Nelda Connors

About Nelda J. Connors

Nelda J. Connors (age 59) joined the ConocoPhillips (COP) board in September 2024 and serves on the Audit and Finance Committee and the Public Policy and Sustainability Committee. She is the founder and CEO of Pine Grove Holdings and previously served as CEO of Atkore International (including during/after its spin-off from Tyco), with earlier senior roles at Eaton and in the automotive industry . Current public boards include Carnival Corporation & plc, Otis Worldwide Corporation, and Zebra Technologies Corporation .

Past Roles

Organization	Role	Tenure	Committees/Impact
Pine Grove Holdings	Founder & Chief Executive Officer	2011–present	Private investment leadership; operational finance expertise
Atkore International (Tyco division → spun out)	President & CEO	2008–2011	Led spin-out execution and post-spin operations
Eaton Corporation	Various managerial roles (multi-division operations)	Prior to 2008	Oversaw operations across products and geographies
Automotive industry (various)	Executive/managerial roles	Prior roles	Operational and manufacturing experience

External Roles

Organization	Role	Tenure	Notes
Carnival Corporation & plc	Director	Current	U.S./UK dual-listed issuer
Otis Worldwide Corporation	Director	Current	Industrial OEM board service
Zebra Technologies Corporation	Director	Current	Technology/industrial adjacency
Baker Hughes Company	Former Director (prior service)	Prior	Board/committee service; see potential ordinary-course transactions note below
Boston Scientific; BorgWarner; EnerSys; Delphi Technologies; CNH Industrial N.V.; Echo Global Logistics	Former Director (prior service)	Prior	Multiple public company board roles
Nissan Motor Corporation (U.S. board)	Advisor	Prior	Advisory role
Queen’s Gambit SPAC	Advisory board	Prior	SPAC advisory

Board Governance

Independence: The board determined all non-employee directors, including Ms. Connors, are independent under NYSE and COP guidelines; it specifically reviewed ordinary-course transactions and deemed them immaterial . The board considered ordinary-course business with Baker Hughes (where Ms. Connors previously served) and maintained her independence .
Committee assignments: Audit & Finance Committee member (9 meetings in 2024) and Public Policy & Sustainability Committee member (5 meetings in 2024) . She is not a committee chair .
Attendance and engagement: The board met seven times in 2024 and each director attended at least 75% of aggregate board and applicable committee meetings . Directors are expected to attend the annual meeting; all seeking reelection attended the 2024 meeting, except Ms. Connors who joined on September 3, 2024 .
Board processes: Non-employee directors meet in executive session at each regularly scheduled board meeting; the board maintains an empowered Lead Independent Director with robust responsibilities (agenda approval, executive sessions, CEO evaluation, investor engagement) .
Investor feedback: Stockholders expressed overwhelming support for Ms. Connors’ election and interest in onboarding processes for new directors .

COP Committee	Role	2024 Meetings	Primary Oversight
Audit & Finance	Member	9	Financial reporting, internal controls, auditors, compliance, ERM coordination incl. market/cyber/trading risks
Public Policy & Sustainability	Member	5	HSE, sustainability/climate, operational integrity, political/regulatory risk, charitable/political contributions

Fixed Compensation

Component	COP Policy/Amount	Notes
Annual cash retainer	$115,000	Payable monthly; director can elect cash, unrestricted stock, RSUs, or deferral
Audit & Finance Committee member fee	$10,000	Annual fee
Public Policy & Sustainability Committee member fee	$7,500	Annual fee
Lead Director fee (if applicable)	$50,000	Not applicable to Ms. Connors
Chair fees (AFC/HRCC/PPSC/DAC)	$35,000 / $27,500 / $27,500 / $20,000	Not applicable to Ms. Connors
International director fee	$10,000	For primary residence outside the U.S. (not indicated for Ms. Connors)

2024 Actual Non-Employee Director Compensation (Connors)	Amount (USD)
Fees Earned or Paid in Cash	$44,364
Stock Awards (grant-date fair value)	$73,412
Option Awards	—
Non-Equity Incentive Plan Compensation	—
Change in Pension Value/Deferred Comp Earnings	—
All Other Compensation	$22,459
Total	$140,235

Cash election: Ms. Connors received 100% of her cash compensation in restricted stock units in 2024 (i.e., elected RSUs in lieu of cash) .
Taxes/perquisites: COP reimburses travel costs for board business and occasional spouse/guest invitations; no tax gross-ups except for retirement/other gifts .

