2026 Proxy Statement

2026

Proxy Statement

Table of Contents

A Message from Our Chairman and Chief

Executive Officer and Lead Director 4

Notice of 2026 Annual Meeting of

Stockholders 6

Proxy Summary 7

About ConocoPhillips 7

Stockholder Engagement 9

Director Nominees 10

Governance Highlights 12

Executive Compensation 13

FOR Item 1: Election of Directors and

Director Biographies 14

Board Composition and Refreshment 32

Director Onboarding and Education 33

Board and Committee Evaluations 34

Corporate Governance at ConocoPhillips 35

Board Leadership Structure 35

Board Independence 37

Related Party Transactions 38

Board Meetings and Committees 39

Board Oversight of Risk Management 41

Stockholder Engagement and Board Responsiveness 43

Code of Business Ethics and Conduct 46

Commitment to Our Culture 47

Human Capital Management 48

Public Policy Engagement 50

Communications with the Board of Directors 51

Director Compensation 51

Audit and Finance Committee Report 57

FOR Item 2: Proposal to Ratify the

Appointment of Ernst & Young LLP 59

FOR Item 3: Advisory Approval of

Executive Compensation 61

Role of the Human Resources and

Compensation Committee 62

Authority and Responsibilities 62

Members 62

Meetings 62

Compensation Discussion and Analysis 63

Executive Overview 64

Philosophy and Principles of Our Executive Compensation Program 70

Majority of Executive Compensation is Performance Based 71

Components of Executive Compensation 71

Process for Determining Executive

Compensation 74

2025 Executive Compensation Analysis

and Results 82

Other Executive Compensation and Benefits 89

Executive Compensation Governance 90

Human Resources and Compensation

Committee Report 92

Human Resources and Compensation Committee Interlocks and Insider

Participation 92

Executive Compensation Tables 93

Summary Compensation Table 93

Grants of Plan-Based Awards Table 96

Outstanding Equity Awards at Fiscal

Year-End 98

Option Exercises and Stock Vested 100

Pension Benefits 100

Nonqualified Deferred Compensation 102

Executive Severance and Changes in

Control 104

CEO Pay Ratio 109

Pay Versus Performance 110

Linking Pay and Performance 112

Stock Ownership 114

Holdings of Major Stockholders 114

Delinquent Section 16(a) Reports 114

Securities Ownership of Officers and

Directors 115

Equity Compensation Plan Information 116

Stockholder Proposals 117

AGAINST Item 4: Stockholder Proposal - Independent Board Chairman 118

Submission of Future Stockholder Proposals

and Nominations 122

Rule 14a-8 Stockholder Proposals 122

Proxy Access Nominations 122

Other Proposals/Nominations Under the

Advance Notice By-Law 122

How to Reach Our Corporate Secretary 122

Available Information and Q&A About the

Annual Meeting and Voting 123

Available Information 123

Attending the Annual Meeting 123

Stockholders of Record and Beneficial Stockholders: Know Which One You Are 124

Who Can Vote and How 125

Business to Take Place at the Meeting 126

Proxies 128

Ways to Get Our Proxy Statement and

Annual Report 129

Appendix A 130

Non-GAAP Financial Measures 130

Non-GAAP Reconciliations 131

Other Measures 132

Stockholder Information 133

ConocoPhillips 2026 Notable Recognitions

and Achievements 134

Cautionary Note Regarding Forward-Looking Statements

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our Climate Risk Strategy and related goals, commitments and strategies as well as other ESG -related information. We use words such as "ambition," "anticipates," "believes," "expects," "future," "goal," "target," "plan," "must," "will," "should," "aim," "strive," "intends" and similar expressions to identify forward-looking statements. These statements involve risks and uncertainties. Actual results could differ materially from any future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks and uncertainties that are discussed in our most recently filed periodic reports on Form 10-K, subsequent filings on Forms 10-Q, and Forms 8-K. We assume no obligation to update any forward-looking statements or information, which speak as of their respective dates.

