Independent
Tenure on this board
5.1 yrs
9 nominees · 3 ballot items.
Election of nine directors; Ratification of KPMG LLP as independent auditor for 2026; Advisory (non-binding) vote to approve named executive officer compensation.
Elect nine director nominees named in the proxy statement, each for a one-year term.
Ratify the appointment of KPMG LLP as the independent registered public accounting firm for 2026.
Non-binding advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement (say-on-pay).
Proposal 3 is a non-binding advisory vote (say-on-pay) asking stockholders to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement. Management and the Compensation Committee support the proposal, recommending a vote FOR, arguing that the 2025 compensation program is substantially performance-based, with a majority of long-term incentives tied to performance metrics (TSR absolute and relative to the XOP Index) and with annual incentives tied to adjusted EBITDAX, free cash flow, sustainability and synergy metrics. The board highlights stockholder outreach and prior favorable say-on-pay results, and states the advisory vote will be considered in future compensation decisions. A vote against would be non-binding but could prompt engagement and potential adjustments to executive pay practices. The proposal raises governance considerations about pay-for-performance alignment, use of TSR metrics, retention awards, and discretion in annual bonus payouts; a sophisticated evaluation should weigh the program’s heavy performance orientation, retention awards granted in 2025, and alignment of sustainability metrics with long-term strategy.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.55% | 8,479,574 | $587M |
| 2 | CANADA PENSION PLAN INVESTMENT BOARD | 7.89% | 7,006,895 | $485M |
| 3 | Gimbel Daniel Scott | 6.92% | 6,148,821 | $426M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.91% | 5,247,255 | $363M |
| 5 | Sourcerock Group LLC | 5.12% | 4,545,993 | $315M |
| 6 | STATE STREET CORP | 4.46% | 3,958,935 | $274M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 4.45% | 3,954,116 | $274M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 4.19% | 3,716,180 | $257M |
| 9 | AMERICAN CENTURY COMPANIES INC | 3.65% | 3,243,605 | $225M |
| 10 | BlackRock, Inc. | 2.68% | 2,383,935 | $165M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.