Darren Woods
About Darren Woods
Darren W. Woods (age 60) is Chairman of the Board and Chief Executive Officer of Exxon Mobil Corporation. He has served as a director since 2016 and as Chairman & CEO since 2017, after joining ExxonMobil in 1992 and holding senior roles across refining, supply, and corporate leadership . Under his leadership, ExxonMobil reports IOC-leading earnings, ROCE, cash flow and multi-year TSR outperformance versus peers; 2024 TSR was 11.3%, with 3-year/5-year/10-year averages of 25.0%/14.5%/6.1% respectively .
Company financial context during his tenure:
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($MM) | 178,574* | 276,692* | 398,675* | 334,697* | 339,247* |
| EBITDA ($MM) | 17,016* | 44,288* | 89,648* | 66,356* | 64,294* |
| *Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ExxonMobil | Chairman & CEO | 2017–present | Led portfolio transformation, Pioneer and Denbury acquisitions; advanced low carbon platforms and delivered IOC-leading financial metrics . |
| ExxonMobil | President | 2016–present | Enterprise leadership and plan stewardship . |
| ExxonMobil | Senior Vice President | 2014–2015 | Corporate leadership . |
| ExxonMobil Refining & Supply Company | Vice President; President | 2012–2014 | Global refining and supply operations leadership . |
| ExxonMobil | Various roles | 1992–2011 | Progressive leadership in global, safety-critical operations . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Business Roundtable; Business Council; Oil and Gas Climate Initiative; National Petroleum Council (former Chair) | Member/Chair roles | Ongoing | Industry leadership and policy engagement . |
| Center for Strategic and International Studies | Trustee | Ongoing | Policy/strategy advisory . |
| Public company boards | None | N/A | No current or prior public company directorships in last five years . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base Salary ($) | 1,703,000 | 1,875,000 | 1,969,000 | 2025 annual salary increased to $2,058,000 effective Jan 1, 2025 . |
| Annual Cash Bonus ($) | 6,382,000 | 4,787,000 | 4,548,000 | Bonus pool tied to 2/3 of YoY earnings change; 2024 program -5%; CEO bonus ≈231% of salary . |
Perquisites and other compensation (2024): personal security $97,904; aircraft (required for security) $148,758; company savings plan contributions $137,830; financial planning $12,401; total “All Other” $396,893 .
Performance Compensation
| Item | Metric/Structure | 2024 Outcome | Vesting/Clawback |
|---|---|---|---|
| Long-Term Equity (“Performance Shares”) | Share-denominated RSUs; grant level based on performance assessment; not adjusted for price; majority of TDC in equity . | 225,000 units granted on 11/26/2024; grant-date value $26,721,000 . | 50% vests at 5 years; 50% at 10 years; no acceleration except death; unvested cannot be used as collateral; full award subject to clawback/forfeiture provisions . |
| Annual Bonus | Company earnings change (2/3 factor) applied to award matrix; individual performance . | $4,548,000 . | Bonus subject to clawback for material negative restatement . |
| CEO Evaluation Dimensions | Equal weighting across four strategic objectives: Operations, Financial, Energy Transition, Business Portfolio . | 2024: Industry-leading safety; on-track GHG intensity plans; IOC-leading earnings/ROCE/TSR; Pioneer and Denbury integrations; progress in CCS/hydrogen/lithium . | Drives grant sizing; no formulaic PSU scorecards; long restriction periods (5/10 years) align to multi-decade investments . |
Realized vesting in 2024: 90,000 shares vested (value $10,688,400) .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Shares owned (2/28/2025) | 311,586 shares (includes 757 shares held by spouse); 0 options . |
| Unvested equity outstanding (YE 2024) | 1,498,550 performance shares; YE market value $161,199,024 at $107.57 . |
| Upcoming lapse of restrictions (units) | 2025: 102,500; 2026: 107,500; 2027: 112,500; 2028: 112,500; 2029: 112,500; 2030 and later (incl. post-retirement): 951,050 . |
| Ownership vs guidelines | Policy requires significant ownership; CEO stock ownership ≈98x salary (driven by 84% unvested shares); other NEOs 46–82x; no accelerated vesting at retirement . |
| Hedging/pledging | Anti-hedging/derivatives policy for executives/directors; unvested awards cannot be used as collateral; no explicit disclosure of pledged shares by Mr. Woods . |
| Ownership concentration | None of the named executives/directors owns >0.007% of outstanding shares . |
Vesting cadence suggests staggered long-dated supply over 2025–2030+, reducing near-term selling concentration risk; unvested awards remain forfeitable for up to 10 years post-retirement upon detrimental activity .
