Dina Powell McCormick
Director at XOM
Board
About Dina Powell McCormick
Independent director at Exxon Mobil Corporation since 2024; age 51. Committees: Environment, Safety & Public Policy (ESPP) and Nominating & Governance; independence affirmed. Background includes senior finance and sustainability leadership at Goldman Sachs, national security roles in the White House, and investment leadership at BDT & MSD Partners, bringing geopolitical, policy, and investment stewardship expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BDT & MSD Partners | Vice Chair, President, Head of Global Client Services | 2023–present | Investment stewardship and global client leadership |
| The Goldman Sachs Group, Inc. | Global Head of Sustainability & Inclusive Growth | 2018–2023 | Led sustainability strategy and inclusive growth initiatives |
| The Goldman Sachs Group, Inc. | President, Goldman Sachs Foundation; Global Head of Corporate Engagement | 2010–2017 | Corporate philanthropy and stakeholder engagement |
| The Goldman Sachs Group, Inc. | Managing Director | 2007–2010 | Senior leadership in finance |
| Executive Office of the President (White House) | Deputy National Security Advisor; Assistant to the President | 2017–2018 | National security leadership and policy coordination |
| Executive Office of the President (White House) | Assistant to the President, Presidential Personnel | 2003–2005 | Senior personnel oversight |
| Executive Office of the President (White House) | Deputy Assistant to the President, Presidential Personnel | 2001–2003 | Personnel selection and governance |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Robin Hood Foundation | Chair | Not disclosed (affiliation listed) |
| National Geographic Society | Trustee | Not disclosed (affiliation listed) |
| Lincoln Center for the Performing Arts | Trustee | Not disclosed (affiliation listed) |
| Mount Sinai Health System | Trustee | Not disclosed (affiliation listed) |
| Atlantic Council | Board Member | Not disclosed (affiliation listed) |
Additional affiliations noted: U.S. Department of State (Assistant Secretary of State, Educational & Cultural Affairs), Republican National Committee (Director, Congressional Affairs), and U.S. House of Representatives (Staff Member) .
Board Governance
- Independence: Listed as independent director; no related-person transactions disclosed for her in the proxy .
- Committees: ESPP and Nominating & Governance; no chair roles disclosed for her in 2024/2025 .
- Attendance and engagement: Board met 10 times in 2024; incumbent directors averaged ~99% attendance; none below 75%; all directors attended the 2024 annual meeting. Non-employee directors held seven independent sessions in 2024, chaired by the Lead Director .
- Onboarding and evaluation: New directors undergo ~20 hours of onboarding; annual board and committee evaluation overseen by the Lead Director; shareholder communication channels to individual directors and committees are established .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Non-employee director retainer |
| Committee chair fee | $0 | Only for chairs; $20,000 per year (not applicable to her in 2024) |
| Lead Director fee | $0 | $50,000 per year (not applicable) |
| Other compensation | $116 | Travel accident insurance cost |
| Total cash reported (2024) | $110,000 | Fees earned or paid in cash |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Price | Grant-Date Fair Value | Vesting/Restriction Terms |
|---|---|---|---|---|---|
| Restricted stock (new director one-time grant) | Jan 2024 | 8,000 shares | $102.04 | $816,320 | Shares remain unvested while on Board; receive cash dividends; cannot be sold or pledged; subject to forfeiture if director leaves Board early (before retirement age 75) |
| Annual restricted stock grant for incumbents | Jan 2024 | 2,500 shares | $102.04 | $255,100 | Policy for continuing incumbents; not shown as awarded to her in 2024 (year-end restricted count shows 8,000) |
Exxon’s director equity is entirely in restricted shares, aligning director compensation one-for-one with share price and prohibiting sale/pledge during service; forfeiture applies upon early departure, reinforcing long-term alignment .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company directorships | None |
| Prior public company directorships (last five years) | None |
| Potential interlocks/conflicts | No related-person transactions disclosed in proxy; firm-wide guidelines for related-person transactions are maintained |
Expertise & Qualifications
- Geopolitical, national security, and economic expertise; investment stewardship and portfolio management experience .
- Public policy/regulatory and global business experience; sustainability leadership .
- Risk management and low carbon solutions technology/safety exposure noted by Board skills matrix .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares owned (beneficial) | 10,500 | As of Feb 28, 2025 (director-level disclosure) |
| Restricted shares (year-end 2024) | 8,000 | From new director grant; remain unvested |
| Options (exercisable) | 0 | Incumbent directors and executive officers together held zero exercisable options |
| Pledging/Hedging | Restricted shares cannot be pledged; dividends permitted on restricted shares |
Insider Trades
| Item | 2024 Status | Notes |
|---|---|---|
| Delinquent Section 16 filings | None reported for Dina Powell McCormick | Delinquent Form 4 filings noted for other directors (Goff, Hooley), not for her |
Governance Assessment
- Board effectiveness: Her geopolitical/national security and sustainability background strengthens oversight of global strategy, policy risk, and investor stewardship—relevant for XOM’s license-to-operate and energy-transition oversight on ESPP and Nominating & Governance .
- Alignment: Large, unpledgeable restricted stock grant with forfeiture on early departure creates long-term alignment and discourages short-termism; no options held, avoiding leverage and risk-taking incentives .
- Independence & engagement: Independent status, strong boardwide attendance (~99%), and structured onboarding/evaluation signal robust governance processes and director engagement .
- Conflicts: No related-party transactions disclosed; presence at BDT & MSD Partners warrants ongoing monitoring for potential investment overlaps, but proxy indicates formal related transaction review procedures in place; no red flags disclosed .
- RED FLAGS: None disclosed for her on attendance, Section 16 compliance, or related-party transactions; restricted shares cannot be pledged, reducing alignment risk .