Proxy Statement (Form DEF 14A)
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §
240.14a-12
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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1)
and 0-11.
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Notice of 2025 Annual Meeting and Proxy Statement |
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Dear Shareholder:
We invite you to attend the annual meeting of shareholders on
At the meeting, you will hear a report on our business and vote on the following items:
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Election of directors; |
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Ratification of |
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Advisory vote to approve executive compensation; and |
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Other matters, if properly raised. |
Only shareholders of record on
This booklet includes the formal notice of the meeting and proxy statement. The proxy statement tells you about the agenda, procedures, and rules of conduct for the meeting. It also describes how the Board and its committees operate, gives information about our director candidates, and provides information about the other items of business to be conducted at the meeting.
Financial information is provided separately in the 2024 Annual Report that accompanies or precedes the proxy materials or is made available online to all shareholders.
Your vote is important. Even if you own only a few shares, we want your voice to be represented at the meeting. You can vote your shares by internet, toll-free telephone call, or proxy card. A preliminary summary of 2025 Proxy Voting Results will be available at exxonmobil.comafter the annual meeting of shareholders and will be filed on a Form 8-Kwithin four business days of the meeting.
Sincerely,
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Secretary |
Chairman of the Board |
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Chairman of the Board, Chief Executive Officer, |
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Dear Fellow Shareholders:
I am pleased to invite you to the 2025
The past year provided the best look yet at the power of our transformed Company. In 2024, we outperformed other integrated oil companies (IOCs) across the board, including
Over the past five years, the improvements we've made are even more evident. We grew cash flow from operations by 8 percentage points more than our nearest competitor and distributed more than
We are not defined by our products, but by our capabilities. It has taken decades to build our unique set of competitive advantages - technology, scale, integration, executional excellence, and the most important advantage, our people. At our annual meeting, we'll share how they position us to do what few have ever done: create world-scale solutions to some of society's biggest challenges now and decades into the future.
We have the best Upstream portfolio in the business, which we made even stronger by acquiring
Our unrivaled set of opportunities is derived from our advantages and reflected in our plans, which drive long-term profitable growth and an unequaled value opportunity. Through 2030, our plans add
I look forward to sharing more with you at our annual shareholder meeting. Thank you for investing in
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Board of Directors, Lead Director, |
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Dear Fellow Shareholders:
On behalf of you, the shareholders of
In my role, I'm focused on making sure the Board marshals its broad range of skills and diverse experience to provide oversight of your Company's plans and strategy. We take this responsibility very seriously.
The vote totals at our last annual shareholder meeting made it clear that you recognize and endorse the strategic path your Company is on.
Whether it's the performance of your Company's traditional businesses, the growth in opportunities of the Low Carbon Solutions business, or the development of other new businesses such as ProxximaTM products and carbon materials, your Company is building a runway of profitable growth long into the future under a broad range of scenarios.
The Board welcomed a new member in
Collectively and individually, the Board's perspectives on safety, energy, technology, geopolitics, risk management, public policy, security, capital allocation, and other topics help us provide sound governance and oversight of this remarkable Company.
It's a pleasure and a privilege to work with such a unique and talented group - in such a vital industry, at such a crucial time, and for a company that stands apart, in a league of its own.
Thank you for the confidence and trust you've placed in us and for your continued investment in your great Company.
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See structural cost savingsin "Exhibit A" for definition and reconciliation. |
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"End-to-endCCS system" entails integration |
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Growth in earnings potential is measured versus 2024 and is as of our Corporate Plan disclosure dated |
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Growth in cash flow potential is measured versus 2024 and is as of our Corporate Plan disclosure dated |
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Your vote makes a difference. To express appreciation for your participation, for every retail shareholder account that votes before or during the Annual Shareholder Meeting on See page 4 for more information. |
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PROXY SUMMARY
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ITEM 1 - Election of Directors The Board recommends you vote FOReach of the nominees described in the following pages. The Board of Directors has nominated the director candidates in this proxy statement, all of whomcurrently serve as Personal information about each nominee and their extensive qualifications begins on Page 9. |
ExxonMobil Board of Directors Nominees
At
We talk about these challenges as addressing the "and" equation - providing the energy and products that make modeliving possible andreducing the greenhouse gas emissions that contribute to climate change.
Through 2050 and beyond, the world will continue to need traditional sources of energy. As global populations grow and billions of people aspire to higher living standards, demand for reliable and affordable energy will only increase. The world will also need more petrochemical products, including medical equipment and supplies, food packaging, diapers, mobile devices, as well as the revolutionary products and businesses like ProxximaTM products and carbon materials that
The Board has endorsed the Company's plans to 2030 that build upon our unique advantages and track record of delivering leading shareholder value. We expect to deliver on the plans we laid out to significantly grow earnings and cash flow driven by investing in competitively advantaged opportunities and continuing our executional excellence and disciplined cost and capital management.
The Board of Directors oversees
The Board unanimously recommends you vote FOR each of the
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2024 Industry-Leading Results Driven by Our Competitive Advantages
Director Tenure and Refreshment Balances Stability and New Views
Director Independence Provides Outside Perspectives, Objectivity, and Thoughtful Debate
More than 90% of our directors are independent based on
| Demographic Diversity | Broad Expertise, Experience, and Thought Leadership | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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ITEM 2 - Ratification of Independent Auditors The Board recommends you voteFORthis proposal. |
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The ExxonMobil Audit Committee has appointed |
Page 45 Additional information about the Audit Committee's appointment of PwC |
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You are asked to ratify that appointment. |
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ITEM 3 - Advisory Vote to Approve Executive Compensation The Board recommends you voteFORthis proposal. |
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Page 46 Additional information about |
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See "Frequently Used Terms" for structural cost savings definition and reconciliation. |
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We sustained our 0.02 workforce Lost-Time Incident Rate again in 2024. Our workforce Lost-Time Incident Rate for 2020-2024was 0.02 per 200,000 work hours, based on |
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Based on |
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GENERAL INFORMATION
Who
Shareholders of
How to Vote
Your vote is important. We recommend you vote by proxy even if you plan to participate in the virtual meeting.You may vote at the annual meeting according to the instructions below or by proxy.
In Appreciation for Your Vote
How Proxies Work
If your shares are held in your name, you can vote by proxy in one of three convenient ways:
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Follow the instructions at You will need to have your |
Call toll-free 1-800-652-8683or 1-781-575-2300(outside and follow the instructions. proxy card or Notice in hand. |
Complete, sign, date, and retuyour proxy cardin the enclosed envelope. If you receive a Notice and would like to vote by mail, please follow the instructions in the to obtain paper proxy materials. |
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If you give us your signed proxy but do not specify how to vote, we will vote your shares as follows:
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For the election of all director candidates nominated by the ExxonMobil Board; |
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For ratification of the appointment of independent auditors; and |
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For approval of the compensation of the Named Executive Officers. |
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If you hold shares through someone else, such as a brokerage firm, bank, or intermediary, you will receive materials from that firm asking how you want to vote. Check the voting form used by that firm as most offer online or telephone voting in addition to mail.
Attendance at the Annual Meeting
You have received this proxy statement because you are a shareholder as of the record date. Attendance at the
annual meeting through the website www.virtualshareholdermeeting.com/XOM2025or any adjournment or postponement thereof will be limited to shareholders of the Company as of the close of business on the record date and to guests. You will not be able to attend the annual meeting in person at a physical location. Separate instructions for how to attend the annual meeting as a shareholder and have the ability to vote and/or submit a comment or question during the annual meeting are provided below for Registered Shareholders (those who hold shares through our transfer agent,
Registered Shareholders must pre-registerby
For Registered Shareholders who hold shares through our transfer agent,
To request a VMA control number, please email
Beneficial Shareholders
For Beneficial Shareholders who hold their shares through an intermediary, such as a bank or brokerage firm, the 16-digitcontrol number can be found on the Notice, voting instruction form, or other instructions you receive from your bank, brokerage firm, or other intermediary. Beneficial Shareholders can use their 16-digitcontrol number to log in to attend the meeting, submit questions, and vote during the meeting. Beneficial Shareholders who did not receive a 16-digitcontrol number from their bank or brokerage firm who wish to attend the meeting should follow the instructions from their bank or brokerage firm, including any requirement to obtain a legal proxy. Most brokerage firms or banks allow a shareholder to obtain a legal proxy either online or by mail.
Attending as a Guest
Shareholders who do not pre-registerfor the virtual annual meeting (as specified above) or who do not have their 16-digitcontrol number may still attend the meeting virtually as a guest by accessing the annual meeting website, www.virtualshareholdermeeting.com/XOM2025, beginning 15 minutes prior to the annual meeting's scheduled start time and following the instructions provided to attend as a guest.
Guests at the virtual annual meeting will be able to listen to the meeting but will not be able to vote nor submit a comment or question during the annual meeting.
Submitting Questions and Voting at the Annual Meeting
All shareholders, other than shareholders who attend as guests (see "Attending as a Guest" above), may submit questions and vote at the annual meeting by following the instructions that will be available on the annual meeting website. Even if you plan to attend the annual meeting, the Company recommends that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the annual meeting. Please note the additional information below for Registered Shareholderson voting during the annual meeting. Shareholders may also be able to submit questions prior to the meeting when voting.
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Questions received prior to or during the annual meeting will be answered as allotted time permits. To address as many topics as time permits, similar questions may be combined. Considering the need to conclude the annual meeting within a reasonable period of time, we cannot ensure that every shareholder who wishes to have a question or comment addressed during the annual meeting will be able to do so.
Registered Shareholders can continue to vote their shares during the annual meeting by following the instructions that will be available on the annual meeting website and using the 15-digitvoter control number displayed on your proxy card, Notice, or meeting materials email for the annual meeting. The 15-digitvoter control number will not provide you access to the virtual annual meeting. For instructions on attending the annual meeting, please reference the section above titled "Attendance at the Annual Meeting."
Virtual Meeting Technical Assistance
If you encounter technical difficulties accessing the virtual annual meeting, the meeting login page will include technical support line contact information. Technical support will be available beginning at
Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to Be Held on
The 2025 Proxy Statement and 2024 Annual Report are available atwww.edocumentview.com/xom.
Notice and Access
We distribute proxy materials to many shareholders via the internet under the
Electronic Delivery of Proxy Statement and Annual Report Documents
For shareholders receiving proxy materials by mail, you can elect to receive an email in the future that will provide electronic links to these documents. Opting to receive your proxy materials online will save the Company the cost of producing and mailing documents to you and will also give you an electronic link to vote your proxy. You may revoke electronic delivery election at any time.
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Beneficial Shareholders(16-digitcontrol number) may |
Registered Shareholders(15-digitcontrol number) may |
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Beneficial Shareholders who did not receive a 16-digitcontrol number from their bank or brokerage firm who wish to enroll in electronic delivery should contact their bank or brokerage firm.
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Voting Shares in the ExxonMobil Savings Plan
The Trustee of the ExxonMobil Savings Plan will vote Plan shares as participants direct. If participants do not give instructions, the Trustee will vote shares as it thinks best. The proxy card serves to give voting instructions to the Trustee.
Revoking a Proxy for Registered Shareholders
You may revoke your proxy before it is voted at the meeting by:
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Submitting a new proxy with a later date via a proxy card, online, by telephone, or by mail; |
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Notifying |
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Voting during the meeting. |
Confidential Voting
Independent inspectors count the votes. Your individual vote is kept confidential from us unless otherwise required by law or special circumstances exist. For example, a copy of your proxy card is sent to us if you write comments on the card.
Quorum
In order to carry on the business of the meeting, we must have a quorum. This means at least a majority of the outstanding shares eligible to vote must be represented at the meeting, either by proxy or in person.
Votes Required
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Election of Directors Proposal:Under |
Our Corporate Governance Guidelines, which can be found in the Corporate Governance section of our website at exxonmobil.com/governanceguidelines, state that all directors will stand for election at the annual meeting of shareholders. In a non-contestedelection of directors, any director nominee who receives a greater number of votes AGAINST his or her election than votes FOR such election shall tender his or her resignation. Within 90 days after certification of the election results, the Board of Directors will decide, through a process managed by the
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Other Proposals:Approval of the ratification of the appointment of independent auditors, the advisory vote to approve executive compensation, and any shareholder proposals require the favorable vote of a majority of votes cast. Only votes FOR or AGAINST these proposals count. |
Abstentions count for quorum purposes but not for voting. Broker non-votescount as votes FOR the ratification of the appointment of independent auditors but do not count for voting on any of the other proposals.
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Conduct of the Meeting
The Chairman has broad responsibility and legal authority to conduct the annual meeting in an orderly and timely manner. This authority includes establishing rules for shareholders who wish to address the virtual meeting. Only shareholders or their valid proxy holders may address the meeting. A copy of these rules will be available at the virtual meeting. The Chairman may also exercise discretion in recognizing shareholders' comments or questions and in determining the extent of discussion on each item of business. In light of the need to conclude the meeting within a reasonable period of time, we cannot ensure that every shareholder question or comment will be addressed during the meeting.
Dialogue can also be facilitated with interested parties outside the meeting, and for this purpose, we have provided a method on our website at exxonmobil.com/directorsfor raising issues and contacting the non-employeedirectors in writing either by mail or electronically. The Chairman may also rely on applicable law regarding disruptions or disorderly conduct to ensure that the meeting is conducted in a manner that is fair to all shareholders. Shareholders who wish to make comments during the meeting should do so in writing.
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Contact Information If you have questions or need more information about the annual meeting, write to Mr. For information about shares registered in your name or your Computershare Investment Plan account, call ExxonMobil Shareholder Services at 1-800-252-1800or 1-781-575-2058(outside |
BOARD OF DIRECTORS
Item 1 - Election of Directors
Our Board of Directors has general oversight responsibility for
All director nominees have stated they are willing to serve if elected and have consented to be named in this proxy statement. If a nominee becomes unavailable before the election, your proxy authorizes the people named as proxies to vote for a replacement nominee if the Board names one. In any event, the Board size at the time of the meeting will equal the number of nominees nominated by the Board, and there will be no vacancy at the time of the meeting.
