2024 Named Executive Officer Compensation
On December 15, 2023, the Committee also set 2024 base salaries for the NEOs other than Mr. Sheffield and Mr. Dealy (whose 2024
compensation levels were previously established and disclosed) and established targets for such NEOs for 2024 bonuses under Pioneers 2024 Annual Cash Bonus Incentive Program. The 2024 base salary and 2024 bonus target percentage for each NEO,
other than Mr. Sheffield and Mr. Dealy, is set forth below. The bonus target is shown as a percentage of 2024 base salary, but the actual amount paid may be less than, equal to or greater than the target level depending on performance.
|
|
|
|
|
|
|
|
|
NEO |
|
2024 Base Salary |
|
|
2024 Bonus Target Percentage |
|
Neal H. Shah |
|
$ |
750,000 |
|
|
|
85 |
% |
Mark S. Berg |
|
$ |
600,000 |
|
|
|
85 |
% |
J.D. Hall |
|
$ |
600,000 |
|
|
|
85 |
% |
Important Information about the Transaction and Where to Find It
In connection with the Transaction, ExxonMobil and Pioneer have filed and will file relevant materials with the Securities and Exchange Commission (the
SEC). On November 21, 2023, ExxonMobil filed with the SEC a registration statement on Form S-4 (the Form S-4) to register the shares of
ExxonMobil common stock to be issued in connection with the Transaction. The Form S-4 includes a proxy statement of Pioneer that also constitutes a prospectus of ExxonMobil. The information in the Form S-4 is not complete and may be changed. After the Form S-4 is declared effective, a definitive proxy statement/prospectus will be mailed to stockholders of Pioneer. This
communication is not a substitute for the Form S-4, proxy statement or prospectus or any other document that ExxonMobil or Pioneer (as applicable) has filed or may file with the SEC in connection with the
Transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF EXXONMOBIL AND PIONEER ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Form S-4 and the proxy statement/prospectus, as well as other filings containing important information about
ExxonMobil or Pioneer, without charge at the SECs Internet website (http://www.sec.gov). Copies of the documents filed with the SEC by ExxonMobil are and will be available free of charge on ExxonMobils internet website at
www.exxonmobil.com under the tab investors and then under the tab SEC Filings or by contacting ExxonMobils Investor Relations Department at investor.relations@exxonmobil.com. Copies of the documents filed with the SEC
by Pioneer will be available free of charge on Pioneers internet website at https://investors.pxd.com/investors/financials/sec-filings/. The information included on, or accessible through,
ExxonMobils or Pioneers website is not incorporated by reference into this communication.
Participants in the Solicitation
ExxonMobil, Pioneer, their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation of
proxies in respect of the Transaction. Information about the directors and executive officers of Pioneer and a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Form S-4 in the section entitled Interests of Pioneers Directors and Executive Officers in the Merger, including the documents incorporated by reference therein. Information about the directors and
executive officers of ExxonMobil is set forth in the sections entitled Board of Directors and Director and Executive Officer Stock Ownership included in ExxonMobils proxy statement for its 2023 annual meeting of
stockholders, which was filed with the SEC on April 13, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/34088/000119312523100079/d429320ddef14a.htm), in the sections entitled Information about our Executive
Officers and Directors, Executive Officers and Corporate Governance included in ExxonMobils Form 10-K for the year ended December 31, 2022, which was filed with the SEC on
February 22, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/34088/000003408823000020/xom-20221231.htm), in ExxonMobils Form