Joseph Hooley
Lead Independent Director at XOM
Board
About Joseph L. Hooley
Lead Independent Director of Exxon Mobil Corporation; director since 2020; age 68. Former Chair and CEO of State Street, overseeing servicing of >$35T in assets and stewardship of >$4T, bringing deep investor stewardship, risk, and governance expertise to XOM’s board. Current XOM committee assignments: Compensation; Executive; and Chair of Nominating & Governance. Independence affirmed by the Board under NYSE and XOM standards; he chairs seven independent director executive sessions annually as Lead Director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State Street Corporation | Chair (2011–2019); CEO (2010–2018); President & COO (2008–2014); EVP & Head of Investor Services (2002–2008); Vice Chairman roles (2006) | 2002–2019 | Led tech transformation, globalization, portfolio stewardship; investor risk perspective (>$35T serviced; >$4T stewarded). |
| Boston Financial Data Services | President & CEO | 1990–2000 | Financial operations and servicing leadership experience. |
| National Financial Data Services | President & CEO | 1988–1990 | Financial services leadership; operational rigor. |
| State Street Corporation (Board) | Director | Oct 2009–Dec 2019 | Long board tenure through post-GFC regulatory changes. |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| Aptiv PLC | Director; Chair, Compensation & Human Resources Committee; Audit Committee member | Jan 2020–present | Human capital, governance oversight in technology/auto supply. |
| Liberty Mutual Insurance | Director | 2019–present | Insurance and risk management perspective. |
| OnCorps, Inc. | Director | Jan 2022–present | Technology and analytics governance. |
Board Governance
- Committee assignments: Compensation; Executive; Chair, Nominating & Governance (Lead Director).
- Lead Independent Director authorities include: calling/chairing executive sessions; agenda review/approval; advising Chair on information quality; engaging with shareholders; leading annual Board evaluation; and, with Compensation Committee, overseeing CEO evaluation and succession planning.
- Independence and attendance: XOM’s Board affirms all non‑employee directors are independent; Audit, Compensation, Nominating & Governance, and ESPP committees are 100% independent. Board met 10 times in 2024; average attendance ~99%; no director below 75%; seven independent sessions were held and chaired by the Lead Director.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Standard non‑employee director retainer. |
| Lead Director premium | $50,000 | Additional cash retainer for Lead Director. |
| Total fees earned (2024) | $160,000 | Reported for Hooley in 2024. |
| Committee chair fees | $0 | Chair fees apply to Audit, Compensation, ESPP, Finance ($20,000); Nominating & Governance chair not listed for an additional fee. |
| Other compensation | $116 | Travel accident insurance cost. |
Performance Compensation
| Equity Element | Grant detail | Fair value | Vesting/Restrictions | Dividends | Notes |
|---|---|---|---|---|---|
| Annual restricted stock (2024) | 2,500 shares; award date price $102.04 | $255,100 | Restricted shares remain unvested; subject to forfeiture if director leaves before retirement age 75; cannot be sold or pledged while serving. | Paid while unvested | Aligns one‑for‑one with share price; no options granted to directors. |
| New director initial grant (policy) | 8,000 restricted shares at first election | N/A | Same restrictions as above | Paid while unvested | Not applicable to Hooley in 2024; policy disclosure. |
No formulaic performance metrics are used for director equity awards; director compensation is cash retainer plus time‑based restricted stock with long forfeiture/retention design.
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Aptiv PLC | Director; Chair Comp & HR; Audit member | No XOM‑disclosed related‑party transactions; Board affirmed independence for all non‑employee directors. |
| Liberty Mutual Insurance | Director | No related‑party transactions disclosed. |
| OnCorps, Inc. | Director | No related‑party transactions disclosed. |
| Prior: State Street Corporation | Former Chair/CEO; ex‑Director | State Street is a >5% beneficial owner of XOM (5.1%); Board found no related‑person transactions and affirmed independence of non‑employee directors. |
Expertise & Qualifications
- Former large‑cap public company CEO with deep investor stewardship and risk management experience; extensive public company board governance expertise.
- Global business and financial expertise; portfolio management and regulatory oversight perspectives useful for capital allocation and risk.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares owned (Feb 28, 2025) | 20,718 | Includes 218 shares held in a trust for which Hooley serves as co‑trustee. |
| Restricted shares held (YE 2024) | 18,000 | Director equity is restricted until retirement; subject to forfeiture if leaving before age 75; cannot be pledged. |
| Options (exercisable) | 0 | No stock options for directors. |
| Ownership vs XOM outstanding | <0.007% for any individual | No director or NEO owns >0.007% of outstanding shares. |
Insider Trades
| Date/Context | Filing | Note |
|---|---|---|
| 2024 (conversion of Pioneer shares into XOM stock) | Form 4 (late) | Hooley failed to timely file one Form 4 related to Pioneer conversion. |
Governance Assessment
- Board effectiveness: As Lead Independent Director and Chair of Nominating & Governance, Hooley drives board refreshment, evaluations, shareholder engagement criteria, and CEO evaluation in concert with the Compensation Committee—strengthening oversight and investor confidence.
- Alignment: Strong director pay‑for‑governance design—modest cash retainer plus significant restricted stock that cannot be sold or pledged and is forfeitable until retirement—promotes long‑term alignment with shareholders.
- Independence/Conflicts: Board affirmed independence for all non‑employee directors and found no related‑person transactions involving directors or >5% holders; note Hooley’s past State Street affiliation while State Street is a 5%+ holder, but no related transactions identified.
- Attendance/Engagement: Near‑perfect attendance (~99% average) and seven independent sessions chaired by the Lead Director signal active oversight; all directors attended the 2024 annual meeting.
- Red flags: One late Form 4 related to Pioneer conversion in 2024; otherwise, no hedging/pledging and no change‑in‑control benefits for directors; no related‑party transactions disclosed.