Angela Braly
Director at XOM
Board
About Angela F. Braly
Independent director at Exxon Mobil Corporation since 2016; Age 63. Former Chair, President & CEO of WellPoint (now Elevance Health), with prior public policy and legal leadership roles. At XOM, she serves as Chair of the Compensation Committee and is a member of the Environment, Safety & Public Policy Committee, bringing CEO experience and regulatory expertise to compensation oversight and public policy matters .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WellPoint, Inc. (now Elevance Health) | Chair | 2010–2012 | Led during ACA regulatory transformation; governance oversight |
| WellPoint, Inc. | President & CEO | 2007–2012 | Drove strategic and operational transformation through regulatory change |
| WellPoint, Inc. | EVP, General Counsel & Chief Public Affairs Officer | 2005–2007 | Oversaw legal and public policy strategy |
| Blue Cross Blue Shield of Missouri | CEO | 2003–2005 | Led operating company as chief executive |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Brookfield Asset Management Ltd. | Director | Mar 2025–present | Current public company directorship |
| The Procter & Gamble Company | Director | Dec 2009–Jun 2024 | Former director; chaired Governance & Public Responsibility Committee (prior proxy years) |
| Brookfield Corporation | Director | May 2015–Mar 2025 | Former director (entity renamed from Brookfield Asset Management Inc.) |
| Lowe’s Companies, Inc. | Director | Nov 2013–Jul 2021 | Former director |
| The Policy Circle | Co‑Founder, Director & Secretary | — | Public policy affiliation |
Board Governance
- Independence: The Board determined all non‑employee directors, including Braly, are independent under NYSE and ExxonMobil standards; no transactions requiring consideration were identified for non‑employee directors .
- Committee assignments: Compensation Committee Chair; Environment, Safety & Public Policy Committee member .
- Attendance and engagement: Board met 10 times in 2024; incumbent directors averaged ~99% attendance and no director attended fewer than 75%; seven independent director sessions were held, chaired by the Lead Director .
- Compensation Committee leadership and quality: As Chair, Braly co‑signed the Compensation Committee Report; the Committee uses independent consultant Pearl Meyer, conducts risk assessments, sets award ceilings, and ties outcomes to long‑term strategy and performance .
- Shareholder alignment: Say‑on‑Pay passed with 92% “For” in 2024; Braly authored the committee letter emphasizing long‑term alignment and accountability .
Fixed Compensation (Director)
| Component | Policy/Amount | 2024 Actual (Braly) |
|---|---|---|
| Annual cash retainer | $110,000 per year for non‑employee directors | $122,500 fees earned (reflects retainer plus role‑based adjustments per Company table) |
| Committee chair fee | +$20,000 for Chairs of Audit, Compensation, ESPP, Finance | Included in “Fees Earned or Paid in Cash” total |
| Lead Director premium | +$50,000 (if applicable) | N/A to Braly |
| Meeting fees | Not disclosed as a separate element | — |
| Other | Travel accident insurance cost | $116 |
Notes: Exxon employees receive no additional pay for board service; non‑employee directors are reimbursed for reasonable expenses .
Performance Compensation (Director Equity)
ExxonMobil compensates directors with restricted stock that aligns interests over very long horizons; awards are share‑denominated and subject to forfeiture if a director leaves before the retirement age of 75; restricted shares cannot be sold or pledged while on the Board .
| Metric | 2024 Grant | Ongoing Policy |
|---|---|---|
| Annual grant (incumbent non‑employee directors) | 2,500 restricted shares; grant date market price $102.04 (Jan 2024) | 2,500 restricted shares annually; not adjusted for share price changes |
| Vesting/holding | Unvested until retirement age 75; forfeitable if departure before age 75; no sale/pledge while on Board | Same |
| Option awards | None for directors | None |
2024 director equity grant values (reported at grant‑date fair value): Braly $255,100 .
Other Directorships & Interlocks
| Company | Overlap/Role | Potential Interlock Risk |
|---|---|---|
| Brookfield Asset Management Ltd. | Director (current) | The Board identified no related person transactions involving non‑employee directors; independence affirmed . |
| Procter & Gamble (ended 2024), Brookfield Corporation (ended 2025), Lowe’s (ended 2021) | Former director roles | No related person transactions identified under Company procedures . |
Expertise & Qualifications
- Former large‑cap public company CEO with deep regulatory and public policy experience (ACA era), strengthening oversight of compensation design and long‑term incentives .
- Governance experience across multiple global public boards; financial and risk stewardship capabilities .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (Feb 28, 2025) | 32,575 shares (includes 1,175 shares owned by spouse and 600 shares in family trusts for which Braly serves as co‑trustee) |
| Options | Company disclosed zero shares covered by exercisable options for all incumbent directors and executive officers (aggregate) |
| Restricted shares held (year‑end 2024) | 28,000 restricted shares |
| Pledging/Hedging | Restricted shares cannot be sold or pledged while on the Board |
Insider trades (Form 4 – awards):
| Transaction Date | Filing Date | Type | Shares Granted | Post‑Txn Ownership | Link |
|---|---|---|---|---|---|
| 2023‑01‑03 | 2023‑01‑04 | Award (A) | 2,500 | 25,500 | https://www.sec.gov/Archives/edgar/data/34088/000112760223000348/0001127602-23-000348-index.htm |
| 2024‑01‑02 | 2024‑01‑03 | Award (A) | 2,500 | 28,000 | https://www.sec.gov/Archives/edgar/data/34088/000112760224000226/0001127602-24-000226-index.htm |
| 2025‑01‑02 | 2025‑01‑03 | Award (A) | 2,500 | 30,500 | https://www.sec.gov/Archives/edgar/data/34088/000112760225000195/0001127602-25-000195-index.htm |
Source: Form 4 extracts via insider-trades skill (more current than proxy statements).
Governance Assessment
- Board effectiveness: Braly’s leadership as Compensation Committee Chair is supported by robust processes (independent consultant, risk assessments, award ceilings), and high shareholder support for Say‑on‑Pay (92% in 2024), signaling investor confidence in pay‑for‑performance oversight .
- Alignment and incentives: Director equity is long‑dated restricted stock, unpledgeable and forfeitable before retirement age 75, creating strong long‑term alignment and discouraging short‑termism .
- Independence and conflicts: The Board affirmed independence of all non‑employee directors; the Nominating & Governance Committee identified no related person transactions involving non‑employee directors, reducing conflict risk .
- Attendance and engagement: Strong Board attendance (avg. ~99%) and regular independent sessions; extensive shareholder engagement program reinforces oversight credibility—important given Braly’s role in compensation matters .
- Red flags: None identified specific to Braly; Section 16(a) delinquencies cited for other directors (Goff, Hooley), not Braly; no director change‑in‑control or departure payments; no director options; no pledging permitted .
Overall, Angela Braly brings seasoned CEO and public policy expertise to compensation oversight at XOM, with long‑term, shareholder‑aligned director pay design and no identified related‑party or attendance concerns, supporting investor confidence in governance quality .