DEF 14A of Exxon Mobil Corp
Filed Apr 7, 20250001193125-25-073986
BOARD OF DIRECTORS
BOARD OF DIRECTORS
Item 1 – Election of Directors
Item 1 – Election of Directors Our Board of Directors has general oversight responsibility for ExxonMobil’s affairs pursuant to New Jersey’s General Corporation Law and ExxonMobil’s Restated Certificate of Incorporation and by-laws. In exercising its fiduciary duties, the Board represents and acts on behalf of ExxonMobil’s shareholders and is committed to strong corporate governance, as reflected through its policies and practices. The Board of Directors has nominated the director candidates named on the following pages. All of our nominees currently serve as ExxonMobil directors. All director nominees have stated they are willing to serve if elected and have consented to be named in this proxy statement. If a nominee becomes unavailable before the election, your proxy authorizes the people named as proxies to vote for a replacement nominee if the Board names one. In any event, the Board size at the time of the meeting will equal the number of nominees nominated by the Board, and there will be no vacancy at the time of the meeting.
Item 1 – Election of Directors
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Item 1 – Election of Directors
The Board unanimously recommends you vote FOR each of the following candidates:
Item 1 – Election of Directors
| Michael J. Angelakis | | | | Independent director Director since 2021 Age 60 Committees: Audit; Executive; Finance (Chair) | | Expertise provided to the Board: Mr. Angelakis’ financial experience, highlighted by his executive leadership position (CFO) transforming Comcast while navigating the financial crisis of 2008, helps the Board to better understand financial risk and opportunities facing ExxonMobil. In addition to his extensive business career, Mr. Angelakis’ experience as Chairman of the Federal Reserve Bank of Philadelphia and Chairman and CEO of Atairos Group provides vital perspectives to the challenges ExxonMobil faces related to policy and financial risk. Qualifications: Atairos Group • Chairman & CEO (2015 to present) Comcast Corporation • Vice Chairman & CFO (2011 to 2015) • Executive Vice President & CFO (2007 to 2011) Providence Equity Partners • Managing Director and member of the Management and Investment Committees (1999 to 2007) Current public company directorships: American Express Company (March 2025 to present) Lucky Strike Entertainment Corporation (formerly Bowlero Corporation) (December 2021 to present; Chair of the Nominating and Corporate Governance Committee) Clarivate Plc (December 2021 to May 2025; Mr. Angelakis withdrew from consideration for re-election to the Clarivate board for Clarivate’s May 7, 2025 annual shareholder meeting) TriNet Group, Inc. (February 2017 to present; member of the Nominating and Corporate Governance and Compensation Committees) Previous public company directorships in last five years: Groupon, Inc. (April 2016 to May 2021) Hewlett Packard Enterprise Company (November 2015 to April 2020) Other board experience: Duke Energy Corporation (2015 to 2017) Chairman of the Federal Reserve Bank of Philadelphia (2016 to 2018) and Deputy Chairman and board member (2012 to 2016) Mr. Angelakis’ perspectives on the Finance Committee: On the Finance Committee, we’re especially focused on what capital discipline means for the Company. It doesn’t mean investing less, it means prioritizing the right projects, with low cost of supply and high returns. As a Board, we’re working to ensure that ExxonMobil has the strategy to deploy capital to deliver leading performance and shareholder value. | | Attributes and Skills: | | | | | Financial expertise and portfolio management | | | | Public policy / regulatory experience | | | | Risk management / investment stewardship experience | | | | Public company board governance experience | | | | Operation experience in capital-intensive industry | | | | Global business experience | |
Item 1 – Election of Directors
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Item 1 – Election of Directors
| Angela F. Braly | | | | Independent director Director since 2016 Age 63 Committees: Compensation (Chair); Environment, Safety and Public Policy | | Expertise provided to the Board: Ms. Braly’s experience successfully leading WellPoint through the regulatory changes stemming from the Affordable Care Act helps the Board to better understand the risks and opportunities in industries that are challenged by government-led transformation. Her previous work in public policy and governance experience on the board of Procter & Gamble, a 100,000+ employee company, further helps the Board navigate public policy issues that arise at a global public company. Qualifications: WellPoint, Inc. (formerly known as Anthem, Inc. and now known as Elevance Health, Inc.) • Chair (2010 to 2012) • President, CEO (2007 to 2012) • Executive Vice President, General Counsel, and Chief Public Affairs Officer (2005 to 2007) Blue Cross Blue Shield of Missouri • CEO (2003 to 2005) Current public company directorships: Brookfield Asset Management Ltd. (March 2025 to present) Previous public company directorships in last five years: Brookfield Corporation (May 2015 to March 2025) The Procter & Gamble Company (December 2009 to June 2024) Lowe’s Companies, Inc. (November 2013 to July 2021) Business and public policy affiliations: Blue Cross Blue Shield Association (former Director); Business Council (former member); Business Roundtable (former member); Harvard Advisory Council on Health Care Policy (former member); Indiana Economic Development Corporation (former Director); and The Policy Circle (Co-Founder, Director, and Secretary) Ms. Braly’s perspectives on the Compensation Committee: The most important professional role that I’ve had is serving as the CEO of a large public company. When you’re CEO, you understand accountability and how compensation can drive the highest level of performance – and how that translates to shareholder value. ExxonMobil does that differently by rewarding both short- and very long-term performance, at the same time that we promote retention. | | Attributes and Skills: | | | | | Public policy / regulatory experience | | | | Public company board governance experience | | | | Current / former CEO of large public company | | | | Financial expertise and portfolio management | | | | Risk management / investment stewardship experience | |
Item 1 – Election of Directors
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Item 1 – Election of Directors
| Maria S. Dreyfus | | | | Independent director Director since 2024 Age 45 Committees: Audit (Chair); Compensation | | Expertise provided to the Board: Ms. Dreyfus’ investment and financial experience and her work in the energy transition, highlighted by her executive leadership (CEO and Founder) positions at Ardinall Investment Management, help the Board to better understand capital allocation and opportunities to grow shareholder value through sustainable investments critical to managing the energy transition. Ms. Dreyfus’ experience as a portfolio manager and Managing Director at Goldman Sachs provides vital perspectives on energy, industrials, transportation, and infrastructure investments across the capital structure. Qualifications: Ardinall Investment Management • Chief Executive Officer (2017 to present) Goldman Sachs Asset Management, L.P. • Managing Director, GS Investment Strategies, LLC (2002 to 2017) Current public company directorships: Cadiz Inc. (June 2023 to present) Previous public company directorships in last five years: Pioneer Natural Resources Company (September 2021 to May 2024) Nabors Energy Transition Corporation (June 2021 to November 2023) Macquarie Infrastructure Corporation (September 2018 to September 2022) Business and public policy affiliations: I-Pulse; Alsym (advisory board); Girls Inc. of New York City; Global Carbon Management Foundation; Columbia University’s Center on Global Energy Policy (advisory board); MIT Corporation Development Committee; and MIT Economics Department Visiting Committee Ms. Dreyfus’ perspectives on the Audit Committee: The global energy business is complex and constantly changing. The risks are often interconnected and can play out over a long period of time. The Audit Committee helps manage risks by working with ExxonMobil’s management and its independent auditors to ensure a strong system of controls and cybersecurity are in place at all times. | | Attributes and Skills: | | | | | Low carbon solutions technology and safety experience | | | | Public policy / regulatory experience | | | | Financial expertise and portfolio management | | | | Risk management / investment stewardship experience | |
Item 1 – Election of Directors
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Item 1 – Election of Directors
| John D. Harris II | | | | Independent director Director since 2023 Age 63 Committees: Audit; Compensation | | Expertise provided to the Board: Mr. Harris brings to the Board a global perspective, as well as strategic, functional, and operational skills with a focus on customer success. He is a committed innovator and leader with a deep understanding of business transformation. Mr. Harris’ CEO and functional experience includes competencies in talent management, culture development, and strategic planning. Qualifications: Raytheon Technologies Corporation (1983 to 2020) • CEO, Raytheon International, Inc. (2013 to 2020) • Mr. Harris held various leadership positions, including serving as General Manager of Raytheon’s Intelligence, Information and Services business; President of Raytheon Technical Services Company; Vice President of Operations and Contracts for Raytheon’s Electronic Systems business; Vice President of Contracts for Raytheon’s government and defense businesses; Vice President of Contracts and Supply Chain for Raytheon Company; and Vice President of Business Development for Raytheon Company. Current public company directorships: Flex Ltd. (November 2020 to present; Compensation & People Committee member) Cisco Systems, Inc. (June 2021 to present; member of Audit and Compensation & Management Development Committees) Kyndryl Holdings, Inc. (September 2021 to present; Nominating & Corporate Governance Committee member) Previous public company directorships in last five years: None Other affiliations: Redwood Library and Athenaeum (Board member); McLaren Racing (Advisory Team member) | | Attributes and Skills: | | | | | Public policy / regulatory experience | | | | Global business experience | | | | Operation experience in capital-intensive industry | | | | Relevant scientific / technology experience | | | | Risk management / investment stewardship experience | | | | Financial expertise and portfolio management | |
Item 1 – Election of Directors
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Item 1 – Election of Directors
| Kaisa H. Hietala | | | | Independent director Director since 2021 Age 54 Committees: Audit; Finance | | Expertise provided to the Board: Ms. Hietala brings a breadth of industry experience, having led the transformation of an oil and gas company into one of the world’s largest producers of renewable diesel. In addition to her vast industry experience, Ms. Hietala’s academic background in geophysics helps the Board to better understand both the risks and opportunities ExxonMobil faces in its low carbon solutions technologies. Qualifications: Neste Corporation • Executive Vice President of Renewable Products and member of the Executive Committee (2014 to 2019) • Over her 20-year career at Neste Corporation, Ms. Hietala served in various roles, from exploration and production and crude trading to leading the strategic review that resulted in the Renewable Products segment. Current public company directorships: Rio Tinto Group (March 2023 to present; member of the Audit, Nominations, and Sustainability Committees) SmurfitWestrock Plc (July 2024 to present; Senior Independent Director; Chair of the Sustainability Committee; member of the Nomination Committee) Previous public company directorships in last five years: Kemira Oyj (March 2016 to March 2021) Smurfit Kappa Group Plc (October 2020 to July 2024; Senior Independent Director from 2022-2024; member of the Nomination Committee and Chair of the Sustainability Committee) Other board experience: Chair of Greencode Ventures Oy (2023 to present) Chair of Tracegrow Oy (2019 to 2024) Sustainability and academic affiliations: New Sustainability Oy (partner); Supervisory Board of Oulu University (member); Susformation Oy (Founder); and Sustainability Hub Advisory Board of Aalto University (former member) | | Attributes and Skills: | | | | | Global business experience | | | | Relevant scientific / technology experience | | | | Risk management / investment stewardship experience | | | | Low carbon solutions technology and safety experience | | | | Operation experience in capital-intensive industry | | | | Leadership experience in large-scale energy / commodity business | | | | Financial expertise and portfolio management | | | | Public company board governance experience | |
Item 1 – Election of Directors
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Item 1 – Election of Directors
| Joseph L. Hooley | | | | Lead Independent director Director since 2020 Age 68 Committees: Compensation; Executive; Nominating and Governance (Chair) | | Expertise provided to the Board: Mr. Hooley has extensive experience with institutional investors, having overseen the servicing of over $35 trillion of assets as well as the stewardship of over $4 trillion in capital as Chair and CEO at State Street. Mr. Hooley successfully transformed State Street in multiple ways, including driving a technological transformation, globalization of the business and investment portfolio, and navigating the post financial crisis of 2008. Mr. Hooley’s unique background helps the Board better understand investors’ perspectives on risk and ensures those perspectives are incorporated into Board discussions with management on important strategic decisions. Qualifications: State Street • Chair (2011 to 2019) • CEO (2010 to 2018) • President & COO (2008 to 2014) • Executive Vice President and Head of Investor Services Division (2002 to 2008) • Vice Chairman and Global Business Experience Head of Investment Servicing and Investment Research and Trading (2006) Boston Financial Data Services • President & CEO (1990 to 2000) National Financial Data Services • President & CEO (1988 to 1990) Current public company directorships: Aptiv PLC (January 2020 to present; Chair of the Compensation and Human Resources Committee; Audit Committee member) Previous public company directorships in last five years: None Other board experience: State Street Corporation (October 2009 to December 2019) Liberty Mutual Insurance (2019 to present) OnCorps, Inc. (January 2022 to present) Mr. Hooley’s perspectives on the Nominating and Governance Committee: I spend a lot of time with shareholders, and I’m often asked what good governance looks like. And my response is that it’s assembling a group of directors that represent diverse backgrounds and experiences in different ways. When you have the right people around the table, it creates a dynamic where you can discuss and openly debate anything. The Board refreshment at ExxonMobil has been very positive and has assembled a group with diverse capabilities that has created a strong collective competence. | | Attributes and Skills: | | | | | Current / former CEO of large public company | | | | Public company board governance experience | | | | Financial expertise and portfolio management | | | | Risk management / investment stewardship experience | | | | Global business experience | |
Item 1 – Election of Directors
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Item 1 – Election of Directors
| Steven A. Kandarian | | | | Independent director Director since 2018 Age 73 Committees: Compensation; Executive; Nominating and Governance | | Expertise provided to the Board: Mr. Kandarian’s 14 years of senior executive leadership experience at MetLife, where he led a significant transformation following the implementation of Dodd-Frank, brings a viewpoint vital to the Board when developing the long-term strategic plan and overseeing capital allocation across the portfolio. His former positions as CEO and CIO of a global large-cap insurance business, in addition to his previous work as a federal regulator, provide the Board with critical insights related to geopolitical risks, government engagement, and risk management. Qualifications: MetLife, Inc. • President & CEO (2011 to 2019) • Chair (2012 to 2019) • Chief Investment Officer (2005 to 2011) Pension Benefit Guaranty Corporation • Executive Director (2001 to 2004) Current public company directorships: Jackson Financial Inc. (February 2021 to present; Non-executive Chair; Chair of the Nominating & Governance Committee; Compensation Committee member) Previous public company directorships in last five years: AECOM (March 2019 to February 2021; Lead Independent Director; Chair of the Compensation Committee; member of the Audit Committee) Other board experience: Director of Neuberger Berman (2015 to present) Business and cultural affiliations: The University of California, Berkeley, School of Law and Ceres ESG certification (recipient); Business Council (member); Business Roundtable (former member); Financial Services Forum (former member); Partnership for New York City (former Director); Institute of International Finance (former Director and Chair, Insurance Regulatory Committee); and the Lincoln Center for the Performing Arts (former Director) Scientific and research affiliations: Damon Runyon Cancer Research Foundation (Director) | | Attributes and Skills: | | | | | Risk management / investment stewardship experience | | | | Financial expertise and portfolio management | | | | Current / former CEO of large public company | | | | Public company board governance experience | | | | Global business experience | | | | Public policy / regulatory experience | |
Item 1 – Election of Directors
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Item 1 – Election of Directors
