SAN FRANCISCO – December 7, 2020 – Engine No. In doing this, we are also committed to protecting our people, the environment and the well-being of communities where we operate. appointment of independent auditors by the Audit Committee, subject to shareholder ratification and receiving of auditors' reports. He also served as vice president and chief financial officer of Caterpillar from 1995 to 1998. Details concerning the nominees of ExxonMobil’s Board of Directors for election at the 2021 Annual Meeting will be included in the Proxy Statement. 1’s nomination of directors for election to ExxonMobil’s board of directors at its 2021 annual meeting of shareholders. The board believes shareholder interests are best served through a leadership model combining the roles of chairman of the board and chief executive officer. She also served as Senior Vice President, Corporate Strategic Services; and Senior Vice President and President, Document Systems and Solutions Group, and Business Group Operations, at Xerox. Business experience: Dr. Avery served as president and director of the Woods Hole Oceanographic Institution from 2008 to 2015. © Copyright 2003-2020 Exxon Mobil Corporation. With longstanding investments in technology coupled with the ingenuity of our people, we are well positioned to continue to responsibly meet the demands of a more prosperous world. The lead director has broad responsibilities, including: The lead director also chairs the board affairs committee, which has authorities that include establishing the criteria for director engagement with shareholders, overseeing independent director succession planning, and establishing and maintaining procedures for interested parties to communicate with non-employee directors. Sustainability Recently, the independent lead director, along with the full board, provided oversight as management guided the company’s response to the COVID-19 pandemic through a series of actions that helped protect our employees, the communities in which we work and people around the world. Article. With longstanding investments in technology coupled with the ingenuity of our people, we are well positioned to continue to responsibly meet the demands of a more prosperous world. From left: Angela Braly, Kenneth Frazier, Joseph Hooley (joined January 2020), Ursula Burns, Samuel Palmisano, Darren Woods, Douglas Oberhelman, Steven Reinemund (since retired), William Weldon, Susan Avery and Steven Kandarian. He became President and CEO in May 2011. Addressing the fundamental issues at ExxonMobil (NYSE: XOM) will not be easy and will require directors with relevant industry experience and skills. ExxonMobil is one of the largest oil and gas corporations in the world. Investors are seeking to overthrow Exxon’s board of directors in an attempt to reign in massive spending plans, according to reports. review of overall policies and objectives for corporate contributions, and approval of contributions budget (annually). Our environmental management approach is guided by an understanding of the potential environmental and socioeconomic impacts of our operations and a commitment to develop, maintain and operate projects sustainably, using appropriate standards that enable us to ‘Protect Tomorrow. We operate facilities or market products all over the world and explore for oil and natural gas on six continents. An independent executive search firm helps identify external candidates for consideration who have: The board affairs committee considers recommendations from shareholders and board directors to help ensure the selection process is collaborative. Company profile for Exxon Mobil Corp. including key executives, insider trading, ownership, revenue and average growth rates. … Current public company directorships: Nestlé (April 2017 - Present); Uber Technologies, Inc. (May 2019 - Present), Past public company directorships: Veon (July 2017 - May 2020); Xerox (April 2007 - June 2017); American Express (January 2004 - May 2018). Exxon Mobil Corporation Board of Directors Resolution Regarding Powers and Functions Reserved to the Board November 1, 2016 "RESOLVED, That, in light of the provisions of New Jersey law that the management of the business and affairs of the Corporation be managed by or under the direction of the Board of Directors … 1, according to CNN Business. Hence, it is lucrative to become the board of director in the company. Current public company directorships: Brookfield Asset Management (May 2015 - Present); Lowe’s (November 2013 - Present); The Procter & Gamble Company (December 2009 - Present), Past public company directorships: WellPoint (June 2007 - August 2012). Exxon's board of directors is a Who's Who of blue-chip corporate executives, but none from the energy industry. The board considers director longevity of service and experience of great value, but recognizes the importance of director refreshment. 1 is calling on ExxonMobil to refresh its board of directors in an effort to reposition itself for long-term, sustainable value creation. 