Notice of 2024 Annual Meeting and Proxy Statement
				April 11, 2024

Dear Shareholder:

We invite you to attend the annual meeting of shareholders on Wednesday, May 29, 2024, beginning promptly at 9:30 a.m. Central Time. The annual meeting of shareholders will be a virtual meeting. This format will help provide for a safe experience for our shareholders, employees, and other members of the community, and provide broader access and participation in the meeting versus an in-person meeting. Shareholders will be able to attend, vote, and submit questions during the annual meeting from any remote location that has Internet connectivity. We believe this approach provides for equitable participation and enhances accessibility to the meeting. Online access will be available approximately 15 minutes prior to the annual meeting start time at www.virtualshareholdermeeting.com/XOM2024. Please see page 5 for detailed instructions for attending and participating in the annual meeting.

At the meeting, you will hear a report on our business and vote on the following items:

Only shareholders of record on April 3, 2024, or their valid proxy holders may vote at the meeting. We are first mailing these proxy materials to shareholders of record on or about April 11, 2024.

This booklet includes the formal notice of the meeting and proxy statement. The proxy statement tells you about the agenda, procedures, and rules of conduct for the meeting. It also describes how the Board operates, gives information about our director candidates, and provides information about the other items of business to be conducted at the meeting.

Financial information is provided separately in the 2023 Annual Report that accompanies or precedes the proxy materials or is made available online to all shareholders.

Your vote is important. Even if you own only a few shares, we want your voice to be represented at the meeting. You can vote your shares by Internet, toll-free telephone call, or proxy card. A preliminary summary of 2024 Proxy Voting Results will be available at exxonmobil.com after the annual meeting of shareholders and will be filed on a Form 8-K within four business days of the meeting.

Sincerely,

				Darren W. Woods Chairman of the Board, Chief Executive Officer, Exxon Mobil Corporation

Dear Fellow Shareholders:

I am pleased to invite you to the 2024 Exxon Mobil Corporation virtual annual shareholder meeting on May 29, 2024.

As I reflect on the past year, I have tremendous pride in what our people accomplished – and great confidence that they will continue to deliver leading performance in the years ahead building on the progress we’ve made to improve our earnings power through a robust, long-term strategy, ambitious plans, and execution excellence.

In 2023, we sustained our industry-leading personnel safety performance¹ and delivered outstanding financial and operational performance with industry-leading earnings, shareholder distributions, and three- and five-year total shareholder return. Since 2019, we’ve grown earnings at a compound annual growth rate (CAGR) of more than 40% and cash flow at a CAGR of more than 15% – both well ahead of our nearest peer.² We brought three large projects on-line in Guyana, Beaumont, and Baytown, and we are advancing an array of large-scale projects toward startup in 2025 that none of our competitors can match. That includes starting up Yellowtail, the fourth production development in Guyana, as well as a world class chemical plant in Guangdong, China to supply the growing local market.

Society has two essential asks of our industry today: increase the supply of energy and products essential to modern life and reduce greenhouse gas emissions. That’s our “and” equation. At this year’s meeting, we’ll share how we continue to make progress to address both challenges to help meet society’s evolving needs.

This includes our work to strengthen our already advantaged portfolio – as seen in the Permian Basin and Guyana, where we grew year-over-year production by 18%, and in our Product Solutions business, where expansions in our Beaumont refinery and Baytown chemical complex have grown capacity significantly.

Value-accretive acquisitions also play a critical role. Denbury positions us to accelerate our lower-emission carbon capture and storage offerings and drive strong returns in our Low Carbon Solutions business. Pioneer Natural Resources, once closed, will further transform our already advantaged Upstream portfolio and lower emissions by accelerating Pioneer’s net-zero plans by 15 years.

Our plans include more than $20 billion in lower-emission investments through 2027. About half of that investment is focused on reducing our own emissions intensity, and half on reducing emissions for third parties. The portfolio of opportunities we see in carbon capture and storage, hydrogen, biofuels, and lithium production could reduce third-party emissions by more than 50 million metric tons per year by 2030 while generating attractive returns.³

On behalf of the Board and our entire Company, I want to thank you for your support as we work to grow long-term shareholder value.

I look forward to sharing more with you at our annual shareholder meeting.

				Joseph L. Hooley Board of Directors, Lead Director, Exxon Mobil Corporation

Dear Fellow Shareholders:

During my two years as Independent Lead Director, I have worked with the other ExxonMobil directors to provide oversight of the Company’s efforts to implement its strategy. As demonstrated by our operating and financial results, the commitment and hard work of our people is paying off. ExxonMobil continues to be a leader in its established businesses and in developing exciting, new emission-reduction businesses. The Board remains focused on helping the Company build on its success and grow long-term value as we meet the evolving needs of society.

In recent years, we have added a number of new members to our Board with relevant and diverse skills. Since our last annual shareholder meeting, one additional highly qualified director joined the Board, and we expect to add two more once we complete the acquisition of Pioneer Natural Resources.

In deciding on new Board members, we look to complement and build on existing skills and experiences to strengthen the Board in providing effective oversight to help the Company’s management grow shareholder value. Each new director participates in comprehensive onboarding sessions with senior leaders covering a wide range of topics, including the Company’s strategies, objectives for major business lines and functional organizations, practices and policies, ethics, risk framework, the Global Outlook, technology, and capital allocation, as well as applicable legal and regulatory requirements.

The Board has a strong mix of experience with unique perspectives and valuable expertise to advise management in positioning ExxonMobil for continued success. Collectively and individually, our Board has vast knowledge and insights into critically important areas, including energy, climate science, technology, safety, geopolitics, risk management, public policy, security, and capital allocation, among others.

It is a privilege to work with such a talented group.

The Company’s leading results in 2023 continue to demonstrate the effectiveness of the strategy endorsed by the Board. Our Company must continue to invest in projects with: advantaged cost of supply, world-scale production of performance products, and emissions reductions for hard-to-decarbonize industries. Continued excellence in execution will be key in meeting our ambitious plan objectives.