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The Board unanimously recommends you vote FOR each of the following candidates:
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Independent director Director since 2021 Age 60 Committees: Audit; Executive; Finance (Chair) |
Expertise provided to the Board: Qualifications: • Chairman & CEO (2015 to present) • Vice Chairman & CFO (2011 to 2015) • Executive Vice President & CFO (2007 to 2011) • Managing Director and member of the Management and Investment Committees (1999 to 2007) Current public company directorships: Previous public company directorships in last five years: Other board experience: Chairman of the On the |
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Independent director Director since 2016 Age 63 Committees: Compensation (Chair); Environment, Safety and Public Policy |
Expertise provided to the Board: Qualifications: • Chair (2010 to 2012) • President, CEO (2007 to 2012) • Executive Vice President, General Counsel, and Chief Public Affairs Officer (2005 to 2007) • CEO (2003 to 2005) Current public company directorships: Previous public company directorships in last five years: Business and public policy affiliations: The most important professional role that I've had is serving as the CEO of a large public company. When you're CEO, you understand accountability and how compensation can drive the highest level of performance - and how that translates to shareholder value. |
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Attributes and Skills: |
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Independent director Director since 2024 Age 45 Committees: Audit (Chair); Compensation |
Expertise provided to the Board: Qualifications: • Chief Executive Officer (2017 to present) • Managing Director, Current public company directorships: Previous public company directorships in last five years: Business and public policy affiliations: I-Pulse;Alsym (advisory board); The global energy business is complex and constantly changing. The risks are often interconnected and can play out over a long period of time. The Audit Committee helps manage risks by working with |
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Low carbon solutions technology and safety experience |
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John D. Harris II |
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Independent director Director since 2023 Age 63 Committees: Audit; Compensation |
Expertise provided to the Board: Qualifications: • CEO, • Mr. Harris held various leadership positions, including serving as General Manager of Raytheon's Intelligence, Information and Services business; President of Current public company directorships: Previous public company directorships in last five years: None Other affiliations: |
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Independent director Director since 2021 Age 54 Committees: Audit; Finance |
Expertise provided to the Board: Qualifications: • Executive Vice President of Renewable Products and member of the Executive Committee (2014 to 2019) • Over her 20-yearcareer at Current public company directorships: Previous public company directorships in last five years: Other board experience: Chair of Chair of Sustainability and academic affiliations: |
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Attributes and Skills: |
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Low carbon solutions technology and safety experience |
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Lead Independent director Director since 2020 Age 68 Committees: Compensation; Executive; Nominating and Governance (Chair) |
Expertise provided to the Board: Qualifications: • Chair (2011 to 2019) • CEO (2010 to 2018) • President & COO (2008 to 2014) • Executive Vice President and Head of • Vice Chairman and Global Business Experience Head of • President & CEO (1990 to 2000) National Financial Data Services • President & CEO (1988 to 1990) Current public company directorships: Previous public company directorships in last five years: None Other board experience: I spend a lot of time with shareholders, and I'm often asked what good governance looks like. And my response is that it's assembling a group of directors that represent diverse backgrounds and experiences in different ways. When you have the right people around the table, it creates a dynamic where you can discuss and openly debate anything. The Board refreshment at |
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Current / former CEO of large public company |
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Independent director Director since 2018 Age 73 Committees: Compensation; Executive; Nominating and Governance |
Expertise provided to the Board: Qualifications: • President & CEO (2011 to 2019) • Chair (2012 to 2019) • Chief Investment Officer (2005 to 2011) • Executive Director (2001 to 2004) Current public company directorships: Previous public company directorships in last five years: Other board experience: Director of Business and cultural affiliations: The Scientific and research affiliations: |
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Independent director Director since 2021 Age 58 Committees: Environment, Safety and Policy; Nominating and Governance |
Expertise provided to the Board: Qualifications: X (formerly • Senior Strategist (2013 to present) Emerson Collective • Managing Partner (2016 to 2019) • Venture Partner (2009 to 2014) Hudson Private Equity • Senior Advisor (2009 to 2014) • U.S. Assistant Secretary (2006 to 2008) Current public company directorships: Previous public company directorships in last five years: Business and public policy experience: Sustainability, scientific, and academic affiliations: |
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Independent director Director since 2023 Age 66 Committees: Environment, Safety and Public Policy (Chair); Executive; Nominating and Governance |
Expertise provided to the Board: Qualifications: • President (2010 to present) • Chairman & CEO (2004 to 2009) • President & COO (2003 to 2004) • President (2001 to 2003) Current public company directorships: None Previous public company directorships in last five years: Serving as chair of the ESPP Committee gives me the rare opportunity to work on issues of great public significance at a company with the scale and skills to really make a difference. With my fellow ESPP members, we take a close look at health, safety, security, and environmental issues to support the full Board in its oversight of |
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Attributes and Skills: |
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Current / former CEO of large public company |
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Independent director Director since 2024 Age 51 Committees: Environment, Safety and Public Policy; Nominating and Governance |
Expertise provided to the Board: Ms. Qualifications: • Vice Chair, President, and Head of Global Client Services (2023 to present) The Goldman Sachs Group Inc. (2007 to 2023) • Global Head of Sustainability and Inclusive Growth (2018 to 2023) • President, • Managing Director (2007 to 2010) Executive Office of the President (2003 to 2005; 2017 to 2018) • Deputy National Security Advisor and Assistant to the President (2017 to 2018) • Assistant to the President, Presidential Personnel (2003 to 2005) • Deputy Assistant to the President, Presidential Personnel (2001 to 2003) Current public company directorships: None Previous public company directorships in last five years: None Other affiliations: |
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Attributes and Skills: |
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Independent director Director since 2021 Age 63 Committees: Environment, Safety and Public Policy; Finance |
Expertise provided to the Board: Having served on over 20 public company boards, Qualifications: • Founder, Portfolio Manager, and Managing Partner (2020 to present) • Inclusive Capital Partners is focused on increasing shareholder value and promoting sound environmental, social, and governance practices • Founder & CEO (2000 to 2020) • CIO (2000 to 2017) • Managing Partner (1995 to 2000) • Served in various positions including Portfolio Manager and Research Analyst (1987 to 1995) Current public company directorships: Previous public company directorships in last five years: Other affiliations: |
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Attributes and Skills: |
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Financial expertise and portfolio management |
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Risk management / investment stewardship experience |
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Chairman of the Board, Chief Executive Officer Director since 2016 Age 60 Committees: Executive (Chair); Finance |
Expertise provided to the Board: Qualifications: • Chairman & CEO (2017 to present) • President (2016 to present) • Senior Vice President (2014 to 2015) • Vice President, and President, Current public company directorships: None Previous public company directorships in last five years: None Business affiliations: |
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Current / former CEO of large public company |
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Global business experience |
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Leadership experience in large-scale energy / commodity business |
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CORPORATE GOVERNANCE
Overview
The Board of Directors and its committees perform a number of functions for
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Overseeing the management of the Company on your behalf, including oversight of risk management; |
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Reviewing |
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Exercising direct decision-making authority in key areas, such as declaring dividends; |
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Selecting the Chief Executive Officer (CEO) and reviewing the CEO's performance; |
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Reviewing development and succession plans for |
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Gathering insights and sharing perspectives from shareholders during engagements and other communications. |
The Board has adopted Corporate Governance Guidelines that govethe structure and functioning of the Board and set out the Board's position on a number of governance issues. Our current Corporate Governance Guidelines are posted on our website at exxonmobil.com/governanceguidelines.
Risk Oversight
The full Board of Directors provides oversight of key risks to
The Board, including the
The Board oversees a broad spectrum of interrelated risks with assistance from its committees. This integrated risk management approach facilitates recognition and oversight of important risk interdependencies.
Audit Committeeoversees risks associated with financial and accounting matters, including compliance with legal and regulatory requirements and the Company's financial reporting and internal control systems. At least annually, the Audit Committee also reviews
Nominating and Governance Committeeoversees Board structure and matters of corporate governance, including Board evaluation and director refreshment. It also coordinates identification of external experts to address the Board and sets the criteria for shareholder engagement with directors.
Compensation Committeereviews executive compensation, which is designed to promote accountability to maximize shareholder value over the long term while effectively managing longer-term risks, including those related to the energy transition. The Committee also assesses each element of the compensation program to ensure that these do not create any material adverse risks to the Company and do not encourage executives to take risks that may not be aligned with shareholders' long-term interests.
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Each Board committee has the authority in its sole discretion to retain and oversee the work of such outside advisors as it deems appropriate and to approve the fees and expenses of such advisors. The Board receives regular updates from the committees and believes this structure is best suited for overseeing risk.
Board Leadership Structure
The Board believes that the decision as to who should serve as Chairman and/or CEO is the proper responsibility of the Board. The Board retains authority to amend the by-lawsto separate the positions of Chairman and CEO at any time and regularly considers the pros and cons of such separation or combination. At the present time, the Board believes the interests of all shareholders are best served through a leadership model with a combined Chairman/CEO position and an independent Lead Director selected by and from the independent directors.
The current CEO possesses an in-depthknowledge of the Company; its integrated, multinational operations; the evolving energy industry supply and demand fundamentals; and the array of challenges and opportunities presented by the energy transition. This knowledge was gained through more than 30 years of successful experience in progressively more senior positions, including domestic and international responsibilities.
The Board believes that this in-depthknowledge and broad strategy leadership by the CEO best meets the Board's fiduciary responsibilities to shareholders. Further, the Board has demonstrated its commitment and ability to provide independent oversight of management. The Board is comprised solely of independent directors other than the CEO, and 100% of the Audit, Compensation, Nominating and Governance, and
The Board believes the Lead Director provides effective independent Board leadership.
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The Lead Director's authority, under the |
The Lead Director also serves as Chair of the |
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• Calling, chairing, and setting the agenda for executive sessions of the non-employeedirectors; • Providing feedback to the Chairman; • Chairing meetings of the Board in the • Reviewing and approving the schedule and agenda for all Board meetings and reviewing • Advising the Chairman on the quality, • Reviewing committee meeting schedules; • Engaging with shareholders, as appropriate; and • Leading the annual performance evaluation |
• Establishing the criteria for director engagement with shareholders; • Providing comments and suggestions to the Board on Board committee structure, operations, member qualification, and member appointment; • Overseeing independent director succession planning, remuneration, requests for additions to board memberships, and resignations; • Establishing and maintaining procedures for interested parties to communicate with non-employeedirectors; • Considering Board governance practices and procedures, including any changes to governance guidelines; and • Providing oversight of the performance and effectiveness of the evaluation process for the Board and its committees. |
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In addition, the Lead Director, working together with the Compensation Committee, oversees the annual evaluation of the CEO, the communication of resulting feedback to the CEO, and the review of CEO succession plans. |
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Board and Committee Self-Evaluations
Each year, the Board and each of the Board committees conduct a comprehensive evaluation of their performance and effectiveness and solicit feedback for enhancement and improvement. The Lead Director, as Chair of the
As part of the Board's robust assessment, the Lead Director or outside counsel, as applicable, will ask each director for suggestions to improve Board and Board committee effectiveness and feedback on a range of issues, including Board leadership, culture, purpose, and strategy; Board composition and structure; individual director performance; quality of deliberations and communication with management; and oversight of risk management. The Board reviews and discusses the feedback during an evaluation session facilitated by the Lead Director, providing an opportunity for directors to identify areas for improvement.
Director Time Commitments
Service on the ExxonMobil Board requires a substantial time commitment. It is expected that our directors will serve on the boards of other companies only to the extent that, in the judgment of the ExxonMobil Board, such services do not detract from the director's ability to devote the necessary time and attention to
Director Qualifications
"
Within the scope of the Corporate Governance Guidelines, we seek director candidates with a diversity of experiences and backgrounds, including gender and race/ethnic diversity, with a focus on the key director competencies described in more detail in the "Competencies" matrix below.
Additional considerations for director candidates include: a substantial majority of the Board must meet independence standards as described in the Corporate Governance Guidelines; all candidates must be free from any relationship with management or the Corporation that would interfere with the exercise of independent judgment; candidates should be committed to representing the interests of all shareholders and not any particular constituency; and the Board must include members who satisfy legal and stock exchange requirements for certain Board committees.
All directors are expected to adhere to the Company's policies and procedures, including the Conflicts of Interest Policy and Ethics Policy. See the "Code of Ethics and Business Conduct" section below for additional information.
Board Oversight
The Board is comprised of directors with an effective mix of backgrounds, knowledge, and skills that the Board considers relevant and beneficial in fulfilling its oversight role. The chart below provides a summary of the competencies of the current ExxonMobil Board and explains why these are important.
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ExxonMobil Board Competencies and Director Qualifications
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Current / former CEO of large public company |
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Public company board governance experience |
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Global business experience |
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Risk management / investment stewardship experience conditions, business cycles, and business transitions provides critical expertise to better develop and oversee execution of the Company's long-term strategies. |
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Financial expertise and portfolio management |
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Public policy / regulatory experience |
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Leadership experience in large-scale energy / commodity business |
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Operation experience in capital-intensive industry |
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Relevant scientific / technology experience |
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Low carbon solutions technology and safety experience |
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Diversity of experiences and backgrounds is also an important consideration for Board members. The charts below reflect the diversity of the current Board.
Current Board Composition
Director Independence
Under
The Board has reviewed relevant relationships between
In recommending that each director and nominee be found independent, the
Director Nomination Process and Board Succession
As noted in the committee information that follows, the
Candidate Recommendations
| • |
Engagement of an executive search firm. The firm brings forward potential director candidates for the Committee to consider and helps research candidates identified by the Committee. |
| • |
Recommendations made by the non-employeedirectors. These recommendations are developed based on the directors' own knowledge and experience in a variety of fields and on the research conducted by |
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Recommendations made by employee directors, shareholders, and others. |
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All recommendations, regardless of the source, are evaluated on the same basis against the criteria contained in the Corporate Governance Guidelines. The Committee has also instructed its executive search firm to include diversity as part of the candidate search criteria.
Shareholders may send recommendations for director candidates to the Secretary at the address given under Contact Information on page 8. A submission recommending a candidate should include:
| • |
Sufficient biographical information to enable the Committee to evaluate the candidate in light of provisions of the Corporate Governance Guidelines on non-employeedirector qualifications; |
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Information concerning any relationship between the candidate and the recommending shareholder; and |
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Material indicating the willingness of the candidate to serve if nominated and elected. |
The procedures by which shareholders may recommend nominees have not changed materially since last year's proxy statement.
Assessment and Nomination
Once potential nominees are identified, the
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Independence, perspectives, objectivity, reasoning, and judgment of the candidate; and |
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Board diversity. |
If the
Since our last annual meeting of shareholders, the Committee continued its director succession planning, using the process described above and taking into account, among other factors, shareholders' interest in Board refreshment and specifically in adding directors with oil and natural gas industry, energy and business transition, capital allocation, and finance expertise. Ms.
Director Re-Nomination
| • |
Attendance and participation at Board and committee meetings; |
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Skills, experience, and personal attributes; |
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Continued contribution to the Board's effectiveness; |
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Results from the annual Board and committee self-assessments; |
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Shareholder feedback, including the support received at our annual meeting of shareholders; and |
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Independence. |
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Board Tenure
The Board does not impose tenure limits on its directors, other than a mandatory retirement age of 75 and the requirement to stand for election annually. Given the complexity and breadth of our business and its long-term investment horizons, the Board considers longevity of service and experience of great value. The Board also believes that its director compensation approach, which limits the vesting of restricted shares until retirement, closely aligns directors with the interests of long-term investors.
All
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Restricted shares received by non-employeedirectors are subject to forfeiture if the non-employeedirector leaves the Board early, i.e., before the retirement age of 75. Employee directors resign from the Board when they are no longer employed by As of |
2024 Shareholder Vote Response
At last year's annual shareholder meeting, our shareholders voted with the Board's recommendations on all proposals. Throughout the following year, Board members, senior management, and subject-matter experts continued to engage with a wide range of our shareholders to understand their perspectives and how
There is a wide range of perspectives across our more than 6 million shareholders. However, as a group, they provided positive feedback and general satisfaction related to our disclosures. With input and oversight from our Board, we have refreshed most material for 2025, including modifications to respond to investor requests for additional clarity in certain areas, extension of disclosure in other areas, and new decision-useful information.
The following reports provide our shareholders with information on key topics:
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Advancing Climate Solutions (ACS) is available at exxonmobil.com/acsprogressreport. |
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Sustainability Report is available at exxonmobil.com/sustainabilityreport. |
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Investing in Peopleis available at corporate.exxonmobil.com/community/investing-in-people. |
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Global Outlook is available at corporate.exxonmobil.com/sustainability-and-reports/global-outlook. |
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Worldwide Giving is available at corporate.exxonmobil.com/community/worldwide-giving/worldwide-giving-report. |
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Lobbying and Political Contributions are available at corporate.exxonmobil.com/who-we-are/policy/lobbying. |
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Our Approach to Tax is available at corporate.exxonmobil.com/-/media/global/files/sustainability-and-reports/tax-disclosure.pdf. |
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Our ongoing response to investor perspectives is an important aspect of the continuous improvement of our governance. With the oversight and participation of our Board, we will continue an active outreach program to gather and respond to feedback. The below table outlines how we were responsive during 2024.
| Topic | How We Responded | |
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Increased transparency |
• We provided additional clarity in the Compensation Discussion and Analysis (CD&A) on how the Board holds management accountable to deliver business results and drive the Company's strategic objectives. • We added an illustrative award matrix to disclosure to explain approach and connection between performance assessment and compensation outcomes. |
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Demonstrated |
• While the Global Outlook is our planning basis for our business, we responded to investor interest and showed the robustness of our business and our investment portfolio - including plastics - under a scenario with a lower demand profile, similar to the Pew System Change Scenario. • We also announced our 2024 plans to invest more than |
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New businesses |
• For the fourth consecutive year, we announced an increase in capital allocation toward our lower emissions investment opportunities, increasing from • We made significant progress with real projects in carbon capture and storage, hydrogen, biofuel, and lithium. • We highlighted our Corporate Plan Update, including our strategy for growing new low carbon markets, including ProxximaTM thermoset resin and carbon materials. |
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Pursuing Oil & Gas Methane Partnership 2.0 (OGMP 2.0) Gold Status |
• Through 2024, we achieved greater than 60% reductions in operated methane emissions intensity.3 We have continued to improve our methane emissions reporting each year, and after joining OGMP 2.0 in |
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Greenhouse gas (GHG) and emission-reduction plans and progress expected through 2030 |
• We integrated |
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Extended disclosure of planning time frames |
• We extended our Corporate Plan Update planning time horizon to 2030 and launched a new investor modeling toolkit to enable investors to better model the various business lines of our Company. |
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Provided clarity on governance of Artificial Intelligence (AI) |
• We provided information in our Sustainability Report on our approach to the use of AI technology to expand the capabilities of our workforce including developing appropriate guardrails and principles to ensure safety, security, fairness, and privacy. |
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2021 |
2022 |
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• Published 2030 Net Zero plans for • Published new 2030 GHG emission-reduction plans after achieving 2025 GHG emission-reduction plans four years early4 |
• Published ACS 2023 Report with enhanced International Energy Agency Net Zero Emissions by 2050 Scenario Analysis • Published 2050 Net Zero Ambition for operated assets4 • Published Individual Director Skills Matrix • Published new Investing in Peoplereport and disclosed • Published new Lobbying and Climate Lobbying reports |
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2023 |
2024 |
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• Published Supporting a just transition module online • Published updated Investing in Peoplereport • Published updated Lobbying and Climate Lobbying reports • Refined the director skills matrix and published new proxy preamble and investor responsiveness sections |
• Published detailed methane emission measurement and mitigation data in the ACS • Enhanced GHG disclosure with waterfall charts and abatement options to 2030 • Provided Low Carbon Solutions disclosure in ACS, highlighting CO2 agreements, lithium plans, and future opportunities • Published Sustainability Report details on advanced recycling, community and workforce support, and water conservation |
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Lower emissions cash capex includes cash capex attributable to carbon capture and storage, hydrogen, lithium, lower-emissions fuels, ProxximaTM products, carbon materials, and activities to lower |
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Emission metrics are since 2016 and based on assets operated by |
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See our website at corporate.exxonmobil.com/news/news-releasesfor |
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Report on 2024 Shareholder Engagement
The Board and management conduct ongoing engagement with our shareholders and recognize how important it is to understand shareholders' perspectives, keep shareholders informed about the business, and address investors' areas of interest. The Board and management welcome and value input from all shareholders and have significantly expanded engagements over the past five years.
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Engaged with: • Institutional Investors • Retail Shareholders • Pension Funds • Religious Organizations • Non-governmentalOrganizations • Proxy Advisory Firms • Environmental, Social, and Governance (ESG) Rating Firms • Industry Thought Leaders • Shareholder proposal proponents |
Engaged through: • Individual and Group • Corporate Plan Update • Quarterly Earnings Calls • Investor Conferences • Spotlight Events • Annual Shareholder • Shareholder Webcasts • Stakeholder Outreach |
Engagements include: • Non-employeeDirectors • Chairman / CEO / Management Committee • Senior Management • Subject-Matter Experts • Other Employees |
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Sustainability engagements: >50% increase since 2019 |
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Engaged with Shareholders representing: |
Information shared through: | |||
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2.1 billion shares ~ 47% of total outstanding shares and ~ 76% of institutional shareholdings |
• SEC Filings • Press Releases • Annual Report • Company Website • Investing in People report |
• Advancing Climate Solutions Report • Sustainability Report • Advocacy Report • Earnings Calls |
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Our engagements help usmaintain an open dialogue with investors - providing insights into our strategy and industry as we seek feedback and listen to the voices of our shareholders.
This includes the many reports and publications noted above and referenced throughout this document, and much more. Our Board, Management Committee, and subject-matter experts are available to shareholders and participate in dozens of direct conversations each year. We also host special events like our Corporate Plan Update and Upstream Spotlight webcast, which was attended by more than 2,500 investors and analysts in-personand online.
Investors have told usthey appreciate the significant steps we've taken to continuously improve engagement. We recognize that transparency and open communication help our shareholders make informed decisions.
Last year, the Board and management received feedback related to our legal efforts to obtain clarity around the
Through our engagements, we discussed our principled stand against the growing abuse of the
We also discussed other topicsof interest, especially those where the Company's approach stands out - for example, our executive compensation program design. We continue to hear from our shareholders that they support our program, which is resilient to changing market conditions and not influenced by trends that favor a short-term focus. To quote one investor: "Companies can often be pressured to take a more mainstream approach to pay design. We encourage the use of equity compensation plans that align the interests of management with those of the shareholders over the long-term - it's hard to argue that a plan with five- and ten-yearvesting is not long-term."
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We were encouraged to see investors, including many of our own, speak out against formula-based performance equity programs, favoring simpler, more-transparent programs with longer restriction periods. We were also pleased to see proxy advisor firms seek input on the merits of time-based equity in their annual policy surveys, although we were disappointed that there have been no material changes to their preference for short-term, formula-based programs in their policy guidelines. We hope these conversations continue, as we do not believe executive compensation should be a one-size-fits-allformula-based approach; rather, it should align with the company's business model, the context in which they operate, and drive expected outcomes aligned with shareholder interests.
When assessing the alignment between performance and pay, using total reported pay versus a single metric like total shareholder retuis too simplistic and, as a result, does not accurately reflect the degree of alignment. It is important to consider company performance versus comparable industry peers, progress against long-term objectives, and individual performance versus goals and objectives. Further, using total reported pay on its own doesn't provide a meaningful representation of compensation outcomes. It includes factors such as change in pension value that, while important to understand, are subject to change year-on-yearand may not be realized. Therefore, ensuring a careful and thoughtful analysis of total direct compensation, including realized and unrealized pay, is important in understanding the complete picture of compensation.
In 2024, our shareholders were generally supportive and sent a powerful message at our annual meeting that our focus on value creation matters:
| • |
All four shareholder proposals were soundly defeated; |
| • |
Shareholders voted with management on all matters, including Say-on-Pay;and |
| • |
Our directors were re-elected,with strong support that ranged from 87% to 98% in favor. |
Following the meeting, we've continued to expand our engagement efforts. In addition to meeting with investors regularly, we participated in Bloomberg's podcast Zero: The Climate Racein November and joined the
We have received excellent feedback from our investors on the quality, depth, and candor of our engagement program. That feedback includes a sweep of #1 rankings for best Shareholder Relations (ESG) program, best Investor Relations program, and best Investor Event for 2024 by
Boardroom Insights
Individually and collectively, the directors on
The Board regularly reviews relevant issues through a process that involves briefings with subject-matter experts from inside and outside the Company. Topics include technology, operating strategies, business and corporate planning, current events, climate change, research and development, succession planning for senior-level positions and organization health, investor engagements, and Company performance. The Board and its committees use these insights to better understand a broad range of interrelated risks and opportunities.
The refreshment of the Board, managed by the
Each new director participates in comprehensive onboarding sessions with senior leaders designed to accelerate the learning curve. These sessions span about 20 hours and cover a wide range of topics, including the Company's values, strategies, objectives for major business lines and functional organizations, practices and policies, ethics, risk
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climate-summit?srnd=green-zero-emissions-podcast
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non-employee
directors as a group. •
Written correspondence should be addressed to the director or directors at the address given under Contact Information on page 8. •
You may send a message to individual non-employee
directors, Board committees, or the non-employee
directors as a group by using the form provided for that purpose on our website at . All communications are recorded by an ExxonMobil Assistant Secretary or designated staff member and forwarded to the appropriate director or directors or otherwise handled as the Committee has directed.
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. The Code is also included as an exhibit to our
. Any amendment of the Code will be posted promptly on
information learned through their positions with the Company. The Insider Trading Policy and related procedures are included as an exhibit to our
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non-employeedirectors held seven independent sessions in 2024, chaired by the independent Lead Director. As specified in our Corporate Governance Guidelines, it is
Board Committees
The Board appoints committees to help carry out its duties. Board committees work on key issues in greater detail than would be possible at full Board meetings. Only non-employeedirectors may serve on the Audit, Compensation, Nominating and Governance, and Environment, Safety and Public Policy Committees. Each committee has a written charter. The charters are posted on the Corporate Governance section of our website at exxonmobil.com/governance.
The tables below show the current membership and the number of meetings each committee held in 2024.
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Director |
Audit |
Compensation |
Nominating and Governance |
Finance |
Environment, Safety and Public Policy |
Executive Committee(1) |
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Meetings in 2024:
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Nominating and Governance Committee
| • |
Recommendations on director candidates and reviewing requests for participation on other boards; |
| • |
Maintaining procedures for director engagement with shareholders; |
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Providing comments and suggestions to the Board on committee structure and committee assignments; |
| • |
Reviewing corporate governance practices, including the Corporate Governance Guidelines; |
| • |
Reviewing any issue involving an executive officer or director under the Code; and |
| • |
Administering |
The Committee also administers provisions of the Corporate Governance Guidelines that require a director to tender a resignation when there is a substantial change in the director's circumstances. The Committee reviews the relevant facts to determine whether the director's continued service would be appropriate and makes a recommendation to the Board.
Another responsibility of the Committee is to review and make recommendations to the Board regarding the compensation of the non-employeedirectors. The Committee uses an independent consultant,
The Corporate Governance Guidelines describe the qualifications the Committee looks for in director candidates. These Corporate Governance Guidelines, as well as the Committee's charter, are posted on the Corporate Governance section of our website.
Audit Committee
The Audit Committee oversees accounting and internal control matters. Its responsibilities include oversight of:
| • |
Management's conduct of the Corporation's financial reporting process; |
| • |
The integrity of the financial statements and other financial information provided by the Corporation to the |
| • |
The Corporation's system of internal accounting and financial controls; |
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The Corporation's compliance with legal and regulatory requirements; |
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The performance of the Corporation's internal audit function; |
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The independent auditors' qualifications, performance, and independence; |
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The annual independent audit of the Corporation's financial statements; and |
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The Corporation's cybersecurity program (see our Annual Report on Form 10-Kfor more details). |
The Committee has direct authority and responsibility to appoint (subject to shareholder ratification), compensate, retain, and oversee the independent auditors.
The Committee also prepares the report that
The Audit Committee has adopted specific policies and procedures for pre-approvingfees paid to the independent auditors. Under the Audit Committee's approach, an annual program of work is approved each October for the following categories of services: Audit, Audit-Related, and Tax. Additional engagements may be brought forward from time to time for pre-approvalby the Audit Committee. Pre-approvalsapply to engagements within a category of service and cannot be transferred between categories. If fees might otherwise exceed pre-approvedamounts for any
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category of permissible services, the incremental amounts must be reviewed and pre-approvedprior to commitment. The complete text of the Audit Committee's pre-approvalpolicies and procedures, as well as the Committee's charter, is posted on the Corporate Governance section of
The Board has determined that all members of the Committee are financially literate within the meaning of the NYSE standards, and a majority are "audit committee financial experts" as defined in the
Compensation Committee
The Compensation Committee is comprised exclusively of non-employee,independent directors, and oversees compensation, based on individual performance, for
The Committee took the following actions:
| • |
Reviewed with the Board and approved the corporate goals and objectives; |
| • |
Reviewed the Corporation's business results and progress toward strategic objectives during the year with |
| • |
Reviewed the individual performance and contributions of the CEO and other senior executives; |
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Discussed the Company's executive compensation program design with its independent consultant; |
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Considered feedback from shareholder engagements and the results of the 2024 advisory vote on executive compensation; |
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Deliberated pay decisions based on an assessment of progress toward strategic objectives, business results, individual performance, and the results of annual benchmarking, taking into account experience in position; |
| • |
Established the aggregate annual ceiling for the 2024 long-term incentive award program and bonus program; |
| • |
Assessed each element of the Company's compensation program and practices, and confirmed that these do not create any material adverse risks for the Company. The key design features of the compensation program that discourage executives from taking inappropriate risk are described in detail in this proxy statement (see pages 49, 66, and 67); |
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Reviewed with the Board progress on executive development and succession planning for senior-level positions and organizational health with input from the CEO; and |
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Reviewed with the Board the Company's efforts in investing in globally diverse talent. |
The Committee does not delegate its responsibilities with respect to
For more information on the compensation decisions made by the Committee for 2024, refer to the Compensation Discussion and Analysis beginning on page 47.