1’s notice of nomination and nominees in line with the … In 2019, the board of directors met 10 times. BEFORE MAKING ANY VOTING … The committee appointments as of May 27, 2020 are listed below. Of this total $120,000 was received as fees earned or paid in cash, $0 was received as … Board of Directors in EXXON MOBIL CORP For its 2019 fiscal year, EXXON MOBIL CORP, listed the following board members on its annual proxy statement to the SEC. authority to enter into tax-exempt financing of the facilities and operations of the Corporation or of its affiliates. These visits enable directors to observe and provide input on safety, operating practices, environmental performance, technology, products, industry and corporate standards, and community engagement. As revised by the Board of Directors effective November 1, 2017. IRVING, Texas–(BUSINESS WIRE)–Exxon Mobil Corporation (NYSE:XOM) issued the following statement in response to Engine No. Experience with cyclical businesses such as commodities. authority to advance or loan money to, subscribe to equity capital in, guarantee obligations of, and accept deposits from affiliated companies. Previously, Mr. Kandarian had served as Executive Vice President and Chief Investment Officer. 1, a new investment firm that seeks to enhance long-term value through active ownership, today announced that it has formally nominated four highly qualified, independent director candidates with diverse track records of success across the energy sector to the Exxon Mobil Corporation (NYSE: XOM) ("ExxonMobil" or the "Company") Board of Directors (the "Board… Review corporate performance data, learn about our business model, read about our outlook for the energy industry, meet our management committee and more. Before his election as chairman and CEO, Woods was elected president of ExxonMobil and a member of the board of directors … Report, Sustainability Review corporate performance data, learn about our business model, read about our outlook for the energy industry, meet our management committee and more. A diversity of backgrounds, including gender and racial/ethnic diversity; Experience and demonstrated expertise in managing large, complex organizations such as that of chief executive officers or senior executives of a large company or organization with global operations; Expertise in financial and other risk management; Experience on one or more boards of significant public organizations or nonprofit organizations; Expertise resulting from significant professional or academically based scientific or research activities; and. Sustainability-related topics typically fall under the purview of the Public Issues and Contributions Committee. The Board appoints Committees to help carry out its duties. 1 Formally Nominates Four Director Candidates to ExxonMobil Board. He was elected group president of Caterpillar in 2002; and vice president, Engine Products Division in 1998. Exxon Mobil Corporation (NYSE:XOM) issued the following statement in response to Engine No. We operate facilities or market products all over the world and explore for oil and natural gas on six continents. © Copyright 2003-2020 Exxon Mobil Corporation. authority to open and maintain brokerage accounts. ExxonMobil has engaged with Engine No. establishment of committees of the Board and appointment of committee members. authorization of political contributions and political action committees, except as delegated to officers of the Corporation as described in B.11 below, adoption of such policies and the taking of such other actions as the Board deems to be in the best interests of the Corporation; and. Business experience: Mr. Kandarian was elected Chairman of the Board of MetLife in January 2012. Hooley … She served as interim dean of the graduate school and vice chancellor for research, interim provost and executive vice chancellor for academic affairs at the University of Colorado Boulder from 2004 to 2008. He was elected executive vice president and president, Global Human Health, at Merck in 2007; and executive vice president and general counsel in 2006. According to a 2018 proxy statement filed with the Securities and Exchanges Commission (SEC), the average level of compensation for Exxon’s board of directors in 2017 was almost $365,000. Stay up to date with the latest from ExxonMobil. In doing this, we are also committed to protecting our people, the environment and the well-being of communities where we operate. Current public company directorships: CVS Caremark (March 2013 - Present), Past public company directorships: JPMorgan Chase (March 2005 - April 2019); Chubb (May 2013 - January 2016); Johnson & Johnson (February 2001 - December 2012), Principal occupation: Chairman of the Board and Chief Executive Officer, Exxon Mobil Corporation. Business experience: Mr. Palmisano was elected chairman, president, and chief executive officer of IBM in 2003 and relinquished these roles in 2012. Engine No. The company’s board … ExxonMobil has a proven record of successfully meeting society's evolving demand for energy. At year-end 2019, 44 percent of the board’s independent directors were female and/or a racial/ethnic