John Harris II
Director at XOM
Board
About John D. Harris II
Independent director at Exxon Mobil Corporation since 2023; age 63. Former CEO of Raytheon International with a global operating background across contracts, supply chain, business development, and transformation. Current XOM Board committee memberships: Audit and Compensation. The proxy emphasizes his competencies in talent management, culture development, and strategic planning .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raytheon International, Inc. | Chief Executive Officer | 2013–2020 | Led global operations and customer-focused transformation |
| Raytheon Technologies Corporation | Various leadership positions (GM IIS; President Raytheon Technical Services; VP Operations & Contracts – Electronic Systems; VP Contracts – Government/Defense; VP Contracts & Supply Chain; VP Business Development) | 1983–2020 | Strategic, functional, and operational leadership across capital-intensive programs |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flex Ltd. | Director | Nov 2020–present | Compensation & People Committee member |
| Cisco Systems, Inc. | Director | Jun 2021–present | Audit; Compensation & Management Development Committees |
| Kyndryl Holdings, Inc. | Director | Sep 2021–present | Nominating & Corporate Governance Committee member |
| Redwood Library and Athenaeum | Board member | n/a | Non-profit governance |
| McLaren Racing | Advisory Team member | n/a | Advisory engagement |
Board Governance
- Committee assignments: Audit and Compensation; Harris serves as a member, not as a chair .
- Independence: Board determined all non-employee directors (including Harris) are independent under NYSE and XOM standards; all Audit, Compensation, Nominating & Governance, and ESPP committee members are independent .
- Attendance: Board met 10 times in 2024; incumbent directors averaged ~99% attendance; no director attended fewer than 75%; all directors attended the May 29, 2024 annual meeting; seven independent sessions were held, chaired by the Lead Director .
- Governance policies: Directors prohibited from hedging/derivative transactions under the Insider Trading Policy; restricted director shares remain unvested and cannot be sold or pledged; forfeiture applies if a director leaves before the retirement age of 75 .
- Time commitments and interlocks: The Nominating & Governance Committee reviews all directors’ other board service at least annually; directors must review any additional board seat with the Committee to avoid potential conflicts .
- Committee charters and governance guidelines: Available at exxonmobil.com/governance .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual Cash Retainer | $110,000 |
| Committee Chair Fee (if applicable) | $0 (Harris not a chair) |
| Lead Director Fee (if applicable) | $0 (Harris not Lead Director) |
| Other Compensation (travel accident insurance) | $116 |
| Total Cash & Other | $110,116 |
Director cash retainers: $110,000 per year; Committee chairs receive +$20,000; Lead Director receives +$50,000 . Non-employee directors are not entitled to any payments or benefits resulting from a change in control of the Corporation .
Performance Compensation
| Equity Element | Detail |
|---|---|
| Annual Restricted Stock Grant (incumbent directors) | 2,500 restricted shares granted January 2024; award-date market price $102.04 |
| One-time New Director Grant | 8,000 restricted shares upon first election (not applicable to Harris in 2024) |
| Stock Awards (2024 grant-date fair value) | $255,100 |
| Options | $0 (no option awards to non-employee directors) |
| Dividends on Restricted Shares | Same cash dividends as common stock while unvested; cannot be sold or pledged; subject to forfeiture if director leaves before retirement age |
No performance metric-based awards for directors; equity is time-restricted restricted stock intended to align with long-term investor interests .
Other Directorships & Interlocks
| External Board | Potential Interlock Consideration | XOM Disclosure |
|---|---|---|
| Flex Ltd.; Cisco Systems; Kyndryl Holdings | Technology and services exposure; typical information flow via oversight roles | Nominating & Governance Committee reviewed independence; no transactions/relationships requiring consideration; all non-employee directors deemed independent . Directors’ additional board service monitored and pre-cleared to avoid conflicts . |
Expertise & Qualifications
- Global business experience; operational leadership in capital-intensive industries; technology and risk stewardship; financial expertise and portfolio management .
- Boardroom competencies include public policy/regulatory experience, customer success focus, transformation leadership, talent and culture development, strategic planning .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Owned (beneficial) | 13,250 (includes 250 shares jointly owned with spouse) |
| Restricted Shares (unvested) at YE 2024 | 10,500 |
| Ownership as % of Shares Outstanding | ~0.0003% (13,250 / 4,353,802,224 outstanding at 12/31/2024) |
| Exercisable Options | 0 (no director options outstanding/awarded) |
| Pledging/Hedging | Restricted director shares cannot be pledged; directors prohibited from derivative/hedging transactions under Company policy |
On February 28, 2025, all incumbent directors and executive officers together owned ~0.03% of outstanding shares; none of the individuals owns more than 0.007% .
Governance Assessment
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Positives:
- Independent director with deep operating and transformation experience; serves on Audit and Compensation, strengthening Board effectiveness in financial oversight and pay governance .
- Strong attendance culture and independent sessions indicate active oversight; all directors attended 2024 annual meeting .
- Director pay structure emphasizes long-horizon alignment via restricted stock that cannot be sold or pledged and is forfeitable upon early departure; no change-in-control benefits .
- Independence affirmed; no related person transactions identified; committee members all independent .
-
Watch items:
- Multiple outside public company boards (Flex, Cisco, Kyndryl) can create time-commitment pressures; XOM mitigates via annual review and pre-clearance of additional board seats by the Nominating & Governance Committee .
- No individual attendance rate disclosed; aggregate Board/committee attendance is high, but continue monitoring director-specific engagement .
-
RED FLAGS:
- None identified in the proxy regarding related-party transactions, pledging, hedging, or director change-in-control entitlements .