OCCIDENTAL PETROLEUM CORP /DE/
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
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Dec 31, 2025 · Filed Mar 19, 2026
Contents
Elements of the Compensation Program
Elements of the 2025 Compensation Program
Salary
The Compensation Committee believes that base salary should reward executives on a market-competitive basis forconsistent, superior
performance of job requirementsand the achievement of short-term objectives. Salaries are evaluated by the Compensation Committee
annually and as circumstances warrant. In determining base salary levels, the Compensation Committee reviews compensation surveys,
publicly available peer company data, internal pay equity, individual responsibilities and performance assessments.
In connection with its annual review, the Compensation Committee approved increases in the base salaries for NEOs reflective of each
executive’s scope of responsibilities and prior year performance and to remain competitive in attracting and retaining top executive talent.
| NEO | 2024 Salary | 2025 Salary | Percentage Increase |
|---|---|---|---|
| Vicki Hollub | $1,575,000 | $1,600,000 | 1.6% |
| Sunil Mathew | $750,000 | $810,000 | 8.0% |
| Richard A. Jackson(1) | $795,000 | $925,000 | 16.4% |
| Kenneth Dillon | $795,000 | $840,000 | 5.7% |
| Jeff F. Simmons | $720,000 | $755,000 | 4.9% |
(1)Effective February 12, 2025, Mr. Jackson’s base salary was increased by $45,000 to $840,000, representing a 5.7% increase. Then, effective on or about
October 1, 2025, Mr. Jackson’s base salary was increased by $85,000 to $925,000 in connection with his promotion to the position of Chief Operating Officer.
Base salary represented, on average, 12.5% of the 2025 compensation packages of the NEOs, based on compensation as reported in the
Summary Compensation Table on page 49.
Annual Cash Incentive
The ACI award is intended to motivate executives to achieve superior company and individual performance over a one-year period. In the
first quarter of each plan year, the Compensation Committee approves individual target award amounts for each executive officer based on
a review of compensation surveys, publicly available peer company data, the executive’s prior-year award value, retention considerations,
the balance of short- and long-term pay and internal pay equity. The amounts earned by each NEO under the ACI award for 2025, which
were paid in the first quarter of 2026, are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary
Compensation Table on page 49, as further described below.
Setting the ACI Award Target. In February 2025, in connection with its annual review, the Compensation Committee approved slight
increases for the ACI award targets for Ms. Hollub and Messrs. Dillon and Jackson and moderate increases for the ACI award targets for
Messrs. Mathew and Simmons to align with market practices. All approved increases were also supported by strong 2024 performance.
Then, in October 2025, the Compensation Committee, in consultation with Meridian, determined to further increase Mr. Jackson’s ACI
award target in connection with his promotion to Chief Operating Officer in light of publicly available peer company and other market data.
| NEO | Target 2024 ACI Award | Target 2025 ACI Award | Percentage Increase |
|---|---|---|---|
| Vicki Hollub | $2,520,000 | $2,560,000 | 1.6% |
| Sunil Mathew | $700,000 | $810,000 | 15.7% |
| Richard A. Jackson(1) | $825,000 | $925,000 | 12.1% |
| Kenneth Dillon | $825,000 | $840,000 | 1.8% |
| Jeff F. Simmons | $700,000 | $800,000 | 14.3% |
(1)In February 2025, Mr. Jackson’s target ACI award opportunity was set at $840,000, an increase of $15,000 from 2024, representing a 1.8% increase. Then,
effective on or about October 1, 2025, Mr. Jackson’s target ACI award opportunity was increased by $85,000 to $925,000 in connection with his promotion to the
position of Chief Operating Officer.
Structure of the ACI Award. Potential payouts under the ACI award range from 0% to 200% of the target award amount, based on actual
company performance, and may be adjusted upward or downward by up to 25% based on individual NEO performance. No such individual
adjustments were made for 2025.
