Kenneth Robinson
Director at OXY
Board
About Kenneth B. Robinson
Kenneth B. Robinson is an independent director at Occidental Petroleum (OXY), age 70, serving since 2023; he sits on the Audit, Executive Compensation, and Environmental, Health and Safety Committees . He previously served as Senior Vice President of Audit and Controls at Exelon (2016–2020), and held senior roles at Procter & Gamble over nearly 40 years including Chief Audit Executive, Global Risk & Compliance Leader, and VP Finance . He holds a B.S. from Mississippi State University and an MBA from the University of Memphis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exelon Corporation | Senior Vice President, Audit and Controls | 2016–2020 | Led audit and controls oversight |
| The Procter & Gamble Company | Chief Audit Executive; Global Risk & Compliance Leader; VP Finance; VP Global Diversity & Inclusion | Nearly 40-year career (dates not specified) | Enterprise risk, compliance, finance leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Abercrombie & Fitch Co. | Director | Current | Public company board |
| Paylocity Holding Corp. | Director | Current | Public company board |
| Morgan Stanley U.S. Banks | Director | Current | Bank subsidiary board (non-public) |
| IFRS Foundation | Trustee | Current | Standard-setting nonprofit |
| National Underground Railroad Freedom Center Museum | Board member | Current | Nonprofit governance |
Board Governance
- Independence: The Board has determined Robinson is independent under NYSE standards; 9 of 10 nominees are independent .
- Committee assignments: Audit; Executive Compensation; Environmental, Health and Safety; EHS membership effective May 2, 2024 .
- Audit Committee financial expert: All Audit Committee members, including Robinson, are designated “audit committee financial experts” .
- Attendance: In 2024, the Board held seven meetings; each director attended more than 85% of the aggregate Board and committee meetings, and all attended the 2024 Annual Meeting .
- Executive sessions: Independent directors held five executive sessions in 2024, chaired by the Independent Chairman .
| Committee | 2024 Meetings | Robinson Role |
|---|---|---|
| Audit | 4 | Member |
| Executive Compensation | 3 | Member |
| Environmental, Health & Safety | 4 | Member (effective May 2, 2024) |
Fixed Compensation
- Program structure (2024–2025 term): Annual cash retainer $125,000 for non-employee directors; $155,000 for Chairman; annual equity award $225,000 for non-employee directors; $405,000 for Chairman; no meeting fees; $25,000 additional annual equity for each committee chaired .
- Robinson 2024 compensation: Fees Earned $118,750; Stock Awards (grant-date fair value) $225,043; Total $343,793 .
| Compensation Element | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $125,000 (non-employee directors) | Paid monthly; Robinson’s 2024 cash received $118,750 reflecting timing |
| Annual Equity Award | $225,000 (non-employee directors) | Common stock or deferred stock units at director election |
| Committee Chair Additional Equity | $25,000 per committee chaired | Robinson not a chair; no additional chair award |
| Meeting Fees | None | — |
| 2024 Director Compensation (USD) | Fees Earned | Stock Awards | Total |
|---|---|---|---|
| Kenneth B. Robinson | $118,750 | $225,043 | $343,793 |
Award mechanics:
- Common stock awards: Fully vested at grant; transfer restrictions—50% restricted until earlier of 3rd anniversary or separation, remaining 50% restricted until separation; all transferable upon certain change in control events .
- Deferred stock units: Fully vested at grant; 50% payable upon earlier of 3rd anniversary or separation, 50% payable upon separation; accelerated upon certain change in control events .
Performance Compensation
Directors do not receive performance-conditioned equity or bonuses; the non-employee director program excludes options and non-equity incentives .
| Performance-Conditioned Metric | Weight/Target | Vesting/Measurement | Disclosure |
|---|---|---|---|
| Not applicable for non-employee directors | — | Director equity is time/deferred, not performance-based | Program excludes options/NEI |
Other Directorships & Interlocks
| Company | Relationship to OXY | Potential Interlock Notes |
|---|---|---|
| Abercrombie & Fitch Co.; Paylocity Holding Corp. | Unrelated sectors | No supplier/customer relationship disclosed in OXY proxy |
| Morgan Stanley U.S. Banks | Financial services | No related-party transactions disclosed; Governance Committee oversees RPT policy |
Expertise & Qualifications
- Core competencies: Environmental, Health, Safety & Sustainability; Executive Compensation; Finance/Capital Markets; Financial Reporting/Accounting; International Experience; Public Company Executive Experience; Risk Management; Technology/Cyber Security .
- Education: B.S. (Mississippi State University); MBA (University of Memphis) .
Equity Ownership
- Beneficial ownership: 6,798 shares; less than 1% of outstanding .
- Restricted/Deferred units subject to transfer/deferred settlement: 6,668 units included in the above .
- Options and warrants: None exercisable within 60 days .
- Ownership guidelines: Directors must own ≥6× annual cash retainer within five years; as of March 1, 2025, each non-employee director is in compliance or on track .
- Hedging/pledging: Directors prohibited from hedging; no pledging disclosed .
| Ownership Detail | Amount |
|---|---|
| Total shares beneficially owned | 6,798 |
| % of outstanding | <1% |
| Restricted/deferred units included | 6,668 |
| Options exercisable within 60 days | — |
| Stock ownership guideline | ≥6× annual cash retainer within 5 years |
| Compliance status (as of Mar 1, 2025) | In compliance/on track (Board-wide) |
| Anti-hedging policy | Hedging prohibited for directors |
Governance Assessment
- Board effectiveness: Robinson reinforces audit rigor (Audit Committee financial expert), compensation oversight (Exec Comp), and operational risk oversight (EHS); his deep audit/compliance background (Exelon, P&G) aligns with OXY’s risk and control frameworks .
- Independence and engagement: Independent status; >85% attendance; participation across three committees; independent directors engaged in shareholder outreach .
- Alignment: Director pay mix emphasizes equity, with transfer/deferred features and strong ownership guidelines (≥6× retainer), supporting long-term alignment; no meeting fees and no options/non-equity incentives .
- Conflicts/related parties: No related-party transactions disclosed involving Robinson; Governance Committee administers RPT policy .
- RED FLAGS: None disclosed—no hedging/option repricing; no pledging; attendance above thresholds; no RPTs noted .
Overall signal: Robinson’s audit/compliance expertise, committee coverage, and equity-linked director pay structure support investor confidence in OXY’s governance and risk oversight .