Governance and executive compensation

We have a robust governance framework designed to oversee risks and opportunities associated with our business. This enables our Board and management to effectively exercise oversight responsibilities.

Our Board of Directors oversees and provides guidance on the company’s strategy and planning, which includes opportunities and risks related to climate change and the energy transition. The effectiveness of our Board reflects the diversity of strengths and experience of the individual directors, as well as the directors’ commitment and ability to work as a group in carrying out their responsibilities.  

The Board and its committees review: 

  • Long-term strategic plans.
  • Stewardship of business performance.
  • Litigation and other legal matters.
  • Political contributions, budget and policy.
  • Lobbying costs.
  • Developments in climate science and policy.
  • World energy supply and demand to 2050.
  • Approach to help reduce greenhouse gas emissions in support of ExxonMobil’s emission-reduction plans and its net-zero ambition.

Directors engage with experts from inside and outside the company and apply their individual experience and perspective to oversee the company’s capital-allocation priorities, with a focus on growing shareholder value and playing a leading role in the energy transition. The independent lead director plays a key role in shareholder engagements and, in consultation with the Chairman, develops Board meeting agendas. 

The Board visits ExxonMobil sites regularly. These visits enable directors to observe and provide input on safety, operating practices, environmental performance, technology, products, industry and corporate standards and community engagement.

Our annual Proxy Statement contains more information about our Board, including guidelines for selection.

Assessing climate and interrelated risks 

The Board, collectively and through its Environment, Safety and Public Policy (ESPP) Committee, regularly engages with senior management on climate matters and a broad spectrum of interrelated risks, such as those related to employee and community safety, health, and environmental performance. This includes briefings with internal and external subject-matter experts, which can cover elements of scientific and technical research, public policy positions, greenhouse gas emission-reduction performance, and new technology developments. 

As part of the business planning process, the Board reviews and discusses technology deployment within the business lines and research on new technology to further Scope 1 and 2 emission reductions for ExxonMobil’s operated assets. The Board approves company strategy and annual capital allocation, and reviews assumptions and sensitivities in testing major projects and investments for resiliency across a range of potential outcomes. 

After discussion and dialogue with ExxonMobil management, the Board exercised its oversight in endorsing the company’s plans through 2028. This included pursuing more than $20 billion in lower-emission investments from 2022 through 2027, in addition to the approximately $5 billion Denbury acquisition.

Independent directors engage directly with shareholders to gather insights and share perspectives on issues of importance to the company, including discussions regarding the risks and opportunities related to climate change and the energy transition. 

The Board uses its committees to oversee a broad spectrum of interrelated risks and opportunities to grow shareholder value, with each committee incorporating aspects of climate-related risks within their charters. 

  • The Environment, Safety, and Public Policy Committee oversees operational risks associated with safety, security, health, and environmental performance including actions taken to address climate-related risks, lobbying activities and expenditures, and community engagement.
  • The Finance Committee oversees risks associated with the company’s capital structure and capital allocation, including actions to enhance resiliency.
  • The Audit Committee oversees ExxonMobil’s overall enterprise risk management approach and structure, which is applied to risks related to climate change, among other business risks.
  • The Nominating and Governance Committee oversees matters of corporate governance, including Board transition and refreshment.
  • The Compensation Committee reviews executive compensation, which is aligned with the long-term interests of shareholders and requires careful consideration of current and future risks, such as those related to climate change.

Integrating energy transition risk management into executive compensation 

The executive compensation program is designed to incentivize long-term, sustainable decision-making. Key design features include performance shares with long vesting periods and compensation that is strongly tied to the company’s performance. 

The program is based on four strategic objectives that are established to drive sustainable growth in shareholder value while positioning the company for long-term success in a lower-emission future. These objectives are interdependent, with long-term business success determined by delivery in each of the strategic objectives. 

Strategic objectives are integrated into the corporate plan, which is reviewed and finalized by the Board each year. Accomplishments versus plan goals and objectives inform the level of compensation. This approach helps ensure accountability at all levels in the organization.

Two of the four strategic objectives specifically integrate climate risk:

  • Operations performance: deliver industry-leading performance in safety, emissions-intensity reductions, environmental performance and reliability.
  • Energy transition: lead industry in reducing emissions in hard-to-decarbonize sectors. 

Financial and operating metrics tie to the company’s strategic objectives and are assessed over near- and long-term time horizons. 

Details on the executive compensation program can be found in the company’s annual Proxy Statement

Long-term strategic objectives


Managing sustainability

The ExxonMobil Management Committee provides ongoing oversight of our 14 sustainability focus areas, including regular assessments of strategic risks, safeguards, and mitigation plans. Each year, the business lines coordinate with ExxonMobil’s Global Operations and Sustainability organization to present sustainability-related plans and progress.

The Management Committee consists of four members:

  • Darren Woods—Chairman and Chief Executive Officer
  • Neil Chapman—Senior Vice President
  • Kathryn Mikells—Senior Vice President and Chief Financial Officer
  • Jack Williams—Senior Vice President

The Global Operations and Sustainability Vice President collaborates with Corporate Strategic Planning and the business lines to develop appropriate sustainability-related goals and supports the integration of those goals into operating plans. Stewardship of sustainability related activities to the Chairman and Management Committee occurs quarterly. Within Global Operations and Sustainability, the Sustainability Director manages the focus areas and subject matter experts are responsible for identifying opportunities.

For additional information on other risks, see our risk management approach

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