National Legal and Policy Center (NLPC) urges shareholders to vote FOR Item 4 on the 2026 Proxy Ballot at ConocoPhillips Company’s Annual Meeting on May 12, 2026 — a proposal requiring that two separate individuals hold the offices of Chairman of the Board and Chief Executive Officer.
In support of this shareholder proposal, NLPC has published an exempt solicitation report (PDF) to explain the necessity of this policy:
Ryan Lance/IMAGE: YouTube
Ryan M. Lance has served as ConocoPhillips’s combined Chairman and Chief Executive Officer since May 2012.¹ As of the Annual Meeting, he will have held both titles simultaneously for fourteen consecutive years — one of the longest combined Chair/CEO tenures among large U.S. energy companies. The financial record of that tenure, and the Board’s unwillingness to reckon with it honestly, is precisely why independent oversight is overdue.
A Deteriorating Financial Record the Board Prefers Not to Discuss
ConocoPhillips’s reported earnings have declined for three consecutive fiscal years — from $11.0 billion ($9.06 per share) in 2023, to $9.2 billion ($7.81 per share) in 2024, to $8.0 billion ($6.35 per share) in 2025.² The Company delivered negative total shareholder returns in both 2024 and 2025. The stock fell more than 30% within the most recent twelve-month period before recovering — a recovery driven primarily by geopolitical oil price movements, not company-specific performance.
The Board’s own proxy presents a seven-year total shareholder return (TSR) chart it offers as vindication of the Lance/Niblock leadership arrangement.³ What that chart actually shows: ConocoPhillips’s 9.3% annualized TSR trails Devon Energy (10.9%) and Diamondback Energy (10.6%) — independent E&P companies facing precisely the same commodity environment. The Board’s chart also anchors its “Independent Peer Average” with APA Corporation and Occidental Petroleum, two chronically underperforming outliers that drag the average down and make ConocoPhillips look better by comparison.
Meanwhile, the Board’s starting date of December 31, 2018 — a sector-wide oil price trough — mechanically inflates the measured return. The Board asks shareholders to credit the Lance/Niblock arrangement for the favorable numbers while staying silent about three consecutive years of declining earnings and two consecutive years of negative returns that occurred on their watch.
Advocating Carbon Constraints While Aggressively Growing Hydrocarbons
Under Mr. Lance’s combined authority — and without structural challenge from the board he chairs — ConocoPhillips committed shareholder resources to lobbying for a federal carbon tax,⁴ representing roughly one-third of the Company’s total reported lobbying expenditures in 2018.⁵ The Company simultaneously embedded greenhouse gas reduction targets in executive pay⁶ and established a DEI Council.⁷ Yet in November 2024, ConocoPhillips closed a $22.5 billion acquisition of Marathon Oil⁸ — an unambiguous bet on decades of hydrocarbon expansion.
An oil company cannot credibly champion carbon constraints with one hand while spending $22.5 billion to lock in fossil fuel production for generations with the other. A structurally independent Chair would have been positioned to demand consistency between stated policy commitments and actual capital allocation strategy. Mr. Lance’s combined authority ensured no such accountability existed.
Mr. Lance’s total compensation for fiscal year 2025 was approximately $23 million,⁹ paid against a backdrop of three consecutive years of declining earnings and two consecutive years of negative shareholder returns.
“Flexibility” Has Meant Permanent Entrenchment
The Board’s defense against NLPC’s proposal invokes the need for “flexibility” in board leadership.³ In fourteen consecutive years, that flexibility has produced exactly one outcome: the same individual holding both the Chairman and CEO titles without interruption. The Council of Institutional Investors states that “The board should be chaired by an independent director. The CEO and chair roles should only be combined in very limited circumstances.”¹⁰ Fourteen years is not a limited circumstance. It is entrenchment — and the financial record of the Lance/Niblock era does not justify its continuation.
NLPC urges shareholders to vote FOR Item 4 at ConocoPhillips Company’s Annual Meeting on May 12, 2026.
ENDNOTES
¹ “Ryan M. Lance — Chairman and Chief Executive Officer,” ConocoPhillips, accessed April 2026. See https://www.conocophillips.com/investor-relations/corporate-governance/board-of-directors/board-members/bio/ryan-m-lance/
² ConocoPhillips Company, “Form 8-K (Exhibit 99.1) — Fourth Quarter and Full-Year 2025 Results,” filed February 5, 2026. See https://www.sec.gov/Archives/edgar/data/0001163165/000116316526000005/cop-20260205x8kexx991.htm
³ “Item 4: Stockholder Proposal — Independent Board Chairman,” ConocoPhillips Company 2026 Proxy Statement, pp. 118–121, filed with the U.S. Securities and Exchange Commission March 31, 2026. See https://www.sec.gov/Archives/edgar/data/1163165/000110465926036366/tm2523177-3_def14a.htm
⁴ Amy Harder. “Exclusive: Oil giant ConocoPhillips backs carbon tax push,” Axios, December 17, 2018. See https://www.axios.com/2018/12/17/conocophillips-backs-carbon-tax-push
⁵ “ConocoPhillips,” OpenSecrets (Center for Responsive Politics), lobbying data for 2018. See https://www.opensecrets.org/orgs/conocophillips/lobbying?id=D000000303
⁶ “NLPC Confronts ConocoPhillips on Climate Incentives in Executive Pay,” National Legal and Policy Center, May 17, 2024. See https://nlpc.org/corporate-integrity-project/nlpc-confronts-conocophillips-on-climate-incentives-in-executive-pay/
⁷ “CFACT Grills ConocoPhillips over DEI, ESG Performance Metrics,” Committee for a Constructive Tomorrow (CFACT), May 19, 2025. See https://www.cfact.org/2025/05/19/cfact-grills-conocophillips-over-dei-esg-performance-metrics/
⁸ “ConocoPhillips Completes Acquisition of Marathon Oil,” ConocoPhillips Company press release, November 22, 2024. See https://www.conocophillips.com/news-media/story/conocophillips-completes-acquisition-of-marathon-oil-corporation/
⁹ ConocoPhillips Company, “2026 Proxy Statement (DEF 14A),” filed March 31, 2026. See https://www.sec.gov/Archives/edgar/data/1163165/000110465926036366/tm2523177-3_def14a.htm
¹⁰ “Independent Chair/Lead Director” (Policy 2.4), Council of Institutional Investors Corporate Governance Policies, last updated March 12, 2026. See https://www.cii.org/corp_gov_policies
(Post references PX14A6G Notice of exempt solicitation)
(Pictured above: ConocoPhillips’s Willow Project)