ExxonMobil has set a high bar for 2024. I share Darren’s pride in what the Company and its people have accomplished. Thank you for the confidence you’ve placed in us and for your investment in this great Company.

TABLE OF CONTENTS

PROXY SUMMARY

ExxonMobil Board of Directors Nominees

Today, society has two essential asks of our industry: reliably provide affordable energy and products critical to modern life and reduce greenhouse gas emissions. ExxonMobil continues to deliver on both as it helps society solve the “and” equation. The Company is positioned to play a leading role in the energy transition, with a strategy built on its unique combination of global scale, technology, integrated businesses, functional excellence, and world-class people. This strategy has built globally competitive businesses that lead the industry in absolute earnings and cash flow, while retaining investment flexibility across an advantaged portfolio of evolving opportunities to grow long-term shareholder value.

The Board of Directors oversees ExxonMobil’s strategy and planning process. Each director brings a distinctive mix of skills, expertise, and experience that strengthens Board deliberations and decision making. Important Board competencies include experience in capital-intensive and cyclical industries, the energy transition, climate science, public policy, and technological research and development. The Board refreshment process is led by the Nominating and Governance Committee, which incorporates the perspectives of investors and external experts in its search for highly qualified candidates with diverse, relevant backgrounds.

The Board has endorsed the Company’s plans through 2027. In the Upstream business, the Company will continue to actively manage its production portfolio with a focus on high-return, low-cost-of-supply assets, combined with structural cost savings and volume growth. In Product Solutions, the Company is focused on making the most of its leading portfolio by maintaining strong operating performance (including best in class safety), growing high-value products, reconfiguring integrated assets to meet demand, and by optimizing our value chains. The Company is also pursuing more than $20 billion in lower-emission investments, with approximately half focused on reducing the Company’s own emissions and half focused on providing solutions to lower the emissions of third parties.

The Board unanimously recommends you vote FOR each ExxonMobil director candidate.

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GENERAL INFORMATION

Who May Vote

Shareholders of ExxonMobil, as recorded in our stock register on April 3, 2024, may vote at the meeting according to the instructions below.

How to Vote

Your vote is important. We recommend you vote by proxy even if you plan to participate in the virtual meeting. You may vote at the annual meeting according to the instructions below or by proxy.

In Appreciation for Your Vote

ExxonMobil will make a $1 charitable donation to Khan Academy_® in appreciation of every retail shareholder account that votes prior to or at the meeting.

Khan Academy is a nonprofit organization working to provide a free, world-class education for anyone, anywhere. Khan Academy, Inc. offers practice exercises, instructional videos, and a personalized learning dashboard that empower learners of all ages to study at their own pace in and outside of the classroom. Their offerings help students succeed in math, science, computing, economics, and more, including test preparation (SAT, LSAT, and more). All Khan Academy content is available for free at www.khanacademy.org. Khan Academy also empowers teachers by providing classroom insights and detailed student profiles that help identify gaps in student learning and provide tailored instruction. Millions of students from all over the world, each with their own unique story, learn at their own pace on Khan Academy every single day.

How Proxies Work

ExxonMobil’s Board of Directors is asking for your proxy. Giving us your proxy means you authorize us to vote your shares at the meeting in the manner you direct on the proxy card from the Board of Directors.

If your shares are held in your name, you can vote by proxy in one of three convenient ways:

If you give us your signed proxy but do not specify how to vote, we will vote your shares as follows:

If you hold shares through someone else, such as a brokerage firm, bank, or intermediary, you will receive materials from that firm asking how you want to vote. Check the voting form used by that firm as most offer online or telephone voting in addition to mail.

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Attendance at the Annual Meeting

You have received this proxy statement because you are a shareholder as of the record date. Attendance at the

annual meeting through the website www.virtualshareholdermeeting.com/XOM2024 or any adjournment or postponement thereof will be limited to shareholders of the Company as of the close of business on the record date and to guests. You will not be able to attend the annual meeting in person at a physical location. Separate instructions for how to attend the annual meeting as a shareholder and have the ability to vote and/or submit a comment or question during the annual meeting are provided below for Registered Shareholders (those who hold shares through our transfer agent, Computershare, or participate in the Savings Plan) and Beneficial Shareholders (generally, those who hold shares through a bank or brokerage account).

Registered Shareholders must pre-register by 4:00 p.m. Central Time on May 22, 2024.

For Registered Shareholders who hold shares through our transfer agent, Computershare, or participate in the Savings Plan, you must request a 16-digit virtual meeting access (VMA) control number no later than 4:00 p.m. Central Time on Wednesday, May 22, 2024.

To request a VMA control number, please email Computershare at legalproxy@computershare.com with “VMA Request” in the subject line. Include your full name exactly as it appears on your account and include a copy of your proxy card or Notice. Alternatively, if you received your voting instructions via email, you may forward or attach that email. The 15-digit voter control number on your proxy card, Notice, or email allows you to vote your shares prior to and during the meeting but does not provide access to the virtual meeting as a shareholder. You will receive an email response from Computershare within seven days of your request. The email response will include your VMA control number and instructions to attend the virtual meeting. Please check that you have received a response in advance of the meeting, as it may be possible that the email may be in your email spam or junk folder.

Beneficial Shareholders

For Beneficial Shareholders who hold their shares through an intermediary, such as a bank or brokerage firm, the 16-digit control number can be found on the Notice of Internet Availability (Notice), voting instruction form, or other instructions you receive from your bank, brokerage firm, or other intermediary. Beneficial Shareholders can use their 16-digit control number to log in to attend the meeting, submit questions, and vote during the meeting. Beneficial Shareholders who did not receive a 16-digit control number from their bank or brokerage firm who wish to attend the meeting should follow the instructions from their bank or brokerage firm, including any requirement to obtain a legal proxy. Most brokerage firms or banks allow a shareholder to obtain a legal proxy either online or by mail.

