Sharmila Mulligan

About Sharmila Mulligan

Independent director of ConocoPhillips since July 2017; age 59. Serves on the Audit and Finance Committee and the Human Resources and Compensation Committee. Former Chief Strategy Officer at Alteryx following its acquisition of ClearStory Data (founder/CEO), with prior executive roles at Aster Data, Opsware (acquired by HP), HP, Netscape, Microsoft, and General Magic—bringing cloud/data analytics and AI/IoT expertise to COP’s Board. COP states all non‑employee directors are independent under NYSE/SEC guidelines; non‑employee directors meet privately in executive session at each regularly scheduled Board meeting.

Past Roles

Organization	Role	Tenure	Committees/Impact
Alteryx	Chief Strategy Officer	Apr 2019 – Aug 2021	Strategy leadership post‑acquisition of ClearStory Data
ClearStory Data	Founder & Chief Executive Officer	Sept 2011 – acquired by Alteryx	Scaling cloud analytics; exit via acquisition
Aster Data Systems	Executive Vice President	2009 – 2011 (acquired by Teradata)	Data systems growth; M&A exposure
Opsware (acquired by HP)	EVP Products & Marketing	2002 – 2007	Enterprise software product leadership
HP Inc.	Vice President, Software Solutions	Prior to 2009	Enterprise software operations
Netscape; Microsoft; General Magic	Product mgmt and VP roles	Not disclosed	Technology operating experience

External Roles

Organization	Role	Tenure	Committees/Impact
Northwestern University	Advisory Board & Board of Visitors	Not disclosed	Academic governance/advisory
University of Richmond	Board of Visitors	Not disclosed	Academic governance
Lattice Engines, Inc.	Director (prior)	Until acquisition	Prior public/private board experience
Various enterprise/consumer tech companies	Advisor & investor	Ongoing	Non‑public advisory/investment roles

Board Governance

Committee	Status	Meetings (FY 2023)	Meetings (FY 2024)
Audit & Finance Committee	Member	9	9
Human Resources & Compensation Committee	Member	7	8

Independence: COP affirms all members of Audit & Finance, HRCC, Public Policy & Sustainability, and Directors’ Affairs are independent; Mulligan is a non‑employee director.
Attendance: Board met 5 times in 2023 and 7 times in 2024; each director attended at least 75% of aggregate Board/committee meetings.
Annual Meeting: All nominees seeking reelection attended the 2024 Annual Meeting (except a newly appointed director); policy expects director attendance.
Lead Independent Director: Robert A. Niblock; Lead Director responsibilities include presiding over executive sessions and liaison roles.
Risk oversight: AFC receives cybersecurity reports multiple times per year; HRCC oversees succession planning and comp risk; Board conducts annual evaluations.
Clawback & anti‑pledging/hedging: HRCC adopted a Dodd‑Frank/NYSE‑compliant Clawback Policy (Oct 2, 2023); COP prohibits pledging/hedging by directors and employees.

Fixed Compensation

Structure (Non‑Employee Directors)	Amount	Notes
Annual cash retainer	$115,000	Payable monthly; election to take in stock/RSUs or defer allowed
Committee member – Audit & Finance	$10,000	Additional cash fee
Committee member – HRCC	$7,500	Additional cash fee
Lead Director	$50,000	Additional cash fee
Committee Chairs (AFC/HRCC/DAC/PPSC)	$35,000 / $27,500 / $20,000 / $27,500	If applicable
International Director fee	$10,000	For directors residing outside U.S.

Mulligan – Cash Compensation	FY 2023	FY 2024
Fees Earned or Paid in Cash	$132,500	$132,500
All Other Compensation	—	—

Director compensation program reviewed annually by Committee on Directors’ Affairs with an independent consultant; program within limits of stockholder‑approved 2023 Omnibus Plan.

Performance Compensation

Equity Component	FY 2023	FY 2024
Annual RSU grant value	$220,050	$220,039

RSU Grant Mechanics	Disclosure
Vesting/transfer	RSUs are fully vested at grant but subject to transfer restrictions; dividend equivalents credited as additional RSUs.
Deferral elections	Director may elect the schedule for lapse of transfer restrictions; may defer receipt; restrictions lapse on retirement, disability, death, or change in control (unless deferral elected).
Forfeiture	RSUs forfeitable for cause prior to lapse of restrictions.
Options	COP discontinued stock options (no director option awards shown).

No performance-based metrics (e.g., TSR/EBITDA targets) are tied to non‑employee director equity; RSU grants are time‑based and value‑fixed.

Other Directorships & Interlocks

Current U.S. Public Company Boards	Role	Notes
None disclosed	—	COP skills matrix lists “Other Current U.S. Public Company Directorships” blank for Mulligan.

Expertise & Qualifications

Technology and data: Cloud computing, scalable data analytics, big data, IoT, AI innovation; prior CEO experience provides strategic leadership.
Board skills matrix: CEO/senior officer, financial reporting, technology, human capital management.

Equity Ownership

As-of Date	Total Common Shares Beneficially Owned	Options Exercisable Within 60 Days	Restricted/Deferred Stock Units
Mar 4, 2024	1,974	—	20,696
Feb 18, 2025	1,974	—	23,230

Director stock ownership guidelines: Each non‑employee director expected to own COP stock equal to aggregate annual equity grants received during first five years; all current directors meet or exceed guidelines.
Anti‑pledging/hedging prohibition applies to directors.

Insider Trades (Form 4)

Transaction Date	Type	Shares	Price	Post‑Transaction Owned
Sep 15, 2023	Open market sale	1,849	$125.19	0 (direct)
Apr 15, 2024	Stock unit conversion/exercise	1,974	$131.32	22,670 (direct)
Jan 15, 2025	Stock units award	2,093	$105.16	23,230 (direct)

Governance Assessment

Board effectiveness: Dual committee service (AFC, HRCC) places Mulligan in core oversight of reporting, cybersecurity, enterprise risk, CEO pay, and succession; committees met 9 and 8 times in 2024, respectively—indicating high engagement cadence.
Independence & attendance: Non‑employee director deemed independent; Board affirms at least 75% attendance in 2023–2024; Annual Meeting attendance policy met in 2024.
Alignment: Majority of director pay in equity ($220k RSUs) versus cash retainer ($115k + committee fees), with firm stock ownership guidelines and anti‑pledging/hedging—positive alignment signals.
Conflicts/related parties: No related‑party transactions disclosed involving Mulligan; COP board independence determination notes any external affiliations are immaterial to COP and the director.
RED FLAGS: None disclosed specific to Mulligan (no tax gross‑ups, perquisite usage, pledging, or option repricing). 2023 open market sale appears ordinary course; COP maintains robust clawback and prohibits hedging/pledging.