DEF 14A 1 def14a-2010.htm DEFINITIVE PROXY STATEMENT def14a-2010.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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Exchange Act of 1934 (Amendment No.    )

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Soliciting Material Pursuant to Section 240.14a-12

Occidental Petroleum Corporation
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March 23 , 2010

Dear Stockholders:

On behalf of the Board of Directors, it is my pleasure to invite you to Occidental’s 2010 Annual Meeting of Stockholders, which will be held on Friday, May 7, 2010, at the Starlight Ballroom, The Fairmont Miramar Hotel, Santa Monica, California.

Attached are the Notice of Meeting and the Proxy Statement, which describes in detail the matters on which you are being asked to vote.  These matters include electing the directors, ratifying the selection of independent auditors, re-approving the material terms of performance goals for Section 162(m) awards under the 2005 Long-Term Incentive Plan, approving Occidental’s voluntary advisory proposal on executive compensation philosophy and practice, and transacting any other business that properly comes before the meeting, including any stockholder proposals.

Also enclosed are a Report to Stockholders, which discusses highlights of the year, and Occidental’s Annual Report on Form 10-K.  As in the past, at the meeting there will be a report on operations and an opportunity for you to ask questions.

Whether you plan to attend the meeting or not, I encourage you to vote promptly so that your shares will be represented and properly voted at the meeting.

Sincerely,

Ray R. Irani
 
Chairman and Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
Occidental Petroleum Corporation
10889 Wilshire Boulevard, Los Angeles, California 90024
 
 
March 23 , 2010

Notice of Annual Meeting of Stockholders
 
To Our Stockholders:
 
Occidental's 2010 Annual Meeting of Stockholders will be held at 10:30 a.m. on Friday, May 7, 2010, in the Starlight Ballroom, The Fairmont Miramar Hotel, 101 Wilshire Boulevard, Santa Monica, California.
 
At the meeting, stockholders will act on the following matters:
 
 
1.
Election of directors;
     
 
2.
Ratification of selection of KPMG LLP as independent auditors;
     
 
3.
Re-approval of material terms of performance goals for Section 162(m) Awards under the 2005 Long-Term Incentive Plan to permit tax deduction;
     
 
4.
Advisory vote approving executive compensation philosophy and practice; and
     
 
5.
Consideration of other matters properly brought before the meeting, including stockholder proposals. The Board of Directors knows of seven stockholder proposals that may be presented.
 
These matters are described in detail in the Proxy Statement. The Board of Directors recommends a vote FOR Proposals 1, 2, 3 and 4 and AGAINST Proposals 5, 6, 7, 8, 9, 10 and 11.
 
Stockholders of record at the close of business on March 15, 2010, are entitled to receive notice of, to attend and to vote at the meeting.
 
Whether you plan to attend or not, it is important that you read the Proxy Statement and follow the instructions on your proxy card to submit a proxy by mail, telephone or Internet. This will ensure that your shares are represented and will save Occidental additional expenses of soliciting proxies.
 
Sincerely,
 
 
 
Donald P. de Brier
Executive Vice President, General Counsel and Secretary
 
 
 
 
 
 
TABLE OF CONTENTS

General Information
1
       
Proposal 1: Election of Directors
2
       
 
Information Regarding the Board of Directors and its Committees
7
       
 
Compensation of Directors
10
       
 
Section 16(a) Beneficial Ownership Reporting Compliance
10
       
Security Ownership of Certain Beneficial Owners and Management
11
       
Executive Compensation
12
       
 
Compensation Discussion and Analysis
12
       
 
Compensation Committee Report
24
       
 
2009 Performance Highlights
25
       
 
Executive Compensation Tables
26
       
    Summary Compensation Table 27
       
   
Grants of Plan-Based Awards
28
       
   
Outstanding Equity Awards at December 31, 2009
30
       
   
Option Exercises and Stock Vested in 2009
31
       
   
Nonqualified Deferred Compensation
32
       
   
Potential Payments Upon Termination or Change of Control
33
       
Proposal 2: Ratification of Independent Auditors
38
       
 
Audit and Other Fees
38
       
 
Report of the Audit Committee
38
       
 
Ratification of Selection of Independent Auditors
39
       
Proposal 3: Re-Approval of Material Terms of Performance Goals for Section 162(m) Awards Under the 2005 Long-Term Incentive Plan Pursuant to Tax Deduction Rules
39
       
Proposal 4: Advisory Vote Approving Executive Compensation Philosophy and Practice
40
       
Stockholder Proposals
40
       
 
Proposal 5: Elimination of Compensation Over $500,000 Per Year
41
       
 
Proposal 6: Policy to Separate Roles of Chairman and Chief Executive Officer
42
       
 
Proposal 7: Percentage of Stockholder Ownership Required to Call Special Meetings
43
       
 
Proposal 8: Report on Assessment of Host Country Laws
44
       
 
Proposal 9: Director Election Majority Vote Standard
45
       
 
Proposal 10: Report on Increasing Inherent Security of Chemical Facilities
46
       
 
Proposal 11: Policy on Accelerated Vesting in the Event of a Change in Control
47
       
Stockholder Proposals for the 2011 Annual Meeting of Stockholders
48
       
Nominations for Directors for Term Expiring in 2012
48
       
Annual Report
49
       
Exhibit A: Corporate Governance Policies and Other Governance Measures
A-1
       
Exhibit B: Performance Goals and Additional Information Regarding 2005 Long-Term Incentive Plan
B-1
       
 
Performance Goals
B-1
       
 
Summary Description of the 2005 Plan
B-1
       
 
Federal Income Tax Consequences
B-2
       
 
Specific Benefits
B-3
       
 
Securities Authorized for Issuance Under Equity Compensation Plans
B-4
 
 
 
 
 
 
PROXY STATEMENT

 


GENERAL INFORMATION
 
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Occidental Petroleum Corporation, a Delaware corporation, for use at the Annual Meeting of Stockholders on May 7, 2010, and at any adjournment of the meeting. All numbers of shares and prices per share of Occidental common stock have been adjusted to give effect to the two-for-one stock split in August 2006.
 
important notice regarding the availability of proxy materials for the stockholder meeting to be held on may 7, 2010
 
This Proxy Statement and Occidental’s Annual Report on Form 10-K for the year ended December 31, 2009, are available on Occidental’s web site at www.oxypublications.com or by writing to the Communications and Public Affairs Department, Occidental Petroleum Corporation, 10889 Wilshire Boulevard, Los Angeles, California 90024.
 
admission to the annual meeting
 
Attendance is limited to stockholders and one guest per stockholder. If you plan to attend the Annual Meeting in person and you are a stockholder of record, you must bring the admission ticket attached to your proxy or information card. If your shares are held in the name of a bank, broker or other holder of record and an admission ticket is not part of your voting instruction card, you will be admitted only if you have proof of ownership on the record date, such as a bank or brokerage account statement. In addition to your admission ticket or account statement, you may be asked to present valid picture identification, such as a driver's license or passport.
 