Employment Terms
- Employment status: At-will; no employment contract .
- Severance/change-in-control: No severance agreements; no change-in-control arrangements; no accelerated vesting at retirement (except death) .
- Clawbacks/forfeiture: Board-authorized bonus clawback upon material negative restatement; full awards subject to clawback language; strong forfeiture provisions up to 10 years post-retirement .
- Deferred comp and pension:
- Nonqualified Supplemental Savings Plan: Company credits $113,680 in 2024; aggregate balance $1,086,812 at YE 2024 .
- Present value of accumulated pension benefits (YE 2024): EMPP $2,186,751; SPP $11,070,730; APP $38,098,916; total $51,356,397; lump sum eligible; early retirement provisions defined .
Pension/change-in-pension value contributors in 2024 were driven by interest rates, final average salary/bonus, and age/service .
Board Governance
- Roles: Chairman of the Board and CEO; Executive Committee Chair; Finance Committee member .
- Independence: Combined Chair/CEO structure with strong Lead Independent Director (Joseph L. Hooley) empowered to set agendas, lead executive sessions, oversee evaluations, and engage shareholders; >90% of directors are independent; all key committees fully independent .
- Dual-role implications: Board explicitly evaluated and supports combined Chair/CEO given CEO’s deep knowledge; Lead Director and independent committees provide counterbalance and oversight .
Director Compensation (Employee Director)
- ExxonMobil employees receive no additional pay for serving as directors (non-employee director program separate) .
Compensation Peer Group and Say-on-Pay
- Compensation benchmark peers: AT&T, Boeing, Chevron, Ford, General Electric, General Motors, IBM, Johnson & Johnson, Pfizer, Procter & Gamble, RTX, Verizon .
- Independent consultant: Pearl Meyer advises the Compensation Committee (no other services to ExxonMobil) .
- Say-on-Pay: 2024 “For” vote 92% (vs. 91% in 2023/2022), indicating strong investor support for program design .
Performance & Track Record
- 2024 business performance: IOC-leading financials; >$12B structural cost savings vs. 2019; debt-to-capital ~13%; $36B capital returned to shareholders (dividends + buybacks); progress on low carbon projects and portfolio high-grading (Pioneer/Denbury) .
- Operating/safety: Four consecutive years of industry-leading personnel safety; zero higher-consequence process safety events for three consecutive years; on track for 2030 emissions intensity plans .
- Financial metrics vs peers: ROCE 10-year average 9.1% (peers 2.3%–7.2%); CFOAS 2024 $60.0B (non-GAAP); TSR outperformance over multi-year horizons .
Compensation Structure Analysis
- Long-term, share-denominated equity (5/10-year vesting) dominates pay mix (≈80% of CEO TDC), heightening exposure to long-term stock outcomes and discouraging short-termism; grants not adjusted for stock price at award .
- Annual bonus pool formulaic tie to earnings change (2/3 factor) introduces cyclicality; 2024 bonus down 5% in line with YoY earnings .
- Governance strengths: no employment contracts, severance, or CIC; no option grants; anti-hedging; strong forfeiture and extensive clawback coverage; no “make-whole” grants if equity value falls .
Investment Implications
- Alignment: Extremely long equity restriction periods (5/10-year) and sizable unvested holdings (≈1.5M units) tightly align Mr. Woods with long-term shareholder value creation; near-term selling pressure limited by vesting cadence and forfeiture/anti-collateral rules .
- Risk controls: Absence of CIC/severance safety nets, plus clawback/forfeiture, increases accountability and reduces “pay for failure” risk—investor-friendly in down-cycles .
- Retention: Long-dated vesting and substantial pension/SERP balances support retention; however, program’s heavy equity-at-risk means realized pay will remain sensitive to multi-year TSR and commodity cycles .
- Governance oversight: Combined Chair/CEO mitigated by empowered Lead Independent Director and fully independent committees; strong say-on-pay support suggests investor confidence in oversight and design .
Note: Education credentials and non-compete/non-solicit terms were not disclosed in the 2025 Proxy and related filings reviewed. All data above sourced from ExxonMobil’s 2025 DEF 14A unless otherwise indicated.