Attending as a Guest

Shareholders who do not pre-register for the virtual annual meeting (as specified above) or who do not have their 16-digit control number may still attend the meeting virtually as a guest by accessing the annual meeting website, www.virtualshareholdermeeting.com/XOM2024, beginning 15 minutes prior to the annual meeting’s scheduled start time and following the instructions provided to attend as a guest.

Guests at the virtual annual meeting will be able to listen to the meeting but will not be able to vote nor submit a comment or question during the annual meeting.

Submitting Questions and Voting at the Annual Meeting

Other than shareholders who attend as guests, all shareholders may submit questions and vote at the annual meeting by following the instructions that will be available on the annual meeting website. Even if you plan to attend the annual meeting, the Company recommends that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the annual meeting. Please note the additional information below for Registered Shareholders on voting during the annual meeting.

Registered Shareholders can continue to vote their shares during the annual meeting by following the instructions that will be available on the annual meeting website and using the 15-digit voter control number displayed on your proxy card, Notice, or meeting materials email for the annual meeting. The 15-digit voter control number will not provide you access to the virtual annual meeting. For instructions on attending the annual meeting, please reference the section above titled “Attendance at the Annual Meeting.”

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Submitting a Question Prior to the Annual Meeting

Shareholders may submit a comment or question prior to the annual meeting, beginning on May 1, 2024, by visiting

exxonmobil.com/investor and following the instructions on the website.

Questions received prior to or during the annual meeting will be answered as allotted time permits. In order to address as many topics as time permits, similar questions may be combined. In light of the number of business items on this year’s agenda and the need to conclude the annual meeting within a reasonable period of time, we cannot ensure that every shareholder who wishes to have a question or comment addressed during the annual meeting will be able to do so.

Virtual Meeting Technical Assistance

If you encounter technical difficulties accessing the virtual annual meeting, the meeting login page will include technical support line contact information. Technical support will be available beginning at 9:15 a.m. Central Time on May 29, 2024, and will remain available until the annual meeting has ended.

Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to be held on

May 29, 2024:

The 2024 Proxy Statement and 2023 Annual Report are available at www.edocumentview.com/xom.

Notice and Access

We distribute proxy materials to many shareholders via the Internet under the Securities and Exchange Commission’s (SEC) “Notice and Access” rules, thereby capturing cost and environmental benefits. On or about April 11, 2024, we mailed a Notice of Internet Availability of Proxy Materials (Notice) that contains information about our 2024 annual meeting of shareholders and instructions on how to view all proxy materials on the Internet. Also included are instructions on how to vote and how to request a paper or email copy of the proxy materials.

Electronic Delivery of Proxy Statement and Annual Report Documents

For shareholders receiving proxy materials by mail, you can elect to receive an email in the future that will provide electronic links to these documents. Opting to receive your proxy materials online will save the Company the cost of producing and mailing documents to you and will also give you an electronic link to vote your proxy.

Voting Shares in the ExxonMobil Savings Plan

The Trustee of the ExxonMobil Savings Plan will vote Plan shares as participants direct. If participants do not give instructions, the Trustee will vote shares as it thinks best. The proxy card serves to give voting instructions to the Trustee.

Revoking a Proxy for Registered Shareholders

You may revoke your proxy before it is voted at the meeting by:

Confidential Voting

Independent inspectors count the votes. Your individual vote is kept confidential from us unless otherwise required by law or special circumstances exist. For example, a copy of your proxy card is sent to us if you write comments on the card.

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Quorum

In order to carry on the business of the meeting, we must have a quorum. This means at least a majority of the outstanding shares eligible to vote must be represented at the meeting, either by proxy or in person. Treasury shares, which are shares owned by ExxonMobil itself, are not voted and do not count for this purpose.

Votes Required

Our Corporate Governance Guidelines, which can be found in the Corporate Governance section of our website at exxonmobil.com/governance, state that all directors will stand for election at the annual meeting of shareholders. However, as described below under Item 1. Election of Directors, in the event the Pioneer Natural Resources merger transaction closes on or before May 29, 2024, the directors appointed to the Board in connection with that transaction will not stand for election at the 2024 annual meeting. In a non-contested election of directors, any director nominee who receives a greater number of votes AGAINST his or her election than votes FOR such election shall tender his or her resignation. Within 90 days after certification of the election results, the Board of Directors will decide, through a process managed by the Nominating and Governance Committee and excluding the nominee in question, whether to accept the resignation. Absent a compelling reason for the director to remain on the Board, the Board shall accept the resignation. The Board will promptly disclose its decision and, if applicable, the reasons for rejecting the tendered resignation on Form 8-K filed with the Securities and Exchange Commission.

Abstentions count for quorum purposes but not for voting. Broker non-votes count as votes FOR the ratification of the appointment of independent auditors but do not count for voting on any of the other proposals.

Conduct of the Meeting

The Chairman has broad responsibility and legal authority to conduct the annual meeting in an orderly and timely manner. This authority includes establishing rules for shareholders who wish to address the virtual meeting. Only shareholders or their valid proxy holders may address the meeting. A copy of these rules will be available at the virtual meeting. The Chairman may also exercise discretion in recognizing shareholders’ comments or questions and in determining the extent of discussion on each item of business. In light of the number of business items on this year’s agenda and the need to conclude the meeting within a reasonable period of time, we cannot ensure that every shareholder who wishes to have a question or comment addressed during the meeting will be able to do so.

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Dialogue can also be facilitated with interested parties outside the meeting, and for this purpose, we have provided a method on our website at exxonmobil.com/directors for raising issues and contacting the non-employee directors in writing either by mail or electronically. The Chairman may also rely on applicable law regarding disruptions or disorderly conduct to ensure that the meeting is conducted in a manner that is fair to all shareholders. Shareholders who wish to make comments during the meeting should do so in writing. Shareholders may send their comments prior to the meeting in writing to the Secretary as set forth below.

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BOARD OF DIRECTORS

Item 1 – Election of Directors

Our Board of Directors has general oversight responsibility for ExxonMobil’s affairs pursuant to New Jersey’s General Corporation Law and ExxonMobil’s Restated Certificate of Incorporation and by-laws. In exercising its fiduciary duties, the Board represents and acts on behalf of ExxonMobil’s shareholders and is committed to strong corporate governance, as reflected through its policies and practices. The Board of Directors has nominated the director candidates named on the following pages. All of our nominees currently serve as ExxonMobil directors.

