DEF 14A of Occidental Petroleum Corp /De/
Filed Mar 19, 2026 · FY20250001628280-26-019816
Table of Contents
| Executive Compensation Tables | 49 | | Summary Compensation | 49 | | Grants of Plan-Based Awards | 50 | | Outstanding Equity Awards | 51 | | Stock Vested in 2025 | 53 | | Nonqualified Deferred Compensation | 53 | | Executive Severance and Change in Control | 54 | | Potential Payments upon Termination or Change in Control | 56 | | Pay vs. Performance | 58 | | Financial Performance Measures | 59 | | Analysis of the Information Presented in the Pay versus Performance Table | 60 | | Pay Ratio | 61 | | PROPOSAL 3 | | | RATIFICATION OF SELECTION OF KPMG AS OCCIDENTAL’S INDEPENDENT AUDITOR | 62 | | Audit Related Matters | 62 | | Ratification of Selection of Independent Auditor | 63 | | Report of the Audit Committee | 63 | | Security Ownership | 64 | | Certain Beneficial Owners and Management | 64 | | Questions and Answers About the Annual Meeting and Voting | 66 | | General Information | 68 | | Information Available Online | 68 | | Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 1, 2026 | 68 | | Voting Instructions and Information | 68 | | Shareholder Proposals for the 2027 Annual Meeting | 69 | | Director Nominations for the 2027 Annual Meeting | 70 | | Forward-Looking Statements | 71 | | ANNEX A: Reconciliations to GAAP | 72 |
Director Nominees and Composition Highlights
Director Nominees and Composition Highlights Our Board’s director nominees bring varying perspectives to the boardroom by virtue of their diverse backgrounds and experiences, qualifications, skills and tenures on the Board. To better convey the well-roundedness of our Board’s director nominees, we have included a skills matrix on page 19 that identifies the core competencies of each of our Board’s director nominees that contributed to his or her nomination to the Board.
Director Nominees and Composition Highlights
| | | | | | JACK B. MOORE Former President and Chief Executive Officer, Cameron International Chairman Since: 2022 Director Since: 2016 Committee Membership: | VICKY A. BAILEY Former Assistant Secretary, Domestic Policy and International Affairs, U.S. Department of Energy President, Anderson Stratton International, LLC Director Since: 2022 Committee Membership: | ANDREW GOULD Former Chairman and Chief Executive Officer, Schlumberger Director Since: 2020 Committee Membership: | CARLOS M. GUTIERREZ Former U.S. Secretary of Commerce Co-Founder, Former Executive Chairman and CEO, EmPath, Inc. Director Since: 2009 Committee Membership: | | | | | | | VICKI HOLLUB President and Chief Executive Officer, Occidental Director Since: 2015 | WILLIAM R. KLESSE Former Chief Executive Officer and Chairman of the Board, Valero Energy Director Since: 2013 Committee Membership: | CLAIRE O’NEILL Former Member of Parliament and Minister for Energy and Clean Growth (UK Govt) Director Since: 2023 Committee Membership: | AVEDICK B. POLADIAN Former Executive Vice President and Chief Operating Officer, Lowe Enterprises Director Since: 2008 Committee Membership: | | | | | | | | | BOARD COMMITTEES: | | | | | | Audit | | KENNETH B. ROBINSON Former Senior Vice President of Audit and Controls, Exelon Corporation Director Since: 2023 Committee Membership: | ROBERT M. SHEARER Former Managing Director, BlackRock Advisors, LLC Director Since: 2019 Committee Membership: | | Corporate Governance and Nominating | | | | | Environmental, Health and Safety | | | | | Executive Compensation | | | | | Sustainability and Shareholder Engagement | | | | ● | Chair | | | | ● | Member |
Director Nominees and Composition Highlights
| 2026 Proxy Statement | | | | 9 |
Director Nominees and Composition Highlights
Table of Contents Proxy Statement Summary >10 years 3 0-5 years 3
DIRECTORS
DIRECTORS
THE BOARD OF
THE BOARD OF
DIRECTORS
DIRECTORS
RECOMMENDS A
RECOMMENDS A
VOTE “FOR” EACH
VOTE “FOR” EACH
OF THE DIRECTOR
OF THE DIRECTOR NOMINEES.
Director Nominations
Director Nominations The Board is committed to recruiting and nominating directors for election who will collectively provide the Board with the necessary breadth of skills, backgrounds and experiences to meet Occidental’s ongoing needs and support oversight of its business strategy, risks and priorities. In recommending candidates for election to the Board, the Corporate Governance and Nominating Committee (the Governance Committee) evaluates a candidate’s character; judgment; skill set and experience in light of Occidental’s current and future needs and strategic priorities; independence; other time commitments, including other public and private company board memberships; and any other factors that the Governance Committee deems relevant. In addition, in determining whether to recommend incumbent directors for reelection to the Board, the Governance Committee also reviews and considers tenure; the director’s board and committee meeting attendance and participation; the level of support that the director’s nomination received at the most recent annual shareholders’ meeting (if applicable); and the well-roundedness of the Board as a whole. The Board is committed to ongoing and thoughtful refreshment of its membership and strives to maintain an appropriate balance of tenure, backgrounds and skills on the Board. The Board believes that this ongoing refreshment, which has resulted in one-third of the independent directors beginning their service at Occidental within the past five years, further aligns Board composition with the needs of Occidental as our business evolves over time and encourages regular consideration of fresh viewpoints and perspectives. The Board also believes that, over time, directors develop an enhanced understanding of Occidental and an ability to work effectively as a group. Accordingly, the Board aims to have directors with a mix of tenures represented. In February 2026, the Governance Committee recommended to the Board, and the Board approved, the nomination of the 10 persons whose biographies appear below to serve for a one-year term ending at the 2027 Annual Meeting, but in any event, until his or her successor is elected and qualified, unless ended earlier due to his or her death, resignation, disqualification or removal from office. The Board has no reason to believe that any of the Board’s nominees would be unable or unwilling to serve as a director if elected. However, should any of our Board’s nominees be unable or unwilling to stand for election at the time of the 2026 Annual Meeting, proxies may be voted for a substitute nominee selected by the Board, or the Board may reduce the number of directors. Pursuant to Occidental’s By-laws, in an uncontested election, the affirmative vote of a majority of votes cast with respect to each director nominee will be required for the nominee to be elected, meaning that the number of votes cast “FOR” a director must exceed the number of votes cast “AGAINST” that director. Your broker will not vote your shares on this proposal unless you give voting instructions, and abstentions and broker non-votes have no effect on the vote. Under the resignation guidelines in Occidental’s Corporate Governance Policies (as defined below), any nominee for director who does not receive a greater number of votes “FOR” his or her election than votes “AGAINST” in an uncontested election is expected to promptly tender his or her resignation.
Director Nominations
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Director Nominations
Table of Contents Proposal 1: Election of Directors
About the Director Nominees
About the Director Nominees All of the nominees are currently directors of Occidental who were elected by shareholders at the 2025 Annual Meeting. Biographical information with respect to each of our Board’s director nominees, together with a list of the core competencies that contributed to the determination that such person should serve as a director, is presented below. An overview of the core competencies of each of our Board’s director nominees is featured in a skills matrix on page 19.
About the Director Nominees
| JACK B. MOORE | | | | | | | | | INDEPENDENT Age: 72 Chairman Since: 2022 Director Since: 2016 Board Committees(1): Compensation; Environmental, Health and Safety Current Public Company Directorships: KBR Inc. Former Public Company Directorships (within the last 5 years): ProPetro Holding Corp. | Director Qualifications Mr. Moore most recently served as President and Chief Executive Officer of Cameron International Corporation from April 2008 to October 2015 and served as Chairman of the Board of Cameron from May 2011 until it was acquired by Schlumberger in 2016. Mr. Moore served as Cameron’s President and Chief Operating Officer from January 2007 to April 2008. Mr. Moore joined Cameron in 1999 and, prior to that, held various management positions at Baker Hughes, where he was employed for over 20 years. Mr. Moore is a partner at Genesis Investments. He currently serves as Chairman of The University of Houston Systems Board of Regents. Mr. Moore is a graduate of the University of Houston with a B.B.A. degree and attended the Advanced Management Program at Harvard Business School. Mr. Moore served as Independent Vice Chairman from September 2019 until his election as Independent Chairman in September 2022. | | | | | | | | | Core Competencies | | | | | | | | | | | | | | | | | | Environmental, Health, Safety & Sustainability | Executive Compensation | Financial Reporting/ Accounting Experience | Industry Background | International Experience | Public Company Executive Experience | Risk Management |
About the Director Nominees
| VICKY A. BAILEY | | | | | | | | | INDEPENDENT Age: 73 Director Since: 2022 Board Committees(2): Sustainability (Chair); Governance Current Public Company Directorships: EQT Corporation TXNM Energy Former Public Company Directorships (within the last 5 years): Cheniere Energy, Inc. Equitrans Midstream Corp. | Director Qualifications Ms. Bailey has been President of Anderson Stratton International, LLC (ASI), a strategic consulting and government relations entity, since November 2005 and is a former equity partner of BHMM Energy Services, LLC (2006-2013), a certified minority-owned energy facility management company. Before being the President of ASI, Ms. Bailey was a partner with Bennett Johnston & Associates, LLC, a public relations firm in Washington, D.C. (2004-2006). Ms. Bailey served as Assistant Secretary, U.S. Department of Energy for both Domestic Policy and International Affairs from 2001 to 2004. In the aftermath of September 11th, she was co-chair of several bilateral international energy working groups with the goal of implementing our national energy policy and strengthening our relationships with other nations to foster energy security. Also, in this role, she served as Vice Chair and the U.S. representative to the International Energy Agency, working with all energy-producing nations. Notably the International Energy Forum (IEF) was established in Riyadh, Saudi Arabia during her time as Assistant Secretary. Domestically, Ms. Bailey oversaw the development and implementation of energy policy in the areas of clean coal technologies, nuclear power, crude oil production, natural gas development and LNG production. Previously, she was the President of PSI Energy, Inc., Indiana’s largest electric utility and a subsidiary of Cinergy Corp. (now Duke Energy). From 1993 to 2000, she was appointed as a Commissioner, Federal Energy Regulatory Commission (FERC), and from 1986 to 1993, she served as a Commissioner, Indiana Utility Regulatory Commission (IURC). Ms. Bailey was a trustee of the North American Electric Reliability Corporation (NERC) from 2010 to 2013. In addition to her public company board service, Ms. Bailey serves as Executive Chair of the United States Energy Association (USEA); a trustee of The Conference Board (TCB); Co-Vice Chair of Resources for the Future (RFF); and a member of the Foundation of Energy Security and Innovation Board of Directors, the National Petroleum Council and the American Association of Blacks in Energy (AABE) Board of Directors. Ms. Bailey has a Bachelor of Science in Industrial Management from the Krannert School of Management at Purdue University and completed the Advanced Management Program at the Wharton School of the University of Pennsylvania. | | | | | | | | | Core Competencies | | | | | | | | | | | | | | | | | | Corporate Governance | Environmental, Health, Safety & Sustainability | Financial Reporting/ Accounting Experience | Government, Legal & Regulatory | Industry Background | International Experience | Public Company Executive Experience |
About the Director Nominees
(1)Mr. Moore served as the chairperson of the Compensation Committee from January 1, 2025 to May 1, 2025. (2)Ms. Bailey was appointed to serve as chairperson of the Sustainability Committee effective as of May 2, 2025.