Weighting the Metrics. The Compensation Committee annually reviews all facets of the ACI award, with an aim to incentivize the NEOs to
excel in areas that are aligned with Occidental’s business objectives. For the 2025 ACI award, the Compensation Committee approved
metrics related to the company’s total spend per barrel and free cash flow before working capital as well as strategy/innovation and
sustainability goals. The Compensation Committee set target performance goals for each metric that it believed were rigorous based on
Occidental’s detailed capital program and business plan, projections from the strategic planning team and business unit heads, prior-year
results and third-party forecasts relating to future market conditions and other external market factors.
Review and Final Determination. After determining the structure of the ACI award, at each regular meeting, Compensation Committee
members receive updates regarding and review progress toward each target performance goal and, following the performance period,
carefully analyze annual performance to inform the Compensation Committee’s payout determination.
2025 Annual Cash Incentive Award
2025 ACI Award Results. For the 2025 ACI awards, the award payout was determined by the company performance described in this
section. Although the 2025 ACI program permitted the increase or decrease of the ACI award payout by up to 25% based on individual
performance, the Compensation Committee did not make any such adjustments. Thus, for the 2025 ACI awards, all of the NEOs were paid
at 125% of target based on the company performance noted below.
| Performance Levels(1) | |||||||
|---|---|---|---|---|---|---|---|
| Weight | PotentialPayoutRange | PerformanceMetric | Threshold50% Payout | Target100% Payout | Maximum 200% Payout | Result as of12/31/2025 | WeightedScore |
| KEY CORPORATE OBJECTIVES · Financial | |||||||
| 0% - 70% | Total Spend per Barrel(2) | $30.74 | $29.00 | $27.26 | $28.21 | 50% | |
| 0% - 70% | Free Cash Flowbefore Working Capital(3) | $2.9B | $3.8B to $4.1B | $5.6B | $4.28B | 40% | |
| Strategic / Innovation | |||||||
| 0% - 30% | Technology /AI Applications | Improve Unconventional Reservoir Recovery and Project Inventory►Prove 2 advanced recovery technologies through lab testing, modeling and/or field pilots►Complete field development plans for 2 multi-year EOR projects, supporting EOR growth into unconventional assets►Deploy 3 advanced completions and well spacing technologies to improve well performance and cost efficiency | Above Target(4) | 20% | |||
| AI Advancement►Develop and deploy at least 10 AI applications that realize >$10 MM each of annual value impact to our business through either efficiency gains and/or improved performance►Develop AI tools for improved reservoir characterization that enable better well results (with success to be measured by comparisons of predictive and actual well results) | |||||||
| 0% - 10% | Low Carbon Ventures | Advance Carbon Management Platform►Achieve STRATOS commercial operation►Advance the efficiency and effectiveness of Carbon Engineering’s (CE) direct air capture (DAC) technology►1 TX-LA sequestration hub achieves Class VI certification | At Target(5) | 5% | |||
| Sustainability | |||||||
| 0% - 20% | Emissions Reduction Projects | Reduce Emissions►Deploy at least 5 emissions reduction projects or operational changes that reduce direct GHG or other air emissions ►Implement at least 3 actions that reduce indirect energy use GHG emissions or advance low carbon intensity energy technologies ►Deploy proven emissions detection technologies and increase the frequency of emissions surveys or measurements to accelerate the identification and mitigation of air emission sources | At Target(6) | 10% | |||
| TOTAL PAYOUT: | 125% | ||||||
70%
20%
10%
2026 Proxy Statement
43
(1)No payouts are made in respect of a financial performance goal under the ACI award unless the applicable threshold performance level for such performance goal
is achieved.
(2)“Total Spend per Barrel” (TSPB) applies to continuing operations and equals the sum of SG&A, OPEX and CAPEX, divided by MMboe. For purposes of
the ACI award, “SG&A” or “selling, general and administrative expenses” means total SG&A and other operating and non-operating expenses for the company,
prior to any accrual for the 2025 ACI award; “OPEX” or “operating expenses” means total upstream oil and gas lease operating expenses; “CAPEX” or
“capital expenditures” means total capital investment for the company; and “MMboe” means total million “Boe,” or barrels of oil equivalent, produced in the year.