All director nominees have stated they are willing to serve if elected and have consented to be named in this proxy statement. If a nominee becomes unavailable before the election, your proxy authorizes the people named as proxies to vote for a replacement nominee if the Board names one. In any event, the Board size at the time of the meeting will equal the number of nominees nominated by the Board, and there will be no vacancy at the time of the meeting.

As previously disclosed, on October 10, 2023, the Corporation entered into an Agreement and Plan of Merger (Merger Agreement) among the Corporation, a wholly owned subsidiary of the Corporation (Merger Sub), and Pioneer Natural Resources Company (Pioneer), under which, upon the terms and subject to the conditions specified in the Merger Agreement, Merger Sub will merge with and into Pioneer (Merger) and Pioneer will become a wholly owned subsidiary of ExxonMobil. Pioneer shareholders approved the Merger on February 7, 2024. Closing of the Merger remains subject to expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the satisfaction or waiver of other closing conditions specified in the Merger Agreement.

The Merger Agreement provides that immediately following the effective time of the Merger, Mr. Scott D. Sheffield, Pioneer’s current Special Advisor to the Chief Executive Officer, and one director of Pioneer selected by Pioneer and reasonably acceptable to ExxonMobil, shall be appointed to ExxonMobil’s Board of Directors. In the event the effective time of the Merger occurs prior to ExxonMobil’s 2024 annual meeting of shareholders, ExxonMobil’s Board will use its authority to fill vacancies to appoint Mr. Sheffield and the additional Pioneer director as ExxonMobil directors at that time. Mr. Sheffield and the additional Pioneer director will not be included with ExxonMobil’s nominees for election by shareholders at the annual meeting but will be re-appointed by the Board immediately thereafter for a full term. The appointment of Mr. Sheffield and such other director will be subject to satisfaction of criteria under applicable law, New York Stock Exchange (NYSE) rules and guidelines, and criteria established by ExxonMobil generally applicable for membership on its Board.

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The Board unanimously recommends you vote FOR each of the following candidates:

Michael J. Angelakis
Independent director   Director since 2021   Age 59     Committees:   Audit; Executive; Finance   (Chair)				Expertise provided to the Board:   Mr. Angelakis’ financial experience, highlighted by his executive leadership position (CFO) transforming Comcast while navigating the financial crisis of 2008, helps the Board to better understand financial risk and opportunities facing ExxonMobil. In addition to his extensive business career, Mr. Angelakis’ experience as Chairman of the Federal Reserve Bank of Philadelphia and Chairman and CEO of Atairos Group provides vital perspectives to the challenges ExxonMobil faces related to policy and financial risk.   Qualifications:   Atairos Group   •   Chairman & CEO (2015 to present)   Comcast Corporation   •   Vice Chairman & CFO (2011 to 2015)   •   Executive Vice President & CFO (2007 to 2011)   Providence Equity Partners   •   Managing Director and member of the Management and Investment Committees (1999 to 2007)   Current public company directorships:   Bowlero Corporation (December 2021 to present; Chair of the Nominating and Corporate Governance Committee)   Clarivate Plc (December 2021 to present; member of the Nominating and Governance Committee)   TriNet Group, Inc. (February 2017 to present; member of the Nominating and Corporate Governance and Compensation committees)   Previous public company directorships in last five years:   Groupon, Inc. (April 2016 to May 2021)   Hewlett Packard Enterprise Company (November 2015 to April 2020)   Other board experience:   Duke Energy Corporation (2015 to 2017)   Chairman of the Federal Reserve Bank of Philadelphia (2016 to 2018) and Deputy Chairman and board member (2012 to 2016)   Mr. Angelakis’ perspectives on the Finance Committee:   “Fundamentally, the cash that’s generated by the Company belongs to the shareholders. It’s their capital. The Board as a body, and the Finance Committee specifically, looks to help ensure that ExxonMobil has the right strategy to deploy that capital to deliver leading performance and strong returns to build long-term shareholder value. We focus on long-term sustainability of the operating performance and cash generation of the businesses, as well as the flexibility of the balance sheet and how we work through commodity cycles.”
Attributes and Skills:
		Financial expertise and portfolio management
		Public policy / regulatory experience
		Risk management / investment stewardship experience
		Public company board governance experience
		Operation experience in capital-intensive industry
		Global business experience

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CORPORATE GOVERNANCE

Overview

The Board of Directors and its committees perform a number of functions for ExxonMobil and its shareholders, including:

The Board has adopted Corporate Governance Guidelines that govern the structure and functioning of the Board and set out the Board’s position on a number of governance issues. A copy of our current Corporate Governance Guidelines is posted on our website at exxonmobil.com/governanceguidelines.

Risk Oversight

The full Board of Directors provides oversight of key risks to ExxonMobil’s business. The Board throughout the year participates in reviews with management on the Company’s business, including identified risk factors. As a whole, the Board reviews litigation and other legal matters; political contributions, budget, and policy; lobbying costs; developments in climate science and policy; the Global Outlook, which projects world energy supply and demand to 2050; the Advancing Climate Solutions Report; stewardship of business performance; and long-term strategic plans. The Board receives updates and reviews from both internal ExxonMobil and external experts on issues of importance to the Company.

The Board, including the Environment, Safety and Public Policy Committee, periodically visits an ExxonMobil operations site. These visits enable the directors to observe and provide input on safety, operating practices, environmental performance, technology, products, industry and corporate standards, and community engagement.

The Board oversees a broad spectrum of interrelated risks with assistance from its committees. This integrated risk management approach facilitates recognition and oversight of important risk interdependencies.

Audit Committee oversees risks associated with financial and accounting matters, including compliance with legal and regulatory requirements and the Company’s financial reporting and internal control systems. At least annually, the Audit Committee also reviews ExxonMobil’s overall risk management approach and structure, including cybersecurity risks and preparedness.