About the Director Nominees
| 2026 Proxy Statement | | | | 15 |
About the Director Nominees
Table of Contents Proposal 1: Election of Directors
About the Director Nominees
| ANDREW GOULD | | | | | | | | | | INDEPENDENT Age: 79 Director Since: 2020 Board Committees(3): Governance (Chair); Audit; Sustainability | Director Qualifications Mr. Gould is the former Chairman and Chief Executive Officer of Schlumberger Limited (Schlumberger), a leading oilfield services company, and served in that capacity from 2003 to 2011. Mr. Gould began his career at Schlumberger in 1975 in its Internal Audit department, based in Paris. In addition to his career at Schlumberger, Mr. Gould served as non-Executive Chairman of BG Group, a multinational oil and gas company, from 2012 until its sale to Royal Dutch Shell in 2016 and served as interim Executive Chairman in 2014. Mr. Gould served on the United Kingdom Prime Minister’s Council for Science and Technology from 2004 to 2007. He was Vice-Chairman Technology for the United States National Petroleum Council’s 2007 report “Facing the Hard Truths about Energy” and was awarded the Charles F. Rand Memorial Gold Medal by the Society of Petroleum Engineers in 2014. He is currently a partner of CSL Capital Management, a private equity firm that specializes in energy services, Chairman of Kayrros Advisory Board, an advanced data analytics company, and Chairman of the International Advisory Board at Boston Consulting Group Center for Energy Impact. Mr. Gould is a member of the U.S. National Petroleum Council. Mr. Gould has an undergraduate degree in Economic History from Cardiff University and qualified as a Chartered Accountant with the Institute of Chartered Accountants in England and Wales. | | | | | | | | | | Core Competencies | | | | | | | | | | | | | | | | | | | | Environmental, Health, Safety & Sustainability | Executive Compensation | Finance/ Capital Markets | Financial Reporting/ Accounting Experience | Industry Background | International Experience | Investor Relations | Public Company Executive Experience |
About the Director Nominees
| CARLOS M. GUTIERREZ | | | | | | | | | | INDEPENDENT Age: 72 Director Since: 2009 Board Committees: Audit; Governance; Sustainability Current Public Company Directorships: MetLife, Inc. Former Public Company Directorships (within the last 5 years): Exelon Corporation | Director Qualifications Secretary Gutierrez is the Co-Founder and former Executive Chairman and CEO of EmPath, Inc., a skills intelligence software technology company, where he served from July 2020 until October 2024. Previously, Secretary Gutierrez was Co-Chair of Albright Stonebridge Group, a commercial diplomacy and strategic advisory firm, from April 2013 to July 2020. He joined Albright Stonebridge from Citigroup Inc. where he was Vice Chairman of the Institutional Clients Group and a member of the Senior Strategic Advisory Group from 2011 to February 2013. Prior to joining Citigroup, Secretary Gutierrez was with communications and public affairs consulting firm APCO Worldwide Inc., where he was Chairman of the Global Political Strategies division in 2010. He served as U.S. Secretary of Commerce from February 2005 to January 2009, where he worked with foreign government and business leaders to advance economic relationships and enhance trade. Prior to his government service, Secretary Gutierrez was with Kellogg Company, a global manufacturer and marketer of well-known food brands, for nearly 30 years. After assignments in Latin America, Canada, Asia, and the United States, he became President and Chief Executive Officer in 1999 and Chairman of the Board in 2000, positions he held until 2005. He is a member of the Human Freedom Advisory Council at the George W. Bush Institute and the Bo’ao Forum for Asia and serves as an advisory board member for Altura Capital. | | | | | | | | | | Core Competencies | | | | | | | | | | | | | | | | | | | | Corporate Governance | Executive Compensation | Financial Reporting/ Accounting Experience | Government, Legal & Regulatory | International Experience | Investor Relations | Public Company Executive Experience | Risk Management |
About the Director Nominees
(3)Mr. Gould was appointed to serve as chairperson of the Governance Committee effective as of May 2, 2025. From January 1, 2025 through May 1, 2025, Mr. Gould served as chairperson of the Sustainability and Shareholder Engagement Committee and as a member of the Environmental, Health and Safety Committee.
About the Director Nominees
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About the Director Nominees
Table of Contents Proposal 1: Election of Directors
About the Director Nominees
| VICKI HOLLUB | | | | | | | | | | PRESIDENT AND CHIEF EXECUTIVE OFFICER Age: 66 Director Since: 2015 Current Public Company Directorships: Lockheed Martin | Director Qualifications Ms. Hollub became President and Chief Executive Officer of Occidental Petroleum Corporation in April 2016. She has been a member of Occidental’s Board of Directors since 2015. During her more than 40-year career with Occidental, Ms. Hollub has held a variety of management and technical positions with responsibilities on three continents, including roles in the United States, Russia, Venezuela and Ecuador. Before her appointment to President and Chief Executive Officer, she served as Occidental’s President and Chief Operating Officer, overseeing the company’s oil and gas, chemical and midstream operations. Ms. Hollub previously was Senior Executive Vice President, Occidental Petroleum, and President, Oxy Oil and Gas, where she was responsible for operations in the U.S., the Middle East region and Latin America. Prior to that, she held a variety of leadership positions, including Executive Vice President, Occidental, and President, Oxy Oil and Gas, Americas; Vice President, Occidental, and Executive Vice President, U.S. Operations, Oxy Oil and Gas; Executive Vice President, California Operations; and President and General Manager of the company’s Permian Basin operations. Ms. Hollub started her career at Cities Service, which was acquired by Occidental. Ms. Hollub serves on the board of the American Petroleum Institute. She is a member of the Oil and Gas Climate Initiative and past chair of the World Economic Forum’s Oil and Gas Community. A graduate of the University of Alabama, Ms. Hollub holds a Bachelor of Science in Mineral Engineering. She was inducted into the University of Alabama College of Engineering 2016 class of Distinguished Engineering Fellows and elected to the National Academy of Engineering Class of 2024. | | | | | | | | | | Core Competencies | | | | | | | | | | | | | | | | | | | | Environmental, Health, Safety & Sustainability | Financial Reporting/ Accounting Experience | Government, Legal & Regulatory | Industry Background | International Experience | Investor Relations | Public Company Executive Experience | Risk Management |
About the Director Nominees
| WILLIAM R. KLESSE | | | | | | | | | | INDEPENDENT Age: 79 Director Since: 2013 Board Committees: Environmental, Health and Safety (Chair); Compensation Former Public Company Directorships: (within the last 5 years): MEG Energy | Director Qualifications Mr. Klesse is the former Chief Executive Officer and former Chairman of the Board of Valero Energy Corporation (Valero), an international manufacturer and marketer of transportation fuels, other petrochemical products and power. He joined the Valero board as Vice Chairman in 2005 and served as Chairman of the Board from 2007 until his retirement in December 2014. From 2006 to May 2014, he served as Chief Executive Officer of Valero and served as President from 2008 to 2013. From 2003 to 2005, Mr. Klesse was Valero’s Executive Vice President and Chief Operating Officer. Prior to that, he served as Executive Vice President of Refining and Commercial Operations following Valero’s 2001 acquisition of Ultramar Diamond Shamrock Corporation, where he had been Executive Vice President of the company’s refining operations. Mr. Klesse began his 45-plus year career in the energy industry at Diamond Shamrock Corporation, which merged with Ultramar Corporation in 1996. Mr. Klesse is a trustee of the University of Dayton, Texas Biomedical Research Institute and United Way of San Antonio and Bexar County. He also serves on the boards of The Briscoe Western Art Museum and as chairman of its endowment and Christus Santa Rosa Children’s Hospital Foundation. Mr. Klesse holds a bachelor’s degree in Chemical Engineering from the University of Dayton and a Master of Business Administration with an emphasis in Finance from West Texas A&M University. | | | | | | | | | | Core Competencies | | | | | | | | | | | | | | | | | | | | Environmental, Health, Safety & Sustainability | Executive Compensation | Finance/ Capital Markets | Financial Reporting/ Accounting Experience | Industry Background | Investor Relations | Public Company Executive Experience | Risk Management |
About the Director Nominees
| 2026 Proxy Statement | | | | 17 |
About the Director Nominees
Table of Contents Proposal 1: Election of Directors
About the Director Nominees
| CLAIRE O’NEILL | | | | | | | | | | | INDEPENDENT Age: 61 Director Since: 2023 Board Committees: Governance; Sustainability Current Public Company Directorships: Singapore Stock Exchange Former Public Company Directorships: (within the last 5 years): Windward | Director Qualifications Ms. O’Neill served as the Managing Director for Climate and Energy at the World Business Council for Sustainable Development (WBCSD), a global organization focusing on sustainable development, from August 2020 until December 2021. Prior to that, Ms. O’Neill served as COP26 President-Designate from July 2019 until February 2020 and was a UK Member of Parliament for Devizes from 2010 until 2019. She was appointed as a Government Whip and Minister for Rail before being appointed as Minister of State for Energy and Clean Growth. Ms. O’Neill currently serves as a Board Member of the Gren Group and Singapore Exchange Regulatory Company, Board Chair of Climate Impact Exchange, Co-Chair of the Imperatives Advisory Board at the WBCSD, Senior Global Advisor at McKinsey and Company and as an Advisor to Climate Investment. From March 2022 to January 2023, Ms. O’Neill served as an Executive Board Director and Audit Committee member of Scottish Power. Ms. O’Neill is a Fellow of the Royal Geographical Society and a Business Fellow at the Smith School of Enterprise and Environment at Oxford University. Ms. O’Neill has a Bachelor of Arts in Geography from Brasenose College at Oxford University and a Master of Business Administration from Harvard Business School. | | | | | | | | | | | Core Competencies | | | | | | | | | | | | | | | | | | | | | | Corporate Governance | Environmental, Health, Safety & Sustainability | Executive Compensation | Finance/ Capital Markets | Financial Reporting/ Accounting Experience | Government, Legal & Regulatory | Industry Background | International Experience | Investor Relations |
About the Director Nominees
| AVEDICK B. POLADIAN | | | | | | | | | INDEPENDENT Age: 74 Director Since: 2008 Board Committees(4): Compensation (Chair); Audit; Governance Current Public Company Directorships: Public Storage Western Asset Funds | Director Qualifications Mr. Poladian is currently a director and the former Executive Vice President and Chief Operating Officer (2002-2016) of Lowe Enterprises, Inc., a privately-held diversified national real estate company active in commercial, residential and hospitality property investment, management and development. During his tenure as Chief Operating Officer, Mr. Poladian oversaw human resources, risk management, construction, finance and legal functions across the firm. Mr. Poladian was with Arthur Andersen from 1974 to 2002, admitted to Partner in 1984, Managing Partner, Pacific Southwest in 1989, and is a certified public accountant (inactive). He is a past member of the Young Presidents Organization, the California Society of CPAs and the American Institute of CPAs. Mr. Poladian was appointed to the California State Board of Accountancy and served in the position for nine years. He is a Director Emeritus of the YMCA of Metropolitan Los Angeles, a member of the Board of Advisors of the USC Price School of Public Policy, a member of the Board of Advisors of the Ronald Reagan UCLA Medical Center and a former Trustee of Loyola Marymount University. Mr. Poladian holds a bachelor’s degree in Accounting from Loyola Marymount University. | | | | | | | | | Core Competencies | | | | | | | | | | | | | | | | | | Corporate Governance | Executive Compensation | Finance/ Capital Markets | Financial Reporting/ Accounting Experience | Government, Legal & Regulatory | Risk Management | Technology/ Cybersecurity |
About the Director Nominees
(4)Mr. Poladian was appointed to serve as chairperson of the Compensation Committee effective as of May 2, 2025.
