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
Proxy Statement Summary
This section highlights certain important information presented in this proxy statement and is intended to assist you in
evaluating the matters to be voted on at the meeting. We encourage you to read the proxy statement in its entirety
before you cast your vote. For more information regarding Occidental’s 2025 performance, please review Occidental’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the Annual Report).
Agenda Items and Voting Recommendations
Election of DirectorsThe Corporate Governance and Nominating Committee recommended to the Board, and the Board approved, the nomination of the 10 persons whose biographies appear on pages 14-18 to serve for a one-year term ending at the 2027 Annual Meeting of Shareholders (2027 Annual Meeting), but in any event, until his or her successor is elected and qualified, unless ended earlier due to his or her death, resignation, disqualification or removal from office.
Advisory Vote to Approve Named Executive Officer CompensationThe executive compensation program for the named executive officers (NEOs) includes many best-practice features that are intended to enhance the alignment of compensation with the interests of Occidental’s shareholders. The executive compensation program is described in the Compensation Discussion and Analysis (CD&A) section beginning on page 35 of this proxy statement.
Ratification of Selection of KPMG as Occidental’s Independent AuditorThe Audit Committee has selected KPMG LLP as Occidental’s independent auditor to audit the consolidated financial statements of Occidental and its consolidated subsidiaries for the year ending December 31, 2026. As a matter of good corporate governance, the Board submits the selection of the independent auditor to our shareholders for ratification.
Director Nominees and Composition Highlights
Our Board’s director nominees bring varying perspectives to the boardroom by virtue of their diverse backgrounds and experiences,
qualifications, skills and tenures on the Board. To better convey the well-roundedness of our Board’s director nominees, we have included
a skills matrix on page 19 that identifies the core competencies of each of our Board’s director nominees that contributed to his or her
nomination to the Board.
| JACK B. MOOREFormer President and Chief Executive Officer, Cameron InternationalChairman Since:2022Director Since:2016Committee Membership: | VICKY A. BAILEYFormer Assistant Secretary, Domestic Policy and International Affairs, U.S. Department of EnergyPresident, Anderson Stratton International, LLCDirector Since:2022Committee Membership: | ANDREW GOULDFormer Chairman and Chief Executive Officer, SchlumbergerDirector Since:2020Committee Membership: | CARLOS M. GUTIERREZFormer U.S. Secretary of CommerceCo-Founder, Former Executive Chairman and CEO, EmPath, Inc.Director Since:2009Committee Membership: | ||
|---|---|---|---|---|---|
| VICKI HOLLUBPresident and Chief Executive Officer, OccidentalDirector Since:2015 | WILLIAM R. KLESSEFormer Chief Executive Officer and Chairman of the Board, Valero EnergyDirector Since:2013Committee Membership: | CLAIRE O’NEILLFormer Member of Parliament and Minister for Energy and Clean Growth (UK Govt)Director Since:2023Committee Membership: | AVEDICK B. POLADIANFormer Executive Vice President and Chief Operating Officer, Lowe EnterprisesDirector Since:2008Committee Membership: | ||
| BOARD COMMITTEES: | |||||
| Audit | |||||
| KENNETH B. ROBINSONFormer Senior Vice President of Audit and Controls, Exelon CorporationDirector Since:2023Committee Membership: | ROBERT M. SHEARERFormer Managing Director, BlackRock Advisors, LLCDirector Since:2019Committee Membership: | Corporate Governance and Nominating | |||
| Environmental, Health and Safety | |||||
| Executive Compensation | |||||
| Sustainability and Shareholder Engagement | |||||
| ● | Chair | ||||
| ● | Member | ||||
2026 Proxy Statement
9
INDEPENDENCE
TENURE
10 years
0-5 years
9 of 10
Nominees are
Independent
Average
8.9 years
6-10 years
| Occidental’s governance policies require that independent directors comprise at least two-thirds of the members of the Board (a policy that exceeds New York Stock Exchange (NYSE) requirements). The Board has affirmatively determined that each of our Board’s director nominees, other than Ms. Hollub, is independent under NYSE standards. | The average tenure of our Board’s non-employee director nominees is approximately 8.9 years, which we believe reflects a balance of company experience and new perspectives. |
Corporate Governance Highlights
| RELATING TO THE BOARD►Independent Chairman of the Board►Annual elections of the entire Board by a majority of votes cast (for uncontested elections)►Demonstrated commitment to Board refreshment►Tenure policy that seeks to maintain an average tenure of 10 years or less for non-employee directors►Board committees composed entirely of independent directors►Meaningful director stock ownership guidelines (6x annual cash retainer) with holding requirement►Annual evaluations of the Board, each committee and individual directors►One meeting dedicated to strategy discussions every year with an expanded management group, in addition to ongoing strategy oversight | RELATING TO SHAREHOLDER RIGHTS►Ability of shareholders to call a special meeting at a 15% threshold►Ability of shareholders to propose an action by written consent at a 15% threshold►Shareholder right to proxy access (3% for 3 years, up to 20% of the Board)(1)►Confidential Voting Policy►Nominating Policy to consider properly submitted shareholder-recommended director nominees►No supermajority voting requirements►Active independent director participation in and oversight of the shareholder engagement program |
(1)For more information, see “Corporate Governance—Director Selection and Recruitment—Proxy Access for Shareholder-Nominated Director Candidates”
on page 24.
Executive Compensation Program Summary
The Compensation Committee strives to maintain a competitive compensation program that will attract, retain and motivate outstanding
executives by providing incentives to reward them for superior performance that supports Occidental’s long-term strategic objectives,
across the commodity price cycle.
