National Legal and Policy Center (“NLPC”) urges shareholders of Exxon Mobil Corporation (“ExxonMobil” or the “Company”) to vote FOR Item 5 on the 2026 Proxy Ballot — a shareholder proposal requesting that the Board adopt a policy to separate the offices of Chairman of the Board and Chief Executive Officer. ExxonMobil’s 2026 Annual Meeting is scheduled for May 27, 2026, but shareholders may vote now by following the instructions on their proxy mailings. NLPC’s full exempt solicitation report sets out the case in detail.
Download the Full ReportDarren Woods (pictured above) has served as both Chairman and CEO since 2017. The record of what concentrated authority has produced is the case for this proposal.
At the United Nations’ COP29 conference in November 2024, Mr. Woods publicly urged the newly elected Trump administration not to withdraw from the Paris Agreement — a position directly at odds with the political environment then taking shape.¹
The Company’s multi-billion-dollar low-carbon investment program then began to unravel. The $7 billion Baytown hydrogen project — designed to be the largest in the world — was suspended in November 2025 for lack of commercial customers.² The Trump administration had already cancelled a $331 million Department of Energy grant awarded to the project.³ Mr. Woods told the Financial Times that ExxonMobil would “pace” its low-carbon spending because the underlying policies “frankly aren’t working.”⁴
The Company’s current corporate plan commits approximately $20 billion to lower-emission investments between 2025 and 2030 — itself a reduction from $30 billion in the prior year’s plan.⁵ That spending has not yet produced meaningful commercial returns, even as ExxonMobil’s core hydrocarbon business delivered its strongest year in four decades, with net production reaching 4.7 million oil-equivalent barrels per day.⁶
In January 2026, Mr. Woods described Venezuela as “uninvestable” at a White House roundtable President Trump had convened to encourage U.S. oil majors to reenter that country. The President responded publicly that he “didn’t like Exxon’s response” — a posture that carries real risk for the Company’s offshore Guyana concession, among its most important long-term growth assets.⁷
Mr. Woods’s total compensation was $44.1 million in FY 2024 — a 19.3 percent year-over-year raise⁸ — and $33 million in FY 2025.⁹
ExxonMobil labels NLPC’s proposal a “zombie” because similar proposals have been voted down sixteen times since 2000. In fact, an independent chair proposal has not been on the Company’s ballot in five years. More significantly, BlackRock — ExxonMobil’s second-largest shareholder — publicly voted in favor of the 2020 proposal, stating the board “lacked independent leadership” on governance and strategic risks.¹⁰
Sixty percent of S&P 500 companies now separate the Chair and CEO roles, up from 47 percent a decade ago.¹¹ ExxonMobil is out of step with the prevailing institutional standard, and the record of the past decade demonstrates why that matters.
A board chaired by the CEO it is supposed to oversee cannot credibly provide the independent scrutiny shareholders deserve. We urge shareholders to vote FOR Item 5 — and to do so now at www.proxyvote.com (you will need a control number or your account number).
Download the Full ReportEndnotes
1 “Exxon Chief to Trump: Don’t Withdraw From Paris Climate Deal,” New York Times, Nov. 12, 2024. See https://www.nytimes.com/2024/11/12/business/energy-environment/exxon-mobil-baku-climate-cop29.html
2 “Exxon freezes plans for major hydrogen plant amid weak customer demand,” Reuters, Nov. 21, 2025. See https://hydrogen-central.com/exxon-freezes-plans-for-major-hydrogen-plant-amid-weak-customer-demand/
3 “U.S. cancels $3.7 billion for clean energy, including $331 million Exxon grant,” Bloomberg via World Oil, June 2, 2025. See https://www.worldoil.com/news/2025/6/2/u-s-cancels-3-7-billion-for-clean-energy-including-331-million-exxon-grant/
4 “Pro-Paris Agreement Darren Woods to ‘Pace’ Exxon’s Low-Carbon Spending,” National Legal and Policy Center, Nov. 12, 2025. See https://nlpc.org/corporate-integrity-project/pro-paris-agreement-exxon-to-pace-low-carbon-spending/
5 “ExxonMobil Raises Its 2030 Plan – Transformation Delivering Higher Earnings, Stronger Cash Flow, and Greater Returns,” Exxon Mobil Corporation, Dec. 9, 2025. See https://investor.exxonmobil.com/company-information/press-releases/detail/1198/exxonmobil-raises-its-2030-plan-transformation
6 “ExxonMobil Announces 2025 Results,” Exxon Mobil Corporation, Jan. 30, 2026. See https://corporate.exxonmobil.com/news/news-releases/2026/0130-exxonmobil-announces-2025-results
7 “Trump may keep ExxonMobil out of Venezuela after CEO comments: ‘I didn’t like their response,'” Fox Business, Jan. 12, 2026. See https://www.foxbusiness.com/politics/trump-may-keep-exxonmobil-out-venezuela-after-ceo-comments-i-didnt-like-response
8 “Exxon CEO Woods’ compensation rose 19% in 2024,” Reuters, April 7, 2025. See https://www.reuters.com/business/energy/exxon-ceo-woods-received-441-million-pay-package-2024-2025-04-07/
9 “ExxonMobil CEO’s Compensation Fell 25% in 2025,” MarketScreener, April 8, 2026. See https://www.marketscreener.com/news/exxonmobil-ceo-s-compensation-fell-25-in-2025-ce7e50dbda8bf122
10 “BlackRock says voted to split CEO, chairman roles at Exxon Mobil,” Reuters, May 27, 2020. See https://whbl.com/2020/05/27/blackrock-says-voted-to-split-ceo-chairman-roles-at-exxon-mobil/
11 “2024 U.S. Board Index,” Harvard Law School Forum on Corporate Governance, Oct. 26, 2024. See https://corpgov.law.harvard.edu/2024/10/26/2024-u-s-board-index/
(Post references PX14A6G Notice of exempt solicitation)
