Article July 28, 2021
ExxonMobil Board of Directors
Article July 28, 2021
In this article
ExxonMobil Board of Directors
Exxon Mobil Corporation Board of Directors
Michael J. Angelakis
Age 57, Director since 2021
Principal occupation: Chairman and Chief Executive Officer of Atairos Group Inc.
Business experience: Mr. Angelakis has served as Chairman and CEO of Atairos since 2015. He also has served as Senior Advisor to the Executive Management Committee of Comcast Corporation since 2015. At Comcast, he served as Vice Chairman and Chief Financial Officer from 2011 to 2015, and as Executive Vice President and Chief Financial Officer from 2007 to 2011. He also served as a Managing Director of Providence Equity Partners from 1999 to 2007.
Current public company directorships: TriNet Group, Inc. (February 2017–Present)
Past public company directorships: Duke Energy Corporation (October 2015–August 2017); Hewlett Packard Enterprise Company (November 2015–April 2020); Groupon, Inc. (April 2016–May 2021)
Susan K. Avery
Age 71, Director since 2017
Principal occupation: President Emerita of the Woods Hole Oceanographic Institution, a global research organization
Business experience: Dr. Avery served as president and director of the Woods Hole Oceanographic Institution from 2008 to 2015. She served as interim dean of the graduate school and vice chancellor for research, interim provost and executive vice chancellor for academic affairs at the University of Colorado Boulder from 2004 to 2008.
Current public company directorships: None
Past public company directorships: None
Angela F. Braly
Age 60, Director since 2016
Principal occupation: Former Chairman of the Board, President and Chief Executive Officer of WellPoint (now Anthem), a health insurance company
Business experience: Ms. Braly served as chairman of WellPoint from 2010 to 2012; and president and chief executive officer from 2007 to 2012. She served as executive vice president, general counsel and chief public affairs officer of WellPoint from 2005 to 2007, and president and chief executive officer of Blue Cross Blue Shield of Missouri from 2003 to 2005.
Current public company directorships: Brookfield Asset Management Inc. (May 2015–Present); Lowe’s Companies, Inc. (November 2013–Present); The Procter & Gamble Company (December 2009–Present)
Past public company directorships: WellPoint (June 2007–August 2012)
Ursula M. Burns
Age 62, Director since 2012
Principal occupation: Chairwoman of the Board, Teneo
Business experience: Ms. Burns was elected Chairwoman of the Board of Teneo, a global CEO advisory firm in July 2021. She served as Chairman of VEON from July 2017 through May 2020, and served as Chief Executive Officer from December 2018 through February 2020. Ms. Burns served as Chairman of Xerox from 2010 to June 2017. She was elected Chief Executive Officer in 2009 and President in 2007, and relinquished these roles in 2016. She also served as Senior Vice President, Corporate Strategic Services; and Senior Vice President and President, Document Systems and Solutions Group, and Business Group Operations, at Xerox.
Current public company directorships: Uber (May 2019–Present); Plum Acquisition corp. (March 2021–Present)
Past public company directorships: Nestlé S.A. (April 2017–April 2021); Veon (July 2017–May 2020); Xerox (April 2007–June 2017); American Express (January 2004–May 2018)
Kenneth C. Frazier
Age 66, Director since 2009
Principal occupation: Executive Chairman of the Board of Merck & Co., Inc.
Business experience: Mr. Frazier served as Chairman and Chief Executive Officer of Merck from 2011 to July 2021, and served as President from 2010 until 2019. He was elected Executive Vice President and President, Global Human Health, at Merck in 2007; and Executive Vice President and General Counsel in 2006. He served as Senior Vice President and General Counsel at Merck from 1999 to 2006.
Current public company directorships: Merck (January 2011–Present)
Past public company directorships: None
Gregory J. Goff
Age 65, Director since 2021
Principal occupation: Former Executive Vice Chairman, Marathon Petroleum Corporation
Business experience: Mr. Goff was Executive Vice Chairman of Marathon Petroleum Corporation from 2018 to 2019. He joined Marathon Petroleum in 2018 following its acquisition of Andeavor Corporation (formerly Tesoro Corporation), where he served as President and Chief Executive Officer from 2010 to 2018, and as its Chairman from 2014 to 2018.
Prior to joining Tesoro, Mr. Goff had an almost 30-year career with ConocoPhillips, during which time he held various leadership positions in the areas of Exploration and Production, and Downstream, and most recently served as Senior Vice President of Commercial from 2008 to 2010.
