Robert Niblock

About Robert A. Niblock

Robert A. Niblock (age 62) is ConocoPhillips’ Lead Director and an independent director since February 2010; he has served as Lead Director since May 2019. He is the former Chairman, President, and CEO of Lowe’s Companies, Inc., and previously held CFO and other senior finance roles at Lowe’s after nine years with Ernst & Young, bringing deep financial reporting and large-company operating expertise to COP’s board .

Past Roles

Organization	Role	Tenure	Committees/Impact
Lowe’s Companies, Inc.	Chairman, President & CEO	2005–2018	Led a Fortune 50 company; prior roles included VP/Treasurer, SVP, EVP & CFO, adding significant finance and operating discipline .
Ernst & Young	Audit/Assurance Professional	~9 years (pre-1993)	Developed accounting and audit expertise foundational to audit-quality oversight .

External Roles

Organization	Role	Tenure	Committees/Impact
Lamb Weston Holdings, Inc.	Director	Current	Board service provides cross-industry perspective; no COP-related party transactions disclosed with Lamb Weston .
PNC Financial Services Group, Inc.	Director	Current	Banking/financial services governance expertise; no COP-related party transactions disclosed with PNC .
Retail Industry Leaders Association	Board/Leadership (Chair, Vice Chair, Secretary)	2003–2018	Industry advocacy leadership; governance and policy exposure .

Board Governance

Role: Lead Independent Director; responsibilities include presiding over executive sessions, liaising between independent directors and the Chair/CEO, approving board agendas/schedules, calling meetings of non-employee directors, coordinating evaluations, and engaging with stockholders upon request .
Independence: The board is majority independent; Niblock is classified independent and serves on fully independent committees .
Committees (2025 assignments and 2024 activity):
- Committee on Directors’ Affairs (Chair): 5 meetings in 2024; oversees director selection, board evaluations, non-employee director compensation, and governance risk .
- Human Resources & Compensation Committee (Member): 8 meetings in 2024; oversees executive pay, succession, human capital strategy; co-evaluates CEO performance with Lead Director .
- Executive Committee (Member): 0 meetings in 2024; acts between board meetings on certain matters .
Attendance: The board met 7 times in 2024; each director attended at least 75% of board and applicable committee meetings .
Engagement: As Lead Director, Niblock participated directly in investor outreach meetings in 2024 at the request of a top institutional holder .

Fixed Compensation

Component (2024)	Amount	Notes
Annual cash retainer	$115,000	Standard non-employee director cash retainer .
Lead Director fee	$50,000	Additional cash for Lead Director responsibilities .
Committee chair fee (Directors’ Affairs)	$20,000	Chair premium for CDA .
Committee member fees	$7,500 (HRCC); $5,000 (CDA)	Member fees per committee (Executive Committee has no fee) .
Equity grant (RSUs)	$220,000	Fully vested at grant; transfer restrictions; dividend equivalents in RSUs .
Total 2024 compensation (reported)	$423,111	Fees earned/pd in cash $193,072; stock awards $220,039; all other compensation $10,000 .
Cash/equity mix election	50% of cash taken in RSUs	Niblock elected to receive 50% of cash in restricted stock units (alignment) .
Matching Gift Program	$10,000	Company matches director charitable giving up to $10,000 annually .

Performance Compensation

No performance-based director compensation. Non-employee director equity grants are time-based RSUs that are fully vested at grant but subject to transfer restrictions; restrictions lapse per director election or upon retirement, disability, death, or change-in-control (forfeiture possible for cause) .

Other Directorships & Interlocks

Company	Relationship to COP	Independence/Transactions
Lamb Weston Holdings, Inc.	External board	No reportable COP related-party transactions disclosed involving Niblock; independence affirmed .
PNC Financial Services Group, Inc.	External board	No reportable COP related-party transactions disclosed involving Niblock; independence affirmed .

Expertise & Qualifications

CEO/Senior Officer leadership of a large public company (Lowe’s) enabling practical oversight of strategy, risk, operations, and change management .
Financial reporting and audit literacy developed through senior finance roles and Ernst & Young experience; contributes to capital markets acumen .
Public company board service across sectors; human capital management experience; governance leadership as Lead Director .
Board skills matrix identifies Niblock with CEO/senior officer, financial reporting, public company board service, and human capital management strengths .

Equity Ownership

Item	Amount/Status	Notes
Restricted/Deferred stock units held	91,432 units	As of Feb 18, 2025; units are deferred/RSUs subject to plan terms .
Common stock beneficially owned	Not shown	COP’s table lists Niblock’s restricted/deferred units; common stock holding not separately disclosed .
Stock options exercisable (60 days)	None	No options reported exercisable within 60 days .
Ownership as % of shares outstanding	~0.007%	91,432 ÷ 1,264,165,351 shares outstanding (as of Mar 21, 2025) .
Director ownership guideline	Meets/exceeds	Directors must own the aggregate of 5 annual equity grants within 5 years; all directors meet/exceed .
Pledging/Hedging	Prohibited	COP policy prohibits pledging, margin, and hedging for directors/officers/employees .
Clawback/forfeiture	Forfeiture for cause	Director RSUs may be forfeited for cause before restrictions lapse .

Governance Assessment

Strengths
- Lead Independent Director with robust authorities enhances oversight, agenda control, and accountability; annual evaluation of leadership structure supports continued independence .
- Deep large-cap CEO and financial reporting background strengthens board effectiveness on strategy and risk; service on independent committees (HRCC, CDA; Executive) reinforces governance credibility .
- Compensation alignment: majority of director pay in equity; personal election to take 50% of cash in RSUs increases skin-in-the-game; total compensation is transparent and within plan limits .
- Stock ownership guidelines met/exceeded; anti-pledging/anti-hedging policy reduces misalignment risk .
- Investor engagement: direct participation by Lead Director; 2024 say-on-pay received >95% support, signaling investor confidence in pay-program governance .
Potential risks/considerations
- Attendance disclosure is at least 75% aggregate for all directors; individual rates are not provided—monitor for sustained high attendance and committee workload balance .
- External board seats (PNC Financial, Lamb Weston) require ongoing independence review; COP’s annual independence process found relationships immaterial and in ordinary course for named directors, with no reportable related-party transactions involving Niblock .
Red flags: None material disclosed for Niblock. No related-party transactions; no tax gross-ups to Niblock; no pledging; director equity subject to forfeiture for cause .

Overall, Niblock’s governance profile—lead independent role, finance-operating expertise, equity alignment, and investor engagement—supports board effectiveness and investor confidence, with low conflict risk based on disclosed independence and related-party reviews .