Andrew Gould
Director at OXY
Board
About Andrew Gould
Andrew Gould (age 78) is an independent director of Occidental Petroleum (OXY) since 2020. He is the former Chairman and CEO of Schlumberger (2003–2011), and at OXY he chairs the Sustainability & Shareholder Engagement Committee and serves on the Audit and the Environmental, Health & Safety (EHS) Committees; the Board has determined every Audit Committee member (including Gould) is an “audit committee financial expert.” He holds an undergraduate degree in Economic History from Cardiff University and is a Chartered Accountant (ICAEW).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schlumberger Limited | Chairman & Chief Executive Officer | 2003–2011 | Led a leading oilfield services company through industry cycles and technology transitions |
| BG Group | Non‑Executive Chairman; Interim Executive Chairman | 2012–2016; Interim in 2014 | Led board during strategic transition until sale to Royal Dutch Shell |
| UK Prime Minister’s Council for Science & Technology | Member | 2004–2007 | Energy/technology policy advisory role |
| U.S. National Petroleum Council | Vice‑Chairman Technology (2007 report) | 2007 | Contributed to “Facing the Hard Truths about Energy” report |
External Roles
| Organization | Role | Status / Notes |
|---|---|---|
| CSL Capital Management | Partner | Energy services-focused private equity (current) |
| Kayrros | Chair, Advisory Board | Advanced data analytics (current) |
| BCG Center for Energy Impact | Chair, International Advisory Board | Strategic energy advisory (current) |
| U.S. National Petroleum Council | Member | Policy advisory (current) |
| Saudi Aramco | Director | Former public company directorship within last 5 years |
Board Governance
- Committee assignments: Chair, Sustainability & Shareholder Engagement; Member, Audit; Member, Environmental, Health & Safety. Audit Committee members are independent and designated “audit committee financial experts.”
- Independence: The Board affirmed all nominees other than the CEO are independent; all board committees are composed entirely of independent directors.
- Attendance and engagement: The Board held 7 meetings in 2024; each director attended >85% of aggregate Board and committee meetings. Independent directors held five executive sessions; all directors attended the 2024 annual meeting. As Chair of Sustainability & Shareholder Engagement, Gould oversees the shareholder engagement program; OXY engaged holders of >50% of outstanding shares in 2024, with independent director participation.
- Committee activity levels (2024): Audit (4); EHS (4); Sustainability & Shareholder Engagement (3).
Fixed Compensation
| Component | 2024 Amount / Terms |
|---|---|
| Fees Earned or Paid in Cash (Andrew Gould) | $118,750 |
| Stock Awards (Grant‑date fair value, Andrew Gould) | $250,026 (includes $25,000 additional annual equity for committee chair) |
| Total (Andrew Gould) | $368,776 |
| Program Terms (Non‑Employee Directors) | Annual cash retainer $125,000; Chairman of the Board cash retainer $155,000; Annual equity $225,000 (non‑employee directors); Vice Chair equity $275,000; Chairman equity $405,000; Committee chair additional annual equity $25,000; No meeting fees. Program restored to 2019 levels in May 2024 (Chair equity increased to align with market). |
- All Other Compensation features available to directors: charitable matching gift program (cap $7,500); reimbursement of Board-related travel; certain 2024 “All Other Compensation” amounts included spousal travel expenses.
Performance Compensation
- Non‑employee director equity is not performance‑conditioned. Directors may elect common stock or deferred stock units (DSUs); awards are fully vested at grant but subject to transfer/settlement conditions. 50% of common stock becomes transferable upon the earlier of three years from grant or separation; remaining 50% upon separation. For DSUs, 50% settle upon the earlier of three years or separation; remaining 50% at separation. Awards accelerate on certain change‑in‑control events. 2024 equity valued using $64.39 closing price on May 3, 2024.
Other Directorships & Interlocks
| Company | Role | Period |
|---|---|---|
| Saudi Aramco | Director (former within last 5 years) | Not specified (former) |
- No current public company directorships were disclosed for Gould beyond OXY in the 2025 proxy; private/advisory roles are listed above.
Expertise & Qualifications
- Core competencies highlighted by OXY: EHS & Sustainability; Executive Compensation; Finance/Capital Markets; Financial Reporting/Accounting; Industry Background; International Experience; Investor Relations; Public Company Executive Experience.
- Audit expertise: Identified as an Audit Committee “financial expert” by Board designation (applies to all Audit Committee members).
Equity Ownership
| Holder | Common Stock | Options Exercisable within 60 Days | Warrants Exercisable within 60 Days | Total Beneficially Owned | Notes |
|---|---|---|---|---|---|
| Andrew Gould | 35,990 | — | 2,351 | 38,341 | Includes 19,859 restricted shares/DSUs subject to transfer/settlement conditions; <1% of outstanding. |
- Director stock ownership guidelines: 6x annual cash retainer within 5 years with a holding requirement; as of March 1, 2025, all non‑employee directors were in compliance or on track. Hedging transactions by directors are prohibited.
Governance Assessment
- Strengths and signals supporting investor confidence:
- Deep industry and international operating experience (former Schlumberger CEO/Chair), with strong financial and audit credentials; designated audit committee financial expert.
- Serves as Chair of Sustainability & Shareholder Engagement during a period of extensive investor outreach (>50% of shares engaged in 2024).
- High attendance standard met (>85% in 2024); Board maintains independent leadership structure and robust evaluation/refreshment practices.
- Majority of director compensation in equity with multi‑year transfer/settlement conditions; meaningful ownership guideline (6x retainer) enhances alignment.
- Shareholders showed strong support for OXY’s say‑on‑pay (≈97% approval in 2021–2024), indicating broad support for the Board’s pay‑for‑performance design.
- Conflicts/related‑party exposure:
- OXY’s Governance Committee administers a formal Related Party Transactions Policy; 2024 related‑party items disclosed did not involve Gould personally. No Gould‑specific related‑party transactions were disclosed.
- RED FLAGS:
- None disclosed specific to Gould (no pledging/hedging allowed; no reported related‑party transactions; committees entirely independent).