|
|
|
Exxon Mobil Corporation
5959 Las Colinas Boulevard
Irving, TX 75039-2298
|
|
Jennifer Driscoll
Vice President, Investor Relations
|
|
|
|
|

|
|
|
|
|
May 10, 2023
|
Re: Supplemental Information Related to Item 3
-Advisory Vote to Approve Executive Compensation
Dear Investor,
The 2023 Proxy Statement outlines ExxonMobil’s executive
compensation program, which ties compensation to long-term
shareholder value creation and success in a lower-emissions future,
and 2022 pay decisions.
At time of filing, 2022 data for compensation benchmark companies
was not yet available. The following charts, included on page 59 of
the CD&A, have been updated for the most recent 1 - and 10-year time periods. This also updates
all other references to ExxonMobil’s rank percentile in the
CD&A.
The evolution of pay during 2020 to 2022 demonstrates the strength
of the program; highly performance based, tied to business and
individual performance, and resulting in a greater degree of
volatility versus compensation programs of benchmark companies.
2022 Total Direct Compensation, as displayed below, is reflective
of exceptional business results across all performance
dimensions.
|
• |
|
80 percent of the increase is tied to strong stock price
performance - $110.84 at 2022 grant, up from $62.82 in 2021 -
resulting in a high grant value of long-term awards. 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.
|
|
• |
|
20 percent of the increase is tied to earnings. ExxonMobil’s
bonus program is based on year-over-year change in earnings; 2022
reflected a year of record earnings - compared to $0 in 2020.
|
For reference, 2021 Total Direct Compensation, as included in the
CD&A at time of filing, was at the 4th percentile of
compensation benchmark companies and followed 2020 with bonus
suspension and low value of long-term award. Three-year average
Total Direct Compensation of $20.4 million and 3-year average Realized Pay at
$10.3 million are within historic range.
Combined 10-year Realized
and Unrealized Pay normalizes for different award types and
restriction periods. ExxonMobil’s 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.
As such, while 1-year Total
Direct Compensation is at the 100th percentile of
compensation benchmark companies, 10-year Realized and Unrealized Pay is
at the 45th
percentile, as demonstrated below.
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 52 of the
CD&A.