Lawrence Kellner
Director at XOM
Board
About Lawrence W. Kellner
Independent director at Exxon Mobil Corporation since 2023; age 66. Former Chairman & CEO of Continental Airlines and President of Emerald Creek Group, Kellner brings deep operational experience in highly regulated, capital‑intensive industries and serves as Chair of the Environment, Safety and Public Policy (ESPP) Committee, and as a member of the Executive and Nominating & Governance Committees . The Board has determined all non‑employee directors, including Kellner, are independent under NYSE and ExxonMobil standards . In 2024, the Board met 10 times with ~99% average attendance and no director below 75%; non‑employee directors held seven independent sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continental Airlines, Inc. | Chairman & CEO | 2004–2009 | Led a large, regulated, capital‑intensive business; expertise relevant to XOM’s long‑cycle operations |
| Continental Airlines, Inc. | President & COO | 2003–2004 | Operational leadership in safety‑critical environment |
| Continental Airlines, Inc. | President | 2001–2003 | Senior executive experience in complex operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Emerald Creek Group, LLC | President | 2010–present | Private company leadership |
| The Boeing Company | Independent Chair; Director | 2011–May 2024 (Chair Dec 2019–Mar 2024) | Prior public company leadership; not currently on any public boards |
| Marriott International, Inc. | Lead Independent Director; Director | 2002–May 2022 (Lead ID 2013–2022) | Governance leadership experience |
| Sabre Corporation | Chair of the Board; Director | 2013–Apr 2020 (Chair 2013–Jan 2020) | Travel/tech sector board experience |
Board Governance
- Current XOM committee assignments: Chair, Environment, Safety and Public Policy (ESPP); Member, Executive; Member, Nominating & Governance .
- 2024 committee membership record (for context): served on Nominating & Governance and Executive Committee in 2024 .
- Independence: Board determined all non‑employee directors are independent; no transactions/relationships requiring consideration were identified for non‑employee directors .
- Attendance and engagement: Board met 10 times in 2024 with ~99% average attendance; seven independent director sessions; all directors attended the 2024 annual meeting .
- ESPP mandate: oversees safety, health, environmental performance (including climate), security, and public policy; reviews lobbying and contributions; periodically visits sites—core to risk oversight .
- Governance environment: Lead Director role with robust authorities; strong committee structure; annual Board/committee self‑evaluations; annual director elections; mandatory retirement age 75 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | Kellner’s 2024 fees earned in cash |
| Committee chair fee (policy) | $20,000 | Additional annual fee for chairs of Audit, Compensation, ESPP, Finance (policy level) |
| Lead Director fee (policy) | $50,000 | Additional annual fee for Lead Director (policy level) |
| Other compensation | $116 | Cost of travel accident insurance (corporate policy) |
| Total cash & other | $115,116 | Sum of fees and insurance cost |
Notes: Non‑employee director cash retainer is $110,000; chairs of key committees receive an additional $20,000 (policy). Individual cash totals may vary based on timing/roles during the year .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Price | Grant-Date Fair Value | Vesting / Restrictions |
|---|---|---|---|---|---|
| Annual restricted stock | January 2024 | 2,500 | $102.04 | $255,100 | Shares remain unvested until retirement (age 75); subject to forfeiture if the director leaves the Board early; dividends paid while serving; unvested shares cannot be sold or pledged |
Program design:
- Incumbent non‑employee directors receive 2,500 restricted shares per year; new directors receive a one‑time grant of 8,000 restricted shares .
- Restricted shares align director interests one‑for‑one with shareholders and emphasize long‑term oversight; forfeiture provisions and no pledging of unvested shares reinforce alignment .
Other Directorships & Interlocks
| Company | Relationship to XOM | Potential Interlock / Conflict Considerations |
|---|---|---|
| None currently | — | Board notes all non‑employee directors independent; no related person transactions identified for non‑employee directors |
| Boeing (former) | Aerospace customer of refined products broadly (industry context) | Historical service only (ended May 2024); no related person transactions reported by XOM |
| Marriott (former) | Hospitality (energy consumer) | Historical service; no related person transactions reported |
| Sabre (former) | Travel technology | Historical service; no related person transactions reported |
Expertise & Qualifications
- Former CEO/COO/Chair in a capital‑intensive, highly regulated industry; risk management and operational excellence background .
- Public company board governance experience; prior independent chair and lead independent director roles .
- Experience in public policy/regulatory matters and global business operations; financial and investment stewardship skills .
Equity Ownership
| Item | Detail |
|---|---|
| Shares owned (beneficial) as of Feb 28, 2025 | 13,000 shares |
| Restricted shares held (year‑end 2024) | 10,500 shares |
| Options (exercisable) | 0 (directors/executives collectively had zero exercisable options) |
| Pledged shares | Unvested restricted shares cannot be pledged; no specific pledging disclosure beyond this |
| Ownership as % of outstanding | ~0.0003% of 4,353,802,224 shares outstanding at 12/31/2024 (13,000 / 4,353,802,224) |
| Insider trading / hedging | Insider Trading Policy applies to directors; prohibits trading on MNPI; Company maintains anti‑hedging policy in compensation governance |
Governance Assessment
Strengths for investor confidence:
- Independent director with no current public company board obligations; reduced interlock/conflict risk .
- Chairs ESPP, the committee overseeing safety, environmental, and public policy risks—core to XOM’s license to operate; brings relevant operational and regulatory expertise from Continental .
- Strong alignment via long‑duration restricted stock; unvested equity forfeitable and non‑pledgeable; no director change‑in‑control benefits .
- Board processes and engagement: robust independence, seven executive sessions in 2024, strong attendance, active shareholder engagement; Say‑on‑Pay support at 92% in 2024 reflects broader governance credibility with investors .
Watch items / potential red flags:
- None disclosed specific to Kellner: Board identified no related person transactions for non‑employee directors; independence standards met .
- Director time commitments are monitored by the Nominating & Governance Committee; policy requires review before accepting new board seats .
Overall: Kellner’s ESPP leadership, independence, and long‑term equity alignment support board effectiveness in oversight of safety, environmental, and public policy risks material to ExxonMobil’s valuation. No conflicts or attendance concerns were disclosed, and director compensation structure emphasizes long‑term alignment with shareholders .