Katie McGinty

About Katie McGinty

Kathleen “Katie” McGinty was appointed to the ConocoPhillips (COP) board on July 1, 2025; she is currently Vice President and Chief Sustainability & External Relations Officer at Johnson Controls and a long‑time sustainability/government leader (former Chair of the White House Council on Environmental Quality; former Pennsylvania Secretary of Environmental Protection) . She holds a B.S. in Chemistry (Saint Joseph’s University) and a J.D. (Columbia University) . Age not disclosed in COP filings; tenure on COP board began 7/1/2025 .

Past Roles

Organization	Role	Tenure	Committees/Impact
White House Council on Environmental Quality	Chair; Deputy Assistant to President Clinton	1993–1998	Led U.S. climate policy work including UNFCCC/Kyoto negotiations
Pennsylvania Dept. of Environmental Protection	Secretary	2003–2008	Chaired Pennsylvania Energy Development Authority; attracted renewable investment to PA
Environmental Defense Fund	Senior Vice President (Global Oceans)	Not dated	Led global oceans program
Weston Solutions	Senior VP & Managing Director, Strategic Growth	~2010 onward (per bio)	Led green development/business growth
Natsource LLC	Vice President, Asset Management	Not dated	Energy/environmental transactions

External Roles

Organization	Role	Public/Private/Non‑profit	Notes
Johnson Controls	VP & Chief Sustainability & External Relations Officer	Public company (JCI)	Executive committee member; drives sustainability performance
MN8 Energy (formerly Goldman Sachs Renewable Power)	Board member	Not specified in COP filings	Current board role per COP press; public/private status not stated
World Sustainable Development Summit	International Steering Committee	Non‑profit	Current role
American Council for an Energy Efficient Economy	Board/committee	Non‑profit	Current role
Carnegie Mellon Scott Institute for Energy Innovation	Board/committee	Academic	Current role
Energy Futures Initiative; FESE/SEEC	Board/committee	Non‑profit	Current roles per bio

Prior public company boards include NRG Energy and Iberdrola USA (historical roles) .

Board Governance

Independence and committee assignments: COP states Audit & Finance, Human Resources & Compensation, Public Policy & Sustainability, and Directors’ Affairs committees are composed entirely of independent directors . McGinty was appointed to Audit & Finance and Public Policy & Sustainability committees, implying independent status under COP/NYSE standards .
Committee workload and oversight scope: Audit & Finance met 9 times in 2024 and oversees financial reporting, cybersecurity, compliance, and market/capital structure risks . Public Policy & Sustainability met 5 times in 2024, overseeing health/safety, sustainability/climate risks, operational integrity, and public policy engagement .
Lead Independent Director structure: COP utilizes a combined Chair/CEO with a robust independent Lead Director (Robert A. Niblock) and detailed responsibilities to ensure independent oversight .
Board activity/attendance baseline: The Board met 7 times in 2024; each director attended at least 75% of aggregate Board and applicable committee meetings (McGinty joined in 2025; her attendance not yet disclosed) .
Conflicts oversight: COP maintains a Related Party Transaction Policy; Audit & Finance pre‑approves reportable transactions and prohibits those inconsistent with stockholder interests .

Fixed Compensation

Component	Annual Amount	Notes
Non‑employee Director Cash Retainer	$115,000	Payable monthly; directors may elect to receive in cash, unrestricted stock, or RSUs; deferrable to Director Deferral Plan
Annual RSU Grant	$220,000	Fully vested at grant; dividend equivalents accrue as RSUs; transfer restrictions lapse per elected schedule; initial grants prorated in year of election
Committee Member Fees – Audit & Finance	$10,000	Additional cash compensation for committee members; prorated if partial year
Committee Member Fees – Public Policy & Sustainability	$7,500	Additional cash compensation for committee members; prorated if partial year
International Director Fee	$10,000	For directors whose primary residence is outside the U.S. (not disclosed for McGinty)
Lead Director / Committee Chair adders	$20,000–$50,000	Not applicable to McGinty (not appointed as chair)

McGinty will receive compensation “in accordance with policies and procedures” in COP’s 2025 proxy; as a July 1, 2025 appointee, cash and equity will be prorated for 2025 .

