Timothy Leach

About Timothy A. Leach

Timothy A. Leach (age 65) is a ConocoPhillips director since January 2021 and currently serves as Advisor to the Chief Executive Officer (appointed May 2022). He previously led Concho Resources Inc. as Chairman and CEO from its formation in February 2006 until its acquisition by ConocoPhillips in January 2021, and served as Concho’s President from July 2009 to May 2017 . He is an employee-director at ConocoPhillips (not a non-employee director), and therefore does not receive separate director fees .

Past Roles

Organization	Role	Tenure	Committees/Impact
ConocoPhillips	Advisor to the CEO	May 2022–present	Senior advisory role to CEO
ConocoPhillips	Executive Vice President, Lower 48	Not disclosed (prior to May 2022)	Led Lower 48 operations
Concho Resources Inc.	Chairman & CEO	Feb 2006–Jan 2021	Built Permian scale; led public company strategy
Concho Resources Inc.	President	Jul 2009–May 2017	Operational leadership during growth phase

External Roles

Organization	Role	Tenure	Committees/Impact
Texas A&M University System	Board of Regents (Chair 2021–2023)	Regent 2017–2023; Chair 2021–2023	Governance leadership in higher education

Board Governance

Committee assignments: None; Leach is not listed as a member of any standing Board committee .
Independence: Not independent (employee-director); the Board states ten of 12 nominees are independent, and all non-employee directors meet independence standards; employee-directors (e.g., CEO and advisor) are not counted as independent .
Attendance: The Board met 7 times in 2024; each director attended at least 75% of the aggregate of Board and applicable committee meetings .
Engagement: Directors are expected to attend the Annual Meeting; the company anticipates all nominees will participate .

Fixed Compensation

Leach does not receive non-employee director retainer or committee fees; his pay reflects his employee role.

Component	2024 Amount (USD)
Base Salary	$761,396
“Bonus” (non-compete agreement installment)	$1,500,000
Non-Equity Incentive (VCIP)	$758,350
All Other Compensation (perqs, benefits, contributions)	$492,566
Total	$5,776,750

Perquisites and benefits detail (selected items):

Personal aircraft use incremental cost: $181,701
Executive security costs: $73,098
Company contributions to tax-qualified savings plan: $58,650
Company contributions to nonqualified defined contribution plans: $109,936
Other perquisites/personal benefits: $38,988
Tax gross-ups (primarily for company-requested spousal/guest attendance costs): $25,615

Note: The $1.5M “Bonus” reflects the second and final installment under Leach’s non‑compete/non‑solicit/confidentiality agreement disclosed in Exhibit 10.1 to COP’s Q2 2022 Form 10‑Q; repayment is required if breached .

Performance Compensation

Executive award mix and metrics are tightly linked to performance.

Long-Term Awards (Grant Year 2024)	Units / Mix	Grant-Date Value
ERSUP (time-vested RSUs; 3-year cliff vest)	7,164 RSUs	$790,798
PSP 24 (performance stock units; 3-year)	13,350 target PSUs	$1,473,640
PSP 22 Payout (2012–2024 cycle; settled Feb 11, 2025)	44,366 units paid	Settled in cash per plan

Executive long-term mix for executives generally: ~65% PSP (performance-based RSUs) and ~35% ERSUP (time-vested RSUs) .
PSP performance metrics and peers:
- PSP 22 & 23: Relative TSR (60%), Relative Adjusted ROCE (40%)
- PSP 24 & 25: Relative TSR (60%), Relative & Absolute Adjusted ROCE (40%)
- Peer set includes S&P 500 TR (for TSR), APA, Chevron, Devon, Diamondback (select programs), EOG, Exxon, Hess (until acquisition), Occidental, Pioneer (until acquisition), and Marathon Oil (retained for PSP 22 Financial metric) .

2024 VCIP corporate performance metrics and outcomes:

Metric	Weight	2024 Outcome/Payout
Health, Safety & Environmental (HSE)	20%	Not specifically quantified in proxy
Operational (Production/Capital/Costs/Milestones)	30%	Target payout 100%
Financial (Adjusted ROCE absolute & relative)	30%	Combined payout 146% (absolute 198% → 99% weighted; relative 94% → 47% weighted)
Strategic Milestones	10%	150% payout
Energy Transition Milestones	10%	150% payout
Corporate Performance Payout (weighted)	—	120%

Beginning with 2025 VCIP, Energy Transition Milestones are consolidated into Strategic Milestones (total 20% weight) .

Other Directorships & Interlocks

Company/Organization	Role	Status
Public company boards	—	None disclosed for Leach
Texas A&M University System	Chair, Board of Regents	2021–2023 (Regent 2017–2023)

Interlocks/transactions review: COP reviewed ordinary-course transactions for certain directors; none disclosed for Leach beyond his dual employee/director status .

Expertise & Qualifications

Extensive CEO and senior officer experience leading a public E&P company (Concho), with deep industry, financial reporting, regulatory/government, sustainability, human capital management credentials .
Board notes his “valuable expertise in strategic leadership of a public company” and extensive industry experience .

Equity Ownership

Measure	Amount
Total common stock beneficially owned	462,780 shares
Options exercisable within 60 days	None
Restricted/Deferred Stock Units (vested/deferred within 60 days criteria)	14,099 units
Unvested RSUs (ERSUP + PSP 22 target units at 12/31/24)	73,195 units (incl. 20,179 ERSUP 2022; 7,007 ERSUP 2023; 7,091 ERSUP 2024; 38,918 PSP 22 target) with market value $7,258,755 at $99.17/share
Unearned PSUs (ongoing PSP cycles at 12/31/24)	27,289 target units (13,562 PSP 23; 13,727 PSP 24) with market value $2,706,237 at $99.17/share
Shares acquired on award vesting (2024)	273 shares; realized value $30,935 (withheld for taxes)
Pledging/Hedging	Prohibited for all employees
Ownership as % of shares outstanding	Not individually disclosed; directors and executives as a group own <1%

Governance Assessment

Positive signals
- Strong performance linkage in incentive design (VCIP/PSP tied to ROCE, TSR, and strategic/energy transition milestones) and robust clawback policy; peers and metrics refreshed as programs evolve .
- Extensive operational leadership and industry expertise directly relevant to COP’s portfolio and strategy .
- Annual board evaluations, director education, and stockholder engagement (including responsiveness to compensation and sustainability topics) support board effectiveness .
Potential conflicts and red flags
- Independence: Leach is an employee-director and thus not independent; he holds no committee assignments, limiting independent oversight contribution relative to non-employee directors .
- Perquisites and tax gross-ups: Material personal aircraft use costs and tax gross-ups are shareholder-unfriendly features; while disclosed and limited to certain circumstances, they elevate optics risk ($181,701 aircraft; $25,615 tax gross-ups) .
- Transition payments: The $1.5M non-compete/non‑solicit installment underscores ongoing contractual ties post-Concho acquisition; while standard in M&A transitions, investors should monitor future advisory role scope and pay outcomes .
Attendance and engagement
- Met the minimum attendance threshold (≥75% of meetings); expect Annual Meeting participation in line with board policy .

Overall, Leach’s executive-aligned compensation and employee-director status reduce independence but bring significant E&P leadership expertise; pay programs are performance-oriented with clear metrics, though perquisite/tax features warrant continued monitoring for governance optics .