Nominating and Governance Committee oversees Board structure and matters of corporate governance, including Board evaluation and director refreshment. It also coordinates identification of external experts to address the Board and sets the criteria for shareholder engagement with directors.

Compensation Committee reviews executive compensation, which is designed to promote accountability to maximize shareholder value over the long term while effectively managing longer-term risks, including those related to the energy transition. The Committee also assesses each element of the compensation program to ensure that these do not create any material adverse risks to the Company and do not encourage executives to take risks that may not be aligned with shareholders’ long-term interests.

Environment, Safety and Public Policy Committee oversees operational risks such as those relating to employee and community safety, health, environmental performance, including actions taken to address climate-related risks, and security matters. The Committee also reviews and provides advice on objectives, policies, and programs related to lobbying activities and political and other contributions.

Finance Committee reviews the Company’s capital structure/capital allocation and its financial policies, practices, and strategies.

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Each Board committee has the authority in its sole discretion to retain and oversee the work of such outside advisors as it deems appropriate and to approve the fees and expenses of such advisors. The Board receives regular updates from the committees and believes this structure is best suited for overseeing risk.

Board Leadership Structure

The Board believes that the decision as to who should serve as Chairman and/or CEO is the proper responsibility of the Board. The Board retains authority to amend the by-laws to separate the positions of Chairman and CEO at any time and regularly considers the pros and cons of such separation or combination. At the present time, the Board believes the interests of all shareholders are best served through a leadership model with a combined Chairman/CEO position and an independent Lead Director selected by and from the independent directors.

The current CEO possesses an in-depth knowledge of the Company; its integrated, multinational operations; the evolving energy industry supply and demand fundamentals; and the array of challenges and opportunities presented by the energy transition. This knowledge was gained through more than 30 years of successful experience in progressively more senior positions, including domestic and international responsibilities.

The Board believes that these experiences and other insights put the CEO in the best position to provide broad leadership for the Board as it considers strategy and exercises its fiduciary responsibilities to shareholders. Further, the Board has demonstrated its commitment and ability to provide independent oversight of management.

The Board is comprised solely of independent directors other than the CEO, and 100% of the Audit, Compensation, Nominating and Governance, and Environment, Safety and Public Policy Committee members are independent. Each independent director has access to the CEO and other Company executives and employees, and is empowered to call meetings of the independent directors and request agenda topics to be added or addressed in more detail at meetings of the full Board or an appropriate Board committee.

The Board believes the Lead Director provides effective independent Board leadership. Joseph L. Hooley serves as Lead Director and is expected to remain in the position through the annual meeting of shareholders.

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Board and Committee Self-Evaluations

Each year, the Board and each of the Board committees conduct a comprehensive evaluation of their performance and effectiveness and solicit feedback for enhancement and improvement. The Lead Director, as Chair of the Nominating and Governance Committee, oversees the Board evaluation process and will periodically engage outside counsel to bring a third-party perspective to the process.

As part of the Board’s robust assessment, the Lead Director or outside counsel, as applicable, will ask each director for suggestions to improve Board and Board committee effectiveness and feedback on a range of issues, including Board leadership, culture, purpose, and strategy; Board composition and structure; individual director performance; quality of deliberations and communication with management; and oversight of risk management. The Board reviews and discusses the feedback during an evaluation session facilitated by the Lead Director, providing an opportunity for directors to identify areas for improvement.

Director Time Commitments

Service on the ExxonMobil Board requires a substantial time commitment. It is expected that our directors will serve on the boards of other companies only to the extent that, in the judgment of the ExxonMobil Board, such services do not detract from the director’s ability to devote the necessary time and attention to ExxonMobil. The Nominating and Governance Committee reviews all directors’ service on the boards of other companies at least annually. To avoid potential conflicts of interest, directors may not accept a seat on any additional company board without first reviewing the matter with the Nominating and Governance Committee.

Director Qualifications

ExxonMobil’s Corporate Governance Guidelines outline the qualifications sought when considering non-employee director candidates. The Corporate Governance Guidelines state in part:

“ExxonMobil recognizes the strength and effectiveness of the Board reflects the balance, experience, and diversity of the individual directors; their commitment; and importantly, the ability of directors to work effectively as a group in carrying out their responsibilities. ExxonMobil seeks candidates with diverse backgrounds who possess knowledge and skills in areas of importance to the Corporation.”

Within the scope of the Corporate Governance Guidelines, we seek director candidates with a diversity of experiences and backgrounds, including gender and race/ethnic diversity, with a focus on the key director competencies described in more detail in the “Competencies” matrix below.

Additional considerations for director candidates include: a substantial majority of the Board must meet independence standards as described in the Corporate Governance Guidelines; all candidates must be free from any relationship with management or the Corporation that would interfere with the exercise of independent judgment; candidates should be committed to representing the interests of all shareholders and not any particular constituency; and the Board must include members who satisfy legal and stock exchange requirements for certain Board committees.

All directors are expected to adhere to the Company’s policies and procedures, including the Conflict of Interest Policy and Ethics Policy. See the Code of Ethics and Business Conduct section below for additional information.

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The Board is comprised of directors with an effective mix of backgrounds, knowledge, and skills that the Board considers relevant and beneficial in fulfilling its oversight role. The chart below provides a summary of the competencies of the current ExxonMobil Board and explains why these are important.

ExxonMobil Board competencies and Director qualifications

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Diversity of experiences and backgrounds, including gender and race/ethnicity, is also an important consideration for Board members. The charts below reflect the diversity of the current Board.

Strong Board Gender, Racial/Ethnic, and Age Diversity

Under ExxonMobil’s Corporate Governance Guidelines, a director will not be independent if a reportable “related person transaction” exists with respect to that director or a member of the director’s family for the current or most recently completed fiscal year. See the Guidelines for Review of Related Person Transactions posted on the Corporate Governance section of our website and described in more detail under Related Person Transactions and Procedures below.

