National Legal and Policy Center today presented a proposal that calls for an independent chair of the Board of Directors at ConocoPhillips‘s annual meeting of shareholders. The proposal would require the positions of board chair and CEO to be held by two different individuals — currently those roles are occupied by Ryan Lance (pictured above).
ConocoPhillips’s board of directors opposed our proposal, as explained on Page 118 of the company’s proxy statement. NLPC responded to the board’s opposition statement in an exempt solicitation report circulated to the company’s shareholders.
Presenting the proposal was Paul Chesser, director of NLPC’s Corporate Integrity Project. His two-minute remarks can be heard here, and a transcript follows:
National Legal and Policy Center urges shareholders to vote FOR Item 4 — the proposal to require an independent Chairman of the Board at ConocoPhillips.
When one person serves as both Chairman and Chief Executive Officer, the board’s capacity to provide independent oversight of management is compromised.
Ryan Lance has held both titles at ConocoPhillips for 14 consecutive years.
During that time, the board responsible for evaluating management has been chaired by the same executive being evaluated.
That is a structural conflict of interest — one that a Lead Independent Director arrangement does not resolve.
The financial record of this period deserves scrutiny.
ConocoPhillips’s net income has declined materially from its 2022 peak over the past several fiscal years, and first-quarter 2026 adjusted earnings fell by roughly 21 percent compared to the same period last year. We do not suggest that commodity market conditions are management’s fault.
But we do suggest that shareholders deserve a board structure with the independence to ask hard questions about capital allocation, strategic direction, and executive accountability — through every phase of the commodity cycle.
The $22.5 billion dollar acquisition of Marathon Oil was the largest transaction in the Company’s history.
A deal of that magnitude deserved evaluation by a board leader whose only stake in the outcome was the same as every other shareholder’s — not one who was also assessing his own strategic judgment.
An independent Chair would have provided that.
The Council of Institutional Investors holds that the combined Chair and CEO roles should exist only in very limited circumstances.
Fourteen years is not a limited circumstance.
We urge shareholders to vote FOR Item 4. Thank you.
All assertions made by Chesser in his above remarks are footnoted and can be found in NLPC’s exempt solicitation report, here. An executive summary of the report can be viewed here.
Read NLPC’s shareholder proposal for the ConocoPhillips annual meeting here.
Listen to Chesser’s presentation of the proposal at the meeting here.
