Vicky Bailey
Director at OXY
Board
About Vicky A. Bailey
Independent director of Occidental (OXY) since 2022; age 72. Former U.S. Assistant Secretary of Energy (Domestic Policy & International Affairs), past President of PSI Energy (Cinergy/Duke subsidiary), and longtime regulator at FERC and the Indiana Utility Regulatory Commission. Education: B.S. in Industrial Management (Purdue Krannert) and Advanced Management Program at Wharton. Core credentials emphasize corporate governance, regulatory depth, energy industry expertise, and sustainability oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Energy | Assistant Secretary, Domestic Policy & International Affairs; U.S. representative/Vice Chair to IEA | 2001–2004 | Co-chaired bilateral energy working groups post‑9/11; IEF established in Riyadh during tenure |
| PSI Energy (Cinergy/Duke Energy) | President | Prior to 2001 (years not specified) | Led Indiana’s largest electric utility |
| Federal Energy Regulatory Commission (FERC) | Commissioner | 1993–2000 | Federal energy regulation and market oversight |
| Indiana Utility Regulatory Commission (IURC) | Commissioner | 1986–1993 | State utility regulation |
| Anderson Stratton International, LLC (ASI) | President | Since Nov 2005 | Strategic consulting & government relations in energy |
| BHMM Energy Services, LLC | Equity partner | 2006–2013 | Minority‑owned energy facility management |
| Bennett Johnston & Associates, LLC | Partner | 2004–2006 | Public relations in Washington, D.C. |
| North American Electric Reliability Corp. (NERC) | Trustee | 2010–2013 | Bulk power reliability governance |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| EQT Corporation | Director | Current | Public company board |
| TXNM Energy | Director | Current | Public company board |
| Cheniere Energy, Inc. | Director | Former (within 5 years) | Public company board |
| Equitrans Midstream Corp. | Director | Former (within 5 years) | Public company board |
| Battelle Memorial Institute | Director | Current | Research & development institute |
| United States Energy Association | Executive Chair | Current | Not-for-profit energy forum |
| The Conference Board | Trustee | Current | Business think tank |
| Resources for the Future | Co‑Vice Chair | Current | Energy/environment think tank |
| Foundation for Energy Security & Innovation | Board member | Current | DOE‑related foundation |
| National Petroleum Council | Member | Current | Advisory council |
| AABE (American Assoc. of Blacks in Energy) | Board member | Current | Non‑profit energy leadership |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent under NYSE; Board has 9 of 10 independent nominees |
| OXY Committee memberships (2024) | Corporate Governance & Nominating (member); Sustainability & Shareholder Engagement (member) |
| Committee chairs | Governance chair: Avedick B. Poladian; Sustainability chair: Andrew Gould |
| 2024 committee meetings | Governance: 3; Sustainability: 3 |
| Director attendance (2024) | Board held 7 meetings; each director attended >85% of aggregate Board+committee meetings; all attended 2024 AGM |
| Director attendance (2023) | Board held 9 meetings; each director attended 100%; all attended 2023 AGM |
| Executive sessions | Independent directors held five executive sessions in 2024, chaired by the Independent Chairman |
| Governance responsibilities (relevant to Bailey’s committees) | Governance: board composition, evaluations, non‑employee director pay, administers Related Party Transactions Policy ; Sustainability: ESG/climate oversight, external reporting, shareholder engagement, political/lobbying oversight |
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards (Grant‑date fair value) | Total |
|---|---|---|---|
| 2024 | $118,750 | $225,043 | $343,793 |
| Program Element (2024–2025 term) | Term Amount |
|---|---|
| Annual cash retainer (non‑employee directors) | $125,000 |
| Annual cash retainer (Chairman) | $155,000 |
| Annual equity award (non‑employee directors) | $225,000 |
| Annual equity award (Vice Chairman) | $275,000 |
| Annual equity award (Chairman) | $405,000 |
| Committee chair additional equity award | $25,000 per committee |
| Meeting fees | None |
| Matching Gift program | Eligible; up to $7,500 |
Notes:
- Equity awards granted the first business day after annual meeting; directors may elect common stock or deferred stock units; 2024 grant date price used for fair value: $64.39 on May 3, 2024 .
