Ryan Lance

About Ryan Lance

Ryan M. Lance, 62, has served as Chairman and Chief Executive Officer of ConocoPhillips since May 2012 and has been a director since April 2012, with ~12 years’ CEO tenure as of 2024 . Under his leadership, COP delivered 2024 earnings of $9.2B, cash from operations of $20.3B, free cash flow of $8.2B, and production of 1,987 MBOED, with cash-adjusted ROCE of 14.9% . Over the 2022–2024 PSP period, COP’s three-year TSR was ~15.8% (51st percentile), driving a 114% formulaic payout on long-term incentives, while 2024 VCIP paid at 120% of target on HSE, operational, financial (absolute/relative ROCE), strategic, and energy transition metrics .

Past Roles

Organization	Role	Years	Strategic impact
ConocoPhillips	SVP, Exploration & Production — International	May 2009–May 2012	Global E&P leadership across international portfolio
ConocoPhillips	President, E&P — Europe, Asia, Africa, Middle East	Sep 2007–Apr 2009	Led multi-region upstream operations
ConocoPhillips	SVP, Technology	Feb 2007–Sep 2007	Technology leadership
ConocoPhillips	SVP, Technology & Major Projects	2006–2007	Oversaw technology and major capital projects
ConocoPhillips	President, Downstream Strategy, Integration & Specialty Businesses	2005–2006	Drove downstream strategy and integration

External Roles

Organization	Role	Years	Notes
Freeport-McMoRan, Inc.	Director	Current	Public company directorship

Fixed Compensation

Multi-year compensation (Summary Compensation Table):

Metric (USD)	2022	2023	2024
Salary	$1,685,833	$1,742,500	$1,791,833
Stock Awards	$14,308,868	$14,842,125	$15,416,811
Non-Equity Incentive Plan Compensation	$3,425,614	$3,737,663	$3,547,830
Change in Pension Value and NQDC Earnings	—	—	$1,829,311
All Other Compensation	$552,024	$448,385	$530,499
Total	$19,972,339	$20,770,673	$23,116,284

Additional 2024 details:

Base salary increased to $1.8M effective Mar 1, 2024 (annualized base $1.8M as of 12/31/24) .
All Other Compensation (selected items): personal use of aircraft $125,592; company-requested business-related aircraft usage $97,068; matching gifts $5,000; other perqs $77,749; tax/financial planning $15,750; executive group life premiums $10,773; tax gross-up on certain perqs $19,465; company DC plan match $37,950; company contributions to non-qualified DC plans $141,152; total $530,499 .

Performance Compensation

2024 annual incentive (VCIP) — metric design and outcome:

Metric	Weight	Highlights/Result	Payout	Weighted Payout
HSE	20%	Top quartile TRR; fewer PSE vs. 2023; increase in serious incidents incl. one fatality	80%	16%
Operations	30%	Production 1,955 MBOED vs. 1,941 target (~+1%); capital $11.8B (~3% above target); O&O costs $9.2B (~2% above); most milestones achieved	100%	30%
Financial (Abs. & Rel. Adjusted ROCE)	30%	Absolute 14.9% → 198% (99% weighted); Relative 48th percentile → 94% (47% weighted)	146%	44%
Strategic Milestones	10%	Closed Marathon Oil acquisition; advanced LNG strategy; sustainability risk mitigations; DEI framework rollout	150%	15%
Energy Transition Milestones	10%	Achieved emissions intensity and abatement targets; projects under budget; advanced low-carbon opportunities	150%	15%
VCIP Corporate Payout	—	—	—	120% of target

2024 VCIP payout for Lance:

Eligible earnings $1,791,833; target VCIP 165%; corporate payout 120%; total payout $3,547,830 .

Long-term incentive (PSP 22; 2022–2024):

Metric	Weight	Result	Payout	Weighted Payout
Relative TSR	60%	3-yr TSR ~15.8%; 5th in peer set (51st percentile)	102%	61%
Relative Adjusted ROCE	40%	4th in peer set (61st percentile)	132%	53%
PSP 22 Total	—	—	—	114% of target

PSP 22 payout units to Lance: 129,068 units, settled in cash (restrictions lapsed Feb 11, 2025) .

2024 equity grants (at target):

Type	Shares	Grant-date Fair Value
PSP 24 (2024–2026)	90,781	$10,020,861
Executive RSU Program (ERSU)	48,883	$5,395,950

Vesting schedules and design:

PSP: 3-year performance; payouts 0–200% based on Relative TSR (60%) and Adjusted ROCE (relative and absolute from 2024 onward) (40%); settled in cash; restrictions lapse ~3 years post-grant (with certain exceptions) .
ERSU: time-vested RSUs with 3-year cliff vest; settle in stock; dividend equivalents accrue at same rate as common dividends .

Equity Ownership & Alignment

Ownership and awards (as of Feb 18, 2025):

Item	Amount
Common stock beneficially owned	147,557 shares (includes 74,732 in Lance Family Trust)
Options exercisable within 60 days	1,326,700
Restricted/Deferred Stock Units	286,108

Outstanding stock options (as of 12/31/2024):

Tranche	Options Exercisable	Exercise Price	Expiration
Grant A	819,900	$33.125	02/16/2026
Grant B	506,800	$49.755	02/14/2027

2024 equity transactions:

Transaction	Amount
Options exercised (shares)	607,000
Value realized upon option exercise	$34,395,131
Stock awards vested (shares)	457,673
Value realized upon vesting	$50,790,863

Alignment policies and status:

Stock ownership guideline: CEO = 8x base salary; all NEOs exceed guidelines .
Anti-pledging/anti-hedging: Pledging, hedging, short sales, margin accounts prohibited for directors/officers/employees .
Ownership as a group: officers and directors collectively own <1% of shares outstanding .

