EXXON MOBIL CORPXOM
EXXON MOBIL CORP Stock Compensation Disclosure
Note 18. Incentive Program
The 2003 Incentive Program provides for grants of stock options, stock appreciation rights (SARs), restricted stock, and other forms of awards. Awards may be granted to eligible employees of the Company and those affiliates at least 50 percent owned by the Corporation. Outstanding awards are subject to certain forfeiture provisions contained in the program or award instrument. Options and SARs may be granted at prices not less than 100 percent of market value on the date of grant and have a maximum life of 10 years. The maximum number of shares of stock that may be issued under the 2003 Incentive Program is 220 million. Awards that are forfeited, expire, or are settled in cash, do not count against this maximum limit. The 2003 Incentive Program does not have a specified term. New awards may be made until the available shares are depleted, unless the ExxonMobil Board of Directors terminates the plan early. At the end of 2025, remaining shares available for award under the 2003 Incentive Program were 41 million.
Restricted Stock and Restricted Stock Units. Awards of restricted (nonvested) common stock units granted under the 2003 Incentive Program totaled 9,852 thousand, 10,393 thousand, and 9,701 thousand in 2025, 2024, and 2023, respectively. Compensation expense for these awards is based on the price of the stock at the date of grant and is recognized in income over the requisite service period. Shares for these awards are issued to employees from treasury stock. The units that are settled in cash are recorded as liabilities, and their changes in fair value are recognized over the vesting period. During the applicable restricted periods, the shares and units may not be sold or transferred and are subject to forfeiture. The majority of the awards have graded vesting periods, with 50 percent of the shares and units in each award vesting after three years, and the remaining 50 percent vesting after seven years. Some management, professional, and technical participants will receive awards that vest in full after three years. Awards granted to a small number of senior executives have vesting periods of five years for 50 percent of the award and of 10 years for the remaining 50 percent of the award, except that for awards granted prior to 2020 the vesting of the 10-year portion of the award is delayed until retirement if later than 10 years.
In accordance with the terms of the merger agreement for the Pioneer acquisition, which closed on May 3, 2024, awards of Pioneer restricted stock units granted under the Pioneer Amended and Restated 2006 Long Term Incentive Plan (Pioneer LTIP) that did not vest as of immediately prior to the closing were cancelled and converted into awards of ExxonMobil restricted stock units based on the merger exchange ratio. The grant date for the converted Pioneer awards is considered to be the effective date of the acquisition for the purpose of calculating fair value. Compensation costs for the converted Pioneer awards is recognized in income over a period commensurate with the vesting schedule. Pioneer awards vest in three installments over a period of three years with approximately one third of the awards vesting each year. Shares for these awards are issued to employees from treasury stock. The units that are settled in cash are recorded as liabilities and their changes in fair value are recognized over the vesting period. The maximum term of the Pioneer awards is three years. As of the Pioneer acquisition closing on May 3, 2024, the maximum number of shares of stock that can be issued under the Pioneer LTIP was 9,458 thousand. At the end of 2025, remaining shares available for awards under the Pioneer LTIP were 9,426 thousand. The program is set to expire in May 2026.
The following tables summarize information about restricted stock and restricted stock units for the year ended December 31, 2025.
| Restricted stock and units outstanding | 2025 | |||||||
Shares (thousands) | Weighted-Average Grant-Date Fair Value per Share (dollars) | |||||||
| Issued and outstanding at January 1 | 39,595 | 85.29 | ||||||
| Awards issued in 2025 | 10,327 | 118.72 | ||||||
| Vested | (8,716) | 90.54 | ||||||
| Forfeited | (552) | 100.77 | ||||||
| Issued and outstanding at December 31 | 40,654 | 92.45 | ||||||
Impacts of Pioneer awards incorporated in the totals above include 49 thousand awards issued in 2025, (189) thousand vested and (65) thousand forfeited.
| Value of restricted stock units | 2025 | 2024 | 2023 | ||||||||
Grant price (dollars) | 115.02 | 118.57 | 103.16 | ||||||||
| Value at date of grant: | (millions of dollars) | ||||||||||
| Units settled in stock | 1,031 | 1,193 | 900 | ||||||||
| Units settled in cash | 108 | 129 | 101 | ||||||||
| Total value | 1,139 | 1,322 | 1,001 | ||||||||
As of December 31, 2025, there was $2.7 billion of unrecognized compensation cost related to the nonvested restricted awards. This cost is expected to be recognized over a weighted-average period of 4.6 years. The compensation cost charged against income for the restricted stock and restricted stock units was $1.0 billion, $0.8 billion, and $0.6 billion for 2025, 2024, and 2023, respectively. The income tax benefit recognized in income related to this compensation expense was $0.1 billion, $0.1 billion, and $0.1 billion for the same periods, respectively. The fair value of shares and units vested in 2025, 2024, and 2023 was $1.0 billion, $1.0 billion, and $0.9 billion, respectively. Cash payments of $0.1 billion, $0.1 billion, and $0.1 billion for vested restricted stock units settled in cash were made in 2025, 2024, and 2023, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Feb 19, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Feb 22, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Feb 24, 2021 | |
| 2019 | Feb 26, 2020 | |
| 2018 | Feb 27, 2019 | |
| 2017 | Feb 28, 2018 | |
| 2016 | Feb 22, 2017 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.