The Compensation Committee's report is available on page 46.
The Compensation Committee utilizes the expertise of an external independent consultant, Pearl Meyer. At the direction of the Committee, Pearl Meyer:
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Attends Committee meetings; |
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Informs the Committee regarding general trends in executive compensation across industries; |
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Prepares the analysis of comparator company compensation used by the Committee; and |
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Participates in the Committee's deliberations regarding compensation for Named Executive Officers. |
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In addition, at the direction of the Chair of the
The Compensation Committee is solely and directly responsible for the appointment, compensation, and oversight of the consultant. The Committee considers factors that could affect Pearl Meyer's independence, including that the consultant provides no services for
The
Executive Committee
The Executive Committee has broad power to act on behalf of the Board. In practice, the Committee meets only when it is impractical to call a meeting of the full Board.
DIRECTOR COMPENSATION
Director compensation elements are designed to:
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Ensure alignment with long-term investor interests; |
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Ensure the Company can attract and retain outstanding director candidates who meet the selection criteria outlined in the Corporate Governance Guidelines, which can be found on the Corporate Governance section of our website; |
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Recognize the substantial time commitment necessary to oversee the affairs of the Corporation; and |
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Support the independence of thought and action expected of directors. |
Non-employeedirector compensation levels are reviewed by the
Non-employeedirectors receive compensation consisting of cash and equity in the form of restricted stock. Non-employeedirectors are also reimbursed for reasonable expenses incurred to attend Board meetings or other functions relating to their responsibilities as a director of
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The annual cash retainer for non-employeedirectors is
A significant portion of director compensation is granted in the form of restricted stock that is not adjusted to offset changes in share price, resulting in directors seeing a one-for-onechange in compensation through share price; this aligns director interests with the interests of our long-term investors. The annual restricted stock award grant for incumbent non-employeedirectors is 2,500 shares. A new non-employeedirector receives a one-timegrant of 8,000 shares of restricted stock upon first being elected to the Board.
While on the Board, the non-employeedirector receives the same cash dividends on restricted shares as a holder of regular common stock, but the shares, including those received when first elected to the Board, remain unvested and, thus, cannot be sold or pledged. All restricted shares are subject to forfeiture if the non-employeedirector leaves the Board early (i.e., before the retirement age of 75), as specified for non-employeedirectors.
Non-EmployeeDirector Compensation for 2024
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Fees |
Stock |
Option |
Non-Equity |
Change in ($) |
Other |
Total ($) |
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M. |
115,000 |
255,100 |
0 |
0 |
0 |
116 |
375,216 |
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S. |
45,330 |
255,100 |
0 |
0 |
0 |
55 |
300,484 |
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A. |
122,500 |
255,100 |
0 |
0 |
0 |
116 |
377,716 |
||||||||||||||||||||||||||||
|
M. |
76,906 |
920,880 |
0 |
0 |
0 |
61 |
997,827 |
||||||||||||||||||||||||||||
|
G. |
96,005 |
255,100 |
0 |
0 |
0 |
98 |
351,204 |
||||||||||||||||||||||||||||
|
J.D. Harris II |
110,000 |
255,100 |
0 |
0 |
0 |
116 |
365,216 |
||||||||||||||||||||||||||||
|
K. |
110,000 |
255,100 |
0 |
0 |
0 |
116 |
365,216 |
||||||||||||||||||||||||||||
|
J. |
160,000 |
255,100 |
0 |
0 |
0 |
116 |
415,216 |
||||||||||||||||||||||||||||
|
S.A. Kandarian |
110,000 |
255,100 |
0 |
0 |
0 |
116 |
365,216 |
||||||||||||||||||||||||||||
|
A.A. Karsner |
110,000 |
255,100 |
0 |
0 |
0 |
116 |
365,216 |
||||||||||||||||||||||||||||
|
L. |
115,000 |
255,100 |
0 |
0 |
0 |
116 |
370,216 |
||||||||||||||||||||||||||||
|
D. |
110,000 |
816,320 |
0 |
0 |
0 |
116 |
926,436 |
||||||||||||||||||||||||||||
|
J. |
110,000 |
255,100 |
0 |
0 |
0 |
116 |
365,216 |
||||||||||||||||||||||||||||
| (a) |
In accordance with |
Each director continuing in office in
Ms.
|
40 |
2025 Proxy Statement |
Table of Contents
At year-end2024, the aggregate number of restricted shares held by each director was as follows:
|
|
Restricted Shares |
|||
|
|
15,500 |
|||
|
|
28,000 |
|||
|
|
8,000 |
|||
|
J.D. Harris II |
10,500 |
|||
|
|
15,500 |
|||
|
|
18,000 |
|||
|
|
23,000 |
|||
|
|
15,500 |
|||
|
|
10,500 |
|||
|
|
8,000 |
|||
|
|
15,500 |
|||
| (b) |
The amount shown for each director is the cost of travel accident insurance covering death, dismemberment, or loss of sight, speech, or hearing, under a policy purchased by the Corporation with a maximum benefit of |
| (c) |
|
| (d) |
|
The non-employeedirectors do not receive any additional payments or benefits as a result of leaving the Board or death except as described above. The non-employeedirectors are not entitled to any payments or benefits resulting from a change in control of the Corporation.
CERTAIN BENEFICIAL OWNERS
Based on our review of ownership reports filed with the
|
of Beneficial Owner |
Aggregate Beneficial |
Percent of |
||||||||
|
|
436,662,435 | 10.1% | ||||||||
|
50 Hudson Yards |
272,498,849 | 6.3% | ||||||||
|
|
221,883,474 | 5.1% | ||||||||
| (1) |
The Company is permitted to rely on the information set forth in these filings and has no reason to believe that the information is incomplete or inaccurate or that the beneficial owner should have filed an amended report and did not. Ownership percentage is based on shares outstanding on |
| (2) |
Based solely on a Schedule 13G/A filed with the |
| (3) |
Based solely on a Schedule 13G/A filed with the |
| (4) |
Based solely on a Schedule 13G/A filed with the |
| 2025 Proxy Statement | 41 |
Table of Contents
DIRECTOR AND EXECUTIVE OFFICER STOCK OWNERSHIP
These tables show the number of
| Named Executive Officer | Shares Owned(1) |
Shares Covered by Exercisable Options |
||||||||
|
D. |
311,586 |
(2) |
0 |
|||||||
|
K.A. Mikells |
10,050 | (3) |
0 |
|||||||
|
N.A. Chapman |
203,907 | (4) |
0 |
|||||||
|
J. |
180,540 |
0 |
||||||||
|
K. |
107,037 |
(5) |
0 |
|||||||
| (1) |
Does not include unvested restricted stock units, which do not carry voting rights prior to the issuance of shares on settlement of the awards. |
| (2) |
Includes 757 shares held by spouse. |
| (3) |
Includes 8,350 shares owned together with spouse through family trusts and related entities. |
| (4) |
Includes 110,326 shares jointly owned with spouse. |
| (5) |
Includes 8,807 shares held by spouse. |
|
Non-EmployeeDirector |
Shares Owned |
||||
|
|
58,792 | (1) | |||
|
|
32,575 | (2) | |||
|
|
38,257 | (3) | |||
|
J.D. Harris II |
13,250 | (4) | |||
|
|
18,000 | ||||
|
|
20,718 | (5) | |||
|
|
25,500 |
||||
|
|
35,000 | ||||
|
|
13,000 |
||||
|
|
10,500 | ||||
|
|
18,000 | ||||
| (1) |
Includes 20,000 shares jointly owned with spouse. Also includes 20,792 shares in a charitable family trust for which |
| (2) |
Includes 1,175 shares owned by spouse and 600 shares held in trusts for family members for which |
| (3) |
|
| (4) |
Includes 250 shares jointly owned with spouse. |
| (5) |
Includes 218 shares held in a trust for which |
On
Delinquent Section 16(a) Reports
Section 16(a) of the Securities and Exchange Act of 1934 requires our executive officers and directors to file reports of their ownership and changes in ownership of
Related Person Transactions and Procedures
In accordance with
|
42 |
2025 Proxy Statement |
Table of Contents
All executive officers, directors, and director nominees are required to identify, to the best of their knowledge after reasonable inquiry, business and financial affiliations involving themselves or their immediate family members that could reasonably be expected to give rise to a reportable related person transaction. Covered persons must also advise the Secretary of the Corporation promptly of any change in the information provided and will be asked periodically to review their information.
Based on this information, the Company's own records are reviewed, and follow-upinquiries are made as may be necessary to identify potentially reportable transactions. A report summarizing such transactions is then provided to the
Under
| • |
Transactions in the ordinary course of business with an entity for which a related person serves as an executive officer, provided:(1) the affected person did not participate in the decision on the part of |
| • |
Grants or membership payments in the ordinary course of business to nonprofit organizations, provided:(1) the affected person did not participate in the decision on the part of |
| • |
Payments under |
| • |
Employment by |
Transactions or relationships not covered by the above standards will be assessed by the
Unless otherwise noted, the following disclosures are made as of
Several current
| 2025 Proxy Statement | 43 |
Table of Contents
The Committee also determined that no related person transactions occurred during the year involving any of the investors who have reported ownership of more than 5% of
AUDIT COMMITTEE REPORT
The primary function of the Audit Committee is oversight of the Corporation's financial reporting process, public financial reports, internal accounting and financial controls, cybersecurity, and the independent audit of the annual consolidated financial statements. The Committee acts under a charter which can be found on the
In performing its oversight function, the Committee reviewed and discussed the consolidated financial statements with management and
The Audit Committee also reviewed the written disclosure and the letter from PwC required by the PCAOB rules regarding PwC's communications with the Audit Committee concerning independence and has discussed with PwC its independence from the Corporation and management. The Committee considered the non-auditservices provided by PwC to the Corporation and concluded that the auditors' independence has been maintained.
The Committee discussed with the Corporation's internal auditors and PwC the overall scope and plans for their respective audits; furthermore, it met regularly with the internal auditors and PwC, both with and without management present. Discussions included the results of their examinations, their evaluations of the Corporation's internal controls, and the overall quality of the Corporation's financial reporting.
The Audit Committee met with the Corporation's management to discuss the comprehensive, long-standing risk management and compliance processes of the Corporation, and reviewed several topics of interest. The Committee also reviewed the Corporation's cybersecurity assurance program including strategy and the evolving threat landscape.
Based on the reviews and discussions referred to above, in reliance on management and PwC, and subject to the limitations of its role described below, the Audit Committee recommended to the Board, and the Board approved, the inclusion of the audited financial statements in the Corporation's Annual Report on Form 10-Kfor the year ended
In carrying out its responsibilities, the Audit Committee looks to management and the independent auditors. Management is responsible for the preparation and fair presentation of the Corporation's financial statements and for maintaining effective internal control. Management is also responsible for assessing and maintaining the effectiveness of internal control over the financial reporting process in compliance with Sarbanes-Oxley Section 404 requirements. The independent auditors are responsible for auditing the Corporation's annual financial statements, and expressing an opinion as to whether the statements are fairly stated in conformity with generally accepted accounting principles. In addition, the independent auditors are responsible for auditing the Corporation's internal control over financial reporting and for expressing an opinion on the effectiveness of internal control over financial reporting. The independent auditors perform their responsibilities in accordance with the standards of the PCAOB. Audit Committee members are not professionally engaged in the practice of accounting or auditing and are not experts under the Securities Act of 1933 in either of those fields or in auditor independence.
|
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2025 Proxy Statement |
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The Audit Committee has also appointed PwC to audit the Corporation's financial statements for 2025, subject to shareholder ratification of that appointment. The Committee, along with the other members of the Board, management, the Controller, and the General Auditor, annually evaluates PwC's qualifications, performance and independence, including the performance of the lead audit partner, in deciding whether to retain PwC. That evaluation includes consideration of:
| • |
PwC's quality control, including any material issues identified by that quality control or a governmental/professional authority along with PwC's plan to deal with any such issues; |
| • |
All relationships between PwC and |
| • |
PwC's expertise in the global oil and gas industry; and |
| • |
The quality of PwC's audit team and audit plans. |
The Committee believes that PwC's tenure as
Based on its annual evaluation of PwC's qualifications, performance, and independence, as well as frequent private meetings with the lead partner, the Audit Committee believes that the continued retention of PwC as
| John D. Harris II | ||
Item 2 - Ratification of Independent Auditors
The Audit Committee has appointed
Total Fees
The total fees for PwC professional services rendered to
| 2024 | 2023 | |||||||
|
(millions of dollars) |
||||||||
|
Audit Fees |
34.8 |
34.1 |
||||||
|
Audit-Related Fees |
4.6 |
7.2 |
||||||
|
Tax Fees |
0.3 |
0.6 |
||||||
|
All Other Fees |
- |
- |
||||||
|
Total |
39.7 | 41.9 | ||||||
Audit Fees
The aggregate fees for PwC professional services rendered for the annual audits of
Audit-Related Fees
The aggregate fees for PwC Audit-Related services rendered to
| 2025 Proxy Statement | 45 |
Table of Contents
Tax Fees
The aggregate fees for PwC Tax services rendered to
All Other Fees
The aggregate fees for PwC services rendered to
We believe PwC is well qualified to perform this work. A PwC representative will be at the annual meeting to answer appropriate questions and to make a statement if desired.
The Audit Committee recommends you vote FOR this proposal.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis with management of the Corporation. Based on that review and discussion, we recommended to the Board that the Compensation Discussion and Analysis be included in the Corporation's proxy statement for the 2025 annual meeting of shareholders, and also incorporated by reference in the Corporation's Annual Report on Form 10-K for the year ended
| John D. Harris II |
Item 3 - Advisory Vote to Approve Executive Compensation
At the meeting, shareholders will be asked to vote on a non-bindingresolution to approve the compensation of the Named Executive Officers (NEOs) listed in the Summary Compensation Table.