(3)Free Cash Flow before Working Capital is defined as cash flows from operations before changes in working capital less capital expenditures (net of contributions
from non-controlling interest).
(4)The Compensation Committee decided that the target metrics for technology/AI applications were met above target, with the rationale summarized below:
►Occidental progressed at least five advanced recovery methods through lab testing, modeling and/or field pilots across its U.S. Onshore assets in 2025.
These methods improved well performance and recovery by reenergizing the reservoir, reducing interfacial tension and/or altering the wettability of the
formation. Demonstration projects executed in 2025 spanned multiple fields across the Permian and DJ Basins with additional methods pending execution
at year-end.
►Occidental deployed multiple completions technologies to improve well performance and cost efficiency. These technologies are designed to enable
improvements through more efficient operations and enhanced data collection. Technologies allow for multiple wells completions at once, continuous pumping,
automated completions or enhanced data collection through various vendor products. These technologies were utilized across five frac cores and multiple
fields within the Permian Basin throughout 2025.
►Occidental continued efforts to strengthen its portfolio of execution-ready Unconventional EOR projects by completing development plans for multi-year
injection projects. Additionally, Occidental created the EOR Ventures organization to accelerate the development and deployment of this long-term
growth opportunity.
►In 2025, Occidental developed 20 AI projects that each range from $10-$90 million in estimated annual benefit. At year-end, 14 of these projects had been
deployed, four were in the piloting phase, and two remained under development.
►In 2025, Occidental developed several new AI tools for reservoir characterization that improve our subsurface understanding. These tools have been
incorporated into traditional geoscience platforms for business application. Blind testing of results has confirmed that predictive results are improved.
(5)The Compensation Committee also determined that the target metrics for low carbon ventures were met at target, with the rationale summarized below:
►In 2025, Occidental commissioned the STRATOS wet loop and added chemical to commence CO 2 capture. It also progressed central processing and calciner
commissioning with an initial calciner burner testing.
►Occidental achieved pilot-scale success in multiple next-generation technologies designed to reduce the equipment, materials and energy required for CE’s
DAC technology, proceeding with incorporation into the CE Innovation Center demonstration plant. Such advancements are expected to enable operational
footprint and cost reductions.
►Occidental obtained Class VI sequestration permits and authorization to inject from the U.S. EPA in 2025 for the Brown Pelican sequestration facility
associated with STRATOS.
(6)The Compensation Committee also determined that the target metrics for emission reduction projects were met at target, with the rationale summarized below:
►Occidental implemented more than 10 emissions reduction projects in 2025 involving hundreds of facilities and wells and thousands of pieces of equipment
across our oil and gas operations, including facility consolidations to remove compressors, tanks and other equipment; upgrades of vapor recovery systems;
implementation of compressor emission controls; additional fuel gas metering; continuing removal or conversion of gas-driven pneumatic devices; ongoing
field and equipment electrification; and expansion of takeaway capacity in Oman to reduce flaring.
►Occidental entered into three power purchase agreements for renewable energy in Texas; installed solar canopies at parking lots in Oman’s residential camps;
and continued to advance low-carbon technologies with partners, including demonstration projects using TerraLithium’s patented direct lithium extraction
process from geothermal brine.
►Occidental implemented multiple complementary methane detection technologies in 2025, including voluntary leak detection and repair surveys, flare
destruction and removal efficiency testing, and an increased frequency and coverage of aerial methane surveys using aircraft or drones to further accelerate
and validate our Find It/Fix It program.
