ConocoPhillips shareholders can cast their ballots for May 12’s annual meeting any time now, and NLPC urges them to send a message to a board that has grown far too comfortable with the status quo.
NLPC has circulated an exempt solicitation report (PDF) to ConocoPhillips investors urging them to vote FOR Item 4 — a shareholder proposal requiring that the Chairman of the Board and the Chief Executive Officer be two different people. An executive summary of the report is available at NLPC.org, along with the full solicitation document.
The target is Ryan M. Lance (pictured above), who has held the combined Chairman and CEO title at ConocoPhillips since May 2012 — fourteen uninterrupted years presiding over both the management structure and the board charged with overseeing it. That is not a governance arrangement. It is an entrenchment.
The Numbers Don’t Mislead — But the Board’s Chart Does
Start with the financial record. ConocoPhillips’s earnings have declined for three consecutive fiscal years: $11.0 billion in 2023, $9.2 billion in 2024, $8.0 billion in 2025. The Company delivered negative total shareholder returns in both 2024 and 2025. The stock fell more than 30% at one point during the past twelve months before recovering — and that recovery had far more to do with geopolitical oil price movements than anything Mr. Lance or his board engineered.
Now look at how the Board responds to this record in its 2026 proxy statement. It presents a seven-year total shareholder return chart that conveniently begins at December 31, 2018 — a moment of acute oil price weakness when ConocoPhillips stock was deeply depressed, making every subsequent return appear larger than it actually was. By that cherry-picked baseline, ConocoPhillips shows a 9.3% annualized TSR. What the Board declines to mention: that 9.3% still trails Devon Energy (10.9%) and Diamondback Energy (10.6%) — independent E&P competitors facing the exact same commodity environment. The Board also pads its “Independent Peer Average” with serial underperformers APA Corporation and Occidental Petroleum to drag the benchmark down and make ConocoPhillips look favorable by contrast. This is not governance accountability. It is statistical stagecraft.
Carbon Taxes and a $22.5 Billion Bet on Fossil Fuels
Here is the contradiction NLPC finds most striking. Under Mr. Lance’s unchecked combined authority, ConocoPhillips committed shareholder resources to lobbying for a federal carbon tax — representing roughly one-third of the Company’s total 2018 lobbying expenditures. The Company embedded greenhouse gas reduction targets in executive pay and established a DEI Council. Yet in November 2024, ConocoPhillips closed a $22.5 billion acquisition of Marathon Oil — one of the most aggressive bets on expanded hydrocarbon production in the Company’s history.
An oil company cannot credibly champion carbon constraints while simultaneously spending $22.5 billion to lock in fossil fuel production for decades. A structurally independent Chair would have demanded consistency between rhetoric and capital deployment. Mr. Lance’s dual authority ensured no one was positioned to ask the question.
“Flexibility” Has Meant One Thing: Permanent Entrenchment
The Board’s formal argument against NLPC’s proposal is that it needs to retain “flexibility” in determining its leadership structure. Fourteen years of that flexibility have produced exactly one outcome: the same person holding both titles without interruption.
Lead Independent Director Robert Niblock has been on the ConocoPhillips board since 2010 — sixteen years — and has spent seven of them as Lead Director nominally overseeing a CEO whose agenda he has never meaningfully challenged. The Council of Institutional Investors is clear that the combined Chair/CEO role should exist only in “very limited circumstances.” Fourteen consecutive years is not a limited circumstance. It is a governance failure hiding behind a job title.
ConocoPhillips shareholders have a straightforward choice on May 12. NLPC urges them to vote FOR Item 4. Read our full report, which explains in detail the need for this change.
(Post references PX14A6G Notice of exempt solicitation)
