Sunil Mathew
OCCIDENTAL PETROLEUM CORP /DE/About Sunil Mathew
Senior Vice President and Chief Financial Officer of Occidental Petroleum (OXY) since August 9, 2023; joined OXY in 2004 after progressing through strategic planning and business development roles (VP Strategic Planning, Analysis & Business Development since 2020) . At appointment, he was 53 years old per news reporting . 2024 pay-for-performance metrics tied to his incentives included Total Spend per Barrel, CROCE, and sustainability goals; company performance yielded 135% payout on the annual cash incentive (ACI), with CROCE actual 20.63% vs 21% target and spend per barrel $29.30 vs $30.15 target . He oversaw CrownRock financing/integration, accelerated deleveraging (ahead of the $4.5B debt paydown target), and maintained investment-grade credit, while engaging investors; OXY generated $11.7B operating cash flow and >$1.1B OxyChem income in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Occidental Petroleum (OXY) | Senior Vice President & Chief Financial Officer | 2023–present | Oversaw CrownRock closing and financing; maintained investment-grade rating; advanced deleveraging and shareholder return priorities |
| Occidental Petroleum (OXY) | VP Strategic Planning, Analysis & Business Development | 2020–2023 | Directed planning and global BD; supported capital allocation and business performance tracking |
| Occidental Petroleum (OXY) | Various leadership positions | 2004–2020 | Progressive responsibility across planning and corporate functions |
External Roles
- No public company board roles disclosed for Mathew in the 2025 proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $700,000 | $750,000 (effective Feb 19, 2024) |
| ACI Target ($) | $700,000 | $700,000 |
| ACI Paid ($) | $1,050,000 | $945,000 |
| All Other Compensation ($) | $264,122 | $259,999 |
| Total Compensation ($) | $5,486,931 | $5,433,762 |
Performance Compensation
Annual Cash Incentive (ACI) – 2024 Structure and Outcomes
| Metric | Weighting | Target | Actual | Weighted Score | Notes |
|---|---|---|---|---|---|
| Total Spend per Barrel (TSPB) | Financial (up to 70%) | $30.15 | $29.30 | 55% | Plan definition covers SG&A + upstream OPEX + CAPEX per MMboe |
| CROCE (one-year) | Financial (up to 70%) | 21% | 20.63% | 30% | Complements CROCE in LTI PSUs |
| Emissions Reduction (Scope 1 & 2) | Sustainability (up to 30%) | Multi-project execution & platform deployment | Above Target | 25% | SensorUp GEMS deployment, LDAR expansion, asset projects |
| Low Carbon Ventures (Scope 3) | Sustainability (up to 30%) | STRATOS Trains 1&2 mechanical completion; CE DAC advances; Gulf Coast hub permitting | Above Target | 25% | Progressed DAC/CCUS platform |
| Total ACI Payout Factor | — | — | — | 135% of target | No individual +/-25% adjustments used |
Long-Term Incentives (LTI) – 2024 Grants
| Award Type | Grant Date | Threshold (#) | Target (#) | Max (#) | Grant Date Fair Value ($) | Performance Period |
|---|---|---|---|---|---|---|
| CROCE PSUs | 03/01/2024 | 3,912 | 15,646 | 31,292 | $960,039 | Ends 12/31/2026; payout 25–200% based on absolute CROCE |
| TSR PSUs | 03/01/2024 | 3,912 | 15,646 | 31,292 | $1,187,844 | Ends 12/31/2026; capped at target if absolute TSR is negative |
| RSUs | 03/01/2024 | — | 20,861 | — | $1,280,031 | Two-year post-vesting holding period |
Note: 2023/2024 TSR PSUs were trending below threshold as of 12/31/2024 (potential zero payout), while CROCE PSUs reflected above-target performance through 12/31/2024 (proxy presentation under SEC rules shows max value at that date; ultimate payout depends on final performance) .
Equity Ownership & Alignment
Beneficial Ownership (as of March 1, 2025)
| Holder | Common Stock | Options (60-day) | Warrants (60-day) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| Sunil Mathew | 162,361 | — | 4,491 | 166,852 | <1% |
Outstanding Equity Awards (Dec 31, 2024)
| Award | Units Outstanding (#) | Market/Payout Value ($) |
|---|---|---|
| RSU (2022 grant) | 11,245 | $555,615 |
| RSU (2023 grant) | 17,306 | $855,089 |
| RSU (2024 grant) | 20,861 | $1,030,742 |
| CROCE PSUs (2024 grant) | 31,292 (max) | $1,546,138 |
| TSR PSUs (2023 grant) | 6,490 | $320,671 |
| TSR PSUs (2024 grant) | 3,912 (threshold) | $193,292 |
Vested in 2024
| Metric | Shares Vested | Value Realized on Vesting ($) |
|---|---|---|
| Stock awards vested (2024) | 77,348 | $4,153,903 |
- Stock ownership guidelines: 2–6x annual base salary; RSU net shares subject to a two-year holding period; anti-hedging policy in place .
- Pledging: LTIP prohibits pledging of restricted stock during the restricted period; broader anti-hedging and insider trading policy enforced; no separate executive pledging disclosures noted in the proxy .
