2018 Guide to Effective Proxies

2.17.10 Peer groups | 463 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES Bonus Program Size of annual bonus determined by a formula, aligned with change in annual earnings (3) Individual grant levels determined by the above formula and changes in pay grade; Compensation Committee can apply negative discretion for individual performance Half of annual bonus delayed until cumulative earnings per share (EPS) reach a specified level; EPS threshold at $6.50 for 2014 through 2017 awards – no reduction in EPS threshold during period of lower commodity prices and earnings % change in annual earnings % change in bonus program 3 2 1 2 3 The bonus program formula has been consistently applied in each of the last 16 years, including years in which earnings declined (dollars in millions) (dollars in billions) ExxonMobil Earnings (3) Annual Bonus 5 50 Annual Bonus Award to CEO Position and ExxonMobil Earnings 15 13 09 2008 11 14 12 10 16 2017 4 3 2 1 0 40 30 20 10 0 In 2017, the overall bonus program was increased by 40 percent versus 2016 due to stronger Company earnings performance, but is 42-percent lower than the 2008 program and 49-percent lower than the 2012 program. Mr. Woods’ bonus increased more than the overall 2017 program to recognize his appointment as CEO (higher pay grade), and represented 11 percent of his 2017 reported pay Benchmarking and Scale/Complexity ‰ Annual benchmarking conducted to assess market orientation of executive compensation and program design features ‰ All three of ExxonMobil’s major business segments, on a stand-alone basis, would rank among other large companies based on revenue ‰ The Compensation Committee considers scale and complexity as relevant factors in assessing the appropriateness of pay levels ‰ Assessment of relative Company performance requires comparison against companies of similar scale and complexity in the same industry (pages 34 and 35) – Industry peers: Chevron, Royal Dutch Shell, Total, and BP ExxonMobil Downstream (2017 Revenue, dollars in billions) ExxonMobil 250 200 150 100 50 0 ExxonMobil Chemical ExxonMobil Upstream Ford Pfizer United Technologies Johnson & Johnson Procter & Gamble IBM Boeing General Electric Chevron Verizon AT&T General Motors Scale of ExxonMobil vs. Benchmark Companies (4)(5) 1Sizeofannualbonusdeterminedbyaformula,alignedwithchangeinannualearnings(3)2Individualgrantlevelsdeterminedbytheaboveformulaandchangesinpaygrade;CompensationCommitteecanapplynegativediscretionforindividualperformance3Halfofannualbonusdelayeduntilcumulativeearningspershare(EPS)reachaspecifiedlevel;EPSthresholdat$6.50for2014through2017awards–noreductioninEPSthresholdduringperiodoflowercommoditypricesandearnings 32 2018 Proxy Statement EXXON MOBIL CORPORATION