| Alexander A. Karsner | | | | Independent director Director since 2021 Age 58 Committees: Environment, Safety and Policy; Nominating and Governance | | Expertise provided to the Board: Mr. Karsner’s energy policy and diplomacy experience, in addition to his background in commercializing breakthrough energy technologies, provides the Board with important perspectives on geopolitical risks and investment opportunities for profitably managing the energy transition. Mr. Karsner’s public service as U.S. Assistant Secretary of Energy, a senior regulatory official, and a principal U.S. negotiator to the UN Framework Convention on Climate Change, contributes an in-depth understanding of U.S. and international energy policy. His energy sector experience, including energy infrastructure development in emerging markets, helps the Board better understand public- and private-sector considerations when executing strategy. Qualifications: X (formerly Google X) Alphabet’s Moonshot Factory • Senior Strategist (2013 to present) Emerson Collective • Managing Partner (2016 to 2019) Vantage Point Venture Capital • Venture Partner (2009 to 2014) Hudson Private Equity • Senior Advisor (2009 to 2014) Department of Energy • U.S. Assistant Secretary (2006 to 2008) Current public company directorships: Applied Materials, Inc. (September 2008 to present; member of the Corporate Governance & Nominating and Human Resources & Compensation Committees) Previous public company directorships in last five years: Broadscale Acquisition Corp. (February 2021 to January 2023) Business and public policy experience: Council on Foreign Relations Working Group on Energy Transition (co-chair), and U.S.-India and U.S.-China Track II diplomatic climate bi-laterals; National Petroleum Council (former member); Energy Futures Initiative; Trilateral Commission (member); Gas Technology Institute (former Director); and Argonne National Laboratory (former Director) Sustainability, scientific, and academic affiliations: Conservation International (Director); Elemental Labs (Founder, Chairman); MIT Energy Initiative (MITei) (Advisory Board); MIT Media Lab (Advisory Board); National Marine Sanctuary Foundation (Trustee Emeritus); Aspen Institute Clean Energy Forum (Founder); American Academy of Arts & Sciences Accelerating Climate Action Commission (member); Stanford University Precourt Institute for Energy (member, Board of Advisors); Hoover Institution Shultz-Stephenson Energy Task Force (member); Stanford Natural Capital Project (Advisory Board); and University of Chicago Booth School, Polsky Center for Entrepreneurship (Advisory Board) | | Attributes and Skills: | | | | | Risk management / investment stewardship experience | | | | Public policy / regulatory experience | | | | Relevant scientific / technology experience | | | | Low carbon solutions technology and safety experience | | | | Financial expertise and portfolio management | | | | Global business experience | |
Item 1 – Election of Directors
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Item 1 – Election of Directors
| Lawrence W. Kellner | | | | Independent director Director since 2023 Age 66 Committees: Environment, Safety and Public Policy (Chair); Executive; Nominating and Governance | | Expertise provided to the Board: Mr. Kellner brings extensive experience in a highly regulated and capital-intensive industry, having served as CEO, COO, and Chair of Continental Airlines. Mr. Kellner’s deep operational understanding and executive leadership help the Board understand how best to develop a long-term strategy for a capital-intensive industry. Qualifications: Emerald Creek Group, LLC • President (2010 to present) Continental Airlines, Inc. • Chairman & CEO (2004 to 2009) • President & COO (2003 to 2004) • President (2001 to 2003) Current public company directorships: None Previous public company directorships in last five years: The Boeing Company (October 2011 to May 2024; Independent Chair from December 2019 to March 2024) Marriott International, Inc. (July 2002 to May 2022; Lead Independent Director from August 2013 to May 2022) Sabre Corporation (August 2013 to April 2020; Chair of the Board from August 2013 to January 2020) Mr. Kellner’s perspectives on the Environment, Safety and Public Policy Committee: Serving as chair of the ESPP Committee gives me the rare opportunity to work on issues of great public significance at a company with the scale and skills to really make a difference. With my fellow ESPP members, we take a close look at health, safety, security, and environmental issues to support the full Board in its oversight of ExxonMobil’s strategy and risk management. I have worked in highly regulated and capital-intensive businesses for many years, so that’s one perspective I bring to discussions with the other directors, who bring their own knowledge and insights about everything from science and R&D to public policy. The one thing we’re all focused on is our commitment to helping the Company continue to position itself as an industry leader in safety and in creating sustainable solutions to meet the changing needs of society. | | Attributes and Skills: | | | | | Current / former CEO of large public company | | | | Public company board governance experience | | | | Risk management / investment stewardship experience | | | | Public policy / regulatory experience | | | | Global business experience | | | | Operation experience in capital-intensive industry | | | | Financial expertise and portfolio management | | | | Low carbon solutions technology and safety experience | |
Item 1 – Election of Directors
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Item 1 – Election of Directors
| Dina Powell McCormick | | | | Independent director Director since 2024 Age 51 Committees: Environment, Safety and Public Policy; Nominating and Governance | | Expertise provided to the Board: Ms. Powell McCormick brings a rare level of geopolitical, national security, and economic expertise. Her knowledge in these areas and experience leading Goldman Sachs’ sustainability efforts help the Board provide oversight of the Company’s global strategy and plans. Her investment experience, service in diplomatic and national security roles, and proven ability to navigate cultural and societal challenges, provides a vital understanding of an ever-changing global marketplace. Qualifications: BDT & MSD Partners (2023 to present) • Vice Chair, President, and Head of Global Client Services (2023 to present) The Goldman Sachs Group Inc. (2007 to 2023) • Global Head of Sustainability and Inclusive Growth (2018 to 2023) • President, Goldman Sachs Foundation and Global Head of Corporate Engagement (2010 to 2017) • Managing Director (2007 to 2010) Executive Office of the President (2003 to 2005; 2017 to 2018) • Deputy National Security Advisor and Assistant to the President (2017 to 2018) • Assistant to the President, Presidential Personnel (2003 to 2005) • Deputy Assistant to the President, Presidential Personnel (2001 to 2003) Current public company directorships: None Previous public company directorships in last five years: None Other affiliations: Robin Hood Foundation (Chair); National Geographic Society Board (Trustee); Lincoln Center for the Performing Arts (Trustee); Mount Sinai Health System (Trustee); Atlantic Council (Board member); U.S. Department of State (Assistant Secretary of State, Educational and Cultural Affairs); Republican National Committee (Director, Congressional Affairs); and U.S. House of Representatives (Staff Member) | | Attributes and Skills: | | | | | Risk management / investment stewardship experience | | | | Public policy / regulatory experience | | | | Global business experience | | | | Financial expertise and portfolio management | | | | Low carbon solutions technology and safety experience | |
Item 1 – Election of Directors
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Item 1 – Election of Directors
| Jeffrey W. Ubben | | | | Independent director Director since 2021 Age 63 Committees: Environment, Safety and Public Policy; Finance | | Expertise provided to the Board: Having served on over 20 public company boards, Mr. Ubben brings a long history of successfully challenging and working alongside boards and management teams to grow value for shareholders. His expertise in return-driven, environmental, and socially active investing, including his unique knowledge and experience investing in the energy transition, helps the Board make better strategic and investing decisions around low carbon solutions, including carbon capture and hydrogen technologies. Qualifications: Inclusive Capital Partners, L.P. • Founder, Portfolio Manager, and Managing Partner (2020 to present) • Inclusive Capital Partners is focused on increasing shareholder value and promoting sound environmental, social, and governance practices ValueAct Capital Management, L.P. • Founder & CEO (2000 to 2020) • CIO (2000 to 2017) Blum Capital Partners, L.P. • Managing Partner (1995 to 2000) Fidelity Investments • Served in various positions including Portfolio Manager and Research Analyst (1987 to 1995) Current public company directorships: Bayer AG (April 2024 to present) Previous public company directorships in last five years: Vistry Group Plc (March 2023 to January 2024) Enviva Inc. (June 2020 to November 2023) Fertiglobe Plc (November 2021 to March 2023) AppHarvest, Inc. (May 2019 to March 2022) Nikola Corporation (September 2019 to February 2022; Chair of the Nominating and Corporate Governance Committee) The AES Corporation (January 2018 to March 2021) Other affiliations: Noodle Corporation (Board Member); World Wildlife Fund (Board member); and Duke University (Board member) | | Attributes and Skills: | | | | | Financial expertise and portfolio management | | | | Risk management / investment stewardship experience | | | | Relevant scientific / technology experience | | | | Low carbon solutions technology and safety experience | | | | Public company board governance experience | |
Item 1 – Election of Directors
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Item 1 – Election of Directors
| Darren W. Woods | | | | Chairman of the Board, Chief Executive Officer Director since 2016 Age 60 Committees: Executive (Chair); Finance | | Expertise provided to the Board: Mr. Woods brings more than 30 years of global industry experience managing highly sophisticated, safety-critical operations and has held a number of senior leadership roles in multiple international business units prior to being promoted to CEO. His in-depth understanding of Company operations; knowledge of global business, markets, and strategy; and experience leading transformational change, help the Board to better understand and navigate the complex issues associated with transforming a multi-dimensional, capital-intensive commodity business through a thoughtful, long-term energy transition. Qualifications: ExxonMobil (1992 to present) • Chairman & CEO (2017 to present) • President (2016 to present) • Senior Vice President (2014 to 2015) • Vice President, and President, ExxonMobil Refining & Supply Company (2012 to 2014) Current public company directorships: None Previous public company directorships in last five years: None Business affiliations: Business Roundtable (member); American Petroleum Institute (former Chair); Business Council (member); Center for Strategic and International Studies (Trustee); Oil and Gas Climate Initiative; and National Petroleum Council (former Chair) Mr. Woods’ perspectives on the ExxonMobil Board: ExxonMobil’s advantages position the Company to do what few others have done: create world-scale solutions to some of society’s biggest challenges. The world needs affordable energy and critical products, and at the same time, needs to balance that with lower emissions. We call it solving the “and” equation – and that’s where the Board and I are focused. | | Attributes and Skills: | | | | | Current / former CEO of large public company | | | | Global business experience | | | | Leadership experience in large-scale energy / commodity business | | | | Operation experience in capital-intensive industry | | | | Public company board governance experience | | | | Public policy / regulatory experience | | | | Low carbon solutions technology and safety experience | | | | Financial expertise and portfolio management | | | | Risk management / investment stewardship experience | |
Item 1 – Election of Directors
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DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Director compensation elements are designed to:
DIRECTOR COMPENSATION
| • | Ensure alignment with long-term investor interests; |
DIRECTOR COMPENSATION
| • | Ensure the Company can attract and retain outstanding director candidates who meet the selection criteria outlined in the Corporate Governance Guidelines, which can be found on the Corporate Governance section of our website; |
DIRECTOR COMPENSATION
| • | Recognize the substantial time commitment necessary to oversee the affairs of the Corporation; and |
DIRECTOR COMPENSATION
| • | Support the independence of thought and action expected of directors. |
DIRECTOR COMPENSATION
Non-employee director compensation levels are reviewed by the Nominating and Governance Committee each year, and resulting recommendations are presented to the full Board for approval. The Committee uses an independent consultant, Pearl Meyer, to provide information on current developments and practices in director compensation. Pearl Meyer is the same consultant retained by the Compensation Committee to advise on executive compensation but performs no other work for ExxonMobil. ExxonMobil employees receive no additional pay for serving as directors. Non-employee directors receive compensation consisting of cash and equity in the form of restricted stock. Non-employee directors are also reimbursed for reasonable expenses incurred to attend Board meetings or other functions relating to their responsibilities as a director of Exxon Mobil Corporation.
DIRECTOR COMPENSATION
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DIRECTOR COMPENSATION
The annual cash retainer for non-employee directors is $110,000 per year. The Chairs of the Audit, Compensation, Environment, Safety and Public Policy, and Finance Committees receive an additional $20,000 per year. The Lead Director receives an additional $50,000 per year. A significant portion of director compensation is granted in the form of restricted stock that is not adjusted to offset changes in share price, resulting in directors seeing a one-for-one change in compensation through share price; this aligns director interests with the interests of our long-term investors. The annual restricted stock award grant for incumbent non-employee directors is 2,500 shares. A new non-employee director receives a one-time grant of 8,000 shares of restricted stock upon first being elected to the Board. While on the Board, the non-employee director receives the same cash dividends on restricted shares as a holder of regular common stock, but the shares, including those received when first elected to the Board, remain unvested and, thus, cannot be sold or pledged. All restricted shares are subject to forfeiture if the non-employee director leaves the Board early (i.e., before the retirement age of 75), as specified for non-employee directors.
Non-Employee Director Compensation for 2024
Non-Employee Director Compensation for 2024
Non-Employee Director Compensation for 2024
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(a) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | Other Compensation ($)(b) | Total ($) | | M.J. Angelakis | 115,000 | 255,100 | 0 | 0 | 0 | 116 | 375,216 | | S.K. Avery (c) | 45,330 | 255,100 | 0 | 0 | 0 | 55 | 300,484 | | A.F. Braly | 122,500 | 255,100 | 0 | 0 | 0 | 116 | 377,716 | | M.S. Dreyfus (a) | 76,906 | 920,880 | 0 | 0 | 0 | 61 | 997,827 | | G.J. Goff (d) | 96,005 | 255,100 | 0 | 0 | 0 | 98 | 351,204 | | J.D. Harris II | 110,000 | 255,100 | 0 | 0 | 0 | 116 | 365,216 | | K.H. Hietala | 110,000 | 255,100 | 0 | 0 | 0 | 116 | 365,216 | | J.L. Hooley | 160,000 | 255,100 | 0 | 0 | 0 | 116 | 415,216 | | S.A. Kandarian | 110,000 | 255,100 | 0 | 0 | 0 | 116 | 365,216 | | A.A. Karsner | 110,000 | 255,100 | 0 | 0 | 0 | 116 | 365,216 | | L.W. Kellner | 115,000 | 255,100 | 0 | 0 | 0 | 116 | 370,216 | | D. Powell McCormick (a) | 110,000 | 816,320 | 0 | 0 | 0 | 116 | 926,436 | | J.W. Ubben | 110,000 | 255,100 | 0 | 0 | 0 | 116 | 365,216 |
Non-Employee Director Compensation for 2024
| In accordance with SEC rules, the valuation of stock awards in this table represents fair value on the date of grant. Dividends on stock awards are not shown in the table because those amounts are factored into the grant date fair value.(a) |
Non-Employee Director Compensation for 2024
Each director continuing in office in January 2024 received an annual grant of 2,500 restricted shares at that time. The award date market price for January awards was $102.04. Ms. Powell McCormick received a one-time grant of 8,000 restricted shares with an award date market price of $102.04 in January 2024, and Ms. Dreyfus received a one-time grant of 8,000 restricted shares in May 2024, with an award date market price of $115.11. In both cases these were awarded upon joining the Board.
Non-Employee Director Compensation for 2024
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Non-Employee Director Compensation for 2024
At year-end 2024, the aggregate number of restricted shares held by each director was as follows:
Non-Employee Director Compensation for 2024
| Name | Restricted Shares | | M.J. Angelakis | 15,500 | | A.F. Braly | 28,000 | | M.S. Dreyfus | 8,000 | | J.D. Harris II | 10,500 | | K.H. Hietala | 15,500 | | J.L. Hooley | 18,000 | | S.A. Kandarian | 23,000 | | A.A. Karsner | 15,500 | | L.W. Kellner | 10,500 | | D. Powell McCormick | 8,000 | | J.W. Ubben | 15,500 |
Non-Employee Director Compensation for 2024
| The amount shown for each director is the cost of travel accident insurance covering death, dismemberment, or loss of sight, speech, or hearing, under a policy purchased by the Corporation with a maximum benefit of $500,000 per individual.(b) |
Non-Employee Director Compensation for 2024
| Dr. Avery left the Board on May 29, 2024.(c) |
Non-Employee Director Compensation for 2024
| Mr. Goff left the Board on October 17, 2024.(d) |
Non-Employee Director Compensation for 2024
The non-employee directors do not receive any additional payments or benefits as a result of leaving the Board or death except as described above. The non-employee directors are not entitled to any payments or benefits resulting from a change in control of the Corporation.
Item 3 – Advisory Vote to Approve Executive Compensation
Item 3 – Advisory Vote to Approve Executive Compensation At the meeting, shareholders will be asked to vote on a non-binding resolution to approve the compensation of the Named Executive Officers (NEOs) listed in the Summary Compensation Table. When casting your vote, we encourage you to consider the detailed information in the Compensation Discussion and Analysis beginning on page 47. The Board supports the overall design of the compensation program, on the basis that the program:
Item 3 – Advisory Vote to Approve Executive Compensation
| • | Is aligned with the Company’s business model and shareholder returns over the long term; |
Item 3 – Advisory Vote to Approve Executive Compensation
| • | Delivers pay that is highly performance based and tied to Company and individual performance; and |
Item 3 – Advisory Vote to Approve Executive Compensation
| • | Enables the Compensation Committee to leverage its experience and judgment to deliver market competitive pay. |
Item 3 – Advisory Vote to Approve Executive Compensation
We continue to listen and respond to the feedback we receive from shareholders during our shareholder engagement process. In response, this disclosure builds on the enhancements introduced last year, focused on better illustrating how award determination is directly tied to individual performance. The Board recommends an advisory vote FOR the following resolution: RESOLVED: That shareholders approve the compensation of the Named Executive Officers as disclosed pursuant to Item 402 of SEC Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, accompanying narrative, and additional compensation disclosures included in this proxy statement.
