Katie McGinty
CONOCOPHILLIPSAbout 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 .