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Exxon Mobil Corporation |
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Kerrie-Anne Lanigan |
22777 Springwoods Village Pkwy |
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Director, Investor Relations |
Spring, TX 77389 |
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May 10, 2024 |
Re: Supplemental Information Related to Item 3 Advisory Vote to Approve Executive Compensation
Dear Investor,
The 2024 Proxy Statement outlines
ExxonMobils executive compensation program, which ties compensation to long-term shareholder value creation and success in a lower-emissions future, and 2023 pay decisions.
At time of filing, 2023 data for compensation benchmark companies was not yet available. The following charts, included on page 61 of the CD&A, have been
updated for the most recent 1- and 10-year time periods. This also updates all other references to ExxonMobils rank percentile in the CD&A.
The strength of the program design is demonstrated across dynamic market conditions and complex business environment; highly performance based, tied to
business and individual performance, and resulting in a greater degree of volatility versus compensation programs of benchmark companies.
2023 CEO Total
Direct Compensation is down 10 percent versus 2022, reflective of reduced earnings and lower stock price. 78 percent of Total Direct Compensation is delivered in the form of performance shares $103.11 at 2023 grant, down from
$110.84 at 2022 grant. Performance shares have uniquely long restriction periods, 50% vests in 5 years and 50% in 10 years from grant date with no acceleration at time of retirement.
In assessing the appropriateness of pay levels, the Compensation Committee considers scale and complexity, along with strong business results across all
performance dimensions. ExxonMobil remains the largest across benchmark companies, as illustrated on page 57 of the CD&A. That said, while 1-year Total Direct Compensation is at the 97th percentile of compensation benchmark companies, down from the 100th percentile in 2022, 10-year Realized
and Unrealized Pay is at the 46th percentile, as demonstrated below.
Combined 10-year Realized and Unrealized Pay normalizes for different award types and restriction periods. The relative position on 10-year Realized Pay further underscores the impact
of long restriction periods, the longest across all industries. For more information on the design of the long-term incentive program, please refer to page 54 of the CD&A.
ExxonMobils share-denominated approach coupled with long restriction periods defines the risk/reward profile of stock-based performance awards and
results in a greater degree of volatility versus programs common among benchmark companies.