Independent
Tenure on this board
9.9 yrs
Also a director at
Kbr Inc (KBR)
10 nominees · 3 ballot items.
Elect ten directors to serve until the 2027 annual meeting; advisory approval of named executive officer compensation (Say-on-Pay); and ratification of KPMG LLP as Occidental’s independent auditor for 2026.
Elect the ten directors named in the proxy statement to serve until the 2027 Annual Meeting.
Advisory (non-binding) vote to approve the compensation of Occidental’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
This advisory proposal asks shareholders to approve, on a non-binding basis, the company’s 2025 named executive officer (NEO) compensation as described in the Compensation Discussion and Analysis and related tables. Management seeks approval to validate its pay-for-performance framework, which it characterizes as heavily performance‑based (90% at‑risk for the CEO, ~84% for other NEOs) and comprised of short-term annual cash incentives and long‑term performance share units tied to both relative TSR and absolute CROCE plus time‑vested RSUs. The proposal is motivated by the Board’s objective to align executive incentives with operational and financial outcomes, capital discipline, and long‑term shareholder value while responding to investor feedback (for example, using free cash flow before working capital in the 2025 ACI and maintaining sustainability metrics). The Board frames the program as including governance safeguards—clawbacks, stock ownership guidelines with holding periods, anti‑hedging, double‑trigger change‑in‑control provisions, and independent committee oversight—to mitigate excessive risk‑taking. Historically, Occidental’s say‑on‑pay votes have received strong shareholder support (>94% over the last five years), which management cites as evidence of alignment; the Compensation Committee also used shareholder input to refine metrics and disclosures. Because the vote is advisory and not binding, management emphasizes that results will guide the Compensation Committee’s future decisions rather than automatically altering pay arrangements. Key contextual considerations include Occidental’s operational performance in 2025 (record production, free cash flow before working capital of $4.3 billion, significant debt reduction and portfolio changes including the OxyChem divestiture) and the compensation peer and performance peer group design (TSR peer comparisons and CROCE absolute targets). In evaluating the merits, an analyst should weigh the strength of the pay‑for‑performance link, the calibration and potential overlap of metrics across short‑ and long‑term plans, recent shareholder engagement history and outcomes, and the company’s demonstrated financial results that underpin the Board’s rationale for support. The Board recommends a vote FOR because it believes the program supports long‑term value creation and preserves effective incentives and risk controls.
Ratify the Audit Committee’s selection of KPMG LLP as Occidental’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BERKSHIRE HATHAWAY INC | 26.6% | 264,941,431 | $17.2B |
| 2 | DODGE COX | 7.4% | 74,085,572 | $4.8B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.8% | 47,412,976 | $3.1B |
| 4 | STATE STREET CORP | 4.4% | 43,270,797 | $2.8B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.6% | 36,185,199 | $2.4B |
| 6 | BlackRock, Inc. | 2.3% | 22,580,954 | $1.5B |
| 7 | GQG Partners LLC | 1.8% | 18,311,639 | $1.2B |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.7% | 17,063,341 | $1.1B |
| 9 | BlackRock, Inc. | 1.5% | 14,531,147 | $945M |
| 10 | H International Investment, LLC | 1.0% | 10,261,500 | $667M |
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