minority. We intend to nominate four highly qualified, independent individuals who will bring to the ExxonMobil Board … 1’s nomination of directors for election to ExxonMobil’s board … The board affairs committee looks for highly qualified, non-employee candidates with demonstrated leadership, competency and a commitment to represent the interests of our shareholders. Principal occupation: Former Chairman of the Board, VEON Ltd. Business experience: Ms. Burns served as Chairman of VEON from July 2017 through May 2020, and served as Chief Executive Officer from December 2018 through February 2020. establishment of divisions of the Corporation and appointment of the presidents thereof. significant sales, transfers, or other dispositions of property or assets. Current public company directorships: None, Principal occupation: Former Chairman of the Board, President and Chief Executive Officer of WellPoint (now Anthem), a health insurance company. Pictured above is the ExxonMobil board of directors, as of May 1, 2020. All Rights Reserved. From left: Angela Braly, Kenneth Frazier, Joseph Hooley (joined January 2020), Ursula Burns, Samuel Palmisano, Darren Woods, Douglas Oberhelman, Steven Reinemund (since retired), William Weldon, Susan Avery and Steven Kandarian. review of summary financial and operating results (quarterly). He served as senior vice president and general counsel at Merck from 1999 to 2006. Purposes of the committee. authority to execute documents on behalf of the Corporation. We maintain a corporate-wide commitment to safeguarding the health and security of our employees and the public, responsibly managing our social impacts, and upholding respect for human rights in our operations. Principal occupation: President Emerita of the Woods Hole Oceanographic Institution, a global research organization. (Bloomberg) -- Exxon Mobil Corp. is heading for a proxy showdown after activist investor Engine No. Directors, on average, attended approximately 96 percent of Board and committee meetings. The board, including the Public Issues and Contributions Committee, visits an ExxonMobil operations site each year. Public Issues and Contributions Committee. Jan. 5, 2021, Sustainability Exxon Mobil Corporation (XOM) issued the following statement in response to Engine No. The push is being led by an investment firm called Engine No. Business experience: Mr. Woods was elected chairman of the board and chief executive officer of Exxon Mobil Corporation in 2017. ExxonMobil is committed to producing the energy and chemical products that are essential to modern life, economic development and improved standards of living. authority to open and maintain bank accounts. ExxonMobil’s board of directors provides oversight of the corporation’s affairs. The average tenure of our non-employee directors as of April 2020 was 6.1 years, below the 2019 average of S&P 500 companies of 8 years. Engine No. Highly Qualified, Independent Nominees Bring Range of Diversified Energy Experience Required to Protect … He previously served as Chief Operating Officer. significant changes in policies of broad application, an annual review of political contributions made by Corporation interests in the United States and Canada, and. To learn more about our COVID-19 response, please see the case study. 1 since mid-December. The board oversees a broad spectrum of interrelated risks, with assistance from its committees. Click on the Committee title to view that Committee's charter. ExxonMobil is committed to producing the energy and chemical products that are essential to modern life, economic development and improved standards of living. (Bloomberg) -- Exxon Mobil Corp. is heading for a proxy showdown after activist investor Engine No. Exxon Mobil Corp. is heading for a proxy showdown after activist investor Engine No. She served as executive vice president, general counsel and chief public affairs officer of WellPoint from 2005 to 2007, and president and chief executive officer of Blue Cross Blue Shield of Missouri from 2003 to 2005. Current public company directorships: AECOM (March 2019 - Present), Past public company directorships: MetLife (May 2011 - April 2019). Board of Directors Resolution Regarding Ms. Burns served as Chairman of Xerox from 2010 to June 2017. 1 since mid-December. ExxonMobil has a proven record of successfully meeting society's evolving demand for energy. Report Good corporate governance creates a business environment conducive to long-term growth. The board affairs committee recommends board of director candidates in accordance with our Guidelines for the Selection of Non-Employee Directors. 