ConocoPhillips 8-K

Summary

Leadership succession. Effective 9/1/2026, Andy O’Brien becomes president and CEO and joins the board; Ryan Lance retires as president and CEO and becomes Executive Chair. Konnie Haynes-Welsh becomes senior vice president and CFO, and Greig Patterson becomes vice president, Finance and Controller.

Key Figures

• O’Brien’s annual base salary is $1.7M, with a variable cash incentive target of 160% of base salary and a long-term incentive target of $13.08M.
• Lance’s annual base salary decreases to $1.1M; he will not participate in the annual variable cash incentive plan, and his 2027 long-term incentive target is $12.4M.
• Haynes-Welsh’s annual base salary is $0.743M, with variable cash incentive, restricted stock unit and performance share targets of 83%, 110% and 205% of base salary, respectively.
• Kirk Johnson receives a $5M restricted stock unit award vesting on the fifth anniversary of its grant; Nicholas Olds receives a $3M award vesting on the third anniversary. The awards are prorated for layoff, death or disability, and forfeited for other termination, including retirement.