William McRaven

About William H. McRaven

William H. McRaven, age 69, is a retired U.S. Navy four-star Admiral (SEAL) and former Chancellor of the University of Texas System. He has served on the ConocoPhillips Board since October 2018 and is an independent director. McRaven brings global, regulatory/government, and human capital expertise; he currently serves on the Audit & Finance Committee and the Public Policy & Sustainability Committee .

Past Roles

Organization	Role	Tenure	Committees/Impact
U.S. Navy	Four-star Admiral (SEAL); commanded special operations forces (eventually all U.S. Special Operations)	Military career culminating in command of all U.S. Special Operations	National authority on U.S. foreign policy; advised Presidents and U.S. leaders on defense
University of Texas System	Chancellor	Jan 2014 – May 2018	Led one of the nation’s largest systems; ~230,000 students and 100,000 faculty, staff, and healthcare professionals

External Roles

Organization	Role	Status	Notes
Lazard Financial	Senior Advisor	Current	Advisory role
Haveli Investments	Advisory Board	Current	Advisory role
Palantir Technologies Inc.	Advisory Board	Former	Advisory role (former)
Council on Foreign Relations	Member	Current	Public policy and international affairs engagement
National Football Foundation	Member	Current	Non-profit engagement
International Crisis Group	Member	Current	Global policy engagement
The Mission Continues	Member	Current	Veteran-focused non-profit

Board Governance

Committee assignments: Audit & Finance Committee member; Public Policy & Sustainability Committee member (not a chair) .
Independence: McRaven is identified as independent; COP’s governance standards require a substantial majority independent board, and 10 of 12 nominees are independent .
Attendance: The Board met 7 times in 2024; each director attended at least 75% of the aggregate of Board and applicable committee meetings. Committee meetings held in 2024 were AFC: 9; HRCC: 8; DAC: 5; PPSC: 5 .
Engagement: Non-employee directors meet in executive session at each regularly scheduled Board meeting; the Lead Director presides with robust responsibilities codified in guidelines .

Fixed Compensation

Component	Amount	Detail
Annual cash retainer	$115,000	Standard cash compensation for non-employee directors
Committee member fees	$17,500	AFC member: $10,000; PPSC member: $7,500
Fees earned or paid in cash (reported)	$132,500	Actual 2024 cash compensation for McRaven
Other compensation (breakdown)	$29,341	Tax reimbursement gross-up: $2,050; Gifts: $2,975; Other personal accommodations and perquisites: $24,316
Total 2024 director compensation	$381,880	Sum of cash, stock awards, other compensation

Notes:

COP allows directors to elect to receive cash compensation in unrestricted stock or RSUs or to defer into the Director Deferral Plan; McRaven’s 2024 “Fees Earned” reflect his election patterns as reported .
Matching Gift Program provides up to $10,000 annually; McRaven had no matching gift reported in 2024 .

Performance Compensation

Equity Instrument	Grant Mechanics	Value/Units	Vesting/Transfer	Change-in-Control
Restricted Stock Units (RSUs)	Annual grant; fully vested at grant; credited with dividend equivalents as RSUs	2024 stock awards reported: $220,039; annual grant set at $220,000 on 1/15/2024 for active non-employee directors	Transfer restrictions schedule elected by director; restrictions lapse at retirement, disability, death, or change-in-control	Restrictions lapse upon change-in-control unless deferred; forfeiture for cause before lapse

No director stock options or performance share units are granted to non-employee directors (director equity is RSUs only) .

Other Directorships & Interlocks

Company	Role	Interlock/Conflict Note
None disclosed	—	COP’s independence and related-party reviews list ordinary-course relationships for certain directors; McRaven not listed, indicating no reportable related-party exposure

Expertise & Qualifications

Global operations/logistics; regulatory/government expertise; human capital management experience; financial reporting knowledge commensurate with audit committee service .
Skills matrix identifies McRaven’s global and regulatory/government strengths; he serves on oversight committees central to risk, compliance, sustainability, and audit .

Equity Ownership

Metric	Value	Notes
Deferred shares/units outstanding (12/31/2024)	20,490	Aggregate number of deferred shares/units for McRaven
Stock ownership guideline	Required to own stock equal to aggregate annual equity grants received during first five years on the Board	Directors currently meet or exceed guidelines, per COP
Pledging/hedging	Prohibited	Governance best practices prohibit pledging/hedging for employees; directors subject to strong ownership and compliance practices

No disclosure of shares pledged as collateral for McRaven; no related-party transactions involving him were disclosed .

Governance Assessment

Committee placement aligns with governance oversight: McRaven’s roles on Audit & Finance and Public Policy & Sustainability place him at the center of financial integrity, compliance, enterprise risk (including cybersecurity), and environmental/climate oversight—positive for board effectiveness .
Independence and attendance: Identified as independent with Board-level standards and compliance; 2024 attendance thresholds were met across directors, supporting engagement quality .
Ownership alignment: Significant director equity via RSUs and adherence to stock ownership guidelines; deferred shares/units of 20,490 indicate skin-in-the-game, with prohibition on pledging/hedging strengthening alignment .
Compensation structure: Mix is majority equity-based (RSUs at ~$220k vs $132.5k cash), signaling long-term alignment. Notable minor tax gross-up for gift-related imputed income ($2,050) and personal accommodations ($24,316); within policy constraints and not indicative of broader shareholder-unfriendly practices given explicit limits .
Conflicts/related-party exposure: No reportable related-party transactions disclosed for McRaven, and COP’s committee-led reviews found immaterial transactions only for other directors—reducing conflict risk .

Signal for investors: McRaven’s government, logistics, and organizational leadership background complements COP’s risk, compliance, and sustainability oversight. His independent status, committee roles, and equity-heavy pay design support investor confidence; minor tax gross-up and perquisite items are disclosed, limited, and policy-bounded .