Current public company directorships: Avient Corporation (2011–Present)
Past public company directorships: Enbridge Inc. (February 2020–June 2021); Marathon Petroleum Corporation (2018–2019); Andeavor (2010–2018); Andeavor Logistics LP (2010–2019)
Kaisa H. Hietala
Age 50, Director since 2021
Principal occupation: Board professional
Business experience: Ms. Hietala previously served as Executive Vice President of Renewable Products and member of the Executive Committee at Neste Oil Oyj from 2014 to 2019. At Neste, she held several prior roles from 1998 to 2014.
Current public company directorships: Smurfit Kappa Group Plc (2020–Present)
Past public company directorships: Kemira Oyj (2016–2021)
Joseph L. Hooley
Age 64, Director since 2020
Principal occupation: Former Chairman, President and Chief Executive Officer of State Street Corporation
Business experience: Mr. Hooley served as Chairman of State Street Corporation from 2011 to 2019. He served as Chief Executive Officer from 2010 to 2018 and President from 2008 to 2014. He previously served as Chief Operating Officer.
Current public company directorships: Aptiv PLC (January 2020–Present)
Past public company directorships: State Street Corporation (October 2010–December 2019)
Steven A. Kandarian
Age 69, Director since 2018
Principal occupation: Former Chairman, President and Chief Executive Officer of MetLife
Business experience: Mr. Kandarian was elected Chairman of the Board of MetLife in January 2012. He became President and CEO in May 2011. He retired from MetLife in April 2019. Previously, Mr. Kandarian had served as Executive Vice President and Chief Investment Officer. Before joining MetLife, he was Executive Director of the Pension Benefit Guaranty Corporation.
Current public company directorships: None
Past public company directorships: AECOM (March 2019–February 2021); MetLife (May 2011–April 2019)
Alexander A. Karsner
Age 54, Director since 2021
Principal occupation: Senior Strategist at X (formerly Google X; parent company: Alphabet Inc.)
Business experience: Mr. Karsner has been Senior Strategist at X (formerly Google X) since 2013. He served as Managing Partner of Emerson Collective from 2016 to 2019. He is Founder and has been Chief Executive Officer of Manifest Energy since 2009, and Executive Chairman since 2013. He has been Executive Chairman of Elemental Labs since 2019. From 2006 to 2008, he served as U.S. Assistant Secretary of Energy.
Current public company directorships: Broadscale Acquisition Corp. (2021–Present); Applied Materials, Inc. (2008–Present)
Past public company directorships: Codexis, Inc. (2009–2014)
Jeffrey W. Ubben
Age 60, Director since 2021
Principal occupation: Founder, Portfolio Manager, and Managing Partner, Inclusive Capital Partners, L.P.
Business experience: Mr. Ubben co-founded Inclusive Capital Partners and has served as Portfolio Manager and Managing Partner since 2020. Mr. Ubben also co-founded and served as Chief Executive Officer of ValueAct Capital Partners, L.P. from 2000 to 2020, and as Chief Investment Officer from 2000 to 2017. He was a Managing Partner of Blum Capital Partners, L.P. from 1995 to 2000. He also served in various positions including Portfolio Manager and Research Analyst of Fidelity Investments from 1987 to 1995.
Current public company directorships: AppHarvest, Inc. (May 2019–Present); Enviva Partners, LP (June 2020–Present); Nikola Corporation (September 2019–Present)
Past public company directorships: The AES Corporation (January 2018–March 2021); Twenty-First Century Fox, Inc. (November 2015–April 2018); Willis Towers Watson plc (January 2016–November 2017)
Darren W. Woods
Age 56, Director since 2016
Principal occupation: Chairman of the Board and Chief Executive Officer, Exxon Mobil Corporation
Business experience: Mr. Woods was elected chairman of the board and chief executive officer of Exxon Mobil Corporation in 2017. He served as president of Exxon Mobil Corporation in 2016, senior vice president from 2014 to 2016, and vice president, and president, ExxonMobil Refining & Supply Company from 2012 to 2014.
Current public company directorships: None
Past public company directorships: Imperial Oil Ltd. (April 2013–July 2014)
(Updated as of July 28, 2021)
Powers of the Board
Exxon Mobil Corporation
Board of Directors Resolution Regarding
Powers and Functions Reserved to the Board
November 1, 2016
"RESOLVED, That, in light of the provisions of New Jersey law that the management of the business and affairs of the Corporation be managed by or under the direction of the Board of Directors and the provisions of Article IV of the By-Laws, as amended, dealing with the management responsibilities of the officers of the Corporation:
A. the Board reserves the following functions to itself (and, to the extent delegated thereto, to its Committees):
- amendment of the By-Laws,
- filling vacancies on the Board, designation of nominees for election to the Board by the shareholders, and removing directors from the Board for cause including for any material failure to follow the Standards of Business Conduct, the Corporate Governance Guidelines, or any other obligation owed by directors to the Corporation.
