Shareholder Engagement Ongoing engagement is essential Keeps shareholders informed on relevant business matters Provides Board and management with key shareholder perspectives Variety of venues: Annual Shareholders Meeting…
Key Messages Performance Share Program Bonus Program Determining CEO Compensation Pay for CEO Position 5
Key Messages Compensation program design is fully aligned with our business model and the returns of our long-term shareholders Executive pay is highly performance-based and ties to Company performance CEO pay is at the 47th…
Performance Share Program Recognizes the long-term nature of ExxonMobils business model Encourages a long-term view through commodity price cycle Aligns experience of executives with that of long-term shareholders Long restriction…
Performance Share Program An alternate, formula-based program with short-term target setting and three-year vesting would enable executives to monetize performance shares at a much faster pace In this example, shares are granted to…
Bonus Program Size of bonus program aligned with change in annual earnings % change in bonus program = (% change in annual earnings) x (2/3) Individual grant levels determined by the above formula, changes in pay grade, and…
Determining CEO Compensation 10
Determining CEO Compensation 2018 Performance Share Grant Strengthening the Upstream Portfolio Upgrading Downstream Production Leading in Chemical Growth Reducing Environmental Impacts Investing with Discipline COMPENSATION…
Pay for CEO Position 2018 Reported and Realized Pay Over 60 percent of CEO pay delivered in the form of performance shares with restriction periods of 5 years, 10 years, and longer Realized pay is 35 percent of reported pay 12
Pay for CEO Position 10-Year Combined Realized and Unrealized Pay (2009 to 2018) 13
Summary Why Vote FOR Say-on-Pay Executive pay is aligned with Company performance Compensation program ties executive pay to shareholder returns Enhanced disclosure in response to shareholder feedback Shareholder feedback…
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 Proposal: Adopt a policy to require that whenever possible the Chairman be an independent member of the Board; phase in for next CEO transition ExxonMobils Board recommends a vote AGAINST: Agree with…
Item 5: Special Shareholder Meetings Proposal: Amend bylaws to give holders in the aggregate of 10% of outstanding common stock the power to call a special shareholder meeting without the need for a court petition ExxonMobils Board…
Item 6: Board Matrix Proposal: Provide in a matrix form a disclosure of each directors race/ethnicity, skills, experience and attributes most relevant to ExxonMobils business, long-term strategy and risks ExxonMobils Board recommends a…
Item 7: Climate Change Board Committee Proposal: Establish a board committee to evaluate ExxonMobils strategic vision and responses to climate change, inform decision making, and engage in formal review and oversight of corporate…
Item 8: Report on Risks of Gulf Coast Petrochemical Investments Proposal: Prepare a report assessing the public health risks of expanding petrochemical operations and investments in areas increasingly prone to storms, flooding and sea…
Item 9: Report on Political Contributions Proposal: Prepare a report disclosing the policies and procedures for making political contributions and expenditures with corporate funds, including the Boards role, and monetary and…
Item 10: Report on Lobbying Proposal: Prepare a report disclosing the policy and procedures governing lobbying; amounts and recipients; memberships in organizations that write model legislation; decision-making process; and oversight by…
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