Incorporation by Reference

To the extent that this Proxy Statement has been or will be specifically incorporated by reference into any other filing of ConocoPhillips under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, the sections of this Proxy Statement titled "Audit and Finance Committee Report" (to the extent permitted by the rules of the U.S. Securities and Exchange Commission (SEC)) and "Human Resources and Compensation Committee Report" shall not be deemed to be so incorporated, unless specifically stated otherwise in such filing. This Proxy Statement includes website addresses and references to additional materials found on those websites, which are provided for convenience only. These websites and materials are not incorporated into this Proxy Statement by reference.

‌A Message from Our Chairman and Chief Executive Officer and Lead Director

TEAMWORK

We have a "can do" attitude that inspires top performance from everyone. We encourage collaboration. We celebrate success. We win together.

T

INNOVATION

We anticipate change and respond with creative solutions. We are responsive to the changing needs of the industry. We embrace learning. We are not afraid to try new things.

I

RESPONSIBILITY

We are accountable for our actions. We care about our neighbors. Sustainability is core to our company and creates shared value for our stakeholders.

INTEGRITY

We are ethical and trustworthy in our relationships with internal and external stakeholders. We keep our promises.

I

R

PEOPLE

We respect one another. We recognize that our success depends upon the capabilities and inclusion of our employees. We value different voices and opinions.

SAFETY

No task is so important that we can't take the time to do it safely. A safe company is a successful company.

S

P

March 30, 2026

Dear Fellow Stockholders,

On behalf of the Board of Directors (the "Board") and the Executive Leadership Team, we are pleased to invite you to participate in the 2026 Annual Meeting of Stockholders (the "Annual Meeting"). The meeting will take place virtually on Tuesday, May 12, 2026, at 9:00 a.m. Central Daylight Time. There will be no in-person meeting. The attached Notice of the 2026 Annual Meeting of Stockholders and Proxy Statement provides information about the business we plan to conduct.

Maintaining Our Competitive Position

Last year, we successfully completed the integration of Marathon Oil Corporation, adding more high-quality, low cost of supply resource to our portfolio. We captured more than $1 billion of synergies and approximately $1 billion of additional one-time benefits, while still delivering pro forma production growth.

We also identified an incremental $1 billion in cost reduction and margin enhancement opportunities. We are already making great progress and are on track to capture those savings on a run-rate basis by year-end 2026. These sustainable efficiency improvements and cost reductions make our company more resilient and strengthen our position for

decades to come.

Meeting Global Energy Demand

One of our objectives is to help meet global energy demand. In 2025, we delivered strong operational performance with full-year production of 2,375 thousand barrels of oil equivalent per day. Our global portfolio is deep, durable and diverse, and we're recognized as having the most advantaged U.S. inventory position in the sector. We further strengthened that position, with a more than 15% improvement in Lower 48 drilling and completion efficiencies year over year.

Beyond the Lower 48, we continued to advance the Willow project in Alaska and equity LNG projects at North Field East and North Field South in Qatar and Port Arthur LNG (PALNG) on the U.S. Gulf Coast. These projects are well positioned to deliver strong returns and compelling multiyear free cash flow growth. Additionally, we advanced our commercial LNG strategy by placing an initial 5 million tonnes per annum (MTPA) of PALNG Phase 1 offtake and secured additional offtake of 5 MTPA, bringing our total commercial offtake portfolio to 10 MTPA. The diversification and flexibility embedded in our distinctive LNG strategy enables us to manage short-term risks and uncertainties while continuing to expand our business for what we see as significant LNG demand in

the future.

Delivering Competitive Returns On and Of Capital

We delivered full-year 2025 earnings of $8.0 billion, or $6.35 per share, and cash provided by operating activities totaled $19.8 billion. We achieved our cash from operations (CFO)-based return of capital target, once again returning 45% of CFO to shareholders through buybacks and the dividend. In December, we increased our ordinary dividend by 8%, in line with our commitment to grow the base dividend at a top-

quartile S&P 500 rate. Meanwhile, we paid down debt and further strengthened our investment-grade balance sheet, putting us in a very strong financial position. We are well positioned to continue delivering returns on and of capital to shareholders through the cycles.