Cell phones and other electronic devices are not permitted in the meeting.
 
voting rights
 
This Proxy Statement and accompanying proxy card are being mailed beginning on or about March 23, 2010, to each stockholder of record as of March 15, 2010, which is the record date for the determination of stockholders entitled to receive notice of, to attend, and to vote at the Annual Meeting. As of the record date, Occidental had outstanding and entitled to vote 812,155,102 shares of common stock. A majority of outstanding shares must be represented at the Annual Meeting, in person or by proxy, to constitute a quorum and to transact business. You will have one vote for each share of Occidental’s common stock you own. You may vote in person at the Annual Meeting or by proxy. Proxies may be submitted by completing and mailing the proxy card, by telephone or Internet as explained on the proxy card. You may not cumulate your votes.
 
voting of proxies
 
The Board of Directors has designated Dr. Ray R. Irani, Mr. Aziz D. Syriani and Miss Rosemary Tomich, and each of them, with the full power of substitution, to vote shares represented by all properly executed proxies. The shares will be voted in accordance with the instructions on the proxy card. If no instructions are specified on the proxy card, the shares will be voted:

FOR all nominees for directors (see page 2);
   
FOR ratification of the independent auditors (see page 38);
   
FOR re-approval of material terms of performance goals for Section 162(m) awards under the 2005 Long-Term Incentive Plan (see page 39);
   
FOR advisory vote approving executive compensation philosophy and practice  (see page  40 ); and
   
AGAINST Proposals 5, 6, 7, 8, 9, 10 and 11 (see page 41 ).
 
In the absence of instructions to the contrary, proxies will be voted in accordance with the judgment of the person exercising the proxy on any other matter presented at the Annual Meeting in accordance with Occidental's By-laws.
 
broker votes
 
If your shares are held in street name, under New York Stock Exchange Rules, your broker can vote your shares on Proposals 2, 3 and 4 but not with respect to the election of directors or the stockholder proposals (Proposals 1, 5, 6, 7, 8, 9, 10 and 11). If your broker does not have discretion and you do not give the broker instructions, the votes will be broker nonvotes, which will have the same effect as votes against the proposal.
 
vote required
 
The vote required to elect directors and to approve each proposal is described with each proposal.
 
voting results
 
The Report of Inspector of Elections will be included in a Current Report on Form 8-K and published on Occidental’s web site, www.oxy.com, within four business days following the Annual Meeting, both of which may be accessed through www.oxy.com or obtained by writing to the Communications and Public Affairs Department, Occidental Petroleum Corporation, 10889 Wilshire Boulevard, Los Angeles, California 90024.
 
confidential voting
 
All proxies, ballots and other voting materials are kept confidential, unless disclosure is required by applicable law or expressly requested by you, you write comments on your proxy or voting instruction card, or the proxy solicitation is contested. Occidental’s confidential voting policy is posted on www.oxy.com and may also be obtained by writing to Occidental’s Corporate Secretary, 10889 Wilshire Boulevard, Los Angeles, California 90024.
 
 
1
 
 
 
revoking a proxy or changing your vote
 
You may revoke your proxy or change your vote before the Annual Meeting by filing a revocation with the Corporate Secretary of Occidental, by delivering to Occidental a valid proxy bearing a later date or by attending the Annual Meeting and voting in person.
 
solicitation expenses
 
Expense of this solicitation will be paid by Occidental. Morrow & Co., Inc. has been retained to solicit proxies and to assist in the distribution and collection of proxy material for a fee estimated at $16,500 plus reimbursement of out-of-pocket expenses. Additionally, Laurel Hill Advisory Group has been retained to provide advice with respect to current developments in proxy issues. Occidental also will reimburse banks, brokers, nominees and related fiduciaries for the expense of forwarding soliciting material to beneficial owners of its common stock. In addition, Occidental's officers, directors and regular employees may solicit proxies but will receive no additional or special compensation for such work.

 

PROPOSAL 1: ELECTION OF DIRECTORS
 
Pursuant to Occidental’s By-laws, although directors, other than first-time nominees, are elected by a plurality of votes, an incumbent director who receives a greater number of votes “against” his or her election than votes “for” in an uncontested election (a “Majority Against Vote”) must tender his or her resignation. Directors who are first-time nominees are elected by a majority of votes. The Corporate Governance, Nominating and Social Responsibility Committee (“Nominating Committee”) will consider the resignation and possible responses to it based on the relevant facts and circumstances, and make a recommendation to the Board of Directors. The Board of Directors must act on the Nominating Committee’s recommendation within 90 days following certification of the stockholder vote by the Inspector of Elections. Any director who tenders his or her resignation pursuant to such By-law provision cannot participate in the Nominating Committee’s recommendation or Board of Directors’ action regarding whether to accept the resignation. The Board of Directors will disclose promptly its decision-making process and its decision as to whether to accept or reject the director’s resignation in a Form 8-K filed with the Securities and Exchange Commission.
 
Unless you specify differently on the proxy card, proxies received will be voted FOR Spencer Abraham, John S. Chalsty, Stephen I. Chazen, Edward P. Djerejian, John E. Feick, Carlos M. Gutierrez, Dr. Ray R. Irani, Irvin W. Maloney, Avedick B. Poladian, Rodolfo Segovia, Aziz D. Syriani, Rosemary Tomich and Walter L. Weisman to serve for a one-year term ending at the 2011 Annual Meeting, but in any event, until his or her successor is elected and qualified, unless ended earlier due to his or her death, resignation, disqualification or removal from office. The Nominating Committee and the Board of Directors have waived the retirement age requirement with respect to Messrs. Chalsty and Maloney and Dr. Irani, and have requested that Messrs. Chalsty and Maloney and Dr. Irani serve an additional term. In the event any nominee should be unavailable at the time of the meeting, the proxies may be voted for a substitute nominee selected by the Board of Directors.
 
Mr. Ronald W. Burkle, a member of the Dividend Committee, is not standing for re-election as a director.
 
The following biographical information is furnished with respect to each of the nominees for election at the 2010 Annual Meeting, together with a discussion of each nominee's experience, qualifications and attributes or skills that led to the conclusion that such person should serve as a director.
 
The Board of Directors recommends a vote FOR all of the nominees.