- determining whether any director candidate nominated for election under the proxy access or advance notice provisions of the By-Laws meets the requirements of those provisions,
- establishment of committees of the Board and appointment of committee members,
- election of officers of the Corporation, designation of the chief executive officer of the Corporation and authorization to any officer of the Corporation to appoint assistant officers,
- establishment of divisions of the Corporation and appointment of the presidents thereof,
- remuneration of the Directors,
- setting the date, time and place of shareholder meetings,
- submission to shareholders of any action that requires shareholder approval,
- approval of the Annual Report and proxy statement,
- appointment of independent auditors by the Audit Committee, subject to shareholder ratification and receiving of auditors' reports,
- declaration of dividends,
- issuance and acquisition of long-term debt or shares of stock, and the fixing of the consideration for treasury shares to be disposed of by the Corporation, except as delegated to the Treasurer as described in B.7 below,
- registration and listing of securities and appointment of transfer agents and registrars,
- review of summary financial and operating results (quarterly),
- adoption of any new major employee benefit plans and programs and approval of any major amendment of an existing major employee benefit plan or program (e.g., Pension Plan and Savings Plan) which might involve substantial cost to the Corporation or significantly alter the scope, nature or degree of benefits,
- review of overall policies and objectives for corporate contributions, and approval of contributions budget (annually),
- authorization of political contributions and political action committees, except as delegated to officers of the Corporation as described in B.11 below,
- adoption of such policies and the taking of such other actions as the Board deems to be in the best interests of the Corporation; and
B. the Board notes that it, or a Board Committee, has heretofore delegated the following specific standing powers to one or more officers of the Corporation and reserves to itself or such Board Committee power to alter any such delegation:
- authority to execute documents on behalf of the Corporation,
- authority to open and maintain bank accounts,
- authority to open and maintain brokerage accounts,
- authority to make foreign exchange transactions,
- authority to maintain an inventory of Corporation stock in the Treasury,
- authority to advance or loan money to, subscribe to equity capital in, guarantee obligations of, and accept deposits from affiliated companies,
- authority to enter into tax-exempt financing of the facilities and operations of the Corporation or of its affiliates,
- authority to determine whether an indemnity bond shall be required as a condition to the transfer of a share certificate alleged to have been lost, destroyed or wrongfully taken and, if so, the sufficiency thereof,
- authority to adopt, terminate, or change employee benefit plans or programs, except major additions or changes to major employee benefit plans or programs,
- authority for short term borrowing,
- authority to make political contributions in connection with propositions and referenda, to political parties in the United States and to candidates for certain state offices in the United States; and
C. the Board requests that the chief executive officer refer to it (or to a committee of the Board to which it has delegated responsibility) for consideration and, as appropriate, concurrence:
- the long term strategy and corporate plan of the Corporation, and significant changes thereto,
- investment plans which would involve significant commitments of financial, technological or human resources, or would involve significant risks for the Corporation,
- significant sales, transfers, or other dispositions of property or assets,
- significant changes in policies of broad application,
- major organization changes,
- an annual review of political contributions made by Corporation interests in the United States and Canada, and
- other matters relating to the Corporation's business which in the judgment of the chief executive officer are of such significance as to merit the Board's consideration.
FURTHER RESOLVED, That the resolution on this subject adopted by the Board on May 28, 2008 be and it hereby is revoked."
Board Committees Overview
The Board appoints Committees to help carry out its duties. In particular, Board Committees work on key issues in greater detail than would be possible at full Board meetings. Each Committee reviews the results of its meetings with the full Board. The committee appointments as of July 12, 2021 are listed below.
Click on the Committee title to view that Committee's charter.
- Mr. Angelakis
- Ms. Burns (Chair)
- Ms. Hietala
- Mr. Hooley
- Ms. Braly (Chair)
- Mr. Frazier
- Mr. Goff
- Mr. Kandarian
- Dr. Avery
- Mr. Frazier (Chair)
- Mr. Goff
- Mr. Karsner
- Mr. Angelakis
- Ms. Burns
- Ms. Hietala
- Mr. Hooley (Chair)
- Mr. Ubben
- Mr. Woods
Public Issues and Contributions Committee
- Dr. Avery (Chair)
- Ms. Braly
- Mr. Kandarian
- Mr. Karsner
- Mr. Ubben
- Mr. Angelakis
- Ms. Burns
- Mr. Frazier
- Mr. Goff
- Mr. Woods (Chair)
Other directors serve as alternate members of the Executive Committee on a rotational basis.