Gay Huey Evans

About Gay Huey Evans

Independent director at ConocoPhillips since March 2013 (age 70), with deep capital markets and regulatory expertise from senior roles at the U.K. Financial Services Authority, Barclays Capital, Citi Alternative Investments, and the London Metal Exchange; currently serves on COP’s Human Resources & Compensation Committee (HRCC) and Committee on Directors’ Affairs (DAC) . She is independent under NYSE standards and COP’s guidelines, with ordinary-course transactions involving companies she is affiliated with (S&P Global Inc. and Standard Chartered plc) reviewed and deemed immaterial by the board . Current U.S. public company directorship: S&P Global Inc.; additional current advisory/trustee roles include Chatham House (Senior Advisor), Quantexa (Advisor), and Benjamin Franklin House (Trustee) .

Past Roles

Organization	Role	Tenure	Committees/Impact
London Metal Exchange	Chairman of the Board	Not disclosed	Led governance oversight of a major global commodities exchange
Barclays Capital	Vice Chairman, Investment Banking & Investment Management	2008–2010	Senior leadership with global markets exposure
Citi Alternative Investments (EMEA)	Head of Governance	2007–2008	Governance leadership across alternatives platform
Tribeca Global Management (Europe) Ltd. (Citigroup)	President	2005–2007	Ran European hedge fund business
U.K. Financial Services Authority	Director of Markets Division; Head of Capital Markets Sector	1998–2005	Led market supervision and policy
Bankers Trust (NY & London)	Senior management positions	Not disclosed	Capital markets and banking roles

External Roles

Organization	Role	Tenure	Committees/Notes
S&P Global Inc.	Non-Executive Director	Current	U.S. public company board service
Chatham House	Senior Advisor	Current	International policy think tank
Quantexa	Advisor	Current	Advanced analytics/data intelligence
Benjamin Franklin House	Trustee	Current	Non-profit trustee

Board Governance

Committees: HRCC member; DAC member .
Independence: Determined independent; ordinary-course transactions with Standard Chartered plc and S&P Global Inc. assessed as immaterial to COP and counterparties .
Attendance and engagement: Board met 7 times in 2024; each director attended at least 75% of aggregate board and applicable committee meetings. HRCC held 8 meetings; DAC held 5 meetings .
Executive sessions: Non-employee directors meet privately in executive session at each regularly scheduled board meeting .
Years of service on COP board: ~12 years (Director since March 2013) .

Fixed Compensation (Non-Employee Director Program – 2024 Actuals)

Component	Amount (USD)	Notes
Annual cash retainer	$115,000	Standard cash for non-employee directors
HRCC member fee	$7,500	Committee member fee
DAC member fee	$5,000	Committee member fee
International director fee	$10,000	For directors residing outside U.S. (effective 2024)
Cash compensation received (Evans)	$137,500	Sum of components above; 2024 actual
RSU annual grant (grant-date value)	$220,039	Fully vested at grant; 2024 grant value (rounded)

Program confirms additional chair fees apply only to committee chairs; Evans is not a committee chair .
No meeting fees; compensation structured as cash retainer plus equity and committee role fees .

Performance Compensation (Director Equity Structure)

Equity Award Feature	Details
Instrument	Restricted Stock Units (RSUs) fully vested at grant; credited with dividend equivalents in additional RSUs
Annual grant value	$220,000; 2024 grants made Jan 15, 2024; shown as $220,039 due to share rounding
Transfer restrictions	Director elects lapse schedule; restrictions lapse at retirement, disability, death, or change-in-control (unless deferred)
Settlement	Upon lapse of restrictions, RSUs settle into unrestricted COP shares; forfeiture upon cause prior to lapse
Performance metrics tied to director compensation	None disclosed/applicable; director equity is time/restriction-based, not performance-conditioned

Other Directorships & Interlocks

Entity	Relationship	Interlock/Transaction	Board Determination
S&P Global Inc.	Current NED	Ordinary-course transactions between COP and S&P Global Inc.	Reviewed and deemed immaterial; Evans remains independent
Standard Chartered plc	Prior board service	Ordinary-course transactions between COP and Standard Chartered plc	Reviewed and deemed immaterial; Evans remains independent

Expertise & Qualifications

Financial reporting and global capital markets expertise; regulatory/government experience; public company board service .
Recognitions: CBE (2021) for services to economy/philanthropy; OBE (2016) for services to financial services/diversity .

Equity Ownership

Metric	12/31/2024	02/18/2025
Deferred shares/units outstanding (Evans)	47,425	49,518 (restricted/deferred units)
Direct common stock beneficially owned	Not disclosed	Not disclosed (— in table)
Options exercisable within 60 days	Not applicable	— (directors do not have options)
Group ownership context	—	Directors and officers as a group beneficially own <1% of COP common stock

Stock ownership guidelines: Each non-employee director expected to own COP stock equal to aggregate annual equity grants received during first five years; all directors meet or exceed these guidelines .
Hedging/pledging: Company prohibits pledging and hedging for all employees; broader governance best practice listed among board policies .

Governance Assessment

Strengths: Long-tenured independent director with deep regulatory and global markets experience; active on HRCC and DAC—key committees for pay, succession, and board refreshment. HRCC uses independent consultant FW Cook; committee asserts independence and no interlocks/insider participation involving executives or HRCC members in 2024 . Attendance thresholds met; structured director pay with meaningful equity component aligning with shareholder interests .
Potential conflicts: Ordinary-course transactions with S&P Global Inc. and Standard Chartered plc were reviewed and deemed immaterial; independence maintained .
Compensation alignment: Cash/equity mix stable; introduction of $10,000 international fee in 2024 reflects incremental time/travel demands, not pay inflation. No tax gross-ups for directors except limited gift-related circumstances; Evans received $0 in “All Other Compensation” in 2024 .
RED FLAGS: None indicated—no related-party transactions involving Evans; no hedging/pledging; no attendance concerns disclosed; no option repricings or director-specific gross-ups .