     
   
SPENCER ABRAHAM, 57
 
Director since 2005
 
Member of the Charitable Contributions Committee, Environmental, Health and Safety Committee, and Executive Compensation and Human Resources Committee (Chair)
 
Secretary Abraham is Chairman and Chief Executive Officer of The Abraham Group, an international strategic consulting firm based in Washington, D.C. Since 2005, he has been a distinguished visiting fellow at the Hoover Institution, a public policy research center headquartered at Stanford University devoted to the study of politics, economics and political economy as well as international affairs. He represented Michigan in the United States Senate prior to President Bush selecting him as the tenth Secretary of Energy in U.S. history. During his tenure at the Energy Department from 2001 through January 2005, he developed policies and regulations to ensure the nation's energy security, was responsible for the U.S. strategic petroleum reserves, oversaw domestic oil and gas development policy and developed relationships with international governments, including members of the Organization of the Petroleum Exporting Countries. Secretary Abraham's nearly two decades of service at the highest levels of domestic and international policy and politics shaped the insights he brings to Occidental's Board of Directors. Secretary Abraham holds a Juris Doctor degree from Harvard Law School. Secretary Abraham also is a director of ICx Technologies and serves as the non-executive chairman of AREVA, Inc., the U.S. subsidiary of the French-owned nuclear company. He also serves on the boards or advisory committees of several private companies: C3, Deepwater Wind, PetroTiger, Green Rock Energy, Duet India Infrastructure Ltd. and MPE. Secretary Abraham is a trustee of the Churchill Center.
 
Qualifications: As a former U.S. Senator and former U.S. Secretary of Energy who directed all aspects of the country’s energy strategy, Secretary Abraham provides the Board unique insight into public policy and energy-related issues. In addition, Secretary Abraham is a Harvard-trained attorney who, while directing the Energy Department, oversaw a budget of nearly $24 billion (FY 2005) and was responsible for the management of senior department personnel. Secretary Abraham’s legal training, and his government service managing complex policy, personnel and strategic issues provide Occidental with exceptional knowledge and perspective in areas including health, environment and safety, strategy and policy, personnel management and community relations.
     
 
 
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JOHN S. CHALSTY, 76
 
Director since 1996
 
Member of the Audit Committee, Corporate Governance, Nominating and Social Responsibility Committee, Dividend Committee, Executive Committee, Executive Compensation and Human Resources Committee, and Finance and Risk Management Committee (Chair)
 
Mr. Chalsty is a principal and Chairman of Muirfield Capital Management LLC, an asset management firm. Before joining Muirfield in 2002, he served as Senior Advisor to Credit Suisse First Boston during 2001; was Chairman of Donaldson, Lufkin & Jenrette, Inc. (DLJ), an investment banking firm, from 1996 through 2000; and served as its President and Chief Executive Officer from 1986 to 1996. After graduating from Harvard Business School, he went to work in 1957 for Standard Oil Company of New Jersey (now ExxonMobil) in the United States and Europe, before joining DLJ in 1969 as an oil analyst. In addition to leading investment firms, he was vice chairman of the New York Stock Exchange (NYSE), past president of the New York Society of Security Analysts and Director of the Financial Analysts Federation. Mr. Chalsty is a Trustee Emeritus of Columbia University and Director of Lincoln Center Theatre.
 
Qualifications: Mr. Chalsty has extensive experience and a distinguished career in the financial services and oil and gas industries. Mr. Chalsty has been a successful investment executive, having run one of America’s most highly regarded investment banking firms. As a Harvard Business School-trained executive, he is a recognized financial strategic counselor and investor, having served as Vice Chairman of the NYSE; and as a former oil company and independent financial analyst. This experience demonstrates his qualifications to be one of Occidental’s audit committee financial experts. Mr. Chalsty’s combination of oil and gas industry experience and management expertise, coupled with his financial market insight, bring exceptional acumen to the Board.
     
     
   
STEPHEN I. CHAZEN, 63
 
Nominee
 
Mr. Chazen has been the President and Chief Financial Officer of Occidental Petroleum Corporation since 2007. Prior to being named President and Chief Financial Officer, Mr. Chazen was CFO and Senior Executive Vice President from 2004 to 2007, CFO and Executive Vice President-Corporate Development from 1999 to 2004, and Executive Vice President-Corporate Development from 1994 to 1999. Prior to joining Occidental, Mr. Chazen was a Managing Director and Head of Corporate Finance at Merrill Lynch. Mr. Chazen has been a member of the boards of Lyondell Chemical Company, Premcor Inc. and Washington Mutual, Inc. Mr. Chazen holds a Ph.D. in Geology from Michigan State University, a master’s degree in Finance from the University of Houston and a bachelor’s degree in Geology from Rutgers College.
 
Qualifications: Mr. Chazen has implemented the company’s acquisition and divestiture strategy, which has been a key feature in Occidental’s transformation into a major oil and gas company. As CFO, he has been responsible for the overall financial management of the company and, as President, he has had significant operational management responsibilities. Additionally, Mr. Chazen has been a successful executive in the financial services industry. This financial and management expertise, coupled with his more than thirty years of experience in the oil and gas industry, demonstrate the valuable expertise and perspective that he brings to the Board.
     
     
   
EDWARD P. DJEREJIAN, 71
 
Director since 1996
 
Member of the Charitable Contributions Committee, Corporate Governance, Nominating and Social Responsibility Committee, and Environmental, Health and Safety Committee
 
Ambassador Djerejian is the founding Director of the James A. Baker III Institute for Public Policy at Rice University. His career in public service has spanned the administrations of U.S. Presidents Ronald Reagan, George H.W. Bush and William J. Clinton. During the Reagan Administration, he served as Deputy Assistant Secretary of Near Eastern and South Asian Affairs, as Deputy Chief of the U.S. mission to the Kingdom of Jordan and as Special Assistant to the President and Deputy Press Secretary for Foreign Affairs in the White House. He served as the U.S. Ambassador to the Syrian Arab Republic from 1988 to 1991 under Presidents Reagan and Bush, and then served Presidents Bush and Clinton as Assistant Secretary of State for Near Eastern affairs from 1991 to 1993. President Clinton named him U.S. Ambassador to Israel in 1993. Ambassador Djerejian was a Senior Advisor to the Iraq Study Group, a bipartisan panel mandated by the Congress to assess the current and prospective situation in Iraq in 2006. Ambassador Djerejian is a director of Baker Hughes, Inc., where he is a member of the governance and compensation committees, and Global Industries, Ltd, where he is Chairman of the Governance Committee.
 
Qualifications: Ambassador Djerejian is a leading expert on the complex political, security, economic, religious and ethnic issues of the Middle East. His experience brings valuable insight that enhances the Board's ability to assess operations and business opportunities in the company’s important Middle East/North Africa region. Throughout his career, he has developed an in-depth knowledge of the political and economic landscape in the United States and in the Middle East, and expertise in foreign policy, geopolitics of energy and corporate governance. He serves on several public and nonprofit boards.
     
