Kelly Rose

About Kelly Rose

Kelly B. Rose is Senior Vice President, Legal, General Counsel and Corporate Secretary at ConocoPhillips and is one of the company’s Named Executive Officers (NEOs) . She is responsible for signing SEC filings in her capacity as Corporate Secretary and leads legal and governance matters for the Board and ELT . ConocoPhillips’ performance during the most recent periods relevant to executive pay included full-year 2024 earnings of $9.2 billion ($7.81 EPS), cash from operations of $20.3 billion, ROCE of 14% and cash-adjusted ROCE of 15% ; the PSP 22 (2022–2024) long-term program paid out 114% on company outcomes, driven by relative TSR (~15.8% over three years) and relative Adjusted ROCE vs peers . Age, education, and tenure dates for Ms. Rose were not disclosed in the proxy.

Fixed Compensation

Metric	FY 2022	FY 2023	FY 2024
Base Salary ($)	$915,976	$947,320	$951,984

Performance Compensation

Annual Incentive – VCIP Structure and 2024 Outcome

Metric	Weighting	Target	Actual	Payout	Notes
HSE (TRR, PSE)	20%	Continuous improvement; top quartile TRR	Top quartile TRR; fewer PSE; one fatality	80% component	Company-wide metric
Operations (Production, Capital, O&O Costs, Milestones)	30%	Production 1,941 MBOED; Capital $11.4B; O&O $9.0B	Production 1,955 MBOED; Capital $11.8B; O&O $9.2B; most milestones achieved	100% component	Company-wide metric
Financial (Absolute & Relative Adjusted ROCE)	30%	Absolute ROCE 10%	Absolute 14.9%; Relative 48th percentile	146% component	Matrix-based payout
Strategic Milestones	10%	Portfolio and LNG progress; DEI frameworks	Marathon Oil acquisition completed; LNG agreements; DEI roll-out	150% component	Company-wide metric
Energy Transition Milestones	10%	Emissions intensity aligned to 2030 trajectory	Target achieved; projects under budget; LCT advanced	150% component	Consolidated into Strategic in 2025

Kelly B. Rose VCIP (2024)	Value
Eligible Earnings ($)	$951,984
Target VCIP (%)	95%
Corporate Payout (%)	120%
Total Payout ($)	$1,085,262

Long-Term Incentives – PSP 22 Outcome (Performance Period 2022–2024)

PSP 22 Metric	Weight	Result	Payout
Relative TSR	60%	51st percentile; ~15.8% TSR	102%
Relative Adjusted ROCE	40%	61st percentile	132%
Total PSP 22 Payout	—	—	114% of target

PSP 22 payout units for Ms. Rose were approved in February 2025: 30,469 units valued at $3,074,410 at settlement (cash-settled, with optional KEDCP deferral elections) .

2024 Grants (PSP 24 and Executive RSU Program)

Grant Type	Grant Date	Target Shares (#)	Grant Date Fair Value ($)
PSP 24 (2024–2026)	2/13/2024	23,248	$2,566,230
Executive RSUs (3-year cliff vest)	2/13/2024	10,432	$1,151,536

Equity Ownership & Alignment

Ownership Snapshot (as of Feb 18, 2025)	Value
Total Common Stock Beneficially Owned (#)	35,153
Options Exercisable Within 60 Days (#)	—
Restricted/Deferred Stock Units (#)	20,038

Outstanding Equity Awards at FY-End (12/31/2024)	Units (#)	Market Value ($)
Unvested Executive RSUs	58,816	$5,832,734 (at $99.17)
Unearned Performance Units (PSP ongoing periods)	44,510	$4,414,035 (at $99.17)

Vested in 2024	Shares/Units (#)	Value Realized ($)
Stock Awards (ERSUs and PSP 21 vesting)	96,207	$10,672,874
Option Exercises	—	—

Executive RSUs vest three years from grant and settle in stock; dividend equivalents accrue at the same rate as common dividends and are reinvested into RSUs . PSP awards are cash-settled after three-year performance periods, with dividend equivalents accruing and potential deferral into KEDCP .
Stock ownership guidelines: NEOs have 3–4x base salary requirements; each NEO currently exceeds the guideline . Hedging and pledging of company stock are prohibited for all employees .