Achieving Our Emissions Reduction Targets

In 2025, we completed our approved emissions abatement projects and met our annual greenhouse gas emissions intensity target, advancing our goal to reduce emissions intensity by 50 to 60% by 2030. We also reached our target of zero routine flaring by the end of 2025 for heritage ConocoPhillips assets by taking economically viable steps to eliminate routine flaring in accordance with the World Bank Zero Routine Flaring Initiative. Building on this achievement, we introduced a new commitment this year to maintain flaring intensity of less than 0.75% of gas produced at operated assets.

A Message from Our Chairman and Chief Executive Officer and Lead Director

Looking to the Future

Looking ahead, we remain focused on executing our operating plan and delivering our returns-focused value proposition. We are steadfast in our commitment to operating safely, efficiently and responsibly across all aspects of our business. We believe we have the highest-quality asset base in our peer space, and we're uniquely investing in our high-quality, longer-cycle projects in Alaska and

LNG to drive strong returns and compelling, multiyear free cash flow growth. With an ongoing focus on capital and cost discipline, we are well positioned for long-term success.

Your input is valued, and your vote is very important.

We strongly believe that regular engagement with all stakeholders - stockholders, employees, customers, suppliers, advocacy groups, governments, and communities - is critical to our long-term success. The Annual Meeting is an opportunity for stockholders to express their views on ConocoPhillips' business.

Whether or not you plan to participate in the Annual Meeting, and no matter how many shares you own, we encourage you to vote in advance. Your vote is important to us and to our business. Prior to the meeting, you may sign and return your proxy card, use telephone or internet voting, or visit the Annual Meeting website at https://www.conocophillips.com/annualmeeting to register your vote. Voting instructions begin on page 125.

Thank you for your continued support.

Ryan M. Lance

Chairman and Chief Executive Officer

Robert A. Niblock

Lead Director

‌Notice of 2026 Annual Meeting of Stockholders

Date and Time

Tuesday, May 12, 2026

9:00 a.m. (CDT)

Virtual Meeting

Online at https://www.virtualshareholder meeting.com/COP2026

Record Date

March 18, 2026

Proposals Requiring Your Vote

Purpose Board Recommendation Page

1. Election of 13 Directors

   FOR each nominee 14
   
   
   
   

2. Ratification of Independent

   Registered Public Accounting Firm

3. Advisory Approval of the Compensation of Our Named

   Executive Officers

4. Stockholder Proposal - Independent Board Chairman

FOR 59

AGAINST 118

Only stockholders of record at the close of business on March 18, 2026 will be entitled to receive notice of, and to vote at, the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder at our offices in Houston, Texas during ordinary business hours for a period of 10 days prior to the meeting.

Visit our Annual Meeting website at https://www.conocophillips.com/annualmeeting to learn more about our Annual Meeting, review and download this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (the "Annual Report"), submit questions in advance of the Annual Meeting, and sign up for electronic delivery of materials for future annual meetings.

By Order of the Board of Directors

Kelly B. Rose Corporate Secretary March 30, 2026

‌Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. For more complete information regarding ConocoPhillips' 2025 performance, please review our Annual Report.

Company Overview

ConocoPhillips is one of the world's leading exploration and production companies, based on both production and reserves, with a globally diversified asset portfolio. Headquartered in Houston, Texas, as of December 31, 2025, ConocoPhillips had operations and activities in 14 countries, $122 billion of total assets, and approximately 9,900 employees. Production averaged 2,375 thousand barrels of oil equivalent per day ("MBOED") in 2025, and proved reserves were 7.6 billion barrels of oil equivalent ("BBOE") as of December 31, 2025. We explore for, produce, transport, and market crude oil, bitumen, natural gas, NGLs and LNG on a worldwide basis. Our diverse, low cost of supply portfolio includes resource-rich unconventional plays in North America; conventional assets in North America, Europe, Africa

and Asia; LNG developments; oil sands in Canada; and an inventory of global exploration prospects.

