CONOCOPHILLIPS
For the period ended May 12, 2026. Filed Mar 30, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 12, 2026 · Filed Mar 30, 2026
Contents
2025 Compensation Program Structure
Executive Overview
2025 Compensation Program Structure
Each year the HRCC, advised by its independent compensation consultant and informed by feedback from stockholders, undertakes a rigorous process to establish and review executive compensation. The HRCC believes a substantial portion of our executive compensation should be equity-based and focused on rewarding long-term performance and furthermore, that this approach most closely aligns the interests of our top executives with those of our stockholders.
The four primary elements of our executive compensation program are designed to provide a target total value for compensation that is competitive with our peers and attracts and retains the talented executives necessary to manage a large and complex company like ConocoPhillips. The following chart summarizes the principal components of our executive compensation program and the performance drivers of each element.
(1)
The financial metric for PSP 23 is Relative Adjusted ROCE only.
64 ConocoPhillips
2025 Short-Term Incentive (VCIP) Payout
The HRCC carefully considered the final results of the metrics and, based on multiple reviews, approved a payout that reflected the degree of difficulty in achieving the results against the aggressive targets that were established. No individual performance adjustments were made for the NEOs. The following is a summary of the key items considered and deliberated. For additional details, refer topages 82 –87.
| Metric and Weighting · · · Highlights · · · Payout · | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| | | HSE 20% weighting | | | • Achieved best safety performance in the last decade. • Fewer serious incidents compared to prior year. • Top-quartile Total Recordable Rate (TRR) performance among our peers. • Fewer process safety events compared to prior year. | | | 170% | | |
| | | Operational 30% weighting | | | • Outperformed targets for production, capital expenditures and operating and overhead costs. • Achieved almost all operational milestones. • Successfully integrated Marathon Oil and captured over $1 billion run-rate synergies. | | | 160% | | |
| | | Financial(Absolute and Relative Adjusted ROCE)*30% weighting | | | • Achieved target absolute Adjusted ROCE of 10.0%; 100% payout per matrix (50% weighted). • Finished 4th (55th percentile) relative to performance peers; 113% payout per matrix (56% weighted). | | | 106% | | |
| | | Strategic Milestones 20% weighting | | | • Advanced $1 billion cost reduction and margin enhancement initiative. • Completed $3.2 billion of dispositions, exceeding target. • Advanced commercial LNG strategy and achieved 10 MTPA of offtake portfolio. • Achieved target emission intensity reduction. • Maintained strong sustainability performance by identifying risks and developing action plans. | | | 180% | | |
| 2025 VCIP Weighted Payout | | | | | | 150% of target | | |||
2026 Proxy Statement 65
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