The Board has reviewed relevant relationships between ExxonMobil and each non-employee director and director nominee to determine compliance with the NYSE standards and ExxonMobil’s additional standards. The Board has evaluated whether there are any other facts or circumstances that might impair a director’s independence. Based on that review, the Board has determined that all ExxonMobil non-employee directors are independent. The Board has also determined that each member of the Audit, Nominating and Governance, Compensation, and Environment, Safety and Public Policy Committees (see table on page 36) is independent based on both applicable NYSE standards and the Company’s independence standards for each of these committees. The Company’s standards for each committee are included in their respective charters and posted on our website at exxonmobil.com/governance.

In recommending that each director and nominee be found independent, the Nominating and Governance Committee identified no transactions, relationships, or arrangements that required consideration under the NYSE and ExxonMobil independence standards described above.

Director Nomination Process and Board Succession

As noted in the committee information that follows, the Nominating and Governance Committee is responsible for identifying and evaluating director candidates. The description below sets forth the process through which the Committee identifies potential nominees to the Board and evaluates their qualifications.

Candidate Recommendations

The Nominating and Governance Committee seeks new candidates in several ways:

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All recommendations, regardless of the source, are evaluated on the same basis against the criteria contained in the Corporate Governance Guidelines. The Committee has also instructed its executive search firm to include diversity as part of the candidate search criteria.

Shareholders may send recommendations for director candidates to the Corporate Secretary at the address given under Contact Information on page 8. A submission recommending a candidate should include:

The procedures by which shareholders may recommend nominees have not changed materially since last year’s proxy statement.

Assessment and Nomination

Once potential nominees are identified, the Nominating and Governance Committee assesses each candidate’s overall qualifications for nomination to the Board relative to an assessment of the Company’s future direction. In evaluating prospective directors, the Committee considers various factors including:

ExxonMobil seeks to have a diverse Board representing a range of backgrounds, knowledge, and skills relevant to the Company’s business and the needs of the Board, and as part of the search process, considers highly qualified candidates, including women and minorities. The Committee does not use quotas but considers diversity along with the other requirements of the Corporate Governance Guidelines provisions on non-employee director qualifications when evaluating potential new directors. The resulting diversity of experience, skills, gender, and race/ethnicity on the ExxonMobil Board serves as a testament to this robust process.

If the Nominating and Governance Committee determines to advance a candidate in the nomination process, the Committee puts the candidate forward for consideration by the full Board.

Since our last annual meeting of shareholders, the Committee continued its director succession planning, using the process described above and taking into account, among other factors, shareholders’ interest in Board refreshment and specifically in adding directors with oil and natural gas industry, energy and business transition, capital allocation, and finance expertise. Ms. Dina Powell McCormick was recommended by our executive search firm and joined the Board in January 2024.

Director Re-Nomination

The Nominating and Governance Committee also oversees the re-nomination process. In considering whether to re-nominate a director for re-election, the Committee reviews each director, considering such factors as:

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Board Tenure

The Board does not impose tenure limits on its directors, other than a mandatory retirement age of 75 and the requirement to stand for election annually. Given the complexity and breadth of our business and its long-term investment horizons, the Board considers longevity of service and experience of great value. The Board also believes that its director compensation approach, which limits the vesting of restricted shares until retirement, closely aligns directors with the interests of long-term investors.

All ExxonMobil directors stand for election at the annual meeting. Non-employee directors cannot stand for election after they have reached age 75, unless the Board makes an exception on a case-by-case basis.

Restricted shares received by non-employee directors are subject to forfeiture if the non-employee director leaves the Board early, i.e., before the retirement age of 75. Employee directors resign from the Board when they are no longer employed by ExxonMobil.

As of April 1, 2024, the average tenure of ExxonMobil’s non-employee directors is 3.6 years, below the average of Standard & Poor’s (S&P) 500 companies of 7.8 years (per 2023 Spencer Stuart Board Index). More than 60% of current ExxonMobil directors have joined the Board since January 2021.

2023 Shareholder Vote Response

At last year’s annual shareholder meeting, our shareholders voted with the Board’s recommendations on all shareholder proposals. Throughout the following year, Board members, senior management, and subject-matter experts engaged with a wide range of our shareholders to understand their perspectives and how ExxonMobil can better provide decision-useful information on key issues.

There is a wide range of perspectives across our more than 5 million shareholders. However, as a group, they expressed interest about certain topics. With input and oversight from our Board, we responded by updating our Advancing Climate Solutions Report (ACS) and Sustainability Report (SR) guided by investor input. We have hosted several investor webcasts and engaged directly with investors on the expanded content, which garnered positive feedback.

Our ongoing response to investor perspectives is an important aspect of the continuous improvement of our governance. With the oversight and participation of our Board, we will continue an active outreach program to gather and respond to feedback.

The full ACS is available on our website at exxonmobil.com/acsprogressreport.

The full SR is available on our website at exxonmobil.com/sustainabilityreport.

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ExxonMobil’s consistent responsiveness to investor perspectives

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Shareholder Engagement in 2023

The Board and management believe ongoing engagement with our shareholders is vitally important and understand the importance of understanding shareholders’ perspectives, keeping shareholders informed about the business, and addressing investors’ areas of interest. The Board and management welcome and value input from all shareholders.

Insights into the Boardroom

The ExxonMobil Board is actively engaged in and committed to overseeing the Company’s efforts to grow long-term investor value, meet the evolving needs of society, and play a leading role in a thoughtful energy transition.

This role includes oversight and guidance on the Company’s plan through 2027. The plan is expected to more than double earnings potential by 2027 versus 2019. ExxonMobil also expects to invest $22 billion to $27 billion in capital annually to help increase the supply of energy and products to meet global demand, while also reducing structural costs by $15 billion by year-end 2027 versus 2019. See Exhibit A for information on future earnings and cash flow potential and structural cost savings. We are pursuing more than $20 billion in lower-emission investments from 2022 through 2027. These investments are aimed at reducing the Company’s own greenhouse gas emissions and growing its Low Carbon Solutions business, which is focused on value-accretive opportunities in carbon capture and storage, hydrogen, biofuels, and lithium. We also plan to increase the pace of share repurchases after the acquisition of Pioneer Natural Resources to $20 billion annually, assuming reasonable market conditions – on top of a competitive, sustainable, growing quarterly dividend.

