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

Organization	Role	Years	Strategic Impact
ConocoPhillips	EVP, Lower 48	Nov 2022 – Present	Leads COP’s largest segment by production; portfolio across Permian, Eagle Ford, Midland, Bakken
ConocoPhillips	EVP, Global Operations	Sep 2021 – Nov 2022	Senior operational leadership globally
ConocoPhillips	SVP, Global Operations	Aug 2020 – Sep 2021	Operational leadership
ConocoPhillips	VP, Corporate Planning & Development	Jun 2018 – Aug 2020	Strategy and portfolio planning
ConocoPhillips	VP, Mid-Continent BU, Lower 48	Sep 2016 – Jun 2018	Lower 48 business leadership
ConocoPhillips	VP, North Slope Operations & Development (Alaska)	Aug 2012 – Sep 2016	Alaska operations leadership

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):

Metric ($USD)	2022	2023	2024
Salary	$760,668	$840,056	$952,632
Bonus	—	—	—
Stock Awards (fair value)	$3,148,392	$2,764,013	$4,515,851
Option Awards	—	—	—
Non-Equity Incentive Plan (VCIP)	$879,104	$1,037,469	$1,143,158
Change in Pension Value & NQDC Earnings	$434,433	$1,473,838	$2,295,501
All Other Compensation	$123,171	$239,438	$320,163
Total	$5,345,768	$6,354,814	$9,227,305

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):

Item	Value
2024 Eligible Earnings	$952,632
Target VCIP %	100%
Corporate Payout	120%
Total Payout (cash)	$1,143,158

Perquisites breakdown (2024):

Category	Amount
Business-related use of company aircraft	$117,902
Matching gift program	$10,000
Other (incl. board fees at request of company)	$62,609
Tax & financial planning	$15,750
Executive group life premium differential	$5,727
Tax reimbursement gross-up	$12,912
Matching contributions (qualified savings plans)	$37,950
Company contributions to nonqualified defined contribution plans (DCMP)	$57,313
Total	$320,163

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):

Executive	PSP 22 Final Units
Nicholas G. Olds	29,142 units

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

Award Type	Threshold (#)	Target (#)	Notes
Performance Share Program units	21,602	43,204	PSP 24 cycle
Executive RSUs	—	11,633	All Other Stock Awards (#)
Additional equity lines (promotion-related)	2,952; 4,723	5,904; 9,446	HRCC noted prorated promotional awards; classification per table

Equity Ownership & Alignment

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

Category	Count/Value
Common stock beneficially owned (shares)	22,823
Options exercisable within 60 days (shares)	12,150
Restricted/deferred stock units (vested, delivery >60d)	19,829
Unvested time-based stock units (#)	54,324; Market value $5,387,295
Unearned performance units not yet vested (#)	44,631; Market/payout value $4,426,014
Outstanding options (strike; expiry)	12,150 at $49.7550; exp 02/14/2027

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):

Scenario	Total	Components (selected)
Involuntary Not-for-Cause (Not CIC)	$4,996,645	Base salary $1,905,264; Short-term incentive $1,905,264; Incremental retirement $1,125,571; Post-employment health & welfare $60,546; Life insurance $1,905,300
Involuntary Not-for-Cause or Good Reason (CIC)	$9,172,565	Base salary $2,857,896; Short-term incentive $2,874,860; PSP prorated awards $741,084 (2023–2025); $1,468,508 (2024–2026); Incremental retirement $1,139,399; Post-employment health & welfare $90,818; Life insurance $1,905,300
Death	$1,905,300	Life insurance
Disability	—	Not specified beyond table

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:

Plan	Years of Accumulated Benefit	Present Value	2024 Activity
Retirement Plan (Title IV)	32	$1,604,276	—
Key Employee Supplemental Retirement Plan (KESRP)	32	$8,119,776	—
DCMP (Aggregate Balance at FYE)	—	$321,840	Company contrib. $57,313; earnings $9,188
KEDCP (Aggregate Balance at FYE)	—	$274,126	Earnings $7,058

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 .