OCCIDENTAL PETROLEUM CORP /DE/
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
View on SEC.govAbout this filing
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.
Dec 31, 2025 · Filed Mar 19, 2026
Contents
Director Compensation Program
The non-employee directors receive a combination of cash, in the form of an annual retainer payable on a monthly basis, and stock-based
compensation. Occidental does not provide option awards, non-equity incentive awards or retirement plans for non-employee directors.
The Independent Chairman of the Board and the committee chairs receive additional compensation for their service due to the increased
responsibilities that accompany these positions. Ms. Hollub does not receive any compensation for her service as a director.
The following table describes the components of the non-employee director compensation program for the 2025-2026 term:
| Compensation Element | Term Amount | |
|---|---|---|
| Annual Cash Retainer | $ | 125,000 for non-employee directors |
| $ | 155,000 for Chairman of the Board | |
| Annual Equity Award | $ | 225,000 for non-employee directors |
| $ | 405,000 for Chairman of the Board | |
| Board or Committee Meeting Fees | None | |
| Committee Chair Additional Annual Equity Award | $ | 25,000 for each committee chaired |
Annual Equity Award
The Board believes that director and shareholder interests should be aligned over the long term. In furtherance of this objective, the
majority of non-employee director compensation is equity-based compensation. Directors may elect to receive their annual equity award
in shares of common stock or in deferred common stock units.
Common Stock Award. Pursuant to the terms of the award, the director receives shares of common stock that are fully vested at grant
but subject to transfer restrictions. 50% of the shares may not be sold or transferred until the earlier of the third anniversary of the grant
date or the date of the director’s separation from service, and the remaining 50% may not be sold or transferred until the date of the
director’s separation from service; provided, however, that all of the shares become transferable in the event of certain change in
control events.
Deferred Stock Unit Award. Pursuant to the terms of the award, the director receives deferred stock units that are fully vested at grant but
subject to deferred settlement. Each deferred stock unit is equivalent to one share of common stock and payable in shares of common
stock upon the satisfaction of the deferral period. 50% of the deferred stock units are payable upon the earlier of the third anniversary
of the grant date or the date of the director’s separation from service, and the remaining 50% are payable on the date of the director’s
separation from service; provided, however, that all of the deferred stock units are payable in the event of certain change in control events.
All Other Compensation
Directors are eligible to participate in the Occidental Petroleum Corporation Matching Gift Program, which matches contributions made
by employees and directors to certain qualified, eligible charitable organizations. The limit for such matching contributions is $7,500.
Occidental also reimburses non-employee directors for expenses related to their Board service, including hotel, airfare, ground
transportation and meals.
Stock Ownership Guidelines
Each non-employee director is expected to beneficially own a number of shares of common stock or deferred stock units of Occidental
having a market price equal to at least six times the annual cash retainer for non-employee directors within five years of his or her election
to the Board. A director who does not meet the minimum ownership guideline may not sell any shares of Occidental common stock until
he or she meets the ownership guideline and would continue to meet the ownership guideline following any such sale. As of March 1,
2026, each of the non-employee directors was in compliance, or on track to comply, with these guidelines.
2026 Proxy Statement
33
Non-Employee Director Compensation
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.