In company documents Wednesday, the oil giant said it had reached an agreement with Tillerson, a 40-year veteran of Exxon Mobil, to surrender the roughly 2 million unpaid shares or share units that he has been granted but does not yet have control over. Instead, he will receive a cash payment equal to the value of those shares, minus $3 million, resulting in just over $180 million that will be paid to an irrevocable "Ethics Compliance Trust" that has an independent third-party trustee.
In addition, Exxon Mobil said Tillerson would give up $4 million in unpaid deferred cash bonuses and that he had "committed to the State Department" that he would sell the more than 600,000 shares in the company that he currently owns outright.
The agreement follows speculation over how the company would handle what amounted to a tricky corporate governance dilemma. Exxon Mobil has repeatedly promoted to investors a compensation scheme that requires its executives to hold onto their shares for many years -- including after retirement -- before taking ownership of them, saying it would not accelerate the "vesting" of those shares. Indeed, in its announcement Wednesday, the company made a nod to those rules, saying Tillerson holds awards "that are not fully payable for up to 10 years after his retirement and may not be accelerated for any reason except death."
That created a problem for Tillerson. To meet federal conflict-of-interest standards, he would not be able to continue receiving Exxon Mobil shares after retirement, and would need to sever all ongoing financial ties to the company.
The company took pains to say that its agreement was made in consultation with federal ethics authorities, saying four times in one filing that it employed guidance from such experts, in addition to repeated statements about complying with federal conflict of interest guidelines. In an announcement, it said the trust would not be allowed to invest in Exxon Mobil stock and "the trustee would manage the assets consistent with government ethics rules." It also said any assets that remain in the trust after Tillerson leaves government would be forfeited and paid to charities if he begins working with another oil or gas business.
Tillerson will still receive his vested benefits under the company's retirement plans, which include a pension valued at $69 million. A life insurance benefit would be cancelled, but the company also said it would seek to obtain comparable coverage for Tillerson as a substitute.
Robert Jackson, a professor at Columbia Law School who served as an adviser on executive compensation issues to the Department of Treasury during the Obama administration, noted that though Tillerson is surrendering the unpaid shares, the company is still effectively giving him the benefit through the cash payment, awarding him with millions just as he is about to take on a diplomatic job that will have influence over America's oil interests. Exxon Mobil spokesman Alan Jeffers said the cash payment is subject to the same 10-year schedule his restricted shares would have had.
Charles Elson, director of a corporate governance center at the University of Delaware, said the board of Exxon Mobil was "between a rock and a hard place. There were no easy answers. I'm not saying they did the right thing or the wrong thing. I think they came up with what they thought was a measured answer."
While Elson noted the board removed the risk of continuing to hold Exxon Mobil shares, the value of the stock could go up or down in the future, meaning Tillerson could have fared better or worse depending on when he took possession of the shares.