2018 Guide to Effective Proxies

6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 242 COMPENSATION DISCUSSION AND ANALYSIS Page Executive Compensation Overview ‰ Letter to Shareholders 28 ‰ Shareholder Engagement 28 ‰ Say-On-Pay Results 28 ‰ Executive Summary 29 ‰ Performance Share Program 30 ‰ Bonus Program 32 ‰ Benchmarking and Scale/Complexity 32 ‰ Compensation for CEO Position 33 ‰ Company Performance 34 ‰ Sound Governance Practices 36 Key Elements of the Compensation Program and Compensation Committee 2017 Decisions ‰ Salary 38 ‰ Annual Bonus Program 38 ‰ Performance Share Program 39 ‰ Retirement Plans 39 Other Key Elements of the Compensation Program ‰ Benchmarking Principles 40 ‰ Performance Measurements 41 ‰ Share Utilization 42 ‰ Granting Practices 42 ‰ Stock Ownership 42 ‰ Hedging Policy 43 ‰ Clawback Policy and Forfeiture Provisions 43 ‰ Employment Arrangements 43 ‰ Tax Matters 43 ‰ Changes to Company Performance Metrics 44 Executive Compensation Tables and Narratives ‰ Summary Compensation Table 45 ‰ Grants of Plan-Based Awards 48 ‰ Outstanding Equity Awards 49 ‰ Option Exercises and Stock Vested 50 ‰ Pension Benefits 50 ‰ Nonqualified Deferred Compensation 52 ‰ Administrative Services for Retired Employee Directors 52 ‰ Health Care Benefits 53 ‰ Unused Vacation 53 ‰ Termination and Change in Control 53 ‰ Payments in the Event of Death 53 2018 Proxy Statement 27 EXXON MOBIL CORPORATION