ConocoPhillips is one of the world's leading E&P companies based on both production and reserves, with a globally diversified asset portfolio.

2025 Global Operations

and Activities Employees 2025 Production 2025 Proved Reserves

14

Countries as of Dec. 31, 2025

as of Dec. 31, 2025

2,375

MBOED

7.6

Billion BOE

Strong Financial and Operational Performance in Line with Our Returns-Focused Value Proposition

Throughout 2025, ConocoPhillips delivered strong financial and operational performance consistent with our value proposition of superior returns to stockholders through price cycles. We successfully integrated Marathon Oil, adding more high-quality, low cost of supply resource to our portfolio.

• We delivered full year total company and Lower 48 production of 2,375 MBOED and 1,484 MBOED, respectively. We integrated Marathon Oil and doubled synergy capture to more than $1 billion on a run-rate basis in 2025 while achieving approximately $1 billion of additional one-time benefits. We advanced our commercial LNG strategy by placing an initial 5 million tonnes per annum (MTPA) of Port Arthur LNG (PALNG) Phase 1 offtake and secured additional offtake of 5 MTPA, bringing our total commercial offtake portfolio to 10 MTPA. We achieved Lower 48 drilling and completion efficiency improvements of more than 15% year over year and also achieved first oil at Surmont Pad 104W-A.

• We achieved a 10% return on capital employed,(1)and we delivered competitive returns of capital by distributing

  $9.0 billion to stockholders, including $5.0 billion through share repurchases and $4.0 billion in cash through the ordinary dividend.

• We executed our approved emissions abatement projects and achieved our annual GHG emissions intensity target, advancing our goal to reduce operational emissions intensity by 50 to 60% by 2030. We were awarded Gold Standard Reporting in 2025 by Oil & Gas Methane Partnership 2.0 (OGMP 2.0) and reached our target of zero routine flaring by the end of 2025 for heritage ConocoPhillips assets.

We continue to be guided by our SPIRIT Values and remain committed to our foundational principles, which consist of maintaining balance sheet strength, providing peer-leading distributions, making disciplined investments, and demonstrating responsible and reliable ESG performance. Supporting these core principles are our strategic cash flow allocation priorities: (1) invest enough capital to sustain production and pay the existing dividend; (2) grow the dividend annually; (3) maintain 'A' credit rating; (4) return greater than 30% of cash from operations to stockholders; and (5) make disciplined investments to enhance returns.

A summary of the many important accomplishments we achieved in 2025 is shown below:

2025 Highlights - Delivering on Our Returns-Focused Value Proposition

Strategy

• Integrated Marathon Oil, delivering $1B+ in run-rate synergies and an additional ~$1B of one-time benefits.

• Closed $3.2B in dispositions in 2025 and on track to meet $5B total disposition target by

  year-end 2026.

• Advanced global LNG strategy placing initial 5 MTPA of PALNG Phase 1 offtake; secured additional offtake of 5 MTPA to bring total commercial offtake portfolio to 10 MTPA.

Financial

• Distributed $9.0B to stockholders; $5.0B in share repurchases and $4.0B in ordinary dividends.

• $8.0B earnings; $6.35 EPS;

  $7.7B adjusted earnings(1);

  $6.16 adjusted EPS.(1)

• 10% ROCE(1); 10% cash

  adjusted ROCE.(1)

• Generated cash provided by operating activities of $19.8B;

$19.9B CFO(2); $7.3B FCF(1);

ending cash of $7.4B.(3)

Operations

• Delivered FY company and Lower 48 production of 2,375 MBOED and 1,484 MBOED, respectively.

• Achieved more than 15% improvement in Lower 48 drilling and completion efficiencies year over year.

• Achieved first oil at Surmont Pad 104W-A.

• Identified an incremental $1B in cost reduction and margin enhancement opportunities; on track to capture those savings on a run-rate basis by year-end 2026.