When casting your vote, we encourage you to consider the detailed information in the Compensation Discussion and Analysis beginning on page 47.
The Board supports the overall design of the compensation program, on the basis that the program:
| • |
Is aligned with the Company's business model and shareholder returns over the long term; |
| • |
Delivers pay that is highly performance based and tied to Company and individual performance; and |
| • |
Enables the Compensation Committee to leverage its experience and judgment to deliver market competitive pay. |
We continue to listen and respond to the feedback we receive from shareholders during our shareholder engagement process. In response, this disclosure builds on the enhancements introduced last year, focused on better illustrating how award determination is directly tied to individual performance.
The Board recommends an advisory vote FOR the following resolution:
RESOLVED: That shareholders approve the compensation of the Named Executive Officers as disclosed pursuant to Item 402 of SEC Regulation S-K,including the Compensation Discussion and Analysis, compensation tables, accompanying narrative, and additional compensation disclosures included in this proxy statement.
|
46 |
2025 Proxy Statement |
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EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS Executive Summary Letter to Shareholders 48 Shareholder Engagement 48 Why Vote "FOR" Say-on-Pay? 49 Strong Governance Practices 49 Compensation Design Approach to Executive Compensation 50 Overview 51 Accountability and Performance 52 Long-Term Award Program 54 Bonus Program 56 Salary Program 56 Determining Compensation Annual Benchmarking 57 2024 Business Performance 58 2024 Compensation Actions 60 Other Compensation Elements Retirement Plans 64 Share Utilization 65 Granting Practices 65 Tax Matters 65 Risk and Governance Stock Ownership 66 Forfeiture Provisions 66 Clawback Policies 66 Anti-Hedging Policy 66 Employment Arrangements 67 Change-in-Control 67 Definitions and Footnotes 68 EXECUTIVE COMPENSATION TABLES Summary Compensation Table 70 Grants of Plan-Based Awards 73 Outstanding Equity Awards 74 Stock Vested 75 Pension Benefits 75 Nonqualified Deferred Compensation 77 Other Compensation Elements 78 The Compensation Discussion and Analysis and Executive Compensation Tables outline
| 2025 Proxy Statement | 47 |
Table of Contents
EXECUTIVE SUMMARY LETTER TO SHAREHOLDERS Fellow Shareholders, As you consider your vote, we encourage you to review the information included in this disclosure. The Compensation Committee fully supports the design and the resulting pay outcomes of the executive compensation program. The design aligns with the Company's business model and considers the complexity of the environment in which the Company operates. Executive performance is rigorously evaluated against goals and objectives, and all pay outcomes are a direct result
|
48 |
2025 Proxy Statement |
Table of Contents
WHY VOTE "FOR" SAY-ON-PAY? PROGRAM ALIGNED WITH BUSINESS MODEL AND SHAREHOLDER RETURNS Program adaptable to evolving strategic priorities through annual goal setting; includes meeting society's needs for energy and essential products and positioning the Company for success in the energy transition Majority of total direct compensation delivered in performance shares; 80% of CEO total direct compensation1 Share-denominated basis coupled with long restriction periods ensures alignment with shareholders over long term Restriction periods - longest in any industry - promote accountability to maximize shareholder value over thelong term while effectively managing longer-term risks, including risks related to the energy transition PAY HIGHLY PERFORMANCE BASED AND TIED TO COMPANY PERFORMANCE IOC2-leading business results across all performance dimensions Building on four consecutive years of industry-leading personnel safety performance3, 4, 5 Delivered IOC-leading financial performance through advantaged asset investments, improved competitiveness, and active cost control On track to achieve 2030 GHG emission intensity reduction plans6 Lower cash bonus, reflective of change in year-over-year earnings; higher performance share grant value driven by strong stock price versus 2023; maintained share-denominated approach COMPENSATION COMMITTEE APPROACH TO DELIVER MARKET COMPETITIVE PAY Deliberation on CEO pay considers progress toward strategic objectives, business results, individual performance, and competitiveness of pay given tenure in position 10-year combined realized and unrealized pay (2014 to 2023) for CEO position at 46th percentile1 The Committee anticipates a competitive position in 2024 based on available data from benchmark companies SUPPORTED BY STRONG GOVERNANCE PRACTICES Key design features that discourage executives from taking inappropriate risk include: 3 Extensive stock ownership X No employment contracts 3 Significant pay-at-risk X No severance agreements 3 Strong forfeiture provisions X No change-in-control arrangements 3 Clawback policies X No guaranteed bonuses 3 Anti-hedging policy X No additional stock grants to balance losses in value 3 Annual assessment of compensation design X No accelerated vesting at retirement 3 Independent compensation consultant
| 2025 Proxy Statement | 49 |
Table of Contents
COMPENSATION DESIGN APPROACH TO EXECUTIVE COMPENSATION The decisions that our executives make and the risks they manage play out over multi-year time horizons. Executives are required to carefully consider current and future risks, such as those related to the energy transition, and to make decisions across a broad range of business investments that generate sustainable shareholder value over the long term. The Company's executive compensation program design aligns executives' pay with the results of their decisions and the returns of our shareholders over the long term. The program is designed to drive long-term accountability, reward outstanding performance, and promote retention. DRIVE LONG-TERM ACCOUNTABILITY
|
50 |
2025 Proxy Statement |
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OVERVIEW 0 The Board reviews and approves Corporate goals and objectives annually, integrated into Company's plan cycle 0 Goals are cascaded at each level of leadership, tailored for area of responsibility; annual assessment versus planned goals results in differentiated pay outcomes 0 Named Executive Officers participate in the same broad-based programs as all other executives 0 Performance shares for senior executives represent a higher percentage of total direct compensation, reflective of the impact of their decisions, and resulting in increased pay-at-risk Performance Shares Annual Bonus Base Salary Percent of Total 0 More than 70% 0 10 to 20% 0 10% or less Direct Compensation Intent 0 Link pay to returns of long-term 0 Link pay to annual Company 0 Provide competitive shareholders earnings performance base pay 0 Encourage long-term view through 0 Align incentives across the commodity price cycle all functions Key Design Features 0 Granted in the form of stock units 0 Paid in year of grant 0 Increase determined by individual performance 0 50% vests in 5 years from grant date; 0 Bonus award pool changes in line and pay grade 50% in 10 years with year-over-year earnings 0 Ties directly to 0 Long restriction periods coupled with 0 Individual award further long-term benefits performance metrics applied at grant determined by individual 0 Significant portion of pay at risk of performance and pay grade forfeiture for extended period of time 0 Full award subject to clawback ANNUAL COMPENSATION BENCHMARKING | Page 57 0 Based on 1-year total direct compensation and 10-year realized and unrealized pay analysis 0 Considers scale and complexity versus compensation benchmark peers, tenure in position, individual and business performance, and evaluated across a range of stock price scenarios INPUTS TO COMPENSATION COMMITTEE | Pages 58-59 Performance Dimension Measurement Progress Toward Strategic Objectives Demonstrated leadership and accomplishments relative - Operations Performance to established goals and objectives - Financial Performance - Energy Transition - Business Portfolio Operating and Financial Metrics - Safety, ROCE, CFOAS, TSR Position relative to industry peers - Spills,
| 2025 Proxy Statement | 51 |
Table of Contents
ACCOUNTABILITY AND PERFORMANCE The executive compensation program design is aligned with our business model and approach to talent development - long-term career oriented, performance differentiated, and adaptable to evolving strategic priorities through goal setting. STRATEGIC OBJECTIVES
|
52 |
2025 Proxy Statement |
Table of Contents
PERFORMANCE EVALUATION CEO The Compensation Committee evaluates the CEO's performance across all performance dimensions within the context of the Company's long-term strategy and evaluates progress against plan goals and objectives, which are reflective of the Company's strategic objectives. Financial and operating metrics available at the time of review further support the Committee's assessment, which is made during its November meeting. The Committee monitors performance throughout the year. Results of the annual performance evaluation inform level of pay, including salary, bonus award, and performance share award. Details on pay deliberations can be found on pages 60 to 63. The Company's strategic objectives are interdependent, with long-term success determined by delivery in each of the strategic objectives. As such, the Committee assigns equal weight to each of the four strategic objectives. Recognizing the complexity and significant uncertainty inherent in a transitioning energy system, the Committee maintains its focus on balancing the energy transition objectives and meeting society's need for affordable energy and essential products that are critical to improving living standards for people around the world. Progress towards delivering the Company's business results and driving the strategic objectives is discussed throughout the year in various Board and Committee reviews. Financial and operating metrics are assessed over near- and long-term time horizons, taking into account the broader business environment. See pages 58 to 59 for 2024 business performance results. Corporate Officers The CEO reviews the performance of all Corporate Officers, including members of the Management Committee who are responsible for delivering the Company's business results and drive the strategic objectives, with the Board during the annual executive development review. Performance is evaluated based on accomplishments versus plan goals and objectives. In addition to the annual assessment, the Board evaluates the performance of all senior executives throughout the year during specific business reviews and Board meetings. The Board also takes into account demonstrated leadership in sustaining sound business controls and a strong ethical and corporate governance environment. COMPENSATION DIRECTLY TIED TO PERFORMANCE Performance assessment against goals and objectives results Performance Award Matrix in a performance category that informs salary increase, bonus award, and performance share grant. CEO All performance share grants and bonus awards are based on Management Award matrix differentiates Committee pay grade and individual performance category. by individual performance Corporate Officerscategory and by pay grade Performance share grants are not adjusted to offset changes Executives Award Value in share price. This results in executives seeing a one-for-one For illustrative purposes change in compensation through share price. The percent change in the bonus program, reflecting change in earnings (see page 56), is applied to the bonus award matrix. LEADERS HELD ACCOUNTABLE TO DELIVER AND ASSESSED ACROSS ALL PERFORMANCE DIMENSIONS, BALANCING SHORT- AND LONG-TERM PRIORITIES
| 2025 Proxy Statement | 53 |
Table of Contents
LONG-TERM AWARD PROGRAM Performance shares represent more than 70% of total direct compensation and are intended to link executive pay to the returns of long-term shareholders and encourage a long-term view through the commodity price cycle. Performance shares vest 50% in 5 years and 50% in 10 years. For more information, see page 73. PROGRAM DESIGN BUSINESS MODEL ALIGNMENT SHAREHOLDER ALIGNMENT ACCOUNTABILITY Long investment lead times Majority of executive pay delivered in Restriction periods and risk of forfeiture and complex risk management performance shares, aligning realized pay drive focus on long-term shareholder landscape require long-term view level with returns of long-term shareholders value creation while managing risk LONGEST RESTRICTION PERIODS HIGHEST STANDARDS OF ABILITY TO RETAIN
|
54 |
2025 Proxy Statement |
Table of Contents
0
| 2025 Proxy Statement | 55 |
Table of Contents
BONUS PROGRAM Annual bonus program represents 10 to 20% of total direct compensation and is intended to link executive pay to annual Company earnings performance. All executives, including Named Executive Officers, participate in the same bonus program. PROGRAM DESIGN 0 The Compensation Committee establishes the overall ANNUAL BONUS AWARD - CEO POSITION DEGREE OF VOLATILITY VS. COMPENSATION BENCHMARK COMPANIES10 size of bonus program ("ceiling"), set as a percent change from prior year bonus program9 ExxonMobil Compensation Benchmark Companies:25 to 75 Percentile % change in bonus program = (% change in annual earnings) x (
|
56 |
2025 Proxy Statement |
Table of Contents
DETERMINING COMPENSATION ANNUAL BENCHMARKING When evaluating level of pay, it is most relevant to SCALE OF EXXONMOBIL VS. COMPENSATION BENCHMARK COMPANIES10 benchmark against other
| 2025 Proxy Statement | 57 |
Table of Contents
2024 BUSINESS PERFORMANCE | INDUSTRY-LEADING ACROSS ALL PERFORMANCE DIMENSIONS 0 Driving industry-leading safety, improved reliability, and continued emissions intensity reductions 0 Delivering strong financial performance through advantaged asset portfolio, with continuing structural improvements 0 High-grading portfolio through growth of strategic projects, acquisitions, and rationalization of non-strategic assets 0 Establishing clear leadership position in Low Carbon Solutions OPERATIONS PERFORMANCE: Deliver industry-leading performance Safety 0 Building on four consecutive years of industry-leading personnel safety performance; sustained LTIR performance at 0.023, 4, 5 0 Record three consecutive years with zero higher-consequence process safety events12 Emissions, 0 GHG emissions intensity reduction on track with 2030 plans6 Environmental 0 Actively managing spill reduction, applying learnings to recent acquisitions13 Reliability 0 Total capacity loss better than plan14 FINANCIAL PERFORMANCE: Deliver industry-leading earnings and cash flow growth 0 IOC2-leading financial results, earnings, ROCE, and TSR15, 16 0 More than
|
58 |
2025 Proxy Statement |
Table of Contents
2024 BUSINESS PERFORMANCE | OPERATING & FINANCIAL METRICS PERSONNEL SAFETY3, 4 ENVIRONMENTAL13 0 Assessing business performance is SPILLS >1 BARREL (BBL) most relevant against companies LOST-TIME INCIDENT RATE (LTIR) of similar scale and complexity that ExxonMobil Workforce xAcquisitions
| 2025 Proxy Statement | 59 |
Table of Contents
2024 COMPENSATION ACTIONS | CEO PAY DELIBERATIONS
|
60 |
2025 Proxy Statement |