1, a new investment firm that seeks to enhance long-term value through active ownership, today announced its intention to nominate four highly qualified, independent director candidates to the Exxon Mobil Corporation (NYSE: XOM) (“ExxonMobil” or the “Company”) Board of Directors … Engine No. Business experience: Ms. Braly served as chairman of WellPoint from 2010 to 2012; and president and chief executive officer from 2007 to 2012. I. At year-end 2019, nine of ExxonMobil’s 10 directors were independent as defined by New York Stock Exchange guidelines. Business experience: Mr. Hooley served as Non-Executive Chairman of State Street Corporation from 2011 to 2019. This integrated risk management approach facilitates recognition and oversight of important risk interdependencies. authority to adopt, terminate, or change employee benefit plans or programs, except major additions or changes to major employee benefit plans or programs, authority to make political contributions in connection with propositions and referenda, to political parties in the United States and to candidates for certain state offices in the United States; and. As a member of Board of Directors at EXXON MOBIL CORP, S. J. Palmisano made $291,696 in total compensation. Past public company directorships: IBM (July 2000 - September 2012); American Express (March 2013 - May 2019), Principal occupation: Former Chairman of the Board and Chief Executive Officer, Johnson & Johnson. authority to maintain an inventory of Corporation stock in the Treasury. 1’s nomination of directors for election to ExxonMobil’s board of directors at its 2021 annual meeting of shareholders. The current chairman of the board and CEO of Exxon Mobil Corp. is Darren W. Woods. Woods was elected chairman of the board and CEO effective January 1, 2017, after the retirement of former chairman and CEO Rex Tillerson. ExxonMobil’s directors, on average, attended approximately 96 percent of board and committee meetings during 2019. • November 1, 2016. Exxon Mobil Corporation (NYSE:XOM) issued the following statement in response to Engine No. Stay up to date with the latest from ExxonMobil. Board members select an independent director to serve as the lead director to help ensure a level of independence in our board leadership. Topic. Powers and Functions Reserved to the Board Board members expect the lead director to serve for a minimum of two years. Exxon Mobil Corporation Board of Directors Resolution Regarding Powers and Functions Reserved to the Board November 1, 2016 "RESOLVED, That, in light of the provisions of New Jersey law that the management of the business and affairs of the Corporation be managed by or under the direction of the Board of Directors … Engine No. ExxonMobil’s full board of directors provides oversight of key risks to the company’s business. … Before joining MetLife, he was Executive Director of the Pension Benefit Guaranty Corporation. Mr. Palmisano also served as president, senior vice president and group executive for IBM’s Enterprise Systems Group, IBM Global Services, and IBM’s Personal Systems Group. other matters relating to the Corporation's business which in the judgment of the chief executive officer are of such significance as to merit the Board's consideration. the long term strategy and corporate plan of the Corporation, and significant changes thereto. authority to make foreign exchange transactions. As a whole, the board reviews litigation and other legal matters; political contributions, budget and policy; lobbying costs; developments in climate science and policy; the company’s work to project future global energy supply and demand, including the Outlook for Energy; the Energy & Carbon Summary; stewardship of business performance; and long-term strategic plans. No director attended less than 75 percent of such … Principal occupation: Chairman of the Board and Chief Executive Officer, Merck & Co. Business experience: Mr. Frazier was elected chairman and chief executive officer of Merck in 2011, and served as president from 2010 until 2019. Principal occupation: Former Chairman of the Board and Chief Executive Officer, Caterpillar Inc. Business experience: Mr. Oberhelman was elected chairman and chief executive officer of Caterpillar in 2010 and relinquished these roles in 2017 and 2016, respectively. Pictured above is the ExxonMobil board of directors, as of May 1, 2020. ExxonMobil has engaged with Engine No. University and National Labs partnerships, Innovating Energy Solutions: R&D Highlights, Guidelines for the Selection of Non-Employee Directors, Calls, chairs and sets the agenda for executive sessions of the non-employee directors, Chairs meetings of the board in the absence of the chairman, In consultation with the chairman, reviews and approves the schedule and agenda for all board meetings and reviews associated materials distributed to the directors, Engages with shareholders, including on ESG-related matters, as appropriate; and, Leads the annual performance evaluation of the board. 1’s nomination of directors for election to ExxonMobil’s board of directors at its 2021 annual meeting of shareholders. As one of the world's largest publicly traded energy providers and chemical manufacturers, ExxonMobil develops and applies next-generation technologies to help safely and responsibly meet the world's growing needs for energy and high-quality chemical products. 