Jack Moore
Chairman of the Board at OXY
Board
About Jack B. Moore
Independent Chairman of the Board of Occidental since September 2022; director since 2016. Age 71. Former President & CEO (2008–2015) and Chairman (2011–2016) of Cameron International; earlier President & COO (2007–2008) and prior 20+ years in management roles at Baker Hughes. Education: B.B.A., University of Houston; Advanced Management Program, Harvard Business School. Core credentials include executive compensation, industry operations, financial reporting, risk management, and HSE oversight; currently serves on OXY’s Executive Compensation Committee (Chair) and Environmental, Health & Safety Committee. Current public company boards: KBR Inc. and ProPetro Holding Corp.; former public board: Rowan Companies plc .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cameron International | President & CEO | Apr 2008–Oct 2015 | Led global oilfield services company through industry cycle; later acquired by Schlumberger (2016) . |
| Cameron International | Chairman of the Board | May 2011–2016 | Oversaw board until acquisition by Schlumberger . |
| Cameron International | President & COO | Jan 2007–Apr 2008 | Operational leadership prior to CEO role . |
| Cameron International | Various management roles | Joined 1999 | Senior leadership trajectory within operations . |
| Baker Hughes | Various management positions | ~20+ years prior to 1999 | Upstream services leadership foundation . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| KBR Inc. | Director | Current | Public company directorship . |
| ProPetro Holding Corp. | Director | Current | Public company directorship . |
| University of Houston | Board of Regents | Current | Public service/education governance . |
| Genesis Investments | Partner | Current | Private investment role . |
| Rowan Companies plc | Director | Prior 5 years | Former public company board service . |
Board Governance
- Independence: Board determined all nominees other than the CEO are independent; Moore is an independent director .
- Board leadership: Independent Chairman since Sept 2022; responsibilities include setting agendas, chairing executive sessions, liaising with shareholders, and committee leadership recommendations .
- Committees: Chair, Executive Compensation; Member, Environmental, Health & Safety; brief service on Governance (Jan 1–Apr 29, 2024) .
- Meetings/attendance: Board met 7 times in 2024; each director attended >85% of their Board and committee meetings; independent directors held 5 executive sessions chaired by the Independent Chairman .
- Committee meeting cadence (FY 2024): Audit (4), Governance (3), EHS (4), Executive Compensation (3), Sustainability & Shareholder Engagement (3) .
- Shareholder engagement oversight: Sustainability & Shareholder Engagement Committee oversees program; independent directors participated in engagements with holders of >50% of shares in 2024 .
Fixed Compensation (Non‑Employee Director)
| Component | Program Terms (2024–2025 term) | Jack B. Moore 2024 Actual |
|---|---|---|
| Annual Cash Retainer | $125,000 directors; $155,000 Chairman of the Board (paid monthly) | Fees earned: $148,750 |
| Meeting Fees | None | $0 (included in retainer) |
| Committee Chair Fees | $25,000 additional annual equity award per committee chaired | Included in equity (Comp Committee Chair) |
Notes: Non-employee directors receive a mix of cash and stock-based compensation; no option awards, non-equity incentives, or retirement plans for directors .
Performance Compensation (Equity for Directors)
| Equity Element | Structure | 2024 Details for Directors | Jack B. Moore 2024 Actual |
|---|---|---|---|
| Annual Equity Award | Fully vested at grant; delivered as common stock (transfer restrictions) or deferred stock units (deferred settlement); 50% not transferable/settled until earlier of 3rd anniversary or separation; remaining 50% at separation; change in control accelerates transfer/settlement | $225,000 for directors; $405,000 for Chairman; $275,000 for Vice Chair; chair roles add $25,000 equity per committee | Stock awards grant-date fair value $430,061; grant priced at $64.39 per share (NYSE close May 3, 2024) |
| Delivery Elections | Common stock vs. DSUs | In 2024, all non-employee directors except Claire O’Neill elected stock; O’Neill elected DSUs | Elected common stock (by program disclosure) |
Performance metrics: Not applicable to non-employee director equity; awards are not contingent on performance metrics (they are time/transfer-restricted) .
Other Directorships & Interlocks
| Company | Sector/Relation to OXY | Role | Potential Interlock Notes |
|---|---|---|---|
| KBR Inc. | Engineering/Construction | Director | No OXY-related related‑party transactions disclosed involving Moore . |
| ProPetro Holding Corp. | Oilfield services | Director | No OXY-related related‑party transactions disclosed involving Moore . |
Related-party oversight: Governance Committee administers Related Party Transactions Policy; in 2024 it approved (i) a TerraLithium–BHER Minerals JV (Berkshire Hathaway subsidiary; Berkshire is a >5% OXY holder) with ~$75M aggregate capital contributions and (ii) employment of an officer’s son-in-law (<$350k compensation). No director-related transactions were disclosed for Moore .
Expertise & Qualifications
- Former CEO/Chairman of Cameron; deep upstream services operating and international experience; prior career at Baker Hughes .
- Governance/compensation: Core competencies include Executive Compensation, Financial Reporting/Accounting, Risk Management, HSE & Sustainability, and Public Company Executive experience .
- Education: B.B.A. (University of Houston); Harvard AMP; current governance roles at University of Houston Board of Regents .
