Vicki Hollub
About Vicki Hollub
President & CEO of Occidental Petroleum since April 2016; Director since 2015; age 65; B.S. in Mineral Engineering, University of Alabama. 2024 performance under her leadership included $11.7B operating cash flow, $4.9B free cash flow before working capital, CROCE of ~21%, and net income of $3,078M, alongside record U.S. oil production, accelerated $4.5B debt repayment, and dividend increases (>22% in early 2024; ~9% in early 2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Occidental Petroleum | President & Chief Operating Officer (pre-CEO) | — | Oversaw oil & gas, chemical, and midstream operations |
| Occidental Petroleum | Senior EVP; President, Oxy Oil & Gas | — | Led U.S., Middle East, and Latin America operations |
| Occidental Petroleum | EVP; President, Oxy Oil & Gas, Americas | — | Regional leadership across Americas |
| Occidental Petroleum | EVP, U.S. Operations, Oxy Oil & Gas | — | U.S. upstream leadership |
| Occidental Petroleum | EVP, California Operations | — | State-focused operational oversight |
| Occidental Petroleum | President & GM, Permian Basin | — | Led key Permian operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Lockheed Martin | Director (public company) | — | Current directorship |
| American Petroleum Institute | Board member | — | Industry association leadership |
| Oil & Gas Climate Initiative | Member | — | Industry climate collaboration |
| World Economic Forum Oil & Gas Community | Past Chair | — | Global energy leadership |
| National Academy of Engineering | Elected Fellow | 2024 | Recognition for engineering leadership |
Fixed Compensation (CEO – 2024)
| Component | Amount | Notes |
|---|---|---|
| Base Salary (rate) | $1,575,000 | Effective Feb 19, 2024 |
| Salary Paid (GAAP SCT) | $1,564,959 | Summary Compensation Table (SCT) |
| Target Annual Cash Incentive (ACI) | $2,520,000 | Set Feb 2024 |
| ACI Payout | $3,402,000 | Paid at 135% of target based on 2024 results |
| 2024 LTI Target Value | $11,800,000 | Mix and metrics below |
| 2024 Stock Awards (Grant-Date Fair Value) | $12,640,152 | SCT “Stock Awards” |
Performance Compensation
2024 Annual Cash Incentive (ACI) Structure and Outcome
| Metric | Weight | Target | Actual/Assessment | Weighted Score | Payout Impact |
|---|---|---|---|---|---|
| Total Spend per Barrel | Financial (part of 70%) | $30.15 | $29.30 | 55% | Contributed to 135% total payout |
| CROCE (one-year) | Financial (part of 70%) | 21% | 20.63% | 30% | Contributed to 135% total payout |
| Emissions Reduction Projects (Scope 1 & 2) | 0–30% | Project deployment goals | Above Target | 25% | Contributed to 135% total payout |
| Low Carbon Ventures (Scope 3) | 0–30% | DAC milestones & permitting | Above Target | 25% | Contributed to 135% total payout |
| Total Payout | — | — | — | — | 135% of target |
Notes: Sustainability weighting maintained at 30% based on shareholder feedback; CROCE and spend targets set to be rigorous relative to conditions .
2024 Long-Term Incentive (LTI) Program Design
- Mix: 60% PSUs (30% CROCE PSU; 30% TSR PSU); 40% RSUs; all stock-denominated; RSUs have a two-year post-vesting holding period; performance equity emphasizes both absolute financial returns (CROCE) and relative TSR, with TSR capped at target if absolute TSR is negative .
- PSU Performance Periods: 3 years (e.g., 2024 grants measure 1/1/2024–12/31/2026) .
- 2022 PSU outcomes (for context): TSR PSU paid ~176% (rank 3/9, positive absolute TSR); CROCE PSU paid 200% (3-year CROCE 26.75%) .
2024 CEO Grant Detail (Plan-Based Awards)
| Award | Grant Date | Target/Count | Max | Price Basis | Grant-Date Fair Value |
|---|---|---|---|---|---|
| CROCE PSU | Mar 1, 2024 | 57,693 | 115,386 | $61.36 (stock price) | $3,540,042 |
| TSR PSU | Mar 1, 2024 | 57,693 | 115,386 | Monte Carlo | $4,380,053 |
| RSU | Mar 1, 2024 | 76,924 | — | $61.36 (stock price) | $4,720,057 |
Vesting: RSUs vest 1/3 on Feb 28, 2025/2026/2027; PSUs vest on certification after performance period .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 2,015,540 total (860,685 common; 1,104,822 options exercisable within 60 days; 50,033 warrants) |
| Options Outstanding (CEO) | NQSOs: 599,309 @ $40.03 (exp. 2/14/2030); 144,454 @ $25.39 (exp. 2/12/2031); 69,476 exercisable / 34,737 unexercisable @ $42.98 (exp. 2/11/2032) |
| Unvested RSUs (CEO) | 18,904; 50,243; 76,924 units; total reported value $7,217,369 at $49.41 (12/31/24) |
| Unearned PSUs (CEO) | CROCE: 113,048 (2023 grant), 115,386 (2024 grant); TSR: 14,131 (2023), 14,424 (2024) (counts reported; vesting depends on performance) |
| Holding/Ownership Rules | CEO ownership guideline: 6x base salary; post-vest RSU net shares must be held 2 years; holding until guideline met; unvested performance awards/options do not count |
| Hedging/Pledging | Hedging prohibited for directors and employees; no disclosure of pledging policy in proxy |
Employment Terms (Severance/Change-in-Control/Clawback)
| Provision | Terms |
|---|---|
| Severance Plan (no cause) | CEO: 2.0x (base + target bonus) cash; pro-rata bonus; 2 years health/welfare; pro-rata or continued vesting of equity (performance subject to actual results); 9 months outplacement; “net best” tax cutback |
