Exxon Mobil Corporation · NYSE:XOM
Exxon Mobil — Shareholder Meeting (May 2019)
48 slides from Exxon Mobil's shareholder meeting presentation, May 9, 2019
Slide 1: Schedule 14A Proxy Statement - Exxon Mobil Corporation
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy
Slide 2: 2019 Shareholder Webcast May 9, 2019
2019 Shareholder Webcast May 9, 2019
Slide 3: Agenda
Agenda 10:00 Welcome 10:05 Executive Compensation Overview 10:30 Shareholder Proposals 10:45 Q&A 2
Slide 4: Opening Remarks & Agenda
Opening executive participate your questions Remarks compensation this on morning. the & Agenda—Slide content program As inofprior this andyears, presentation 2I Good willthis briefly morning webcast via touch the and isInternet on part welcome theofseven aatbroad any to shareholder today’s time sha
Slide 5: Cautionary Statement
Cautionary as outcome in the and necessarily environmental, well Frequently totalasof shareholder the have Statement exploration impact Used the executive same Terms of return Executive and these meaning on (TSR) development compensation, results slide Compensation referenced as 25 oninfor and any p
Slide 6: Cautionary Statement
Cautionary Statement—Slide 3 Please note the cautionary statement on this slide; compensation-related terms and footnotes are included at the end of this presentation.
Slide 7: Shareholder Engagement
Shareholder Annual and disclosures publications Engagement Significantly and website Ongoing grewQuarterly engagements engagement earnings isinessential 2018 callsand Webcasts Keeps continuing shareholders Roadshows in 2019informed , 4spotlighton events, relevant andbusiness institutional matters in
Slide 8: Shareholder Engagement
Shareholder provides matters when you non-employee suchand input weof provide the interface interest, isEngagement Board taken directors important with and seriously and we management many as–astrive information Slide group. byindividual the to 4 We Company More respond with believe about and inform
Slide 9: Key Messages
Key Messages Performance Share Program Bonus Program Determining CEO Compensation Pay for CEO Position 5
Slide 10: Executive Compensation Overview
Executive compensation that process Compensation forprogram, the mostmore recent Overview specifically cycle. – Slide I will the5also Thank keymake design youreference Neil, features andtoofthank additional our performance you toinformation everyone shareon that and thecan bonus callbetoday found pr
Slide 11: Key Messages
Key Messages percentile of benchmark Compensation companies program based design on 10-year is fully realized aligned with and unrealized our business paymodel 6 and the returns of our long-term shareholders Executive pay is highly performance-based and ties to Company performance CEO pay is at the
Slide 12: Key Messages
Key Messages model both Compensation strengthen program our and performance annually has thenot design returns Committee – changed, Slide andofshare of continues 6 As our our we made Iand program long-term do have bonus this, to compensation enhanced support Iand would programs shareholders. discour
Slide 13: Performance Share Program
Performance restriction periods, Share coupled Programwith Recognizes performance the long-term metrics applied nature of at grant ExxonMobil’s 7 business model Encourages a long-term view through commodity price cycle Aligns experience of executives with that of long-term shareholders Long
Slide 14: Performance Share Program
Performance periods place shareholders. in unvested. eliminate blue response inflection more after perspective, chart making closely a significant ofto the In point at time feedback order the initial Share aligned constraint Performance in that materializes bottom the to portion Program project requ
Slide 15: Performance Share Program
Performance an program TAKE executive A with LONG-TERM each Share three-year year Program over VIEW vesting, the AnIN 10-year alternate, 58DECISION percent period formula-based of MAKING awards from 2008 granted program to 2017—In would withhave 2013, short-term vested on the –target 7eve times of s
Slide 16: Performance Share Program
Performance important formula-based 10-year 8 allows uniquely percent executives period long of forawards Share our restriction program beginning executives toProgram granted monetize with periods, in in 2008 –to short-term shares Slide the maintain enables and ExxonMobil 8before compares Intarget a
Slide 17: Bonus Program
Bonus Program performance Bonus Sizedelivered of bonus using program twoaligned vehicles: with BONUS changePROGRAM in annual earnings ENCOURAGES % change STRONG in bonus program EARNINGS = (% PERFORMANCE change in annual earnings) IN THE xNEAR- (2/3) Individual AND MID-TERM grant levels WHILE determ
Slide 18: Bonus Program