(1)Adjusted earnings, adjusted EPS, return on capital employed (ROCE), cash adjusted ROCE and free cash flow (FCF) are non-GAAP measures. Further information related to these measures as well as reconciliations to the nearest GAAP measure are included in Appendix A.

(2)Cash provided by operating activities was ~$19.8B. Excluding operating working capital change of ($0.1B), cash from operations (CFO) was $19.9B. CFO is a non-GAAP measure. Further information related to this measure is included in Appendix A.

(3)Ending cash includes cash, cash equivalents and restricted cash totaling $6.9B and short-term investments of $0.5B. Restricted cash was $0.4B. Balance excludes $1.1B in long-term investments.

We maintained our ongoing practice of engaging with stockholders throughout 2025 and received consistent feedback that our disciplined, returns-focused strategy is the right one for our business and that our stockholders appreciate

our ongoing efforts to increase the transparency and robustness of our disclosures.

ConocoPhillips understands the importance of maintaining a robust stockholder engagement program. During 2025, ConocoPhillips continued this long-standing practice. As applicable, executives and management from our investor relations, sustainable development, human resources, government affairs and legal groups routinely engaged with stockholders on a variety of topics, including our strategy and value proposition, corporate governance, executive compensation, human capital management, culture, climate change and sustainability. When appropriate, directors also met with stockholders. We spoke with representatives from our top institutional investors, fund managers, public pension funds and socially responsible funds to hear their views on these important topics. Overall, investors expressed strong support for ConocoPhillips. We believe our regular stockholder engagement was productive and provided an open exchange of ideas and perspectives for both ConocoPhillips and our stockholders. For more information, see "Stockholder Engagement and Board Responsiveness" beginning on page 43 and "2025 Say on Pay Vote Result, Stockholder Engagement and Board Responsiveness" beginning on page 66.

The Board recommends a vote FOR each of the 13 nominees listed below. All of the nominees are currently serving as directors.*

Dennis V. Arriola

Former CEO, Avangrid, Inc. Age: 65

Jeffrey A. Joerres

Former Executive Chairman and CEO, ManpowerGroup Inc. Age: 66

Director Since: 2018

Ryan M. Lance

Chairman and CEO, ConocoPhillips Age: 63

Director Since: 2012

Timothy A. Leach

Former Chairman and CEO, Concho Resources Inc.

Age: 66

Director Since: 2021

NEW

Kathleen A. McGinty

VP and Chief Sustainability and External Relations Officer, Johnson Controls International plc Age: 62

Director Since: 2025

William H. McRaven

Retired U.S. Navy Four-Star Admiral (SEAL)

Age: 70

Director Since: 2018

Sharmila Mulligan

Former Chief Strategy Officer, Alteryx

Age: 60

Director Since: 2017

Arjun N. Murti

Partner, Veriten LLC

Age: 57

Director Since: 2015

Robert A. Niblock

Former Chairman, President and CEO, Lowe's Companies, Inc. Age: 63

Director Since: 2010

David T. Seaton

Former Chairman and CEO, Fluor Corporation Age: 64

Director Since: 2020

Director Since: 2022

R.A.

Walker

Former Chairman and CEO, Anadarko Petroleum Corporation Age: 69

Director Since: 2020

Nelda J. Connors

Founder and CEO, Pine Grove Holdings Age: 60

Director Since: 2024

Gay Huey Evans CBE

Former Chairman, London Metal Exchange Age: 71

Director Since: 2013

Committees

Currently and effective as of May 11, 2026

Executive Committee

Human Resources and Compensation Committee

Audit and Finance Committee

Public Policy and Sustainability Committee

Committee on Directors' Affairs

Circle indicates Chair

Lead Director

* Ages as of April 1, 2026

Diversity of Board Skills and Experience

Board Skills and Experience

Global

Global business or international experience provides valued perspectives on how we grow our businesses outside the United States.

92%

85%

69%

Regulatory/Government

Regulatory/government experience offers valuable insight into how the energy industry is heavily regulated and directly affected by governmental actions and decisions.

