Carlos Gutierrez
Director at OXY
Board
About Carlos M. Gutierrez
Carlos M. Gutierrez is an independent director of Occidental (OXY), age 71, serving since 2009, with committee roles on Audit, Corporate Governance & Nominating, and Sustainability & Shareholder Engagement; he is a former U.S. Secretary of Commerce and former CEO/Chairman of Kellogg Company, and most recently co-founded and led EmPath, Inc. . His background includes senior advisory and financial roles at APCO Worldwide and Citigroup, and global commercial diplomacy leadership at Albright Stonebridge Group; current external board service includes MetLife, Inc., with former service at Exelon Corporation within the past five years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Commerce | Secretary of Commerce | Feb 2005 – Jan 2009 | Advanced economic relationships and trade with foreign governments and business leaders . |
| Kellogg Company | President & CEO (1999–2005); Chairman (2000–2005) | 1999 – 2005 | Led global operations across Latin America, Canada, Asia, and U.S.; public company executive experience . |
| EmPath, Inc. | Co-Founder; Executive Chairman & CEO | Jul 2020 – Oct 2024 | Led skills intelligence software technology company . |
| Albright Stonebridge Group | Co-Chair | Apr 2013 – Jul 2020 | Commercial diplomacy and strategic advisory leadership . |
| Citigroup Inc. | Vice Chairman, Institutional Clients Group; Senior Strategic Advisory Group | 2011 – Feb 2013 | Capital markets and investor relations expertise . |
| APCO Worldwide | Chairman, Global Political Strategies division | 2010 | Government, legal & regulatory experience . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| MetLife, Inc. | Director | Current | Current public company directorship . |
| Exelon Corporation | Director | Former (within past 5 years) | Former public company directorship . |
| George W. Bush Institute | Human Freedom Advisory Council Member | Current | Policy and governance advisory . |
| Bo’ao Forum for Asia | Member | Current | International experience and global policy network . |
| Tent Partnership for Refugees | Advisory Council Member | Disclosed in 2024 proxy | Social responsibility leadership . |
| The Dream.US | Co-Founder | Disclosed in 2024 proxy | Scholarship fund for undocumented students . |
Board Governance
- Independence: The Board affirms Gutierrez’s independence under NYSE standards; 9 of 10 nominees are independent .
- Committee assignments (2024 meetings shown): Gutierrez is a member of Audit (4), Corporate Governance & Nominating (3), and Sustainability & Shareholder Engagement (3); not a chair .
- Attendance and engagement: The Board held 7 meetings in 2024; each director attended more than 85% of aggregate Board and committee meetings on which they served and all directors attended the 2024 Annual Meeting; independent directors held 5 executive sessions .
| Committee | Membership | Chair? | Meetings in 2024 |
|---|---|---|---|
| Audit | Member | No | 4 . |
| Corporate Governance & Nominating | Member | No | 3 . |
| Sustainability & Shareholder Engagement | Member | No | 3 . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $110,000 | $118,750 . |
| Stock Awards ($) | $200,051 | $225,043 . |
| Total ($) | $310,051 | $343,793 . |
- Program design: For 2024, annual cash retainer was set at $125,000 for non-employee directors and $155,000 for the Chairman; annual equity award levels were $225,000 for non-employee directors and $405,000 for the Chairman; an additional annual equity award of $25,000 is granted for each committee chair role . Directors may elect to receive annual equity grants as common stock or deferred stock units; 2024 grant-date fair value used NYSE closing price of $64.39 on May 3, 2024 .
Performance Compensation
- Director equity is an annual grant (time-based) rather than performance-based; directors choose common stock or deferred stock units; no director-specific performance metrics are disclosed for equity awards .
- Alignment policies applicable to directors: Anti-hedging policy prohibits directors from engaging in transactions designed to hedge or offset Occidental equity; meaningful stock ownership guidelines require at least six times the annual cash retainer within five years, with holding and sale restrictions until guidelines are met .
Other Directorships & Interlocks
| Company | Relationship to OXY | Potential Interlock/Conflict Notes |
|---|---|---|
| MetLife, Inc. | External public board | No related-party transactions involving Gutierrez are disclosed; Governance Committee administers related party policy . |
| Exelon Corporation | Former external public board | Prior role; no related-party transactions involving Gutierrez are disclosed; Governance Committee administers related party policy . |
Expertise & Qualifications
- Core competencies: Executive Compensation; Financial Reporting/Accounting; Government, Legal & Regulatory; International Experience; Investor Relations; Public Company Executive Experience; Risk Management .
- Board-level competency coverage: The Board’s skills matrix highlights deep coverage across HSE & Sustainability, Finance/Capital Markets, Financial Reporting/Accounting, and Risk Management among nominees .
Equity Ownership
| Holder | Common Stock | Options (Exercisable ≤60 days) | Warrants (Exercisable ≤60 days) | Total Beneficial Ownership | Percent of Outstanding |
|---|---|---|---|---|---|
| Carlos M. Gutierrez | 65,740 | — | — | 65,740 | <1% . |
- Restricted/Deferred holdings: Includes 36,329 shares subject to sale/transfer restrictions (restricted shares or deferred stock units) .
- Estate planning: Excludes 23,533 shares gifted to a grantor retained annuity trust with an independent trustee .
- Ownership policy: Directors must maintain ownership equal to at least six times the annual cash retainer within five years; as of March 1, 2025, all non-employee directors were in compliance or on track .
- Hedging/Pledging: Directors are prohibited from hedging Occidental securities; restricted stock may not be pledged or transferred during the restricted period .
Governance Assessment
- Strengths: Independent status; multi-committee membership (Audit, Governance, Sustainability); strong attendance (>85% of meetings) and engagement (site visits, executive sessions); meaningful ownership guidelines and anti-hedging policy supporting alignment .
- Compensation mix: Majority equity-based annual grants alongside fixed cash retainer; chair premiums limited to committee chairs (Gutierrez not a chair), which moderates guaranteed pay escalation .
- Tenure and refresh: Director since 2009, contributing experience and institutional knowledge; Board highlights active refresh (∼45% of independent directors first elected in past 5 years; 80% of committee chairs rotated), balancing tenure with renewal .
- Conflicts and related-party oversight: Governance Committee administers a formal related party transaction policy; no Gutierrez-specific related-party transactions are disclosed in the proxy; anti-hedging policy further mitigates misalignment risk .