8-KMaterial Agreements

CONOCOPHILLIPS 8-K Report, Material Agreement (Feb 11, 2005)

Filed February 11, 2005For Securities:COP

Summary

ConocoPhillips filed an 8-K on February 11, 2005, reporting on executive compensation decisions made by its Board of Directors on February 9, 2005. The filing details cash bonuses awarded under the Variable Cash Incentive Program (VCIP) for the fiscal year ending December 31, 2004, to its named executive officers. Additionally, it outlines increases to the annual base salaries for several key executives, effective March 1, 2005. For investors, this report highlights the compensation structure for top management, providing insights into how performance and service are recognized financially. The VCIP bonuses reflect the company's performance in 2004, while salary increases indicate continued investment in retaining key leadership. Specifically, J.J. Mulva received the largest VCIP bonus at $4,100,000, and significant bonuses were also awarded to A.W. Dunham, J.W. Nokes, W.B. Berry, J.A. Carrig, and J.E. Lowe. New annual salaries for 2005 are also disclosed for Messrs. Nokes, Berry, Carrig, and Lowe.

Key Highlights

  • 1ConocoPhillips disclosed executive compensation actions approved by its Board of Directors on February 9, 2005.
  • 2The company awarded Variable Cash Incentive Program (VCIP) bonuses to named executive officers for the year ended December 31, 2004.
  • 3J.J. Mulva received the highest VCIP bonus at $4,100,000 for 2004.
  • 4A.W. Dunham received a partial VCIP bonus of $3,064,210, considering his service as Chairman until September 30, 2004.
  • 5Other named executive officers receiving VCIP bonuses include J.W. Nokes, W.B. Berry, J.A. Carrig, and J.E. Lowe.
  • 6Annual salaries for several named executive officers were increased, effective March 1, 2005.
  • 7New 2005 annual salaries are reported for J.W. Nokes ($852,000), W.B. Berry ($725,000), J.A. Carrig ($659,000), and J.E. Lowe ($546,000).

Frequently Asked Questions

This 8-K filing serves to publicly disclose material information regarding the compensation of ConocoPhillips' named executive officers, specifically the approval of cash bonuses for 2004 performance and increases to annual salaries for 2005.

The Board approved Variable Cash Incentive Program (VCIP) bonuses for 2004 performance and increased the annual base salaries for several executives, effective March 1, 2005. These decisions reflect the company's compensation philosophy for its top leadership.

The largest bonus was awarded to J.J. Mulva ($4,100,000). Other significant bonuses included A.W. Dunham ($3,064,210), J.W. Nokes ($1,576,775), W.B. Berry ($1,366,420), J.A. Carrig ($1,123,983), and J.E. Lowe ($962,734).

Yes, the filing notes increases in annual salaries effective March 1, 2005, for J.W. Nokes, W.B. Berry, J.A. Carrig, and J.E. Lowe, with their new annual salaries detailed in the report.