| CIC Severance Plan (double-trigger) | CEO: 2.99x (base—highest in prior 3 years or at/after CIC— + target bonus); pro-rata bonus (greater of target or actual full-year); 2 years health/welfare; all outstanding equity vests (performance awards at greater of target or actual); 9 months outplacement; “net best” tax cutback |
| Equity Vesting Mechanics | Double-trigger equity vesting applies; no single-trigger on CIC under LTIP; performance awards converted/assumed as applicable |
| Retirement Policy | Eligible Retirement accelerates LTI (performance awards subject to actual results) and provides pro-rata bonus (with covenants/notice requirements); as of 12/31/24, Ms. Hollub qualifies for Eligible Retirement |
| Clawback | NYSE Rule 10D-1 compliant; additional misconduct-based recoupment for Code violations; ACI and time/performance LTI subject to clawback |
Potential Payments (as of 12/31/2024; illustrative)
| Scenario | RSUs | CROCE PSUs | TSR PSUs | NQSOs | Cash Severance | Pro-Rata Bonus | Benefits/Other | Total |
|---|---|---|---|---|---|---|---|---|
| Retirement | $7,217,368 | $6,579,370 | $0 | $223,359 | — | $3,402,000 | — | $17,422,097 |
| Death/Disability | $2,887,372 | $3,204,488 | $0 | $223,359 | — | $3,402,000 | — | $9,717,219 |
| Involuntary (without cause) | $2,887,372 | $3,204,488 | $0 | $187,287 | $8,190,000 | $2,520,000 | $73,873 | $17,063,020 |
| CIC + Qualifying Termination | $7,217,368 | $6,579,370 | $5,643,462 | $223,359 | $12,244,050 | $3,402,000 | $73,873 | $35,383,482 |
Notes: Values reflect $49.41 stock price at 12/31/24 and proxy methodology; PSU realization subject to actual performance certification .
Board Governance (Director Service, Committees, Independence)
- Board Role: Director since 2015; the Board affirms all nominees other than Ms. Hollub are independent; committees are comprised entirely of independent directors; independent Chairman (Jack B. Moore) .
- Committee Memberships: Ms. Hollub is not listed as a member of Board committees; independent chairs lead key committees (e.g., Audit; Executive Compensation; Sustainability) .
- Director Compensation: Ms. Hollub receives no additional compensation for director service .
- Board Practices: >85% meeting attendance for all directors in 2024; five independent director executive sessions; ongoing board refreshment and evaluations .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay outcomes: ~97% approval in 2021, 2022, 2023, and 2024; program uses returns-focused metrics, maintains 60% performance-based LTI and 30% sustainability weighting in ACI responsive to shareholder input .
Compensation Peer Group (reference set for 2024)
BP, Chevron, ConocoPhillips, EOG Resources, ExxonMobil, Hess, Marathon Petroleum, Phillips 66, Shell, TotalEnergies, Valero; peer sets maintained for compensation benchmarking and relative TSR; no fixed percentile benchmarking .
Performance & Track Record (2024 highlights tied to pay)
- Strategy/Capital: CrownRock acquisition closed Aug 2024; achieved $4.5B debt repayment ahead of schedule; dividend raised (>22% early 2024; ~9% early 2025) .
- Operations: Record U.S. oil production; record 1.33 MMboe/d company production; proved reserves up ~600 MMboe to ~4.6 Bboe (230% all-in RRR; 112% organic) .
- OxyChem: >$1.1B reported income; project milestones met .
- HSE: Best safety performance (TRIR 0.16) with higher activity levels; zero routine flaring in U.S. operations .
Compensation Structure Analysis (alignment signals)
- High at-risk pay: 90% of CEO target direct pay variable; 60% of LTI performance-based with absolute (CROCE) and relative (TSR) hurdles; TSR capped if absolute TSR negative .
- Sustainability integration: 30% of ACI tied to emissions reduction and low-carbon venture milestones, maintained based on shareholder feedback .
- Governance safeguards: NYSE 10D-1 clawback, double-trigger CIC vesting, no repricing, golden parachute cap at 2.99x without shareholder approval .
Equity Ownership & Alignment (skin-in-the-game)
- Substantial beneficial ownership with significant outstanding equity awards; CEO 6x salary ownership guideline and two-year RSU holding period enhance alignment and temper near-term selling pressure; hedging prohibited; pledging not disclosed in proxy .
Employment & Retention Risk
- Retention supports: Robust CIC protection (2.99x multiple and accelerated vesting on double-trigger), market-standard severance, and retirement eligibility (which triggers favorable equity treatment subject to covenants) reduce abrupt departure risk; however, retirement eligibility indicates succession planning remains relevant .
Investment Implications
- Pay-for-performance is tightly linked to CROCE and spend discipline; expect management behavior aligned with capital efficiency and cash returns, supported by 2024 CROCE ~21% and debt reduction .
- Equity overhang exists from ongoing LTI and 2025 LTIP share request, but two-year RSU holding and double-trigger vesting reduce immediate insider selling pressure; hedging ban supports long-term alignment .
- CEO Eligible Retirement status plus strong CIC protections lowers retention risk but raises the importance of disclosed succession processes; governance mitigants include an independent Chair and fully independent committees .