Shareholder Engagement Ongoing engagement is essential Keeps shareholders informed on relevant business matters Variety of venues: Shareholder meetings, including Annual Shareholders Meeting Publications and website Webcasts…
Key Messages Linking Performance to Pay Tying Pay to Shareholder Experience Responding to Shareholder Feedback CEO Pay Governance Practices 5
Key Messages Why Vote FOR Say-on-Pay Reduced 2017 performance share awards for CEO and other Named Executive Officers due to 10-year Total Shareholder Return (TSR) Compensation performance that is not leading average of industry peers…
Linking Performance to Pay Performance Share Program Safety & Return on Average Cash Flow from Strategic Objectives, Performance Total Shareholder Operations Capital Employed Operations and Business Results & Metrics (10-year) Return…
Linking Performance to Pay Performance Share Program, continued 60% of CEO pay is delivered in performance shares Annual Process to Set Performance Share Grants Based on Business Performance and Market Orientation *Market…
Tying Pay to Shareholder Experience Example The Commodity Price Cycle ExxonMobils longer restriction periods ensure that executives are required to hold shares through the commodity price cycle An alternate, formula-based program…
Linking Performance to Pay Bonus Program 10
Benchmarking and Scale/Complexity 11
CEO Pay -36% Reported Pay Reported Pay to CEO position in 2017 vs. 2016 Reduced 2017 performance share award due to 10-year Total Shareholder Return (TSR) performance that is not leading average of industry peers…
CEO Pay - 2008 to 2017 Reported Pay vs. Realized Pay Over 10-Year Period Realized and Unrealized Pay(1) vs. Benchmark Companies Realized Pay: Combined Realized and Unrealized Pay: 13
Sound Governance Practices Long restriction periods on performance shares result in required ownership that far exceeds typical stock ownership guidelines among compensation benchmark companies At retirement, ExxonMobil senior…
Why Vote FOR Say-on-Pay Item 3: Advisory Vote to Approve Executive Compensation Compensation program links executive pay to Company performance Executive pay tied to shareholder experience Shareholder feedback continues to result…
2018 Energy and Carbon Summary (2nd edition) Substantial engagement with shareholders Addresses feedback, including 2017 proposal Report on Impacts of Climate Change Policies Demand sensitivities Impacts from 2C scenarios…
Shareholder Proposals Appreciate engagement of shareholders Some proposals satisfactorily addressed and excluded from proxy Remaining proxy proposals generally agree on objectives, differ on approach Important to maintain…
Item 4: Independent Chairman Board recommends you vote Against: Agree with importance of a strong, independent Board All directors, including Presiding Director, are independent, other than CEO Retain flexibility to select the best…
Item 5: Special Shareholder Meetings Board recommends you vote Against: Shareholders holding 10% of shares already have right to call special meetings Showing of good cause demonstrates legitimate purpose and informs shareholders…
Item 6: Board Diversity Matrix Board recommends you vote Against: Diversity is a key attribute of Board composition and competency Detailed in proxy with Board member biographies and collective attributes Continued emphasis;…
Item 7: Report on Lobbying Board recommends you vote Against: Support accountability and appropriate transparency Fully comply with federal and state lobbying disclosure requirements Company policy positions and lobbying details…
Questions 22
Footnotes Executive Compensation Overview 1) Pay means the sum of Realized Pay and Unrealized Pay as described in the related Frequently Used Terms. 2) In the Example, for both the ExxonMobil and Alternate programs, 100 shares are…
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