Independent
Tenure on this board
3.7 yrs
Also a director at
Commercial Metals Co (CMC)
13 nominees · 4 ballot items.
Election of 13 directors; Ratification of Ernst & Young LLP as independent auditor; Advisory approval of named executive officers’ compensation (‘Say on Pay’); Stockholder proposal to require an independent Board chairman (proponent: National Legal and Policy Center).
Elect 13 nominees to one-year terms on the Board.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as ConocoPhillips’ independent registered public accounting firm for fiscal year 2026.
This management proposal asks shareholders to ratify the Audit and Finance Committee’s selection of Ernst & Young LLP as ConocoPhillips’ independent registered public accounting firm for 2026. Management seeks shareholder approval as a routine governance practice to confirm the committee’s appointment and to provide oversight and legitimacy to the firm’s engagement. The proposal is routine and supported by the Audit Committee based on evaluations of EY’s independence, experience, communications, responsiveness, and the firm’s audit and non-audit services; the committee concluded EY’s continued retention is in the best interest of the company and shareholders. The board recommends a vote FOR to maintain continuity of auditing services, leverage audit firm familiarity with the company’s financial reporting and controls, and preserve the committee’s ability to oversee audit quality. The Audit Committee’s review included consideration of fees, independence, lead partner rotation, and pre-approval policies for non-audit services.
Advisory vote to approve the compensation of ConocoPhillips’ named executive officers as disclosed in the proxy statement.
This non-binding management proposal asks shareholders to approve the compensation programs for ConocoPhillips’ named executive officers as described in the proxy statement. Management seeks endorsement to validate its pay-for-performance structure—comprised of base salary, annual VCIP, performance-based PSP awards and ERSUP grants—designed to align executive pay with the company’s returns-focused strategy. The Human Resources and Compensation Committee (HRCC) oversees program design, benchmarking and metrics (HSE, operational, financial—absolute and relative Adjusted ROCE—and strategic milestones) and used stockholder feedback to refine targets and disclosures. The board recommends FOR, citing strong governance practices (clawbacks, anti-hedging, stock ownership guidelines), robust committee oversight, and alignment of pay to multi-year performance; the vote is advisory and will be considered in future compensation decisions.
Request that the Board adopt a policy to separate the roles of Chairman and CEO and, when possible, have an independent Chair (proponent: National Legal and Policy Center).
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.53% | 79,539,856 | $10.5B |
| 2 | STATE STREET CORP | 5.62% | 68,474,720 | $9.0B |
| 3 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.73% | 45,478,112 | $6.0B |
| 4 | BlackRock, Inc. | 3.12% | 37,973,993 | $5.0B |
| 5 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.11% | 37,911,432 | $5.0B |
| 6 | Capital International Investors | 2.55% | 31,115,547 | $4.1B |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.33% | 28,326,674 | $3.7B |
| 8 | BlackRock, Inc. | 2.04% | 24,881,699 | $3.3B |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.02% | 24,633,537 | $3.2B |
| 10 | EAGLE CAPITAL MANAGEMENT LLC | 1.55% | 18,910,677 | $2.5B |
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