Equity Ownership
| Holder | Common Stock | Warrants | Total Beneficial | % Outstanding | Restricted/DSUs Included |
|---|---|---|---|---|---|
| Jack B. Moore | 61,592 | 4,798 | 66,390 | <1% | 29,967 restricted/DSUs included in director totals |
Stock ownership alignment policies:
- Director ownership guideline: ≥6x annual cash retainer within five years; as of March 1, 2025, each non-employee director was in compliance or on track .
- Anti-hedging: Directors are prohibited from hedging OXY securities; clawback and holding requirements apply to executive awards and director equity has transfer/settlement restrictions (alignment intent) .
- No pledging disclosure was provided for directors; beneficial ownership table does not report any pledging by Moore .
Governance Assessment
Strengths supporting investor confidence
- Independent Board leadership: Moore as Independent Chairman with clear responsibilities (agenda setting, executive sessions, shareholder liaison) enhances oversight and management accountability .
- Committee leadership: As Compensation Committee Chair, Moore oversees CEO and NEO pay, risk assessments, equity plans, and shareholder feedback integration; Committee also uses an independent consultant (Meridian) for benchmarking and risk review .
- Engagement/attendance: >85% attendance; 7 Board meetings and 5 independent executive sessions in 2024; ongoing director education and site visits indicate engagement with strategic and HSE topics (e.g., DAC/STRATOS, CE Innovation Centre) .
- Ownership alignment: Majority of director pay in equity; strong 6x retainer ownership guideline with compliance/on-track status; director equity transfer/settlement restrictions discourage short-termism .
- Shareholder support for pay: Say‑on‑Pay received ~97% approval in 2021–2024, signaling broad investor support for compensation program under Compensation Committee oversight .
Monitoring items and potential red flags
- Related party sensitivity: While none involve Moore, 2024 related-party items included a JV with a Berkshire Hathaway subsidiary (a >5% holder) and an employee family relationship. Governance Committee reviews such transactions; continued vigilance on conflicts is warranted given large shareholder relationships .
- Workload/overboarding: Moore serves as OXY Chair, Comp Committee Chair, EHS member, and director at two other public companies (KBR, ProPetro). Outside board memberships are considered in nominations, and attendance thresholds were met; investors may monitor time commitments given leadership intensity .
- Equity plan share usage: Board seeks additional LTIP share authorization; prudent administration is key to avoiding dilution concerns while maintaining alignment .
Director Compensation (Detail)
| Name | Fees Earned or Paid in Cash (2024) | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Jack B. Moore | $148,750 | $430,061 | $578,811 |
Program design and 2024 updates:
- 2024 review by Governance Committee with independent consultant (Meridian) restored non-employee director compensation to 2019 levels, except increasing Chairman’s annual equity to be more competitive; no meeting fees; chair roles receive additional $25k equity per committee .
- Grant pricing: $64.39 per share (NYSE close on May 3, 2024); awards delivered in whole shares; 2024 elections: all directors except Claire O’Neill took stock rather than DSUs .
Independence, Attendance & Engagement
- Independence: Board affirms all nominees other than CEO are independent under NYSE standards .
- Attendance: Each director >85% attendance across Board and committee assignments in 2024; all directors attended 2024 Annual Meeting .
- Executive sessions: 5 sessions of independent directors in 2024, chaired by the Independent Chairman .
- Director education: Site visits and briefings on strategy, DAC/STRATOS, and regulatory matters conducted in 2024–2025 .
Related-Party & Policy Safeguards
- Related party policy: Governance Committee reviews, approves, or rejects transactions >$120,000 involving directors/executives/families; 2024 approvals included a JV with Berkshire subsidiary (approx. $75M aggregate capital contributions) and employment of an officer’s son-in-law (<$350k total compensation). No transactions disclosed involving Moore .
- Code of Conduct/Conflicts: Directors must avoid conflicts absent Audit Committee approval; conflicts must be reported to compliance .
- Anti‑hedging/Clawbacks: Directors and employees prohibited from hedging; clawback provisions apply to misconduct; insider trading policy in place .
Committee Assignments & Roles (Current)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Executive Compensation | Chair | 3 |
| Environmental, Health & Safety | Member | 4 |
| Corporate Governance & Nominating | Member (through Apr 29, 2024) | 3 (committee; Moore service partial) |
As Independent Chairman, Moore also manages agendas, executive sessions, and committee leadership recommendations, and serves as the Board’s liaison to shareholders .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approvals: Approximately 97% of votes cast in 2021, 2022, 2023, and 2024 supported the executive compensation program; Compensation Committee considered shareholder feedback in maintaining sustainability metric weightings and performance‑based LTI mix .
- Shareholder engagement: Independent directors participated in meetings during 2024 with investors representing >50% of shares outstanding; engagement topics included strategy, capital allocation, CrownRock integration, STRATOS/DAC, and board composition .
Summary View for Investors
- Board effectiveness: Independent Chair and active committee leadership/refreshment support oversight quality; robust evaluation and education processes promote continuous improvement .
- Alignment: Director equity structure, ownership guidelines (6x retainer), and restrictions enhance long‑term alignment; Moore’s compensation is majority equity .
- Conflicts: No Moore‑specific related‑party transactions disclosed; formal policies and committee oversight address conflict risk; continued monitoring prudent given significant shareholder JV activity in 2024 .