 
 
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JOHN E. FEICK, 66
 
Director since 1998
 
Member of the Audit Committee, Dividend Committee, Environmental, Health and Safety Committee, Executive Committee, and Finance and Risk Management Committee
 
Mr. Feick is the Chairman and a major stockholder of Matrix Solutions Inc., a provider of environmental remediation and reclamation services. He also serves as Chairman and a partner in Kemex Engineering Services, Ltd., which offers engineering and design services to the petrochemical, refining and gas processing industries. From 1984 to 1994, Mr. Feick was President and Chief Operating Officer of Novacor Chemicals, a subsidiary of Nova Corporation. He serves on the Board of Directors of Fort Chicago Energy Partners LP, of which he is Chairman of the Compensation Committee and a member of the Governance Committee, as well as on the Board of Directors of Graham Construction.
 
Qualifications: Mr. Feick possesses a deep understanding of both the oil and gas and chemicals industries along with broad experience in environmental compliance and remediation. As President and Chief Operating Officer of NOVA Chemicals, he was responsible for the company's investments and operations and established the company as a leader in plant reliability, utilization rates, occupational health and safety, and environmental performance in North America. In addition, Mr. Feick has served as chairman of a company specializing in environmental services and led an oil and gas and petrochemicals specialty engineering firm. In addition to industry knowledge and expertise, Mr. Feick’s experience brings the Board exceptionally valuable insight into the environmental, health and safety area.
     
     
   
CARLOS M. GUTIERREZ, 56
 
Director since 2009
 
Member of the Environmental, Health and Safety Committee, and Finance and Risk Management Committee
 
Secretary Gutierrez is the Chairman of the Global Political Strategies division of APCO Worldwide Inc., a global communications and public affairs consulting firm based in Washington, D.C. From February 2005 to January 2009, Secretary Gutierrez served as head of the U.S. Department of Commerce under President George W. Bush. Prior to his government service, Secretary Gutierrez was with the Kellogg Company for 30 years. He became Kellogg's President in 1999 and was Chairman of the Board from 2000 to 2005. He is a member of the boards of United Technologies, Corning Incorporated and Lightning Science Group. In addition to serving on the Board of Trustees of the Woodrow Wilson International Center for Scholars and the University of Miami, Secretary Gutierrez is a visiting scholar at the Institute for Cuban and Cuban-American Studies at the University of Miami and a member of the board of ImmigrationWorks USA, an organization dedicated to achieving comprehensive immigration reform.
 
Qualifications: Secretary Gutierrez’s highly successful service as President and Chairman of Kellogg Company provides him deep insight into the complex challenges faced by a growing organization in a highly competitive business environment. Additionally, his experience as U.S. Secretary of Commerce provides the Board exceptional knowledge and insight into the complex environment of international commerce. Secretary Gutierrez brings valuable business management and operational experience, international commerce and experienced global economic perspective to the Board.
     
     
   
DR. RAY R. IRANI, 75
 
Director since 1984
 
Member of the Dividend Committee and Executive Committee (Chair)
 
Dr. Ray R. Irani has been Chairman and Chief Executive Officer of Occidental Petroleum Corporation since 1990 and held the additional title of President from 2005 to 2007. He has been a Director of the company since 1984, and served as President and Chief Operating Officer of Occidental from 1984 to 1990. Dr. Irani joined the company in 1983 as Chairman and Chief Executive Officer of Occidental Chemical Corporation. He served as Chairman of the Board of Canadian Occidental Petroleum Ltd. (now Nexen Inc.) from 1987 to 1999. Prior to working for Occidental, Dr. Irani was President, Chief Operating Officer and a Director of Olin Corporation. Dr. Irani is a director of the American Petroleum Institute and serves on the boards of directors of The TCW Group and Wynn Resorts. He is a Trustee of the University of Southern California and Chairman of USC’s Board Personnel Committee, and Vice Chairman of the Board of the American University of Beirut.
 
Qualifications: Since becoming Chairman and Chief Executive Officer of Occidental Petroleum Corporation in 1990, Dr. Irani has built Occidental into the fourth-largest oil and gas company in the United States, based on equity market capitalization. His distinguished professional, educational and career experience led him to transform Occidental from a conglomerate of unrelated business entities into a major oil and gas and chemical company and, as described below beginning on page 17, he continues to motivate superior performance. Dr. Irani has developed extensive personal relationships with government leaders throughout the Middle East/North Africa and across the world. Under his leadership, Occidental has earned respect for its integrity, acuity and capabilities, creating opportunities for growth in the company’s core regions.
     
 
 
4
 
 

     
   
IRVIN W. MALONEY, 79
 
Director since 1994
 
Member of the Audit Committee, Charitable Contributions Committee, and Executive Committee
 
From 1992 until 1998, Mr. Maloney was President and Chief Executive Officer of Dataproducts Corporation, which designs, manufactures and markets printers and supplies for computers. He joined Dataproducts in 1988 and was elected President and Chief Operating Officer in October 1991. Mr. Maloney previously served for three years as an Executive Vice President of Contel Corporation and President of Contel's information systems sector; was General Manager of Harris Corporation's customer support and national accounts divisions; and spent 27 years in various management positions with IBM, including Vice President of Western Field Operations. He was affiliated with the Center for Corporate Innovation.
 
Qualifications: Mr. Maloney’s extensive leadership and career with innovative companies in the technology sector provide the Board valuable expertise and perspective applicable to Occidental’s employment of complex technology applications in its worldwide operations. Mr. Maloney’s business management experience at large companies also provides valuable insight into fiscal management, personnel issues and effective community relations strategies. This experience provides him perspective that is valuable in helping to guide the development of forward-thinking policies that further Occidental’s strategic business goals, leading to outstanding performance.
     
     
   
AVEDICK B. POLADIAN, 58
 
Director since 2008
 
Member of the Audit Committee, Executive Compensation and Human Resources Committee, and Finance and Risk Management Committee
 
Mr. Poladian is Executive Vice President and Chief Operating Officer of Lowe Enterprises, Inc., a diversified national real estate company active in commercial, residential and hospitality property investment, management and development. In this role, Mr. Poladian oversees human resources, risk management, construction, finance and legal functions across the firm. Mr. Poladian previously served as Executive Vice President, Chief Financial Officer and Chief Administrative Officer for Lowe from 2003 to 2006. Mr. Poladian was with Arthur Andersen from 1974 to 2002 and is a certified public accountant (inactive). He is a past member of the Young Presidents Organization, the Chief Executive Organization, the California Society of CPAs and the American Institute of CPAs. Mr. Poladian is a director of the YMCA of Metropolitan Los Angeles and a former Trustee of Loyola Marymount University. He serves as a director of Western Asset Funds (Western Asset Income Fund, Western Asset Premier Bond Fund and Western Asset Funds, Inc.). He was a director of California Pizza Kitchen through May 2008.
 
