Jeffrey Ubben
Director at XOM
Board
About Jeffrey W. Ubben
Independent director at Exxon Mobil Corporation since 2021; age 63. Committees: Environment, Safety and Public Policy; Finance. The Board determined all non‑employee directors, including Mr. Ubben, are independent under NYSE and ExxonMobil standards. Board met 10 times in 2024; directors on average attended ~99% of Board/committee meetings, and all directors attended the 2024 annual meeting. No director attended fewer than 75% in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inclusive Capital Partners, L.P. | Founder, Portfolio Manager, Managing Partner | 2020–present | Focus on increasing shareholder value and promoting ESG practices |
| ValueAct Capital Management, L.P. | Founder & CEO; CIO | 2000–2020; 2000–2017 | Activist investor; board engagement experience across >20 public companies |
| Blum Capital Partners, L.P. | Managing Partner | 1995–2000 | Value investing, capital allocation |
| Fidelity Investments | Portfolio Manager, Research Analyst (various positions) | 1987–1995 | Public markets investing, research |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bayer AG | Director | Apr 2024–present | Current public company board |
| Vistry Group Plc | Director | Mar 2023–Jan 2024 | Prior public company board (last 5 yrs) |
| Enviva Inc. | Director | Jun 2020–Nov 2023 | Prior public company board (last 5 yrs) |
| Fertiglobe Plc | Director | Nov 2021–Mar 2023 | Prior public company board (last 5 yrs) |
| AppHarvest, Inc. | Director | May 2019–Mar 2022 | Prior public company board (last 5 yrs) |
| Nikola Corporation | Director; Chair of Nominating & Corporate Governance Committee | Sep 2019–Feb 2022 | Governance committee leadership |
| The AES Corporation | Director | Jan 2018–Mar 2021 | Prior public company board (last 5 yrs) |
| Noodle Corporation | Board Member | Not specified | Private/other affiliation |
| World Wildlife Fund | Board Member | Not specified | Non‑profit board |
| Duke University | Board Member | Not specified | Academic board |
Board Governance
- Committee assignments: Environment, Safety and Public Policy; Finance; not a committee chair .
- Independence: Board determined all non‑employee directors and all members of Audit, Nominating & Governance, Compensation, and ESPP committees are independent; no transactions requiring consideration under independence standards were identified for directors .
- Attendance: Board met 10 times in 2024; average director attendance ~99%; no director below 75%; seven executive sessions of non‑employee directors; all directors attended the 2024 annual meeting .
- Lead Independent Director authority and governance processes described (executive sessions, evaluation oversight, shareholder engagement) .
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $110,000 | |
| Committee chair fee (Audit/Comp/ESPP/Finance) | $20,000 | |
| Lead Director retainer | $50,000 | |
| Equity – annual grant (incumbent directors) | 2,500 restricted shares; Jan 2024 grant price $102.04 | |
| Equity – initial grant (new directors) | 8,000 restricted shares | |
| Vesting/forfeiture | Restricted shares remain unvested until retirement age; subject to forfeiture if director leaves Board before 75; cannot be sold or pledged while on Board | |
| Meeting fees | Not disclosed (comp elements described as retainer + restricted stock) |
Director-specific 2024 compensation:
| Name | Fees Earned ($) | Stock Awards Fair Value ($) | Option Awards ($) | Non‑Equity Incentive ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| Jeffrey W. Ubben | 110,000 | 255,100 | 0 | 0 | 116 | 365,216 |
Restricted shares held at year‑end 2024:
| Name | Restricted Shares |
|---|---|
| Jeffrey W. Ubben | 15,500 |
Change‑in‑control/termination: Non‑employee directors are not entitled to payments or benefits upon change in control or leaving the Board (other than described insurance) .
Performance Compensation
| Item | Detail |
|---|---|
| Performance‑based equity (PSUs) | None disclosed for directors; director equity is time‑based restricted stock |
| Option awards | $0 for all listed directors (including Mr. Ubben) |
| Non‑equity incentive plan | $0 for directors; no bonus program for directors disclosed |
| Performance metrics tied to director pay | Not applicable; director compensation structure emphasizes long‑term alignment via restricted stock |
Other Directorships & Interlocks
- Current public board: Bayer AG (pharmaceuticals) .
- Prior boards in last five years include Vistry Group Plc (homebuilding), Enviva Inc. (bioenergy), Fertiglobe Plc (fertilizers), AppHarvest (agtech), Nikola (EV), AES (power) .
- Potential interlocks/conflicts: The Nominating & Governance Committee identified no related person transactions for non‑employee directors or immediate family members requiring reporting under SEC or ExxonMobil standards . Independence affirmed for all non‑employee directors .
Expertise & Qualifications
- Skills highlighted: financial expertise and portfolio management; risk management/investment stewardship; relevant scientific/technology experience; low carbon solutions technology and safety; public company board governance .
- Background: Over 20 public company boards; leading activist investor focused on return‑driven, environmental, and socially active investing; energy transition investing experience (carbon capture, hydrogen) .
- Education: Not disclosed in the proxy for Mr. Ubben .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares Owned (beneficial) | 18,000 |
| Restricted Shares (unvested) | 15,500 |
| Percent of Outstanding Shares | ~0.00041% (18,000 / 4,353,802,224) |
| Shares pledged as collateral | Restricted shares cannot be pledged; no pledging disclosed for Mr. Ubben |
| Hedging policy | Company discloses Anti‑Hedging Policy as part of governance practices |
Note: “Shares Owned” reflects beneficial ownership as of February 28, 2025; restricted shares remain unvested and cannot be sold or pledged while on the Board .
Governance Assessment
- Independence and conflicts: Independence affirmed; no related person transactions identified for non‑employee directors; strong Code of Ethics and Insider Trading Policy in place .
- Committee roles: Finance and ESPP committees align with Mr. Ubben’s investing and energy transition expertise, supporting oversight of capital allocation and environmental/safety/public policy risks .
- Attendance/engagement: Board met 10 times; average attendance ~99%; seven executive sessions; all directors attended the 2024 annual meeting, indicating strong engagement .
- Director compensation alignment: Time‑based restricted stock with very long vesting/forfeiture until retirement directly ties director wealth to long‑term shareholder outcomes; no options or performance‑metric equity; no change‑in‑control benefits .
- Shareholder signals: 2024 Say‑on‑Pay support at 92% and director election support ranging from 87% to 98% suggest investor confidence in governance and oversight; extensive shareholder engagement program disclosed .
- RED FLAGS: None disclosed for Mr. Ubben regarding related‑party transactions, low attendance, or pay anomalies in the proxy. Ubben not named in the 2024 delinquent Section 16(a) report (others identified were Mr. Goff and Mr. Hooley) .