Employment Terms

Severance Plans

Executive Severance Plan (CPESP): If terminated not-for-cause, lump-sum 1.5x–2.0x base salary + current target VCIP; pension enhancement (1.5–2 years) for eligible; welfare benefits for 1.5–2 years; pro rata VCIP for year of termination; equity treated as layoff with partial/full vesting depending on grant age . No excise tax gross-ups; subject to clawback .
Change-in-Control Severance Plan (CICSP): If terminated without cause or for good reason within 2 years post-CIC, lump-sum 2x–3x base salary + higher of current target VCIP or 2-year average VCIP; pension enhancement (2–3 years) for eligible; welfare benefits (2–3 years); pro rata VCIP; equity “double-trigger” accelerated vesting only upon CIC plus qualifying termination; options remain exercisable through original terms .

Quantified Severance for Kelly B. Rose (Hypothetical as of 12/31/2024)

Component	Not-for-Cause (Not CIC)	CIC (Involuntary or Good Reason)	Death
Base Salary ($)	$1,903,968	$2,855,952	—
Short-term Incentive ($)	$1,808,770	$3,412,598	—
PSP (ongoing performance periods) ($)	—	$681,143 (PSP 23) + $1,580,404 (PSP 24)	—
Incremental Retirement ($)	$287,793	$415,856	—
Post-employment Health & Welfare ($)	$93,479	$140,218	—
Life Insurance ($)	—	—	$1,904,000
Total ($)	$4,094,010	$9,086,171	$1,904,000

Clawback Policy and Risk Controls

Dodd-Frank/NYSE-compliant clawback adopted Oct 2, 2023; applies to incentive compensation in the event of financial restatements or specified misconduct; to date, no NEO clawbacks have occurred .
Prohibitions on hedging/pledging; payout caps; double-trigger vesting; no option repricing; no excise tax gross-ups for CIC plan participants .

Deferred Compensation

Plan	Executive Contributions in 2024 ($)	Company Contributions in 2024 ($)	Aggregate Earnings 2024 ($)	Aggregate Balance at 12/31/2024 ($)
DCMP	—	$57,248	$12,942	$358,532
KEDCP	$142,798	—	$7,468	$150,265

Additional Compensation Detail

Component	FY 2022	FY 2023	FY 2024
Stock Awards ($)	$3,223,715	$3,242,925	$3,717,766
Non-Equity Incentive Plan ($)	$1,105,125	$1,169,940	$1,085,262
Change in Pension Value ($)	$144,046	$178,260	$187,657
All Other Compensation ($)	$153,171	$180,104	$202,796
Total Compensation ($)	$5,542,033	$5,718,549	$6,145,465

Say-on-Pay & Shareholder Feedback

2024 say-on-pay received support from more than 95% of shares voted, signaling strong investor alignment with executive compensation design .
Stockholder engagement covered ~50% of outstanding shares, with meetings representing ~40% of shares; investors broadly supported inclusion of ESG-linked metrics in short-term incentives .

Compensation Peer Group (Performance Benchmarks)

2024 VCIP peers included APA, Chevron, Devon, Diamondback, EOG, Exxon Mobil, Hess, Occidental, and Pioneer (combined into Exxon Mobil post-acquisition) .
PSP peer group includes the S&P 500 Total Return Index (for TSR) and the above E&P/integrated peers; methodology for TSR and Adjusted ROCE is formulaic, with payouts capped at 200% .

Investment Implications

Alignment: Rose’s pay mix is heavily performance-based (VCIP and PSP with Adjusted ROCE and relative TSR), reinforcing returns-focused execution; NEO stock ownership guidelines are exceeded, and hedging/pledging is prohibited, supporting investor alignment .
Liquidity/pressure: 2024 vesting delivered $10.7 million of equity value; PSP awards are cash-settled, reducing forced share sales; no options exercised in 2024, and no near-term option overhang for Rose .
Retention: Double-trigger CIC terms and quantified severance imply strong retention economics; early retirement eligibility is met at the program level for Ms. Rose, but clawback and risk controls mitigate adverse incentives .
Pay-for-performance: Company outcomes (14.9% absolute Adjusted ROCE, 114% PSP payout) link directly to incentive payouts; robust say-on-pay support (>95%) lowers governance risk and suggests limited near-term comp headwinds .