About the Director Nominees
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About the Director Nominees
Table of Contents Proposal 1: Election of Directors
About the Director Nominees
| KENNETH B. ROBINSON | | | | | | | | | | INDEPENDENT Age: 71 Director Since: 2023 Board Committees(5): Audit (Chair); Compensation; Environmental, Health and Safety Current Public Company Directorships: Abercrombie & Fitch Co. Paylocity Holding Corp. | Director Qualifications Mr. Robinson served as the Senior Vice President of Audit and Controls at Exelon Corporation, a utility services holding company, from 2016 to 2020. Before Exelon, Mr. Robinson held several senior leadership positions during his nearly 40-year career at The Procter & Gamble Company, including Vice President, Global Diversity & Inclusion; Global Risk and Compliance Leader; Chief Audit Executive; and Vice President, Finance. In addition to his public company directorships, Mr. Robinson currently serves on the board of directors of Morgan Stanley U.S. Banks. He also serves as a Trustee of the International Financial Reporting Standards Foundation and is a board member for the National Underground Railroad Freedom Center Museum. Mr. Robinson has a Bachelor of Science from Mississippi State University and a Master of Business Administration from the University of Memphis. | | | | | | | | | | Core Competencies | | | | | | | | | | | | | | | | | | | | Environmental, Health, Safety & Sustainability | Executive Compensation | Finance/ Capital Markets | Financial Reporting/ Accounting Experience | International Experience | Public Company Executive Experience | Risk Management | Technology/ Cybersecurity |
About the Director Nominees
| ROBERT M. SHEARER | | | | | | | | | INDEPENDENT Age: 70 Director Since: 2019 Board Committees(5): Audit; Environmental, Health and Safety; Sustainability | Director Qualifications Mr. Shearer retired in 2017 as a managing director of BlackRock Advisors, LLC, an investment management company, where he also served as co-head of BlackRock’s Equity Dividend team and was a member of the Fundamental Equity Platform within BlackRock’s Portfolio Management Group. Mr. Shearer was also the portfolio manager for both the BlackRock Equity Dividend Fund and Natural Resources Trust, which grew from $500 million to over $50 billion under his leadership. Prior to that, Mr. Shearer managed the Merrill Lynch World Natural Resources Portfolio for Merrill Lynch Investment Managers, which merged with BlackRock in 2006. Mr. Shearer has also held senior leadership roles at David L. Babson & Company, Concert Capital Management and Fiduciary Trust Company International. As a senior research officer for Citicorp Investment Management, he focused on the oil industry, including exploration and production, pipelines and oilfield services. Mr. Shearer holds an undergraduate degree in Economics from the University of Wisconsin, as well as a Master of International Management from the Thunderbird School of Global Management and a Master of Business Administration from the University of Wisconsin. He is a Chartered Financial Analyst. | | | | | | | | | Core Competencies | | | | | | | | | | | | | | | | | | Corporate Governance | Environmental, Health, Safety & Sustainability | Finance/ Capital Markets | Financial Reporting/ Accounting Experience | Industry Background | International Experience | Investor Relations |
About the Director Nominees
(5)Mr. Robinson was appointed to serve as chairperson of the Audit Committee effective as of May 2, 2025. Mr. Shearer served as the chairperson of the Audit Committee from January 1, 2025 to May 1, 2025.
About the Director Nominees
| 2026 Proxy Statement | | | | 19 |
About the Director Nominees
Table of Contents Proposal 1: Election of Directors
Summary of the Board’s Director Nominee Core
Summary of the Board’s Director Nominee Core
Non-Employee Director Compensation
Non-Employee Director Compensation The Governance Committee periodically reviews non-employee director compensation and makes recommendations regarding changes to the program to the Board. The Governance Committee last reviewed non-employee director compensation in May 2024 with the assistance of Meridian as its independent compensation consultant. Meridian performed a robust review of Occidental’s non-employee director compensation program, which included a detailed comparison of Occidental’s non-employee director compensation program and practices against those of Occidental’s peer companies, the largest 200 companies in the S&P 500 and the full set of companies in the S&P 500. After careful consideration and discussion, the Governance Committee determined to restore non-employee director compensation to 2019 levels, except for the annual equity award for the Chairman of the Board, which was increased to be more competitive with market non-executive chair pay practices. With those changes, the Governance Committee believes the program is competitive and aligned with market practices. Therefore, it decided to not make any changes to the program for the 2025-2026 term.
Director Compensation Program
Director Compensation Program The non-employee directors receive a combination of cash, in the form of an annual retainer payable on a monthly basis, and stock-based compensation. Occidental does not provide option awards, non-equity incentive awards or retirement plans for non-employee directors. The Independent Chairman of the Board and the committee chairs receive additional compensation for their service due to the increased responsibilities that accompany these positions. Ms. Hollub does not receive any compensation for her service as a director. The following table describes the components of the non-employee director compensation program for the 2025-2026 term:
Director Compensation Program
| Compensation Element | Term Amount | | Annual Cash Retainer | $125,000 for non-employee directors | | | $155,000 for Chairman of the Board | | Annual Equity Award | $225,000 for non-employee directors | | | $405,000 for Chairman of the Board | | Board or Committee Meeting Fees | None | | Committee Chair Additional Annual Equity Award | $25,000 for each committee chaired |
Director Compensation Table
Director Compensation Table The table below summarizes the total compensation for each of the non-employee directors in 2025.
Director Compensation Table
| COMPENSATION OF DIRECTORS | | | | | | Name | Fees Earned or Paid in Cash | Stock Awards(1) | All Other Compensation(2) | Total | | Vicky A. Bailey | $125,000 | $250,014 | $7,500 | $382,514 | | Andrew Gould | $125,000 | $250,014 | $— | $375,014 | | Carlos M. Gutierrez | $125,000 | $225,020 | $— | $350,020 | | William R. Klesse | $125,000 | $250,014 | $— | $375,014 | | Jack B. Moore | $155,000 | $405,021 | $— | $560,021 | | Claire O’Neill | $125,000 | $225,020 | $— | $350,020 | | Avedick B. Poladian | $125,000 | $250,014 | $— | $375,014 | | Kenneth B. Robinson | $125,000 | $250,014 | $— | $375,014 | | Robert M. Shearer | $125,000 | $225,020 | $— | $350,020 |
Director Compensation Table
(1)Equity awards are granted to each non-employee director on the first business day following the annual meeting. Prior to the grant date, directors are given the option to receive their annual equity awards as shares of common stock or as deferred stock units, as described above. In 2025, Ms. O’Neill and Secretary Gutierrez elected to receive deferred stock units, while all other non-employee directors elected to receive shares of common stock. The grant date fair value reported in the table is calculated by multiplying the number of shares of common stock granted by a price per share of $38.81, the closing price of Occidental’s common stock on the NYSE on May 5, 2025. These grants are made in whole shares, with fractional share amounts rounded up to the nearest whole share. For information regarding the total number of restricted shares and deferred stock units held by each director, see the Beneficial Ownership of Directors and Executive Officers table on page 65. (2)Matching charitable contributions totaling $7,500 were made on behalf of Ms. Bailey pursuant to Occidental’s Matching Gift Program.
Director Compensation Table
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Director Compensation Table
Table of Contents
Shareholder Supported and Guided
| What We Heard | How We Responded | | Maintain strong pay-for-performance alignment | Continued to use relative TSR and absolute CROCE metrics for PSUs | | | Maintained the performance-based portion of the LTI program at 60% | | Evaluate use of CROCE as a metric for both the ACI and LTI awards | Determined to use free cash flow before working capital as a performance metric for the 2025 ACI award in place of CROCE | | Disclose threshold and maximum goals for ACI financial metrics | Provided additional transparency around the ACI financial metrics (i.e., threshold and maximum goals) | | Appreciate inclusion of sustainability metric | Maintained metric to drive near-term execution of sustainability strategy; aligned LCV efforts (5%) with Strategic/Innovation goals |
Compensation Program
| WHAT WE DO ✓Pay for Performance. A substantial majority of NEO compensation is performance-based. The Compensation Committee reviews the metrics underlying the LTI program and ACI awards annually to evaluate their continued alignment with Occidental’s business priorities. ✓Listen to Shareholder Feedback. The Compensation Committee reviews and considers shareholder feedback. For example, it contributed to the Compensation Committee’s decisions to use free cash flow before working capital as a performance metric for the 2025 ACI award in place of CROCE, disclose the threshold and maximum levels for the financial metrics and maintain the sustainability metric for such award. Shareholder feedback also informed the Compensation Committee’s decision to continue the performance-based allocation of the 2025 LTI program at 60%. ✓Clawback in the Event of Misconduct. Occidental maintains a clawback policy which is intended to comply with the requirements of NYSE Listing Standard 303A.14 implementing Rule 10D-1 under the Securities Exchange Act. In addition, the Compensation Committee has the authority to clawback ACI payouts and both time- and performance-based LTI awards for violations of Occidental’s Code of Business Conduct and related policies. ✓Emphasize Stock Ownership With Ownership Guidelines and Holding Requirements. CROCE and TSR awards are payable in shares of common stock and the net shares received for each vested RSU award are subject to a two-year holding period. In addition, the NEOs (as well as other officers) are subject to meaningful stock ownership guidelines, ranging from two to six times the officer’s annual base salary, and a holding requirement until such guidelines are met. ✓Monitor Compensation Program for Risk. The executive compensation program includes multiple features that are intended to appropriately mitigate excessive risk-taking. The Compensation Committee conducts an annual assessment of our executive compensation program to identify and minimize, as appropriate, any compensation arrangements that may encourage excessive risk-taking. ✓Use Double-Trigger Equity Vesting for Equity Awards. Pursuant to the Amended and Restated 2015 Long-Term Incentive Plan (LTIP), equity awards vest in the event of a change in control only if there is also a qualifying termination of employment. ✓Use Relative and Absolute Performance Measures for Equity Awards. Performance equity is earned based on both relative shareholder returns and absolute financial returns, with TSR awards capped at target if Occidental’s absolute TSR is negative and CROCE awards measured against an absolute performance target. |
Compensation Program
| WHAT WE DON’T DO ✗No Dividend Equivalents on Unvested Performance Awards. Dividends and dividend equivalent rights are subject to the same performance goals as the underlying award and will not be paid until the performance award has vested and becomes earned. ✗No Hedging or Derivative Transactions of Company Equity Securities. Occidental’s directors, executive officers and all other employees are not permitted to engage in transactions designed to hedge or offset the market value of Occidental’s equity securities. ✗No Golden Parachute Payments. Our golden parachute policy provides that, subject to certain exceptions, Occidental will not grant golden parachute benefits (as defined in the policy) to any executive officer which exceed 2.99 times his or her salary plus ACI award without shareholder approval. ✗No Repricing of Stock Options. Other than in connection with a corporate transaction involving Occidental, Occidental does not permit the repricing of stock options or stock appreciation rights without shareholder approval. |
Compensation Program
| | | Element/ Purpose | | CEO | Average Other NEOs | How Business Strategy and Goals Drive Target Value Determinations | | Cash | Fixed | Base Salary Provides a competitive level of fixed compensation. | | | | The Compensation Committee reviews base salaries annually and as circumstances warrant. As part of such review, the Compensation Committee considers and evaluates compensation surveys, publicly available peer company data, internal pay equity, individual responsibilities and performance assessments with the intent to attract and retain highly talented executives. | | | Variable / At-Risk | Annual Cash Incentive Motivates executives to achieve superior performance over a one- year period. | | | | The Compensation Committee annually reviews the metrics and targets underlying the ACI award, and their relative weightings, with an aim to incentivize the NEOs in the short term to excel in areas that are aligned with Occidental’s business objectives. For the 2025 ACI award, the Compensation Committee determined to maintain the weighting of the financial metrics but, in response to shareholder and other stakeholder feedback regarding the recent use of CROCE as a metric for both the ACI and LTI awards, replace CROCE with free cash flow before working capital as a performance metric to promote near-term capital discipline and shareholder value creation. See “Compensation Discussion and Analysis—Elements of the 2025 Compensation Program—Annual Cash Incentive” beginning on page 41 for more information regarding the 2025 ACI award program approved by the Committee. | | Stock Awards | | Long-Term Incentives(1) Incentivizes executives to sustain long-term performance. | PSU Awards | | | The Compensation Committee annually reviews and determines a target LTI award package for each NEO based on an evaluation of compensation surveys, publicly available peer company data, the executive’s prior-year award value (as applicable), retention considerations, the balance of short-and long-term pay and internal pay equity. The majority of the LTI award package for each NEO is performance-based. The Compensation Committee annually considers the performance criteria for PSU awards in light of Occidental’s ongoing business objectives as well as the macroeconomic environment. | | | | Provides a retention incentive that promotes sustained stock ownership and alignment with stock price performance. | RSU Awards | | | |
CROCE
CROCE 20.7% 27.6% 30% (1) Performance Share Units (PSUs); Restricted Stock Units (RSUs).
Role of the Independent Compensation Committee
Role of the Independent Compensation Committee The Compensation Committee, composed entirely of independent members of the Board, is responsible for annually reviewing and approving all aspects of the Chief Executive Officer’s compensation, as well as annually reviewing and approving the compensation of all other NEOs. In performing these duties, the Compensation Committee obtains input, advice and information from senior management, members of Occidental’s Human Resources (HR) team and an independent compensation consultant, as further described below, throughout the year. The Compensation Committee also considers the views expressed by Occidental’s investors and shareholder advisory groups in making executive compensation decisions. The Compensation Committee uses publicly available data regarding the executive compensation practices of its compensation peer group (as defined below) as an additional tool but does not benchmark executive compensation to a specific percentile within the peer group.