Qualifications: As a certified public accountant with extensive business experience, Mr. Poladian qualifies as one of Occidental’s audit committee financial experts and provides the Board expert perspective in financial management and analysis. Having served in a senior management position at one of the world’s leading accounting firms, combined with his experience as Chief Operating Officer and Chief Financial Officer of a diversified real estate company, Mr. Poladian has deep knowledge of key business issues, including personnel and asset utilization, in addition to all aspects of fiscal management.
     
     
   
RODOLFO SEGOVIA, 73
 
Director since 1994
 
Member of the Charitable Contributions Committee, Corporate Governance, Nominating and Social Responsibility Committee, Environmental, Health and Safety Committee (Chair), Executive Committee, Executive Compensation and Human Resources Committee, and Finance and Risk Management Committee
 
Mr. Segovia is a Director and serves on the Executive Committee of Inversiones Sanford, a diversified investment group with emphasis in specialty chemicals and plastics, with which he has been affiliated since 1965. He is a former President of the Colombian national oil company (Ecopetrol) and President and Chief Executive Officer of Polipropileno del Caribe, S.A., a manufacturer of polypropylene. He was a Senator of the Republic of Colombia from 1990 to 1993 and the Minister of Public Works and Transportation from 1985 to 1986. He was President of Empresa Colombiana de Petroleos from 1982 to 1985 and prior to that spent 17 years with Petroquimica Colombiana, S.A. in a number of management positions, including President. Mr. Segovia is a Trustee of the University of Andes and serves on the Global Council of Lehigh University, where he was a visiting professor. While a scholar and resident at Lehigh, he presented a public address entitled “The Oxy Story: From the Brink to Excellence.” He is a member of the Colombian Academy of History. Mr. Segovia is a recipient of the Colombia Distinguished Engineers Award and the Order of Merit of the French Republic.
 
Qualifications: As former President of Colombia’s national oil company and with extensive expertise in the chemicals industry, Mr. Segovia provides the Board strategic insight into the management and acquisition strategies of both Occidental's oil and gas and chemicals businesses. His extensive experience as a former lawmaker and distinguished business leader in Colombia includes management leadership of large organizations specializing in petrochemicals. Mr. Segovia provides the Board valuable insight and counsel on issues and strategy in the Americas region, where Occidental has significant oil and gas operations, as well as significant insight gained from his financial management, policy, environmental and social issues management expertise in both the private and public sector.
 
     
 
 
5
 
 

     
   
AZIZ D. SYRIANI, 67
 
Director since 1983
 
Lead Independent Director since 1999
 
Member of the Audit Committee (Chair), Corporate Governance, Nominating and Social Responsibility Committee, Dividend Committee, and Executive Committee
 
Mr. Syriani is President and Chief Executive Officer of The Olayan Group, a global, diversified trading, services and investment organization that operates more than 40 businesses and financial enterprises. He has been with The Olayan Group since 1974 and helped it become one of the world's largest privately held companies, in terms of shareholder equity. Mr. Syriani was named President and Chief Operating Officer in 1978 and Chief Executive Officer in 2002. Born in Lebanon, Mr. Syriani received an accounting degree from the American University of Beirut, followed by French and Lebanese law degrees in 1965 from the University of St. Joseph, an affiliate of the University of Lyon. Following five years of legal practice in Beirut, he obtained his LL.M. degree from Harvard Law School in 1972. He practiced law in New York and Beruit before joining The Olayan Group. From 1974-1976 he served on the Board of American Express Middle East Development Company, the Lebanese subsidiary of American Express. Mr. Syriani is a director of The Credit Suisse Group, where he was Chairman of the Audit Committee from April 2002 until April 2004, and since April 2004 has been Chairman of its Compensation Committee.
 
Qualifications: Mr. Syriani's experience both leading and serving on the board of successful global organizations brings broad and extensive international business and corporate governance acumen to the Board and, in particular, to his role as Lead Independent Director. With extensive experience as President and CEO of one of the world’s leading trading, services and investment organizations, directing all aspects of its business, Mr. Syriani provides unique global market insight to the Board. Mr. Syriani’s educational and professional experience in the Middle East/North Africa, the Americas and Europe, his Harvard legal training, and his broad experience in business organization leadership provide the Board a knowledgeable, acculturated global perspective that helps to effectively shape Occidental’s worldwide growth and governance strategies.
     
     
   
ROSEMARY TOMICH, 72
 
Director since 1980
 
Member of the Audit Committee, Charitable Contributions Committee (Chair), Corporate Governance, Nominating and Social Responsibility Committee (Chair), Environmental, Health and Safety Committee, Executive Committee, and Executive Compensation and Human Resources Committee
 
Miss Tomich is owner of the Hope Cattle Company and the A. S. Tomich Construction Company. Additionally, she is Chairman of the Board of Directors and Chief Executive Officer of Livestock Clearing, Inc. and was a founding Director of the Palm Springs Savings Bank. Miss Tomich serves on the Advisory Board of the University of Southern California Marshall School of Business and the Board of Councillors for the College of Letters, Arts and Sciences at the University of Southern California and is a Trustee Emeritus of the Salk Institute.
 
Qualifications: Miss Tomich’s experience in the construction and commodity-based arenas, as well as in the social cause arena, give her insight into matters critical to asset development, corporate governance and human relations strategy, policy and practice. Miss Tomich's extensive experience as an ardent advocate for community, social, minority and women’s causes has contributed to the Board an important perspective and understanding that is highly valued in today’s business environment. Occidental also benefits from the keen insights gained from Miss Tomich’s service on the boards of social, cultural and educational institutions, which enables her to provide strategic counsel to the Board on governance and human relations policies.
     
     
   
WALTER L. WEISMAN, 74
 
Director since 2002
 
Member of the Audit Committee, Corporate Governance, Nominating and Social Responsibility Committee, Dividend Committee, Environmental, Health and Safety Committee, and Finance and Risk Management Committee
 
Mr. Weisman was Chairman and Chief Executive Officer of American Medical International, a multinational hospital firm, until his retirement in 1998. Since then, Mr. Weisman has used his expertise in leading a global company to guide his private investments, volunteer activities and service on numerous business and non-profit boards of directors. Mr. Weisman is a Board Director of Fresenius Medical Care AG, for which he chairs the Audit and Corporate Governance Committee. He also is Chairman of the Board of the Sundance Institute and a Senior Trustee of the Board of Trustees of the California Institute of Technology, where he serves on a number of committees, including the Institute's Oversight Committee for the Jet Propulsion Laboratory. He previously served as Chairman of Maguire Properties Inc., an owner, developer and manager of office properties in Southern California, and is a past Chairman of the Los Angeles County Museum of Art, on which he continues to serve as a Life Trustee.
 