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Item 3 – Advisory Vote to Approve Executive Compensation
EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS Executive Summary Letter to Shareholders 48 Shareholder Engagement 48 Why Vote "FOR" Say-on-Pay? 49 Strong Governance Practices 49 Compensation Design Approach to Executive Compensation 50 Overview 51 Accountability and Performance 52 Long-Term Award Program 54 Bonus Program 56 Salary Program 56 Determining Compensation Annual Benchmarking 57 2024 Business Performance 58 2024 Compensation Actions 60 Other Compensation Elements Retirement Plans 64 Share Utilization 65 Granting Practices 65 Tax Matters 65 Risk and Governance Stock Ownership 66 Forfeiture Provisions 66 Clawback Policies 66 Anti-Hedging Policy 66 Employment Arrangements 67 Change-in-Control 67 Definitions and Footnotes 68 EXECUTIVE COMPENSATION TABLES Summary Compensation Table 70 Grants of Plan-Based Awards 73 Outstanding Equity Awards 74 Stock Vested 75 Pension Benefits 75 Nonqualified Deferred Compensation 77 Other Compensation Elements 78 The Compensation Discussion and Analysis and Executive Compensation Tables outline ExxonMobil's executive compensation program and process for determining pay as it applies to the Named Executive Officers (NEOs). For 2024, Named Executive Officers were: Darren W. Woods Chairman and CEO Kathryn A. Mikells Senior Vice President and Chief Financial Officer Neil A. Chapman Senior Vice President Jack P. Williams, Jr. Senior Vice President Karen T. McKee President, ExxonMobil Product Solutions Company
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Item 3 – Advisory Vote to Approve Executive Compensation
EXECUTIVE SUMMARY LETTER TO SHAREHOLDERS Fellow Shareholders, As you consider your vote, we encourage you to review the information included in this disclosure. The Compensation Committee fully supports the design and the resulting pay outcomes of the executive compensation program. The design aligns with the Company's business model and considers the complexity of the environment in which the Company operates. Executive performance is rigorously evaluated against goals and objectives, and all pay outcomes are a direct result of Company and individual performance. Your feedback is important to us. We consider the results of the Say-on-Pay vote, together with feedback received through ongoing shareholder engagements, as we review the effectiveness and competitiveness of the executive compensation program. Business Perspective ExxonMobil's business involves large investments that create shareholder value over long periods of time, requiring executives to maintain a long-term view when making decisions across a wide range of business investments. The executive compensation program design reflects this and has proven to be adaptable to evolving strategic priorities. The Company's leading results in 2024 demonstrate our ability to deliver on our commitments. ExxonMobil continues to leverage its unique set of advantages and scale to create solutions to some of society's biggest challenges - both current and future. Our disciplined approach to capital allocation and aggressive cost management resulted in industry-leading financial performance, as demonstrated by $33.7 billion of earnings and $55.0 billion of cash flow from operations. Compensation Decisions The compensation program design remains strong: highly performance based, share-denominated, and tied to Company and individual performance, resulting in a strong market position while maintaining alignment with the experience of our long-term shareholders. We do not adjust share grants to offset changes in share price, nor do we adjust the bonus program formula as a result of year-on-year changes in earnings. Total direct compensation is higher in 2024 versus 2023 reflective of a higher share price at grant, offset by a lower cash bonus reflective of lower year-on-year earnings. Shareholder Engagement Throughout 2024, management and independent directors engaged with shareholders, representing 76% of outstanding institutionally held shares. Say-on-Pay 2024 2023 2022 In 2024, we achieved a record "FOR" Say-on-Pay vote, reinforcing strong Votes "For" 92% 91% 91% investor support for our executive compensation program. We continue to hear positive feedback on our program design, including alignment of executive pay with long-term shareholder outcomes. Reflective of your feedback and our ongoing commitment to create clarity, we continue to strive to be transparent in this disclosure on how the Board holds management accountable to deliver business results and drive the Company's strategic objectives. On behalf of the Compensation Committee, I encourage you to vote "FOR" Item 3. Angela F. Braly Chair, Compensation Committee Exxon Mobil Corporation
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Item 3 – Advisory Vote to Approve Executive Compensation
WHY VOTE "FOR" SAY-ON-PAY? PROGRAM ALIGNED WITH BUSINESS MODEL AND SHAREHOLDER RETURNS Program adaptable to evolving strategic priorities through annual goal setting; includes meeting society's needs for energy and essential products and positioning the Company for success in the energy transition Majority of total direct compensation delivered in performance shares; 80% of CEO total direct compensation1 Share-denominated basis coupled with long restriction periods ensures alignment with shareholders over long term Restriction periods - longest in any industry - promote accountability to maximize shareholder value over thelong term while effectively managing longer-term risks, including risks related to the energy transition PAY HIGHLY PERFORMANCE BASED AND TIED TO COMPANY PERFORMANCE IOC2-leading business results across all performance dimensions Building on four consecutive years of industry-leading personnel safety performance3, 4, 5 Delivered IOC-leading financial performance through advantaged asset investments, improved competitiveness, and active cost control On track to achieve 2030 GHG emission intensity reduction plans6 Lower cash bonus, reflective of change in year-over-year earnings; higher performance share grant value driven by strong stock price versus 2023; maintained share-denominated approach COMPENSATION COMMITTEE APPROACH TO DELIVER MARKET COMPETITIVE PAY Deliberation on CEO pay considers progress toward strategic objectives, business results, individual performance, and competitiveness of pay given tenure in position 10-year combined realized and unrealized pay (2014 to 2023) for CEO position at 46th percentile1 The Committee anticipates a competitive position in 2024 based on available data from benchmark companies SUPPORTED BY STRONG GOVERNANCE PRACTICES Key design features that discourage executives from taking inappropriate risk include: 3 Extensive stock ownership X No employment contracts 3 Significant pay-at-risk X No severance agreements 3 Strong forfeiture provisions X No change-in-control arrangements 3 Clawback policies X No guaranteed bonuses 3 Anti-hedging policy X No additional stock grants to balance losses in value 3 Annual assessment of compensation design X No accelerated vesting at retirement 3 Independent compensation consultant
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Item 3 – Advisory Vote to Approve Executive Compensation
COMPENSATION DESIGN APPROACH TO EXECUTIVE COMPENSATION The decisions that our executives make and the risks they manage play out over multi-year time horizons. Executives are required to carefully consider current and future risks, such as those related to the energy transition, and to make decisions across a broad range of business investments that generate sustainable shareholder value over the long term. The Company's executive compensation program design aligns executives' pay with the results of their decisions and the returns of our shareholders over the long term. The program is designed to drive long-term accountability, reward outstanding performance, and promote retention. DRIVE LONG-TERM ACCOUNTABILITY The Company's strategic objectives have been established to drive sustainable value and position the Company for long-term success in a lower-emission future. These objectives are translated into annual plan goals through a comprehensive process which incorporates Corporate and functional plans. Goals are incorporated in the Corporate Plan, which is reviewed and approved by the Board and provides the framework for the organization's commitments. REWARD OUTSTANDING PERFORMANCE Highly differentiated pay-for-performance is foundational to the Company's compensation program design. The extent to which executives achieve pre-established goals and deliver on the organization's commitments, assessed over near- and long-term time horizons, is a key differentiating factor in executive pay deliberations. Performance evaluation directly impacts level of base salary, bonus, and performance share award grant. PROMOTE RETENTION Long-term orientation also underpins how the Company develops talent. It begins with recruiting exceptional people, and continues with individually planned experiences and training, which leads to broad development and a deep understanding of our business across the business cycle. The compensation program is designed to attract and retain talent for a career through compensation that is market competitive, highly differentiated by individual performance, and promotes retention through long restriction periods. For more information on the Company's goals, commitments, and investment in our people, see the Annual Report, Advancing Climate Solutions, Sustainability Report, and Investing in People supplements.7 Joseph L. Hooley Lead Director Exxon Mobil Corporation We remain committed to creating sustainable solutions that improve quality of life and meet society's evolving needs. Our interdependent strategic objectives have been established to position the Company for continued long-term success in a lower-emission future. These long-term strategic objectives include delivering industry-leading emissions intensity in the businesses in which we operate and solutions for hard-to-decarbonize sectors. The move to a lower-emission future requires multiple solutions that can be implemented at scale to address some of the highest-emitting sectors of the economy. By leveraging our core capabilities, we are uniquely positioned to play a leading role in the energy transition, while also retaining investment flexibility across a portfolio resilient to commodity price cycles and transitioning energy system. We are well positioned to generate sustainable growth in shareholder value over the long term.
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Item 3 – Advisory Vote to Approve Executive Compensation
OVERVIEW 0 The Board reviews and approves Corporate goals and objectives annually, integrated into Company's plan cycle 0 Goals are cascaded at each level of leadership, tailored for area of responsibility; annual assessment versus planned goals results in differentiated pay outcomes 0 Named Executive Officers participate in the same broad-based programs as all other executives 0 Performance shares for senior executives represent a higher percentage of total direct compensation, reflective of the impact of their decisions, and resulting in increased pay-at-risk Performance Shares Annual Bonus Base Salary Percent of Total 0 More than 70% 0 10 to 20% 0 10% or less Direct Compensation Intent 0 Link pay to returns of long-term 0 Link pay to annual Company 0 Provide competitive shareholders earnings performance base pay 0 Encourage long-term view through 0 Align incentives across the commodity price cycle all functions Key Design Features 0 Granted in the form of stock units 0 Paid in year of grant 0 Increase determined by individual performance 0 50% vests in 5 years from grant date; 0 Bonus award pool changes in line and pay grade 50% in 10 years with year-over-year earnings 0 Ties directly to 0 Long restriction periods coupled with 0 Individual award further long-term benefits performance metrics applied at grant determined by individual 0 Significant portion of pay at risk of performance and pay grade forfeiture for extended period of time 0 Full award subject to clawback ANNUAL COMPENSATION BENCHMARKING | Page 57 0 Based on 1-year total direct compensation and 10-year realized and unrealized pay analysis 0 Considers scale and complexity versus compensation benchmark peers, tenure in position, individual and business performance, and evaluated across a range of stock price scenarios INPUTS TO COMPENSATION COMMITTEE | Pages 58-59 Performance Dimension Measurement Progress Toward Strategic Objectives Demonstrated leadership and accomplishments relative - Operations Performance to established goals and objectives - Financial Performance - Energy Transition - Business Portfolio Operating and Financial Metrics - Safety, ROCE, CFOAS, TSR Position relative to industry peers - Spills, Operated GHG Emissions Intensity Company performance PAY DELIBERATIONS AND DECISIONS | Pages 60-63 0 Balances progress toward strategic objectives, business results, individual performance, and competitiveness of pay, taking into account experience in position
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Item 3 – Advisory Vote to Approve Executive Compensation
ACCOUNTABILITY AND PERFORMANCE The executive compensation program design is aligned with our business model and approach to talent development - long-term career oriented, performance differentiated, and adaptable to evolving strategic priorities through goal setting. STRATEGIC OBJECTIVES The Company's long-term strategic objectives center around four key interdependent performance dimensions, reflective of the Company's priority focus areas. These objectives are fully integrated into the Company's Plan and provide the framework for the organization to deliver on its commitments. Strategic objectives have been established to drive sustainable growth in shareholder value and position the Company for long-term success in a lower-emission future. Long-term strategic objectives centered around four interdependent performance dimensions Operations Performance Deliver industry-leading performance in safety, emissions-intensity reductions,environmental performance, and reliabilityFinancial Performance Deliver industry-leading earnings and cash flow growthEnergy Transition Lead industry in reducing emissions in hard-to-decarbonize sectorsBusiness Portfolio Optimize existing business portfolio, resilient to a transitioning energy system PLAN GOALS The Company's long-term strategic objectives are translated into annual plan goals through a comprehensive process that incorporates Corporate and functional plans. Plan goals are approved annually by the Board. Our most recent Corporate Plan update, outlining our plans to 2030, was shared with investors in December 2024.7 A disciplined approach to establishing goals aligns executives to deliver on the Company's strategic objectives. The CEO is primarily responsible for executing the Company's long-term strategic objectives, as translated in annual plan goals. CEO goals and objectives are inclusive of enterprise-wide initiatives. These include risk management, corporate reputation, talent management, research and technology, and management of major projects. Plan goals and objectives are cascaded throughout the organization and tailored to each executive's area of responsibility. Goals and objectives are reviewed with senior management annually and reinforced through periodic stewardship reviews and the performance assessment process. Leaders are held accountable to deliver on plan goals and objectives across all performance dimensions within the context of the Company's strategic objectives. This sets a high performance threshold. Where faced with trade-offs across different priorities, these are discussed with senior management through monthly business reviews. Goals & Objectives Review of Progress Long-term Strategic Approved by the Board, & Performance Objectives 7 in line with Corporate Plan see pages 58-59 LONG-TERM STRATEGIC OBJECTIVES INTEGRATED INTO ANNUAL COMPANY PLAN PROCESS, CORPORATE GOALS & OBJECTIVES APPROVED BY THE BOARD
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Item 3 – Advisory Vote to Approve Executive Compensation
PERFORMANCE EVALUATION CEO The Compensation Committee evaluates the CEO's performance across all performance dimensions within the context of the Company's long-term strategy and evaluates progress against plan goals and objectives, which are reflective of the Company's strategic objectives. Financial and operating metrics available at the time of review further support the Committee's assessment, which is made during its November meeting. The Committee monitors performance throughout the year. Results of the annual performance evaluation inform level of pay, including salary, bonus award, and performance share award. Details on pay deliberations can be found on pages 60 to 63. The Company's strategic objectives are interdependent, with long-term success determined by delivery in each of the strategic objectives. As such, the Committee assigns equal weight to each of the four strategic objectives. Recognizing the complexity and significant uncertainty inherent in a transitioning energy system, the Committee maintains its focus on balancing the energy transition objectives and meeting society's need for affordable energy and essential products that are critical to improving living standards for people around the world. Progress towards delivering the Company's business results and driving the strategic objectives is discussed throughout the year in various Board and Committee reviews. Financial and operating metrics are assessed over near- and long-term time horizons, taking into account the broader business environment. See pages 58 to 59 for 2024 business performance results. Corporate Officers The CEO reviews the performance of all Corporate Officers, including members of the Management Committee who are responsible for delivering the Company's business results and drive the strategic objectives, with the Board during the annual executive development review. Performance is evaluated based on accomplishments versus plan goals and objectives. In addition to the annual assessment, the Board evaluates the performance of all senior executives throughout the year during specific business reviews and Board meetings. The Board also takes into account demonstrated leadership in sustaining sound business controls and a strong ethical and corporate governance environment. COMPENSATION DIRECTLY TIED TO PERFORMANCE Performance assessment against goals and objectives results Performance Award Matrix in a performance category that informs salary increase, bonus award, and performance share grant. CEO All performance share grants and bonus awards are based on Management Award matrix differentiates Committee pay grade and individual performance category. by individual performance Corporate Officerscategory and by pay grade Performance share grants are not adjusted to offset changes Executives Award Value in share price. This results in executives seeing a one-for-one For illustrative purposes change in compensation through share price. The percent change in the bonus program, reflecting change in earnings (see page 56), is applied to the bonus award matrix. LEADERS HELD ACCOUNTABLE TO DELIVER AND ASSESSED ACROSS ALL PERFORMANCE DIMENSIONS, BALANCING SHORT- AND LONG-TERM PRIORITIES