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant In 2025, the Compensation Committee engaged Meridian Compensation Partners, LLC (Meridian) as its compensation consultant to provide advice on various executive compensation matters. Meridian has served as the Compensation Committee’s compensation consultant since 2016. The Compensation Committee reviewed the independence of Meridian under SEC rules, the NYSE Listed Company Manual standards and Occidental’s Independent Compensation Consultant Policy and found Meridian to be independent and without conflicts of interest. Occidental also participates in and reviews compensation surveys conducted by compensation consultants, including Meridian, in order to better understand external compensation practices, including with respect to executive compensation.
Role of Peer Company Information
Role of Peer Company Information To evaluate how Occidental’s executive compensation program compares within the oil and gas industry, particularly with respect to award types, compensation mix, performance metrics and reported levels of compensation, the Compensation Committee reviews the executive compensation practices, programs and policies of a “compensation peer group,” as identified below. The Compensation Committee also reviews and considers oil and gas industry compensation surveys and related materials. This information is used only as a reference and not to establish compensation benchmarks, as the Compensation Committee does not benchmark executive compensation to a specific percentile within the compensation peer group. Occidental also maintains a “performance peer group” within the oil and gas industry, and the value of the TSR awards is dependent on Occidental’s three-year TSR performance as compared to the three-year TSR performance of the companies within the applicable performance peer group. The Compensation Committee regularly reviews these peer groups to assess whether they have reasonably similar business strategies, represent a mix of integrated and independent oil and gas companies (including companies representative of different oil industry sectors such as upstream, downstream and integrated companies), are comparable with Occidental in enterprise value and/or assets, and generally compete against Occidental for investor dollars and/or executive talent.
Role of Peer Company Information
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Role of Peer Company Information
Table of Contents Compensation Discussion and Analysis In 2024, the annual routine review prompted the Compensation Committee to revise the 2025 compensation peer group. The Compensation Committee determined that it was appropriate to remove Pioneer Natural Resources Company and Hess Corporation considering M&A activity involving each company and add The Williams Companies, Inc., Schlumberger Limited, Diamondback Energy, Inc., Dow Inc., LyondellBasell Industries N.V. and Halliburton Company to broaden the industry sectors and balance the size of companies represented. In updating the 2025 compensation peer group, the Compensation Committee sought to address the persistent challenge of finding current independent peers of comparable size in a shrinking pool of peer companies with the backdrop of dynamic market conditions within our industries. Accordingly, the Compensation Committee expanded its review to include companies representative of different oil industry sectors to include upstream, midstream, downstream, integrated, oilfield services and chemical companies and considered, among other things, enterprise value and companies with which Occidental competes for talent. Consistent with its practice to not benchmark to a specific percentile within the peer group, the Compensation Committee did not seek direct alignment with pay levels or practices at peer companies when making the determination to update the 2025 compensation peer group. Going forward, the Compensation Committee will continue to evaluate the composition of the compensation and performance peer groups given company changes (e.g., the OxyChem divestiture), market conditions and other factors.
Role of Peer Company Information
| Company | Stock Ticker | Compensation Peers (2025) | Performance Peers (2025 TSR PSUs) | Enterprise Value at 12/31/25 ($ in billions)(1) | | BP p.l.c. | BP | ● | ● | $148.4 | | Chevron Corporation | CVX | ● | ● | $344.3 | | ConocoPhillips | COP | ● | ● | $132.9 | | Diamondback Energy, Inc. | FANG | ● | | $65.7 | | Dow Inc. | DOW | ● | | $32.6 | | EOG Resources, Inc. | EOG | ● | ● | $61.6 | | ExxonMobil Corporation | XOM | ● | ● | $543.4 | | Halliburton Company | HAL | ● | | $30.4 | | LyondellBasell Industries N.V. | LYB | ● | | $25.6 | | Marathon Petroleum Corporation | MPC | ● | | $87.2 | | Occidental Petroleum Corporation | OXY | | | $70.0 | | Phillips 66 | PSX | ● | | $73.1 | | Schlumberger Limited | SLB | ● | | $67.8 | | Shell plc | SHEL | ● | ● | $253.9 | | TotalEnergies SE | TTE | | ● | $178.0 | | Valero Energy Corporation | VLO | ● | | $58.5 | | Williams Companies, Inc. | WMB | ● | | $103.7 | | S&P 500 Index | — | | ● | $— |
Role of Peer Company Information
(1)Source: S&P Capital IQ. The chart below shows Occidental’s percentile rank versus its 2025 compensation peers for enterprise value and assets as of December 31, 2025. Occidental fell within the middle of its compensation peers for enterprise value (44th percentile) and assets (63rd percentile).
Role of Peer Company Information
| 2026 Proxy Statement | | | | 41 |
Role of Peer Company Information
Table of Contents Compensation Discussion and Analysis
Annual Cash Incentive
Annual Cash Incentive The ACI award is intended to motivate executives to achieve superior company and individual performance over a one-year period. In the first quarter of each plan year, the Compensation Committee approves individual target award amounts for each executive officer based on a review of compensation surveys, publicly available peer company data, the executive’s prior-year award value, retention considerations, the balance of short- and long-term pay and internal pay equity. The amounts earned by each NEO under the ACI award for 2025, which were paid in the first quarter of 2026, are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 49, as further described below. Setting the ACI Award Target. In February 2025, in connection with its annual review, the Compensation Committee approved slight increases for the ACI award targets for Ms. Hollub and Messrs. Dillon and Jackson and moderate increases for the ACI award targets for Messrs. Mathew and Simmons to align with market practices. All approved increases were also supported by strong 2024 performance. Then, in October 2025, the Compensation Committee, in consultation with Meridian, determined to further increase Mr. Jackson’s ACI award target in connection with his promotion to Chief Operating Officer in light of publicly available peer company and other market data.
Annual Cash Incentive
| NEO | Target 2024 ACI Award | Target 2025 ACI Award | Percentage Increase | | Vicki Hollub | $2,520,000 | $2,560,000 | 1.6% | | Sunil Mathew | $700,000 | $810,000 | 15.7% | | Richard A. Jackson(1) | $825,000 | $925,000 | 12.1% | | Kenneth Dillon | $825,000 | $840,000 | 1.8% | | Jeff F. Simmons | $700,000 | $800,000 | 14.3% |
Annual Cash Incentive
(1)In February 2025, Mr. Jackson’s target ACI award opportunity was set at $840,000, an increase of $15,000 from 2024, representing a 1.8% increase. Then, effective on or about October 1, 2025, Mr. Jackson’s target ACI award opportunity was increased by $85,000 to $925,000 in connection with his promotion to the position of Chief Operating Officer. Structure of the ACI Award. Potential payouts under the ACI award range from 0% to 200% of the target award amount, based on actual company performance, and may be adjusted upward or downward by up to 25% based on individual NEO performance. No such individual adjustments were made for 2025. Weighting the Metrics. The Compensation Committee annually reviews all facets of the ACI award, with an aim to incentivize the NEOs to excel in areas that are aligned with Occidental’s business objectives. For the 2025 ACI award, the Compensation Committee approved metrics related to the company’s total spend per barrel and free cash flow before working capital as well as strategy/innovation and sustainability goals. The Compensation Committee set target performance goals for each metric that it believed were rigorous based on Occidental’s detailed capital program and business plan, projections from the strategic planning team and business unit heads, prior-year results and third-party forecasts relating to future market conditions and other external market factors. Review and Final Determination. After determining the structure of the ACI award, at each regular meeting, Compensation Committee members receive updates regarding and review progress toward each target performance goal and, following the performance period, carefully analyze annual performance to inform the Compensation Committee’s payout determination.
Annual Cash Incentive
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Annual Cash Incentive
Table of Contents Compensation Discussion and Analysis
2025 Annual Cash Incentive Award
2025 Annual Cash Incentive Award 2025 ACI Award Results. For the 2025 ACI awards, the award payout was determined by the company performance described in this section. Although the 2025 ACI program permitted the increase or decrease of the ACI award payout by up to 25% based on individual performance, the Compensation Committee did not make any such adjustments. Thus, for the 2025 ACI awards, all of the NEOs were paid at 125% of target based on the company performance noted below.
2025 Annual Cash Incentive Award
| | | | | Performance Levels(1) | | | | | | | Weight | Potential Payout Range | Performance Metric | Threshold 50% Payout | Target 100% Payout | Maximum 200% Payout | Result as of 12/31/2025 | Weighted Score | | KEY CORPORATE OBJECTIVES | Financial | | | | | | | | | | | 0% - 70% | Total Spend per Barrel(2) | $30.74 | $29.00 | $27.26 | $28.21 | 50% | | | | 0% - 70% | Free Cash Flow before Working Capital(3) | $2.9B | $3.8B to $4.1B | $5.6B | $4.28B | 40% | | | Strategic / Innovation | | | | | | | | | | | 0% - 30% | Technology / AI Applications | Improve Unconventional Reservoir Recovery and Project Inventory ►Prove 2 advanced recovery technologies through lab testing, modeling and/or field pilots ►Complete field development plans for 2 multi-year EOR projects, supporting EOR growth into unconventional assets ►Deploy 3 advanced completions and well spacing technologies to improve well performance and cost efficiency | | | Above Target(4) | 20% | | | | | | AI Advancement ►Develop and deploy at least 10 AI applications that realize >$10 MM each of annual value impact to our business through either efficiency gains and/or improved performance ►Develop AI tools for improved reservoir characterization that enable better well results (with success to be measured by comparisons of predictive and actual well results) | | | | | | | | 0% - 10% | Low Carbon Ventures | Advance Carbon Management Platform ►Achieve STRATOS commercial operation ►Advance the efficiency and effectiveness of Carbon Engineering’s (CE) direct air capture (DAC) technology ►1 TX-LA sequestration hub achieves Class VI certification | | | At Target(5) | 5% | | | Sustainability | | | | | | | | | | | 0% - 20% | Emissions Reduction Projects | Reduce Emissions ►Deploy at least 5 emissions reduction projects or operational changes that reduce direct GHG or other air emissions ►Implement at least 3 actions that reduce indirect energy use GHG emissions or advance low carbon intensity energy technologies ►Deploy proven emissions detection technologies and increase the frequency of emissions surveys or measurements to accelerate the identification and mitigation of air emission sources | | | At Target(6) | 10% | | | TOTAL PAYOUT: | | | | | | | 125% |
2025 Annual Cash Incentive Award
70% 20% 10%
2025 Annual Cash Incentive Award
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2025 Annual Cash Incentive Award
Table of Contents Compensation Discussion and Analysis (1)No payouts are made in respect of a financial performance goal under the ACI award unless the applicable threshold performance level for such performance goal is achieved. (2)“Total Spend per Barrel” (TSPB) applies to continuing operations and equals the sum of SG&A, OPEX and CAPEX, divided by MMboe. For purposes of the ACI award, “SG&A” or “selling, general and administrative expenses” means total SG&A and other operating and non-operating expenses for the company, prior to any accrual for the 2025 ACI award; “OPEX” or “operating expenses” means total upstream oil and gas lease operating expenses; “CAPEX” or “capital expenditures” means total capital investment for the company; and “MMboe” means total million “Boe,” or barrels of oil equivalent, produced in the year. (3)Free Cash Flow before Working Capital is defined as cash flows from operations before changes in working capital less capital expenditures (net of contributions from non-controlling interest). (4)The Compensation Committee decided that the target metrics for technology/AI applications were met above target, with the rationale summarized below: ►Occidental progressed at least five advanced recovery methods through lab testing, modeling and/or field pilots across its U.S. Onshore assets in 2025. These methods improved well performance and recovery by reenergizing the reservoir, reducing interfacial tension and/or altering the wettability of the formation. Demonstration projects executed in 2025 spanned multiple fields across the Permian and DJ Basins with additional methods pending execution at year-end. ►Occidental deployed multiple completions technologies to improve well performance and cost efficiency. These technologies are designed to enable improvements through more efficient operations and enhanced data collection. Technologies allow for multiple wells completions at once, continuous pumping, automated completions or enhanced data collection through various vendor products. These technologies were utilized across five frac cores and multiple fields within the Permian Basin throughout 2025. ►Occidental continued efforts to strengthen its portfolio of execution-ready Unconventional EOR projects by completing development plans for multi-year injection projects. Additionally, Occidental created the EOR Ventures organization to accelerate the development and deployment of this long-term growth opportunity. ►In 2025, Occidental developed 20 AI projects that each range from $10-$90 million in estimated annual benefit. At year-end, 14 of these projects had been deployed, four were in the piloting phase, and two remained under development. ►In 2025, Occidental developed several new AI tools for reservoir characterization that improve our subsurface understanding. These tools have been incorporated into traditional geoscience platforms for business application. Blind testing of results has confirmed that predictive results are improved. (5)The Compensation Committee also determined that the target metrics for low carbon ventures were met at target, with the rationale summarized below: ►In 2025, Occidental commissioned the STRATOS wet loop and added chemical to commence CO2 capture. It also progressed central processing and calciner commissioning with an initial calciner burner testing. ►Occidental achieved pilot-scale success in multiple next-generation technologies designed to reduce the equipment, materials and energy required for CE’s DAC technology, proceeding with incorporation into the CE Innovation Center demonstration plant. Such advancements are expected to enable operational footprint and cost reductions. ►Occidental obtained Class VI sequestration permits and authorization to inject from the U.S. EPA in 2025 for the Brown Pelican sequestration facility associated with STRATOS. (6)The Compensation Committee also determined that the target metrics for emission reduction projects were met at target, with the rationale summarized below: ►Occidental implemented more than 10 emissions reduction projects in 2025 involving hundreds of facilities and wells and thousands of pieces of equipment across our oil and gas operations, including facility consolidations to remove compressors, tanks and other equipment; upgrades of vapor recovery systems; implementation of compressor emission controls; additional fuel gas metering; continuing removal or conversion of gas-driven pneumatic devices; ongoing field and equipment electrification; and expansion of takeaway capacity in Oman to reduce flaring. ►Occidental entered into three power purchase agreements for renewable energy in Texas; installed solar canopies at parking lots in Oman’s residential camps; and continued to advance low-carbon technologies with partners, including demonstration projects using TerraLithium’s patented direct lithium extraction process from geothermal brine. ►Occidental implemented multiple complementary methane detection technologies in 2025, including voluntary leak detection and repair surveys, flare destruction and removal efficiency testing, and an increased frequency and coverage of aerial methane surveys using aircraft or drones to further accelerate and validate our Find It/Fix It program.