Qualifications: As a former chairman and Chief Executive Officer, Mr. Weisman has expertise in corporate resource maximization and a depth of understanding in governance, financial management, risk management and health-related matters. In addition, the Board benefits from Mr. Weisman’s experience as a trustee of respected business, educational, intellectual and community service organizations. This provides added perspective into strategic business issues and maintaining entrepreneurial spirit, while focusing on people, profit and performance.
     
 
 
6
 
 

Information Regarding The Board Of Directors And Its Committees
 
board leadership structure – In 1999, in an effort to strengthen and improve corporate governance, the Board of Directors restructured Occidental’s Board leadership, which restructuring included implementation of a number of important new corporate governance policies, principles and guidelines. These changes were intended to improve the performance of Occidental by taking advantage of the collective skills and experience of Occidental’s directors and officers. A Lead Independent Director position was added alongside the existing position of Chairman/Chief Executive Officer. Among other things, the new corporate governance policies, principles and guidelines established a Corporate Governance, Nominating and Social Responsibility Committee, required that all members of the Corporate Governance, Nominating and Social Responsibility Committee, the Audit Committee and the Executive Compensation and Human Resources Committee be independent directors, and required that the Board meet in executive session with no management directors present at least once each year.
 
Over the ensuing eleven years, the Board has found that this structure and these policies functioned extremely well in strengthening Board leadership, fostering cohesive decision-making at the Board level, solidifying Director collegiality, improving problem solving and enhancing strategy formulation and implementation. All these factors facilitated the outstanding performance of the Company over this period. From 2000 through 2009, Occidental’s total cumulative stockholder return exceeded that of its peer group companies by more than 400%.
 
The Chairman/Chief Executive Officer position and Lead Independent Director position are carefully defined and well designed. The Board sets the company’s strategy and goals, so the Chairman of the Board must be an integral part of that process, and he can provide strategic guidance to the Board by virtue of his role as Chief Executive Officer. As Chief Executive Officer, he is able to, and does, provide comprehensive reports on current issues and operations to the Board at virtually every Board meeting, while helping the Board to set, adjust and align short and long term business strategies and goals. The Chief Executive Officer is responsible for implementing Occidental’s strategy and for achieving goals set by the Board. Since the Board frequently reviews, evaluates and discusses the company’s performance, efficiencies are gained by having a combined role. The combined role also alleviates internal inefficiencies that would be likely to occur if the roles were separated, and separation of the roles would divert management focus and harm performance.
 
The role of the Lead Independent Director is to evaluate, along with the members of the Executive Compensation and Human Resources Committee and the full Board, the performance of the Chief Executive Officer, and to funnel to the Chief Executive Officer the views of the independent directors and the Board committees. In doing so, the Lead Independent Director provides liaison between the Board and the Chairman/Chief Executive Officer, thereby giving guidance to the Chief Executive Officer in meeting the objectives set by the Board, and monitoring compliance with corporate governance policies. Additionally, the Lead Independent Director serves as a liaison between the Board and stockholders. The Lead Independent Director has participated in meetings with institutional stockholders to better understand their views on Occidental. He has the authority to call meetings of the independent directors and chairs executive sessions of the Board at which no members of management are present. These meetings are intended to provide the Lead Independent Director with information that he can use to help the Chairman/Chief Executive Officer function in the most effective manner.
 
The third key component of Board leadership is the role of the Board committees. The Board has divided oversight functions among eight committees, which have on average six Board members, and most of which meet at least five times each year and cover an extensive agenda. These committees regularly report back to the full Board with specific findings and recommendations in their areas of oversight and liaise regularly with the Lead Independent Director.
 
board role in risk oversight – The Board’s role in risk oversight recognizes the multifaceted nature of risk management. It is a control and compliance function, but it also involves strategic considerations in normal business decision making. It covers legal and regulatory matters, finance, security, safety and health and environmental concerns. The Board has created and empowered several Board committees which are involved in aspects of risk oversight.  These committees review and monitor risk management and greatly expand the Board’s oversight role in these areas. Four Board committees, the Audit Committee, the Corporate Governance, Nominating and Social Responsibility Committee, the Environmental Health and Safety Committee and the Finance and Risk Management Committee, all composed entirely of independent directors, are each integral to the control and compliance aspects of risk oversight by the Board. Each of these committees meets regularly with management to review, as appropriate, compliance with existing policies and procedures and to discuss changes or improvements that may be required or desirable. Each of the committees with risk oversight responsibilities meets at least as often as the full Board and always when the full Board meets. This ensures that each committee has adequate time for in-depth review and discussion of all matters associated with each committee’s area of responsibility. After the committee meetings, each committee reports to the Board, sometimes without the Chairman present, for discussion of issues and findings as well as the Board’s recommendations of appropriate changes or improvements.
 
corporate governance The Corporate Governance Policies, together with information about Occidental’s Code of Business Conduct and other governance measures adopted by the Board of Directors, are set forth in Exhibit A and are also available at www.oxy.com or by writing to Occidental’s Corporate Secretary, 10889 Wilshire Boulevard, Los Angeles, California 90024.
 
related party transactions  Pursuant to Occidental’s written Conflict of Interest Policy, each director and executive officer has an obligation to avoid any activity, agreement, business investment or interest, or other situation that could be construed either as divergent to or in competition with Occidental’s interest or as an interference with such person’s primary duty to serve Occidental, unless prior written approval has been granted by the Audit Committee of the Board of Directors. Each director and executive officer is required to complete an annual questionnaire that requires disclosure of any transaction between Occidental and the director or executive officer or any of his or her affiliates or immediate family members. A summary of the Conflict of Interest Policy is included in Occidental’s Code of Business Conduct. There were no transactions by any of the directors or executive officers in 2009 that were required to be reported pursuant to the Conflict of Interest Policy or otherwise.
 
director education For 2009, the Board received training on the fundamentals of oil and gas exploration and production, with an emphasis on enhanced oil recovery.
 