Deferral & Settlement Provisions (Directors)

Directors may defer cash compensation into a Deferred Compensation Account with investment options, and convert stock compensation to RSU awards with flexible commencement (death; first anniversary of separation; 1–10 years from grant) and payment schedules (single or up to 10 annual installments); change of control settlement follows RSU award terms .

Performance Compensation

Instrument	Grant/Terms	Performance Metrics	Notes
Stock Options	None	N/A	COP director program does not include options
Performance Stock Units (PSUs)	None	N/A	Director equity is time‑based RSUs; director equity is fully vested at grant with transfer restrictions
Cash Bonus	None	N/A	Director pay is retainer/fees; no bonus program

COP’s clawback policy and prohibition on pledging/hedging apply at enterprise level; executive incentive programs are subject to clawback, and pledging/hedging is prohibited for all employees; directors operate under the Code and ownership guidelines (no director‑specific performance awards disclosed) .

Other Directorships & Interlocks

Current boards/committees: MN8 Energy; International Steering Committee of World Sustainable Development Summit; American Council for an Energy Efficient Economy; Carnegie Mellon Scott Institute for Energy Innovation; Energy Futures Initiative (and related entities) .
Potential interlocks: McGinty is an executive at Johnson Controls (smart buildings/energy efficiency). COP’s Public Policy & Sustainability oversight includes sustainability/climate; potential vendor relationships are addressed through COP’s related‑party policy. COP’s 8‑K on her appointment states no material interest in transactions under Item 404(a) .

Expertise & Qualifications

Sustainability/Environmental policy: Senior leadership in CEQ/PA DEP; recognized innovator in clean energy; extensive climate negotiation experience (UNFCCC/Kyoto) .
Corporate/financial oversight: Executive committee member at Johnson Controls; committee service at COP on Audit & Finance (financial reporting/cyber risk oversight) .
Education: B.S. Chemistry; J.D. Columbia .

Equity Ownership

As of	Security	Amount Beneficially Owned	Ownership Form	Notes
07/02/2025	COP common stock	0	—	Initial Form 3 filed shows no securities beneficially owned
07/02/2025	Derivatives (options/RSUs)	0	—	No derivative securities reported on Form 3

Director Stock Ownership Guidelines: Each non‑employee director is expected to own COP stock equal to the aggregate annual equity grants received in the first five years; McGinty’s initial RSU grant will be prorated in 2025; compliance expected within five years .
Hedging/Pledging: COP prohibits pledging and hedging for all employees; directors are covered by the Code and guidelines; no pledging or hedging disclosed for McGinty .

Governance Assessment

Board effectiveness/fit: McGinty’s sustainability/regulatory depth complements COP’s Public Policy & Sustainability oversight; her Audit & Finance assignment adds ESG‑savvy perspective to financial/compliance oversight .
Independence & conflicts: Appointment to independent committees and explicit 8‑K statement of no Item 404(a) transactions mitigate related‑party risk given her Johnson Controls role; ongoing monitoring under COP’s Related Party Transaction Policy is a positive governance control .
Ownership alignment: COP’s director pay mix is balanced with meaningful equity ($220k RSUs, prorated in year of appointment) and clear stock ownership guidelines; initial Form 3 shows zero holdings, but guidelines and annual RSU grants drive alignment over time .
Engagement/attendance signals: COP’s board met 7 times in 2024 with strong attendance; committee cadence (AFC 9; PPSC 5) points to material workload for her roles; McGinty’s attendance will be visible in the next proxy—key signal to monitor .
RED FLAGS to monitor:
- Potential vendor/related‑party exposure via Johnson Controls (building systems/services). COP’s 8‑K indicates no current related‑party transactions; continued disclosure vigilance recommended .
- Multi‑board/time commitments: COP limits non‑employee directors to no more than four other public boards; McGinty’s current external roles are largely non‑profit/industry bodies; confirm public company board count in next proxy to ensure compliance .
- Ownership guideline compliance: Track progress toward the five‑year stock ownership target; ensure no hedging/pledging violations .

Overall, McGinty’s sustainability/regulatory credentials strengthen COP’s oversight of climate and public policy risks, while independent committee assignments and COP’s compensation/ownership framework support investor alignment; maintain surveillance on any Johnson Controls commercial ties and future proxy disclosures for attendance/ownership compliance .