The Board regularly reviews important issues through a process that involves briefings with subject matter experts from inside and outside the Company. Topics include technology, operating strategies, business and corporate planning, current events, climate change, research and development, succession planning for senior-level positions and organization health, investor engagements, and Company performance. The Board and its committees use these insights to inform their oversight of a broad range of interrelated risks and opportunities.

For example, cybersecurity risk is overseen by the Audit Committee as part of its responsibilities for the Company’s risk management approach and structure. In its annual cybersecurity review, information technology management provides the Committee or the Board, as appropriate, updates on the Corporation’s cybersecurity strategy, initiatives, key security metrics, penetration testing results, business response plans, and the evolving threat landscape. See our Form 10-K for more information on the Company’s cybersecurity program.

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The Company’s talent strategy is another example of Board oversight – covering the full range of opportunities and risks related to human capital management. This includes the Company’s efforts to attract, retain, and develop a productive, capable, and diverse workforce that is reflective of the global community in which ExxonMobil operates – always with a focus on workforce health and safety. See the Investing in People report for more information.

The effectiveness of the Board’s guidance reflects the diversity of strengths and experience of the individual directors, as well as the directors’ commitment and ability to work as a group in carrying out their responsibilities. The Board added one new director in January 2024 and expects to welcome two additional directors upon closing the Pioneer Natural Resources merger. Each director candidate is subject to our normal screening and evaluation process to ensure the candidate has experience and demonstrated expertise in managing large, relatively complex organizations and is able to provide a valuable perspective in dealing with complex situations with worldwide scope.

Each new director participates in comprehensive onboarding sessions with senior leaders designed to accelerate the learning curve. Sessions span about 20 hours and cover a wide range of topics, including the Company’s strategies, objectives for major business lines, and functional organizations, practices and policies, ethics, risk framework, the Global Outlook, technology, and capital allocation, as well as applicable legal and regulatory requirements. Additionally, the Board regularly visits ExxonMobil sites to meet with employees and experience our facilities and operations up close.

The Board is evaluated annually through a process overseen by the Lead Director. Each director is asked for suggestions to improve Board and committee effectiveness and to provide their views on a range of issues, including leadership, culture, purpose, and strategy; Board composition and structure; individual director performance; quality of deliberations and communication with management; and oversight of risk management. The Lead Director then facilitates an evaluation session, providing an opportunity to review feedback and identify areas for improvement.

Code of Ethics and Business Conduct

The Board maintains policies and procedures (referred to in this proxy statement as the Code) that represent both the code of ethics for the principal executive officer, principal financial officer, and principal accounting officer under SEC rules, and the code of business conduct and ethics for directors, officers, and employees under NYSE listing standards. The Code applies to all directors, officers, and employees and is at the core of the Company’s foundational policies. The Code includes a Conflicts of Interest Policy under which directors, officers, and employees are expected to avoid any actual or apparent conflict between their own personal interests and the interests of the Corporation. The Code also includes an Ethics Policy under which directors, officers, and employees are expected to observe the highest ethical standards of integrity in the conduct of the Company’s business. Each year, directors, officers, and employees are required to certify that they have read the Code and remain in compliance with its requirements. The Code is posted on the ExxonMobil website at exxonmobil.com/code. The Code is also included as an exhibit to our Annual Report on Form 10-K. Any amendment of the Code will be posted promptly on ExxonMobil’s website.

The Corporation maintains procedures for administering and reviewing potential issues under the Code, including procedures that allow employees to make complaints without identifying themselves unless otherwise required by law. The Corporation also conducts periodic mandatory business practice training sessions.

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The Nominating and Governance Committee will initially review any suspected violation of the Code involving an executive officer or director and will report its findings to the Board. The Board does not envision that any waiver of the Code will be granted. Should such a waiver occur, it will be promptly disclosed on ExxonMobil’s website.

Board Meetings and Annual Meeting Attendance

The Board met 11 times in 2023. ExxonMobil’s incumbent directors, on average, attended approximately 98% of Board and committee meetings during 2023. No director attended fewer than 75% of such meetings. ExxonMobil’s non-employee directors held six executive sessions in 2023, chaired by the independent Lead Director. As specified in our Corporate Governance Guidelines, it is ExxonMobil’s policy that directors should make every effort to attend the annual meeting of shareholders. All directors attended the 2023 annual meeting of shareholders on May 31, 2023.

Board Committees

The Board appoints committees to help carry out its duties. Board committees work on key issues in greater detail than would be possible at full Board meetings. Only non-employee directors may serve on the Audit, Compensation, Nominating and Governance, and Environment, Safety and Public Policy Committees. Each committee has a written charter. The charters are posted on the Corporate Governance section of our website at exxonmobil.com/governance.

The tables below show the current membership and the number of meetings each committee held in 2023.

= Chair _· = Member    (1) Other directors serve as alternate members on a rotational basis

Meetings in 2023:

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Nominating and Governance Committee

The Nominating and Governance Committee, chaired by the independent Lead Director, serves as ExxonMobil’s nominating and corporate governance committee. Its responsibilities include:

The Committee also administers provisions of the Corporate Governance Guidelines that require a director to tender a resignation when there is a substantial change in the director’s circumstances. The Committee reviews the relevant facts to determine whether the director’s continued service would be appropriate and makes a recommendation to the Board.

Another responsibility of the Committee is to review and make recommendations to the Board regarding the compensation of the non-employee directors. The Committee uses an independent consultant, Pearl Meyer & Partners, LLC (Pearl Meyer), to provide information on current developments and practices in director compensation. Pearl Meyer is the same consultant retained by the Compensation Committee to advise on executive compensation but performs no other work for ExxonMobil.

The Corporate Governance Guidelines describe the qualifications the Committee looks for in director candidates. These Corporate Governance Guidelines, as well as the Committee’s charter, are posted on the Corporate Governance section of our website.

