Sector: Energy
CONOCOPHILLIPS · Meeting: May 12, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of 13 Directors
Director since 2022 (within 24-month exemption period has passed but TSR trigger does not fire — COP's 3-year return of 54.1% is strong positive and underperforms XLE by only 10.9pp, well below the 65pp threshold); brings relevant energy sector CEO experience and no overboarding or attendance concerns.
Director since September 2024, within the 24-month new-director exemption window, so the TSR trigger does not apply; holds three other public company board seats (Carnival, Otis, Zebra), which is within the four-seat limit for non-executive directors.
Long-tenured director since 2013 with no current U.S. public company board seats listed, no overboarding concern; TSR trigger does not fire as COP's 3-year outperformance gap versus XLE is only -10.9pp, far below the 65pp threshold for strong-positive absolute TSR.
Director since 2018 with two other public company board seats, within limits; TSR trigger does not fire given only -10.9pp gap versus XLE benchmark against a 65pp threshold for COP's strong-positive 3-year return.
CEO and Chairman since 2012 serving on one outside public company board (Freeport-McMoRan), which is within the one-seat limit for a sitting CEO; TSR trigger does not fire as the -10.9pp gap versus XLE is far below the 65pp threshold applicable to COP's strong-positive 3-year return.
Director since January 2021, transitioned to non-employee director in September 2025; holds one outside public company board seat (Halliburton), within limits; TSR trigger does not fire given the -10.9pp gap versus XLE is well below the 65pp threshold.
Director since July 2025, well within the 24-month new-director exemption from the TSR trigger; brings sustainability and regulatory expertise relevant to ConocoPhillips' business.
Director since October 2018 with no current U.S. public company board seats listed; TSR trigger does not fire given the -10.9pp gap versus XLE is far below the 65pp threshold for strong-positive TSR; each director attended at least 75% of meetings per the proxy.
Director since July 2017 with no current U.S. public company board seats listed; TSR trigger does not fire; brings relevant technology and data analytics expertise to the board.
Director since January 2015 with one outside public company board seat (Liberty Energy), within limits; chairs the Audit and Finance Committee with deep energy-sector financial expertise; TSR trigger does not fire.
Lead Director since 2010 with one outside public company board seat (PNC Financial), within limits; strong financial reporting background from nine years at Ernst & Young and CEO tenure at Lowe's; TSR trigger does not fire.
Director since March 2020 with two outside public company board seats (Mosaic, Newmont), within limits; relevant engineering and global operations CEO experience; TSR trigger does not fire.
Director since March 2020 with no current U.S. public company board seats listed; brings directly relevant oil and gas industry CEO experience from Anadarko; TSR trigger does not fire.
All 13 director nominees receive a FOR vote. COP's 3-year price return of 54.1% is strongly positive, and its underperformance versus the XLE sector ETF benchmark of only 10.9 percentage points is well below the 65pp threshold required to trigger a vote against directors under the strong-positive TSR tier. No director exceeds the overboarding limits, no attendance concerns are disclosed, and all audit committee members have appropriate financial expertise. Kathleen McGinty and Nelda Connors are within the 24-month new-director exemption window.
CEO
R.M. Lance
Total Comp
$23,450,085
Prior Support
N/A
CEO Ryan Lance received total compensation of approximately $23.5 million in 2025, which is within a reasonable range for the CEO of a large-cap integrated energy company of COP's size and complexity ($162 billion market cap). The proxy describes a compensation program that is heavily weighted toward performance-based pay — including the Performance Share Program and annual cash incentives tied to operational and financial metrics — consistent with the policy requirement that at least 50-60% of pay be variable. ConocoPhillips delivered strong 2025 results including $8 billion in earnings, $9 billion returned to shareholders, and successful Marathon Oil integration, and the stock has returned 54.1% over three years, supporting the conclusion that above-benchmark incentive pay was earned; the company also maintains a robust clawback policy and strong governance practices.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young is a Big 4 firm appropriate for a $162 billion market cap company; auditor fee data was not extractable from the truncated filing text provided, so no fee-ratio trigger can be confirmed; tenure is not disclosed in the available filing text so the tenure trigger cannot fire per policy; defaulting to FOR in the absence of confirmed disqualifying data.
1 proposal submitted by shareholders
Proposal 4
This proposal asks the board to separate the roles of Chairman and CEO — a legitimate governance topic, but one that received only about 25% shareholder support when it last appeared on the ballot in 2023, which is well below the level signaling a real investor concern. During 2025 engagement covering roughly 80% of the institutional investor base, a majority of shareholders expressed no concern about the current combined structure. ConocoPhillips already has a well-defined, empowered independent Lead Director with broad authority including presiding over executive sessions, approving agendas, and evaluating the CEO, which substantially addresses the independence concern that typically drives support for this type of proposal.
The 2026 ConocoPhillips annual meeting ballot covers four proposals: election of 13 directors (all FOR), ratification of Ernst & Young as auditor (FOR), an advisory vote on executive compensation (FOR), and a stockholder proposal to separate the Chairman and CEO roles (AGAINST). COP's strong operational performance, returns-focused compensation structure, well-governed board with an empowered Lead Director, and low prior shareholder support for the chairman separation proposal support these determinations across the ballot.