Human Capital Management

Human capital management experience is essential for effective oversight on matters such as culture, succession planning, development and retention.

54%

Industry

Industry experience provides valuable perspective on issues specific to our business within the energy industry.

77%

92%

Environmental/Sustainability

Environmental/sustainability experience ensures that strategic business essentials and long-term value creation for stockholders are achieved with a responsible, sustainable business model.

Financial Reporting

Financial reporting, audit knowledge, and experience in capital markets, both debt and equity, are critical to ConocoPhillips' success.

Public Company Board Service

Public company board service experience supports our goals of strong board and management accountability, transparency and protection of stockholder interests.

85%

Technology

Technology expertise adds exceptional value to our Board as we increasingly utilize our global data assets to monitor and optimize our operations.

23%

CEO or Senior Officer

CEO or senior officer experience demonstrates a practical understanding of organizations, processes, strategy, risk, and risk management.

54%

Director Nominees: Tenure and Backgrounds

The median tenure of our director nominees is eight years, with four nominees having a tenure of five years or less, five nominees having a tenure of six to 10 years, and four nominees having a tenure greater than 10 years. The median age of our director nominees is 64. Directors generally may not stand for reelection after they reach the age of 75, and 12 director nominees are at least 5 years younger and eight nominees are at least 10 years younger than that age. Four of our director nominees are female, and four of our nominees are from underrepresented communities, in each case representing more than 30% of our total director nominees.

Our Board oversees the development and execution of our strategy. We have robust governance practices and procedures that support our strategy. To maintain and enhance independent oversight, our Board is focused on its composition and effectiveness and has implemented measures for continuous improvement.

The measures outlined below align our corporate governance structure with our strategic objectives and enable the Board to effectively communicate and execute our culture of compliance and rigorous risk management.

Comprehensive, Integrated Governance Practices

Skilled, Diverse Board

Balanced Board Refreshment

Active Independent Oversight

Candid Self-Evaluation

• Our Board is committed to regular renewal and refreshment, and we continually assess whether our composition appropriately relates to ConocoPhillips' current and evolving strategic needs. See "Board Composition and Refreshment" beginning on page 32.

• In assessing Board composition, the Committee on Directors' Affairs considers any planned retirements from the Board, as well as diversity of skills, background and experience.

• As a result, we have an experienced and diverse group of nominees. See "How Are Nominees Selected?" beginning on page 14.

• The Board balances its commitment to maintaining institutional knowledge with the need for fresh perspectives that board refreshment and director succession planning provide.

• Our Board's thorough onboarding and director education processes complement our recruitment process. See "Director Onboarding and Education" beginning on page 33.

• Our independent Lead Director's robust duties are set forth in our Corporate Governance Guidelines. See "Board Leadership Structure" beginning on page 35.

• Our non-employee directors meet privately in executive session at each regularly scheduled Board meeting.

• Our Board reviews CEO and senior management succession and development plans at least annually and assesses candidates during Board and committee meetings and in less formal settings.

• Our Board and committees conduct intensive and thoughtful annual evaluations of the Board, its committees, and its directors, including self-evaluations and peer assessments. See "Board and Committee Evaluations" on page 34.

• Our directors provide feedback on Board and committee effectiveness, including areas such as Board composition and the Board/management succession-planning process.

• Our Board regularly assesses its leadership structure.

• Our Board's decision-making is informed by input from stockholders.

• Annual election of all directors.

• Long-standing commitment to sustainability.

• Stock ownership guidelines for directors and Senior Officers.

• Independent Audit and Finance, Human Resources and Compensation, and Directors' Affairs committees.

• Transparent public policy engagement.

• Prohibition on pledging and hedging for all employees.

• Proxy access.

• Active stockholder engagement.

• Majority independent Board.

• Executive sessions of non-employee directors held at each regularly scheduled Board meeting.

• Empowered independent Lead Director.

• Majority vote standard in uncontested elections.

• Robust clawback policy.

