Nicholas Olds

About Nicholas Olds

Nicholas G. Olds, age 55, serves as Executive Vice President, Lower 48, a role he has held since November 2022 after leading Global Operations and prior senior roles in Corporate Planning & Development and North Slope operations; he has been a ConocoPhillips executive across these roles since at least 2012 . Under his tenure, Lower 48 became COP’s largest segment in 2024, contributing 63% of consolidated liquids and 74% of consolidated natural gas production, and was further bolstered by the Marathon Oil acquisition in November 2024 . Company performance against incentive metrics over 2022–2024 delivered a PSP payout of 114% driven by 51st percentile TSR (102% payout) and 61st percentile Adjusted ROCE (132% payout), reinforcing pay-for-performance alignment for NEOs including Olds .

Past Roles

External Roles

• Perquisites include fees for service on community, university, and philanthropic organizations at the company’s request (Olds: $25,000 in 2024), but specific external directorships are not enumerated in filings .

Fixed Compensation

Multi-year compensation (Summary Compensation Table – Nicholas G. Olds):

Base salary progression and VCIP target:

• Annualized base salary increased to $952,632 (12/31/2024) from $850,560 (12/31/2023) following a promotion effective Jan 1, 2024; Olds’ target VCIP is 100% of eligible earnings .

VCIP payout detail (2024):

Perquisites breakdown (2024):

Performance Compensation

Program structure and metrics:

• VCIP (annual): Company-selected measure in Pay vs Performance is one-year absolute Adjusted ROCE; VCIP also includes production, capital, HSE, operating and overhead costs, and strategic/operational milestones . The 2024 corporate VCIP payout was 120% for all NEOs (no positive individual adjustments) .
• PSP (three-year): PSP 22 metrics and weights — Relative TSR (60%) and Relative Adjusted ROCE (40%) . PSP 22 formulaic payout: 114% (TSR 102% weighted 61%; Adjusted ROCE 132% weighted 53%) .

PSP 22 payout units approved (Feb 2025):

Select 2024 equity grants (approved Feb 13, 2024):

Equity Ownership & Alignment

Beneficial ownership and outstanding awards (as of Feb 18, 2025 and Dec 31, 2024):

• At year-end 2024, COP closing price was $99.17; Olds’ 12,150 options at $49.7550 were in-the-money based on that price .
• Stock ownership guidelines: NEOs must hold 3–4x base salary (CEO 8x), with 5 years to comply; multiples for all NEOs currently exceed guidelines .
• Anti-pledging/hedging: Company prohibits pledging, margin accounts, and hedging (e.g., collars, swaps); applies to all officers, supporting alignment .

Employment Terms

Employment and severance:

• No employment agreements for NEOs; all compensation set by HRCC .
• Early retirement eligibility: As of Dec 31, 2024, Olds met early retirement criteria under COP pension plan titles (generally age 55 with service requirements) .
• Executive Severance Plan (CPESP): Lump sum of 1.5x–2x base salary + current target VCIP; pension service credit 1.5–2 years; welfare benefits cost for 1.5–2 years; pro rata VCIP; layoff treatment for RSUs/PSP; may require a non-compete agreement; no excise tax gross-ups .
• Change in Control Severance Plan (CICSP): Available only on or following change in control; long-term awards vest on “double trigger” (CIC + qualifying termination) .

Illustrative payments upon termination (Olds):

Clawback policy:

• NYSE/SEC-compliant clawback adopted Oct 2, 2023, requiring recoupment in event of restatements and certain misconduct; to date, no NEO clawbacks .

Pension and deferred compensation:

Investment Implications

• Pay-for-performance alignment: Olds’ incentive pay is tied to company TSR and Adjusted ROCE over multi-year horizons (PSP) and absolute Adjusted ROCE plus operational metrics annually (VCIP), with recent PSP formulaic payout at 114% reflecting solid execution .
• Retention risk appears mitigated: Early retirement eligibility, substantial unvested RSUs/PSUs (market value ~$9.8M at YE 2024) and in-the-money options create meaningful deferred compensation, while double-trigger CIC treatment reduces windfalls absent termination .
• Insider selling pressure watch: PSP 22 payout of 29,142 units approved in Feb 2025 introduces potential liquidity events around settlement; monitor Form 4 filings for any discretionary sales around vest dates .
• Alignment safeguards: Prohibitions on pledging/hedging and stock ownership guidelines (currently exceeded) support alignment; no excise tax gross-ups and robust clawback framework reduce governance red flags .
• Execution focus: Lower 48 growth and integration of Marathon Oil assets highlight operational levers under Olds’ remit; continued performance on ROCE and operational metrics will drive incentive outcomes and signal management confidence .