Guidelines for Review of Related Person Transactions
As amended by the Board of Directors on
February 21, 2023
Background Item 404(a) of SEC Regulation S-K requires disclosure in ExxonMobil's proxy statement and other filings of information regarding transactions in which ExxonMobil or its subsidiaries is a participant if (i) the amount involved exceeds $120,000 and (ii) any ExxonMobil related person had or will have a direct or indirect material interest. Item 404(b) requires disclosure of ExxonMobil's policies and procedures for review, approval, or ratification of those transactions. To assist ExxonMobil in compliance with the requirements of Item 404, the Nominating and Governance Committee has approved these guidelines for the collection and review of information regarding potential related person transactions and consideration of such transactions for approval or ratification as appropriate1.
Definitions Terms defined in Item 404(a), including the definitions of "transaction," "related person," and "immediate family member," shall have the same meanings for purposes of these guidelines. "ExxonMobil" as used herein means Exxon Mobil Corporation and its affiliates.
Data collection and reporting All executive officers, directors, and director nominees will be 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. Executive officers, directors, and nominees should advise the Secretary of the Corporation promptly of any change in the information provided and will be asked periodically to review and re-affirm this information.
Based on this information, ExxonMobil staff will review ExxonMobil's records and make follow-up inquiries of the officers, directors, or nominees, or of third parties, as may be necessary to identify potentially reportable transactions. ExxonMobil staff will also review any potentially reportable transactions involving shareholders known to the Corporation to be the holders of more than 5% of ExxonMobil’s outstanding common stock. A report summarizing such transactions will be provided to the Nominating and Governance Committee for review. To the extent practicable the report will include amounts involved and a reasonable level of detail regarding the nature of the transactions to enable the Committee to assess the materiality of such transactions.
Nominating and Governance Committee review The Committee will review reports developed under these guidelines and make a recommendation to the Board as to whether the Committee determines that an identified transaction is required to be reported as a related person transaction under Item 404(a) and/or should be ratified or approved. In assessing materiality for this purpose, information will be considered material if, in light of all the circumstances, there is a substantial likelihood a reasonable investor would consider the information important in deciding whether to buy or sell ExxonMobil stock or in deciding how to vote shares of ExxonMobil stock. The Board shall only approve or ratify transactions that are deemed to be in the best interests of the Corporation. Transactions within the categorical standards specified below will be presumed not to be material and therefore not to require further approval or ratification. Other transactions will be assessed for materiality based on the specific facts and circumstances. A director will abstain from the decision regarding transactions involving that director or his or her family members.
Categorical Standards Under Item 404(a), certain transactions are deemed not to involve a material interest (including, without limitation2, transactions in which the amount involved in any 12-month period is less than $120,000 and transactions with entities where a related person's interest is limited to service as a non-employee director). In addition, based on a consideration of ExxonMobil's facts and circumstances, the Committee will presume that the following transactions do not involve a material interest for purposes of reporting under Item 404(a) and do not require further approval under these Guidelines:
- Transactions in the ordinary course of business with an entity for which a related person serves as an executive officer, provided (i) the affected director or executive officer did not participate in the decision on the part of ExxonMobil to enter into such transactions and (ii) the amount involved in any related category of transactions in a 12-month period is less than 2%3 of the entity's gross revenues for the most recently completed fiscal year for which data is publicly available.
- Grants or membership payments in the ordinary course of business to nonprofit organizations, provided (i) the affected director or executive officer did not participate in the decision on the part of ExxonMobil to make such payments and (ii) the amount of general-purpose grants in a 12-month period is less than 2% of the recipient's gross revenues for the most recently completed fiscal year for which data is publicly available.
- Payments under ExxonMobil plans and arrangements that are available generally to US salaried employees (including contributions under ExxonMobil's cultural and educational matching gift programs and payments to providers under ExxonMobil health care plans).
- Employment by ExxonMobil of a family member of an executive officer provided the executive officer does not participate in decisions regarding the hiring, performance evaluation, or compensation of the family member.
Standards of Business Conduct These guidelines are in addition to, not in lieu of, the Corporation's Standards of Business Conduct (SBC) to which all employees and directors are subject. Any matter identified through these guidelines that also constitutes a potential violation of the SBC will, in addition to review under these guidelines for potential disclosure, approval, or ratification, be handled separately in accordance with the applicable SBC procedures.
Review of these Guidelines The Nominating and Governance Committee will periodically review these guidelines to determine if changes or modifications may be appropriate.
1Enhanced references to ratification/approval included, consistent with benchmark samples; more clearly addresses possibility that RPT could arise that is not covered by the categorical exclusions.
2Clarifies that all examples excluded under the SEC rules are also excluded from these Guidelines
3Benchmark comparisons typically use the 2% threshold permitted by NYSE rules.