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CEO COMPENSATION BENCHMARKING1 TOTAL DIRECT COMPENSATION 0 Strength of program design demonstrated across dynamic market conditions and a complex business environment 0 Highly performance based, tied to business and individual performance, and greater degree of volatility versus programs of compensation benchmark companies 1-YEAR TOTAL DIRECT COMPENSATION 10-YEAR TOTAL DIRECT COMPENSATION (2023) (2023, 2013 to 2022) ExxonMobil Compensation Benchmark Companies 2023 2013-2022 Range 97th Percentile 1 XOM 3 4 5 6 7 8 9 10 11 12 13 1 XOM 3 4 5 6 7 8 9 10 11 12 13 (rank position) (rank position by 2023 compensation) REALIZED AND UNREALIZED PAY 0 Combined 10-year realized and unrealized pay normalizes for different award types and restriction periods 0 Relative position in 10-year realized pay further underscores the impact of long restriction periods, the longest across all industries 10-YEAR COMBINED REALIZED AND UNREALIZED PAY 10-YEAR REALIZED PAY (2014 to 2023) (2014 to 2023) ExxonMobil Compensation Benchmark Companies ExxonMobil Compensation Benchmark Companies 46th Percentile 1st Percentile 1 2 3 4 5 6 XOM 8 9 10 11 12 13 1 2 3 4 5 6 7 8 9 10 11 XOM 13 (rank position) (rank position)
| 2025 Proxy Statement | 61 |
Table of Contents
2024 COMPENSATION ACTIONS | MANAGEMENT COMMITTEE
|
62 |
2025 Proxy Statement |
Table of Contents
| 2025 Proxy Statement | 63 |
Table of Contents
OTHER COMPENSATION ELEMENTS RETIREMENT PLANS
|
64 |
2025 Proxy Statement |
Table of Contents
SHARE UTILIZATION The Compensation Committee establishes a ceiling for performance share awards on an annual basis. The overall number of shares underlying awards granted in 2024 represents dilution of 0.2%. This dilution results in a lower relative impact on earnings per share at time of grant versus compensation benchmark companies and is 65% below the average of compensation benchmark companies, based on historical grant patterns. GRANTING PRACTICES The Compensation Committee grants annual incentive awards to the Company's senior executives at its regular November meeting. A committee comprised of
| 2025 Proxy Statement | 65 |
Table of Contents
RISK AND GOVERNANCE Executive Stock 0 Long restriction periods on performance shares result in executives maintaining significant Ownership stock ownership during employment and for 10 years into retirement, the majority of which remain unvested 0 Stock ownership far exceeds the typical standard ownership guideline of 6 times base salary 0 Actual CEO stock ownership is 98 times salary resulting from 84% of unvested shares; similarly, stock ownership for other Named Executive Officers ranges from 46 to 82 times salary; at retirement, the CEO and other Named Executive Officers will have approximately 70% of unvested shares outstanding that will vest over a 10-year period 0 Average stock ownership of all
|
66 |
2025 Proxy Statement |
Table of Contents
No Employment 0 CEO and other Named Executive Officers are "at-will" employees and as such do not have Contracts employment contracts, severance agreements, or change-in-control arrangements with No Severance the Company Agreements 0 Eliminates any real or perceived "safety net" with respect to job security and increases the risk and consequences to the individual for performance that does not meet the No Change-in-Control highest standards Arrangements No Guaranteed 0 Bonus subject to year-on-year change in earnings performance; remains at risk Bonuses 0 Demonstrated by bonus program suspension in 2020; no award granted No Additional Stock 0 Compensation Committee sets the size of the performance share program and does not Grants to Balance support a practice of offsetting a loss or gain in the value of prior performance share grants Losses in Value by the value of current-year grants 0 Such a practice would minimize the risk/reward profile of stock-based awards and undermine the long-term view that executives are expected to adopt No Accelerated 0 Performance shares are not subject to acceleration, not even at retirement, except in the Vesting at Retirement case of death 0 Unvested performance shares cannot be used as collateral for any purpose COMPENSATION PROGRAM UNDERPINNED BY STRONG GOVERNANCE PRACTICES THAT DISCOURAGE INAPPROPRIATE RISK TAKING
| 2025 Proxy Statement | 67 |
Table of Contents
FREQUENTLY USED TERMS Please also read the Footnotes on page 69 and the additional Frequently Used Terms in
|
68 |
2025 Proxy Statement |
Table of Contents
FOOTNOTES 1 Total Direct Compensation, Realized Pay, and Unrealized Pay are defined in the Frequently Used Terms on page 68. The Frequently Used Terms also identify the compensation benchmark companies. For consistency, CEO compensation versus compensation benchmark companies as discussed on pages 49 and 61 is based on compensation as disclosed in the Summary Compensation Table of the proxy statements as of July 31, 2024. Benchmark company data for 2024 not available at time of publication. 2 Integrated Oil Company (IOC) peers: BP,
| 2025 Proxy Statement | 69 |
Table of Contents
EXECUTIVE COMPENSATION TABLES SUMMARY COMPENSATION TABLE FOR 2024 Change in Pension Value and Nonqualified Non-Equity Deferred Stock Option Incentive Plan Compensation All Other Name and Salary Bonus Awards Awards Compensation Earnings Compensation Total Principal Position Year ($)1 ($)2 ($)3 ($) ($) ($)4 ($)5 ($)
|
70 |
2025 Proxy Statement |
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1 Salary. Effective January 1, 2025, the annual salary was increased for
| 2025 Proxy Statement | 71 |
Table of Contents
5 All Other Compensation. The following table breaks down the amounts included in the All Other Compensation column of the Summary Compensation Table for 2024. Personal Use Life Savings Personal of Company Financial Name Insurance ($) Plan ($) Security ($) Aircraft ($) Planning ($) Relocation ($) Total ($)
|
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Aircraft. Similarly, based on the same security considerations, the Board requires the Chairman and CEO to use the Company aircraft for both business and personal travel. The Board considers these costs necessary security-related business expenses rather than perquisites. Per the disclosure regulations, the incremental cost of aircraft usage for personal travel is reported. Incremental cost for personal use of the aircraft is based on direct operating costs (fuel, airport fees, incremental pilot costs, etc.) and does not include capital costs of the aircraft since the Company already incurs these costs for business purposes. The combined cost of car and aircraft for personal use due to security considerations, is at the 45th percentile of benchmark companies based on 2023 data (2024 benchmark data not disclosed at time of publication). Financial Planning. The Company provides financial planning services to senior executives, including tax preparation. This benefit is valued based on the actual charge for the services. The Company eliminated this benefit for all newly eligible senior executives as of January 2021. The Company continues to make a broad-based financial planning program available for all
| 2025 Proxy Statement | 73 |
Table of Contents
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024 Option Awards Stock Awards Equity Equity Incentive Incentive Plan Awards: Equity Incentive Plan Awards: Market or Plan Awards: Number of Payout Value Number of Number Market Value Unearned of Unearned Number of Number of Securities of Shares of Shares Shares, Units Shares, Units Securities Securities Underlying or Units of or Units of or Other or Other Underlying Underlying Unexercised Option Stock That Stock That Rights That Rights That Unexercised Unexercised Unearned Exercise Option Have Not Have Not Have Not Have Not Options (#) Options (#) Options Price Expiration Vested Vested Vested Vested Name Exercisable Unexercisable (#) ($) Date (#) ($) (#) ($)
|
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OPTION EXERCISES AND STOCK VESTED FOR 2024 Option Awards Stock Awards Number of Shares Value Realized Number of SharesValue Realized Name Acquired on Exercise (#) on Exercise ($) Acquired on Vesting (#)on Vesting ($)
| 2025 Proxy Statement | 75 |
Table of Contents
PENSION PLAN Defined benefit plans provide an annual benefit of 1.6% of final average pay per year of service, with the qualified plan having an offset for
|
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The table below shows the lump sum early retirement benefits under the plans for Messrs. Woods, Chapman, Williams, and
| 2025 Proxy Statement | 77 |
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OTHER COMPENSATION ELEMENTS Termination and 0 Named Executive Officers are not entitled to any additional payments or benefits relating to Change-in-Control termination of employment other than the retirement benefits previously described 0 Named Executive Officers do not have employment contracts, severance program, or any benefits or payments triggered by a change-in-control; see page 67 Administrative 0 Upon request, the Company provides certain administrative support that generally involves, Services for Retired but is not limited to, assistance with correspondence and travel arrangements EmployeeDirectors 0 Aggregate incremental cost to provide these services, if requested, is approximately $15,000 per year; amount represents compensation and benefit cost for support personnel allocated based on estimated time dedicated to providing this service and other miscellaneous office support costs 0 It is not possible to estimate the future cost that may be incurred by the Company to provide these services to
|
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PAY RATIO
Annual total CEO compensation for 2024 was $44,100,504. The median annual total compensation of all employees of the Corporation, except the CEO, for 2024 was $190,266. The ratio of annual total CEO compensation to the median annual total compensation of all employees was 232:1.
The median employee was identified as of October 15, 2024, based on total taxable wages for the most recently completed prior fiscal year as shown in the Corporation's records. No estimates or sampling methodologies were used for this purpose. No cost-of-livingadjustments were made and the taxable wages of employees employed for less than the full fiscal year were not annualized. "Employees" were defined based on applicable employment and tax laws.
For purposes of this disclosure, as permitted by
Including these benefits provides a more accurate pay ratio. Since
|
Countries Excluded / Number of Employees |
||||||||||||||||||||||||||||||
|
1. |
|
477 |
11. |
|
69 |
21. |
|
23 |
31. |
|
4 |
|||||||||||||||||||
|
2. |
|
425 |
12. |
|
60 |
22. |
|
21 |
32. |
|
3 |
|||||||||||||||||||
|
3. |
|
273 |
13. |
Utd. Arab. Emir. |
53 |
23. |
|
20 |
33. |
|
2 |
|||||||||||||||||||
|
4. |
|
257 |
14. |
|
47 |
24. |
|
19 |
34. |
|
2 |
|||||||||||||||||||
|
5. |
|
115 |
15. |
|
44 |
25. |
N. Mariana Islands |
15 |
35. |
Luxembourg |
2 |
|||||||||||||||||||
|
6. |
|
114 |
16. |
|
42 |
26. |
|
11 |
36. |
|
1 |
|||||||||||||||||||
|
7. |
|
112 |
17. |
|
35 |
27. |
|
8 |
37. |
|
1 |
|||||||||||||||||||
|
8. |
|
101 |
18. |
|
34 |
28. |
|
8 |
38. |
|
1 |
|||||||||||||||||||
|
9. |
|
85 |
19. |
|
26 |
29. |
|
5 |
||||||||||||||||||||||
|
10. |
|
80 |
20. |
|
25 |
30. |
|
5 |
||||||||||||||||||||||
Total number of employees excluded: 2,625
| 2025 Proxy Statement | 79 |
Table of Contents
024 pay decisions, including how executive compensation is directly tied to performance. This section is provided solely to comply with
|
Pay Versus Performance Table
|
||||||||||||||||||||||
|
Value of Initial Fixed $100
Investment Based On: |
||||||||||||||||||||||
|
Year
(a)
|
Summary
Compensation Table Total for PEO 1
$
(b)
|
Compensation
Actually Paid to PEO 1,4
$
(c)
|
Average Summary
Compensation Table Total for Non-PEO NEOs
2
$
(d)
|
Average
Compensation Actually Paid to Non-PEO NEOs
2,4
$
(e)
|
Total
Shareholder Return $
(f)
|
Total Shareholder Retu 3
$
(g)
|
Net Income
(in millions) $ (h)
|
CFOAS
5
(in millions) (i)
|
||||||||||||||
|
2024
|
44,052,537 | 48,838,037 | 23,370,696 | 24,234,121 | 197 | 133 | 33,680 | 60,009 | ||||||||||||||
|
2023
|
36,919,898 | 23,567,917 | 20,748,653 | 13,866,194 | 176 | 139 | 36,010 | 59,447 | ||||||||||||||
|
2022
|
35,909,231 | 89,747,677 | 20,844,030 | 37,954,580 | 188 | 136 | 55,740 | 82,044 | ||||||||||||||
|
2021
|
23,572,488 | 40,080,212 | 11,277,117 | 18,671,104 | 101 | 94 | 23,040 | 51,305 | ||||||||||||||
|
2020
|
15,639,061 | -7,691,707 | 8,331,316 | -8,714,670 | 64 | 69 | -22,440 | 15,667 | ||||||||||||||
|
Year
(a)
|
Total Direct
Compensation PEO 1,6
$
(j)
|
Realized Pay
PEO 1,6
$
(k)
|
Average
Total Direct Compensation for Non-PEO NEOs
2,6
$
(l)
|
Average Realized
Pay for Non-PEO
NEOs 2,6
$
(m)
|
||||
|
2024
|
33,238,000 | 17,602,293 | 17,901,706 | 7,895,275 | ||||
|
2023
|
29,861,750 | 15,627,195 | 16,381,837 | 6,985,831 | ||||
|
2022
|
33,024,000 | 18,116,008 | 17,704,820 | 7,649,062 | ||||
|
2021
|
18,262,225 | 9,068,366 | 7,594,806 | 4,188,130 | ||||
|
2020
|
10,049,725 | 3,748,895 | 4,785,620 | 2,744,862 | ||||
|
5-year
average
|
24,887,140
|
12,832,551
|
12,873,758
|
5,892,632
|
||||
|
PEO "Compensation Actually Paid"
2024 versus 2023 ($ in millions)
|
Actual
|
Year-over-Year
|
As a result, 85% of the year-over-year change
of PEO "Compensation Actually Paid" reflects unvested equity, its value influenced by the Company's stock price, $107.57 at the end of 2024. Year-end
stock price was $99.98 in 2023, year-over-year
change. |
|||||||||||||||||||
|
2024
|
2023
|
Change
|
% of Change
|
|||||||||||||||||||
|
Cash: Salary, Bonus, All Other Compensation
|
6.9
|
7.8
|
-0.9
|
3
|
%
|
|||||||||||||||||
|
Stock Awards granted in current year, YE value
|
24.2 | 22.5 | 1.7 | 6 | % | |||||||||||||||||
|
Outstanding equity, year-over-year change in value
|
9.7 | -11.7 | 21.4 | 79 | % | |||||||||||||||||
|
Vested awards, vested value minus prior YE value
|
1.7 | -0.4 | 2.1 | 8 | % | |||||||||||||||||
|
Dividends paid prior to vesting of underlying awards
|
5.2 | 4.5 | 0.8 | 3 | % | |||||||||||||||||
|
Pension Service Cost
|
1.1 | 1.0 | 0.1 | 1 | % | |||||||||||||||||
|
Total
|
48.8
|
23.6
|
25.2
|
100
|
%
|
|||||||||||||||||
|
80
|
2025 Proxy Statement
|
|
Supporting Financial & Operating Metrics
∎
TSR ∎
Earnings ∎
Cash Flow from Operations and Asset Sales ∎
Retuon Capital Employed |
∎
Safety Performance ∎
Environmental Performance ∎
Corporate-wide operated asset GHG emissions intensity |
|
1
|
Principle Executive Officer (PEO): 2020-2024
|
|
2
|
Named Executive Officers (NEOs): in 2022-2024,
|
|
3
|
CD&A Business Performance peer group: BP,
|
|
4
|
Adjustments to determine "Compensation Actually Paid":
|
| PEO
1
|
Average
Non-PEO
NEOs 2
|
|||||||||||||||||||||||||||||||||||||||||
| +/- | 2024 | 2023 | 2022 | 2021 | 2020 | 2024 | 2023 | 2022 | 2021 | 2020 | ||||||||||||||||||||||||||||||||
|
SCT grant value of long-term awards granted in the year
|
- | 26,721,000 | 23,199,750 | 24,939,000 | 13,505,225 | 8,434,725 | 13,728,656 | 12,079,337 | 12,594,195 | 5,892,181 | 3,594,016 | |||||||||||||||||||||||||||||||
|
Year-end
value of long-term awards granted in the year |
+ | 24,203,250 | 22,495,500 | 24,817,500 | 13,155,850 | 8,450,100 | 12,435,092 | 11,712,657 | 12,532,838 | 5,827,736 | 3,600,567 | |||||||||||||||||||||||||||||||
|
Year-over-year change in "fair value" of unvested awards
|
+ | 9,666,245 | -11,749,836 | 48,547,691 | 16,765,814 | -20,079,108 | 4,084,653 | -4,655,739 | 17,672,847 | 7,865,983 | -15,015,063 | |||||||||||||||||||||||||||||||
|
Value of vested awards received
|
+ | 1,690,200 | -442,500 | 3,273,600 | 1,314,686 | -1,274,817 | 562,570 | -135,756 | 751,602 | 486,992 | -1,009,384 | |||||||||||||||||||||||||||||||
|
SCT change in pension value
|
- | 10,417,644 | 5,922,953 | 2,506,363 | 5,137,153 | 5,348,636 | 5,321,232 | 4,012,935 | 3,044,269 | 2,710,176 | 3,442,800 | |||||||||||||||||||||||||||||||
|
Pension Service cost
|
+ | 1,128,418 | 1,001,694 | 901,365 | 744,658 | 751,812 | 648,773 | 546,216 | 460,833 | 326,056 | 462,472 | |||||||||||||||||||||||||||||||
|
Dividends
|
+ | 5,236,032 | 4,465,864 | 3,743,653 | 3,169,095 | 2,604,606 | 2,182,224 | 1,742,434 | 1,330,895 | 1,489,577 | 1,952,237 | |||||||||||||||||||||||||||||||
|
5
|
Additional information on CFOAS is included in
|
|
6
|
Definitions of "Total Direct Compensation" and "Realized Pay" are included on page 68.
