Shareholder Engagement Shareholder Engagement Ongoing engagement is essential Shareholder input is valued by the Board and company management in deliberations and disclosures Board responded to shareholder input this year with…
Key Messages Performance Share Program Bonus Program Determining CEO Compensation Pay for CEO Position Executive Compensation
Key Messages Key Messages Program aligned with our business model and long- term shareholder returns Pay highly performance based and tied to Company performance Compensation Committee delivered market competitive pay
Performance Share Program 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…
Performance Share Program Performance Share Program Compensation Committee does not adjust share grants to offset changes in share price, resulting in a one-for-one change in compensation through share price Long restriction…
Bonus Program Bonus Program Size of bonus program aligned with change in annual earnings Individual grant levels determined by the above formula, changes in pay grade, and individual performance Bonus delivered using two vehicles:…
Determining CEO Compensation Determining CEO Compensation
Pay for CEO Position Pay for CEO Position Over 70 percent of CEO total direct compensation delivered in the form of performance shares with long restriction periods Realized pay is 23 percent of total reported pay
Pay for CEO Position Pay for CEO Position Relative rank position in 10-year realized pay demonstrative of long restriction periods in program design
Summary Why Vote FOR Say-on-Pay Program aligned with our business model and long-term shareholder returns Pay highly performance based and tied to Company performance Compensation Committee delivered market competitive pay Summary…
Shareholder Proposals Shareholder Proposals Appreciate engagement with shareholders Some proposals satisfactorily addressed and withdrawn from proxy Remaining proxy proposals generally agree on objectives, differ on approach…
Item 4: Independent Chairman 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…
Item 5: Special Shareholder Meetings 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…
Item 6: Report on Environmental Expenditures Item 6: Report on Environmental Expenditures Proposal: Prepare a report of the incurred costs and associated benefits that have accrued to shareholders, the public health and the environment,…
Item 7: Report on Risks of Petrochemical Investments Item 7: Report on Risks of Petrochemical Investments Proposal: Prepare a report assessing the public health risks of expanding petrochemical operations and investments in areas…
Item 8: Report on Political Contributions Item 8: Report on Political Contributions Proposal: Prepare a report disclosing the policies and procedures for making political contributions and expenditures with corporate funds, including…
Item 9: Report on Lobbying Item 9: 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…
Virtual Annual Shareholder Meeting Virtual Annual Shareholder Meeting ExxonMobils 2020 Annual Meeting of Shareholders is scheduled on May 27, 2020 beginning at 9:30 a.m. Central Time Due to public health concerns associated with…
Questions
Footnote and Definitions Footnote and Definitions Footnote, slide 9 1) Bonus program is based on estimates of year-end earnings made in November of each year, such that payment can occur in that calendar year. The purpose of the…