ConocoPhillips CEO Lance Transitions to Executive Chairman

TL;DR

ConocoPhillips CEO Ryan Lance is moving to Executive Chairman, Berry takes over as Non-Exec Chairman March 1st.

AI Summary

ConocoPhillips announced on January 28, 2025, that Ryan M. Lance, the Chief Executive Officer, will transition to the role of Executive Chairman of the Board, effective March 1, 2025. Concurrently, William S. Berry, the current Lead Independent Director, will assume the role of Non-Executive Chairman of the Board. This leadership transition is part of a planned succession strategy.

Why It Matters

This leadership change signals a planned succession at the top of a major energy company, which could impact strategic direction and investor confidence.

Risk Assessment

Risk Level: low — The filing details a planned leadership transition, which is a common corporate event and not indicative of immediate financial distress or operational risk.

Key Players & Entities

• ConocoPhillips (company) — Registrant
• Ryan M. Lance (person) — Current CEO transitioning to Executive Chairman
• William S. Berry (person) — Current Lead Independent Director assuming Non-Executive Chairman role
• March 1, 2025 (date) — Effective date of leadership transition
• January 28, 2025 (date) — Date of report
• January 27, 2025 (date) — Earliest event reported date

FAQ

Filing Documents

• tm254540d1_8k.htm (8-K) — 28KB
• 0001104659-25-006571.txt ( ) — 242KB
• cop-20250127.xsd (EX-101.SCH) — 3KB
• cop-20250127_def.xml (EX-101.DEF) — 26KB
• cop-20250127_lab.xml (EX-101.LAB) — 36KB
• cop-20250127_pre.xml (EX-101.PRE) — 25KB
• tm254540d1_8k_htm.xml (XML) — 5KB

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 27, 2025, Christopher P. Delk announced his decision to retire as vice president, Controller and General Tax Counsel of ConocoPhillips (the "Company). He will remain in his position as vice president, Controller and General Tax Counsel until March 1, 2025. In connection with Mr. Delk's retirement, the Board of Directors of the Company approved the following changes to the Company's senior management, which will be effective March 1, 2025: Kontessa S. Haynes-Welsh, currently vice president and Treasurer, will become vice president and Controller. Philip M. Gresh, currently vice president, Investor Relations, will become vice president, Investor Relations and Treasurer. Ms. Haynes-Welsh, age 50, served as vice president and Treasurer of the Company since November 2022. Prior to serving as vice president and Treasurer, Ms. Haynes-Welsh was the Company's Chief Accounting Officer from March 2021 to November 2022, and before that served as Assistant Controller of the Company from January 2020 to February 2021. There is no arrangement or understanding between Ms. Haynes-Welsh and any other person pursuant to which Ms. Haynes-Welsh was appointed as Vice president and Controller. There are no family relationships between Ms. Haynes-Welsh and any of the Company's directors or executive officers. There have been no related party transactions involving Ms. Haynes-Welsh (or any of her immediate family members) during the period since December 31, 2023. Ms. Haynes-Welsh will participate in the compensation programs described under "Compensation Discussion and Analysis" beginning on page 66 of ConocoPhillips' Proxy Statement relating to its 2024 Annual Meeting of Stockholders, as filed with the SEC on April 1, 2024, which description is incorporated herein by reference. 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CONOCOPHILLIPS /s/ Kelly B. Rose Kelly B. Rose Senior Vice President, Legal, General Counsel and Corporate Secretary January 28, 2025 3

View Full Filing

View this 8-K filing on SEC EDGAR