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Item 3 – Advisory Vote to Approve Executive Compensation
LONG-TERM AWARD PROGRAM Performance shares represent more than 70% of total direct compensation and are intended to link executive pay to the returns of long-term shareholders and encourage a long-term view through the commodity price cycle. Performance shares vest 50% in 5 years and 50% in 10 years. For more information, see page 73. PROGRAM DESIGN BUSINESS MODEL ALIGNMENT SHAREHOLDER ALIGNMENT ACCOUNTABILITY Long investment lead times Majority of executive pay delivered in Restriction periods and risk of forfeiture and complex risk management performance shares, aligning realized pay drive focus on long-term shareholder landscape require long-term view level with returns of long-term shareholders value creation while managing risk LONGEST RESTRICTION PERIODS HIGHEST STANDARDS OF ABILITY TO RETAIN KEY TALENT IN ANY INDUSTRY PERFORMANCE Executives unable to monetize Applying performance metrics at Performance assessed against significant portion of pay, creating large grant enables restriction periods of pre-established goals and objectives, "buyout" hurdle 10 years results tie directly to award level LONG RESTRICTION PERIODS IN LINE WITH INVESTMENT LEAD TIMES AND RISK PROFILE 0 Investment decisions in a capital-intensive industry and management of risk play out over time horizons often decades in length, through volatile commodity price cycles, requiring executives to maintain a long-term view when making decisions 0 Long restriction periods ensure that a significant portion of pay reflects the outcome of these decisions and aligns with the experience of long-term shareholders 0 A formula-based program would require a shorter time horizon to set meaningful, credible targets, resulting in shorter restriction periods. The Compensation Committee has analyzed the appropriateness of a shorter-term program and concluded that this could encourage short-term decision making, which is not aligned with the long investment lead times and the capital-intensive nature of our business 0 The example below shows project net cash flow of a typical ExxonMobil project and performance share program design. It illustrates that short-term vesting would occur prior to determination of project financial success or failure and that longer-term vesting better aligns with shareholder returns resulting from investment decisions
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Item 3 – Advisory Vote to Approve Executive Compensation
0 ExxonMobil conducts business in a cyclical commodity price environment and transitioning energy system. A business portfolio resilient to these market dynamics positions the Company well to generate sustainable growth in shareholder value over the long term 0 Longer restriction periods ensure executives hold shares across dynamic market conditions, similar to long-term shareholders 0 A formula-based program with shorter-term target setting and vesting would enable executives to monetize and diversify realized pay at a much faster pace. This would decrease their exposure to these dynamic market conditions, contrary to the experience of our shareholders over the long-term SHARE-DENOMINATED BASIS ALIGNS AWARD VALUES WITH SHAREHOLDER OUTCOMES 0 Uniquely long restriction periods result in a need to LONG-TERM AWARD - CEO POSITION apply performance metrics at grant, versus at vest DEGREE OF VOLATILITY VS. FORMULA-BASED PROGRAMS 0 Performance share award grant levels are established ExxonMobil Compensation Benchmark Companies:25 to 75 Percentile (dollars in millions)50 Percentile based on pay grade and individual performance 30 0 The Compensation Committee does not adjust share grants to offset changes in share price, this results in 25 executives seeing a one-for-one change in compensation 20 through share price 15 0 A share-denominated approach coupled with long restriction periods defines the desired risk/reward profile 10 of stock-based performance awards and results in a 5 greater degree of volatility versus formula-based programs with a dollar-denominated approach 0 2015 16 17 18 19 20 21 22 23 2024 2024 DECISIONS 0 As illustrated in the chart above, long-term award value fluctuates with share price, thus maintaining strong alignment in the experience of our executives and our long-term shareholders 0 Award grants for Named Executive Officers reflect individual performance 0 Long-term award value increased, reflective of strong stock price; $118.76 at 2024 grant versus $103.11 in 2023 STOCK OWNERSHIP 0 It is ExxonMobil's policy that executives maintain significant stock ownership, with no accelerated vesting at retirement 0 Long restriction periods result in stock ownership far exceeding ownership guidelines typical among other companies across industries. This aligns the interests of our executives with those of long-term shareholders and ensures focus on actions that create sustainable shareholder value over the long term Multiple of base salary 0 Table depicts 2024 stock ownership, vested and Benchmark peers stock ownership Min 6 - Max 12 unvested, as multiple of base salary ExxonMobil CEO 98 0 At retirement, assuming age 65, approximately 70% of Other NEOs 46 - 82 unvested shares will be outstanding and continue to vest over a 10-year period8 THROUGH LONG RESTRICTION PERIODS, EXECUTIVES ARE INCENTIVIZED TO TAKE A LONG-TERM VIEW IN DECISION MAKING
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Item 3 – Advisory Vote to Approve Executive Compensation
BONUS PROGRAM Annual bonus program represents 10 to 20% of total direct compensation and is intended to link executive pay to annual Company earnings performance. All executives, including Named Executive Officers, participate in the same bonus program. PROGRAM DESIGN 0 The Compensation Committee establishes the overall ANNUAL BONUS AWARD - CEO POSITION DEGREE OF VOLATILITY VS. COMPENSATION BENCHMARK COMPANIES10 size of bonus program ("ceiling"), set as a percent change from prior year bonus program9 ExxonMobil Compensation Benchmark Companies:25 to 75 Percentile % change in bonus program = (% change in annual earnings) x (2/3) (dollars in millions)50 Percentile 8 0 The percent change in bonus program is applied to the bonus award matrix that is used to determine individual award levels based on pay grade and individual performance 6 0 Tie to year-over-year change in earnings coupled with individual performance defines the risk/reward profile 4 of the bonus program and results in greater degree of volatility versus compensation benchmark companies 2 0 Bonus is delivered in cash in year of grant 0 Full bonus award subject to clawback, see page 66 0 2015 16 17 18 19 20 21 22 23 2024 2024 DECISIONS 0 2024 bonus program set at -5% versus 2023; individual awards for Named Executive Officers further reflect individual performance 0 CEO bonus $4.5 million, down from $4.8 million in 2023, in line with year-over-year change in earnings; 2024 bonus at 231% of 2024 base salary, below average of bonus program maximum of benchmark companies11 SALARY PROGRAM Base salary represents 10% or less of total direct compensation and is intended to provide competitive base pay and directly affect the level of retirement benefits, as salary is included in benefit formulas. Named Executive Officers participate in the same salary program as all U.S.-dollar-paid professional employees. The overall size of the program is determined by annual benchmarking. Individual salary increases are the result of individual performance, experience, and pay grade. 2024 DECISIONS 0 The Compensation Committee granted 2025 salary increases to Named Executive Officers consistent with the salary program for all U.S.-dollar-paid professional employees 0 Individual salary increases take into account individual performance, level of responsibility and experience, and reflect market analysis and competitiveness at time of decision in 2024
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Item 3 – Advisory Vote to Approve Executive Compensation
DETERMINING COMPENSATION ANNUAL BENCHMARKING When evaluating level of pay, it is most relevant to SCALE OF EXXONMOBIL VS. COMPENSATION BENCHMARK COMPANIES10 benchmark against other U.S. companies. (2024 revenue, dollars in billions) Criteria for selecting compensation benchmark companies 350 includes: ExxonMobil large scale and complexity; 300 capital intensity; international operations; 250 proven sustainability over time. ExxonMobil remains the largest across benchmark 200 Chevron companies. Both ExxonMobil Upstream and ExxonMobil General Motors Ford Product Solutions business segments, on a stand-alone 150 Verizon basis, rank among benchmark companies based on AT&T revenue. Johnson & Johnson 100 Procter & Gamble RTX The Compensation Committee reviews benchmark Boeing companies versus selection criteria on an annual basis. 50 Pfizer IBM Compensation benchmark companies have remained the General Electric same since 2017. 0 PAY ORIENTATION In assessing the appropriateness of pay levels, the Compensation Committee considers scale and complexity, and tenure in position as relevant factors. Despite the much larger scale of ExxonMobil versus compensation benchmark companies, the Compensation Committee focuses on a broad range around the median of compensation benchmark companies, evaluated across a range of stock price scenarios. This provides the ability to: Differentiate compensation based on experience and performance levels among executives; Minimize the potential for automatic ratcheting-up of compensation that could occur within a narrow target among benchmark companies; Respond to changing business conditions. Tally sheets are used for the CEO and Management Committee, providing detailed information by pay element and allowing for assessment against publicly available data for similar positions at compensation benchmark companies. The Committee also uses an independent consultant to assist in this analysis as discussed in the Corporate Governance section, see page 38. COMPENSATION COMMITTEE CONDUCTS ANNUAL BENCHMARKING TO ASSESS MARKET COMPETITIVENESS OF EXECUTIVE PAY AND PROGRAM DESIGN
Item 3 – Advisory Vote to Approve Executive Compensation
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Item 3 – Advisory Vote to Approve Executive Compensation
2024 BUSINESS PERFORMANCE | INDUSTRY-LEADING ACROSS ALL PERFORMANCE DIMENSIONS 0 Driving industry-leading safety, improved reliability, and continued emissions intensity reductions 0 Delivering strong financial performance through advantaged asset portfolio, with continuing structural improvements 0 High-grading portfolio through growth of strategic projects, acquisitions, and rationalization of non-strategic assets 0 Establishing clear leadership position in Low Carbon Solutions OPERATIONS PERFORMANCE: Deliver industry-leading performance Safety 0 Building on four consecutive years of industry-leading personnel safety performance; sustained LTIR performance at 0.023, 4, 5 0 Record three consecutive years with zero higher-consequence process safety events12 Emissions, 0 GHG emissions intensity reduction on track with 2030 plans6 Environmental 0 Actively managing spill reduction, applying learnings to recent acquisitions13 Reliability 0 Total capacity loss better than plan14 FINANCIAL PERFORMANCE: Deliver industry-leading earnings and cash flow growth 0 IOC2-leading financial results, earnings, ROCE, and TSR15, 16 0 More than $12 billion in structural cost savings17,18 0 Maintained capex discipline19; debt-to-capital ratio at 13%, consistent with strong AA rating 0 Delivered $36 billion to shareholders through dividends and share repurchases ENERGY TRANSITION: Lead industry in reducing emissions in hard-to-decarbonize sectors 0 More than 15% reduction in corporate-wide GHG emissions intensity6 0 Investing ~$20 billion in lower-emission opportunities (2022-2027), focused on CCS, U.S. hydrogen, lithium, lower-emission fuels, ProxximaTM products, and carbon materials with portfolio returns >15% 0 Growing production of high-value products: lower-emission fuels, ProxximaTM products, and carbon materials 0 Continued industry collaborations on methane and flaring reductions, joined OGMP 2.0 and OGDC; leadership role in advocating for high-impact government policies BUSINESS PORTFOLIO: Optimize existing business portfolio, resilient to a transitioning energy system Upstream Prioritize resilient, high-return investments 0 Earnings of $25.4 billion and $6.3 billion in structural cost savings17,18 0 Completed acquisition of Pioneer ~50% faster than similar deals, with immediate volumes uplift of >775 Koebd; capturing synergies faster than planned 0 6th consecutive year of GHG intensity reduction6; >10% reduction vs. 2023 0 Production in Guyana >10% above FID capacity; maintained industry-leading operations performance in GHG intensity, reliability, and unit cost20 0 Capitalized on continued strong market conditions; $4.2 billion from divestment of non-strategic assets 0 Investment decisions taken in 2024 projected to yield on average >40% DCFR over project lifecycle21 0 Portfolio improvements doubled unit earnings (ex. price)17 Product Lower cost of supply, grow high-value products, improve portfolio value, lead in sustainability Solutions 0 Earnings of $9.7 billion; improved earnings power ~2x vs. 2019 0 Best reliability since 2021, driven by record Chemical manufacturing performance 0 Captured $1.2 billion of structural cost savings vs. 202318, including $0.5 billion in turnaround savings vs. prior cycle and divestments of non-core assets 0 Progressing activities to support GHG intensity reduction by ~10% in operated Scope 1 and 2 emissions intensity by 203022 0 Record high-value product sales (14 MTA), representing ~35% of earnings 0 Executing strategic plans to high-grade portfolio to improve competitiveness and resilience; investment portfolio expected to deliver >30% return 0 Progressed advantaged projects for successful start-ups in 2025: Singapore resid upgrade, Strathcona renewable diesel, China petrochemical complex, Fawley hydrofiner, and ProxximaTM products Low Develop pipeline of advantaged opportunities and establish LCS as an industry leader Carbon 0 Increased total CO2 under contract for Carbon Capture and Storage (CCS) to 6.7 MTA Solutions 0 Significant progress on CCS foundational projects in the U.S. Gulf Coast; first world-scale, end-to-end CCS system23 0 Progressing 1 BSCFD Baytown Blue Hydrogen project, world's largest virtually carbon-free-hydrogen project, with ~98% of CO2 captured and stored24; signed agreement for ADNOC to acquire up to 35% equity stake; negotiating additional equity sell down 0 Completed appraisal program for advantaged lithium resource in the Smackover and signed first customer MOU; capturing 1st mover advantage
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Item 3 – Advisory Vote to Approve Executive Compensation
2024 BUSINESS PERFORMANCE | OPERATING & FINANCIAL METRICS PERSONNEL SAFETY3, 4 ENVIRONMENTAL13 0 Assessing business performance is SPILLS >1 BARREL (BBL) most relevant against companies LOST-TIME INCIDENT RATE (LTIR) of similar scale and complexity that ExxonMobil Workforce xAcquisitions ExxonMobil xAcquisitions operate within the same industry ExxonMobil Workforce ExxonMobil 0 Accomplishments are evaluated Upstream Industry Benchmark (number) across all business performance U.S. Refining and Chemical Industry Benchmark dimensions within the context of 600 (incidents per 200,000 work hours) the Company's long-term strategy 500 0 Financial and operating metrics 0.20 further support the Compensation 400 Committee's assessment 0.15 300 0 Delivering industry-leading performance across heritage 0.10 200 operations, while also driving the same standard across recently 0.05 100 acquired assets. Stewarding results with and without recent acquisitions 0.00 0 2015 16 17 18 19 20 21 22 23 2024 creates transparency and required 2015 16 17 18 19 20 21 22 23 2024 focus across our operations GHG EMISSIONS6, 25 CORPORATE-WIDE CORPORATE-WIDE CORPORATE-WIDE OPERATED GHG EMISSIONS INTENSITY OPERATED HYDROCARBON FLARING INTENSITY OPERATED METHANE EMISSIONS INTENSITY ExxonMobil xAcquisitions ExxonMobil xAcquisitions ExxonMobil xAcquisitions ExxonMobil ExxonMobil ExxonMobil (T/100 T) (m3/T) (T/100 T) 30 15 0.08 25 0.06 20 2030 Emission-Reduction Plans 10 15 0.04 10 5 2030 Emission-Reduction Plans 0.02 5 2030 Emission-Reduction Plans 0 0 0.00 2016 17 18 19 20 21 22 23 2024 2016 17 18 19 20 21 22 23 2024 2016 17 18 19 20 21 22 23 2024 FINANCIAL RETURN ON AVERAGE CAPITAL EMPLOYED CASH FLOW FROM OPERATIONS TOTAL SHAREHOLDER RETURN (TSR)16 (ROCE)15 AND ASSET SALES (CFOAS)15 (10-year average, percent) 10-Year Average 2024 10-Year 5-Year 3-Year 2024 10 (dollars in billions) (average, percent) 80 30 8 60 20 6 10 40 4 0 2 20 -10 0 -20 0 XOM Chevron Shell Total BP XOM Chevron Shell Total BP XOM Chevron Shell Total BP
