Alexander Karsner
About Alexander A. Karsner
Alexander A. Karsner is an independent director of Exxon Mobil Corporation, serving since 2021. He is 58 years old and brings energy policy, diplomacy, and technology commercialization experience, including service as U.S. Assistant Secretary of Energy and senior roles in venture and technology incubation . He is currently a member of the Nominating & Governance and the Environment, Safety and Public Policy (ESPP) Committees . The Board affirms all non‑employee directors meet independence standards . The Board met 10 times in 2024 with ~99% average director attendance and all directors attending the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Energy | U.S. Assistant Secretary of Energy | 2006–2008 | Led U.S. energy policy; principal U.S. negotiator to UNFCCC |
| Vantage Point Venture Capital | Venture Partner | 2009–2014 | Energy technology commercialization investing |
| Hudson Private Equity | Senior Advisor | 2009–2014 | Advisory on energy/infrastructure investments |
| Emerson Collective | Managing Partner | 2016–2019 | Investment leadership with focus on impact/energy transition |
| X (Alphabet’s Moonshot Factory) | Senior Strategist | 2013–present | Strategy for breakthrough energy technologies |
External Roles
| Organization | Role | Tenure | Committees/Details |
|---|---|---|---|
| Applied Materials, Inc. (public) | Director | Sep 2008–present | Corporate Governance & Nominating; Human Resources & Compensation Committees |
| Broadscale Acquisition Corp. (public) | Director (former) | Feb 2021–Jan 2023 | Former SPAC board member |
| Conservation International | Director | — | Sustainability governance |
| Elemental Labs | Founder, Chairman | — | Climate/energy innovation |
| MIT Energy Initiative; MIT Media Lab | Advisory Board | — | Academic energy/technology advisory |
| Stanford Precourt Institute for Energy; Hoover Institution Task Force | Advisor/Member | — | Energy policy and technology |
Board Governance
- Committee assignments: Member, Nominating & Governance; Member, Environment, Safety and Public Policy (ESPP) .
- Independence: Non‑employee director; Board determined all non‑employee directors are independent under NYSE and company standards .
- Attendance and engagement: Board met 10 times in 2024 (~99% average attendance; no director <75%); non‑employee directors held 7 executive sessions; all directors attended the 2024 annual meeting .
- Tenure on XOM board: Director since 2021 .
- Lead Independent Director: The Board’s Lead Director is Joseph L. Hooley (not Karsner) .
Fixed Compensation
| Component | Amount/Terms | 2024 Value (Karsner) |
|---|---|---|
| Annual cash retainer | $110,000 cash retainer for non‑employee directors | $110,000 |
| Committee chair fees | +$20,000 for Chairs of Audit, Compensation, ESPP, Finance (if applicable) | Not a chair in 2024 |
| Lead Independent Director fee | +$50,000 (if applicable) | Not applicable |
| Other compensation | Travel accident insurance value | $116 |
| Total (2024) | Sum of cash + equity fair value + other | $365,216 total; see equity below |
Notes: Exxon employees receive no extra pay for serving as directors . Non‑employee directors are reimbursed for reasonable Board‑related expenses .
Performance Compensation
Directors receive equity via restricted stock; there are no formulaic performance metrics for director pay.
| Equity Element | 2024 Grant Mechanics | Karsner 2024 Values/Status |
|---|---|---|
| Annual restricted stock | 2,500 restricted shares granted to continuing non‑employee directors in Jan 2024; grant-date market price $102.04; grant-date fair value shown per SEC rules | Stock awards fair value $255,100 in 2024; received 2,500 shares; cannot sell/pledge while on Board; subject to forfeiture if leaving before retirement age 75 |
| New director one‑time grant | 8,000 restricted shares at appointment (not applicable to 2024 Karsner) | Not applicable |
| Dividends/Vesting | Dividends paid on restricted shares while on Board; shares remain unvested and subject to forfeiture until retirement condition; not pledgeable | As above |
Other Directorships & Interlocks
| Company | Industry Link to XOM | Interlock/Considerations |
|---|---|---|
| Applied Materials, Inc. | Semiconductor equipment; no disclosed XOM customer/supplier interlock | Serves on governance and compensation committees; no related‑party transactions reported by XOM involving non‑employee directors |
The Nominating & Governance Committee reported no related person transactions involving non‑employee directors or their immediate family members for 2024 under SEC and Company standards .
Expertise & Qualifications
- Energy policy and diplomacy (former U.S. Assistant Secretary of Energy; UNFCCC negotiator) .
- Commercialization of energy technologies; venture and private equity experience .
- Public company board governance and compensation oversight (Applied Materials committees) .
- Low‑carbon solutions and technology domain knowledge; global business perspective .
Equity Ownership
| Measure | Amount | As‑of Date |
|---|---|---|
| Beneficial ownership (XOM common) | 35,000 shares | Feb 28, 2025 |
| Restricted shares held (unvested) | 15,500 shares | Dec 31, 2024 |
| Ownership as % of outstanding | Not individually disclosed; Company notes no individual listed >0.007% | Feb 28, 2025 |
Pledging/Hedging: While on the Board, restricted shares cannot be pledged and remain unvested/forfeitable until retirement; directors receive dividends on restricted shares. The Company’s Insider Trading Policy applies to directors and prohibits trading on material non‑public information .
Insider Transactions (Form 4)
| Transaction Date | Filing Date | Form/Type | Shares Acquired | Post‑Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2025‑01‑02 | 2025‑01‑03 | Form 4 (A – Award) | 2,500 | 35,000 | https://www.sec.gov/Archives/edgar/data/34088/000112760225000219/0001127602-25-000219-index.htm |
| 2024‑01‑02 | 2024‑01‑03 | Form 4 (A – Award) | 2,500 | 32,500 | https://www.sec.gov/Archives/edgar/data/34088/000112760224000263/0001127602-24-000263-index.htm |
Governance Assessment
- Board effectiveness and engagement: Karsner sits on ESPP and Nominating & Governance—two oversight-heavy committees where his policy and technology background is directly relevant to safety, environmental issues, public policy, board refreshment, and related‑party oversight . High overall Board attendance and full participation at the annual meeting support engagement quality .
- Independence and conflicts: XOM reports no related‑party transactions involving non‑employee directors; Board determined all non‑employee directors are independent under NYSE and Company standards, indicating low conflict risk based on disclosed relationships .
- Ownership alignment and pay structure: Director pay is heavily equity‑based via restricted stock that remains unvested and non‑pledgeable until retirement, aligning director incentives with long‑term shareholder outcomes; 2024 Karsner pay split shows $110,000 cash and $255,100 fair value in stock awards .
- Shareholder support signal: Karsner’s election received 98.3% “For” votes in 2025 and 95.4% in 2024, indicating strong investor confidence in his board service .
Appendix: Director Compensation Detail (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| Alexander A. Karsner | 110,000 | 255,100 | 116 | 365,216 |
Board and Committee Reference
- Committee memberships (2024): Nominating & Governance (member); Environment, Safety and Public Policy (member) .
- Board meetings and executive sessions (2024): 10 Board meetings; 7 independent director executive sessions; ~99% average attendance; all directors attended the 2024 annual meeting .
Shareholder Votes (Context)
| Item | 2025 Result | 2024 Result |
|---|---|---|
| Karsner election support | 98.3% “For” | 95.4% “For” |
| Say‑on‑Pay (company‑wide) | 92.0% “For” | 92.3% “For” |
Related‑party transactions: None reported for non‑employee directors; procedures require ongoing disclosure and committee review; no exceptions reported since prior fiscal year .