Nicole Clark
Vice President, Chief Compliance Officer and Corporate Secretary at OXY
Executive
About Nicole Clark
Nicole E. Clark is Vice President, Corporate Secretary, Chief Compliance Officer and Deputy General Counsel at Occidental Petroleum (OXY), serving since 2014 and acting as the company’s Corporate Secretary responsible for governance, ESG shareholder engagement and compliance oversight . She has signed multiple SEC filings on behalf of OXY in her capacity as officer, including an 8‑K filed October 3, 2025 . Her background includes a J.D. from Harvard Law School (cum laude) and a B.B.A. in Accounting from Texas A&M University; she is admitted to the Texas and New York bars and is a (inactive) CPA in Texas . Prior roles include Corporate Partner at Vinson & Elkins, Corporate Associate at Wachtell, Lipton, Rosen & Katz, auditor at Arthur Andersen, and Vice President & General Counsel at Shale‑Inland, with responsibilities spanning M&A, securities regulation, corporate governance, and litigation oversight .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vinson & Elkins LLP | Corporate Partner | 2000–2012 | Led M&A and securities matters; governance advisory |
| Wachtell, Lipton, Rosen & Katz | Corporate Associate | 1996–2000 | Complex M&A and capital markets transactions |
| Shale‑Inland (industrial distributor) | VP, General Counsel, Corporate Secretary & CCO | 2012–2014 | Built legal/compliance framework for PE‑backed platform |
| Arthur Andersen LLP | Auditor | N/A | Financial controls and accounting foundations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Western Midstream Partners (WES GP board) | Director; Chair, Sustainability Committee | Dec 2020–present | ESG oversight; sustainability strategy in midstream portfolio |
| Center for American and International Law – Institute for Energy Law | Speaker/Faculty (ESG activism program) | 2022 | ESG engagement and executive compensation insights |
Fixed Compensation
- OXY’s proxy does not disclose Nicole Clark’s individual base salary, target bonus or payout as she is not a Named Executive Officer; the detailed compensation tables cover NEOs only (program and tables referenced in the DEF 14A indices) .
- Context: For NEOs in 2024, base salaries were reviewed with peer data and internal equity; increases for CEO/CFO/COO/SVPs are disclosed, illustrating OXY’s approach to market competitiveness (e.g., CEO base salary increased to $1,575,000 in 2024) .
Performance Compensation
- OXY’s executive incentive design (context for officer incentives and alignment):
- Annual Cash Incentive (ACI): 100% corporate performance with individual modifier ±25%; metrics include total spend per barrel, Cash Return on Capital Employed (CROCE), and sustainability performance .
- Long‑Term Incentives (LTI): 60% Performance Stock Units (PSUs) split between TSR (30%) and CROCE (30%); 40% Restricted Stock Units (RSUs) with a two‑year post‑vesting holding requirement .
| Metric | Weighting | Target | Actual | Payout | Vesting/Holding |
|---|---|---|---|---|---|
| ACI: Total spend per barrel | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Annual cash; individual ±25% modifier |
| ACI: CROCE | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Annual cash; individual ±25% modifier |
| ACI: Sustainability | 30% (program design) | Not disclosed | Not disclosed | Not disclosed | Annual cash; individual ±25% modifier |
| PSU: TSR (relative with absolute cap if negative TSR) | 30% of LTI | Not disclosed | Not disclosed | Not disclosed | Performance equity; double‑trigger on COC |
| PSU: CROCE (absolute) | 30% of LTI | Not disclosed | Not disclosed | Not disclosed | Performance equity; double‑trigger on COC |
| RSU | 40% of LTI | N/A | N/A | N/A | Two‑year post‑vesting holding period |
Notes: The above reflects company program design; Nicole Clark’s individual targets/outcomes are not disclosed. OXY grants annual LTI awards at its February Compensation Committee meeting (e.g., March 1 grant dates), with CROCE/RSU fair value based on NYSE close and TSR incorporating payout estimates .
Equity Ownership & Alignment
- Stock ownership guidelines apply to officers: Vice Presidents must hold stock equal to 2× base salary; officers not meeting guidelines may not sell until compliant; unvested performance awards and unexercised options do not count toward compliance .
- Holding requirements: Net shares from vested RSUs are subject to a two‑year holding period; PSUs are payable in shares, reinforcing alignment .