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Item 3 – Advisory Vote to Approve Executive Compensation
2024 COMPENSATION ACTIONS | CEO PAY DELIBERATIONS Mr. Woods is responsible for executing the Company's long-term strategic objectives while progressing plan goals in support of these objectives. In 2024, the Company delivered industry-leading business results across all performance dimensions. Under Mr. Woods' leadership, the Company maintained its commitment to advantaged long-term investments and actively reduced structural costs.18 This continues to position the Company well to capture upside opportunities and provides flexibility to consider further investments as the opportunity pipeline matures, technology advances, and markets and policies evolve. The Committee noted strong business results in each performance dimension: 0 Operations: Industry-leading personnel safety performance3, 5; record three consecutive years with zero higher-consequence process safety events12; remain on track to achieve 2030 GHG emission intensity reduction plans.6 0 Financial: IOC2-leading earnings, ROCE, and total shareholder returns (TSR); earnings driven by strong portfolio investment returns, accretive volumes, and structural efficiencies18; maintaining debt-to-capital ratio consistent with a strong AA rating. 0 Energy transition: More than 15% reduction in corporate-wide GHG emissions intensity6; continued progress to achieve net-zero in heritage Permian unconventional operations by 2030. Continuing more than $20 billion in lower-emission investments (2022-2027), positioning for strong double-digit returns and growing production of high-value products, including lower-emission fuels, ProxximaTM products, and carbon materials. 0 Business portfolio: Integrated investment portfolio that remains resilient across price cycles and a transitioning energy system; accomplished transformational acquisition of Pioneer, increasing high-quality Permian acreage and resulting in immediate volumes uplift; establishing clear leadership position in Low Carbon Solutions, strengthened by acquisition of Denbury; significant progress on foundational investments in the U.S. Gulf Coast, CCS (first world-scale, end-to-end CCS system23), lithium, and low-carbon hydrogen (world's first low-carbon hydrogen project). 0 Strengthened culture by fully leveraging we are ExxonMobil culture framework; continued investment in leadership development with 60% of leaders trained in leadership programs; highest response rate to company-wide employee survey, demonstrated strong engagement and year-over-year improvement in Corporate priority areas: understanding Company purpose and strategy, fostering a productive and inclusive environment, and sustaining and improving our culture. In acknowledgement of these achievements, the Committee awarded total direct compensation of $33.2 million. Consistent with our pay philosophy, a significant portion was delivered through performance shares with 5- and 10-year vesting periods. CEO COMPENSATION TOTAL DIRECT COMPENSATION REALIZED PAY Salary Bonus Stock-Based Awards Total Cash Vesting of Previous Awards (millions) (millions) $33.0 $33.2 $29.9 $18.1 $17.6 94% variable $15.6 pay, at risk 2022 2023 2024 2022 2023 2024 % of Total Direct Compensation 55% 52% 53% 2024 total direct compensation up 11% versus 2023, reflective of strong stock price 80% of CEO total direct compensation delivered in the form of performance shares with long restriction periods
Item 3 – Advisory Vote to Approve Executive Compensation
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Item 3 – Advisory Vote to Approve Executive Compensation
CEO COMPENSATION BENCHMARKING1 TOTAL DIRECT COMPENSATION 0 Strength of program design demonstrated across dynamic market conditions and a complex business environment 0 Highly performance based, tied to business and individual performance, and greater degree of volatility versus programs of compensation benchmark companies 1-YEAR TOTAL DIRECT COMPENSATION 10-YEAR TOTAL DIRECT COMPENSATION (2023) (2023, 2013 to 2022) ExxonMobil Compensation Benchmark Companies 2023 2013-2022 Range 97th Percentile 1 XOM 3 4 5 6 7 8 9 10 11 12 13 1 XOM 3 4 5 6 7 8 9 10 11 12 13 (rank position) (rank position by 2023 compensation) REALIZED AND UNREALIZED PAY 0 Combined 10-year realized and unrealized pay normalizes for different award types and restriction periods 0 Relative position in 10-year realized pay further underscores the impact of long restriction periods, the longest across all industries 10-YEAR COMBINED REALIZED AND UNREALIZED PAY 10-YEAR REALIZED PAY (2014 to 2023) (2014 to 2023) ExxonMobil Compensation Benchmark Companies ExxonMobil Compensation Benchmark Companies 46th Percentile 1st Percentile 1 2 3 4 5 6 XOM 8 9 10 11 12 13 1 2 3 4 5 6 7 8 9 10 11 XOM 13 (rank position) (rank position)
Item 3 – Advisory Vote to Approve Executive Compensation
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Item 3 – Advisory Vote to Approve Executive Compensation
2024 COMPENSATION ACTIONS | MANAGEMENT COMMITTEE KATHRYN A. MIKELLS, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER Ms. Mikells is responsible for all corporate finance departments, including financial planning and reporting, Tax, Treasurer's, and Audit functions. Ms. Mikells also oversees Global Business Solutions (GBS), strategic planning, and investor relations. In 2024, Ms. Mikells provided strategic and executive oversight in the following areas: Financial / Corporate strategy: Driving organizational and structural improvements across the Salary 7% portfolio; sustained leadership focus on delivering IOC2-leading earnings, ROCE, and TSR, with ROCE and TSR leading IOC peers on 1-, 3-, and 5-yr basis; maintaining strong balance sheet with net debt-to-capital ratio at 13%, consistent with strong AA rating; delivered $36 billion to shareholders through dividends and share repurchases, 42 consecutive years of increased annual dividend, achievement only 4% of S&P 500 companies can claim. $17.4M External engagement: Strong annual shareholder meeting result with highest alignment of top 10 investors in over a decade; driving sustained shareholder engagement and understanding through strong communications and effectively leveraging the Board and management. Risk management: Driving effective culture; external assessment confirming strong leadership 93% variable pay at risk tone and Enterprise Risk Management program; zero enterprise level risk events impacting business performance. End-to-end value capture: Structural cost savings via process and systems transformation, consolidation, and simplification of transactional processes; delivering procurement cost reductions for purchased goods and services, and delivering data-driven insights to optimize overall organization performance. In acknowledgement of these achievements, the Committee awarded total direct compensation of $17.4 million. NEIL A. CHAPMAN, SENIOR VICE PRESIDENT Mr. Chapman is responsible for the Upstream business, Global Trading, and the enterprise-wide Technology and Engineering functions. In 2024, Mr. Chapman provided strategic and executive oversight in the following areas: Operations: Sustaining focus on Upstream industry LTIR leadership and contractor trend3, 20% improvement in heritage operations; 6th consecutive year of reduced Upstream operated emissions intensity6; zero routine flaring in heritage Permian operations since 202226. Financial: Delivered Upstream earnings of $25.4 billion; delivered on commitment of $6.3 billion in structural cost savings17, 18, driven by divestments and operating efficiencies. Energy transition: Through continued leadership focus, remain on track with 2030 net-zero $19.1M Scope 1 and 2 plans for heritage Permian operations, developing roadmap for heritage Pioneer to achieve net-zero by 2035, accelerating 15 years vs. pre-acquisition target. Business portfolio: 0 Completed acquisition of Pioneer, ~50% faster than similar deals in recent years, doubling Permian 93% variable pay at risk footprint and creating industry-leading undeveloped U.S. unconventional inventory position0 Driving improved production mix through strategic divestments and sustained investment in advantaged assets; grew Guyana and Permian production by 680 Koebd vs. 2023; sustained industry-leading project delivery and operations performance in Guyana, FPSO 1, 2, and 3 exceeding investment basis and FPSO 3 ahead of schedule, with FPSOs 4 and 5 on schedule for respective start-ups; progressed global LNG growth strategy with Mozambique Rovuma securing funding and entering Front End Engineering Design (FEED); ongoing scale-up of technology deployed to improve capital efficiency by 20% and recovery by 7% 0 Enterprise Technology and Engineering organizations delivering ongoing cost savings and driving scalable high-value technology deployment and investment across business lines 0 Strengthened trading capabilities to maximize value from our world-scale asset portfolio; further leveraged Corporate advantages to capture additional earnings and grew optionality by adding third-party volumes to our portfolio In acknowledgement of these achievements, the Committee awarded total direct compensation of $19.1 million.
Item 3 – Advisory Vote to Approve Executive Compensation
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Item 3 – Advisory Vote to Approve Executive Compensation
JACK P. WILLIAMS, JR., SENIOR VICE PRESIDENT Mr. Williams is responsible for the Product Solutions business, as well as enterprise-wide Supply Chain and Global Projects functions. In 2024, Mr. Williams provided strategic and executive oversight in the following areas: Operations: Record low, industry-leading Downstream and Chemical LTIR performance3, 5; Salary 7% best reliability since 2021, driven by record Chemical manufacturing performance; continued consistent delivery of 1Q turnaround performance in duration and cost, completed 2024 turnarounds at 72% of previous cycle27. Financial: Delivered $9.7 billion of earnings from Energy, Chemical, and Specialty Products; delivered on commitment of $5.6 billion in structural efficiencies by year-end 202417, 18; $19.1M improving earnings potential ~2x vs. 2019 on constant margin basis. Energy transition: Refining and chemical businesses among the lowest in industry for GHG intensity28; progressing activities to support GHG intensity reduction by ~10% in operated Scope 1 and 2 emissions intensity by 2030 (vs. 2016)22. 93% variable pay at risk Business portfolio: 0 Delivering on commitment to strengthen value and overall competitiveness, increased high-value product sales to record level, representing ~35% of earnings; progressed advantaged projects for successful start-ups in 2025; established plans to enter new high-value markets with advantaged products: ProxximaTM products and carbon materials, which transforms low-value fuel components into high-performance, high-demand materials critical to the energy transition0 Global Projects safely executed highest annual work hours since formation (~55M work hours); 90% of projects benchmarked in 1Q29, driving ~$10 billion in cost savings through 203030; 2024 project portfolio outperformed plan and below budget, with largest portfolio of advantaged projects in the last decade 0 Supply Chain delivered $0.5 billion of structural efficiencies and $1 billion of working capital reduction by developing scalable solutions, streamlined processes, and advanced analytics across global supply chain activities In acknowledgement of these achievements, the Committee awarded total direct compensation of $19.1 million. Angela F. Braly Chair, Compensation Committee Exxon Mobil Corporation In 2024, the Company delivered industry-leading business results across all performance dimensions. It strengthened its portfolio through growth of advantaged projects and acquisitions, including the transformational merger with Pioneer, and growth in new markets with ProxximaTM products and carbon materials. Our executives' pay is directly linked to the Company's commitment to drive sustainable growth in shareholder value while meeting society's needs for energy and essential products and positioning the Company for long-term success in a lower-emission future. The Company's long-term strategy reflects its continued commitment to meeting society's needs for energy, essential products, and reduced emissions. Every element of executive pay is directly tied to performance across all performance dimensions and progress against plan goals and objectives, which are reflective of the Company's long-term strategic objectives. This ensures alignment with your interests as a shareholder. Your valuable input has provided us the opportunity to continue to refine and enhance our disclosure, ensuring it provides transparency on the Compensation Committee's pay deliberations, and clarity on how performance against the Company's strategic objectives drives pay outcomes. I look forward to our continued engagement and hope you will join the Board in voting "FOR" Item 3.
Item 3 – Advisory Vote to Approve Executive Compensation
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Item 3 – Advisory Vote to Approve Executive Compensation
OTHER COMPENSATION ELEMENTS RETIREMENT PLANS The Company's approach to talent development stems from the need to develop future leaders broadly and deeply given the complexity and long-term nature of the business. Retirement plans support the Company's talent management approach and are designed to attract and retain talent for a career. See our Investing in People supplement for more information.7 Retirement plans include: 0 Defined contribution plans, such as the Company's savings plans, that are attractive to new hires who can begin building an account balance immediately; and 0 Defined benefit plans, such as the Company's pension plans, that help retain mid- and late-career employees until retirement age. These are viewed as the primary vehicles for retirement planning. Retirement plans also strengthen commitment to high performance standards. Salary and bonus amounts that form the basis for these plans are determined by individual performance. Named Executive Officers participate in the same savings and pension plans as all other U.S.-dollar-paid professional employees. Change-in-control is not a triggering event under any ExxonMobil benefit plan. Below are brief descriptions of the plans. See the Pension Benefits and Nonqualified Deferred Compensation sections on pages 75 to 77 for more details. Savings Plans Pension Plans Qualified 0 ExxonMobil Savings Plan (EMSP) provides company- 0 ExxonMobil Pension Plan (EMPP) provides a matching contribution of 7% of eligible salary if pension benefit when leaving the Company if age, employee contributes minimum 6% of salary service, and other provisions under the plan are met 0 Subject to U.S. Internal Revenue Code limits on 0 Subject to U.S. Internal Revenue Code limits on amount of pay taken into account and total amount compensation included and benefits paid of contributions Nonqualified 0 Supplemental Savings Plan (SSP) provides 0 Supplemental Pension Plan (SPP) provides continuation of Company-matching contributionpension benefits that cannot be paid from EMPP of 7% of eligible salary that would not otherwise due to U.S. Internal Revenue Code limits be made to the qualified Savings Plan due to U.S. Internal Revenue Code limits 0 Additional Payments Plan (APP) provides pension benefits tied to annual cash bonus 0 Does not permit employee contributions
Item 3 – Advisory Vote to Approve Executive Compensation
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Item 3 – Advisory Vote to Approve Executive Compensation
SHARE UTILIZATION The Compensation Committee establishes a ceiling for performance share awards on an annual basis. The overall number of shares underlying awards granted in 2024 represents dilution of 0.2%. This dilution results in a lower relative impact on earnings per share at time of grant versus compensation benchmark companies and is 65% below the average of compensation benchmark companies, based on historical grant patterns. GRANTING PRACTICES The Compensation Committee grants annual incentive awards to the Company's senior executives at its regular November meeting. A committee comprised of ExxonMobil's CEO and Management Committee grants incentive awards to other eligible employees within the parameters of the bonus and performance share award ceilings approved by the Compensation Committee. Annual grants are made on a schedule aligned with the schedule of the Compensation Committee. The Committees may also grant awards as needed based on personnel developments within the parameters of the award ceilings approved by the Compensation Committee in November. The Company's compensation program does not include granting stock options. No stock options have been granted since 2001 and there are no plans to make such grants in the future. TAX MATTERS The Company does not provide tax assistance for either bonus or performance share awards. Starting in 2018, the U.S. Internal Revenue Code was amended so that annual compensation, including performance-based compensation, in excess of $1 million paid to the CEO, the Principal Financial Officer, and the other three most highly paid executives is not tax deductible by the Corporation, with an exception for compensation and benefits awarded or accrued prior to November 2017. Executives may not elect to defer any element of compensation. Nonqualified pension and other benefits have been designed in a manner intended to avoid additional taxes that could potentially be imposed on the recipients of such amounts by Section 409A of the U.S. Internal Revenue Code. This is achieved by setting the form and timing of distributions to eliminate executive and Company discretion. This section is based on the Company's interpretation of current U.S. tax laws.
