Dennis Arriola

About Dennis V. Arriola

Independent director; age 64; joined the COP board in September 2022. Current committee assignments: Audit & Finance Committee (AFC) and Human Resources & Compensation Committee (HRCC). Background includes CEO of Avangrid (2020–2022), senior executive roles at Sempra Energy (EVP & Group President, Chief Sustainability Officer), and leadership positions across gas and electric utilities and renewables including Chairman/President/CEO of SoCalGas; CFO of SDG&E and SoCalGas; VP Communications & IR; and regional leadership in South America .
Other current U.S. public boards: Meritage Homes and Commercial Metals; also serves on Automobile Club of Southern California. Skills cited by COP: energy sector leadership, sustainability, financial reporting, regulatory/government, global, public company board service, human capital management .

Past Roles

Organization	Role	Tenure	Committees/Impact
Avangrid, Inc.	Chief Executive Officer	2020–2022	Led U.S. utility/renewables operations; sustainability experience emphasized
Sempra Energy	EVP & Group President; Chief Sustainability Officer	Not disclosed	Oversight across gas/electric utilities & renewables; global remit
Southern California Gas Co. (Sempra)	Chairman, President & CEO	Not disclosed	Utility leadership; operational execution
San Diego Gas & Electric; SoCalGas	SVP & CFO (both)	Not disclosed	Financial oversight and reporting
Sempra Energy	VP Communications & Investor Relations	Not disclosed	Capital markets and stakeholder engagement
Sempra South America	Regional VP & General Manager	Not disclosed	International operations leadership

External Roles

Organization	Role	Tenure	Notes
Meritage Homes Corporation	Director	Current	U.S. public company
Commercial Metals Company	Director	Current	U.S. public company
Automobile Club of Southern California	Director	Current	Non-public
Avangrid, Inc.	Director (prior)	Prior	U.S. public company
California Latino Economic Institute; U.S. Chamber of Commerce; California Business Roundtable; Edison Electric Institute	Board roles (prior)	Prior	Policy/industry bodies
IEnova (Mexico); Luz del Sur (Peru); Chilquinta Energía (Chile)	Director (prior)	Prior	Public companies in LATAM

Board Governance

Committee assignments: AFC member and HRCC member; no chair roles .
Independence: Board determined Arriola is independent; reviewed ordinary-course transactions with Commercial Metals Company and Avangrid and deemed amounts immaterial under COP and NYSE standards .
Attendance and engagement: Board met 7 times in 2024; each director attended at least 75% of aggregate Board and applicable committee meetings . AFC held 9 meetings; HRCC held 8 meetings in 2024 .
Board processes: Non-employee directors meet in executive session at each regular meeting; lead director empowerment, annual evaluations, and director education described .
HRCC governance: HRCC uses independent consultant (FW Cook); continuous improvement, risk assessment, and formulaic metrics for financial components .

Fixed Compensation

Component	Amount	Detail
Cash retainer	$115,000	Standard non-employee director annual cash compensation
AFC membership fee	$10,000	For non-chair AFC members
HRCC membership fee	$7,500	For non-chair HRCC members
Fees earned (total)	$132,500	Matches retainer + committee fees
All Other Compensation (total)	$33,625	See breakdown below

All Other Compensation breakdown (2024):

Item	Amount	Notes
Matching Gift	$8,659	Company matches up to $10,000 annually
Other Compensation	$24,966	Travel-related incremental costs and perquisites policy
Tax Reimbursement Gross-Up	$0	COP policy: no routine gross-ups for directors; limited exceptions

Performance Compensation

Feature	Detail
Annual director equity grant	$220,000 in RSUs; fully vested at grant; transfer restrictions elected by director; dividend equivalents accrue as additional RSUs
2024 stock awards (grant-date fair value)	$220,039
Performance metrics tied to director pay	None; director equity is not contingent on performance; options program discontinued for executives in 2018 (directors do not receive options)

Other Directorships & Interlocks

Current public boards: Meritage Homes; Commercial Metals .
HRCC interlocks: COP disclosed no compensation committee interlocks or insider participation for 2024; HRCC members were independent (Arriola is an HRCC member) .
Independence review explicitly considered ordinary-course transactions with Commercial Metals and Avangrid; determined immaterial and consistent with independence standards .

Expertise & Qualifications

COP cites energy sector leadership across utilities and renewables; sustainability credentials; financial reporting; regulatory/government; global operations; public company governance; human capital management .
Nominee skills matrix indicates independence and current public board service at two U.S. issuers .

Equity Ownership

Beneficial ownership and units as of Feb 18, 2025:

Holder	Common Shares Beneficially Owned	Options Exercisable Within 60 Days	Restricted/Deferred Stock Units
Dennis V. Arriola	—	—	6,765

Director stock awards outstanding:

Date	Deferred Shares/Units Outstanding
As of Dec 31, 2024	4,672
As of Feb 18, 2025	6,765

Ownership alignment and restrictions:

Director stock ownership guidelines: expected to own COP stock equal to aggregate annual equity grants within first five years; COP states each director currently meets/exceeds guidelines .
Anti-pledging/hedging: COP policy prohibits pledging, hedging, short sales or derivative transactions for directors and employees, supporting alignment with shareholder risk/reward .

Governance Assessment

Strengths: Independent director on AFC and HRCC; robust governance processes (executive sessions, lead director role, annual evaluations); strong say-on-pay support (>95% in 2024); anti-hedging/pledging policy; clear director ownership guidelines .
Alignment: Equity grants and ownership guidelines provide “skin in the game”; Arriola’s deferred RSU holdings increased to 6,765 units by Feb 2025; fees structured to recognize committee responsibilities .
Conflicts: Independence review flagged ordinary-course transactions with Commercial Metals and Avangrid (where Arriola has affiliations); Board concluded amounts immaterial and independence preserved—continue monitoring for any escalation in transaction size/scope (RED FLAG threshold would be related-party transactions >$120,000 with material interest) .
Attendance: Board met 7 times; each director attended at least 75% of board/committee meetings; AFC (9) and HRCC (8) suggest high engagement expectations for members .
Pay practices: No director performance-based pay or options; RSUs fully vested at grant with transfer restrictions; director pay reviewed by independent consultant; no routine tax gross-ups, limited exceptions only .

Overall signal: Arriola’s governance profile supports investor confidence—independent oversight across finance and compensation, strong alignment via RSUs/ownership guidelines, and no disclosed related-party conflicts. Ongoing monitoring should focus on any expansion of COP transactions with his external affiliations and continued committee engagement metrics .