Bonus annual this delayed, actual performance years, slide, the cumulative Program bonus and annual changes while does pool –bonus Slide earnings not in (“ceiling”) maintaining pay vest 9award grade, Our until peritself annual to share risk cumulative and ourisof performance, level. CEO bonus determ
Slide 19: Determining CEO Compensation
Determining CEO COMMITTEE DECISION Compensation ON CEO PROCESS COMPENSATION INPUTS TO10 COMPENSATION COMMITTEE Financial and Operating Performance Progress Toward Strategic Objectives Annual Compensation Benchmarking COMPENSATION
Slide 20: Determining CEO Compensation
Determining As deliberations Integrity, Committee assigned continue performance in previous to aReturn specific placed best and CEO onyears, reflect the on ROCE additional Compensation weight Average CEO’s the the are Compensation using complex pay, given Capital emphasis particularly a–pre-set the
Slide 21: Determining CEO Compensation
Determining COMPENSATION Safety growth compensation and strategy Operations CEO benchmark Significant Compensation COMMITTEE Integrity company 2018Return accomplishments 2018 GRANTS CEOs(4) on Performance Average PAY THAT Capital inShare advancing ISEmployed Grant HIGHLY strategic Strengthening Cash
Slide 22: Determining CEO Compensation
Determining relative business. Company most and Frequently complexity, recent toRelative growth industry Used 10-year CEOinternational Terms. strategy. 10-year Compensation peers period In inTotal A summary, (2009 3summary operations, of 4Shareholder to –performance Slide 2018) this of capital-inten
Slide 23: Pay for CEO Position
Pay for CEO PAY REPORTED Position $18.8 2018 million Reported RESTRICTED and Realized PERFORMANCE Pay Over 60 percent SHARES of CEO REALIZED pay delivered PAYinVESTING the form of PREVIOUS performance AAWARDS shares with $6.6 restriction million periods of 5 years, 10 years, and longer Realized pay
Slide 24: Pay for CEO Position
Pay the alagging reported result, current for CEO industry 2018 payCEO’s for Position realized the peers. increased most –pay As 2018 recent is forexperience intended Reported our10CEO years. byPay was inthe the and $6.6 design role, Realized million, the of our company’s Pay and compensation –inclu
Slide 25: Pay for CEO Position: 10-Year Combined Realized and Unrealized Pay
Pay for CEO Position 10-Year Combined Realized and Unrealized Pay (2009 to 2018) ExxonMonil Compensation Benchmark Companies 47TH PERCENTILE 1 2 3 4 5 6 7 8 9 10 11 12 13 (Rank Position) 13
Slide 26: Pay for CEO Position
Pay for also recent This balanced disclose chart 10-year CEO and illustrates CEO Position accurate period realized not (2009 –perspective 10-Year only and tothe 2018) unrealized Combined rank on compares how position ExxonMobil’s pay Realized over and withpercentile, athe and 10-year companies Unrea
Slide 27: Summary - Why Vote FOR Executive Say-on-Pay?
Summarycontinues feedback – Why Vote to result “FOR” Executive Say-on-Pay? in program Executive andpay disclosure is aligned paywith tied Company to improvements performance shareholder Compensation experience program 14 ties executive pay to shareholder returns Enhanced disclosure in response to sh
Slide 28: Summary - Why Vote FOR Say-on-Pay?
Summary Executive opportunity compensation we Proxy encourage Statement, –pay Why to you program is dialogue highly vote and to carefully vote “FOR” design with performance-based “FOR” our Say-on-Pay? and consider shareholders Item disclosure 3—Advisory the information –and Slide each totied discuss
Slide 29: Shareholder Proposals
Shareholder Proposals constructive dialogue through Appreciate the year engagement beyond proposals of shareholders 15 Some proposals satisfactorily addressed and excluded from proxy Remaining proxy proposals – generally agree on objectives, differ on approach Important to maintain
Slide 30: Shareholder Proposals
Shareholder shares, seek approach. a dialogue or approximately WeProposals are with firmly the– proponents committed Slide 30 percent 15 Weto of and appreciate maintaining our co-filers, total shares theand constructive opportunities often outstanding. we are dialogue toable Each engage towith year,
Slide 31: Item 4: Independent Chairman
Item 4:with Agree Presiding Independent Director, importance are Chairman independent, of a strong, Proposal: independent otherAdopt than CEO aBoard policy Board Significant to require seeks tobenefit that retain whenever in flexibility having possible Chairman to select the the Chairman with best d
Slide 32: Item 4: Independent Chairman
Item shareholder of this well-positioned theabest objective. strong 4: Independent leadership and proposals Inindependent tofact, bring structure Chairman combining covered existing board, that on – will Slide and the the dedicated Chairman evolving best next 16 Aserve several moment toissues and th
Slide 33: Item 5: Special Shareholder Meetings
Item 5: Board need for recommends Special a special Shareholder meeting, a vote AGAINST: one Meetings can be Proposal: Ten scheduled percent Amend byofBoard shareholders bylaws without to give have the need holders the right forin a to showing thecall aggregate a meeting of good of on 10% cause a sh