Item 3 – Advisory Vote to Approve Executive Compensation
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Item 3 – Advisory Vote to Approve Executive Compensation
RISK AND GOVERNANCE Executive Stock 0 Long restriction periods on performance shares result in executives maintaining significant Ownership stock ownership during employment and for 10 years into retirement, the majority of which remain unvested 0 Stock ownership far exceeds the typical standard ownership guideline of 6 times base salary 0 Actual CEO stock ownership is 98 times salary resulting from 84% of unvested shares; similarly, stock ownership for other Named Executive Officers ranges from 46 to 82 times salary; at retirement, the CEO and other Named Executive Officers will have approximately 70% of unvested shares outstanding that will vest over a 10-year period 0 Average stock ownership of all U.S.-dollar-paid executive officers is 47 times salary Significant 0 Uniquely long restriction periods on performance shares substantially increase the percentage Pay-at-Risk of career compensation at risk well into retirement 0 Unvested performance share awards cannot be used as collateral for any purpose Strong Forfeiture 0 Unvested performance share awards are at risk of forfeiture in the event of early retirement Provisions and/or detrimental activity, including up to 10 years into retirement, if such activity occurs or is discovered after retirement 0 In the event of retirement prior to age 65 but after eligibility for early retirement (i.e., at least 55 years of age with at least 15 years of service), the Compensation Committee, in the case of an executive officer, must approve the retention of awards. Forfeiture provisions remain in place until an award has vested, including those that vest post retirement Clawback Policies 0 In the event of a material negative restatement of ExxonMobil's reported financial or operating results, the Board is authorized to take actions as it deems necessary and appropriate, including the recoupment (clawback) of any bonus paid to an executive officer 0 Policies, found under the Governance section of ExxonMobil.com, reflect the Company's high ethical standards and strict compliance with accounting and other regulations applicable to public companies, including compliance with NYSE Rule 10D-1 Anti-Hedging/ 0 Company policy prohibits all active executive, management, professional, or technical Derivative Policy employees and directors from being a party to a derivative or similar financial instrument, including puts, calls, or other options, future or forward contracts, or equity swaps or collars, on ExxonMobil common stock or trading in the oil or natural gas futures markets Annual Assessment of 0 Compensation Committee reviews the effectiveness and competitiveness of the compensation Compensation Design program design annually; this includes a periodic assessment of alternate methodologies 0 During this annual review, the Committee also considers the insights gained from extensive shareholder engagement throughout the year Independent 0 Compensation Committee utilizes the expertise of an external independent consultant Compensation 0 For more information, see page 38 Consultant
Item 3 – Advisory Vote to Approve Executive Compensation
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Item 3 – Advisory Vote to Approve Executive Compensation
No Employment 0 CEO and other Named Executive Officers are "at-will" employees and as such do not have Contracts employment contracts, severance agreements, or change-in-control arrangements with No Severance the Company Agreements 0 Eliminates any real or perceived "safety net" with respect to job security and increases the risk and consequences to the individual for performance that does not meet the No Change-in-Control highest standards Arrangements No Guaranteed 0 Bonus subject to year-on-year change in earnings performance; remains at risk Bonuses 0 Demonstrated by bonus program suspension in 2020; no award granted No Additional Stock 0 Compensation Committee sets the size of the performance share program and does not Grants to Balance support a practice of offsetting a loss or gain in the value of prior performance share grants Losses in Value by the value of current-year grants 0 Such a practice would minimize the risk/reward profile of stock-based awards and undermine the long-term view that executives are expected to adopt No Accelerated 0 Performance shares are not subject to acceleration, not even at retirement, except in the Vesting at Retirement case of death 0 Unvested performance shares cannot be used as collateral for any purpose COMPENSATION PROGRAM UNDERPINNED BY STRONG GOVERNANCE PRACTICES THAT DISCOURAGE INAPPROPRIATE RISK TAKING
Item 3 – Advisory Vote to Approve Executive Compensation
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Item 3 – Advisory Vote to Approve Executive Compensation
FREQUENTLY USED TERMS Please also read the Footnotes on page 69 and the additional Frequently Used Terms in Exhibit A starting on page 90 for important information, including additional definitions and reconciliation of non-GAAP measures. Performance Share Program is the terminology used to describe our long-term award program to better reflect the strong connection between performance and pay. Compensation Benchmark Companies consist of AT&T, Boeing, Chevron, Ford, General Electric, General Motors, IBM, Johnson & Johnson, Pfizer, Procter & Gamble, RTX, and Verizon. These are the same companies noted in the 2024 Proxy Statement. Reported Pay is total compensation as reported in the Summary Compensation Table. Total Direct Compensation is compensation granted during the year, including salary, bonus, and the grant date fair value of performance shares. Realized Pay is compensation actually received by the CEO during the year, including salary, cash bonus, market value at vesting of previously granted stock-based awards, and All Other Compensation amounts realized during the year. It excludes unvested grants, change in pension value, and other amounts that will not actually be received until a future date. Amounts for compensation benchmark companies include salary, bonus, payouts of non-equity incentive plan compensation, and All Other Compensation as reported in the Summary Compensation Table, plus value realized on option exercise or stock vesting as reported in the Option Exercises and Stock Vested table. It excludes unvested grants, change in pension value, and other amounts that will not actually be received until a future date, as well as any retirement-related payouts from pension or nonqualified compensation plans. Unrealized Pay is calculated on a different basis than the grant date fair value of awards used in the Summary Compensation Table. Unrealized Pay includes the value based on each compensation benchmark company's closing stock price at fiscal year-end 2023 of unvested restricted stock awards; unvested long-term share- and cash-performance awards, valued at target levels; and the "in the money" value of unexercised stock options (both vested and unvested). If a CEO retired during the period, outstanding equity is included assuming that unvested awards, as of the retirement date, continued to vest pursuant to the original terms of the award. Share-denominated equity grants are based on a fixed number of shares; aligns award values with shareholder outcomes. ExxonMobil uses this approach; results in a greater degree of volatility than a dollar-denominated approach. Dollar-denominated equity grants are based on target dollar value with underlying units adjusted to achieve target value; results in less volatility than a share-denominated award. Corporate Officers refers to the Company's senior management team and includes, but is not limited to, the Corporation's "Executive Officers" as defined by SEC rules. The term includes persons who may be officers of affiliates, not of Exxon Mobil Corporation, and does not include all persons holding ExxonMobil officer titles. Stock Ownership includes vested shares, unvested restricted shares, and shares underlying unvested restricted stock units. Return on Average Capital Employed (ROCE, return on capital employed) for the Corporation is net income attributable to ExxonMobil excluding the after-tax cost of financing, divided by total corporate average capital employed. For this purpose, capital employed means the Corporation's net share of property, plant and equipment, and other assets less liabilities, excluding both short-term and long-term debt. For additional information, see Exhibit A starting on page 90. Cash Flow from Operations and Asset Sales (CFOAS) is the sum of the net cash provided by operating activities and proceeds from asset sales and returns of investments from the Consolidated Statement of Cash Flows. For additional information, see Exhibit A starting on page 90. Total Shareholder Return (TSR) measures the change in value of an investment in common stock over a specified period of time, assuming dividend reinvestment. For additional information, see Exhibit A starting on page 90. ROCE (%) CFOAS ($)* TSR (%) Financial Performance 10-yr avg 10-yr avg 2024 10-yr avg 5-yr avg 3-yr avg 2024 ExxonMobil 9.1 43.4 60.0 6.1 14.5 25.0 11.3 Chevron 6.6 30.2 39.2 7.0 8.5 11.5 1.4 Shell 6.0 47.7 55.3 4.8 5.7 17.6 -0.8 TotalEnergies 7.2 30.4 33.8 6.7 6.3 9.3 -15.1 BP 2.3 26.4 29.2 3.5 0.7 8.6 -11.8 *dollars in billions
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Item 3 – Advisory Vote to Approve Executive Compensation
FOOTNOTES 1 Total Direct Compensation, Realized Pay, and Unrealized Pay are defined in the Frequently Used Terms on page 68. The Frequently Used Terms also identify the compensation benchmark companies. For consistency, CEO compensation versus compensation benchmark companies as discussed on pages 49 and 61 is based on compensation as disclosed in the Summary Compensation Table of the proxy statements as of July 31, 2024. Benchmark company data for 2024 not available at time of publication. 2 Integrated Oil Company (IOC) peers: BP, Chevron, Shell, and TotalEnergies. 3 Our workforce Lost-Time Incident Rate for 2020-2024 was 0.02 per 200,000 work hours, based on ExxonMobil 2020, 2021, 2022, 2023, and 2024 full-year performance data as of January 17, 2025. Performance data may include rounding. Incidents include injuries and illnesses. ExxonMobil workforce includes employees, contractors, and recent acquisitions (Denbury data beginning November 2, 2023, and Pioneer data beginning May 3, 2024). 4 Industry benchmark: International Association of Oil & Gas Producers (IOGP) safety performance indicators and American Fuel & Petrochemical Manufacturers (AFPM) Report of Occupational Injuries and Illnesses are the Upstream and Downstream industry benchmarks, respectively. IOGP safety performance indicators data converted from incidents per 1,000,000 work hours to incidents per 200,000 work hours. ExxonMobil analysis of data published by AFPM and IOGP. 2024 industry data not available at time of publication. Performance data may include rounding. 5 In addition, see publicly available industry data for industry peer comparators Chevron, Shell, and TotalEnergies reported on a per million hour work basis and converted to 200,000 work hour basis for comparison, 2020-2023. 6 ExxonMobil 2030 GHG emission-reduction plans are intensity-based and for Scope 1 and 2 greenhouse gas emissions from operated assets compared to 2016 levels. ExxonMobil's reported emissions, reductions, and avoidance performance data are based on a combination of measured and estimated emissions data using reasonable efforts and collection methods. Calculations are based on industry standards and best practices, including guidance from the American Petroleum Institute (API) and Ipieca. There is uncertainty associated with the emissions, reductions, and avoidance performance data due to variation in the processes and operations, the availability of sufficient data, quality of those data, and methodology used for measurement and estimation. Performance data may include rounding. Changes to the performance data may be reported as part of the Company's annual publications as new or updated data and/or emission methodologies become available. We are working to continuously improve our performance and methods to detect, measure, and address greenhouse gas emissions. ExxonMobil works with industry, including API and Ipieca, to improve emission factors and methodologies, including measurements and estimates. Scope 1 and 2 emissions and intensity totals are calculated using market based method for Scope 2. For additional information, see https://corporate.exxonmobil.com/news/news-releases/2021/1201_exxonmobil-announces-plans-to-2027-doubling[1]earnings-and-cash-flow-potential-reducing-emissions. 7 For more information on our Corporate Plan to 2030, visit our website at investor.exxonmobil.com/2024-corporate-plan-update. Additional information on the Annual Report included with ExxonMobil's 2025 Proxy Statement is available on our website at exxonmobil.com/annualreport. See also Advancing Climate Solutions, Sustainability Report, and Investing in People supplement available at exxonmobil.com. These reports are for information only and are not incorporated as part of the 2025 Proxy Statement. 8 Assumes no change to salary or award grant versus 2024, until age 65 retirement. 9 Bonus program is based on estimate of year-end earnings made in November of each year, such that payment can occur in that calendar year. The purpose of the two-thirds adjustment in the formula is to mitigate the impact of commodity price swings on short-term earnings performance. 10 Compensation benchmark companies are the same companies noted in the 2024 Proxy Statement. See Frequently Used Terms for a full list of benchmark companies. Revenue data represents the fiscal year ending in 2024. Excludes sales-based taxes and intersegment revenues. 11 Compensation Benchmark Comparator 2023 bonus maximum average 400% of salary. Maximum calculated for each benchmark company based on public information, resulting value divided by 2023 salary. 2024 data for benchmark companies not available at time of publication. 12 Performance data as of January 17, 2025, including recent acquisitions (Denbury data beginning November 2, 2023, and Pioneer data beginning May 3, 2024). Based on ExxonMobil analysis of the actual consequences of process safety events. May include events classified as greater or lesser consequence (i.e., Tier 1 or Tier 2) under API Recommended Practice 754. For more information on process safety at ExxonMobil, see our Sustainability Report. 13 ExxonMobil data includes hydrocarbon, drilling fluid, and chemical spills greater than 1 barrel (bbl). Based on performance data as of February 12, 2025, including recent acquisitions (Denbury data beginning November 2, 2023, and Pioneer data beginning May 3, 2024). 14 Capacity loss characterizes actual controllable production levels versus the established demonstrated capacity of the operations. 15 Competitor data estimated on a consistent basis with ExxonMobil and based on public information. For definitions and data points, see Frequently Used Terms and Financial Performance table, as well as Exhibit A starting on page 90 for additional definitions and reconciliation of non-GAAP measures. 16 Growth rate of an investor's holdings with reinvestment of dividends. For definitions and data points, see Frequently Used Terms and Financial Performance table on page 68. 17 Versus 2019; excludes recent acquisitions of Denbury (November 2023) and Pioneer (May 2024). 18 See Exhibit A starting on page 90 for information on structural cost savings. 19 Total capex of $28 billion in 2024, within communicated guidance. Cash capex in the range of $27-$29 billion in 2025 and $28-$33 billion annually from 2026-2030. 20 Based on comparison of 2024 emissions intensity performance of Liza Unity, Liza Destiny, and Payara Prosperity to publicly available data, third-party sources (Rystad for oil and flowing gas), and ExxonMobil analysis. 21 Calculations for full-life cycle investment returns are based on ExxonMobil internal plans for major projects and include internal price assumptions. 22 Downstream and Chemical operated assets. 23 "End-to-end CCS system" entails integration of CO2 capture, transportation, and storage. 24 The Baytown hydrogen project is pre-FID. Final investment decision anticipated in 2025 subject to final 45V regulations for hydrogen production credits. 25 Using the latest set of full-year performance data as of March 1, 2025. 26 References to routine flaring herein are consistent with the World Bank's Zero Routine Flaring by 2030 Initiative/Global Gas Flaring Reduction Partnerships (GGFRP) principle of routine flaring, and excludes safety and non-routine flaring. 27 First-quartile cost and schedule performance based on Solomon Associates benchmarking and ExxonMobil analysis. 28 Based on Scope 1 and 2 emissions of ExxonMobil operated assets. Refining performance results based on ExxonMobil analysis of 2020 Solomon Associates' proprietary Carbon Emissions Index; Chemicals performance results based on ExxonMobil analysis of key competitors' publicly available information; annual data (2016-2023). 29 Based on third party benchmarking results from Independent Project Analysis (IPA). 30 Since Global Projects formation in 2019. Statements regarding plans, objectives, and other future events or conditions are forward-looking statements. See the "Cautionary Statement" included in Exhibit A starting on page 90 for important additional information about these statements, including factors that could cause actual results to differ materially.
