Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(e) On November 23, 2021, the Compensation Committee of Exxon Mobil Corporation
(the "Corporation" or "ExxonMobil") established a total ceiling of $145 million
in respect of 2021 to be available for grant under the Corporation's Short Term
Incentive Program. Bonuses, paid in full in year of grant, were awarded to
certain officers as follows:
D. W. Woods $3,142,000
K. A. Mikells $1,932,000
A. P. Swiger $1,345,000
N. A. Chapman $1,932,000
J. P. Williams, Jr. $1,932,000
Under the terms of the Short Term Incentive Program, in the event of a material
negative restatement of ExxonMobil's reported financial or operating results,
bonus awards paid on the basis of such results are subject to recoupment.
The cumulative EPS threshold to reach full payout of the 2018 and 2019 Earnings
Bonus Units (EBU) remains at $6.50 per share. The Committee decided to exclude
from the EPS calculation a non-cash U.S. Upstream impairment reported in 4Q
2020. The maximum settlement value of previously granted EBU awards remains
unchanged, including the maximum values of awards granted to certain officers as
reflected in the applicable ExxonMobil Proxy Statements for the respective years
and set forth below:
2018 2019 2020 (*)
D. W. Woods $1,232,000 $1,108,000 $0
A. P. Swiger $924,000 $739,000 $0
N. A. Chapman $638,000 $635,000 $0
J. P. Williams, Jr. $638,000 $615,500 $0
(*) The 2020 bonus program was suspended in response to market conditions at the
time. This resulted in a $0 bonus award (cash and EBU) grant in 2020.
Prior to settlement, EBU awards remain subject to forfeiture in case of
detrimental activity on the part of the executive.
The form of amendment of the 2018 and 2019 EBU awards is filed as Exhibit 99.1
to this report.
Effective January 1, 2022, the annual salary of N. A. Chapman, Senior Vice
President, will increase to $1,100,000. This represents an increase of 15% and
is the result of the Committee's assessment of performance and relative position
with external benchmarking companies.
All ExxonMobil executive officers are "at will" employees of the Corporation and
do not have employment contracts.
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