8-KLeadership ChangesMaterial Agreements

CONOCOPHILLIPS 8-K Report, Material Agreement (Feb 16, 2006)

Filed February 16, 2006For Securities:COP

Summary

This Form 8-K filing from ConocoPhillips, dated February 16, 2006, details significant executive compensation adjustments and a key executive transition. The company's Compensation Committee approved increased annual salaries for its Senior Executive Team, effective late 2005 and early 2006. Furthermore, substantial cash bonuses were awarded under the Variable Cash Incentive Program (VCIP) for the year ended December 31, 2005, and stock option grants were issued with an exercise price of $59.075. Beyond compensation, the filing announces the retirement of Executive Vice President Jim W. Nokes, effective April 30, 2006. The company has appointed James L. Gallogly as the new Executive Vice President of Refining, Marketing & Transportation. Additionally, internal executive role realignments are noted for John E. Lowe and Philip L. Frederickson. These changes signal a period of executive succession planning and reward structure adjustments for ConocoPhillips.

Key Highlights

  • 1Increased annual salaries approved for ConocoPhillips' Senior Executive Team, effective late 2005/early 2006.
  • 2Significant cash bonuses awarded under the Variable Cash Incentive Program (VCIP) for the 2005 fiscal year.
  • 3Stock option grants were issued to senior executives under the 2004 Omnibus Stock and Performance Incentive Plan, with an exercise price of $59.075.
  • 4Payouts were approved for the Performance Share Program I (PSP I), covering the 2003-2005 period, in the form of restricted stock units.
  • 5Executive Vice President Jim W. Nokes announced his retirement, effective April 30, 2006.
  • 6James L. Gallogly appointed as the new Executive Vice President, Refining, Marketing & Transportation.
  • 7Internal executive role changes for John E. Lowe and Philip L. Frederickson announced.

Frequently Asked Questions

This 8-K filing primarily discloses material information regarding executive compensation actions, including salary increases, bonus awards, and stock option grants, as well as announcing a key executive retirement and appointment.

The Compensation Committee approved salary increases, awarded substantial cash bonuses under the VCIP program for 2005, and granted stock options with an exercise price of $59.075. Additionally, payouts were made under the Performance Share Program I for the 2003-2005 period in restricted stock units.

Jim W. Nokes, Executive Vice President of Refining, Marketing, Supply & Transportation, is retiring effective April 30, 2006. James L. Gallogly, formerly CEO of Chevron Phillips Chemical Company LLC, has been appointed as the new Executive Vice President of Refining, Marketing & Transportation, effective April 1, 2006.

Yes, John E. Lowe will move to Executive Vice President, Commercial, and Philip L. Frederickson will become Executive Vice President, Planning, Strategy & Corporate Affairs.