Jeffrey Joerres

About Jeffrey A. Joerres

Independent director of ConocoPhillips since July 2018; age 65. Former Executive Chairman and CEO of ManpowerGroup (global HR/human capital leader) with extensive global leadership and board experience; recognized for human capital management expertise. Current COP committee roles: Chair, Human Resources & Compensation Committee (HRCC); member, Committee on Directors’ Affairs (DAC) and Executive Committee. Independence affirmed under NYSE standards (Board majority independent; all HRCC/DAC/Audit/PPSC members independent). Directors attended the 2024 annual meeting (Joerres included).

Past Roles

Organization	Role	Tenure	Committees/Impact
ManpowerGroup Inc.	Chief Executive Officer	1999–2014	Global leadership of multinational HR services; people/operations oversight cited in COP skills.
ManpowerGroup Inc.	Chairman of the Board	2001–2014	Governance and strategic oversight.
ManpowerGroup Inc.	Executive Chairman	May 2014–Dec 2015	Transition/strategic guidance.
ManpowerGroup Inc.	VP Marketing; SVP European Ops/Marketing & Major Accounts	Joined 1993	Built commercial and international operating experience.

External Roles

Organization	Role	Current/Past	Notes
The Western Union Company	Director	Current	U.S. public company board.
Artisan Partners Asset Management Inc.	Director	Current	U.S. public company board.
Apollo Global Management	Senior Advisor	Current	Advisory role.
Green Bay Packers	Director	Current	Private/non-profit board.
Kohler Co.	Director	Current	Private board.
Johnson Controls International plc	Director	Past	Prior public board role.
Artisan Funds, Inc.	Director	Past	Prior board role.
Federal Reserve Bank of Chicago	Director and Chairman	Past	Public policy/financial oversight experience.
Boys and Girls Clubs of Milwaukee	Board	Past	Non-profit governance.

Board Governance

COP committees (2025 slate): HRCC (Chair), DAC member, Executive Committee member. HRCC held 8 meetings in 2024; DAC 5; Executive Committee 0.
Independence: Non-employee directors (including HRCC/DAC) deemed independent; Board majority independent; independent Lead Director structure in place.
Attendance and engagement: Board met 7 times in 2024; each director attended ≥75% of aggregate Board/committee meetings; all nominees standing for re‑election (including Joerres) attended the 2024 annual meeting.
Executive sessions: Non-employee directors meet in executive session at each regularly scheduled Board meeting; robust Lead Independent Director responsibilities.
HRCC governance: HRCC retained independent consultant FW Cook; confirmed consultant independence; HRCC interlocks: none; all members independent.
Say-on-Pay signal: 2024 advisory vote received support of more than 95% of shares voted, indicating strong investor alignment.

Fixed Compensation

Component (Non-Employee Directors)	Policy/Rate	Joerres 2024 Amount
Annual cash retainer	$115,000	$115,000 (included in cash total)
HRCC Chair fee	$27,500	$27,500
DAC member fee	$5,000	$5,000
Executive Committee fee	Not specified	$0 (no listed fee)
International director fee	$10,000 (if primary residence outside U.S.)	Not applicable (not disclosed for Joerres)
Meeting fees	Not disclosed (none listed)	Not applicable
Total cash	Sum of above	$147,500

Notes: Directors may elect to take cash in stock/RSUs or defer into the Director Deferral Plan.

Performance Compensation

Equity Element	Grant Value/Date	Vesting/Restrictions	Change-in-Control Treatment	Joerres 2024 Amount
Annual RSU grant (fully vested at grant; transfer-restricted)	$220,000 (granted to each active non-employee director on Jan 15, 2024)	Fully vested at grant; directors elect lapse schedule for transfer restrictions; credited with dividend equivalents as additional RSUs; cannot be sold/transferred until restrictions lapse.	All restrictions lapse upon retirement, disability, death, or change in control (unless director elected deferral).	Stock awards fair value $220,039

Options: None granted to non-employee directors in 2024; Joerres “Option Awards” $0.