Long-Term Incentive Program
The majority of NEO compensation is determined by Occidental’s long-term performance. The LTI awards are intended to motivate and
incentivize executives to achieve results (including stock price performance) that are consistent with Occidental’s strategic business
objectives. The Compensation Committee believes that long-term incentive compensation should represent the largest portion of each
NEO’s total compensation package and that the levels of payout ultimately achieved should reflect Occidental’s performance, both relative
to peer company performance and on an absolute basis. During the process of determining the NEOs’ LTI compensation packages for
2025, the Compensation Committee evaluated many factors, including:
►Alignment of executive officer pay to achieving long-term growth in shareholder value;
►Linkage of any above-target payouts to superior performance and absolute returns;
►Shareholder feedback regarding long-term compensation metrics;
►Competitiveness with the compensation programs of peer companies;
►Impact of commodity prices on Occidental’s stock price and financial performance; and
►Allocation of total compensation between long-term and short-term components.
2025 Long-Term Incentive Program. The 2025 LTI program consisted of two PSU awards (one based on Occidental’s relative and
absolute TSR and the other based on absolute CROCE performance) and a time-based RSU award as follows:
30%
CROCE Award
40%
RSU Award
30%
TSR Award
Forfeiture and change in control provisions applicable to the awards are discussed in more detail in the Potential Payments upon
Termination or Change in Control table and the accompanying footnotes beginning on page 56.
Setting the LTI Award Target. In February 2025, in connection with its annual review, the Compensation Committee approved modest
increases for the LTI award targets for NEOs.
| NEO | Target 2024 LTI Award | Target 2025 LTI Award | Percentage Increase |
|---|---|---|---|
| Vicki Hollub | $11,800,000 | $12,250,000 | 3.8% |
| Sunil Mathew | $3,200,000 | $3,300,000 | 3.1% |
| Richard A. Jackson(1) | $3,600,000 | $3,700,000 | 2.8% |
| Kenneth Dillon | $3,600,000 | $3,700,000 | 2.8% |
| Jeff F. Simmons | $3,100,000 | $3,200,000 | 3.2% |
(1)Excludes the one-time grant of RSUs valued at $1,500,000 in connection with Mr. Jackson’s promotion to the position of Chief Operating Officer, which is
discussed in more detail below.
Total Shareholder Return (TSR) Award. The Compensation Committee believes that the comparison of Occidental’s three-year TSR to
peer companies’ TSR over the same period is an objective external measure of Occidental’s effectiveness in translating its results into
shareholder returns. TSR is the change in price of a share of common stock plus reinvested dividends, over a specified period of time, and
is an indicator of management’s achievement of long-term growth in shareholder value. Payout of the TSR award is based on Occidental’s
three-year TSR as compared to the three-year TSR of the performance peers identified on page 40. The TSR award is denominated in
PSUs, each of which is equivalent to one share of common stock. The percentage of target PSUs that will be payable at the end of the
three-year performance period, which began January 1, 2025 and ends December 31, 2027, will depend on Occidental’s relative and
absolute TSR performance.
If Occidental’s absolute TSR is negative over the performance period, then, irrespective of Occidental’s ranking within the peer group, the
payout of the TSR award is capped at no more than target. A table illustrating the potential payout of the TSR award based on relative and
absolute TSR performance is set forth below:
| TSR Ranking | % of Target PSUs Earned |
|---|---|
| #1 | 200% |
| #2 | 180% |
| Between #2 and #8 | Linearly interpolated between 25% and 180% |
| #8 | 25% |
| #9 | 0% |
| For payout above 100%, Occidental’s absolute TSR must be positive. | |
2026 Proxy Statement
45
An example of the interpolation calculation if Occidental ranked fourth among its TSR performance peers with respect to the 2025 TSR
awards is as follows:
| TSR Ranking | Formula Points | Company | Standing | % of Target PSUs Earned |
|---|---|---|---|---|
| #1 | AAA | 22.50% | 200% | |
| #2 | B | BBB | 20.00% | 180% |
| #3 | CCC | 17.50% | Linearly interpolated between25% and 180% | |
| #4 | OXY | 15.00% | ||
| #5 | DDD | 12.50% | ||
| #6 | EEE | 10.00% | ||
| #7 | FFF | 7.50% | ||
| #8 | A | GGG | 5.00% | 25% |
| #9 | HHH | 2.50% | 0% | |
| Interpolation Formula = 25% + [(180% - 25%) x ((OXY TSRI – A) / (B – A))] Interpolation Formula = 25% + [155% x ((15% - 5%) / (20% - 5%))] | ||||
| Example Interpolation Payout Result = 128.3% | ||||
The cap on the TSR award payout if absolute TSR performance over the performance period is negative is intended to reinforce the
pay-for-performance nature of the compensation program. Cumulative dividend equivalents will be paid in cash at the end of the
three-year performance period and will be paid only on the number of PSUs earned.