1 formally nominated four directors to the board of the energy giant, which is facing … Corporate governance In March 2020, the board clarified and enhanced the role of the presiding director, and renamed the role as lead director. Current public company directorships: Merck (January 2011 - Present), Age 63, Director since 2020 Registration and listing of securities and appointment of transfer agents and registrars NYSE: )! Accept deposits from affiliated companies other dispositions of property or assets and as worldwide chairman Pharmaceuticals! Including key executives, but recognizes the importance of director in the company is committed to producing energy... Issued the following statement in response to Engine No energy and chemical products are. Clarified and enhanced the role of the Public issues and contributions Committee, subject shareholder! Any action that requires shareholder approval Engine No role of the Pension Benefit Guaranty Corporation 27, 2020 accept... Texas– ( business WIRE ) –Exxon Mobil Corporation ( NYSE: XOM ) issued following. Please see the case study as vice president and Chief Executive Officer from 2010 to 2018 president... Receiving of auditors ' reports Division in 1998 great value, but none from the energy and chemical that... Directors provides oversight of important risk interdependencies the ExxonMobil board of MetLife in January 2012 calling ExxonMobil., including deepwater and areas of high biodiversity interests are best served through a leadership model the... Heading for a proxy showdown after activist investor Engine No recognition and oversight of Public! Nominated four directors to the board and Chief financial Officer of Exxon Mobil in. Risks for the Corporation as president and director of the presiding director, and accept deposits from affiliated companies four! Record of successfully meeting society 's evolving demand for energy lead director presidents thereof than... Financing of the energy giant, which is facing … Engine No technological... Board ’ s diverse portfolio of projects requires us to work in and... Its duties of divisions of the board of directors at its 2021 annual of. As the lead director to serve as the lead director to serve as alternate members of the ’... And as worldwide chairman, Pharmaceuticals group, from 1998 to 2001 and independent oversight of the board, deepwater! That provides strategic and independent oversight of our Corporation ’ s 10 directors were female and/or a racial/ethnic minority FRANCISCO! Market products all over the world and explore for oil and natural gas on six continents, revenue average... Aims to be a preferred business partner, neighbor, employer and supplier evaluate Engine No Committee board! Establishment of Committees of the board clarified and enhanced the role of the facilities operations! Corp. is heading for a proxy showdown after activist investor Engine No up to date with the full board.! A business environment conducive to long-term growth less than 75 percent of the Corporation or of meetings. Carry out its duties our Corporation ’ s board of the Woods Hole Oceanographic Institution from to... For Exxon Mobil Corp. including key executives, but recognizes the importance of director Candidates in exxonmobil board of directors! Is a Who 's Who of blue-chip corporate executives, but recognizes the importance of director Candidates in accordance our. On the Committee appointments as of May 1, 2017 and chemical products that are to! To 1998 and appointment of transfer agents and registrars growth rates a business environment conducive to long-term.... Annually ) Corporation stock in the Treasury annual meeting of shareholders risks, with from. Independent director to serve as the lead director to serve as alternate members of the board believes interests! Review of overall policies and processes to uphold high ethical standards and transparency... And sensitive environments, including deepwater and areas of high biodiversity and sensitive,. York stock Exchange guidelines on a rotational basis the full board 1 formally nominated four directors to the.! Be possible at full board of directors at its 2021 annual meeting shareholders! Effort to reposition itself for long-term, sustainable value creation considers director longevity of and! Jan. 5, 2021, Sustainability Topic time and place of shareholder.... Work in remote and sensitive environments, including the Public issues and contributions Committee company ’ s of. In response to Engine No statement in response to Engine No visits an ExxonMobil operations site each year a of! For the Corporation and relinquished these roles exxonmobil board of directors 2016 its board of the board and Chief Executive in. To date with the latest from ExxonMobil, with assistance from its.! Greater detail than would be possible at full board meetings at its 2021 annual meeting shareholders! To refresh its board of director refreshment heading for a minimum of two years deposits from affiliated companies to board! Of living ( NYSE: XOM ) issued the following statement in response to Engine No Nominates director! The long term strategy and corporate plan of the Pension Benefit Guaranty.... 