- OXY does not provide option awards, non‑equity incentives, or retirement plans for non‑employee directors .
Performance Compensation
| Component | Terms | Performance Metrics |
|---|---|---|
| Common stock award | Fully vested at grant; transfer restrictions: 50% not transferable until earlier of 3rd anniversary or separation; remaining 50% until separation; accelerated transferability upon certain change‑in‑control events | None disclosed for director equity (time‑based transfer restrictions, not performance‑conditioned) |
| Deferred stock units (DSUs) | Fully vested at grant; settlement deferred: 50% payable upon earlier of 3rd anniversary or separation; remaining 50% at separation; accelerated upon certain change‑in‑control events | None disclosed for director equity (time‑based settlement) |
| Committee chair equity | Additional $25,000 equity award per chaired committee | None disclosed |
Other Directorships & Interlocks
| Company | Role | Status | Potential Interlock Context |
|---|---|---|---|
| EQT Corporation | Director | Current | Upstream natural gas; no OXY related‑party transactions disclosed |
| TXNM Energy | Director | Current | Energy; no OXY related‑party transactions disclosed |
| Cheniere Energy, Inc. | Director | Former (≤5 yrs) | LNG; no OXY related‑party transactions disclosed |
| Equitrans Midstream Corp. | Director | Former (≤5 yrs) | Midstream; no OXY related‑party transactions disclosed |
Expertise & Qualifications
- Corporate governance, regulatory and policy leadership; deep experience overseeing board composition, evaluations, and related party review through Governance Committee .
- EHS and sustainability oversight, climate/public policy fluency; serves on Sustainability & Shareholder Engagement Committee .
- Financial reporting/accounting exposure; public company executive experience; international experience; industry background spanning utilities, upstream/midstream, and energy policy .
- Education: B.S. Industrial Management (Purdue Krannert), Wharton AMP; adds executive‑level training credentials .
Equity Ownership
| Name | Common Stock (incl. restricted shares/DSUs) | Options Exercisable within 60 Days | Warrants Exercisable within 60 Days | Total Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|---|---|---|
| Vicky A. Bailey | 8,647 | — | — | 8,647 | <1% |
Notes:
- Non‑employee director totals include deferred stock units and/or common stock awards subject to sale/transfer restrictions; Bailey’s restricted/DSU amount is 8,647 within her total .
- Stock ownership guidelines: Each non‑employee director must hold ≥6x annual cash retainer within five years of election; as of March 1, 2025, all non‑employee directors were compliant or on track .
Governance Assessment
- Independence and committee alignment: Bailey is independent and sits on Governance (which administers related party policy) and Sustainability—two oversight nodes material to investor confidence in OXY’s capital discipline, board refresh, ESG reporting, and shareholder engagement .
- Attendance and engagement: Board held 7 meetings in 2024 with each director >85% attendance; independent directors held 5 executive sessions—supports active oversight cadence; 100% attendance in 2023 further evidences engagement .
- Compensation and alignment: Majority of director pay delivered in equity with long‑dated transfer/settlement restrictions; program reviewed by an independent consultant (Meridian) and reset to 2019 levels—reduces pay inflation risk while reinforcing alignment; no director options or performance bonuses; chair roles receive additional equity rather than cash .
- Conflicts/related party exposure: Governance Committee reviewed related party transactions; 2024 disclosures show Berkshire JV (TerraLithium/BHER) and one family employment case—no transactions involving Bailey or her affiliates disclosed, mitigating conflict risk signals for her profile .
- Network analysis: Current public boards at EQT and TXNM Energy create industry adjacency but no disclosed related party dealings with OXY; continued roles across energy non‑profits add policy insight while necessitating ongoing conflict monitoring—appropriately addressed by OXY’s Governance Committee .