Long-Term Incentive Program
Long-Term Incentive Program The majority of NEO compensation is determined by Occidental’s long-term performance. The LTI awards are intended to motivate and incentivize executives to achieve results (including stock price performance) that are consistent with Occidental’s strategic business objectives. The Compensation Committee believes that long-term incentive compensation should represent the largest portion of each NEO’s total compensation package and that the levels of payout ultimately achieved should reflect Occidental’s performance, both relative to peer company performance and on an absolute basis. During the process of determining the NEOs’ LTI compensation packages for 2025, the Compensation Committee evaluated many factors, including: ►Alignment of executive officer pay to achieving long-term growth in shareholder value; ►Linkage of any above-target payouts to superior performance and absolute returns; ►Shareholder feedback regarding long-term compensation metrics; ►Competitiveness with the compensation programs of peer companies; ►Impact of commodity prices on Occidental’s stock price and financial performance; and ►Allocation of total compensation between long-term and short-term components.
Long-Term Incentive Program
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Long-Term Incentive Program
Table of Contents Compensation Discussion and Analysis 2025 Long-Term Incentive Program. The 2025 LTI program consisted of two PSU awards (one based on Occidental’s relative and absolute TSR and the other based on absolute CROCE performance) and a time-based RSU award as follows: 30% CROCE Award 40% RSU Award 30% TSR Award Forfeiture and change in control provisions applicable to the awards are discussed in more detail in the Potential Payments upon Termination or Change in Control table and the accompanying footnotes beginning on page 56. Setting the LTI Award Target. In February 2025, in connection with its annual review, the Compensation Committee approved modest increases for the LTI award targets for NEOs.
Long-Term Incentive Program
| NEO | Target 2024 LTI Award | Target 2025 LTI Award | Percentage Increase | | Vicki Hollub | $11,800,000 | $12,250,000 | 3.8% | | Sunil Mathew | $3,200,000 | $3,300,000 | 3.1% | | Richard A. Jackson(1) | $3,600,000 | $3,700,000 | 2.8% | | Kenneth Dillon | $3,600,000 | $3,700,000 | 2.8% | | Jeff F. Simmons | $3,100,000 | $3,200,000 | 3.2% |
Long-Term Incentive Program
(1)Excludes the one-time grant of RSUs valued at $1,500,000 in connection with Mr. Jackson’s promotion to the position of Chief Operating Officer, which is discussed in more detail below. Total Shareholder Return (TSR) Award. The Compensation Committee believes that the comparison of Occidental’s three-year TSR to peer companies’ TSR over the same period is an objective external measure of Occidental’s effectiveness in translating its results into shareholder returns. TSR is the change in price of a share of common stock plus reinvested dividends, over a specified period of time, and is an indicator of management’s achievement of long-term growth in shareholder value. Payout of the TSR award is based on Occidental’s three-year TSR as compared to the three-year TSR of the performance peers identified on page 40. The TSR award is denominated in PSUs, each of which is equivalent to one share of common stock. The percentage of target PSUs that will be payable at the end of the three-year performance period, which began January 1, 2025 and ends December 31, 2027, will depend on Occidental’s relative and absolute TSR performance. If Occidental’s absolute TSR is negative over the performance period, then, irrespective of Occidental’s ranking within the peer group, the payout of the TSR award is capped at no more than target. A table illustrating the potential payout of the TSR award based on relative and absolute TSR performance is set forth below:
Long-Term Incentive Program
| TSR Ranking | % of Target PSUs Earned | | #1 | 200% | | #2 | 180% | | Between #2 and #8 | Linearly interpolated between 25% and 180% | | #8 | 25% | | #9 | 0% | | For payout above 100%, Occidental’s absolute TSR must be positive. | |
Long-Term Incentive Program
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Long-Term Incentive Program
Table of Contents Compensation Discussion and Analysis An example of the interpolation calculation if Occidental ranked fourth among its TSR performance peers with respect to the 2025 TSR awards is as follows:
Long-Term Incentive Program
| TSR Ranking | Formula Points | Company | Standing | % of Target PSUs Earned | | #1 | | AAA | 22.50% | 200% | | #2 | B | BBB | 20.00% | 180% | | #3 | | CCC | 17.50% | Linearly interpolated between 25% and 180% | | #4 | | OXY | 15.00% | | | #5 | | DDD | 12.50% | | | #6 | | EEE | 10.00% | | | #7 | | FFF | 7.50% | | | #8 | A | GGG | 5.00% | 25% | | #9 | | HHH | 2.50% | 0% | | Interpolation Formula = 25% + [(180% - 25%) x ((OXY TSRI – A) / (B – A))] Interpolation Formula = 25% + [155% x ((15% - 5%) / (20% - 5%))] | | | | | | Example Interpolation Payout Result = 128.3% | | | | |
Long-Term Incentive Program
The cap on the TSR award payout if absolute TSR performance over the performance period is negative is intended to reinforce the pay-for-performance nature of the compensation program. Cumulative dividend equivalents will be paid in cash at the end of the three-year performance period and will be paid only on the number of PSUs earned. No Payout of 2023 TSR Awards. No amounts were earned under the 2023 TSR awards, which had a performance period that ended on December 31, 2025 and were structured similarly to the 2025 TSR awards described above. Cash Return on Capital Employed (CROCE) Award. The CROCE award is designed to focus executives on the efficient use of capital by promoting discipline in capital allocation decisions. CROCE is a transparent measure of how efficiently Occidental uses its capital and is calculated from Occidental’s audited financial statements with no adjustments for special items. The Compensation Committee aims to set the CROCE performance targets at a challenging level for each performance period based on our capital program, multi-year business plan and strategy, projections from our strategic planning teams, historical results and third-party forecasts relating to future market conditions. The CROCE award is denominated in PSUs, each of which is equivalent to one share of common stock. The percentage of target PSUs that become payable at the end of the applicable three-year performance period depends on Occidental’s absolute CROCE during the performance period. A table illustrating the potential payout of the 2025 CROCE award based on three-year CROCE performance is set forth below:
Long-Term Incentive Program
| CROCE Performance Targets(1) | % of Target PSUs Earned(2) | | CROCE of ≥ 21% | 200% | | CROCE of 19% | 100% | | CROCE of 17% | 25% | | CROCE < 17% | 0% |
Long-Term Incentive Program
(1)See page 73 for the formula to calculate CROCE. (2)Payout percentages for CROCE values between 17% and 21% to be determined using linear interpolation between 25% and 200% of target, with a target payout at a CROCE of 19%. Our CROCE performance targets were set at a slightly lower level for the 2025 CROCE award compared to the 2024 CROCE award to reflect operating and financial plans that incorporated expectations, based on both internal and third-party projections and analyses, for a less favorable commodity price environment over the three-year performance period of the 2025 CROCE award as compared to the prior performance period; considering these factors, the Compensation Committee believes that the 2025 CROCE award performance targets were set at a rigorous level for value creation and were at least as challenging as those for the 2024 CROCE award. Payout of 2023 CROCE Awards. For the 2023 CROCE award, which had a performance period that ended on December 31, 2025, Occidental achieved a three-year CROCE of approximately 21.1% as of the end of the performance period, which exceeded the target performance level of such CROCE award. Thus, the Compensation Committee approved a payout result of 104.6%. Restricted Stock Unit (RSU) Award. The 2025 RSU award vests ratably over three years with one-third vesting on each of February 28, 2026, 2027 and 2028, subject to continued employment. In addition, in connection with Mr. Jackson’s promotion to the position of Chief Operating Officer during October 2025, the Compensation Committee approved a one-time RSU award to Mr. Jackson valued at $1,500,000 following consultation with Meridian and review of pertinent information, including market compensation data, to align with market practices and increase his alignment with shareholders. The RSU award vests in equal annual installments over a three-year period subject to Mr. Jackson’s continued service through the applicable vesting dates. Each RSU is equivalent to one share of common stock, and payment for a vested RSU award will be made solely in shares of common stock. The shares of stock ultimately received by the NEO pursuant to the RSU award are subject to a two-year post-vesting holding period. Dividend equivalents are accrued and paid out upon vesting.
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Long-Term Incentive Program
Table of Contents Compensation Discussion and Analysis
Nonqualified Deferred Compensation Plans
Nonqualified Deferred Compensation Plans Occidental maintains two nonqualified deferred compensation plans: (i) the SRP II and (ii) the Modified Deferred Compensation Plan (MDCP). The purpose of the SRP II is to provide eligible employees, including the NEOs, with benefits to compensate them for maximum limits imposed by law on the amount of contributions that may be made to Occidental’s tax-qualified defined contribution plans. The purpose of the MDCP is to provide key management and highly compensated employees the ability to accumulate additional retirement income through deferrals of compensation. Additional information regarding the terms and conditions of the SRP II and the MDCP is provided in “Nonqualified Deferred Compensation” on pages 53 and 54. Amounts contributed to the SRP II on behalf of the NEOs are included in the “All Other Compensation” column of the Summary Compensation Table on page 49 and above market earnings under the plans are included in the “Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table on page 49. None of the executive officers made contributions to the MDCP or SRP II in 2025. The contributions, aggregate earnings, withdrawals and aggregate balances for the NEOs in the SRP II and MDCP with respect to 2025 are shown in the Nonqualified Deferred Compensation table on page 54.
Retirement Policy
Retirement Policy Each of Occidental’s NEOs and certain other key employees are eligible participants under the Occidental Petroleum Corporation Retirement Policy. See “Executive Severance and Change in Control—Retirement Policy” on page 55 for a description of the policy.
