Steven Kandarian
Director at XOM
Board
About Steven A. Kandarian
Steven A. Kandarian is an independent director of Exxon Mobil Corporation, serving on the Board since 2018. He is 73 years old and brings 14 years of senior executive leadership at MetLife (CEO/Chair 2011–2019; CIO 2005–2011) and prior regulatory experience as Executive Director of the Pension Benefit Guaranty Corporation (2001–2004), with core credentials in risk management, capital allocation, and public policy oversight . All ExxonMobil non-employee directors, including Mr. Kandarian, are determined independent under NYSE and company standards, with no related-person transactions identified .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MetLife, Inc. | President & CEO; Chair | 2011–2019 (Chair 2012–2019) | Led post–Dodd-Frank strategic transformation; global large-cap insurer leadership provides risk/government engagement insights . |
| MetLife, Inc. | Chief Investment Officer | 2005–2011 | Portfolio/risk stewardship across cycles; capital allocation expertise . |
| Pension Benefit Guaranty Corporation | Executive Director | 2001–2004 | Federal regulator experience; public policy and systemic-risk perspective . |
External Roles
| Organization | Role | Tenure | Committees/Details |
|---|---|---|---|
| Jackson Financial Inc. | Non-Executive Chair | Feb 2021–present | Chair, Nominating & Governance; Compensation Committee member . |
| AECOM | Lead Independent Director (former) | Mar 2019–Feb 2021 | Chair, Compensation; Audit Committee member . |
| Neuberger Berman | Director | 2015–present | Director; additional affiliations include Ceres ESG certification; Business Council; Damon Runyon Cancer Research Foundation (Director) . |
Board Governance
| Attribute | Detail |
|---|---|
| Committees (XOM) | Compensation; Nominating & Governance; Executive (member on each; not chair) . |
| Independence | Non-employee director determined independent; no transactions/relationships requiring consideration under NYSE and company standards . |
| Attendance & Engagement | Board met 10 times in 2024; incumbent directors averaged ~99% attendance; none <75%; all directors attended 2024 annual meeting . |
| Years on Board | Director since 2018 . |
| Lead Independent Director | Not applicable (Lead Independent Director is Joseph L. Hooley) . |
| Executive Sessions | Seven independent director sessions in 2024, chaired by the Lead Director . |
Fixed Compensation
| Component (Non-Employee Director, 2024) | Amount |
|---|---|
| Annual cash retainer | $110,000 . |
| Committee chair fees | $0 (not a chair) . |
| Lead director fee | $0 (not Lead Director) . |
| Total cash (2024) | $110,000 . |
Notes:
- Non-employee directors receive no meeting fees and no change-in-control payments/benefits; expenses for Board duties are reimbursed .
- Director compensation reviewed annually by the Nominating & Governance Committee with independent consultant Pearl Meyer .
Performance Compensation
| Equity Grant | Grant Date | Shares | Grant Date Fair Value | Award-Date Price | Key Terms |
|---|---|---|---|---|---|
| Annual restricted stock award (incumbent) | Jan 2024 | 2,500 | $255,100 | $102.04 per share | Restricted shares remain unvested and cannot be sold or pledged; subject to forfeiture if the director leaves the Board before the retirement age of 75; dividends paid during service . |
| Annual restricted stock award (incumbent) | Jan 2, 2025 | 2,500 | Not disclosed in 2025 proxy table | Not disclosed in 2025 proxy table | Form 4 reports award; post-transaction holdings 25,500 shares (see Insider Trades) . |
- Directors do not receive stock options; equity is delivered as restricted stock intended to align with long-term investors. Awards are not adjusted for share price changes, providing one-for-one alignment with shareholder outcomes .
- No director performance metrics are disclosed for equity awards (time/restriction-based alignment) .
Other Directorships & Interlocks
- Current public company board: Jackson Financial Inc. (Non-Executive Chair; Nominating & Governance Chair; Compensation member) .
- Prior five-year public board: AECOM (Lead Independent Director; Chair of Compensation; Audit member) .
- The Nominating & Governance Committee identified no related person transactions involving non-employee directors or their immediate family members, and independence determinations noted no transactions/relationships requiring consideration .
Expertise & Qualifications
- Risk management/investment stewardship; financial expertise and portfolio management; public company CEO experience; governance leadership; global business; public policy/regulatory experience .
- Board perspective: provides insights on long-term strategic planning, capital allocation, and geopolitical/regulatory risks informed by prior CEO/CIO roles and regulatory service .
Equity Ownership
| Metric | 12/31/2024 | 2/28/2025 |
|---|---|---|
| Restricted shares held (year-end 2024) | 23,000 | — |
| Shares owned (as of date shown) | — | 25,500 |
| Ownership as % of outstanding shares | — | ~0.0006% (25,500 / 4,353,802,224 outstanding) |
Additional alignment and risk controls:
- Restricted shares cannot be pledged and remain unvested until retirement age threshold; subject to forfeiture if leaving before age 75 .
- Company-wide anti-hedging policy is part of compensation governance; strict insider trading policy applies to directors .
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| Jan 2, 2024 | Jan 3, 2024 | Award (A) | +2,500 | 23,000 | https://www.sec.gov/Archives/edgar/data/34088/000112760224000260/0001127602-24-000260-index.htm |
| Jan 2, 2025 | Jan 3, 2025 | Award (A) | +2,500 | 25,500 | https://www.sec.gov/Archives/edgar/data/34088/000112760225000213/0001127602-25-000213-index.htm |
(Insider-trades tool retrieved these records; see also investor relations Form 4 postings) .
Governance Assessment
- Board effectiveness and engagement: Kandarian serves on the Compensation, Nominating & Governance, and Executive Committees—positions central to pay decisions, board refreshment, and strategic oversight. Board-level engagement is high (10 meetings in 2024; ~99% average attendance; seven independent sessions) with all directors attending the 2024 annual meeting, supporting strong oversight cadence .
- Independence and conflicts: The Board determined all non-employee directors are independent and identified no related person transactions involving non-employee directors; Kandarian maintains independence standards with no disclosed conflicts or related-party exposure at XOM .
- Compensation alignment: Director pay emphasizes long-term alignment via time-restricted stock (not options), subject to forfeiture and non-pledgeability; 2024 compensation comprised $110,000 cash and $255,100 in restricted stock grant-date value with 2,500-share annual grant, consistent with peers’ long-horizon alignment for directors .
- Shareholder signals: Say-on-pay garnered 92% support in 2024, indicating broad investor confidence in compensation governance; directors (including Kandarian) signed the Compensation Committee report and oversee program design that avoids short-term formulaic equity and includes strong governance features (e.g., anti-hedging) .
- Potential risk/refresh signal: Mandatory director retirement age of 75 implies potential turnover planning in the near-to-medium term for older directors, underscoring the importance of ongoing refresh processes managed by the Nominating & Governance Committee .
Overall, Steven A. Kandarian’s profile reflects deep risk, capital allocation, and regulatory expertise; clean independence profile with no related-party issues; and long-term equity alignment through restricted stock, with active involvement on key governance and compensation committees—factors generally supportive of investor confidence in board oversight at ExxonMobil .