Exxon adds new board members amid activist pressure: WSJ

Oil giant says Jeffrey Ubben, Michael Angelakis would join board

Exxon Mobil Corp. added two new directors to its board Monday, as the beleaguered energy company tries to fend off calls for change from a pair of activist investors.

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XOM EXXON MOBIL CORP. 62.37 +0.76 +1.23%

The Texas oil company said activist investor Jeffrey Ubben would join its board, along with Michael Angelakis, the chief executive officer of Atairos Group and former chief financial officer of Comcast Corp.

Exxon CEO Darren Woods said the new directors were part of a continuing effort to refresh the company’s board and reflected ongoing talks it is having with investors.

EXXON MOBIL POSTS FIRST ANNUAL LOSS IN 40 YEARS

“If you look at the changes we’ve been making, they are in response to the changing role of the industry as we head to a lower-carbon economy,” Mr. Woods said in an interview.

Exxon’s stock price was up nearly 5% in afternoon trading Monday.

Still, the board changes are unlikely to satisfy one of the activist investors targeting Exxon. Engine No. 1 LLC, an activist fund founded by technology investor Chris James late last year, said Monday that it is moving forward with a planned proxy fight for four board seats.

Exxon Mobil Corp. added two new directors to its board Monday, as the beleaguered energy company tries to fend off calls for change from a pair of activist investors. Photographer: Callaghan O'Hare/Bloomberg via Getty Images

Exxon posted a loss of $22 billion last year, its first annual loss in modern history, and some of the company's largest investors have pressured it to disclose more about its carbon footprint and articulate a clearer energy transition strategy, as some countries attempt to wean themselves off fossil fuels.

“While ExxonMobil has now conceded the need for board change, what is missing are directors with diverse track records of success in the energy industry who can position the Company for success in a changing world,” Engine No. 1 said in a statement.

Exxon has been in talks with the other activist, D.E. Shaw Group, and that fund had previously indicated it might sign off on Exxon’s new board members. It said Monday it supported the new board members and Exxon’s focus on cost and capital spending discipline.

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“We believe these individuals will bring significant capital markets and capital allocation experience to the boardroom and will provide meaningful value to the company as it focuses on its investment priorities while navigating the transition to a low-carbon future,” D.E. Shaw Managing Director Edwin Jager said in a statement.

Exxon had previously added another director, the former CEO of Malaysian oil giant Petronas, Wan Zulkiflee Wan Ariffin, and is stepping up sustainability investments as the two activist investors lobby for changes at the Irving, Texas-based company.

Mr. Woods indicated there weren’t any further board changes currently proposed, saying the new directors fulfilled the needs it had identified internally.

Mr. Ubben, who founded investment firm ValueAct, has shown interest in energy companies and other low-carbon energy and technology investments. His firm invested in electric-truck startup Nikola Corp. , where he is a board member. Mr. Ubben has also previously served on the board of Bausch Health, formerly Valeant Pharmaceuticals, in which ValueAct had invested. He left ValueAct last year and said he would focus on socially responsible investing.

Ubben also previously invested $75 million in BP PLC in March and unsuccessfully approached the big oil company about joining its board, according to people familiar with the matter. He previously told The Wall Street Journal he would invest $1 billion in a big oil company through his new firm, Inclusive Capital Partners.

Ubben has said he believes major oil companies should have excess cash to spend on clean energy by cutting costs, spending and dividends. A spokeswoman for Mr. Ubben declined to comment.

Angelakis heads Atairos, which means “partnership” in Greek, an investment firm that has taken sizable and long-term stakes in a range of companies. He was the board chairman of the Federal Reserve Bank of Philadelphia and sits on the boards of human-resources company TriNet Group Inc. and daily-deals company Groupon Inc.

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So far, Exxon has eschewed diversifying into renewable energy, as BP and Royal Dutch Shell PLC have, instead choosing to double down on oil and gas, arguing the world will need vast amounts of fossil fuels for decades.

In February, Exxon announced a new business unit that it said would focus exclusively on technologies to lower carbon emissions. The new business, dubbed “low carbon solutions,” will invest $3 billion through 2025 on lower-emission energy technologies, primarily on carbon capture and storage projects, which gather carbon emissions from industrial processes or directly from the air and deposit them underground.