OCCIDENTAL PETROLEUM CORP (OXY)
Sector: Energy
2026 Annual Meeting Analysis
OCCIDENTAL PETROLEUM CORP · Meeting: May 1, 2026
Directors FOR
2
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
The 3-year TSR trigger fires (OXY trailed the compensation peer group median by 66.7 percentage points, well above the 35-point threshold for a company with low-positive absolute returns), but the 5-year record shows OXY trailed peers by only 27.9 percentage points — below the 35-point threshold — indicating recent underperformance against a longer-term adequate track record, so the policy mitigant applies and the vote is FOR.
The 3-year TSR trigger fires for the same reason as other directors (OXY trailed peer median by 66.7 percentage points), but the 5-year relative performance gap of 27.9 percentage points falls below the applicable 35-point threshold, triggering the policy mitigant; the vote is FOR.
The 3-year TSR trigger fires (66.7-point gap versus the peer median, above the 35-point threshold), but the 5-year gap of 27.9 points is below the threshold, indicating the underperformance is a recent development within a longer adequate track record; the policy mitigant applies and the vote is FOR.
The 3-year TSR trigger fires (66.7-point gap versus the peer median, above the 35-point threshold), but the 5-year underperformance of 27.9 points is below the applicable 35-point threshold, so the policy mitigant applies and the vote is FOR.
As an executive director, Ms. Hollub is subject to the same TSR trigger as all other directors; the 3-year trigger fires but the 5-year mitigant applies (27.9-point gap below the 35-point threshold), so the vote is FOR — this determination is independent of the Say on Pay vote.
The 3-year TSR trigger fires (66.7-point gap, above the 35-point threshold), but the 5-year relative gap of 27.9 points is below the threshold; the policy mitigant applies and the vote is FOR.
The 3-year TSR trigger fires (66.7-point gap, above the 35-point threshold), but the 5-year relative gap of 27.9 points is below the threshold; the policy mitigant applies and the vote is FOR.
The 3-year TSR trigger fires (66.7-point gap, above the 35-point threshold), but the 5-year relative gap of 27.9 points is below the threshold; the policy mitigant applies and the vote is FOR.
For Analysis
Ms. O'Neill joined the board in 2023, giving her less than 24 months of tenure before the policy's new-director exemption period expires; she is exempt from the TSR underperformance trigger and no other adverse flags apply, so the vote is FOR.
Mr. Robinson joined the board in 2023, qualifying for the new-director exemption from the TSR underperformance trigger; no other adverse flags apply and his financial expertise (former SVP Audit and Controls at Exelon) is well-suited to his Audit Committee chair role, so the vote is FOR.
All ten director nominees receive a FOR vote. The 3-year TSR trigger fires for the eight longer-tenured directors (OXY trailed its compensation peer group median by 66.7 percentage points over three years, well above the 35-point threshold for a company with low-positive absolute returns), but for every one of those directors the 5-year mitigant applies — OXY's 5-year relative underperformance versus the peer median is only 27.9 percentage points, below the 35-point threshold, indicating the recent 3-year shortfall is a transient development against an otherwise adequate longer-term track record. The two newer directors (O'Neill and Robinson, both joined 2023) are exempt under the 24-month new-director rule. No overboarding, attendance, independence, or qualifications concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Vicki Hollub
Total Comp
$18,055,969
Prior Support
94.1%%
CEO Vicki Hollub received total compensation of approximately $18.1 million for 2025, which is within a reasonable range for a CEO of a large-cap integrated energy company of OXY's scale ($60 billion market cap); prior Say on Pay support has been very strong (94.1% in 2025, above 94% for all five of the last five years), signaling broad shareholder endorsement of the pay structure. The compensation program is heavily performance-based — 90% of the CEO's target pay is variable and at risk — with long-term incentive awards tied to rigorous three-year relative total shareholder return and absolute cash return on capital employed metrics, and a meaningful clawback policy is in place. The pay mix and governance features meet the policy's standards, no individual executive appears materially above benchmark thresholds based on available data, and the incentive structure uses clear, measurable multi-year performance conditions rather than easily manipulated short-term targets.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy does not disclose KPMG's tenure or a complete fee table in the excerpted text, so per policy the tenure trigger cannot fire and the vote defaults to FOR; KPMG is a Big 4 firm fully adequate for a large-cap energy company of OXY's size and complexity, and no material restatement concerns were identified.
Overall Assessment
The 2026 OXY annual meeting features three standard proposals: director elections, Say on Pay, and auditor ratification. All proposals receive a FOR vote — the TSR underperformance trigger fires for eight of ten directors based on a 66.7-point 3-year gap versus the compensation peer group median, but the 5-year mitigant applies in every case (27.9-point 5-year gap is below the 35-point threshold), reflecting a recent-period shortfall within an otherwise adequate longer-term track record, and the compensation program's strong pay-for-performance structure and high prior shareholder support support a FOR on Say on Pay.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing