David Seaton

About David T. Seaton

David T. Seaton, age 63, is an independent director of ConocoPhillips and former Chairman and Chief Executive Officer of Fluor Corporation. He joined the ConocoPhillips board in March 2020 and currently chairs the Public Policy and Sustainability Committee; he also serves on the Committee on Directors’ Affairs and the Executive Committee . The proxy identifies Seaton’s qualifications in global operations and finance, public company leadership, and sustainability oversight .

Past Roles

Organization	Role	Tenure	Committees/Impact
Fluor Corporation	Chief Executive Officer	Began Feb 2011	Led multinational engineering and construction operations
Fluor Corporation	Chairman of the Board	Began Feb 2012	Board leadership; strategic oversight
Fluor Corporation	Operations and Sales roles	Since 1985 (prior to CEO/Chair)	Global operational and commercial experience

External Roles

Organization	Role	Status	Notes
The Mosaic Company	Director	Current	Other current U.S. public company directorship
Salas O’Brien	Director	Current	Private company board service
Boston Consulting Group – Infrastructure Practice	Senior Advisor	Current	Affiliation reviewed for independence; ordinary-course transactions deemed immaterial
8VC Enterprises LLC	Senior Advisor	Current	Venture/investment advisory
National Petroleum Council	Member (appointed)	Appointed 2011	Federal advisory body to DOE
Business Roundtable; International Business Council; American Petroleum Institute; U.S.-Saudi Arabian Business Council; National Association of Manufacturers	Leadership roles	Former/unspecified	NAM affiliation reviewed; ordinary-course transactions deemed immaterial

Board Governance

Committee assignments: Chair, Public Policy and Sustainability Committee; Member, Committee on Directors’ Affairs; Member, Executive Committee .
Committee activity (2024): PPSC held 5 meetings (primary responsibilities include ESG, safety, climate, public policy oversight) ; Directors’ Affairs held 5 meetings (director nominations, governance policies, board/committee assessments, director compensation policy) ; Executive Committee held 0 meetings .
Independence: Board determined Seaton is independent; ordinary-course transactions with Boston Consulting Group and the National Association of Manufacturers were deemed immaterial to both parties and within NYSE and company independence standards .
Attendance: The Board met seven times in 2024; each director attended at least 75% of aggregate Board and applicable committee meetings .
Board leadership: Chairman/CEO combined, with an empowered independent Lead Director (Robert A. Niblock) and executive sessions of non-employee directors at each regularly scheduled Board meeting .

Fixed Compensation

Component (2024)	Amount	Detail
Fees Earned or Paid in Cash	$137,500	Includes base retainer and prorated committee fees; amounts may be received in cash, unrestricted stock, RSUs, or deferred
Annual RSU Grant (grant-date fair value)	$220,039	Standard for active non-employee directors on Jan 15, 2024: $220,000 RSU grant based on average of high/low stock price; issued in whole shares with rounding
All Other Compensation	$16,577	Taxable reimbursements for permitted travel/incidental expenses; no tax gross-ups except for retirement/certain gifts
Total (2024)	$374,116	Sum of categories above

Cash compensation structure (program-level):

Annual non-employee director cash compensation: $115,000 .
Chair fees applicable to Seaton: Public Policy and Sustainability Committee Chair: $27,500 .
Committee membership fees relevant to Seaton: Committee on Directors’ Affairs member: $5,000 . Executive Committee fees not listed .
International Director Fee (if applicable): $10,000 .
Notes: Fees are prorated for time served and assignment changes; directors may elect to receive cash comp in unrestricted stock or RSUs or defer to the Director Deferral Plan .

Performance Compensation

Element	Performance Metric(s)	Vesting/Restrictions	Change-in-Control Treatment	Notes
Director RSUs (annual grant)	None for directors; not performance-based	RSUs fully vested at grant; transfer restrictions lapse per director-elected schedule; dividend equivalents in RSUs; forfeiture for cause prior to lapse	All restrictions lapse upon retirement, disability, death, or change in control (unless director elected deferral of receipt)	Grants valued at $220,000 for 2024 based on average of high/low price on grant date; prorated for new directors

Directors do not receive stock options or PSUs at ConocoPhillips; equity compensation for directors is exclusively RSUs with no performance conditions .

Other Directorships & Interlocks

Company	Relationship	Potential Interlock/Transaction	Independence Outcome
The Mosaic Company	Current public company directorship	None disclosed with ConocoPhillips	Independent director
Boston Consulting Group (Infrastructure Practice)	Senior advisor	Ordinary-course transactions reviewed	Deemed immaterial; independence maintained
National Association of Manufacturers	Leadership involvement	Ordinary-course transactions reviewed	Deemed immaterial; independence maintained

Expertise & Qualifications

CEO/Senior Officer, Financial reporting, Industry, Global, Regulatory/Government, Public company board service, Environmental/Sustainability, Human capital management .
Board views Seaton’s multinational operations and financial expertise as valuable for oversight of strategy, risk, and sustainability matters .

Equity Ownership

Category (as of date)	Shares/Units	Notes
Common stock beneficially owned (Feb 18, 2025)	2,500	Direct/indirect beneficial ownership definition per proxy
RSUs/Deferred stock units (Feb 18, 2025)	14,450	Includes vested restricted/deferred stock units; excludes target PSUs
Deferred shares/units outstanding (Dec 31, 2024)	12,357	Aggregate number of stock awards outstanding for Seaton
Options exercisable within 60 days (Feb 18, 2025)	—	Directors do not receive options; none shown for Seaton

Ownership alignment policies:

Director stock ownership guideline: Each non-employee director is expected to own ConocoPhillips stock equal to aggregate annual equity grants received during first five years; all directors currently meet or exceed the guideline .
Anti-pledging and anti-hedging: Directors are prohibited from pledging company stock, holding in margin accounts, or hedging (e.g., prepaid forwards, swaps, collars, exchange funds) .

Governance Assessment

Strengths for investor confidence: Independent status; chairing PPSC signals active oversight of ESG, safety, climate, and public policy risks; robust anti-pledging/hedging policy; director equity is RSU-based with meaningful ownership guideline; executive sessions at each Board meeting and independent Lead Director structure .
Engagement/attendance: Board met seven times with each director at least 75% attendance; committee workload (PPSC and Directors’ Affairs each met 5 times) suggests substantive engagement in risk and governance oversight .
Compensation alignment: Modest cash retainer plus chair/member fees; equity delivered entirely as RSUs; no options/PSUs, no performance metrics for directors; change-in-control removes RSU restrictions but directors may elect deferral, mitigating windfall optics .
Potential conflicts/related-party exposure: Ordinary-course transactions tied to Seaton’s external affiliations (BCG, NAM) were reviewed and deemed immaterial by the Committee on Directors’ Affairs; Board concluded independence consistent with NYSE and company guidelines .
RED FLAGS: None evident specific to Seaton; no pledging/hedging permitted; director attendance threshold met; director compensation structure is standard. Monitor ongoing external advisory/association roles for future ordinary-course transactions and ensure continued immateriality .