Robert Shearer
OCCIDENTAL PETROLEUM CORP /DE/About Robert M. Shearer
Independent director of Occidental Petroleum (OXY), age 69, serving since 2019. He is Audit Committee Chair and a member of the Environmental, Health & Safety (EHS) and Sustainability & Shareholder Engagement Committees . Shearer retired in 2017 as a managing director at BlackRock Advisors, LLC; he holds a BA in Economics (University of Wisconsin), an MIM (Thunderbird School of Global Management), an MBA (University of Wisconsin), and is a CFA charterholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock Advisors, LLC | Managing Director; Co-Head Equity Dividend team; Portfolio Manager, BlackRock Equity Dividend Fund and Natural Resources Trust | Retired 2017 | Grew funds from ~$500M to >$50B under leadership |
| Merrill Lynch Investment Managers | Portfolio Manager, Merrill Lynch World Natural Resources Portfolio | — | Following merger of MLIM with BlackRock in 2006 |
| David L. Babson & Company | Senior leadership roles | — | — |
| Concert Capital Management | Senior leadership roles | — | — |
| Fiduciary Trust Company International | Senior leadership roles | — | — |
| Citicorp Investment Management | Senior Research Officer (oil industry focus: E&P, pipelines, oilfield services) | — | — |
External Roles
- The proxy does not list any other current public company directorships for Mr. Shearer .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Shearer is independent under NYSE standards; 9 of 10 nominees are independent . |
| Committee assignments (2024) | Audit (Chair); EHS (Member); Sustainability (Member) . |
| Committee meetings (2024) | Audit: 4; EHS: 4; Sustainability: 3 . |
| Committee composition | All committees comprised entirely of independent directors . |
| Attendance (2024) | Each director attended >85% of Board and committee meetings; Annual Meeting attendance expected and met . |
| Attendance (2023) | Each director attended 100% of Board and committee meetings; all directors attended Annual Meeting . |
| Executive sessions | Independent directors held 5 executive sessions in 2024 ; 4 in 2023 . |
| Board leadership | Independent Chairman; defined responsibilities and oversight . |
Shareholder Voting Outcomes (2025 Annual Meeting)
| Proposal | For | % For | Against | % Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|---|
| Election: Robert M. Shearer | 624,596,665 | 98.26% | 11,030,855 | 1.74% | 956,660 | 140,366,887 |
| Say-on-Pay (Advisory) | 598,713,723 | 94.05% | 36,489,899 | 5.73% | 1,380,558 | 140,366,887 |
| Ratify KPMG (Auditor) | 760,910,968 | 97.94% | 14,855,607 | 1.91% | 1,184,492 | — |
| Approve Amended & Restated 2015 LTIP | 618,249,334 | 97.12% | 16,965,768 | 2.67% | 1,369,078 | 140,366,887 |
Fixed Compensation
Non-Employee Director Compensation Program (2024–2025 term)
| Element | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $125,000 | For non-employee directors |
| Chairman Cash Retainer | $155,000 | Independent Chairman |
| Annual Equity Award | $225,000 | Non-employee directors; grant on first business day after annual meeting |
| Vice Chairman Equity | $275,000 | If applicable |
| Chairman Equity | $405,000 | Independent Chairman |
| Committee Chair Equity | $25,000 | Per committee chaired (Shearer receives for Audit Chair) |
| Meeting Fees | None | No board/committee meeting fees |
- Common stock awards: fully vested at grant; transfer restrictions—50% not transferable until earlier of third anniversary or separation; remaining 50% until separation; accelerates upon certain change-in-control events .
- Deferred stock units (DSUs): fully vested at grant; settlement—50% at earlier of third anniversary or separation, remaining 50% at separation; accelerates upon certain change-in-control events .
Robert M. Shearer — Director Compensation (2024)
| Year | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $118,750 | $250,026 | $368,776 |
- Equity awards calculated using $64.39 (closing price on NYSE on May 3, 2024); whole shares granted, fractional rounded up .
Performance Compensation
| Component | Status | Notes |
|---|---|---|
| Performance-based elements | None | Occidental does not provide option awards, non-equity incentive awards, or retirement plans for non-employee directors . |
| Options/SARs | None | Not provided to non-employee directors . |
| Performance metrics | N/A | Director equity awards are time-based common stock or DSUs per program . |
Other Directorships & Interlocks
- Not disclosed for Mr. Shearer in OXY’s proxy profile .
Expertise & Qualifications
- Audit Committee financial expert designation (Board determined all Audit members, including Shearer, are “financial experts” per SEC) .
- Core competencies reflected in skills matrix: Corporate Governance; EHS & Sustainability; Finance/Capital Markets; Financial Reporting/Accounting; Industry Background; International Experience; Investor Relations .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Common Stock | 56,931 | Includes restricted/DSUs per note (1) |
| Warrants Exercisable within 60 Days | 4,610 | Warrants |
| Total Shares Beneficially Owned | 61,541 | <1% of outstanding common stock |
| Restricted/Deferred Units Included in Total (note 1) | 24,011 | Subject to restrictions/deferred settlement |
- Director stock ownership guidelines: 6x annual cash retainer; 5-year compliance window; directors who have not met minimum may not sell until guidelines are met (and would remain met post-sale). As of March 1, 2025, each non-employee director was in compliance or on track to comply .
- Hedging policy: Directors and employees are prohibited from hedging or derivative transactions in OXY equity .
Insider Trades
| Date Range | Form 4 Transactions Found | Notes |
|---|---|---|
| 2023-01-01 to 2025-11-20 | None | Insider-trades skill query returned no records for “Robert Shearer” at OXY (filing date filter). Source: insider-trades skill run on 2025-11-20. |
Governance Assessment
- Oversight strength: As Audit Chair and an SEC-defined audit committee financial expert, Shearer helps lead financial reporting, internal controls, auditor oversight, and Code of Business Conduct monitoring; Audit met 4 times in 2024 . Strong investor support is reflected in his 98.26% re-election vote in 2025 .
- Board effectiveness: Independent Chairman model; independent committees; robust annual board/committee/self evaluations; proactive refresh; regular strategy sessions; strong attendance (each director >85% in 2024; 100% in 2023) .
- Alignment and incentives: Director equity and ownership guidelines drive long-term alignment; no performance pay or options for directors; program designed to avoid excessive risk and hedging; Shearer’s beneficial ownership includes restricted/DSUs and warrants; percent ownership <1% as expected for independent directors .
- Conflicts and related parties: Governance Committee administers a strict related-party transactions policy; 2024 proxy disclosed a single employment-related item unrelated to Shearer; no related-party transactions involving Shearer disclosed .