Audit Committee

The Audit Committee oversees accounting and internal control matters. Its responsibilities include oversight of:

The Committee has direct authority and responsibility to appoint (subject to shareholder ratification), compensate, retain, and oversee the independent auditors.

The Committee also prepares the report that SEC rules require be included in the Corporation’s annual proxy statement. The report begins on page 43.

The Audit Committee has adopted specific policies and procedures for pre-approving fees paid to the independent auditors. Under the Audit Committee’s approach, an annual program of work is approved each October for the following categories of services: Audit, Audit-Related, and Tax. Additional engagements may be brought forward from time to time for pre-approval by the Audit Committee. Pre-approvals apply to engagements within a category of service and cannot be transferred between categories. If fees might otherwise exceed pre-approved amounts for any category of permissible services, the incremental amounts must be reviewed and pre-approved prior to commitment. The complete text of the Audit Committee’s pre-approval policies and procedures, as well as the Committee’s charter, is posted on the Corporate Governance section of ExxonMobil’s website.

The Board has determined that all members of the Committee are financially literate within the meaning of the NYSE standards, and a majority are “audit committee financial experts” as defined in the SEC rules, including Mr. Goff as the Audit Committee Chair.

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Compensation Committee

The Compensation Committee is comprised exclusively of non-employee, independent directors, and oversees compensation, based on individual performance, for ExxonMobil’s senior executives (including salary, bonus, and performance share awards), as well as succession planning for key executive positions. The Committee’s charter is available on the Corporate Governance section of our website.

The Committee took the following actions:

The Committee does not delegate its responsibilities with respect to ExxonMobil’s executive officers and other senior executives. For other employees, the Committee delegates authority to determine individual salaries and incentive awards to a committee consisting of the Chairman and Management Committee. That committee’s actions are subject to a salary budget and aggregate annual ceilings on incentive awards established by the Compensation Committee.

For more information on the compensation decisions made by the Committee for 2023, refer to the Compensation Discussion and Analysis beginning on page 47.

The Compensation Committee’s report is available on page 46.

The Compensation Committee utilizes the expertise of an external independent consultant, Pearl Meyer. At the direction of the Committee, Pearl Meyer:

In addition, at the direction of the Chair of the Nominating and Governance Committee, Pearl Meyer provides an annual survey of non-employee director compensation for use by that Committee.

The Compensation Committee is solely and directly responsible for the appointment, compensation, and oversight of the consultant. The Committee considers factors that could affect Pearl Meyer’s independence, including that the consultant provides no services for ExxonMobil other than its engagement by the Committee and the Nominating and Governance Committee as described above. Based on this review, the Committee has determined the consultant’s work for the Committee to be free from conflicts of interest.

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In 2023, the Compensation Committee conducted a market assessment of Compensation Consultants and voted unanimously to retain Pearl Meyer as the independent Compensation Consultant.

Finance Committee

The Finance Committee reviews ExxonMobil’s financial policies, practices, and strategies including issues related to its financial outlook, capital allocation plan, and capital structure; shareholder distribution policies and practices; insurance and pension investment programs; and significant investments, acquisitions, and divestitures. The Committee’s charter is available on the Corporate Governance section of our website.

Environment, Safety and Public Policy Committee

The Environment, Safety and Public Policy Committee assists the Board in overseeing the Corporation’s positions and practices regarding safety, security, health, and the environment (including but not limited to climate, emissions, and sustainability) and other public policy issues relevant to the Corporation. The Committee hears reports on safety and environmental activities and along with the full Board periodically visits operating sites to observe and comment on current operating practices. In addition, the Committee provides oversight on the Corporation’s overall contributions strategies, objectives, and policies through an annual review of contributions, including the Corporation’s contributions to the ExxonMobil Foundation. The Foundation and the Corporation engage in a range of philanthropic activities that advance education, with a focus on math and science in the United States; promote women as catalysts for economic development; combat malaria; and support other cultural and public service initiatives. The Committee’s charter is available on the Corporate Governance section of our website.

Executive Committee

The Executive Committee has broad power to act on behalf of the Board. In practice, the Committee meets only when it is impractical to call a meeting of the full Board.

DIRECTOR COMPENSATION

Director compensation elements are designed to:

Non-employee director compensation levels are reviewed by the Nominating and Governance Committee each year, and resulting recommendations are presented to the full Board for approval. The Committee uses an independent consultant, Pearl Meyer, to provide information on current developments and practices in director compensation. Pearl Meyer is the same consultant retained by the Compensation Committee to advise on executive compensation but performs no other work for ExxonMobil.

ExxonMobil employees receive no additional pay for serving as directors.

Non-employee directors receive compensation consisting of cash and equity in the form of restricted stock. Non-employee directors are also reimbursed for reasonable expenses incurred to attend Board meetings or other functions relating to their responsibilities as a director of Exxon Mobil Corporation.

The annual cash retainer for non-employee directors is $110,000 per year. The Chairs of the Audit and Compensation Committees receive an additional $10,000 per year. The Lead Director receives an additional $50,000 per year.

A significant portion of director compensation is granted in the form of restricted stock that is not adjusted to offset changes in share price, resulting in directors seeing a one-for-one change in compensation through share price; this

aligns director interests with the interests of our long-term investors. The annual restricted stock award grant for incumbent non-employee directors is 2,500 shares. A new non-employee director receives a one-time grant of 8,000 shares of restricted stock upon first being elected to the Board.

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While on the Board, the non-employee director receives the same cash dividends on restricted shares as a holder of regular common stock, but the shares, including those received when first elected to the Board, remain unvested and, thus, cannot be sold or pledged. All restricted shares are subject to forfeiture if the non-employee director leaves the Board early, i.e., before the retirement age of 75, as specified for non-employee directors.

Current and former non-employee directors of Exxon Mobil Corporation are eligible to participate in the ExxonMobil Foundation’s Educational Matching Gift Programs under the same terms as the Corporation’s U.S. employees.

Non-Employee Director Compensation for 2023