 
7
 
 
 
independence  Each of Miss Tomich and Messrs. Abraham, Burkle, Chalsty, Djerejian, Feick, Gutierrez, Maloney, Poladian, Segovia, Syriani and Weisman has been determined by the Board of Directors as meeting the independence standard set forth in Occidental’s Corporate Governance Policies (see Exhibit A) and the New York Stock Exchange Listed Company Manual. In making its determination of independence, the Board considered that, as disclosed under Compensation of Directors on page 10, Occidental matched the gifts made by certain of the directors to charitable organizations. Except for the Executive Committee and the Dividend Committee, all committees of the Board are composed entirely of independent directors.
 
meetings  The Board of Directors held six regular meetings during 2009, including one executive session at which no members of management were present. Mr. Syriani, the Lead Independent Director, presided over the executive session. Each director attended at least 75 percent of the meetings of the Board of Directors and the committees of which he or she was a member, and all of the directors attended the 2009 Annual Meeting. Attendance at the annual meeting of stockholders is expected of all directors as if it were a regular meeting.
 
succession planning  The Board of Directors annually reviews Occidental’s succession plan for senior management positions. For more information, see page 21.
 
communications with board members  Stockholders and other interested parties may communicate with any director by sending a letter or facsimile to such director’s attention in care of Occidental’s Corporate Secretary, 10889 Wilshire Boulevard, Los Angeles, California 90024; facsimile number 310-443-6977. The Corporate Secretary opens, logs and forwards all such correspondence (other than advertisements or other solicitations) to directors unless the director to whom the correspondence is addressed has requested the Corporate Secretary to forward correspondence unopened.
 
lead independent director and committees – The Board of Directors has a Lead Independent Director and eight standing committees: Executive; Audit; Corporate Governance, Nominating and Social Responsibility; Charitable Contributions; Dividend; Executive Compensation and Human Resources; Environmental, Health and Safety; and Finance and Risk Management. The charters of the Audit Committee, the Executive Compensation and Human Resources Committee, Finance and Risk Management Committee and the Corporate Governance, Nominating and Social Responsibility Committee and the enabling resolutions for each of the other committees are available at www.oxy.com or by writing to Occidental’s Corporate Secretary, 10889 Wilshire Boulevard, Los Angeles, California 90024. The general duties of the Lead Independent Director and the committees are described below. From time to time, the Board of Directors delegates additional duties to the standing committees.

Name and Members
 
Responsibilities
 
Meetings or Written
Actions in 2009
             
Lead Independent Director
Aziz D. Syriani
 
Ÿ
coordinates the activities of the independent directors
   
Not applicable
 
Ÿ
advises the Chairman on the schedule and agenda for Board meetings
   
 
Ÿ
assists in assuring compliance with Occidental’s Corporate Governance Policies
   
 
Ÿ
assists the Executive Compensation and Human Resources Committee in evaluating the Chief Executive Officer’s performance
   
 
Ÿ
recommends to the Chairman membership of the various Board committees
   
             
             
Audit Committee
John S. Chalsty
John E. Feick
Irvin W. Maloney
Avedick B. Poladian
Aziz D. Syriani (Chair)
Rosemary Tomich
Walter L. Weisman
 
All of the members of the Audit Committee are independent, as defined in the New York Stock Exchange Listed Company Manual. All of the members of the Audit Committee are financially literate and the Board has determined that Messrs. Chalsty and Poladian meet the Securities and Exchange Commission’s definition of “audit committee financial expert.” The Audit Committee Report with respect to Occidental's financial statements is on page 38.
 
The primary duties of the Audit Committee are as follows:
 
   
8 meetings
including 7 executive sessions with no members of management present
 
Ÿ
hires the independent auditors to audit the consolidated financial statements, books, records and accounts of Occidental and its subsidiaries
   
 
Ÿ
discusses the scope and results of the audit with the independent auditors
   
 
Ÿ
discusses Occidental's financial accounting and reporting principles and the adequacy of Occidental's internal accounting, financial and operating controls with the auditors and with management
   
 
Ÿ
reviews all reports of internal audits submitted to the Audit Committee and management's actions with respect thereto
   
 
Ÿ
reviews the appointment of the senior internal auditing executive
   
 
Ÿ
oversees all matters relating to Occidental’s Code of Business Conduct compliance program
   
             
             
Charitable Contributions Committee
Spencer Abraham
Edward P. Djerejian
Irvin W. Maloney
Rodolfo Segovia
Rosemary Tomich (Chair)
 
Ÿ
oversees charitable contributions made by Occidental and its subsidiaries
   
5 meetings
 
 
8
 
 


Name and Members
Responsibilities
 
Meetings or Written
Actions in 2009
Corporate Governance,
Nominating and Social
Responsibility Committee
John S. Chalsty
Edward P. Djerejian
Rodolfo Segovia
Aziz D. Syriani
Rosemary Tomich (Chair)
Walter L. Weisman
 
Ÿ
recommends candidates for election to the Board
   
6 meetings
 
Ÿ
is responsible for the periodic review and interpretation of Occidental's Corporate Governance Policies and consideration of other governance issues
   
 
Ÿ
oversees the evaluation of the Board and management
   
 
Ÿ
reviews Occidental’s policies, programs and practices on social responsibility, including the Corporate Matching Gift Program
   
 
Ÿ
oversees compliance with Occidental’s Human Rights Policy
   
         
 
See page 48 for information on how nominees are selected and instructions on how to recommend nominees for the Board.
   
             
             
Dividend Committee
Ronald W. Burkle (1)
John S. Chalsty
John E. Feick
Dr. Ray R. Irani
Aziz D. Syriani
Walter L. Weisman
 
Ÿ
has authority to declare the quarterly cash dividends on the common stock
   
1 meeting
(effective December 2009, duties assumed by Finance and Risk Management Committee)
             
             
Environmental, Health
and Safety Committee
Spencer Abraham
Edward P. Djerejian
John E. Feick
Carlos M. Gutierrez
Rodolfo Segovia (Chair)
Rosemary Tomich
Walter L. Weisman
 
Ÿ
reviews and discusses with management the status of environmental, health and safety issues, including compliance with applicable laws and regulations
   
5 meetings
 
Ÿ
reviews the results of internal compliance reviews and remediation projects
   
 
Ÿ
reports periodically to the Board on environmental, health and safety matters affecting Occidental and its subsidiaries
 
 
 
   
             
             
Executive Committee
John S. Chalsty
John E. Feick
Dr. Ray R. Irani (Chair)
Irvin W. Maloney
Rodolfo Segovia
Aziz D. Syriani
Rosemary Tomich
 
Ÿ
exercises the powers of the Board with respect to the management of the business and affairs of Occidental between meetings of the Board
   
None
             
             
Executive Compensation and Human Resources Committee
Spencer Abraham (Chair)
John S. Chalsty
Avedick B. Poladian
Rodolfo Segovia
Rosemary Tomich
 
Ÿ
reviews and approves the corporate goals and objectives relevant to the compensation of the Chief Executive Officer (CEO), evaluates the CEO’s performance and determines and approves the CEO’s compensation
   
5 meetings
including 3 executive sessions with no members of management present
 
Ÿ
reviews and approves the annual salaries, bonuses and other executive benefits of all other executive officers
   
 
Ÿ
administers Occidental's stock-based incentive compensation plans and periodically reviews the performance of the plans and their rules
   
 
Ÿ
reviews new executive compensation programs
   
 
Ÿ
periodically reviews the operation of existing executive compensation programs as well as policies for the administration of executive compensation
   
 
Ÿ
reviews director compensation annually
   
         
 
The Executive Compensation and Human Resources Committee's report on executive compensation is on page 24.
   