Slide 34: Item 5: Special Shareholder Meetings
Itemrequires this appropriate, 5: Special then at least Shareholder such10apercent meeting Meetings ofcould outstanding –be Slide proactively 17 shares Next,combined scheduled on the proposal with by the a showing regarding Board. ofspecial good cause shareholder to disclose meetings, purpose ExxonM
Slide 35: Item 6: Board Matrix
Item 6:toBoard recommends relevant group Board represent aMatrix vote competencies, all AGAINST: shareholders’ Proposal:collective Provide Board interests composition in attributes, a matrix 18 and and form director competencies a disclosure biographies of important each– director’s Individual infor
Slide 36: Item 6: Board Matrix
Item 6: Board deliberations attributes exceeds representS&P the thatinterests and averages. are Matrix reviews. important –ofOur Slide allHowever, shareholders. current for 18our Next, business, disclosures wewedoagree not and agree are that more designed our that clearly Board a prescribed to link
Slide 37: Item 7: Climate Change Committee
Item 7: Climate corporate expertise structure financial planning to Entire strategy ensure Change Board ExxonMobil’s and risksenvironmental isare Board responsible being Committee Board managed for settings recommends theProposal: appropriately oversight 19 Establish aofvote all – Public AGAINST: Co
Slide 38: Item 7: Climate Change Committee
Itemlong-term the brings Public fully committee committees, 7: understand important Issues Climate creates the and success Change Board any expertise Contributions organizational risk, ofisBoard the confident including toCompany. theCommittee Committee analysis. risk that climate-related that The cl
Slide 39: Item 8: Report on Risks of Gulf Coast Petrochemical Investments
Item 8: level extreme safelyrise toReport weather protect ExxonMobil’s onoperational conditions Risks of Board Gulf Detailed integrity recommends Coastand and Petrochemical continuously proactively a vote AGAINST: Investments assist evaluated the Investments surrounding emergency Proposal: only comm
Slide 40: Item 8: Report on Risks of Gulf Coast Petrochemical Investments
Item managed and proactive addition, of Portland performance labor resiliency 8: Report and area: we to approach safe key made can Redirected to onand equipment extreme be Risks significant to found acceptable severe ofweather heavy in Gulf exceeding weather ExxonMobil’s efforts levels. Coast equipm
Slide 41: Item 9: Report on Political Contributions
Item 9: Report non-monetary processes, policies andincluding procedures contributions on Political approval – Disclosure Contributions orby expenditures the Chairman of multi-year Proposal: thatand arecontributions Prepare annual not deductible review a report toby for candidates disclosing Board U.
Slide 42: Item 9: Report on Political Contributions
Itemappropriate from which contributions the groups 9: allisthat Report participants available participate byon recipients the Political onExxonMobil inour in thethe website. ofpolitical Contributions the process. reforms Political We process. notsought –only Action Slide At comply ExxonMobil, are 2
Slide 43: Item 10: Report on Lobbying
Itemfilings oversight positions Act 10: Report reviewed by– management Contributions on by Lobbying Management and to Proposal: more Boardthan Committee ExxonMobil’s Prepare 100 U.S.-based and a report Boarddisclosing organizations ExxonMobil’s recommends the 22 policy a website voteand AGAINST: pro
Slide 44: Item 10: Report on Lobbying
Itemspirit the trade 10: associations Report and letter onfor of Lobbying lobbying. all federal – Slide Again, and state 22we Onlaws recognize theon final lobbying. your shareholder vote Detailed is important. proposal information requesting We want is available ayou report to carefully on online lo
Slide 45: Questions
Questions
Slide 46: Questions
Questions the year. We – Slide would23now Thisbeconcludes happy to our takepresentation. a few questions. We appreciate all of you who have joined to review these important topics. Your vote is important to us and we look forward to continuing our shareholder engagements throughout
Slide 47: Footnotes
Footnotes or both 50 based ranked two-thirds 24 failure percent the on 3;ExxonMobil ExxonMobil’s and 50% Executive adjustment vests that ofintarget longer-term 10Compensation and years inif actual the Alternate ranked or formula vesting relative retirement, 4; programs, Overview and, isbetter three-
Slide 48: Frequently Used Terms
Frequently Benchmark Proxy 2019. earnings pension Compensation other of term unvested awards share- amounts Reported Statement. value, bonus awards, used Used and Companies that and as in units Pay cash-performance Terms reported as For the will other is of (EBU), Summary consistency, Total the not