  ‌Executive Compensation

  Compensation Designed Around Our Strategy and Informed by Stockholder Feedback

  Our executive compensation programs and metrics are aligned with our returns-focused value proposition and are directly tied to our strategic priorities (see page 69). The following chart summarizes the principal components of our 2025 executive compensation program (percentages are shown for each component of our CEO's 2025 target compensation).

  Variable Cash Incentive Program ("VCIP") 14%

  • One-year performance period

    • Health, Safety & Environment (20%)

    • Operational (30%)

    • Financial (30%)

    • Strategic Milestones (20%)

      Performance Share Program ("PSP") 50%

  • Performance and equity-based compensation to reward executives for achieving three-year performance targets (65% of long-term incentive value).

    • Relative Total Shareholder Return (60%)

    • Financial-Absolute and Relative Adjusted ROCE (40%)(1)

      Over 90% of CEO

      Compensation is Performance Based

      Salary 9%

  • Market competitive; adjusted for experience, responsibility and performance.

    Executive Restricted Stock Units 27%

  • Long-term equity compensation designed to encourage executive retention and aligned with long-term value creation for stockholders (35% of long-term incentive value).

    • Settles in stock following third anniversary of grant date.

Performance Metrics (VCIP and PSP) are aligned with our Company Strategy

(1)The financial metric for PSP 23 is Relative Adjusted ROCE only.

Each year, the Human Resources and Compensation Committee of the Board ("HRCC"), advised by its independent compensation consultant and informed by feedback from stockholders, undertakes a rigorous review of our compensation programs. The HRCC believes that a substantial portion of our executive compensation should be equity-based and focused on rewarding long-term performance and that this approach more closely aligns the interests of our top executives with those of our stockholders (see page 64).

Compensation and Governance Practices

Through our robust process described under the heading "HRCC Annual Compensation Cycle" on page 75, the HRCC has adopted strong governance practices consistent with the market, some of which are summarized below.

‌Item 1: Election of Directors and Director Biographies‌

What am I Voting On?

What is the makeup of the Board of Directors and how often are the members elected?

Our Board currently has 13 members. Directors are elected at the annual stockholder meeting each year. Any vacancy on the Board created between annual stockholder meetings (if, for example, a current director resigns or the size of the Board is increased) may be filled by a majority vote of the remaining directors then in office. Any director appointed to fill a vacancy would hold office until the next election.

Under our Corporate Governance Guidelines, directors generally may not stand for reelection after they reach the age of 75.

What if a nominee is unable or unwilling to serve?

All director nominees have consented to serve. However, should a director become unable or unwilling to serve before the date of the Annual Meeting and should the Board not elect to reduce the size of the Board, shares represented by proxies may be voted for a substitute nominated by the Board.

How are directors compensated?

Please see our discussion of director compensation beginning on page 51.

How are nominees selected?

The Committee on Directors' Affairs regularly evaluates the size and composition of the Board and continually assesses that composition in relation to ConocoPhillips' strategic needs, which change as the business environment evolves. We seek director candidates who possess the highest personal and professional ethics, integrity and values and who are committed to representing the long-term interest of all ConocoPhillips stakeholders. As directors exit from the Board, whether planned or unplanned, the Committee on Directors' Affairs seeks to onboard new directors to backfill the needed skills and experience of the outgoing directors. When possible, for example in connection with a planned retirement,

we seek sufficient overlap in service to allow for the transfer of institutional knowledge and sharing of experiences.

The chart below shows our process for identifying and integrating new directors.

1. Board Composition Assessment

   Board assesses its current composition and identifies skills or characteristics needed to enhance its effectiveness, considering things like:

   • the company's strategy.

   • current director tenure.

   • established retirement age.

   • results of evaluations.

2. Candidate Sources

   Candidates suggested by:

   • non-employee directors.

   • stockholders.

   • outside search firms.

   • management.

3. Candidate Assessments

   Pool of candidates vetted based on:

   • qualifications.

   • leadership experience.

   • integrity, ethics and judgment.

   • independence.

   • competing obligations and potential conflicts.

   • mix of skills and experience already on the Board.

