Maria Dreyfus
Director at XOM
Board
About Maria S. Dreyfus
Maria S. Dreyfus, age 45, is an independent director of Exxon Mobil Corporation, serving since 2024 and currently chairs the Audit Committee and sits on the Compensation Committee. She is CEO and Founder of Ardinall Investment Management (2017–present), and previously was a Managing Director and portfolio manager at Goldman Sachs Asset Management (2002–2017), bringing deep investment, energy transition, and capital allocation expertise to ExxonMobil’s boardroom . She joined the ExxonMobil Board in May 2024 upon closing of the Pioneer acquisition, following her prior service on Pioneer’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ardinall Investment Management | Chief Executive Officer | 2017–present | Energy transition investing; capital allocation perspective |
| Goldman Sachs Asset Management | Managing Director; Portfolio Manager (GS Investment Strategies, LLC) | 2002–2017 | Energy/industrials/transport/infrastructure investing across capital structure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cadiz Inc. | Director | June 2023–present | Current public company director |
| Pioneer Natural Resources Company | Director | Sept 2021–May 2024 | Joined XOM Board upon Pioneer closing; integration insight |
| Nabors Energy Transition Corporation | Director | June 2021–Nov 2023 | Prior public company board |
| Macquarie Infrastructure Corporation | Director | Sept 2018–Sept 2022 | Prior public company board |
| Advisory and affiliations | Advisor/Board roles | Various | I-Pulse; Alsym (advisory board); Girls Inc. of NYC; Global Carbon Management Foundation; Columbia CGEP (advisory); MIT Corporation Development Committee; MIT Economics Visiting Committee |
Board Governance
- Committee assignments: Audit Committee Chair and Compensation Committee member .
- Audit Committee expertise: Board determined majority of Audit members are “audit committee financial experts,” including Ms. Dreyfus as Chair .
- Independence: Board determined all non-employee directors (including Ms. Dreyfus) are independent under NYSE and company standards; no transactions flagged requiring consideration for independence .
- Attendance and engagement: Board met 10 times in 2024; average director attendance ~99% with no director under 75%; seven independent director sessions; all directors attended the 2024 annual meeting . Audit Committee met 10 times in 2024; Ms. Dreyfus signed the Audit Committee report as Chair .
- Shareholder support signals: 2024 directors re-elected with strong support (87%–98%), and Say-on-Pay support was 92%, indicating broad investor confidence in governance and pay programs .
Fixed Compensation
- Structure: Non-employee directors receive a $110,000 annual cash retainer; committee chairs receive $20,000; Lead Director receives $50,000; equity is granted as restricted stock (2,500 shares annually for incumbents; 8,000 one-time for new directors), unadjusted for share price and subject to forfeiture if a director leaves before the retirement age of 75; restricted shares cannot be sold or pledged while on the Board .
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Maria S. Dreyfus (2024) | 76,906 | 920,880 (8,000 RS grant at $115.11 on May 2024 upon joining) | 61 | 997,827 |
- Grant mechanics: Ms. Dreyfus received a one-time grant of 8,000 restricted shares in May 2024 at $115.11 upon joining the Board; ongoing annual incumbent grants are 2,500 restricted shares at prevailing market price for continuing non-employee directors .
Performance Compensation
- No performance-based (formula) pay for directors disclosed (no bonus, options, or PSU metrics applicable to directors); director equity is time-based restricted stock intended to align with long-term shareholders via extended vesting/forfeiture provisions .
Other Directorships & Interlocks
| Company | Relationship to XOM | Note |
|---|---|---|
| Pioneer Natural Resources Company | Acquired by XOM (May 2024) | Ms. Dreyfus moved from Pioneer’s board to ExxonMobil’s board at closing; Board independence review found no related person transactions for non-employee directors . |
| Cadiz Inc. | Unrelated utility/water infrastructure | Current external board; no related person transactions identified . |
| Nabors Energy Transition Corporation; Macquarie Infrastructure Corporation | Prior boards | No ongoing interlocks disclosed; independence affirmed . |
Expertise & Qualifications
- Financial and portfolio management expertise with energy transition focus; prior GSAM MD and current Ardinall CEO provide capital allocation and sustainable investment perspectives .
- Risk management and investment stewardship experience; audit chair responsibilities include oversight of financial reporting, internal controls, and cybersecurity .
- Policy and technology exposure via advisory roles at Columbia CGEP and MIT committees, relevant to energy transition governance .
Equity Ownership
| Holder | Shares Owned | Restricted Shares (Unvested) |
|---|---|---|
| Maria S. Dreyfus | 38,257 | 8,000 (one-time grant at joining; year-end 2024) |
- Aggregate thresholds: None of the listed directors/executives individually owns more than 0.007% of outstanding shares; directors’ restricted shares remain unvested and non-pledgeable until retirement, reinforcing long-term alignment .
Governance Assessment
- Board effectiveness: Appointment as Audit Committee Chair within first year signals confidence in her financial expertise and risk oversight capacity; audit met 10 times in 2024 and issued a robust report; cybersecurity oversight explicitly within committee remit .
- Independence and conflicts: Prior Pioneer board service during XOM’s acquisition may be viewed as a potential perceived conflict; mitigated by Board’s independence determinations and explicit finding of no related person transactions involving non-employee directors .
- Ownership alignment and compensation: Long-duration restricted stock program for directors (forfeiture before retirement age; no pledging) fosters alignment with long-term investors and discourages short-termism; Ms. Dreyfus’s 2024 compensation is primarily equity-based, consistent with governance best practice .
- RED FLAGS: None disclosed specific to Ms. Dreyfus—no related-party transactions, no hedging/pledging, no option repricing, and strong board-wide attendance. Monitoring point: interlock transition from Pioneer to XOM warrants continued disclosure vigilance, but current independence conclusions and related-party review show no reportable conflicts .