|
|
2025 Proxy Statement
|
81 |
Table of Contents
ADDITIONAL INFORMATION
Other Business
We are not currently aware of any other business to be acted on at the annual meeting. Under the laws of
Outstanding Shares
Holders of record of our common stock at the close of business on April 2, 2025, are entitled to vote at the 2025 annual meeting of shareholders. On February 28, 2025, there were 4,325,293,654 shares of common stock outstanding and entitled to vote. Each common share entitles the holder to one vote.
How We Solicit Proxies
We bear the cost of solicitation of proxies by the Company. In addition to this mailing,
Shareholder Proposals and Director Nominations for Next Year
Any shareholder proposal for the annual meeting in 2026 must be sent to the email address or to the Secretary at the address of
Submissions of nominees for director under the proxy access provisions of our by-lawsfor the 2026 annual meeting must be submitted in compliance with those by-lawsno later than December 8, 2025, and no earlier than November 8, 2025. Notice of a director nomination, or a shareholder proposal other than under proxy access, or for which a shareholder will conduct his or her own solicitation must be submitted in compliance with the advance notice provisions of our by-lawsno later than January 28, 2026, and no earlier than December 29, 2025. In all cases, material fully compliant with the requirements of our by-lawsmust be received by 5:00 pm Central Time on the relevant date.
For the 2025 annual meeting of shareholders, the
Duplicate Annual Reports
Registered Shareholders with multiple accounts may authorize
Shareholders With the Same Address
If you share an address with one or more
|
82 |
2025 Proxy Statement |
Table of Contents
Requests related to householding should be made by calling ExxonMobil Shareholder Services at the telephone number listed on page 8. Beneficial shareholders should request information about householding from their banks, brokers, or other holders of record.
SEC Form 10-K
Shareholders may obtain a copy of the Corporation's Annual Report on Form 10-Kto the
| 2025 Proxy Statement | 83 |
Table of Contents
Set forth below is important information concerning forward-looking statements, as well as definitions and additional information for certain key business and financial performance measures, made or referenced in this proxy statement.
Statements related to future events; projections; descriptions of strategic, operating, and financial plans and objectives; statements of future ambitions and plans; and other statements of future events or conditions are forward-looking statements. Similarly, discussion of roadmaps or future plans related to carbon capture, transportation and storage, lower-emission fuels, hydrogen, ammonia, direct air capture, ProxximaTM systems, carbon materials, lithium and other future plans to reduce emissions and emission intensity of
Actual future results, including financial and operating performance; earnings power, potential earnings, cash flow, dividends or shareholder returns, including the timing and amounts of share repurchases; total capital expenditures and mix, including allocations of capital to low carbon and other new investments; realization and maintenance of structural cost reductions and efficiency gains, including the ability to offset inflationary pressure; plans to reduce future emissions and emissions intensity, including ambitions to reach Scope 1 and Scope 2 net zero from operated assets by 2050, to reach Scope 1 and 2 net zero in heritage Permian Basin1 unconventional operated assets by 2030 and in Pioneer Permian assets by 2035, to eliminate routine flaring in-linewith World Bank Zero Routine Flaring, and to reach near-zero methane emissions from operated assets and other methane initiatives to meet
These include global or regional changes in the supply and demand for oil, natural gas, petrochemicals, and feedstocks and other market factors, economic conditions and seasonal fluctuations that impact prices and differentials for our products; developments or changes in local, national, or international laws, regulations, taxes, trade sanctions, trade tariffs, or policies affecting our business, such as government policies supporting lower carbon and new market investment opportunities, the punitive European taxes on the oil and gas sector and unequal support for different technological methods of emissions reduction or evolving, ambiguous, and unharmonized standards imposed by various jurisdictions related to sustainability and GHG reporting; variable impacts of trading activities on our margins and results each quarter; actions of co-venturers,competitors, and commercial counterparties; the outcome of commercial negotiations, including final agreed terms and conditions; the outcome of competitive bidding and project awards; the ability to access debt markets on favorable terms or at all; the occurrence, pace, rate of recovery, and effects of public health crises; adoption of regulatory incentives consistent with law; reservoir performance, including variability and timing factors applicable to unconventional resources and the success of new unconventional technologies; the level, outcome, and timing of exploration and development projects and decisions to invest in future reserves and resources; timely completion of construction projects; final management approval of future projects and any changes in the scope, terms, costs, or assumptions of such projects as approved; the actions of governments or other actors against our core business activities and acquisitions, divestitures, or financing opportunities; war, civil unrest, attacks against the Company or industry, and other geopolitical or security disturbances, including disruption of land or sea transportation routes; decoupling of economies, and disruptions in trade alliances and military alliances; expropriations, seizure, or capacity, insurance, shipping, import or export limitations imposed by governments or laws; opportunities for potential acquisitions, investments or divestments and satisfaction of applicable conditions to closing, including timely regulatory approvals; the capture of efficiencies within and between business lines and the ability to maintain near-term cost reductions as ongoing efficiencies without impairing our competitive positioning; unforeseen technical or operating difficulties and unplanned maintenance; the development and competitiveness of alternative energy and emission reduction technologies; consumer preferences including willingness and ability to pay for reduced emission products; the results of research programs and the ability to bring new technologies to commercial scale on a cost-competitive basis; and other factors discussed under "Item 1A. Risk Factors" in our Annual Report on Form 10-K.
|
84 |
2025 Proxy Statement |
Table of Contents
Forward-looking and other statements regarding environmental and other sustainability efforts and aspirations are not an indication that these statements are material to investors or require disclosure in our filing with the
Energy demand models are forward-looking by nature and aim to replicate system dynamics of the global energy system, requiring simplifications. The reference to any scenario in this proxy statement, including any potential net-zeroscenario, does not imply
Actions needed to advance
The term "project" as used in this proxy statement can refer to a variety of different activities and does not necessarily have the same meaning as in any government payment transparency reports.
This proxy statement references the internet addresses of a variety of publications and other materials available on
| 1 |
Heritage Permian Basin assets exclude assets acquired as part of the acquisition of Pioneer that closed on May 3, 2024. |
| 2025 Proxy Statement | 85 |
Table of Contents
Frequently Used Terms
Listed below are definitions of several of
Cash Flow from Operations and Asset Sales(Non-GAAP)
Cash flow from operations and asset sales is the sum of the net cash provided by operating activities and proceeds from asset sales and returns of investments from the Consolidated Statement of Cash Flows. This cash flow reflects the total sources of cash both from operating the Corporation's assets and from the divesting of assets. The Corporation employs a long-standing and regular disciplined review process to ensure that assets are contributing to the Corporation's strategic objectives. Assets are divested when they are no longer meeting these objectives or are worth considerably more to others. Because of the regular nature of this activity, we believe it is useful for investors to consider proceeds associated with asset sales together with cash provided by operating activities when evaluating cash available for investment in the business and financing activities, including shareholder distributions.
|
Cash Flow from Operations and Asset Sales |
2024 | 2023 | 2022 | 2021 | 2020 | |||||||||||||||
|
(millions of dollars) |
||||||||||||||||||||
|
Net cash provided by operating activities |
55,022 | 55,369 | 76,797 | 48,129 | 14,668 | |||||||||||||||
|
Proceeds associated with sales of subsidiaries, property, plant and equipment, and sales and returns of investments |
4,987 | 4,078 | 5,247 | 3,176 | 999 | |||||||||||||||
|
Cash flow from operations and asset sales(Non-GAAP) |
60,009 | 59,447 | 82,044 | 51,305 | 15,667 | |||||||||||||||
|
Cash Flow from Operations and Asset Sales |
2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||||||
|
(millions of dollars) |
||||||||||||||||||||
|
Net cash provided by operating activities |
29,716 | 36,014 | 30,066 | 22,082 | 30,344 | |||||||||||||||
|
Proceeds associated with sales of subsidiaries, property, plant and equipment, and sales and returns of investments |
3,692 | 4,123 | 3,103 | 4,275 | 2,389 | |||||||||||||||
|
Cash flow from operations and asset sales(Non-GAAP) |
33,408 | 40,137 | 33,169 | 26,357 | 32,733 | |||||||||||||||
|
86 |
2025 Proxy Statement |
Table of Contents
Capital Employed(Non-GAAP)
Capital employed is a measure of net investment. When viewed from the perspective of how the capital is used by the businesses, it includes
|
Capital Employed |
2024 | 2023 | 2022 | 2021 | 2020 | |||||||||||||||
|
(millions of dollars) |
||||||||||||||||||||
|
Business uses: asset and liability perspective |
||||||||||||||||||||
|
Total assets |
453,475 | 376,317 | 369,067 | 338,923 | 332,750 | |||||||||||||||
|
Less liabilities and noncontrolling interests share of assets and liabilities |
||||||||||||||||||||
|
Total current liabilities excluding notes and loans payable |
(65,352) | (61,226) | (68,411) | (52,367) | (35,905) | |||||||||||||||
|
Total long-term liabilities excluding long-term debt |
(75,807) | (60,980) | (56,990) | (63,169) | (65,075) | |||||||||||||||
|
Noncontrolling interests share of assets and liabilities |
(8,069) | (8,878) | (9,205) | (8,746) | (8,773) | |||||||||||||||
|
Add |
3,242 | 3,481 | 3,705 | 4,001 | 4,140 | |||||||||||||||
|
Total capital employed(Non-GAAP) |
307,489 | 248,714 | 238,166 | 218,642 | 238,166 | |||||||||||||||
|
Capital Employed |
2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||||||
|
(millions of dollars) |
||||||||||||||||||||
|
Business uses: asset and liability perspective |
||||||||||||||||||||
|
Total assets |
362,597 | 346,196 | 348,691 | 330,314 | 336,758 | |||||||||||||||
|
Less liabilities and noncontrolling interests share of assets and liabilities |
||||||||||||||||||||
|
Total current liabilities excluding notes and loans payable |
(43,411) | (39,880) | (39,841) | (33,808) | (35,214) | |||||||||||||||
|
Total long-term liabilities excluding long-term debt |
(73,328) | (69,992) | (72,014) | (79,914) | (86,047) | |||||||||||||||
|
Noncontrolling interests share of assets and liabilities |
(8,839) | (7,958) | (8,298) | (8,031) | (8,286) | |||||||||||||||
|
Add |
3,906 | 3,914 | 3,929 | 4,233 | 4,447 | |||||||||||||||
|
Total capital employed(Non-GAAP) |
240,925 | 232,280 | 232,467 | 212,794 | 211,658 | |||||||||||||||
| 2025 Proxy Statement | 87 |
Table of Contents
Retuon Average Capital Employed(Non-GAAP)
Retuon average capital employed (ROCE) is a performance measure ratio. From the perspective of the business segments, ROCE is annual business segment earnings divided by average business segment capital employed (average of beginning and end-of-yearamounts). These segment earnings include
|
Retuon Average Capital Employed |
2024 | 2023 | 2022 | 2021 | 2020 | |||||||||||||||
|
(millions of dollars) |
||||||||||||||||||||
|
Net income (loss) attributable to |
33,680 | 36,010 | 55,740 | 23,040 | (22,440) | |||||||||||||||
|
Financing costs (after-tax) |
||||||||||||||||||||
|
Gross third-party debt |
(1,106) | (1,175) | (1,213) | (1,196) | (1,272) | |||||||||||||||
|
|
(196) | (307) | (198) | (170) | (182) | |||||||||||||||
|
All other financing costs - net |
(252) | 931 | 276 | 11 | 666 | |||||||||||||||
|
Total financing costs |
(1,554) | (551) | (1,135) | (1,355) | (788) | |||||||||||||||
|
Earnings (loss) excluding financing costs(Non-GAAP) |
35,234 | 36,561 | 56,875 | 24,395 | (21,652) | |||||||||||||||
|
Average capital employed (Non-GAAP) |
278,102 | 243,440 | 228,404 | 222,890 | 234,031 | |||||||||||||||
|
Retuon average capital employed - corporate total(Non-GAAP) |
12.7% | 15.0% | 24.9% | 10.9% | (9.3)% | |||||||||||||||
|
Ten-yearaverage: Retuon average capital employed (Non-GAAP) |
9.1% | |||||||||||||||||||
|
Retuon Average Capital Employed |
2019 |
2018 |
2017 |
2016 |
2015 |
|||||||||||||||
|
(millions of dollars) |
||||||||||||||||||||
|
Net income (loss) attributable to |
14,340 | 20,840 | 19,710 | 7,840 | 16,150 | |||||||||||||||
|
Financing costs (after-tax) |
||||||||||||||||||||
|
Gross third-party debt |
(1,075) | (912) | (709) | (683) | (362) | |||||||||||||||
|
|
(207) | (192) | (204) | (225) | (170) | |||||||||||||||
|
All other financing costs - net |
141 | 498 | 515 | 423 | 88 | |||||||||||||||
|
Total financing costs |
(1,141) | (606) | (398) | (485) | (444) | |||||||||||||||
|
Earnings (loss) excluding financing costs(Non-GAAP) |
15,481 | 21,446 | 20,108 | 8,325 | 16,594 | |||||||||||||||
|
Average capital employed (Non-GAAP) |
236,603 | 232,374 | 222,631 | 212,226 | 208,755 | |||||||||||||||
|
Retuon average capital employed - corporate total(Non-GAAP) |
6.5% | 9.2% | 9.0% | 3.9% | 7.9% | |||||||||||||||
|
88 |
2025 Proxy Statement |
Table of Contents
Structural Cost Savings(Non-GAAP)
Structural cost savings describes decreases in cash opex excluding energy and production taxes as a result of operational efficiencies, workforce reductions, divestment-related reductions, and other cost-savings measures that are expected to be sustainable compared to 2019 levels. Relative to 2019, estimated cumulative structural cost savings totaled $12.1 billion. The total change between periods in expenses below will reflect both structural cost savings and other changes in spend, including market factors, such as inflation and foreign exchange impacts, as well as changes in activity levels and costs associated with new operations, mergers and acquisitions, new business venture development, and early-stage projects. Estimates of cumulative annual structural cost savings may be revised depending on whether cost reductions realized in prior periods are determined to be sustainable compared to 2019 levels. Structural cost savings are stewarded internally to support management's oversight of spending over time. This measure is useful for investors to understand the Corporation's efforts to optimize spending through disciplined expense management.