Equity Grant Practices
Equity Grant Practices The Compensation Committee generally approves annual equity awards each year at its regularly scheduled Compensation Committee meeting in February. Consistent with such practice, at its regularly scheduled February 2025 meeting, the Compensation Committee approved 2025 equity grants pursuant to the LTI program with a grant date of March 1, 2025. The grant date fair value of each of the CROCE and RSU awards was based on the closing price of Occidental’s common stock on the NYSE on the grant date, and the grant date fair value of the TSR award also incorporates the estimated payout percentage of the award as of the grant date. Awards may also be granted throughout the year, generally in instances of new hires, promotions or other special occasions. In addition, as specifically authorized by the terms of the LTIP, Ms. Hollub and our Vice President, Human Resources have been delegated the authority to grant equity awards in certain circumstances to new employees and to grant equity awards to Occidental’s employees who are not executive officers, in each case, within specified limits. During 2025, the Compensation Committee did not take into account any material non-public information when determining the timing and terms of equity incentive awards, and Occidental did not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. During 2025, Occidental also did not grant any equity awards to any of the NEOs other than at its regularly scheduled February 2025 meeting, except for the RSU award granted in October 2025 to Mr. Jackson in connection with his promotion to the position of Chief Operating Officer. Occidental did not grant any stock options or stock appreciation rights to the NEOs at any time in 2025. Occidental may change its equity grant practices in the future.
Summary Compensation
| SUMMARY COMPENSATION TABLE |
Summary Compensation
| Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards | Non-Equity Incentive Plan Compensation(2) | Nonqualified Deferred Compensation Earnings(3) | All Other Compensation(4) | Total | | Vicki Hollub President and Chief Executive Officer | 2025 | $1,596,781 | $— | $12,298,207 | $— | $3,200,000 | $238,572 | $722,409 | $18,055,969 | | | 2024 | $1,564,959 | $— | $12,640,152 | $— | $3,402,000 | $214,438 | $713,512 | $18,535,061 | | | 2023 | $1,472,603 | $— | $12,028,476 | $— | $3,375,000 | $174,726 | $684,214 | $17,735,019 | | Sunil Mathew Senior Vice President and Chief Financial Officer | 2025 | $802,274 | $— | $3,313,093 | $— | $1,012,500 | $65,819 | $258,319 | $5,452,005 | | | 2024 | $743,306 | $— | $3,427,914 | $— | $945,000 | $57,543 | $259,999 | $5,433,762 | | | 2023 | $670,411 | $— | $3,457,479 | $— | $1,050,000 | $44,919 | $264,122 | $5,486,931 | | Richard A. Jackson Senior Vice President and Chief Operating Officer | 2025 | $855,630 | $— | $5,214,694 | $— | $1,156,300 | $96,242 | $288,496 | $7,611,362 | | | 2024 | $790,314 | $— | $3,856,461 | $— | $1,113,800 | $86,950 | $287,153 | $6,134,678 | | | 2023 | $753,151 | $— | $3,742,166 | $— | $1,200,000 | $71,228 | $279,206 | $6,045,751 | | Kenneth Dillon Senior Vice President and President, International Oil and Gas Operations | 2025 | $834,205 | $— | $3,714,664 | $— | $1,050,000 | $129,352 | $302,460 | $6,030,681 | | | 2024 | $790,314 | $— | $3,856,461 | $— | $1,113,800 | $120,068 | $305,123 | $6,185,766 | | | 2023 | $753,151 | $— | $3,742,166 | $— | $1,237,500 | $101,562 | $315,989 | $6,150,368 | | Jeff F. Simmons Senior Vice President and Chief Petrotechnical Officer | 2025 | $750,493 | $— | $3,212,724 | $— | $1,000,000 | $150,584 | $255,771 | $5,369,572 | | | 2024 | $713,306 | $— | $3,320,777 | $— | $945,000 | $145,463 | $254,194 | $5,378,740 | | | 2023 | $665,890 | $— | $3,346,000 | $— | $1,050,000 | $125,733 | $273,937 | $5,461,560 |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The table below shows the plan-based awards granted by the Compensation Committee to the NEOs in 2025. For a summary of the key terms of the awards granted pursuant to the 2025 long-term incentive program, see “Compensation Discussion and Analysis—Elements of the 2025 Compensation Program—Long-Term Incentive Program” beginning on page 43. For the actual amounts earned under the ACI award, see the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 49.
Grants of Plan-Based Awards
| GRANTS OF PLAN-BASED AWARDS |
Grants of Plan-Based Awards
| Name/Type of Award | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | V. Hollub | | | | | | | | | | | ACI | | $1,280,000 | $2,560,000 | $5,120,000 | | | | | | | CROCE(2) | 03/01/2025 | | | | 18,812 | 75,246 | 150,492 | | $3,675,015 | | RSU(3) | 03/01/2025 | | | | | | | 100,328 | $4,900,020 | | TSR(4) | 03/01/2025 | | | | 18,812 | 75,246 | 150,492 | | $3,723,172 | | S. Mathew | | | | | | | | | | | ACI | | $405,000 | $810,000 | $1,620,000 | | | | | | | CROCE(2) | 03/01/2025 | | | | 5,068 | 20,271 | 40,542 | | $990,036 | | RSU(3) | 03/01/2025 | | | | | | | 27,028 | $1,320,048 | | TSR(4) | 03/01/2025 | | | | 5,068 | 20,271 | 40,542 | | $1,003,009 | | R. Jackson | | | | | | | | | | | ACI | | $462,500 | $925,000 | $1,850,000 | | | | | | | CROCE(2) | 03/01/2025 | | | | 5,682 | 22,728 | 45,456 | | $1,110,036 | | RSU(3) | 03/01/2025 | | | | | | | 30,304 | $1,480,047 | | RSU(5) | 10/01/2025 | | | | | | | 31,434 | $1,500,030 | | TSR(4) | 03/01/2025 | | | | 5,682 | 22,728 | 45,456 | | $1,124,581 | | K. Dillon | | | | | | | | | | | ACI | | $420,000 | $840,000 | $1,680,000 | | | | | | | CROCE(2) | 03/01/2025 | | | | 5,682 | 22,728 | 45,456 | | $1,110,036 | | RSU(3) | 03/01/2025 | | | | | | | 30,304 | $1,480,047 | | TSR(4) | 03/01/2025 | | | | 5,682 | 22,728 | 45,456 | | $1,124,581 | | J. Simmons | | | | | | | | | | | ACI | | $400,000 | $800,000 | $1,600,000 | | | | | | | CROCE(2) | 03/01/2025 | | | | 4,915 | 19,657 | 39,314 | | $960,048 | | RSU(3) | 03/01/2025 | | | | | | | 26,209 | $1,280,048 | | TSR(4) | 03/01/2025 | | | | 4,915 | 19,657 | 39,314 | | $972,628 |
Grants of Plan-Based Awards
(1)Amounts shown reflect the possible payout range of the 2025 ACI award. For the actual amounts earned pursuant to the ACI award, see the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 49. For 2025, payout of the ACI award was based on Occidental’s performance with respect to certain key company performance metrics. The ACI award is described further under “Compensation Discussion and Analysis—Elements of the 2025 Compensation Program—Annual Cash Incentive” beginning on page 41. (2)The grant date fair value of the CROCE award is equal to the target number of CROCE PSUs originally granted multiplied by $48.84, the closing price of Occidental’s common stock on February 28, 2025, the last trading day prior to the grant date. Actual payout of the CROCE award may be zero or range from 25% to 200% of the target number of CROCE PSUs granted based on Occidental’s CROCE at the end of the three-year performance period. For more information regarding the payout possibilities of the CROCE award, see “Compensation Discussion and Analysis—Elements of the 2025 Compensation Program—Long-Term Incentive Program—Cash Return on Capital Employed (CROCE) Award” on page 45. (3)The grant date fair value of the RSU award is equal to the number of RSUs granted multiplied by $48.84, the closing price of Occidental’s common stock on February 28, 2025, the last trading day prior to the grant date. The RSU award vests ratably over three years with one-third vesting on each of February 28, 2026, 2027 and 2028, subject to continued employment, and is payable in shares of common stock upon vesting. The vested shares are subject to a two-year holding period. The value of the RSU award at vesting will depend on the closing price of Occidental’s common stock on each vesting date. For more information regarding the RSU award, see “Compensation Discussion and Analysis—Elements of the 2025 Compensation Program—Long-Term Incentive Program—Restricted Stock Unit (RSU) Award” on page 45. (4)The grant date fair value of the TSR award is based on a Monte Carlo simulation in accordance with FASB ASC 718. Actual payout of the TSR award may be zero or range from 25% to 200% of the target number of TSR PSUs granted based on Occidental’s TSR at the end of the three-year performance period as compared to the TSR of the performance peer companies, and whether Occidental’s absolute TSR value for the performance period is positive. For more information regarding the payout possibilities of the TSR award, see “Compensation Discussion and Analysis—Elements of the 2025 Compensation Program—Long-Term Incentive Program—Total Shareholder Return (TSR) Award” beginning on page 44. (5)Amounts shown reflect the RSU award granted to Mr. Jackson in connection with his promotion to Chief Operating Officer. The grant date fair value of this RSU award is equal to the number of RSUs granted multiplied by $47.72, the closing price of Occidental’s common stock on the grant date. The RSU award vests ratably over three years with one-third vesting on each of September 30, 2026, 2027 and 2028.
Grants of Plan-Based Awards
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Grants of Plan-Based Awards
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Outstanding Equity Awards
Outstanding Equity Awards The table below sets forth the outstanding equity awards held by the NEOs as of December 31, 2025.
