Arjun Murti

About Arjun N. Murti

Arjun N. Murti (age 56) has served on the ConocoPhillips (COP) Board since January 2015. He is a Partner at Veriten LLC and a Senior Advisor at Warburg Pincus, and previously was a Goldman Sachs partner and co-director of Americas equity research focused on energy, bringing more than 30 years of financial services and energy sector experience. At COP, he chairs the Audit & Finance Committee and also serves on the Executive Committee and the Human Resources & Compensation Committee, and he is designated an “audit committee financial expert.”

Past Roles

Organization	Role	Tenure	Committees/Impact
Goldman Sachs	Partner; previously MD and VP; Co-Director of Equity Research (Americas)	Partner 2006–2014; MD 2003–2006; VP 1999–2003	Led energy equity research; deep financial oversight and capital markets expertise
JP Morgan Investment Management	Equity Analyst	1995–1999	Energy sector research and analysis
Petrie Parkman	Equity Analyst	1992–1995	Energy sector research and analysis

External Roles

Organization	Role	Nature	Notes
Liberty Energy Inc.	Director	Public company	Current U.S. public company directorship
Warburg Pincus	Senior Advisor	Private equity	Energy investment expertise
ClearPath	Advisory Board	Non-profit/policy	Energy policy advisory role
Columbia Center on Global Energy Policy	Advisory Board	Academic/policy	Energy policy advisory role
Welligence Energy Analytics	Board Observer	Private company	Energy analytics/data

Board Governance

Independence: COP’s Board determined all non-employee directors are independent under NYSE and company guidelines; Murti is a non-employee director.
Committee assignments (as of May 12, 2025): Audit & Finance Committee (Chair); Executive Committee; Human Resources & Compensation Committee.
Audit financial expert: The Board designated Murti as an audit committee financial expert.
Meeting cadence and attendance: The Board met 7 times in 2024; each director attended at least 75% of aggregate Board and applicable committee meetings. Committees met as follows in 2024: Audit & Finance (9), HRCC (8), Executive (0).
Say-on-Pay signal: 2024 advisory vote on executive compensation received support from more than 95% of shares voted.

Fixed Compensation

Component	Amount	Details
Fees Earned or Paid in Cash (2024)	$157,500	Includes base director cash retainer ($115,000), plus chair/member retainers (e.g., $35,000 for Audit & Finance Chair; other committee member fees), prorated as applicable.
Equity (Stock Awards, 2024 grant-date fair value)	$220,039	Annual RSU grant; fully vested at grant but subject to transfer restrictions per elected schedule; credited with dividend equivalents.
All Other Compensation (2024)	$5,934	Includes tax reimbursement gross-up $3,059 and gifts $2,875 related to speaking engagement recognition; see table notes.
Total (2024)	$383,473	Sum of the above; options “—”.

Additional program features:

Committee chair/member fees schedule: Audit & Finance Chair $35,000; HRCC Chair $27,500; PPSC Chair $27,500; Directors’ Affairs Chair $20,000; other committee member fees: AFC $10,000; HRCC $7,500; PPSC $7,500; DAC $5,000.
Deferrals: Directors may elect to receive cash in stock/RSUs or defer into the Director Deferral Plan; RSUs in lieu of cash carry same restrictions as annual RSUs.
Matching Gifts: Eligible up to $10,000 per year to qualifying charities.
Ownership guidelines: Directors expected to hold stock equal to aggregate annual equity grants received during first five years on the Board; company states each director currently meets or exceeds the guideline.

Performance Compensation

Directors do not receive performance-based metrics (no annual bonus/PSUs for directors). Equity is delivered as RSUs with transfer restrictions (not performance-conditioned).

Equity Feature	Term
Annual RSU grant value	$220,000 (grant-date methodology per program)
Vesting/Restrictions	Fully vested at grant; transfer restrictions lapse per director’s elected schedule; all restrictions lapse upon retirement, disability, death, or change in control (unless deferred).
Dividend equivalents	Credited in additional RSUs at the same rate as common dividends.
Deferral/Settlement	Shares delivered when restrictions lapse or per deferral elections.

Other Directorships & Interlocks

Company/Entity	Relationship to COP	Potential Interlock Consideration	Company Determination
Liberty Energy Inc. (public)	OFS provider to E&P industry	Potential ordinary-course vendor/customer relationship at sector level	Board independence review disclosed certain director-affiliated transactions (immaterial) for specific directors; none identified for Murti.
Warburg Pincus (private)	Energy PE investor	Potential portfolio interactions in sector	No related-party transactions disclosed involving Murti.

COP’s Related Party Transactions policy requires Audit & Finance Committee pre-approval for transactions >$120,000 with directors or their immediate family; no such transactions were disclosed for Murti.

Expertise & Qualifications

Financial reporting and capital markets expertise; audit committee leadership; designated audit committee financial expert.
Deep energy industry knowledge (global), including E&P and services landscape; public company board service.
Oversight of enterprise risk management areas through Audit & Finance (market/financial reporting/cyber/trading) and HRCC membership (compensation risk/human capital).

Equity Ownership

Holder	Total Common Stock Beneficially Owned	Options Exercisable (60 days)	Restricted/Deferred Stock Units	As-of Date
Arjun N. Murti	21,500	—	54,820	Feb 18, 2025

Supplemental outstanding stock awards (Dec 31, 2024):

Deferred shares/units outstanding: 52,727.

Ownership alignment policies:

Director stock ownership guideline as noted above; company states all directors meet/exceed the guideline.

Governance Assessment

Strengths supporting investor confidence:
- Long-tenured independent director with deep energy and financial markets expertise; chairs Audit & Finance and is the Board’s audit financial expert, reinforcing financial reporting oversight and ERM coordination.
- Robust committee workload coverage (Audit & Finance, HRCC, Executive) and Board/committee attendance threshold met across all directors; clear committee meeting cadence under his audit chairmanship.
- No related-party transactions disclosed involving Murti; Board affirms independence of all non-employee directors.
- High 2024 Say-on-Pay support (>95%) suggests broad shareholder confidence in compensation governance that Murti helps oversee as an HRCC member.
Watch items / potential red flags:
- All Other Compensation includes a small “tax reimbursement gross-up” for imputed income tied to a gift for internal speaking engagement recognition ($3,059); while immaterial, tax gross-ups are generally shareholder-unfriendly.
- External roles (e.g., Liberty Energy directorship; Warburg Pincus advisory) create potential for ordinary-course sector interactions; COP’s independence review did not flag Murti-related transactions, but continued monitoring is prudent.
Policy context:
- Clawback policy and prohibition on pledging/hedging for employees are among COP’s governance practices; director ownership guidelines in place and met.

Overall, Murti’s audit leadership and financial expertise, combined with independence and absence of related-party concerns, are positives for Board effectiveness; the minor tax gross-up in director “other comp” warrants note but is small and context-specific.

Notes on Attendance and Engagement

The Board expects all directors to participate in the Annual Meeting; governance processes emphasize stockholder engagement and responsiveness, with directors (including the Lead Director) participating in select outreach.