- Hedging/Pledging: OXY prohibits hedging or derivative transactions by directors, executive officers and employees; no explicit pledging policy disclosure was located in the proxy; no pledges by Nicole Clark are disclosed .
- Beneficial ownership tables list directors and certain executive officers by name; Nicole Clark is not individually listed, and her personal share count is not disclosed in the 2025 proxy’s table .
Employment Terms
- As Corporate Secretary and Chief Compliance Officer, Clark oversees securities regulation, corporate governance, compliance and shareholder engagement, including ESG and executive compensation matters .
- General Terms of Employment attached to OXY equity award agreements include confidentiality, return of company materials upon departure, compliance with the Code of Business Conduct, and non‑interference provisions .
- Change‑of‑Control and severance context: Under the Amended and Restated 2015 LTIP, equity awards require a “double trigger” (COC plus qualifying termination) for vesting; OXY’s golden parachute policy limits benefits to ≤2.99× salary+ACI for executive officers absent shareholder approval .
- Clawback: OXY maintains a clawback policy consistent with NYSE Listing Standard 303A.14 (Rule 10D‑1) and may claw back ACI and LTI awards for violations of the Code of Business Conduct .
Performance & Track Record
- Company performance context during Clark’s tenure includes OXY’s emphasis on TSR and CROCE within executive incentives and explicit sustainability weighting in ACI, reflecting pay‑for‑performance alignment .
- Historical performance highlights: In 2022, OXY generated $16.8B operating cash flow, $13.6B free cash flow before working capital, $12.5B record net income attributable to common stockholders, and 28% ROCE, while advancing DAC projects and methane reductions—illustrating value creation discipline underpinning compensation metrics .
- Governance execution: Clark regularly signs OXY SEC filings as Corporate Secretary, evidencing ongoing governance and compliance execution .
Board Governance (External)
- Western Midstream Partners: Director and Chair of Sustainability Committee since Dec 2020, overseeing ESG reporting and programs for a midstream affiliate .
Compensation Structure Analysis
- Increased performance emphasis: LTI program allocates 60% to PSUs (TSR and CROCE) and 40% to RSUs, maintaining a higher proportion of at‑risk pay consistent with shareholder feedback .
- Sustainability metrics maintained at 30% of ACI (company performance portion) after shareholder feedback, indicating governance responsiveness and stable incentive architecture .
- Risk‑mitigating features: Double‑trigger vesting on COC, clawback across ACI and LTI, stock ownership guidelines and RSU holding requirements reduce misalignment and short‑termism risk .
Say‑on‑Pay & Shareholder Feedback
- Board recommends “FOR” the advisory vote to approve NEO compensation; Compensation Committee cites shareholder feedback for maintaining 30% sustainability weighting and increasing performance‑based LTI proportion, evidencing engagement influence on pay design .
Equity Ownership & Alignment (Quantitative Policy Table)
| Policy Element | Requirement/Design | Applicability |
|---|---|---|
| Stock ownership guideline | Vice Presidents: 2× base salary; compliance expected within 5 years | Officers including VPs |
| RSU holding period | Net shares from vesting held for 2 years | NEOs; policy emphasis for officers |
| Hedging ban | No hedging/derivative transactions | Directors, executive officers, employees |
| COC vesting | Double trigger required for equity vesting | LTIP awards |
| Clawback | NYSE 303A.14 policy; ACI/LTI clawback for misconduct | Executive compensation program |
Investment Implications
- Alignment: Strong structural alignment via CROCE/TSR PSUs, RSU holding requirements, and VP‑level ownership guidelines mitigates agency risk for governance and compliance leadership roles; absence of disclosed hedging/pledging reduces adverse signaling risk .
- Retention: Multi‑year equity mix and ownership guidelines favor retention; double‑trigger COC and clawback provisions curtail windfalls or misconduct‑driven payouts, lowering governance execution risk .
- Trading signals: No disclosed individual ownership or Form 4 activity for Nicole Clark in proxy tables; insider selling pressure indicators are therefore not available—focus should remain on program structure and company‑level pay‑performance linkages .
- Interlocks: External directorship at Western Midstream (affiliate) and sustainability oversight strengthen information flow on midstream ESG strategy but warrant monitoring for related‑party governance oversight balance .
References: OXY DEF 14A (2025, 2024, 2023) ; OXY 10‑Q attachments (General Terms of Employment) ; OXY 8‑K signature ; OXY Leadership page ; Western Midstream bio ; The Org profile ; CAIL bio .