| Bay Point, CA. 94565 December 15, 2015 Secretary, Exxon Mobil Corporation 5959 Las Colinas Boulevard Irving, TX 75039-2298 phone 972-444-1157 (via post mail and fax 972-444-1505) Re: Shareholder Proposal on Executive Compensation Policy Dear Mr. Woodbury: Enclosed please find my shareholder proposal for inclusion in our proxy materials for the 2016 annual meeting of shareholders and a letter of my shares for more than $2000 value for longer than one year. I will continuously hold these shares until the 2016 annual meeting of shareholders. Should you have any questions, please contact me at zhao.cpri@gmail.com or 1-925-643-**** (phone/fax). Yours truly, Jing Zhao Enclosure: Shareholder proposal Jing Zhao’s shares letter Shareholder Proposal on Executive Compensation Policy Resolved: shareholders recommend that Exxon Mobil Corporation (ExxonMobil) improve the executive compensation policy with respect to ExxonMobil’s executive officers and other senior executives to permit outside experts to attend meetings of the Compensation Committee as non-members or as advisors to the Committee. This is not intended to unnecessarily limit our Board’s judgment in crafting the recommended improvement, such as the qualification, number, function and term of outside experts, in accordance with applicable laws. Supporting Statement According to the ExxonMobil’s Notice of 2015 Annual Meeting and Proxy Statement: “The Committee does not delegate its responsibilities with respect to ExxonMobil’s executive officers and other senior executives (currently 27 positions)”; “The Committee utilizes the expertise of an external independent consultant, Pearl Meyer & Partners”; “The independent consultant’s input is given serious consideration as part of the Committee’s decision-making process but is not assigned a weight versus the other matters considered by the Committee” (p.12). As the result of the current policy, our Chairman and CEO’s total reported pay was $40,266,501 in 2012, $28,138,329 in 2013, and $33,096,312 in 2014 (p.48, with other named and principal positions). It is clear that one single consulting firm cannot advise a reasonable, fair, and ethical compensation policy responsive to America’s general economy, such as unemployment, working hour and wage inequality, without voices from the general public, such as unions, the academic society, independent think tanks and publicly elected officers. As Professor Thomas Piketty pointed out, “there is absolutely no doubt that the increase of inequality in the United States contributed to the nation’s financial instability.” (Capital in the Twenty-First Century, trans. Arthur Goldhammer. Cambridge: The Belknap Press of Harvard University Press, 2014. p.297) “Let me return now to the cause of rising inequality in the United States. The increase was largely the result of an unprecedented increase in wage inequality and in particular the emergence of extremely high remunerations at the summit of the wage hierarchy, particularly among top managers of large firms.”(p.298) “Because it is objectively difficult to measure individual contributions to a firm’s output, top managers found it relatively easy to persuade boards and stockholders that they were worth the money, especially since the members of compensation committees were often chosen in a rather incestuous manner.” (p.510) |