Outstanding Equity Awards
| OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 |
Outstanding Equity Awards
| | | Nonqualified Stock Options and Stock Appreciation Rights | | | Stock Awards | | | | | Name/ Type of Award | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(2) | | V. Hollub | | | | | | | | | | NQSO | 02/14/2020 | 599,309 | $40.03 | 02/14/2030 | | | | | | NQSO | 02/12/2021 | 144,454 | $25.39 | 02/12/2031 | | | | | | NQSO | 02/11/2022 | 104,213 | $42.98 | 02/11/2032 | | | | | | SAR | 02/14/2020 | 256,846 | $40.03 | 02/14/2030 | | | | | | RSU(3) | 03/01/2023 | | | | 25,121 | $1,032,976 | | | | RSU(3) | 03/01/2024 | | | | 51,282 | $2,108,716 | | | | RSU(3) | 03/01/2025 | | | | 100,328 | $4,125,487 | | | | CROCE(4) | 03/01/2024 | | | | | | 14,424 | $593,115 | | CROCE(4) | 03/01/2025 | | | | | | 18,812 | $773,549 | | TSR(5) | 03/01/2024 | | | | | | 14,424 | $593,115 | | TSR(5) | 03/01/2025 | | | | | | 18,812 | $773,549 | | S. Mathew | | | | | | | | | | RSU(3) | 03/01/2023 | | | | 8,653 | $355,811 | | | | RSU(3) | 03/01/2024 | | | | 13,907 | $571,856 | | | | RSU(3) | 03/01/2025 | | | | 27,028 | $1,111,391 | | | | CROCE(4) | 03/01/2024 | | | | | | 3,912 | $160,861 | | CROCE(4) | 03/01/2025 | | | | | | 5,068 | $208,396 | | TSR(5) | 03/01/2024 | | | | | | 3,912 | $160,861 | | TSR(5) | 03/01/2025 | | | | | | 5,068 | $208,396 | | R. Jackson | | | | | | | | | | NQSO | 02/12/2021 | 55,030 | $25.39 | 02/12/2031 | | | | | | NQSO | 02/11/2022 | 34,204 | $42.98 | 02/11/2032 | | | | | | RSU(3) | 03/01/2023 | | | | 7,815 | $321,353 | | | | RSU(3) | 03/01/2024 | | | | 15,646 | $643,364 | | | | RSU(3) | 03/01/2025 | | | | 30,304 | $1,246,100 | | | | RSU(3) | 10/01/2025 | | | | 31,434 | $1,292,566 | | | | CROCE(4) | 03/01/2024 | | | | | | 4,401 | $180,969 | | CROCE(4) | 03/01/2025 | | | | | | 5,682 | $233,644 | | TSR(5) | 03/01/2024 | | | | | | 4,401 | $180,969 | | TSR(5) | 03/01/2025 | | | | | | 5,682 | $233,644 | | K. Dillon | | | | | | | | | | NQSO | 02/14/2020 | 240,539 | $40.03 | 02/14/2030 | | | | | | NQSO | 02/12/2021 | 57,978 | $25.39 | 02/12/2031 | | | | | | NQSO | 02/11/2022 | 37,410 | $42.98 | 02/11/2032 | | | | | | RSU(3) | 03/01/2023 | | | | 7,815 | $321,353 | | | | RSU(3) | 03/01/2024 | | | | 15,646 | $643,364 | | | | RSU(3) | 03/01/2025 | | | | 30,304 | $1,246,100 | | | | CROCE(4) | 03/01/2024 | | | | | | 4,401 | $180,969 | | CROCE(4) | 03/01/2025 | | | | | | 5,682 | $233,644 | | TSR(5) | 03/01/2024 | | | | | | 4,401 | $180,969 | | TSR(5) | 03/01/2025 | | | | | | 5,682 | $233,644 |
Outstanding Equity Awards
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Outstanding Equity Awards
Table of Contents Executive Compensation Tables
Outstanding Equity Awards
| | | Nonqualified Stock Options and Stock Appreciation Rights | | | Stock Awards | | | | | Name/ Type of Award | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(2) | | J. Simmons | | | | | | | | | | RSU(3) | 03/01/2023 | | | | 8,374 | $344,339 | | | | RSU(3) | 03/01/2024 | | | | 13,472 | $553,969 | | | | RSU(3) | 03/01/2025 | | | | 26,209 | $1,077,714 | | | | CROCE(4) | 03/01/2024 | | | | | | 3,790 | $155,845 | | CROCE(4) | 03/01/2025 | | | | | | 4,915 | $202,105 | | TSR(5) | 03/01/2024 | | | | | | 3,790 | $155,845 | | TSR(5) | 03/01/2025 | | | | | | 4,915 | $202,105 |
Outstanding Equity Awards
(1)Anti-dilution adjustments were previously made to the exercise price and the number of shares of common stock underlying the 2020 nonqualified stock option (NQSO) and stock appreciation right (SAR) awards in connection with the warrant distribution on August 3, 2020. The closing price of Occidental’s common stock on the NYSE on December 31, 2025 ($41.12) was in excess of the strike price of the outstanding 2020 and 2021 NQSO awards and the grant price of the 2020 SAR award. (2)The dollar amounts shown represent the product of the number of shares or units shown in the column immediately to the left and $41.12, the closing price of Occidental’s common stock on the NYSE on December 31, 2025. (3)The RSU awards vest ratably over a three-year period, subject to continued employment. The unvested portion of the RSU award granted in February 2023 vested on February 28, 2026; one-third of the total RSU award granted in March 2024 vested on February 28, 2026 and the remaining unvested portion will vest on February 28, 2027; one-third of the total RSU award granted in March 2025 vested on February 28, 2026 and the remaining unvested portion will vest ratably on February 28, 2027 and 2028; one-third of the total RSU award granted in October 2025 will vest on each of September 30, 2026, 2027 and 2028. (4)Pursuant to SEC rules, the values shown for the CROCE awards granted in 2024 and 2025 reflect a payout at the threshold performance level; however, based on Occidental’s performance through December 31, 2025, the 2024 and 2025 CROCE awards were trending below threshold performance, which would result in zero payout. The CROCE awards vest based on the achievement of the applicable CROCE performance goal over the three-year performance period. The performance periods for the 2024 and 2025 CROCE awards end on December 31, 2026 and December 31, 2027, respectively. The ultimate payout may be less than the amounts shown, with the possibility of no payout, depending on the outcome of the performance criteria and the value of Occidental’s common stock on the award certification date. (5)Pursuant to SEC rules, the values shown for the TSR awards granted in 2024 and 2025 reflect a payout at the threshold performance level; however, based on Occidental’s performance through December 31, 2025, the 2024 TSR awards were trending below threshold performance, which would result in zero payout. The TSR awards vest based on the achievement of the applicable TSR performance goal over the three-year performance period. The performance periods for the 2024 and 2025 TSR awards end on December 31, 2026 and December 31, 2027, respectively. The ultimate payout may be less or more than the amounts shown, with the possibility of no payout, depending on the outcome of the performance criteria and the value of Occidental’s common stock on the award certification date.
Outstanding Equity Awards
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Outstanding Equity Awards
Table of Contents Executive Compensation Tables
Stock Vested in 2025
Stock Vested in 2025 The following table summarizes, for the NEOs, the stock awards vested during 2025. No NQSO or SAR awards were exercised by the NEOs in 2025.
Stock Vested in 2025
| PREVIOUSLY GRANTED STOCK AWARDS VESTED IN 2025 |
Stock Vested in 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | V. Hollub | 128,789 | $6,187,775 | | S. Mathew | 26,852 | $1,311,452 | | R. Jackson | 40,236 | $1,933,306 | | K. Dillon | 40,818 | $1,961,731 | | J. Simmons | 26,744 | $1,306,177 |
Stock Vested in 2025
(1)Amounts shown represent the product of the number of shares vested and the closing price of Occidental’s common stock on the NYSE on either the award’s certification date, for performance-based awards, or the award’s vesting date, for time-vested awards. In each case, the number of shares acquired at vesting and the value realized at vesting do not include any reduction in vested shares or value realized associated with the withholding of shares to satisfy tax withholding obligations.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation
Modified Deferred Compensation Plan
| NONQUALIFIED DEFERRED COMPENSATION |
Potential Payments upon Termination or Change
Potential Payments upon Termination or Change
Potential Payments
Potential Payments In the table that follows, payments and other benefits provided to the NEOs in connection with various termination and termination following a change in control situations are set out as if the conditions for payment had occurred and the applicable triggering events took place on December 31, 2025, with equity values calculated using the closing price of Occidental’s common stock as of December 31, 2025 ($41.12), the last trading day of our 2025 fiscal year. The amounts shown are in addition to the payments and benefits that are potentially available to all full-time salaried U.S. payroll employees, such as amounts vested under the Savings Plan and other tax-qualified retirement plans, amounts vested under Occidental’s nonqualified deferred compensation plans, payment for accrued PTO up to a maximum accrual ceiling of 350 hours, and disability benefits, among others. Actual amounts to be paid will depend on several factors, such as the date of each NEO’s separation from Occidental or the occurrence of a change in control event, Occidental’s ultimate achievement of performance goals underlying performance awards and the price of Occidental’s common stock when such awards are earned, if at all. The disclosures below do not take into consideration any requirements under Section 409A of the Internal Revenue Code, which could affect the timing of payments and distributions, or any reductions resulting from the application of the net best after tax provisions under the Severance Plan and CIC Severance Plan.
Potential Payments
| Name/Type of Benefit(1) | Retirement(2) | Death or Disability | Involuntary Termination without Cause(3) | Change in Control | Change in Control and Qualifying Termination(4) | | V. Hollub | | | | | | | RSU Awards(5) | $7,267,179 | $2,902,949 | $2,902,949 | $— | $7,267,179 | | CROCE Awards(6) | $— | $— | $— | $— | $5,466,452 | | TSR Awards(7) | $773,549 | $257,843 | $257,843 | $— | $5,466,452 | | Cash Severance(8) | $— | $— | $8,320,000 | $— | $12,438,400 | | Pro-Rata Bonus(8) | $3,200,000 | $3,200,000 | $2,560,000 | $— | $3,200,000 | | Health & Welfare Benefits(8) | $— | $— | $44,830 | $— | $44,830 | | Outplacement(8) | $— | $— | $30,000 | $— | $30,000 | | Total | $11,240,728 | $6,360,792 | $14,115,622 | $— | $33,913,313 | | S. Mathew | | | | | | | RSU Awards(5) | $848,717 | $848,717 | $848,717 | $— | $2,039,059 | | CROCE Awards(6) | $— | $— | $— | $— | $1,476,907 | | TSR Awards(7) | $69,462 | $69,462 | $69,462 | $— | $1,476,907 | | Cash Severance(8) | $— | $— | $2,430,000 | $— | $3,240,000 | | Pro-Rata Bonus(8) | $1,012,500 | $1,012,500 | $810,000 | $— | $1,012,500 | | Health & Welfare Benefits(8) | $— | $— | $62,983 | $— | $62,983 | | Outplacement(8) | $— | $— | $30,000 | $— | $30,000 | | Total | $1,930,679 | $1,930,679 | $4,251,162 | $— | $9,338,356 | | R. Jackson | | | | | | | RSU Awards(5) | $995,926 | $995,926 | $995,926 | $— | $3,503,383 | | CROCE Awards(6) | $— | $— | $— | $— | $1,658,370 | | TSR Awards(7) | $77,881 | $77,881 | $77,881 | $— | $1,658,370 | | Cash Severance(8) | $— | $— | $2,775,000 | $— | $3,700,000 | | Pro-Rata Bonus(8) | $1,156,300 | $1,156,300 | $925,000 | $— | $1,156,300 | | Health & Welfare Benefits(8) | $— | $— | $58,619 | $— | $58,619 | | Outplacement(8) | $— | $— | $30,000 | $— | $30,000 | | Total | $2,230,107 | $2,230,107 | $4,862,426 | $— | $11,765,042 |
Potential Payments
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Potential Payments
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Potential Payments
| Name/Type of Benefit(1) | Retirement(2) | Death or Disability | Involuntary Termination without Cause(3) | Change in Control | Change in Control and Qualifying Termination(4) | | K. Dillon | | | | | | | RSU Awards(5) | $2,210,817 | $887,411 | $887,411 | $— | $2,210,817 | | CROCE Awards(6) | $— | $— | $— | $— | $1,658,370 | | TSR Awards(7) | $233,644 | $77,881 | $77,881 | $— | $1,658,370 | | Cash Severance(8) | $— | $— | $2,520,000 | $— | $3,360,000 | | Pro-Rata Bonus(8) | $1,050,000 | $1,050,000 | $840,000 | $— | $1,050,000 | | Health & Welfare Benefits(8) | $— | $— | $40,380 | $— | $40,380 | | Outplacement(8) | $— | $— | $30,000 | $— | $30,000 | | Total | $3,494,461 | $2,015,292 | $4,395,672 | $— | $10,007,937 | | J. Simmons | | | | | | | RSU Awards(5) | $1,976,022 | $822,153 | $822,153 | $— | $1,976,022 | | CROCE Awards(6) | $— | $— | $— | $— | $1,431,552 | | TSR Awards(7) | $202,105 | $67,365 | $67,365 | $— | $1,431,552 | | Cash Severance(8) | $— | $— | $2,332,500 | $— | $3,110,000 | | Pro-Rata Bonus(8) | $1,000,000 | $1,000,000 | $800,000 | $— | $1,000,000 | | Health & Welfare Benefits(8) | $— | $— | $43,240 | $— | $43,240 | | Outplacement(8) | $— | $— | $30,000 | $— | $30,000 | | Total | $3,178,127 | $1,889,518 | $4,095,258 | $— | $9,022,366 |
Potential Payments
(1)The treatment of outstanding equity awards in connection with each termination scenario specified in this table is summarized in the chart below:
Potential Payments
| Type of Award | Eligible Retirement under the Retirement Policy | Retirement with Occidental Consent (which is not an Eligible Retirement under the Retirement Policy) | Death or Disability | Involuntary Termination without Cause | Change in Control | Change in Control and Qualifying Termination | | RSU | Award vests in full. | Award vests on a pro-rata basis. | Award vests on a pro-rata basis. | Award vests on a pro-rata basis. | No effect. | Award vests in full. | | CROCE, TSR | Award vests in full, subject to actual performance. | Award vests on a pro-rata basis, subject to actual performance; if retirement occurs on or after the 12-month anniversary of the grant date, the award vests in full, subject to actual performance. | Award vests on a pro-rata basis, subject to actual performance. | Award vests on a pro-rata basis, subject to actual performance. | Award is converted into restricted shares at target level, subject to continued service vesting.(a) | Award vests at greater of target level or actual performance. |
Potential Payments
(a)No values have been included for the conversion of CROCE and TSR awards at target level upon a change in control because such awards will remain subject to continued service-based vesting conditions following conversion. (2)For Ms. Hollub, Mr. Dillon, and Mr. Simmons, assumes an Eligible Retirement under our Retirement Policy because such NEOs have qualified for Eligible Retirement as of December 31, 2025 based on their age and years of service (actual retirement treatment is subject to their compliance with the other requirements of our Retirement Policy, as described above). For the other NEOs, assumes retirement with Occidental consent under the terms of outstanding equity awards, which is not an Eligible Retirement under our Retirement Policy. (3)Applicable to involuntary terminations without cause as defined in the Severance Plan. (4)A qualifying termination means a termination by Occidental other than for “cause” or a termination by the NEO for “good reason” (in each case, as defined in the CIC Severance Plan) within 24 months following the date of the “change in control” (as defined in the CIC Severance Plan). (5)The dollar amounts shown represent the value realized upon the vesting of the RSU awards upon the occurrence of the applicable potential payment event, which is equal to the product of Occidental’s year-end closing stock price and the number of shares that vest in accordance with the terms of the applicable award. (6)No payout of the CROCE awards is shown in connection with the NEOs’ retirement, disability, death or termination without cause because the underlying performance goals were trending at below threshold performance based on Occidental’s performance through December 31, 2025. Shares that vest in connection with these termination scenarios are subject to the actual attainment of the applicable performance goal. In the case of a change in control and qualifying termination, the dollar amounts shown represent the value realized upon the vesting of the CROCE awards at target performance, which is equal to the product of the year-end closing stock price and the number of shares that vest in accordance with the terms of the award. (7)In the case of the NEOs’ retirement, disability, death or termination without cause, the dollar amounts shown represent the value realized upon the vesting of the 2025 TSR awards, which is equal to the product of the year-end closing stock price and the number of shares that vest in accordance with the terms of the award. No payout of the 2024 TSR awards is shown in connection with the NEOs’ retirement, disability, death or termination without cause because the underlying performance goals were trending at below threshold performance based on Occidental’s performance through December 31, 2025, which would result in zero payout. Shares that vest in connection with these termination scenarios are subject to the actual attainment of the applicable performance goal. In the case of a change in control and qualifying termination, the dollar amounts shown represent the value realized upon the vesting of the 2024 and 2025 TSR awards at target performance, which is equal to the product of the year-end closing stock price and the number of shares that vest in accordance with the terms of the award. (8)For more information, see “Executive Compensation Tables—Executive Severance and Change in Control” beginning on page 54.