Employment Terms
Severance and Change-of-Control Economics (as of Dec 31, 2024; illustrative values)
| Benefit | Retirement | Death/Disability | Involuntary Termination (No Cause) | Change in Control (CIC) Only | CIC + Qualifying Termination |
|---|---|---|---|---|---|
| RSU Awards ($) | $1,112,861 | $1,112,861 | $1,112,861 | — | $2,441,447 |
| CROCE Awards ($) | $321,935 | $321,935 | $321,935 | — | $964,017 |
| TSR Awards ($) | — | — | — | — | $2,055,703 |
| Cash Severance ($) | — | — | $2,175,000 | — | $2,900,000 |
| Pro-Rata Bonus ($) | $945,000 | $945,000 | $700,000 | — | $945,000 |
| Health & Welfare ($) | — | — | $60,401 | — | $60,401 |
| Outplacement ($) | — | — | $30,000 | — | $30,000 |
| Total ($) | $2,379,796 | $2,379,796 | $4,400,197 | — | $9,396,568 |
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Plans and policies:
- Executive Severance Plan: 1.5x salary + target bonus; pro-rata bonus; two years welfare benefits; pro-rata vesting on LTI (performance awards subject to actual results); outplacement; “net best after-tax” cutback .
- Executive CIC Severance Plan: 2.0x (CEO 2.99x) salary + target bonus; pro-rata bonus; two years welfare; accelerated vesting with performance awards at greater of target/actual (non-objective individual goals at target); outplacement; double-trigger equity vesting .
- Golden parachute policy cap: no benefits >2.99x salary+ACI without shareholder approval .
- Clawback: compliant with NYSE 303A.14; recovers excess incentive-based compensation after restatement; misconduct-based recoupment and forfeiture rights in ACI/LTI and Code of Conduct .
- Retirement policy: benefits contingent on notice, cooperation, and restrictive covenants (confidentiality, non-compete, non-solicit); Eligible Retirement requires ≥60 years and ≥10 years of service (Mathew not eligible as of 12/31/2024) .
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Appointment details: appointed SVP & CFO effective Aug 9, 2023 .
Performance & Track Record
- CFO certifications: SOX 302 and 906 certifications on Q2 and Q3 2025 Form 10-Qs, confirming fair presentation and controls responsibility .
- Capital, FCF, and deleveraging execution: delivered ~$700M FCF before working capital in Q2 2025; exited Q2 with ~$2.3B cash; raised Midstream & Marketing guidance; reduced 2025 capital guidance by $100M within $500M total reductions; ahead of debt reduction targets with ~$7.5B repaid over ~13 months, cutting annual interest by ~$410M .
- Guidance and operating metrics: guided adjusted effective tax rate ~32% for Q3 2025; detailed production, LOE outperformance ($8.55/BOE) and midstream marketing drivers .
- Strategic initiatives: detailed drivers of expected 2026–2027 cash flow uplift (Battleground capex roll-off, midstream contract roll-offs, STRATOS and interest expense reductions) .
Compensation Peer Group (Benchmarking context)
- Compensation peers include XOM, CVX, COP, EOG, MPC, PSX, SHEL, BP, VLO; revised for 2025 to add Williams, Schlumberger, Diamondback, Dow, LyondellBasell, Halliburton; no strict percentile benchmarking used .
- Say-on-Pay support ~97% in 2021–2024 reflects shareholder endorsement of performance-based design and 30% sustainability weighting in ACI .
Equity Ownership & Policies (Governance signals)
- Ownership guidelines and holding requirements reinforce alignment (2–6x salary; RSU net shares 2-year hold) .
- Anti-hedging and insider trading policy in place; restricted stock may not be pledged during the restricted period .
- Beneficial ownership shows meaningful personal stake, but <1% of outstanding .
Employment Terms (Risk protections and retention levers)
- Double-trigger vesting under LTIP for change-of-control; CIC plan enhances severance scale and accelerates equity vesting, supporting retention through corporate events .
- Severance plan terms reduce distraction risk while conditioning benefits on releases and compliance .
Investment Implications
- Alignment: Strong pay-for-performance architecture (TSR and absolute CROCE PSUs at 60% of LTI; ACI tied to cost efficiency, CROCE, and sustainability) aligns Mathew’s incentives with deleveraging, capital efficiency, and DAC/CCUS execution—key OXY value drivers .
- Vesting/selling pressure: 2024 vesting of 77,348 shares ($4.15M) and substantial outstanding RSUs/PSUs suggest periodic vest-driven liquidity needs; TSR PSUs trending below threshold could reduce near-term PSU realizations, limiting forced selling pressure vs RSUs subject to two-year holding requirement .
- Retention risk: CIC/Severance economics (~$9.4M in CIC+termination scenario) and double-trigger equity treatment lower exit risk in corporate events; not Eligible Retirement yet, which further anchors retention .
- Trading signals: CFO-led deleveraging and capital discipline (interest expense reduction, capex optimization) improve equity narrative; monitor TSR PSU trajectory vs peers and CROCE delivery through 2026 performance periods for potential LTI realization catalysts or disappointments .