 263,663 | | | KEDCP | 3,386,358 | — | — | 610,335 | — | 3,996,693 | | W.L. Bullock, Jr. (retired) | DCMP | 767,175 | — | 37,168 | 18,590 | — | 822,933 | | | KEDCP | 331,804 | — | — | 8,106 | — | 339,910 | | N. G. Olds | DCMP | 321,840 | — | 58,168 | 13,248 | — | 393,256 | | | KEDCP | 274,126 | — | — | 6,697 | — | 280,823 | | K.B. Rose | DCMP | 358,532 | — | 54,179 | 30,793 | — | 443,504 | | | KEDCP | 150,265 | 142,798 | — | 50,465 | — | 343,528 | | K.L. Johnson | DCMP | 146,508 | — | 45,634 | 3,753 | — | 195,895 | | | KEDCP | — | — | — | — | — | — |

  100. Nonqualified Deferred Compensation

    (1) A variety of notional investments are available to participants in the KEDCP and DCMP. As of December 31, 2025, the Chief Financial Officer of ConocoPhillips (as designated by plan terms) had selected 83 notional investment options, some of which mirrored funds available under ConocoPhillips’ primary tax-qualified 401(k) defined contribution plan for employees and some which mirrored other publicly available mutual fund options. As market-based investments, none of these notional investments provides above-market returns. (2) Reflects any deferrals by the NEO under the KEDCP in 2025. Any amounts shown are included in the Salary and/or Non-Equity Incentive Plan Compensation columns of the Summary Compensation Table on page 93 for 2025. (3) Reflects contributions by ConocoPhillips under the DCMP relating to eligible compensation earned in 2025 (included in the All Other Compensation column of the Summary Compensation Table on page 93 for 2025). Of the amount shown, the following amounts were contributed in January 2026, relating to company contributions under the DCMP for 2025 service: for Mr. Lance, $27,000; for Mr. O’Brien, $14,008; for Mr. Bullock, $5,798; for Mr. Olds, $15,076; for Ms. Rose, $14,280; and for Mr. Johnson, $14,008. (4) None of these earnings are included in the Summary Compensation Table for 2025. Aggregate earnings reflect the net impact of market-based notional investment gains and losses and, consequently, may be a negative amount. Reflects contributions by our NEOs, contributions by ConocoPhillips and earnings on balances prior to 2025; plus, contributions by our NEOs, contributions by ConocoPhillips and earnings for 2025; less any distributions (shown in the appropriate columns of this table, with amounts that are included in the Summary Compensation Table for 2025 shown in footnotes (2) and (3) above). This also includes contributions by ConocoPhillips made in January 2026, allocated to 2025 (see footnote (3) above). Of the amounts reported in the aggregate balance at last fiscal year-end, the following aggregate amounts were previously reported as compensation to the NEOs in the Summary Compensation Table for prior years: for Mr. Lance, $10,044,381; for Mr. O’Brien $168,767; for Mr. Bullock, $357,212; for Mr. Olds, $168,947; for Ms. Rose, $475,092; and for Mr. Johnson, $0.

  101. Executive Severance and Changes in Control

    | Executive Benefits and Payments Upon Termination | Involuntary Not-for-Cause Termination (Not CIC) | Involuntary Not-for-Cause or Good Reason Termination (CIC) | Death | Disability | | R.M. Lance* | | | | | | Base Salary | $3,600,000 | $5,400,000 | $— | $— | | Short-term Incentive | 6,120,000 | 10,928,239 | — | — | | Variable Cash Incentive Program | — | — | — | — | | PSP January 2023 – December 2025 (performance period) | — | 796,077 | — | — | | PSP January 2024 – December 2026 (performance period) | — | 3,014,110 | — | — | | PSP January 2025 – December 2027 (performance period) | — | 6,882,332 | — | — | | ERSUP | — | — | — | — | | Incremental Retirement | — | — | — | — | | Post-employment Health and Welfare | 116,599 | 174,899 | — | — | | Life Insurance | — | — | 3,600,000 | — | | | $9,836,599 | $27,195,657 | $3,600,000 | $— |

  102. Executive Severance and Changes in Control

    | Executive Benefits and Payments Upon Termination | Involuntary Not-for-Cause Termination (Not CIC) | Involuntary Not-for-Cause or Good Reason Termination (CIC) | Death | Disability | | A.M. O’Brien* | | | | | | Base Salary | $1,867,728 | $2,801,592 | $— | $— | | Short-term Incentive | 1,867,728 | 2,801,592 | — | — | | Variable Cash Incentive Program | 796,335 | 796,335 | 796,335 | 796,335 | | PSP January 2023 – December 2025 (performance period) | 1,270,662 | 1,396,345 | 1,270,662 | 1,270,662 | | PSP January 2024 – December 2026 (performance period) | 1,147,164 | 1,720,745 | 1,147,164 | 1,147,164 | | PSP January 2025 – December 2027 (performance period) | 864,702 | 2,594,107 | 864,702 | 864,702 | | ERSUP | 1,795,048 | 1,859,459 | 1,795,048 | 1,795,048 | | Incremental Retirement | 302,601 | 447,645 | — | — | | Post-employment Health and Welfare | 79,834 | 119,751 | — | — | | Life Insurance | — | — | 1,867,800 | — | | | $9,991,802 | $14,537,571 | $7,741,711 | $5,873,911 |