4. Committee

   Interviews

   Committee on Directors' Affairs interviews promising candidates and recommends nominees to the full Board.

5. Nomination Process

   Board nominates candidates for election at next annual meeting or elects new members to serve until stockholders vote at next annual meeting.

6. Director Orientation

   New directors undergo orientation and training.

7. Board

Self-Evaluation

Members of the Board provide self-evaluations and evaluations of the full Board and committees.

Our Corporate Governance Guidelines contain director independence standards consistent with the standards prescribed in the NYSE Listed Company Manual and provide that, at all times, at least a substantial majority of the Board must meet those standards. The Committee on Directors' Affairs also seeks to ensure that the Board reflects a range of talents, ages, skills, personal attributes and expertise - particularly in the areas of leadership and management, financial reporting, issues specific to oil and gas-related industries, both domestic and international markets, public policy and government regulation, technology, public company board service, human capital management, and environmental and sustainability matters - sufficient to provide sound and prudent guidance with respect to ConocoPhillips' strategic needs. The Board seeks to maintain a diversity of skills, backgrounds and experiences and also requires that its members be able to dedicate the time and resources necessary to ensure the diligent performance of their duties, including attending Board and applicable committee meetings. To that end, the Committee on Directors' Affairs considers the number of other boards on which each candidate already serves. Non-employee directors may not serve on more than four other boards of publicly traded companies in addition to the Board, and ConocoPhillips' Chief Executive Officer may not serve on the board of more than one other publicly traded company. Directors should seek approval from the Chair of the Board and the Chair of the Committee on Directors' Affairs in advance of accepting an invitation to serve on another public company board.

The following are some of the key qualifications and skills the Committee on Directors' Affairs considered in evaluating the director nominees. The chart on the next page shows how these qualifications and skills are distributed among our nominees. The individual biographies beginning on page 19 provide additional information about how each nominee's specific experiences, qualifications and skills align with and further the strategic direction of ConocoPhillips.

Nominee Skills Matrix

* As of April 1, 2026

Generally, the Committee on Directors' Affairs identifies candidates through business and organizational contacts of the directors and management, though third-party search firms occasionally assist as well. Stockholders are also welcome to recommend director candidates for consideration. If you wish to recommend a candidate for nomination to the Board, please follow the procedures described under "Submission of Future Stockholder Proposals and Nominations" on

page 122 for nominations made directly by a stockholder. Candidates recommended by stockholders are evaluated on the same basis as all other candidates.

At the 2025 Annual Meeting of Stockholders, 12 of the 13 current nominees for directors were elected. The Committee on Directors' Affairs recommended and the Board concurred in electing Ms. Kathleen A. McGinty to the Board on

July 1, 2025. Ms. McGinty was identified as part of the Committee on Directors' Affairs regular process for identifying potential director nominees. Ms. McGinty was identified through a third-party search firm.

What vote is required to approve this proposal?

Each nominee requires the affirmative vote of a majority of the votes cast at the Annual Meeting; the number of votes cast "for" a director must exceed the number of votes cast "against" that director. In a contested election (if the number of nominees exceeded the number of directors to be elected), directors would be elected by the vote of a plurality of the shares represented at the meeting and entitled to vote on the election of directors.

What if a Director Nominee does not receive a majority of the votes cast?

If a nominee who is serving as a director is not elected at the Annual Meeting and no one else is elected in place of that director, then, under Delaware law, the director continues to serve on the Board as a "holdover director." However, under our By-Laws, a holdover director is required to tender a resignation to the Board. The Committee on Directors' Affairs then would consider the resignation and recommend to the Board whether to accept or reject it or whether some other action should be taken. The Board would then make a decision, without participation by the holdover director. The Board is required to disclose publicly (by a news release, filing with the SEC or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind that decision within 90 days from the date the election results are certified.

‌Who are this year's Director Nominees?

The following 13 directors are standing for election to hold office until the 2027 Annual Meeting of Stockholders. Each of the director nominees is a current director. Committee membership is effective as of May 11, 2026.