Exxon Mobil Corporation | – Revisit Executive Pay Incentives for GHG Emission Reductions

AGM date
Proposal number
Resolution details
Company ticker
Resolution ask
Strengthen board oversight of issue
ESG theme
  • Environment
  • Governance
ESG sub-theme
  • GHG targets / emissions
  • Net Zero / Paris aligned
  • Remuneration or pay
Type of vote
Shareholder proposal
Filer type
Company sector
Company HQ country
United States
Resolved clause
Resolved: Shareholders of ExxonMobil request the Compensation Committee of the Board of Directors to revisit its
incentive guidelines for executive pay, to emphasize legitimate fiduciary goals and consider eliminating greenhouse
gas reduction targets and other scientifically dubious goals from compensation inducements.
Whereas clause
“Whereas: The ‘scientific consensus’1 2 claims anthropogenically-driven climate change will result in catastrophic
impacts to the environment, to the planet, and to humans. However, research increasingly shows worst-case
scenarios are unlikely, and the potential consequences of carbon dioxide emissions (aka ‘plant food’) have been
greatly overstated.3 For example:
‰ Corporate climate policy is often guided by the Paris Agreement, which is heavily informed by the
Intergovernmental Panel on Climate Change.4 These targets are neither legally binding nor legitimized by
scientific evidence.
‰ The IPCC’s most extreme scenario unrealistically assumes a return to a previous era of unrestricted fossil fuel
usage and heavy reliance on coal power.5 This extreme scenario is unlikely now that most nations have climate
policies in place.6
‰ Regarding catastrophic scenarios that are highly unlikely but are treated as the expectation, ‘the media then often
amplifies this message, sometimes without communicating the nuances. This results in further confusion
regarding probable emissions outcomes, because many climate researchers are not familiar with the details of
these scenarios in the energy-modeling literature.’7
‰ These apocalyptic predictions have been repeatedly proven false.8 Climate models used to predict future events
‘may be overly sensitive to carbon dioxide increases and therefore project future warming that is unrealistically
‰ Renewable energy will not replace hydrocarbons in the near future, if ever.10 ExxonMobil Corporation’s
(‘ExxonMobil’ or the ‘Company’) competitors are betting big on hydrocarbons.11
Supporting statement
Supporting Statement: Considering the clear evidence climate alarmism is overstated, ExxonMobil’s executive pay
incentives are an inefficient deployment of company resources.
‰ According to the company’s 2023 proxy statement, the annual bonus and performance share award make up a
combined 80 to 90 percent of total compensation for Named Executive Officers.12
‰ The Compensation Committee of the Board of Directors uses ‘Progress Toward Strategic Objectives’ as one of
the criteria for awarding the annual bonus and performance shares.
‰ One of the company’s four long-term strategic objectives is ‘Energy Transition.’ 2022 results included:
O ‘Developed detailed roadmaps in support of 2030 GHG Emissions Reduction Plans4 and 2050 Net Zero
O ‘A founding signatory to the Aiming for Zero Methane Emissions initiative.’
O ‘Investing ~$17 billion in lower-emission initiatives from 2022-2027, positioning for attractive returns from
large potential addressable markets, and competitively advantaged products.’
O ‘Capex flexibility to grow lower carbon initiatives spend as opportunity pipeline matures, technology
advances, and markets and policies evolve.’
Energy transition metrics are unscientific and create a breach of fiduciary duty. ExxonMobil is an oil and gas company
and should focus on what it does best. The company cannot afford to be left behind because of misguided executive
pay incentives.

DISCLAIMER: By including a shareholder resolution or management proposal in this database, neither the PRI nor the sponsor of the resolution or proposal is seeking authority to act as proxy for any shareholder; shareholders should vote their proxies in accordance with their own policies and requirements.

Any voting recommendations set forth in the descriptions of the resolutions and management proposals included in this database are made by the sponsors of those resolutions and proposals, and do not represent the views of the PRI.

Information on the shareholder resolutions, management proposals and votes in this database have been obtained from sources that are believed to be reliable, but the PRI does not represent that it is accurate, complete, or up-to-date, including information relating to resolutions and management proposals, other signatories’ vote pre-declarations (including voting rationales), or the current status of a resolution or proposal. You should consult companies’ proxy statements for complete information on all matters to be voted on at a meeting.