No Payout of 2023 TSR Awards. No amounts were earned under the 2023 TSR awards, which had a performance period that ended on
December 31, 2025 and were structured similarly to the 2025 TSR awards described above.
Cash Return on Capital Employed (CROCE) Award. The CROCE award is designed to focus executives on the efficient use of capital
by promoting discipline in capital allocation decisions. CROCE is a transparent measure of how efficiently Occidental uses its capital and is
calculated from Occidental’s audited financial statements with no adjustments for special items. The Compensation Committee aims to set
the CROCE performance targets at a challenging level for each performance period based on our capital program, multi-year business
plan and strategy, projections from our strategic planning teams, historical results and third-party forecasts relating to future market
conditions. The CROCE award is denominated in PSUs, each of which is equivalent to one share of common stock. The percentage of
target PSUs that become payable at the end of the applicable three-year performance period depends on Occidental’s absolute CROCE
during the performance period. A table illustrating the potential payout of the 2025 CROCE award based on three-year CROCE
performance is set forth below:
| CROCE Performance Targets(1) | % of Target PSUs Earned(2) |
|---|---|
| CROCE of ≥ 21% | 200% |
| CROCE of 19% | 100% |
| CROCE of 17% | 25% |
| CROCE < 17% | 0% |
(1)See page 73 for the formula to calculate CROCE.
(2)Payout percentages for CROCE values between 17% and 21% to be determined using linear interpolation between 25% and 200% of target, with a target payout at
a CROCE of 19%.
Our CROCE performance targets were set at a slightly lower level for the 2025 CROCE award compared to the 2024 CROCE award to
reflect operating and financial plans that incorporated expectations, based on both internal and third-party projections and analyses, for a
less favorable commodity price environment over the three-year performance period of the 2025 CROCE award as compared to the prior
performance period; considering these factors, the Compensation Committee believes that the 2025 CROCE award performance targets
were set at a rigorous level for value creation and were at least as challenging as those for the 2024 CROCE award.
Payout of 2023 CROCE Awards. For the 2023 CROCE award, which had a performance period that ended on December 31, 2025,
Occidental achieved a three-year CROCE of approximately 21.1% as of the end of the performance period, which exceeded the target
performance level of such CROCE award. Thus, the Compensation Committee approved a payout result of 104.6%.
Restricted Stock Unit (RSU) Award. The 2025 RSU award vests ratably over three years with one-third vesting on each of February 28,
2026,2027 and 2028, subject to continued employment.
In addition, in connection with Mr. Jackson’s promotion to the position of Chief Operating Officer during October 2025, the Compensation
Committee approved a one-time RSU award to Mr. Jackson valued at $1,500,000 following consultation with Meridian and review of
pertinent information, including market compensation data, to align with market practices and increase his alignment with shareholders.
The RSU award vests in equal annual installments over a three-year period subject to Mr. Jackson’s continued service through the
applicable vesting dates.
Each RSU is equivalent to one share of common stock, and payment for a vested RSU award will be made solely in shares of common
stock. The shares of stock ultimately received by the NEO pursuant to the RSU award are subject to a two-year post-vesting holding
period. Dividend equivalents are accrued and paid out upon vesting.
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