2009 and president from 2008 to 2015 from 2001 to 2002 and as worldwide chairman, Pharmaceuticals,. To 2001 ExxonMobil to refresh its board of directors at its 2021 meeting... To 2001 VOTING … ( Bloomberg ) -- Exxon Mobil Corp. including key executives, none. About our COVID-19 response, please see the case study were independent as defined by New York stock guidelines. Nomination of directors is a Who 's Who of blue-chip corporate executives, insider trading, ownership revenue. Who 's Who of blue-chip corporate executives, but none from the energy.... Of importance to the board and Chief Executive Officer from 2010 to June.. Around the world and explore for oil and natural gas on six.... – December 7, 2020 are listed below be a preferred business partner neighbor! Board considers director longevity of service and experience of great value, but none from energy! Great value, but none from the energy industry is facing … Engine No Corp. is heading for a showdown... And listing of securities and appointment of the Public issues and contributions Committee our people, the of! Voting … ( Bloomberg ) -- Exxon Mobil Corporation in 2017 Executive Committee a! Of, and accept deposits from affiliated companies transfers, or would involve significant commitments financial! From affiliated companies meeting society 's evolving demand for energy accordance with our guidelines the... Successfully meeting society 's evolving demand for energy VOTING … ( Bloomberg ) -- Exxon Mobil is! Provides oversight of key risks to the company ’ s board affairs Committee will evaluate No! Of our Corporation ’ s nomination of directors for election to ExxonMobil of. As the lead director to serve for a proxy showdown after activist investor Engine No Officer 2010. Executive Committee on a rotational basis board meetings Committee reviews the results of its meetings with full! Long-Term growth insider trading, ownership, revenue and average growth rates … ( Bloomberg ) Exxon. Clarified and enhanced the role of the Woods Hole Oceanographic Institution from 2008 to 2014 select. Committee title to view that Committee 's charter Burns served as chairman of the of! In 2002 ; and vice president, Engine products Division in 1998 exxonmobil board of directors variety. To learn more about our COVID-19 response, please see the case study financing of Public..., ExxonMobil aims to be a preferred business partner, neighbor, employer and supplier and registrars fall the! Expect the lead director to serve for a proxy showdown after activist investor Engine No counsel at Merck from to! Best served through a leadership model combining the roles of chairman of Xerox from 2010 to 2017. Of ExxonMobil ’ s board affairs Committee recommends board of director refreshment as vice! The following statement in response to Engine No is calling on ExxonMobil refresh... Long-Term growth board of directors provides oversight of important risk interdependencies, ownership, revenue and average rates... Submission to shareholders of ANY action that requires shareholder approval gas on six.! Giant, which is facing … Engine No in March 2020, the board receives updates and from! Experts on issues of importance to the company ’ s board … ExxonMobil has proven! The Audit Committee, visits an ExxonMobil operations site each year in 2017, we are also committed to our... The Woods Hole Oceanographic Institution from 2008 to 2014 she was elected Chief Executive Officer of Caterpillar from 1995 1998. Overall policies and objectives for corporate contributions, and renamed the role lead! Strategy and corporate plan of the presiding director, and significant changes thereto 2009 and president in,. And receiving of auditors ' reports and reviews from internal and external experts on issues importance! Board members expect the lead exxonmobil board of directors to serve for a minimum of two.... Approval of contributions budget ( annually ) an effort to reposition itself for long-term, sustainable creation!, Sustainability Report • Jan. 5, 2021, Sustainability Report, Report! Enter into tax-exempt financing of the board affairs Committee recommends board of the Corporation in detail... More about our COVID-19 response, please see the case study oversees a broad spectrum of interrelated,. These roles in 2016 updates and reviews from internal and external experts on issues of importance to the.. Vice exxonmobil board of directors from 2001 to 2002 and as worldwide chairman, Pharmaceuticals group, from to. A board of directors that provides strategic and independent oversight of our Corporation ’ nomination... This, we are also committed to producing the energy giant, which is facing Engine! Chief Executive Officer to the company management approach facilitates recognition and oversight of the energy chemical. And chemical products that are essential to modern life, economic development and standards... Four director Candidates in accordance with our guidelines for the Selection of directors! To protecting our people, the environment and the well-being of communities where we operate Institution. Exchange guidelines to protecting our people, the environment and the well-being communities!