The primary elements of our executive compensation program consist of base salary, an annual cash incentive (ACI) award and long-term
incentive (LTI) awards. Our CEO’s compensation is heavily weighted toward long-term incentive awards, of which 60% were conditioned
on Occidental’s three-year relative total shareholder return (TSR) and absolute cash return on capital employed (CROCE) performance.
Allocation of Direct Compensation Elements
A substantial majority of named executive officer (NEO) compensation is dependent on performance.90% of Ms. Hollub’s (and an average
of 84% of the other NEOs’) target direct compensation opportunity is variable, or at risk. The ultimate value of at-risk compensation is
primarily dependent on company performance outcomes and Occidental’s stock price performance.
CEO TARGET DIRECT COMPENSATION MIX(1)
Base
Salary
ACI
Award
RSU
Award
TSR
Award
CROCE
Award
Fixed
Variable / At Risk
Cash
Stock Awards
(1)Target direct compensation is composed of base salary, target ACI award opportunity, and the target value of LTI awards.
Performance-Driven ACI Award Program
10% Sustainability
►Maintained sustainability metrics to promote near-term execution of Occidental’s sustainability strategy►Restructured this component to focus on emissions reduction efforts; aligned Low Carbon Ventures efforts (5%) with our Strategic / Innovation goals
70% Financial
►Maintained substantial weighting in support of strong near-term financial performance ►Replaced CROCE metric with free cash flow before working capital for the 2025 ACI award in response to shareholder and other stakeholder feedback regarding the recent use of CROCE as a metric for both the ACI and LTI awards
ACI Award
Program
Highlights
20% Strategic / Innovation
►Added strategy and innovation metrics to emphasize annual strategic and technological goals important to Occidental without reducing the weighting of the financial metrics ►Comprised of performance metrics to improve unconventional reservoir recovery and project inventory, support the development/deployment of AI applications and advance Occidental’s carbon management platform
2026 Proxy Statement
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Highlights of Executive Compensation Program
Policies and Practices
The 2025 executive compensation program for the NEOs includes many best-practice features that are intended to enhance thealignment
of compensation with the interests of Occidental’s shareholders.
WHAT WE DO✓Pay for Performance.✓Listen to Shareholder Feedback.✓Clawback in the Event of Misconduct.✓Emphasize Stock Ownership With Ownership Guidelines and Holding Requirements.✓Monitor Compensation Program for Risk.✓Use Double-Trigger Equity Vesting for Equity Awards.✓Use Relative and Absolute Performance Measures for Equity Awards.
WHAT WE DON’T DO✗No Dividend Equivalents on Unvested Performance Awards.✗No Hedging or Derivative Transactions of Company Equity Securities.✗No Golden Parachute Payments.✗No Repricing of Stock Options.
Say-on-Pay Vote
At the 2021, 2022, 2023, 2024 and 2025 annual meetings, Occidental’s Say-on-Pay (SOP) vote received support from greater than 94% of the total votes cast—with support at approximately 97% for four of those five meetings. The Compensation Committee views these results as a strong endorsement by shareholders of the current structure of the company’s executive compensation program. Through shareholder engagement, shareholders and other stakeholders have continued to express support for having a significant portion of CEO and other NEO compensation be variable, or at risk, and for enhancements to our proxy statement disclosure on compensation-related matters. Such feedback prompted disclosure of the threshold and maximum targets for the 2025 ACI award financial metrics.Given the strong level of support shown, the Compensation Committee did not make any changes to the 2025 compensation program in specific response to the SOP vote. The Compensation Committee values shareholder feedback and, equipped with such feedback, will strive to continue to enhance alignment of executive compensation with the interests of Occidental’s shareholders.
>94%
Shareholder Support for SOPOver Past 5 Years
Shareholder Engagement
Occidental is committed to regular and transparent communication and engagement with its shareholders and other stakeholders.
| In 2025, we engaged with shareholders representing >60%of our outstanding shares** Based on average shares outstanding in 2025. | HOW WE ENGAGED WITH OURSHAREHOLDERS:►We proactively engage with our largest shareholders throughout the year, including broad-based engagements in the fall/winter to discuss governance, environmental, sustainability, social and other matters, and in advance of the annual meeting to discuss agenda items and any other topics of interest.►We regularly conduct roadshows targeting engagement with specific investors and participate in industry conferences to engage with a broad group of investors.►We also engage with investors through virtual and in-person meetings, phone calls and emails.►We periodically meet with investor advocacy groups, including shareholder proponents, to better understand their areas of focus and expectations.►We regularly report our shareholders’ views to the Board and respond to feedback.►Independent directors participated in several of our engagement meetings.►The Board’s Sustainability and Shareholder Engagement Committee oversees our shareholder engagement program and provides an avenue for shareholder feedback to be communicated directly to the Board. | TOPICS DISCUSSEDWITH OUR SHAREHOLDERS:►OxyChem divestiture►Cash flow and shareholder return priorities, including deleveraging►Capital spending and activity levels►Oil and gas inventory depth, well performance and operational differentiation►Midstream outlook ►STRATOS progress and DAC economics►OLCV updates and cash flow potential►Portfolio optimization►Geopolitical and regulatory risks►Board oversight of the company’s strategy and risk►Board composition and refreshment►Design and structure of our executive compensation program►Climate, sustainability and human capital matters |
|---|
Meaningful Dialogue with Shareholders. Occidental uses engagement with shareholders, as well as other stakeholders, to have
meaningful dialogue on governance, sustainability and other matters. During our recent series of off-season engagements in the fall/winter,
we discussed a range of governance-related items, including Board oversight of risk and strategy.
We also continued to discuss climate and sustainability matters, including updates on STRATOS, our direct air capture facility in the
Permian Basin, as well as our sustainability practices and reporting. These conversations give us a better understanding of shareholder
and stakeholder interests and have helped inform our sustainability strategy and enhance climate-related disclosures.
2026 Proxy Statement
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