8-KLeadership ChangesExhibits & Filings

CONOCOPHILLIPS 8-K Report, Executive Changes (Aug 11, 2026)

Filed August 11, 2026For Securities:COP

Summary

ConocoPhillips (COP) announced significant executive leadership changes, effective September 1, 2026, detailed in this Form 8-K filing. The most notable change is the transition of current CEO Ryan M. Lance to Executive Chair of the Board, while Andrew (Andy) M. O’Brien, previously Executive Vice President, Strategy, Commercial and Chief Financial Officer, will assume the roles of President and Chief Executive Officer, and join the Board. This represents a planned succession and a shift in leadership responsibilities within the company's top executive ranks.

Key Highlights

  • 1Planned CEO succession: Andrew (Andy) M. O’Brien to become President and CEO, taking over from Ryan M. Lance.
  • 2Ryan M. Lance to transition from CEO to Executive Chair of the Board, effective September 1, 2026.
  • 3Kontessa S. Haynes-Welsh appointed as Senior Vice President and Chief Financial Officer, replacing Mr. O'Brien in this capacity.
  • 4Greig Patterson promoted to Vice President, Finance and Controller.
  • 5Changes in executive compensation reflect new roles, with Mr. Lance's salary reduced in his new role and Mr. O'Brien and Ms. Haynes-Welsh receiving significant compensation packages aligned with their new responsibilities.
  • 6Two executive officers, Kirk L. Johnson and Nicholas G. Olds, received restricted stock unit awards with multi-year vesting periods, indicating retention and long-term incentive alignment.

Frequently Asked Questions

Effective September 1, 2026, Andrew (Andy) M. O’Brien will become President and CEO, and a Board member. Ryan M. Lance will transition from CEO to Executive Chair of the Board. Kontessa S. Haynes-Welsh will become Senior Vice President and CFO, and Greig Patterson will be Vice President, Finance and Controller.

As Executive Chair, Mr. Lance's annual base salary will be reduced to $1.1 million. He will continue to participate in the long-term incentive program, with a reduced target of $12.4 million for 2027, but will no longer participate in the annual Variable Cash Incentive Plan (VCIP).

As President and CEO, Mr. O’Brien will receive a base salary of $1.7 million, a VCIP target of 160% of base salary, and a long-term incentive target of $13.08 million.

Yes, Kirk L. Johnson will receive restricted stock units valued at $5 million vesting in five years, and Nicholas G. Olds will receive restricted stock units valued at $3 million vesting in three years. These awards have specific vesting conditions related to employment termination.