Potential Payments
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Potential Payments
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Pay vs. Performance
Pay vs. Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as calculated in accordance with such rule) (CAP) and certain financial performance metrics of Occidental. For further information concerning Occidental’s pay for performance philosophy and how Occidental aligns executive compensation with performance, see “Proxy Statement Summary—Executive Compensation Program Summary—Allocation of Direct Compensation Elements” on page 10 and “Compensation Discussion and Analysis—Overview of the 2025 Executive Compensation Program” on page 38.
Pay vs. Performance
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Other NEOs(3) | Average Compensation Actually Paid to Other NEOs(4) | Occidental Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income(7) (millions) | CROCE(8) (non-GAAP) | | 2025 | $18,055,969 | $11,322,463 | $6,115,905 | $3,787,109 | $252 | $268 | $2,369 | 19% | | 2024 | $18,535,061 | $4,282,967 | $5,818,111 | $1,693,988 | $296 | $234 | $3,078 | 21% | | 2023 | $17,735,019 | $15,008,117 | $5,744,126 | $5,182,784 | $353 | $235 | $4,696 | 23% | | 2022 | $14,969,510 | $59,216,041 | $5,953,206 | $15,766,136 | $367 | $236 | $13,304 | 36% | | 2021 | $11,068,539 | $25,210,335 | $4,898,834 | $7,786,898 | $168 | $147 | $2,322 | 22% |
Pay vs. Performance
(1)The dollar amounts reported are the amounts of “Total” compensation reported in our Summary Compensation Table for our CEO, Vicki Hollub, during each year. (2)The dollar amounts reported represent the amount of CAP to the CEO, computed in accordance with SEC rules, for each year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the CEO during the applicable year. The 2024 CAP amount previously disclosed in our 2025 proxy statement inadvertently omitted 2022 CROCE and TSR awards that vested during the 2024 compensation year but were not settled until 2025. We have adjusted the CAP amount for the 2024 compensation year in this column to reflect CAP inclusive of those awards. In accordance with SEC rules, the following adjustments were made to total compensation to determine the CEO’s compensation actually paid in 2025 and 2024:
Pay vs. Performance
| Year | Reported Summary Compensation Table Total | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | CAP | | 2025 | $18,055,969 | $12,298,207 | $5,564,701 | $11,322,463 | | 2024 | $18,535,061 | $12,640,152 | $(1,611,942) | $4,282,967 |
Pay vs. Performance
(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table on page 49. (b)The equity award adjustments for the applicable year were calculated consistent with U.S. generally accepted accounting principles, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. These adjustments include the addition (or subtraction, as applicable) of the following:
Pay vs. Performance
| Year | Year End Fair Value of Equity Awards Granted During the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Change in Fair Value From Prior Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | Total Equity Award Adjustments | | 2025 | $8,819,243 | $(2,755,369) | $(1,014,435) | $— | $515,262 | $5,564,701 | | 2024 | $8,535,373 | $(6,858,532) | $(3,688,096) | $— | $399,313 | $(1,611,942) |
Pay vs. Performance
(3)The dollar amounts reported represent the average of the amounts reported for Occidental’s NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Mr. Mathew, Mr. Jackson, Mr. Dillon, and Mr. Simmons; (ii) for 2024, Mr. Mathew, Mr. Dillon, Mr. Jackson, and Robert L. Peterson; (iii) for 2023, Mr. Mathew, Mr. Dillon, Mr. Jackson, Mr. Peterson, and Mr. Simmons; (iv) for 2022, Mr. Peterson, Peter J. Bennett, Mr. Dillon, Mr. Jackson, and Marcia E. Backus; and (v) for 2021, Mr. Peterson, Ms. Backus, Mr. Dillon, and Mr. Jackson.
Pay vs. Performance
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Pay vs. Performance
Table of Contents Pay vs. Performance (4)The dollar amounts reported represent the average amount of CAP to the other NEOs, computed in accordance with SEC rules, for each year. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to such NEOs during the applicable year. The 2024 average CAP amount previously disclosed in our 2025 proxy statement inadvertently omitted 2022 CROCE and TSR awards that vested during the 2024 compensation year but were not settled until 2025. We have adjusted the average CAP amount for the 2024 compensation year in this column to reflect average CAP inclusive of those awards. In accordance with SEC rules, the following adjustments were made to the average total compensation, as applicable, to determine the compensation actually paid in 2025 and 2024:
Pay vs. Performance
| Year | Average Reported Summary Compensation Table Total | Average Reported Value of Equity Awards(a) | Average Equity Award Adjustments(b) | Average CAP | | 2025 | $6,115,905 | $3,863,794 | $1,534,998 | $3,787,109 | | 2024 | $5,818,111 | $3,642,188 | $(481,936) | $1,693,988 |
Pay vs. Performance
(a)The grant date fair value of equity awards represents the average of the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table on page 49. (b)The equity award adjustments were calculated consistent with U.S. generally accepted accounting principles, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. These adjustments include the addition (or subtraction, as applicable) of the following:
Pay vs. Performance
| Year | Average Year End Fair Value of Equity Awards Granted During the Year | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Average Change in Fair Value From Prior Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | Total Average Equity Award Adjustments | | 2025 | $2,501,864 | $(796,223) | $— | $(316,626) | $— | $145,938 | $1,534,998 | | 2024 | $2,459,416 | $(1,967,904) | $— | $(1,112,307) | $— | $138,859 | $(481,936) |
Pay vs. Performance
(5)Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the 1-, 2-, 3-, 4- and 5-year periods beginning December 31, 2020 and running through each fiscal year end, assuming dividend reinvestment, and the difference between Occidental’s share price at the end and the beginning of the applicable measurement period by Occidental’s share price on December 31, 2020. (6)Amounts reported in this column assume that dividends were reinvested on the day of issuance. The peer group used for this purpose is the performance peer group as described in “Compensation Discussion and Analysis—Participants in the Executive Compensation Decision-Making Process—Role of Peer Company Information” on page 39 exclusive of the S&P 500 Index. (7)The dollar amounts reported represent the amount of net income reflected in Occidental’s audited financial statements for the applicable year. (8)CROCE is defined by Occidental as cash flows from operating activities before changes in working capital plus any distributions from Western Midstream Partners, LP which are included in cash flows from investing activities divided by average total debt plus stockholders’ equity (average of the beginning and ending totals for the applicable period). Management believes that CROCE is useful to investors when comparing our profitability and the efficiency with which management has employed capital over time relative to other companies. CROCE is not considered to be an alternative to net income reported in accordance with GAAP.
Pay versus Performance Table
Pay versus Performance Table As described in more detail in the “Compensation Discussion and Analysis” beginning on page 35, Occidental’s executive compensation program reflects a variable pay-for-performance philosophy. While Occidental utilizes several performance measures to align executive compensation with company performance, all of those company measures are not presented in the Pay versus Performance table. Moreover, Occidental generally seeks to incentivize long-term performance, and therefore does not specifically align Occidental’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, Occidental is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
Compensation Actually Paid and TSR
Compensation Actually Paid and TSR
Compensation Actually Paid and TSR
| | CAP to CEO ($M) | | | Average CAP to Other NEOs ($M) | | | Company TSR ($)* | | | Peer Group TSR ($)* |
Compensation Actually Paid and TSR
* Value of initial fixed $100 investment on December 31, 2020.
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income
| | CAP to CEO ($M) | | | Average CAP to Other NEOs ($M) | | | Net Income ($B) |
Compensation Actually Paid and CROCE
Compensation Actually Paid and CROCE
Compensation Actually Paid and CROCE
| | CAP to CEO ($M) | | | Average CAP to Other NEOs ($M) | | | CROCE |
Compensation Actually Paid and CROCE
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Compensation Actually Paid and CROCE
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Pay Ratio
Pay Ratio For 2025, the annual total compensation of the median compensated employee of Occidental was $225,637; the annual total compensation of Ms. Hollub for purposes of this pay ratio disclosure was $18,078,677; and the ratio of these amounts is approximately 80 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on Occidental’s payroll records and the methodology described below. Pay Ratio Methodology. To identify the “median employee” (as defined by SEC rules), as well as to determine the annual total compensation of the median employee, we used certain permitted assumptions, adjustments and estimates, as described further below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Employee Population. As permitted under SEC rules, we are using the same median employee identified for purposes of the CEO pay ratio for 2023, as we believe the changes to our employee population and compensation through fiscal year-end 2025 have not significantly impacted our pay ratio disclosure. We identified the median employee used for 2023, 2024 and 2025 from Occidental’s employee population as of October 1, 2023. After excluding 398 employees pursuant to the de minimis exemption (as described below), Occidental’s employee population consisted of 11,948 employees. Under the de minimis exemption, Occidental was permitted to exclude up to 5% of its total employees who are non-U.S. employees. Occidental relied on this exemption to exclude the employee populations of the following jurisdictions, which collectively accounted for less than 5% of Occidental’s total employee population of 12,346 as of October 1, 2023: Chile (103); Canada (95); United Arab Emirates (76); Bolivia (63); United Kingdom (24); Algeria (13); Singapore (6); Belgium (4); Colombia (4); Hong Kong (4); Japan (2); Mexico (2); Brazil (1); and Côte d’Ivoire (1). Compensation Measure to Identify Median Employee. To identify the median employee, we used the annual salary or wages of each employee as of October 1, 2023, plus any annual bonus paid to each employee during 2023, each as reported in Occidental’s payroll systems. Total Compensation in 2025. We calculated the median employee’s compensation for 2025 in accordance with the requirements of Item 402 of Regulation S-K, which is equal to the amount of the median employee’s compensation for 2025 that would have been reported in the Summary Compensation Table on page 49, plus Occidental’s contributions for the median employee’s non-discriminatory health and welfare benefits. With respect to the annual total compensation of Ms. Hollub, we used the amount reported in the “Total” column of the Summary Compensation Table on page 49, plus the contributions identified above for the median employee, to the extent applicable.
Pay Ratio
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Pay Ratio
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