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Former Pioneer Natural Resources Co. CEO Scott Sheffield may not be serving on Exxon Mobil Corp.'s board but he and other executives still made millions following the recent completion of a $59.5 billion acquisition of the Dallas-based oil and gas giant.
Spring-based Exxon closed its all-stock acquisition of Pioneer on May 3 — the company's largest deal since it acquired Mobil in 1999. As part of the deal, Sheffield and other executives were in line to receive a total $141.4 million in so-called "golden parachute" payments in connection with the transaction, according to an April 29 filing with the Securities and Exchange Commission.
The deal closed one day after the Federal Trade Commission agreed to approve it but barred Sheffield, who founded Pioneer in 1997, from joining Exxon’s board of directors or serving in any advisory capacity. Sheffield, who stepped down as CEO at the end of 2023, had been serving in an advisory role for Pioneer and was slated to join Exxon's board.
The FTC accused Sheffield of colluding with OPEC and a "related cartel of other oil-producing countries known as OPEC+" to raise oil prices. Pioneer issued a response defending Sheffield, saying the FTC's complaint "reflects a fundamental misunderstanding of the U.S. and global oil markets and misreads the nature and intent of Mr. Sheffield’s actions."
Exxon agreed to the FTC's condition to get the deal across the finish line.
In addition to baring Sheffield, another clause in the FTC’s decision prohibits Exxon from nominating, designating or appointing any Pioneer employee or director, other than certain named individuals, to its board for five years. Maria Dreyfus, a current board member at Pioneer, was selected to join Exxon’s board on May 3. Rich Dealy, the current CEO of Pioneer who took on the role at the start of 2024, will take a leadership role in the combined company's Permian Basin business.
Despite the restrictions, Sheffield and other former Pioneer executives remained in line for a big payday. The FTC's order did not include any mentions of compensation or golden parachutes. Exxon Mobil did not respond to requests for comment.
Sheffield's severance package amounted to more than $68.1 million in cash, outstanding stock awards, a separation payment and benefits, according to the April federal filing.
Dealy's package will total more than $26.4 million if he is terminated by Exxon. Neal Shah, who was executive vice president and chief financial officer at Pioneer, is in line to receive about $15 million if he's pushed out, while Mark Berg, the company's executive vice president and general counsel, was slated to get almost $16.5 million. J.D. Hall, executive vice president of operations, could recieve $15.3 million.
A previous proxy filing in January estimated the golden parachutes would total about $241.5 million. The amounts in that filing assumed the acquisition would close on Nov. 17, 2023. The estimates also included equity awards that already vested and settled in December but did not include any additional restricted stock units the executives received in 2024.
While Pioneer shareholders overwhelmingly approved of the deal during a Feb. 7 special meeting, about 68% voted against the golden parachute payments. The vote on compensation was only advisory and approval was not a requirement for the acquisition to close, according to the terms of the agreement.
Pioneer had been the biggest publicly traded Dallas-based energy company with annual revenue of $19.4 billion. Previously, the largest was Exxon, which moved its headquarters to the Houston area in 2023.