  103. Executive Severance and Changes in Control

    | Executive Benefits and Payments Upon Termination | Involuntary Not-for-Cause Termination (Not CIC) | Involuntary Not-for-Cause or Good Reason Termination (CIC) | Death | Disability | | N.G. Olds* | | | | | | Base Salary | $2,010,096 | $3,015,144 | $— | $— | | Short-term Incentive | 2,010,096 | 3,270,941 | — | — | | Variable Cash Incentive Program | — | — | — | — | | PSP January 2023 – December 2025 (performance period) | — | 195,407 | — | — | | PSP January 2024 – December 2026 (performance period) | — | 717,230 | — | — | | PSP January 2025 – December 2027 (performance period) | — | 1,870,894 | — | — | | ERSUP | — | — | — | — | | Incremental Retirement | 945,539 | 1,009,122 | — | — | | Post-employment Health and Welfare | 65,065 | 97,597 | — | — | | Life Insurance | — | — | 2,010,100 | — | | | $5,030,796 | $10,176,335 | $2,010,100 | $— |

  104. Executive Severance and Changes in Control

    | Executive Benefits and Payments Upon Termination | Involuntary Not-for-Cause Termination (Not CIC) | Involuntary Not-for-Cause or Good Reason Termination (CIC) | Death | Disability | | K.B. Rose* | | | | | | Base Salary | $1,903,968 | $2,855,952 | $— | $— | | Short-term Incentive | 1,808,770 | 3,382,803 | — | — | | Variable Cash Incentive Program | — | — | — | — | | PSP January 2023 – December 2025 (performance period) | — | 179,640 | — | — | | PSP January 2024 – December 2026 (performance period) | — | 771,880 | — | — | | PSP January 2025 – December 2027 (performance period) | — | 1,677,863 | — | — | | ERSUP | — | — | — | — | | Incremental Retirement | 311,843 | 455,443 | — | — | | Post-employment Health and Welfare | 97,702 | 146,553 | — | — | | Life Insurance | — | — | 1,904,000 | — | | | $4,122,283 | $9,470,134 | $1,904,000 | $— |

  105. Executive Severance and Changes in Control

    | Executive Benefits and Payments Upon Termination | Involuntary Not-for-Cause Termination (Not CIC) | Involuntary Not-for-Cause or Good Reason Termination (CIC) | Death | Disability | | K.L. Johnson* | | | | | | Base Salary | $1,867,728 | $2,801,592 | $— | $— | | Short-term Incentive | 1,867,728 | 2,801,592 | — | — | | Variable Cash Incentive Program | 796,335 | 796,335 | 796,335 | 796,335 | | PSP January 2023 – December 2025 (performance period) | 1,276,466 | 1,402,738 | 1,276,466 | 1,276,466 | | PSP January 2024 – December 2026 (performance period) | 1,147,164 | 1,720,745 | 1,147,164 | 1,147,164 | | PSP January 2025 – December 2027 (performance period) | 864,702 | 2,594,107 | 864,702 | 864,702 | | ERSUP | 1,803,816 | 1,868,227 | 1,803,816 | 1,803,816 | | Incremental Retirement | 301,532 | 446,045 | — | — | | Post-employment Health and Welfare | 79,834 | 119,751 | — | — | | Life Insurance | — | — | 1,867,800 | — | | | $10,005,305 | $14,551,132 | $7,756,283 | $5,888,483 |

  106. Executive Severance and Changes in Control

    | Year | SCT Total(1) for CEO(2) | Compensation Actually Paid(3) to CEO(2) | Average SCT Total(1) for Non- CEO NEOs(4) | Average Compensation Actually Paid(3) to Non-CEO NEOs(4) | Value of initial fixed $100 investment based on: | | Net Income / (Loss) (Millions of Dollars) | CSM: 1-Year Absolute Adjusted ROCE(7) | | | | | | | Company TSR(5) | Peer Group TSR(6) | | | | 2025 | $23,450,085 | $22,778,058 | $6,994,230 | $5,595,170 | $279.04 | $285.59 | $7,988 | 10.0% | | 2024 | 23,116,284 | 12,303,427 | 7,806,425 | 5,028,663 | 285.61 | 260.85 | 9,245 | 14.9 | | 2023 | 20,770,673 | 35,636,692 | 6,971,974 | 9,288,633 | 325.04 | 250.57 | 10,957 | 19.2 | | 2022 | 19,972,339 | 74,688,355 | 6,133,798 | 14,617,414 | 317.26 | 273.91 | 18,680 | 30.8 | | 2021 | 23,886,640 | 59,903,247 | 7,379,438 | 12,790,641 | 185.98 | 159.24 | 8,079 | 16.3 |

  107. Compensation Actually Paid vs. Company and Peer TSR

    Compensation Actually Paid vs. Company and Peer TSR For purposes of this chart, company TSR and peer TSR are calculated as described in footnotes (5) and (6) on page 111.

  108. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  109. Compensation Actually Paid Vs. 1-Year Absolute Adjusted ROCE

    Compensation Actually Paid Vs. 1-Year Absolute Adjusted ROCE Note: As discussed under “Components of Executive Compensation — Performance-Based Pay Programs” on page 72, the HRCC evaluates performance for purposes of PSP payouts using relative TSR and relative/absolute Adjusted ROCE measured over a three-year performance period because a multiyear performance period helps to focus management on longer-term results. Performance-based equity grants under the PSP are the largest individual component of target compensation for the NEOs (see “Majority of Executive Compensation is Performance Based” on page 71). One-year absolute Adjusted ROCE is used for purposes of evaluating VCIP payouts for 2025 (see “Process for Determining Executive Compensation — Financial (VCIP and PSP)” on page 78) and was selected for comparison because it complies with SEC guidance indicating that multiyear performance measures and measures that cross fiscal years should not be used in the Tabular List of Performance Measures or as the company-selected measure in the Pay Versus Performance Table. For purposes of this chart, absolute Adjusted ROCE is calculated as described in footnote (7) on page 111.