Performance metrics: None apply to non-employee director equity (time-based/transfer-restricted RSUs; not performance-conditioned).

Other Directorships & Interlocks

Topic	Detail
Current U.S. public boards	The Western Union Company; Artisan Partners Asset Management Inc.
Compensation committee interlocks	None for HRCC during 2024; no member (including Chair Joerres) had relationships requiring disclosure.
Independence cross-checks	Board reviewed ordinary-course transactions for certain directors; no matters listed for Joerres; independence affirmed.

Expertise & Qualifications

Skills cited by COP: Global leadership; human capital management; financial reporting; public company board service; regulatory/government experience.
Board skills matrix shows Joerres as independent; director since 2018; age 65.

Equity Ownership

As of	Common Stock Beneficially Owned	Options Exercisable within 60 Days	Restricted/Deferred Stock Units
Feb 18, 2025	— (no shares listed)	—	23,726 units

Additional reference: As of Dec 31, 2024, aggregate deferred shares/units reflected for Joerres were 21,633 (timing difference vs. Feb 2025 table).

Ownership guidelines and alignment:

Directors are expected to own COP stock equal to aggregate annual equity grants received during their first five years on the Board; the holdings of each director currently meet or exceed these guidelines.
Company prohibits pledging and hedging; Code of Business Ethics and Conduct applies to directors, officers, and employees.

Governance Assessment

Strengths: Independent director with deep human capital expertise chairs HRCC; committee met 8x in 2024; HRCC uses an independent consultant (FW Cook); HRCC interlocks absent; Board majority independent; robust Lead Director structure; regular executive sessions; strong 2024 Say-on-Pay support (>95%). These collectively support board effectiveness and investor confidence.
Alignment: Director pay structure tilts toward equity (RSUs $220,039 vs. cash $147,500 for 2024), with ownership guidelines met/exceeded—solid “skin-in-the-game” and retention via transfer restrictions.
Conflicts/related parties: No related-party transactions disclosed for Joerres; independence affirmed; ordinary-course counterparty review did not list him.
Potential watch points: Multiple external roles (two public company boards plus private/non-profit boards and an advisory role) increase time commitments; however COP limits allow up to four other public company boards for non-employee directors, and Joerres is within that cap. Continued monitoring of committee workload/attendance is prudent (Board reports all directors met ≥75% attendance in 2024).

Director Compensation (Actual 2024)

Component	Amount (USD)
Fees Earned or Paid in Cash	$147,500
Stock Awards (grant-date fair value)	$220,039
Option Awards	$0
Non-Equity Incentive Plan Compensation	$0
Change in Pension Value/Nonqualified Deferred Comp	$0
All Other Compensation	$0
Total	$367,539

Program mechanics: Cash retainer $115,000; HRCC Chair +$27,500; DAC member +$5,000; annual RSU grant $220,000 (fully vested at grant; transfer-restricted; dividend equivalents in RSUs; transfer restrictions lapse at retirement/disability/death/change-in-control or per elected schedule). Directors may elect to receive cash in stock/RSUs or defer into the Director Deferral Plan.

Say-on-Pay & Shareholder Feedback

2024 say-on-pay approval exceeded 95% support; extensive investor outreach to holders of ~50% of shares, with meetings representing ~40% of shares and ~80% of institutional base.
Investors remained supportive of compensation design and ESG-linked goals in short-term incentives.

Risk Indicators & Red Flags

No HRCC interlocks or insider participation concerns disclosed; no related-party transactions tied to Joerres; no option repricing; no pledging/hedging permitted by policy.
Attendance threshold met across directors; annual meeting attended; committee workload appropriately disclosed.
Clawback policy in place (executive compensation governance best practice).

Compliance Notes

Independence status affirmed; all HRCC/DAC/Audit/PPSC members independent; majority independent Board; Lead Director oversees executive sessions and governance.
Director stock ownership guidelines met or exceeded by all directors.