Employment Terms

Contracts, clawbacks, severance, change-in-control:

No employment agreements for NEOs .
Clawback policy (Dodd-Frank/NYSE compliant; recoupment upon restatement or detrimental activity); restated Oct 2, 2023 .
Executive Severance Plan (CPESP): if terminated not-for-cause, lump sum of 1.5x–2x base + target VCIP; added credited age/service for pension; 1.5x–2x welfare benefits; pro rata VCIP; equity treated as “layoff” (partial/full vesting per grant age) .
Change-in-Control Severance Plan (CICSP): if terminated within 2 years post-CIC (without cause/for good reason), lump sum of 2x–3x base + higher of target or 2-yr avg VCIP; added pension credit of 2–3 years; 2x–3x welfare benefits; pro rata VCIP; no excise tax gross-ups; equity is double-trigger (accelerate only upon CIC plus qualifying termination if awards assumed) .

Quantified incremental benefits for Lance (assuming termination on 12/31/2024):

Scenario	Base Salary	Short-term Incentive	PSP Ongoing Periods	Post-employment Health & Welfare	Life Insurance	Total Incremental
Involuntary Not-for-Cause (non‑CIC)	$3,600,000	$5,940,000	—	$113,801	—	$9,653,801
Termination After CIC (inv. not-for-cause or good reason)	$5,400,000	$10,744,915	$3,018,331 (PSP 23) + $6,171,311 (PSP 24)	$170,702	—	$25,505,259
Death	—	—	—	—	$3,600,000	$3,600,000
Disability	—	—	—	—	—	—

Deferred compensation and pension:

KEDCP/DCMP balances (12/31/2024): KEDCP $13,526,379; DCMP $3,596,796 .
Pension present value (12/31/2024): ConocoPhillips Retirement Plan (Title I) $2,082,706; KESRP $51,833,174; 41 years credited service .

Board Governance and Director Service

Roles: Chairman and CEO; Director since April 2012; Executive Committee Chair (committee members: Joerres, Murti, Niblock, Seaton) .
Board structure: Combined Chair/CEO with independent Lead Director (Robert A. Niblock, since May 2019); 10 of 12 nominees independent; executive sessions of non-employee directors at each regularly scheduled meeting .
Board activity: Board met 7 times in 2024; each director attended ≥75% of aggregate Board/committee meetings .
Committee independence: Audit & Finance; Human Resources & Compensation; Public Policy & Sustainability; and Directors’ Affairs comprised solely of independent directors .
Other public board service: Lance serves on Freeport-McMoRan, Inc. .
Director compensation: Employee directors (Lance) receive no additional pay for Board service .

Compensation Structure Observations

Mix and at-risk pay: >90% of CEO 2024 target pay is performance-based; long-term, stock-linked incentives dominate .
Metric evolution: From 2024, financial metric includes absolute and relative Adjusted ROCE; VCIP consolidates Energy Transition Milestones into Strategic Milestones starting 2025 (total 20% weight) .
Options vs RSUs: Stock option grants discontinued after 2017; long-term incentives now PSP (performance RSUs, cash-settled) and ERSU (time-vested RSUs) .
Say-on-pay: More than 95% support in 2024, indicating broad shareholder endorsement of pay design .
Ownership alignment controls: 8x salary CEO guideline; anti-pledging/hedging; clawback policy; no CIC excise tax gross-ups .

Equity Ownership & Trading Signals

Significant exercisable options (1.33M) with tranches expiring 2026–2027 could create periodic exercise/sale activity; in 2024, Lance exercised 607,000 options (value realized ~$34.4M) and had ~$50.8M value realized on vesting of stock awards .
Large unvested/ongoing PSP and ERSU holdings (e.g., 286,108 RSUs; PSP 23/24 target units outstanding) suggest multi-year retention hooks and potential future settlements, though PSP is cash-settled .
Pledging/hedging prohibited, reducing alignment and margin-call risk; all NEOs exceed ownership guidelines .

Compensation Peer Group (Benchmarking context)

Compensation reference group includes 11 energy names (e.g., APA, Chevron, Devon, EOG, Exxon, Oxy, Phillips 66, Halliburton, SLB, Marathon Petroleum, Valero) and 11 similarly sized industrials (e.g., 3M, Caterpillar, Honeywell) to target ~50th percentile pay levels .

Employment & Retention Risk

No employment agreement; retention relies on at-risk equity, pension value, deferred comp, and severance protections .
CIC double-trigger and 3x multiples (base + VCIP) provide meaningful protection but are standard among large-cap energy peers; no excise tax gross-ups .

Investment Implications

Pay-for-performance appears robust: VCIP uses balanced operational/financial/strategic metrics including absolute and relative ROCE; PSP combines relative TSR and Adjusted ROCE, with formulaic matrices; say-on-pay >95% underscores investor support .
Insider selling pressure watch: Large option expiries (2026–2027) and substantial exercises in 2024 indicate possible periodic liquidity events; however, anti-pledging/hedging and ownership guidelines mitigate alignment concerns .
Retention risk low near term: Significant ongoing PSP/ERSU, sizable pension/deferred balances, and standard severance/CIC protections incentivize continuity through multi-year cycles .
Governance of dual role: Combined Chair/CEO is counterbalanced by a seasoned Lead Independent Director, fully independent key committees, and regular executive sessions; Board reaffirmed this structure in 2024 review .

Notes on ESG-linked pay: Energy transition measures are embedded in incentives (consolidated into Strategic Milestones from 2025), and the Board reports ongoing investor support for this linkage .