Performance Compensation

Equity Grant	Grant Date	Type	Grant-Date Value	Notes
Initial pro-rata director RSU grant	Sept 3, 2024	RSUs	$73,333	Pro-rated from month of election; fully vested at grant with transfer restrictions; dividend equivalents in RSUs

Annual equity program: Non-employee directors receive RSUs with an aggregate annual grant value of $220,000; new directors receive a pro-rated grant in year of election . RSUs are fully vested at grant but subject to transfer restrictions; restrictions lapse on a schedule elected by the director or upon retirement, disability, death, or change in control; RSUs may be forfeited for cause before restrictions lapse .
No stock options are granted to directors; COP has not granted options since 2017 and director option awards are “—” in the table .

Other Directorships & Interlocks

Company	Status	Potential Interlock/Transaction
Baker Hughes Company	Prior board service	Board reviewed ordinary-course transactions with Baker Hughes involving Ms. Connors’ affiliation and found them immaterial; independence maintained
Carnival Corporation & plc	Current director	None disclosed
Otis Worldwide Corporation	Current director	None disclosed
Zebra Technologies Corporation	Current director	None disclosed

Board concluded that identified ordinary-course transactions (including with Baker Hughes) were immaterial to COP and to the relevant counterparties and within independence standards .

Expertise & Qualifications

Operational excellence and corporate finance expertise from industrial/manufacturing leadership, including CEO roles and multi-division operational oversight .
Skills matrix indicates experience in CEO/senior officer roles, financial reporting, global operations, public company board service, and human capital management .
Board and investors emphasized board refreshment and supported her election and onboarding, indicating confidence in fit with COP’s strategic needs .

Equity Ownership

As-Of Date	Measure	Amount
Dec 31, 2024	Deferred shares/units outstanding	1,094
Feb 18, 2025	Restricted/Deferred stock units attributed in beneficial ownership table	3,298

Ownership guidelines: Non-employee directors are expected to own COP stock equal to aggregate annual equity grants received during first five years; the proxy states each director currently meets or exceeds the guidelines .
Anti-hedging/pledging: COP policy prohibits directors from pledging company stock, holding in margin accounts, or entering into hedging/derivative transactions (e.g., collars, swaps, exchange funds) .

Governance Assessment

Strengths for investor confidence:
- Independent, newly refreshed director with relevant operating and financial expertise; committee assignments place her on risk-critical AFC and sustainability/policy oversight PPSC .
- Strong alignment mechanisms: director equity via RSUs; flexibility to elect equity in lieu of cash; ownership guidelines; hedging/pledging prohibitions .
- Engagement and process quality: investors voiced strong support for her election; robust onboarding and education processes; executive sessions at each regular meeting; empowered Lead Independent Director .
- Attendance: Board reports each director attended ≥75% of applicable meetings; board met seven times in 2024 .
Potential risk indicators and how they were addressed:
- External board load: Ms. Connors serves on three other public company boards; COP does not flag an overboarding breach in the proxy and affirmed independence after reviewing relationships .
- Related-party exposure: Ordinary-course transactions with Baker Hughes reviewed and deemed immaterial; independence maintained .
- Annual meeting: She did not attend the 2024 annual meeting as she was appointed on September 3, 2024; directors are expected to attend .
RED FLAGS:
- None disclosed specific to Ms. Connors. Board review found no material related-party conflicts; anti-hedging/pledging policy in effect; no option repricing or director option grants .