{"url_path":"/sec/cop/8-k/2026-08-11/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departures of Directors or Certain","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1163165/0001104659-26-094062-index.html","accession_number":"0001104659-26-094062","cik":"0001163165","ticker":"COP","issuer_name":"CONOCOPHILLIPS","edgar_url":"https://www.sec.gov/Archives/edgar/data/1163165/0001104659-26-094062-index.html","primary_entity_key":"0001163165","primary_entity_name":"CONOCOPHILLIPS"},"word_count":676,"has_tables":true,"body_markdown":"**Item 5.02 Departures of Directors or Certain\nOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers**\n\n \n\nOn August 6, 2026, the\nBoard of Directors (the “Board”) of ConocoPhillips (the “Company”) elected Andrew (Andy) M. O’Brien, the\nCompany’s current Executive Vice President, Strategy, Commercial and Chief Financial Officer, as the Company’s President and\nChief Executive Officer and member of the Board, effective September 1, 2026. At such time, the Company’s current Chairman,\nPresident and Chief Executive Officer, Ryan M. Lance, will retire as President and Chief Executive Officer and become Executive Chair\nof the Board.\n\n \n\nAlso effective September 1,\n2026, Kontessa S. Haynes-Welsh, currently Vice President, Finance and Controller, will become Senior Vice President and Chief Financial\nOfficer, and Greig Patterson, currently Vice President, Corporate Planning & Development, will become Vice President, Finance\nand Controller.\n\n \n\nThe information regarding\nMessrs. Lance and O’Brien and Ms. Haynes-Welsh required under Items 401(b), (d) and (e) of Regulation S-K is\nincluded under “Information About our Executive Officers” on page 28 of the Company’s Annual Report on Form 10-K\nfor the year ending December 31, 2025, as filed with the Securities and Exchange Commission on February 17, 2026, and is incorporated\nherein by reference. Mr. Patterson, 50, has served as Vice President, Corporate Planning & Development since April 2024.\nFrom May 2023 to March 2024, he served as General Manager, Financial Planning and Analysis, and from June 2022 until April 2023,\nhe served as Manager, Strategy and Portfolio Management. From January 2020 until June 2022, he served as Finance Manager of\nthe Company’s Malaysia business unit.\n\n \n\nThere are no arrangements\nor understandings pursuant to which any of Messrs. Lance, O’Brien and Patterson or Ms. Haynes-Welsh were selected for\ntheir respective positions, nor do any of such individuals have any direct or indirect material interest in any transaction required to\nbe disclosed under Item 404(a) of Regulation S-K.\n\n \n\nIn connection with these management\nchanges, the Human Resources and Compensation Committee of the Board approved the following compensatory arrangements, effective September 1,\n2026:\n\n \n\nAs Executive Chair, Mr. Lance’s\nannual base salary will be decreased to $1.1 million, and he will continue to participate in the Company’s long-term incentive program,\nbut will not participate in the Company’s annual Variable Cash Incentive Plan (“VCIP”). Mr. Lance’s long-term\nincentive target for 2027 will be reduced to $12.4 million. As President and Chief Executive Officer, Mr. O’Brien will receive\na base salary of $1.7 million, a VCIP target of 160% of base salary, and a long-term incentive target of $13.08 million. Ms. Haynes-Welsh\nwill receive an annual base salary of $742,972, and VCIP, restricted stock unit, and performance share targets of 83%, 110%, and 205%,\nrespectively, of base salary. Mr. O’Brien and Ms. Haynes-Welsh will also receive additional units under the Company’s\nongoing performance share programs, PSP 24, PSP 25 and PSP 26, reflecting their increased performance share target value, prorated for\nthe number of months remaining in each of the respective performance program periods.\n\n \n\n \n\n \n\n \n\nKirk L. Johnson, Executive\nVice President, Global Operations and Technical Functions, will receive a restricted stock unit award with a target value of $5 million,\nvesting on the fifth anniversary of the grant date, and Nicholas G. Olds, Executive Vice President, Lower 48 and Global HSE, will receive\na restricted stock unit award with a target value of $3 million, vesting on the third anniversary of the grant date. The awards will vest\non a pro-rated basis over the vesting period in the case of layoff, death and disability, but will be forfeited in full in the case of\nany other termination of employment, including retirement.\n\n \n\nOn August 6, 2026, the\nCompany issued a press release announcing the retirement of Mr. Lance as President and Chief Executive Officer of the Company and\nassumption of the role of Executive Chair of the Board, as well as the appointments of Mr. O’Brien and Ms. Haynes-Welsh.\nA copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into\nthis Item 5.02."}