Item 3 – Advisory Vote to Approve Executive Compensation
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Item 3 – Advisory Vote to Approve Executive Compensation
EXECUTIVE COMPENSATION TABLES SUMMARY COMPENSATION TABLE FOR 2024 Change in Pension Value and Nonqualified Non-Equity Deferred Stock Option Incentive Plan Compensation All Other Name and Salary Bonus Awards Awards Compensation Earnings Compensation Total Principal Position Year ($)1 ($)2 ($)3 ($) ($) ($)4 ($)5 ($) D.W. Woods 2024 1,969,000 4,548,000 26,721,000 0 0 10,417,644 396,893 44,052,537 Chairman and CEO 2023 1,875,000 4,787,000 23,199,750 0 0 5,922,953 1,135,195 36,919,898 2022 1,703,0006,382,000 24,939,000 0 0 2,506,363 378,868 35,909,231 K.A. Mikells 2024 1,276,000 2,875,000 13,253,616 0 0 1,417,238 90,577 18,912,431 Senior Vice President; CFO 2023 1,221,000 3,154,000 12,146,358 0 0 1,119,807 406,391 18,047,556 2022 1,100,0004,376,000 13,744,160 0 0 701,823 91,842 20,013,825 N.A. Chapman 2024 1,259,000 3,118,000 14,726,240 0 0 6,423,300 168,167 25,694,707 Senior Vice President 2023 1,199,000 3,282,000 12,785,640 0 0 4,107,361 541,441 21,915,442 2022 1,100,000 4,035,000 12,369,744 0 0 3,566,197 113,653 21,184,594 J.P. Williams, Jr. 2024 1,271,000 3,118,000 14,726,240 0 0 6,045,333 241,057 25,401,630 Senior Vice President 2023 1,210,000 3,282,000 12,785,640 0 0 5,279,287 380,389 22,937,316 2022 1,100,000 4,206,000 13,056,952 0 0 3,764,611 94,331 22,221,894 K.T. McKee 2024 1,116,200 2,659,000 12,208,528 0 0 7,399,058 91,231 23,474,017 President, ExxonMobil 2023 1,063,000 2,799,000 10,599,708 0 0 5,545,285 87,304 20,094,297 Product Solutions 2022 908,500 3,617,000 11,205,924 0 0 4,144,445 79,936 19,955,805 TOTAL DIRECT COMPENSATION The following pro forma table displays total direct compensation, which includes salary, bonus, and stock award value. In its pay deliberations, the Compensation Committee considers total direct compensation as it excludes the volatility that results from changes in pension value and all other compensation. See pages 60 to 63 for details. Total DirectSalaryBonusStock Awards Compensation Name Year($)1($)2($)3($) D.W. Woods 2024 1,969,000 4,548,000 26,721,000 33,238,000 2023 1,875,000 4,787,000 23,199,750 29,861,750 2022 1,703,000 6,382,000 24,939,000 33,024,000 K.A. Mikells 2024 1,276,000 2,875,000 13,253,616 17,404,616 2023 1,221,000 3,154,000 12,146,358 16,521,358 2022 1,100,000 4,376,000 13,744,160 19,220,160 N.A. Chapman 2024 1,259,000 3,118,000 14,726,240 19,103,240 2023 1,199,000 3,282,000 12,785,640 17,266,640 2022 1,100,000 4,035,000 12,369,744 17,504,744 J.P. Williams, Jr. 2024 1,271,000 3,118,000 14,726,240 19,115,240 2023 1,210,000 3,282,000 12,785,640 17,277,640 2022 1,100,000 4,206,000 13,056,952 18,362,952 K.T. McKee 2024 1,116,200 2,659,000 12,208,528 15,983,728 2023 1,063,000 2,799,000 10,599,708 14,461,708 2022 908,500 3,617,000 11,205,924 15,731,424
Item 3 – Advisory Vote to Approve Executive Compensation
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Item 3 – Advisory Vote to Approve Executive Compensation
1 Salary. Effective January 1, 2025, the annual salary was increased for Mr. Woods to $2,058,000; Ms. Mikells to $1,321,000; Mr. Chapman to $1,316,000; Mr. Williams to $1,328,000; and Ms. McKee to $1,166,400. For more detail on the design of the salary program and determinations made by the Compensation Committee in 2024, see page 56. 2 Bonus. The 2024 bonus was paid in cash at time of grant. For more details on the design of the bonus program and determinations made by the Compensation Committee in 2024, see page 56. 3 Stock Awards. In accordance with disclosure regulations, the valuation of stock awards in this table represents the grant date fair value, which is equal to the number of performance shares awarded times the grant price. The grant price is the average of the high and low sale prices on the NYSE on the date of grant. Grant Date Grant Price ($) November 26, 2024 118.76 November 29, 2023 103.11 November 30, 2022 110.84 Dividend equivalents paid on performance share awards are reflected in the grant date fair value and, therefore, not shown in the table. For more details on the design of the performance share program and determinations made by the Compensation Committee in 2024, see pages 54 to 55 and notes to the tables on pages 73 and 74. 4 Change in Pension Value and Nonqualified Deferred Compensation. The amounts shown in the Summary Compensation Table solely represent the positive change in pension value. SEC regulations do not allow for inclusion of negative pension amounts in the Summary Compensation Table. The Company's nonqualified deferred compensation plan (Supplemental Savings Plan) does not permit accrual of above-market or preferential earnings. The change in pension value for 2024 is the increase between year-end 2023 and year-end 2024 in the present value of each executive's pension benefits under the plans. The following table provides a breakdown of the underlying factors impacting the change in pension value for 2024. For a description of the pension plans and the present value calculation, see pages 64 and 76. D.W. Woods K.A. Mikells N.A. Chapman J.P. Williams, Jr. K.T. McKee Factors $ % $ % $ % $ % $ % Interest Rates 2,853,273 7 181,166 9 2,211,294 7 2,160,774 7 1,359,896 6 Final Average Bonus 3,218,776 8 218,574 11 3,221,045 10 3,093,604 9 3,279,813 16 Final Average Salary 810,416 2 32,783 2 825,620 2 529,493 2 978,464 5 Age and Service 3,535,179 9 984,715 49 165,341 0 261,462 1 1,780,885 9 Change in Value 10,417,644 26 1,417,238 71 6,423,300 19 6,045,333 19 7,399,058 36
Item 3 – Advisory Vote to Approve Executive Compensation
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Item 3 – Advisory Vote to Approve Executive Compensation
5 All Other Compensation. The following table breaks down the amounts included in the All Other Compensation column of the Summary Compensation Table for 2024. Personal Use Life Savings Personal of Company Financial Name Insurance ($) Plan ($) Security ($) Aircraft ($) Planning ($) Relocation ($) Total ($) D.W. Woods 0 137,830 97,904 148,758 12,401 0 396,893 K.A. Mikells 0 89,320 1,257 0 0 0 90,577 N.A. Chapman 39,727 88,130 28,506 0 0 11,804 168,167 J.P. Williams, Jr. 0 88,970 1,739 0 12,401 137,947 241,057 K.T. McKee 0 78,134 696 0 12,401 0 91,231 Life Insurance. Messrs. Woods and Williams, and Mmes. Mikells and McKee participate in the Company's broad-based employee life insurance program that provides coverage that equals 2 times base salary as an active employee. As permitted by disclosure regulations, the premium cost for a broad-based employee life insurance program is not required to be reported and therefore is excluded from this table. Mr. Chapman participates in the Company's senior executive term life insurance program that provides coverage of 4 times base salary until age 65 and a declining multiple thereafter until age 75, at which point the multiple remains at 2.5 times salary. The Company eliminated this program for all newly eligible senior executives as of October 2007. For executives with senior executive term life insurance coverage, the premium cost in any year depends on overall financial and mortality experience under the group policy. The amount shown is based on Internal Revenue Code tables used to value the term cost of such coverage. This valuation is applied since the actual life insurance premium is a single payment for a large group of executives that does not represent the cost of insuring one specific individual. Savings Plan. The Named Executive Officers participate in the same savings plan program as other U.S.-dollar-paid employees. The amount shown is the value of Company-matching contributions under ExxonMobil's tax-qualified savings plan and Company credits under the related nonqualified supplemental plan. For a description of the savings plan, see page 64. The value of the credits to the nonqualified supplemental plan is also disclosed in the Nonqualified Deferred Compensation table on page 77. Personal Security. The Company provides security for all employees, as appropriate based on an assessment of risk, which includes consideration of the employee's position and work location. Personal security for employees is aligned with the intent of the Company's security program to help employees securely and safely conduct business. The Company does not consider such security costs to be personal benefits because they arise from the nature of the employee's employment by the Company. However, disclosure regulations require certain security costs be reported as personal benefits for the CEO and other Named Executive Officers in the Summary Compensation Table. Due to the public profile of the CEO and Named Executive Officer roles and credible threat assessment, the following security services were provided and the associated costs shown in the table: security systems at primary residences; security services and personnel during travel, car and security driver. Security costs related to travel for business purposes are not included. The car provided for security reasons is valued based on the annualized cost or lease cost of the vehicle plus maintenance and fuel. Reported costs for rental cars utilized for security reasons during personal travel are the actual incremental costs. For security personnel employed by the Company, the cost is the actual incremental cost of expenses incurred by the security personnel. Total salary, wages, and benefits are not allocated because the Company already incurs these costs for business purposes. For security contractors, the cost is the actual incremental cost of such contractors associated with the executive's personal time. For Mr. Woods, the amount shown includes: - $44,703 for residential security; - $31,906 for security costs related to personal travel; and - $21,295 for the cost of the car provided for security reasons as described above.
Item 3 – Advisory Vote to Approve Executive Compensation
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Item 3 – Advisory Vote to Approve Executive Compensation
Aircraft. Similarly, based on the same security considerations, the Board requires the Chairman and CEO to use the Company aircraft for both business and personal travel. The Board considers these costs necessary security-related business expenses rather than perquisites. Per the disclosure regulations, the incremental cost of aircraft usage for personal travel is reported. Incremental cost for personal use of the aircraft is based on direct operating costs (fuel, airport fees, incremental pilot costs, etc.) and does not include capital costs of the aircraft since the Company already incurs these costs for business purposes. The combined cost of car and aircraft for personal use due to security considerations, is at the 45th percentile of benchmark companies based on 2023 data (2024 benchmark data not disclosed at time of publication). Financial Planning. The Company provides financial planning services to senior executives, including tax preparation. This benefit is valued based on the actual charge for the services. The Company eliminated this benefit for all newly eligible senior executives as of January 2021. The Company continues to make a broad-based financial planning program available for all U.S.-dollar-paid employees. Relocation. The Company provides relocation assistance to all eligible employees on a consistent basis. Relocation costs in 2024 are the result of the closure of the office in Irving, Texas, and relocation of personnel to Spring, Texas during summer of 2023; Named Executive Officers received the same relocation assistance as all other employees. Of the amount shown for Messrs. Chapman and Williams, $4,645 and $62 are for tax reimbursement related to these relocation payments, respectively. GRANTS OF PLAN-BASED AWARDS FOR 2024 All Other All Other Estimated Estimated Stock Option Future Payouts Future Payouts Awards: Awards: Exercise Grant Date Under Non-Equity Under Equity Number of Number of or Base Fair Value Incentive Plan Awards Incentive Plan Awards Shares of Securities Price of of Stock and Stock or Underlying Option Option Threshold Target Maximum Threshold Target Maximum Units Options Awards Awards Name Grant Date ($) ($) ($) (#) (#) (#) (#) (#) ($/Sh) ($) D.W. Woods 11/26/2024 0 0 0 0 0 0 225,000 0 0 26,721,000 K.A. Mikells 11/26/2024 0 0 0 0 0 0 111,600 0 0 13,253,616 N.A. Chapman 11/26/2024 0 0 0 0 0 0 124,000 0 0 14,726,240 J.P. Williams, Jr. 11/26/2024 0 0 0 0 0 0 124,000 0 0 14,726,240 K.T. McKee 11/26/2024 0 0 0 0 0 0 102,800 0 0 12,208,528 In 2024, performance share grants were made in the form of restricted stock units. Each stock unit represents one share of ExxonMobil common stock. Performance shares granted to Named Executive Officers may be settled only in stock. During the restricted period, the executive receives a cash payment on each performance share corresponding to the cash dividends paid on an outstanding share of ExxonMobil stock. Unlike common stock, performance shares granted in stock units do not carry voting rights prior to settlement. The performance shares will be subject to restriction for 50% of the shares until 5 years after grant and for the balance of the shares until 10 years after grant. The restricted periods may not be accelerated except in the case of death. The grant date of November 26, 2024, is the same as the date on which the Compensation Committee of the Board met to approve the annual awards. For details of grant date fair value, see page 71. For more information on performance shares and details regarding ExxonMobil's restrictions and forfeiture provisions, see pages 54, 55, and 66.
Item 3 – Advisory Vote to Approve Executive Compensation
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Item 3 – Advisory Vote to Approve Executive Compensation
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024 Option Awards Stock Awards Equity Equity Incentive Incentive Plan Awards: Equity Incentive Plan Awards: Market or Plan Awards: Number of Payout Value Number of Number Market Value Unearned of Unearned Number of Number of Securities of Shares of Shares Shares, Units Shares, Units Securities Securities Underlying or Units of or Units of or Other or Other Underlying Underlying Unexercised Option Stock That Stock That Rights That Rights That Unexercised Unexercised Unearned Exercise Option Have Not Have Not Have Not Have Not Options (#) Options (#) Options Price Expiration Vested Vested Vested Vested Name Exercisable Unexercisable (#) ($) Date (#) ($) (#) ($) D.W. Woods 0 0 0 0 - 1,498,550 161,199,024 0 0 K.A. Mikells 0 0 0 0 - 539,800 58,066,286 0 0 N.A. Chapman 0 0 0 0 - 824,700 88,712,979 0 0 J.P. Williams, Jr. 0 0 0 0 - 804,800 86,572,336 0 0 K.T. McKee 0 0 0 0 - 445,750 47,949,328 0 0 Performance shares shown in the table above include both restricted stock and restricted stock units. The market value is based on the 2024 year-end closing stock price of $107.57. This value has not been risk adjusted. Restricted stock awards have substantially the same terms as restricted stock units, except that restricted stock carries voting rights the same as common stock. Performance shares granted prior to 2020 included additional restriction on the 10-year portion such that vesting is delayed until retirement if later than 10 years. For Ms. McKee, the table above includes 15,700 performance shares that were granted before she became an executive officer, and are subject to a different vesting schedule than her current and more recent awards, but otherwise have the same terms as awards granted to other executive officers. These remaining outstanding performance shares vest in seven years from grant date. For more information regarding the performance share program, see pages 54 and 55, and notes to the table on page 73. The following table shows the dates on which the respective restricted periods for the performance shares shown in the table above expire, assuming the awards are not forfeited and the executive is living when the restrictions lapse. Date Restrictions Lapse and Number of Performance Shares 2030 and Later, Including Beyond Name 2025 2026 2027 2028 2029 Retirement D.W. Woods 102,500 107,500 112,500 112,500 112,500 951,050 K.A. Mikells 0 93,200 62,000 58,900 55,800 269,900 N.A. Chapman 47,900 53,200 55,800 62,000 62,000 543,800 J.P. Williams, Jr. 42,550 53,200 58,900 62,000 62,000 526,150 K.T. McKee 37,950 30,600 50,550 51,400 51,400 223,850
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Item 3 – Advisory Vote to Approve Executive Compensation
OPTION EXERCISES AND STOCK VESTED FOR 2024 Option Awards Stock Awards Number of Shares Value Realized Number of SharesValue Realized Name Acquired on Exercise (#) on Exercise ($) Acquired on Vesting (#)on Vesting ($) D.W. Woods 0 0 90,000 10,688,400 K.A. Mikells 0 0 0 0 N.A. Chapman 0 0 47,900 5,688,604 J.P. Williams, Jr. 0 0 42,550 5,053,238 K.T. McKee 0 0 30,050 3,556,028 In 2024, restrictions lapsed on 50% of performance share awards that were granted in 2019 for Messrs. Woods, Chapman, and Williams. For Ms. McKee, restrictions lapsed on 50% of performance share awards that were granted in 2017 and 2019. The number of shares acquired on vesting is the gross number of shares to which the award relates. The value realized is the gross number of shares times the market price, which is the average of the high and low sale prices on the NYSE on the date that the restrictions lapse. The net number of shares acquired (gross number of shares less shares withheld for taxes) are: D.W. Woods: 54,585 | N.A. Chapman: 29,051 | J.P. Williams, Jr.: 25,806 | K.T. McKee: 18,224 For more information regarding the performance share program, see pages 54 and 55, and notes to the table on page 73. PENSION BENEFITS FOR 2024 Number of YearsPresent Value ofPayments During Credited Service (a)Accumulated BenefitLast Fiscal Year Name Plan Name (#)($)($) D.W. Woods ExxonMobil Pension Plan 32.34 2,186,7510 ExxonMobil Supplemental Pension Plan 32.34 11,070,730 0 ExxonMobil Additional Payments Plan 32.34 38,098,916 0 K.A. Mikells ExxonMobil Pension Plan 3.40 221,403 (b) 0 ExxonMobil Supplemental Pension Plan 3.40 642,292 (b) 0 ExxonMobil Additional Payments Plan 3.40 2,553,692 (b) 0 N.A. Chapman ExxonMobil Pension Plan 40.34 2,589,959 0 ExxonMobil Supplemental Pension Plan 40.34 7,411,345 0 ExxonMobil Additional Payments Plan 40.34 29,998,704 0 J.P. Williams, Jr. ExxonMobil Pension Plan 37.70 2,497,915 0 ExxonMobil Supplemental Pension Plan 37.70 7,183,017 0 ExxonMobil Additional Payments Plan 37.70 29,289,597 0 K.T. McKee ExxonMobil Pension Plan 34.21 2,094,606 0 ExxonMobil Supplemental Pension Plan 34.21 4,883,120 0 ExxonMobil Additional Payments Plan 34.21 21,024,783 0 (a) Named Executive Officers have not received any additional service credit. Actual service is reflected in the table. (b) Ms. Mikells automatically began participating in the pension plan upon employment and will be vested when she has 5 years of vesting service. In the event of termination prior to 5 years of vesting service, there is no benefit payable under the ExxonMobil Pension Plan, Supplemental Pension Plan or Additional Payments Plan.