| Calculation of Structural Cost Savings | 2019 | 2024 | ||||||||||||||||||
|
(billions of dollars) |
||||||||||||||||||||
|
Components of Operating Costs |
||||||||||||||||||||
|
From |
||||||||||||||||||||
|
Production and manufacturing expenses |
36.8 | 39.6 | ||||||||||||||||||
|
Selling, general and administrative expenses |
11.4 | 10.0 | ||||||||||||||||||
|
Depreciation and depletion (includes impairments) |
19.0 | 23.4 | ||||||||||||||||||
|
Exploration expenses, including dry holes |
1.3 | 0.8 | ||||||||||||||||||
|
Non-servicepension and postretirement benefit expense |
1.2 | 0.1 | ||||||||||||||||||
|
Subtotal |
69.7 | 74.0 | ||||||||||||||||||
|
|
9.1 | 9.6 | ||||||||||||||||||
|
Total Adjusted Operating Costs(Non-GAAP) |
78.8 | 83.6 | ||||||||||||||||||
|
Total Adjusted Operating Costs(Non-GAAP) |
78.8 | 83.6 | ||||||||||||||||||
|
Less: |
||||||||||||||||||||
|
Depreciation and depletion (includes impairments) |
19.0 | 23.4 | ||||||||||||||||||
|
Non-servicepension and postretirement benefit expense |
1.2 | 0.1 | ||||||||||||||||||
|
Other adjustments (includes equity company depreciation and depletion) |
3.6 | 3.7 | ||||||||||||||||||
|
Total Cash Operating Expenses (Cash Opex)(Non-GAAP) |
55.0 | 56.4 | ||||||||||||||||||
|
Energy and production taxes (Non-GAAP) |
11.0 | 13.9 | ||||||||||||||||||
| Market | Activity /
Other |
Structural
Savings |
||||||||||||||||||
|
Total Cash Operating Expenses (Cash Opex) excluding Energy and Production Taxes(Non-GAAP) |
44.0 | +4.0 | +6.6 | -12.1 | 42.5 | |||||||||||||||
Due to rounding, numbers presented may not add up precisely to the totals indicated.
| 2025 Proxy Statement | 89 |
Table of Contents
Earnings (loss) excluding Identified Items(Non-GAAP)
Earnings (loss) excluding Identified Items are earnings (loss) excluding individually significant non-operationalevents with, typically, an absolute corporate total earnings impact of at least $250 million in a given quarter. The earnings (loss) impact of an Identified Item for an individual segment in a given quarter may be less than $250 million when the item impacts several segments or several periods. Management uses these figures to improve comparability of the underlying business across multiple periods by isolating and removing significant non-operationalevents from business results. The Corporation believes this view provides investors increased transparency into business results and trends, and provides investors with a view of the business as seen through the eyes of management. Earnings (loss) excluding Identified Items is not meant to be viewed in isolation or as a substitute for net income (loss) attributable to
|
Upstream |
2024 | 2023 | 2022 | |||||||||||||||||||||||||||||||||
|
(millions of dollars) |
Non- |
Total | Non- |
Total | Non- |
Total | ||||||||||||||||||||||||||||||
|
Earnings (loss) ( |
6,426 | 18,964 | 25,390 | 4,202 | 17,106 | 21,308 | 11,728 | 24,751 | 36,479 | |||||||||||||||||||||||||||
|
Impairments |
(360) | (48) | (408) | (1,978) | (686) | (2,664) | - | (3,790) | (3,790) | |||||||||||||||||||||||||||
|
Gain/(loss) on sale of assets |
- | 385 | 385 | 305 | - | 305 | 299 | 587 | 886 | |||||||||||||||||||||||||||
|
Tax-relateditems |
- | 238 | 238 | 184 | (126) | 58 | - | (1,415) | (1,415) | |||||||||||||||||||||||||||
|
Other |
- | - | - | - | - | - | - | 1,380 | 1,380 | |||||||||||||||||||||||||||
|
Identified Items |
(360) | 575 | 215 | (1,489) | (812) | (2,301) | 299 | (3,238) | (2,939) | |||||||||||||||||||||||||||
|
Earnings (loss) excluding Identified Items(Non-GAAP) |
6,786 | 18,389 | 25,175 | 5,691 | 17,918 | 23,609 | 11,429 | 27,989 | 39,418 |
|
Energy Products |
2024 | 2023 | 2022 | |||||||||||||||||||||||||||||||||
|
(millions of dollars) |
Non- |
Total | Non- |
Total | Non- |
Total | ||||||||||||||||||||||||||||||
|
Earnings (loss) ( |
2,099 | 1,934 | 4,033 | 6,123 | 6,019 | 12,142 | 8,340 | 6,626 | 14,966 | |||||||||||||||||||||||||||
|
Impairments |
(34) | (59) | (93) | - | - | - | (58) | (216) | (274) | |||||||||||||||||||||||||||
|
Tax-relateditems |
- | 172 | 172 | 192 | (48) | 144 | - | (410) | (410) | |||||||||||||||||||||||||||
|
Identified Items |
(34) | 113 | 79 | 192 | (48) | 144 | (58) | (626) | (684) | |||||||||||||||||||||||||||
|
Earnings (loss) excluding Identified Items(Non-GAAP) |
2,133 | 1,821 | 3,954 | 5,931 | 6,067 | 11,998 | 8,398 | 7,252 | 15,650 |
|
Chemical Products |
2024 | 2023 | 2022 | |||||||||||||||||||||||||||||||||
| (millions of dollars) | Non- |
Total | Non- |
Total | Non- |
Total | ||||||||||||||||||||||||||||||
|
Earnings (loss) ( |
1,627 | 950 | 2,577 | 1,626 | 11 | 1,637 | 2,328 | 1,215 | 3,543 | |||||||||||||||||||||||||||
|
Impairments |
(43) | (52) | (95) | (21) | (273) | (294) | - | - | - | |||||||||||||||||||||||||||
|
Tax-relateditems |
- | - | - | 53 | - | 53 | - | - | - | |||||||||||||||||||||||||||
|
Other |
- | - | - | - | (147) | (147) | - | - | - | |||||||||||||||||||||||||||
|
Identified Items |
(43) | (52) | (95) | 32 | (420) | (388) | - | - | - | |||||||||||||||||||||||||||
|
Earnings (loss) excluding Identified Items(Non-GAAP) |
1,670 | 1,002 | 2,672 | 1,594 | 431 | 2,025 | 2,328 | 1,215 | 3,543 |
|
Specialty Products |
2024 | 2023 | 2022 | |||||||||||||||||||||||||||||||||
| (millions of dollars) | Non- |
Total | Non- |
Total | Non- |
Total | ||||||||||||||||||||||||||||||
|
Earnings (loss) ( |
1,576 | 1,476 | 3,052 | 1,536 | 1,178 | 2,714 | 1,190 | 1,225 | 2,415 | |||||||||||||||||||||||||||
|
Impairments |
(4) | (8) | (12) | - | (82) | (82) | - | (40) | (40) | |||||||||||||||||||||||||||
|
Tax-relateditems |
- | (1) | (1) | 12 | 5 | 17 | - | - | - | |||||||||||||||||||||||||||
|
Other |
- | - | - | - | (28) | (28) | - | - | - | |||||||||||||||||||||||||||
|
Identified Items |
(4) | (9) | (13) | 12 | (105) | (93) | - | (40) | (40) | |||||||||||||||||||||||||||
|
Earnings (loss) excluding Identified Items(Non-GAAP) |
1,580 | 1,485 | 3,065 | 1,524 | 1,283 | 2,807 | 1,190 | 1,265 | 2,455 |
|
90 |
2025 Proxy Statement |
Table of Contents
|
Corporate and Financing |
2024 | 2023 | 2022 | |||||||||
|
(millions of dollars) |
||||||||||||
|
Earnings (loss) ( |
(1,372) | (1,791) | (1,663) | |||||||||
|
Impairments |
- | - | (98) | |||||||||
|
Gain/(loss) on sale of assets |
30 | - | - | |||||||||
|
Tax-relateditems |
- | 76 | 324 | |||||||||
|
Other |
- | - | 76 | |||||||||
|
Identified Items |
30 | 76 | 302 | |||||||||
|
Earnings (loss) excluding Identified Items(Non-GAAP) |
(1,402) | (1,867) | (1,965) | |||||||||
|
Corporate Total |
2024 | 2023 | 2022 | |||||||||
|
(millions of dollars) |
||||||||||||
| Net income (loss) attributable to |
33,680 | 36,010 | 55,740 | |||||||||
|
Impairments |
(608) | (3,040) | (4,202) | |||||||||
|
Gain/(loss) on sale of assets |
415 | 305 | 886 | |||||||||
|
Tax-relateditems |
409 | 348 | (1,501) | |||||||||
|
Other |
- | (175) | 1,456 | |||||||||
|
Identified Items |
216 | (2,562) | (3,361) | |||||||||
|
Earnings (loss) excluding Identified Items(Non-GAAP) |
33,464 | 38,572 | 59,101 | |||||||||
References in this discussion to Corporate earnings (loss) mean net income (loss) attributable to
Due to rounding, numbers presented may not add up precisely to the totals indicated.
Compound annual growth rate (CAGR)
Represents the consistent rate at which an investment or business result would have grown had the investment or business result compounded at the same rate each year.
IOCs
Unless stated otherwise, IOCs include each of BP,
Lower-emission fuels
Fuels with lower life cycle emissions than conventional transportation fuels for gasoline, diesel, and jet transport.
Returns, rate of return, investment returns, project returns, IRR
Unless referring specifically to ROCE or external data, references to returns, rate of return, IRR, and similar terms mean future discounted cash flow returns on future capital investments based on current company estimates. Investment returns exclude prior exploration and acquisition costs.
Total shareholder return
Measures the change in value of an investment in common stock over a specified period of time, assuming dividend reinvestment. We calculate shareholder retuover a particular measurement period by: dividing (1) the sum of (a) the cumulative value of dividends received during the measurement period, assuming reinvestment, plus (b) the difference between the stock price at the end and at the beginning of the measurement period; by (2) the stock price at the beginning of the measurement period. Unless stated otherwise, we assume dividends are reinvested in stock at market prices at approximately the same time actual dividends are paid and quote total shareholder retuon an annualized basis.
| 2025 Proxy Statement | 91 |
Table of Contents
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Table of Contents
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YOUR VOTE IS IMPORTANT The meeting will be held on May 28, 2025, at 9:30 a.m. (Central Time). All votes must be received by closing of the polls at the meeting. |
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| 2025 ANNUAL MEETING - PROXY CARD | ||||||||||||
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Attend the meeting on May 28, 2025, at 9:30 a.m. (Central Time), virtually at www.virtualshareholdermeeting.com/XOM2025. Go to envisionreports.com/XOM for instructions. |
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iIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. i
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| THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED: | ||||||||||||||||||||||||
| 1. Election of Directors: | For | Against | Abstain | For | Against | Abstain | For | Against | Abstain | |||||||||||||||
|
01 - |
☐ | ☐ | ☐ | 02 - |
☐ | ☐ | ☐ | 03 - |
☐ | ☐ | ☐ | |||||||||||||
|
04 - John D. Harris II |
☐ | ☐ | ☐ | 05 - |
☐ | ☐ | ☐ | 06 - Joseph L. Hooley | ☐ | ☐ | ☐ | |||||||||||||
|
07 - |
☐ | ☐ | ☐ | 08 - |
☐ | ☐ | ☐ | 09 - |
☐ | ☐ | ☐ | |||||||||||||
|
10 - |
☐ | ☐ | ☐ | 11- |
☐ | ☐ | ☐ | 12 - |
☐ | ☐ | ☐ | |||||||||||||
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 2 AND 3: | ||||||||||||||||
| For | Against | Abstain | For | Against | Abstain | |||||||||||
| 2. Ratification of Independent Auditors | ☐ | ☐ | ☐ | 3. Advisory Vote to Approve Executive Compensation | ☐ | ☐ | ☐ | |||||||||
|
1 P C F |
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| 0435XE |
Table of Contents
iIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. i
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|
2025 ANNUAL MEETING - PROXY CARD |
PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING - WEDNESDAY, MAY 28, 2025, AT 9:30 A.M. CENTRAL TIME
The undersigned hereby appoints and instructs the appropriate account trustee(s), if any, to appoint
This proxy covers shares of
If no other indication is made on the reverse side of this form, the proxies/trustees shall vote: (a) for the election of the director nominees; and (b) in accordance with the recommendations of the Board of Directors on the other matters referred to on the reverse side.
NON-VOTINGITEMS
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Change of Address - Please print new address below. |
Comments - Please print your comments below. |
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AUTHORIZED SIGNATURES - THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO COUNT; PLEASE DATE AND SIGN BELOW.
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
| Date (mm/dd/yyyy) - Please print date below. |
Signature 1 - Please keep signature within the box. |
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