Kaisa Hietala
Director at XOM
Board
About Kaisa Hietala
Independent director of Exxon Mobil Corporation since 2021; age 54. She brings a breadth of energy-industry operating experience, having led transformation at Neste into renewable products, and has an academic background in geophysics, giving the Board scientific and low‑carbon technology expertise . She serves on ExxonMobil’s Audit and Finance Committees, reinforcing oversight of financial reporting, controls, capital allocation, and risk .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neste Corporation | Executive Vice President, Renewable Products; Executive Committee member | 2014–2019; 20-year career at Neste across E&P, crude trading, strategy | Led strategic review that created Renewable Products segment; transformation into a leading renewable diesel producer |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rio Tinto Group | Non-executive director | Mar 2023–present | Member: Audit, Nominations, Sustainability Committees |
| SmurfitWestrock Plc | Senior Independent Director | Jul 2024–present | Chair: Sustainability Committee; Member: Nomination Committee |
| Smurfit Kappa Group Plc | Non-executive director; Senior Independent Director (2022–2024) | Oct 2020–Jul 2024 | Chair: Sustainability Committee; Member: Nomination Committee |
| Kemira Oyj | Non-executive director | Mar 2016–Mar 2021 | Board member |
| Greencode Ventures Oy | Chair | 2023–present | Private board leadership |
| Tracegrow Oy | Chair | 2019–2024 | Private board leadership |
| Academic/Sustainability affiliations | Partner/Founder/Advisory roles | Various | New Sustainability Oy (partner); Oulu University Supervisory Board (member); Susformation Oy (Founder); Aalto University Sustainability Hub Advisory Board (former member) |
Board Governance
- Committee memberships: Audit Committee and Finance Committee; not a committee chair at ExxonMobil .
- Independence: Board determined all non‑employee directors, including Hietala, are independent under NYSE and ExxonMobil standards; all Audit, Compensation, Nominating & Governance, and Environment, Safety & Public Policy committee members are independent .
- Attendance: Board met 10 times in 2024; incumbent directors on average attended ~99% of Board and committee meetings, and no director attended fewer than 75%; all directors attended the 2024 annual meeting .
- Engagement: Non‑employee directors held seven independent sessions in 2024, chaired by the Lead Director .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Standard non‑employee director retainer |
| Committee chair fee | $0 | Chairs receive $20,000; Hietala is not a chair |
| Lead Director premium | $0 | Lead Director receives $50,000; not applicable |
| Other compensation (insurance) | $116 | Cost of travel accident insurance |
| Total cash & other | $110,116 | Sum of retainer and insurance |
Performance Compensation
| Equity Element | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting / Forfeiture | Notes |
|---|---|---|---|---|---|
| Annual restricted stock award | Jan 2024 | 2,500 | $255,100 (2,500 × $102.04) | Unvested until retirement (age 75 guideline); subject to forfeiture if director leaves Board early; cannot be sold or pledged while on Board | Directors receive cash dividends on restricted shares; program aligns 1‑for‑1 with share price |
| Options / PSUs | N/A | 0 | 0 | N/A | No option awards; program is time‑based restricted stock for directors |
ExxonMobil’s director compensation structure consists of cash retainer plus time‑based restricted stock; no meeting fees or change‑in‑control benefits for directors .
Other Directorships & Interlocks
- Current public company boards: Rio Tinto Group; SmurfitWestrock Plc .
- Prior public company boards (last five years): Smurfit Kappa Group Plc; Kemira Oyj .
- Potential interlocks/conflicts: The Nominating & Governance Committee reviews all directors’ service on other boards and must pre‑approve new board seats to manage time commitments and potential conflicts; no related‑person transactions were identified for non‑employee directors in the latest review .
Expertise & Qualifications
- Industry transformation leadership: Led Neste’s pivot to renewable diesel at scale .
- Scientific/technology expertise: Academic background in geophysics; low‑carbon solutions technology and safety experience .
- Capital‑intensive operations and risk stewardship: Leadership in large‑scale energy/commodity business; risk management and investment stewardship experience .
- Public company governance: Extensive committee work across Audit, Nominations, Sustainability at global issuers .
Equity Ownership
| Metric | As of | Amount | Notes |
|---|---|---|---|
| Shares owned (beneficial) | Feb 28, 2025 | 18,000 | Listed in director ownership table |
| Restricted shares held (unvested) | Dec 31, 2024 | 15,500 | Aggregate restricted shares outstanding year‑end |
| Ownership vs outstanding | Dec 31, 2024 | Below 0.007% | No individual director or NEO owns ≥0.007% |
| Pledging/hedging | Policy | Not permitted for restricted shares; anti‑hedging policy in place | |
| Section 16 compliance | 2024 | No delinquent filings noted for Hietala; delinquencies involved others (Goff, Hooley) |
Governance Assessment
- Strengths: Independent director; dual membership on Audit and Finance Committees strengthens financial controls and capital allocation oversight . No related‑party transactions identified; Board‑level independence affirmed for all non‑employee directors . Director compensation aligns long‑term via unvested restricted stock until retirement, prohibiting pledging and encouraging alignment with investors .
- Attendance/engagement: Board averaged ~99% attendance with seven independent sessions; full attendance at 2024 annual meeting enhances confidence in oversight rigor .
- Compensation governance context: Say‑on‑Pay support was 92% in 2024, indicating strong investor confidence in broader pay practices and governance oversight; directors receive no change‑in‑control benefits .
- Potential conflicts/time commitments: Nominating & Governance Committee monitors directors’ outside boards and pre‑approves new seats; this mitigates overboarding and interlock risks . No conflicts flagged in latest review .
RED FLAGS
- None disclosed specific to Hietala: no related‑party transactions, no hedging/pledging of stock, no Section 16 filing issues noted for her .