Item 3 – Advisory Vote to Approve Executive Compensation
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Item 3 – Advisory Vote to Approve Executive Compensation
PENSION PLAN Defined benefit plans provide an annual benefit of 1.6% of final average pay per year of service, with the qualified plan having an offset for Social Security benefits. For a description of the plans, see page 64. Below are the calculations and forms of payments for each plan: Pension Plan Supplemental Pension Plan Additional Payments Plan Type Qualified Nonqualified Nonqualified Calculation 1.6% x final average salary1 1.6% x final average salary1 1.6% x average annual bonus2 x years credited service, x years credited service x years credited service less a Social Security offset Form of Payment Benefit available as a lump sum Paid in the form of an equivalent Paid in the form of an equivalent or in various annuity forms lump sum six months after retirement lump sum six months after retirement 1 Average of the highest 36 consecutive months in the 10 years of service prior to retirement. For the Pension Plan, final average salary included and benefits paid are subject to the limits on compensation ($345,000 for 2024, adjusted each year for inflation) and benefits prescribed by the U.S. Internal Revenue Code. For the Supplemental Pension Plan, final average salary included and benefits paid are the amounts that exceed the U.S. Internal Revenue Code limits. 2 Average of the annual bonus for the three highest grants of the last five awarded prior to retirement. PRESENT VALUE PENSION CALCULATIONS The present value of accumulated benefits is determined by converting the annuity values earned as of year end to lump sum values payable at age 60 (or at the employee's actual age, if older) using the applicable mortality tables and interest rates. The value shown in the Pension Benefits table is the accumulated benefit as of year-end 2024. The value shown in the Summary Compensation Table on page 70 represents the annual increase in the value of the pension between year-end 2023 and 2024 or retirement date. The lump sum interest rates used to calculate the accumulated benefits in the Pension Benefits table and Summary Compensation Table: 0 For an employee who worked through the end of 2023 were 5.52%, 5.59%, and 5.50%, and through the end of 2024 were 4.34%, 4.86%, and 5.33%. 0 The actual lump sum conversion factors that will apply when each executive retires may be different. For employees not yet age 60, these age 60-lump sum values are discounted to present values based on the time difference between the individual's age at year-end 2024 and age 60 (and at year-end 2023 and age 60 for the year-over-year change in pension value in the Summary Compensation Table) using the interest rates for valuing financial reporting of pension obligations as of each year end. The discount rate for determining the present value of benefits was 5.30% as of year-end 2023 and 5.70% as of year-end 2024. This is applicable to all of the Named Executive Officers. EFFECT OF EARLY RETIREMENT OR DEATH Generally, all three pension plans require completion of 15 years of service and attainment of age 55 to be eligible for early retirement. All Named Executive Officers have satisfied this requirement except Ms. Mikells. The early retirement benefit under the pension plans consists of an annuity benefit that is undiscounted for retirement ages of 60 years or over, with a discount of 5% for each year under age 60. In addition, the Social Security offset is waived for annuity payments scheduled to be paid prior to age 62. The benefit is eligible to be paid in the form of a lump sum. In the event of death after early retirement eligibility, the retirement benefit is payable to the participant's beneficiary.
Item 3 – Advisory Vote to Approve Executive Compensation
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Item 3 – Advisory Vote to Approve Executive Compensation
The table below shows the lump sum early retirement benefits under the plans for Messrs. Woods, Chapman, Williams, and Ms. McKee as of year-end 2024. Lump Sum Early Name Plan Name Retirement Benefit ($) D.W. Woods ExxonMobil Pension Plan 2,186,751 ExxonMobil Supplemental Pension Plan 11,070,730 ExxonMobil Additional Payments Plan 38,098,916 N.A. Chapman ExxonMobil Pension Plan 2,589,959 ExxonMobil Supplemental Pension Plan 7,411,345 ExxonMobil Additional Payments Plan 29,998,704 J.P. Williams, Jr. ExxonMobil Pension Plan 2,497,915 ExxonMobil Supplemental Pension Plan 7,183,017 ExxonMobil Additional Payments Plan 29,289,597 K.T. McKee ExxonMobil Pension Plan 2,195,749 ExxonMobil Supplemental Pension Plan 5,066,363 ExxonMobil Additional Payments Plan 21,813,759 In the event of termination after 5 years of vesting service and prior to retirement eligibility, the pension benefit payable from the qualified Pension Plan is actuarially reduced and payable as an annuity or lump sum; there is no benefit payable under the Supplemental Pension Plan or Additional Payments Plan unless the Plan Administrator approves as such. NONQUALIFIED DEFERRED COMPENSATION FOR 2024 Executive Registrant Aggregate Aggregate Aggregate Contributions Contributions Earnings Withdrawals/ Balance in Last FY in Last FY in Last FY Distributions at Last FYE Name ($) ($) ($) ($) ($) D.W. Woods 0 113,680 51,7060 1,086,812 K.A. Mikells 0 65,170 8,0820 202,993 N.A. Chapman 0 66,098 34,6290 724,063 J.P. Williams, Jr. 0 64,820 35,5130 741,204 K.T. McKee 0 53,984 17,6780 384,782 The table above shows the value of the Company credits under ExxonMobil's nonqualified Supplemental Savings Plan. The nonqualified Supplemental Savings Plan provides employees with the 7% Company-matching contribution to which they would otherwise be entitled under the qualified plan if not for limitations on covered compensation and total contributions under the U.S. Internal Revenue Code. The rate at which the nonqualified Supplemental Savings Plan account bears interest during the term of a participant's employment is 120% of the long-term Applicable Federal Rate. For more information on the Supplemental Savings Plan, see page 64. The Company credits for 2024 are also included in the Summary Compensation Table under the column labeled All Other Compensation. The aggregate balance at the last fiscal year end shown above includes amounts reported as Company contributions in the Summary Compensation Table of the current proxy statement and proxy statements from prior years as follows: D.W. Woods: $726,506 | K.A. Mikells: $189,607 | N.A. Chapman: $320,679 | J.P. Williams, Jr.: $330,471 | K.T. McKee: $147,539
Item 3 – Advisory Vote to Approve Executive Compensation
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Item 3 – Advisory Vote to Approve Executive Compensation
OTHER COMPENSATION ELEMENTS Termination and 0 Named Executive Officers are not entitled to any additional payments or benefits relating to Change-in-Control termination of employment other than the retirement benefits previously described 0 Named Executive Officers do not have employment contracts, severance program, or any benefits or payments triggered by a change-in-control; see page 67 Administrative 0 Upon request, the Company provides certain administrative support that generally involves, Services for Retired but is not limited to, assistance with correspondence and travel arrangements EmployeeDirectors 0 Aggregate incremental cost to provide these services, if requested, is approximately $15,000 per year; amount represents compensation and benefit cost for support personnel allocated based on estimated time dedicated to providing this service and other miscellaneous office support costs 0 It is not possible to estimate the future cost that may be incurred by the Company to provide these services to Mr. Woods, who is currently the only employee director Health Care Benefits 0 Named Executive Officers are eligible to participate in the Company's health care programs (medical, dental, prescription drug, and vision care) on the same basis as all other U.S.-dollar-paid employees; no special provisions apply Unused Vacation 0 U.S.-dollar-paid employees are entitled to payment of salary for any accumulated but unused vacation days at retirement or other termination of employment. Payment for unused vacation is included in final payment of earned salary, if applicable Payments in the 0 The only event that results in acceleration of the vesting for outstanding performance share Event of Death awards is death 0 Executive's estate or beneficiaries would be entitled to receive the applicable death benefits as described on page 76, a distribution of the executive's savings plan balances, and payment of Company-provided life insurance or death benefits as described on page 72 0 At year-end 2024, the amount of Company provided life insurance for each Named Executive Officer is as follows: Name Life Insurance Benefit ($) D.W. Woods 3,938,000 K.A. Mikells 2,552,000 N.A. Chapman 5,036,000 J.P. Williams, Jr. 2,542,000 K.T. McKee 2,232,400
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PAY RATIO
PAY RATIO Annual total CEO compensation for 2024 was $44,100,504. The median annual total compensation of all employees of the Corporation, except the CEO, for 2024 was $190,266. The ratio of annual total CEO compensation to the median annual total compensation of all employees was 232:1. The median employee was identified as of October 15, 2024, based on total taxable wages for the most recently completed prior fiscal year as shown in the Corporation’s records. No estimates or sampling methodologies were used for this purpose. No cost-of-living adjustments were made and the taxable wages of employees employed for less than the full fiscal year were not annualized. “Employees” were defined based on applicable employment and tax laws. For purposes of this disclosure, as permitted by SEC rules, the value of non-discriminatory benefits is included in annual total compensation of both the median employee and the CEO. These non-discriminatory benefits are long-term disability plan, basic life insurance and accidental death and dismemberment, medical plan, and dental plan. Including these benefits provides a more accurate pay ratio. Since SEC rules do not require inclusion of these generally available benefits in the Summary Compensation Table, annual total CEO compensation shown above is slightly higher than the Total CEO Compensation shown in that table. ExxonMobil is a global company with employees in many countries around the world. As permitted by the de minimis exemption under the SEC rules, for purposes of identifying the median employee in 2024, we excluded employees from 38 countries which represent in aggregate less than 5% of the Corporation’s total employees. As required, where any employees from a jurisdiction were excluded, all employees from that jurisdiction were excluded. In total, as detailed in the table below, 2,625 employees out of a total number of 63,334 worldwide employees (as of October 15, 2024) were excluded under the de minimis exemption.
PAY RATIO
| Countries Excluded / Number of Employees | | | | | | | | | | | | | 1. | Angola | 477 | 11. | New Zealand | 69 | 21. | Poland | 23 | 31. | Ukraine | 4 | | 2. | Guyana | 425 | 12. | Sweden | 60 | 22. | Saudi Arabia | 21 | 32. | Azerbaijan | 3 | | 3. | Egypt | 273 | 13. | Utd. Arab. Emir. | 53 | 23. | Colombia | 20 | 33. | Micronesia | 2 | | 4. | Mexico | 257 | 14. | Taiwan | 47 | 24. | South Korea | 19 | 34. | Peru | 2 | | 5. | Qatar | 115 | 15. | Finland | 44 | 25. | N. Mariana Islands | 15 | 35. | Luxembourg | 2 | | 6. | Hong Kong | 114 | 16. | Mozambique | 42 | 26. | Greece | 11 | 36. | Equatorial Guinea | 1 | | 7. | Italy | 112 | 17. | Kazakhstan | 35 | 27. | Vietnam | 8 | 37. | Fiji | 1 | | 8. | Turkey | 101 | 18. | Guam | 34 | 28. | Spain | 8 | 38. | Bahamas | 1 | | 9. | Japan | 85 | 19. | New Caledonia | 26 | 29. | Denmark | 5 | | | | | 10. | Norway | 80 | 20. | Cyprus | 25 | 30. | South Africa | 5 | | | |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE Please refer to the Compensation Discussion and Analysis on pages 47 to 69 for a detailed description of the Company’s executive compensation program design and 2 024 pay decisions, including how executive compensation is directly tied to performance. This section is provided solely to comply with SEC rules under the Dodd-Frank Act.
PAY VERSUS PERFORMANCE
| Pay Versus Performance Table | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for PEO 1 $ (b) | Compensation Actually Paid to PEO 1,4 $ (c) | Average Summary Compensation Table Total for Non-PEO NEOs 2 $ (d) | Average Compensation Actually Paid to Non-PEO NEOs 2,4 $ (e) | Total Shareholder Return $ (f) | Peer Group Total Shareholder Return 3 $ (g) | Net Income (in millions) $ (h) | CFOAS 5 (in millions) $ (i) | | 2024 | 44,052,537 | 48,838,037 | 23,370,696 | 24,234,121 | 197 | 133 | 33,680 | 60,009 | | 2023 | 36,919,898 | 23,567,917 | 20,748,653 | 13,866,194 | 176 | 139 | 36,010 | 59,447 | | 2022 | 35,909,231 | 89,747,677 | 20,844,030 | 37,954,580 | 188 | 136 | 55,740 | 82,044 | | 2021 | 23,572,488 | 40,080,212 | 11,277,117 | 18,671,104 | 101 | 94 | 23,040 | 51,305 | | 2020 | 15,639,061 | -7,691,707 | 8,331,316 | -8,714,670 | 64 | 69 | -22,440 | 15,667 |
PAY VERSUS PERFORMANCE
See footnotes on page 81 for the calculation to determine Compensation Actually Paid. The following table and information are provided to supplement the Pay Versus Performance Table.
PAY VERSUS PERFORMANCE
| Year (a) | Total Direct Compensation PEO 1,6 $ (j) | Realized Pay PEO 1,6 $ (k) | Average Total Direct Compensation for Non-PEO NEOs 2,6 $ (l) | Average Realized Pay for Non-PEO NEOs 2,6 $ (m) | | 2024 | 33,238,000 | 17,602,293 | 17,901,706 | 7,895,275 | | 2023 | 29,861,750 | 15,627,195 | 16,381,837 | 6,985,831 | | 2022 | 33,024,000 | 18,116,008 | 17,704,820 | 7,649,062 | | 2021 | 18,262,225 | 9,068,366 | 7,594,806 | 4,188,130 | | 2020 | 10,049,725 | 3,748,895 | 4,785,620 | 2,744,862 | | 5-year average | 24,887,140 | 12,832,551 | 12,873,758 | 5,892,632 |
PAY VERSUS PERFORMANCE
Columns (b) and (d) represent Total Reported Pay for PEO and other NEOs as disclosed in the Summary Compensation Table on page 70. In its pay deliberations, the Compensation Committee considers Total Direct Compensation, columns (j) and (l), as it excludes the volatility that results from changes in pension value and all other compensation. See pages 60 to 63. “Compensation Actually Paid” in columns (c) and (e) includes pension service cost and year-over-year change in value of unvested awards. We believe Realized Pay, shown in columns (k) and (m), is a more accurate representation of pay actually realized during the year. See pages 60 to 61 for details specific to PEO Realized Pay. The main factor in year-over-year changes in “Compensation Actually Paid” is the change in value of unvested equity awards. Performance shares with uniquely long vesting periods represent over 70% of Total Direct Compensation, aligning the interests of our executives with the returns of long-term shareholders. See page 51.
PAY VERSUS PERFORMANCE
| PEO “Compensation Actually Paid” 2024 versus 2023 ($ in millions) | Actual | | Year-over-Year | | As a result, 85% of the year-over-year change of PEO “Compensation Actually Paid” reflects unvested equity, its value influenced by the Company’s stock price, $107.57 at the end of 2024. Year-end stock price was $99.98 in 2023, $110.30 in 2022, $61.19 in 2021, and $41.22 in 2020, resulting in significant year-over-year change. | | | 2024 | 2023 | Change | % of Change | | | Cash: Salary, Bonus, All Other Compensation | 6.9 | 7.8 | -0.9 | 3% | | | Stock Awards granted in current year, YE value | 24.2 | 22.5 | 1.7 | 6% | | | Outstanding equity, year-over-year change in value | 9.7 | -11.7 | 21.4 | 79% | | | Vested awards, vested value minus prior YE value | 1.7 | -0.4 | 2.1 | 8% | | | Dividends paid prior to vesting of underlying awards | 5.2 | 4.5 | 0.8 | 3% | | | Pension Service Cost | 1.1 | 1.0 | 0.1 | 1% | | | Total | 48.8 | 23.6 | 25.2 | 100% | |
PAY VERSUS PERFORMANCE
| 80 | | 2025 Proxy Statement |
PAY VERSUS PERFORMANCE
While the charts below suggest correlation, it is important to note that in its pay deliberations, the Compensation Committee evaluates the PEO’s performance based on progress against a broad range of plan goals and objectives and performance measures. See pages 51 to 53. The table below indicates certain performance measures used by the Compensation Committee to assess PEO and NEOs performance, which is directly tied to their compensation. ExxonMobil operates in a capital intensive industry where decisions and management of risk play out over time horizons decades in length, through cyclical commodity price environments. As a result, and particularly in a down-cycle, near-term financial performance may not be reflective of strong business and operational performance. For this reason, performance is assessed across a broad range of financial and operating metrics, over near- and long-term time horizons and taking into account the broader business environment. See pages 51 to 53.
PAY VERSUS PERFORMANCE
| Supporting Financial & Operating Metrics ∎ TSR ∎ Earnings ∎ Cash Flow from Operations and Asset Sales ∎ Return on Capital Employed | ∎ Safety Performance ∎ Environmental Performance ∎ Corporate-wide operated asset GHG emissions intensity |
PAY VERSUS PERFORMANCE
Information on performance measures as well as a description of executive compensation program, including information on Compensation Design, Determining Compensation, other Compensation Elements, Risk and Governance can be found in the Compensation and Discussion Analysis on pages 47 to 69.
FOOTNOTES
| 4 | Adjustments to determine “Compensation Actually Paid”: |