             
             
Finance and Risk Management Committee
John S. Chalsty (Chair)
John E. Feick
Carlos M. Gutierrez
Avedick B. Poladian
Rodolfo Segovia
Walter L. Weisman
 
Ÿ
recommends to the Board the annual capital plan, and any changes thereto, and significant joint ventures, long-term financial commitments and acquisitions
   
1 meeting
(Committee established December 2009)
 
Ÿ
approves policies for authorization of expenditures, cash management and investment and for hedging of commodities and interest rates
   
 
Ÿ
reviews Occidental’s financial strategies, risk management policies (including insurance coverage levels) and financial plans (including planned issuances of debt and equity)
   
 
   
 
(1)
Not standing for re-election to the Board of Directors.
 
 
9
 
 

Compensation of Directors
 
For 2009, each non-employee director:
 
was paid a retainer of $60,000 per year, plus $2,000 for each meeting of the Board of Directors or of its committees he or she attended in person or telephonically; and
 
received an annual grant of 5,000 restricted shares of common stock, plus an additional 800 restricted shares of common stock for each committee he or she chaired, or for serving as lead independent director.
 
Directors are eligible to participate on the same terms as Occidental employees in the Occidental Petroleum Corporation Matching Gift Program, which matches contributions made by employees and directors up to an aggregate of $50,000 per year to educational institutions and organizations, as well as arts and cultural organizations. In addition, Occidental reimburses non-employee directors for expenses related to service on the Board, including hotel, airfare, ground transportation and meals for themselves and their significant others, and permits, subject to availability, non-employee directors to make use of company aircraft on the same reimbursement terms applicable to executive officers of Occidental. Occidental does not provide option awards, non-equity incentive awards, deferred compensation or retirement plans for non-employee directors. A table summarizing the total compensation for 2009 for each of the non-employee directors who served in 2009 is set forth below.
 
Compensation of Directors
Name
 
Fees Earned
or Paid in Cash
($)
 
Stock Awards
($) (1)
 
All Other Compensation
($) (2)
 
Total
($)
Spencer Abraham
 
$
102,000
   
$
304,500
   
$
1,224
   
$
407,724
 
Ronald W. Burkle
 
$
74,000
   
$
304,500
   
$
50,000
   
$
428,500
 
John S. Chalsty
 
$
114,000
   
$
353,220
   
$
31,429
   
$
498,649
 
Edward P. Djerejian
 
$
104,000
   
$
304,500
   
$
5,861
   
$
414,361
 
John E. Feick
 
$
102,000
   
$
304,500
   
$
5,449
   
$
411,949
 
Carlos M. Gutierrez (3)
 
$
33,581
   
$
225,879
   
$
0
   
$
259,460
 
Irvin W. Maloney
 
$
102,000
   
$
304,500
   
$
1,310
   
$
407,810
 
Avedick B. Poladian
 
$
96,000
   
$
304,500
   
$
0
   
$
400,500
 
Rodolfo Segovia
 
$
116,000
   
$
353,220
   
$
40,405
   
$
509,625
 
Aziz D. Syriani
 
$
102,000
   
$
401,940
   
$
9,370
   
$
513,310
 
Rosemary Tomich
 
$
130,000
   
$
401,940
   
$
0
   
$
531,940
 
Walter L. Weisman
 
$
114,000
   
$
304,500
   
$
25,000
   
$
443,500
 

(1)
Restricted Stock Awards are granted to each non-employee director on the first business day following the Annual Meeting or, in the case of a new non-employee director, the first business day following the election of the director. The shares subject to these awards are fully vested on the date of grant, but may not be sold or transferred for three years except in the case of death or disability. The dollar amounts shown reflect $60.90 per share for all directors except Mr. Gutierrez, which reflects $67.75 per share, which in each case, is the respective grant date fair value.
   
(2)
None of the non-employee directors received any fees or payment for services other than as a director. Amounts shown include personal benefits in excess of $10,000, all tax gross-ups regardless of amount and matching charitable contributions. For Messrs. Abraham, Feick, Maloney and Syriani, the amount shown is the tax gross-up related to reimbursement of spousal travel cost. For Messrs. Burkle and Weisman, the amount shown is the charitable contribution pursuant to Occidental’s Matching Gift Program. For Messrs. Chalsty, Djerejian and Segovia, $6,429, $3,861 and $5,405, respectively, of the amount shown is for the tax gross-up related to reimbursement for spousal travel and $25,000, $2,000 and $35,000, respectively, of the amount shown is the charitable contribution pursuant to Occidental’s Matching Gift Program.
   
(3)
Mr. Gutierrez commenced service as a director in July 2009.

 
Section 16(a) Beneficial Ownership Reporting Compliance
 
Pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the rules issued thereunder, Occidental's executive officers, directors and any beneficial owner of more than 10 percent of any class of Occidental's equity securities are required to file, with the Securities and Exchange Commission and the New York Stock Exchange, reports of ownership and changes in ownership of Occidental common stock. Copies of such reports are required to be furnished to Occidental. Based solely on its review of the copies of the reports furnished to Occidental or written representations that no reports were required, Occidental believes that, during 2009, all persons required to report complied with the Section 16(a) requirements.
 
 
10
 
 
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
At the close of business on February 28, 2010, the beneficial owner of common stock shown below was the only person known to Occidental to be the beneficial owner of five percent or more of the outstanding voting securities of Occidental.
 
Name and Address
 
Number of Shares Owned
 
Percent of Outstanding Common Stock
 
Sole Voting Shares
 
Shared Voting Shares
 
Sole Investment Shares
 
Shared Investment Shares
BlackRock, Inc.
40 East 52nd Street
New York, NY 10022
 
45,651,339(1)
 
5.62(1)
 
45,651,339(1)
 
__(1)
 
45,651,339(1)
 
__(1)

(1)
Pursuant to Schedule 13G, filed as of January 29, 2010 with the Securities and Exchange Commission.
 
The following table sets forth certain information regarding the beneficial ownership of Occidental common stock as of February 28, 2010, by each of the named executive officers, the directors of Occidental, and all executive officers and directors as a group. The directors are subject to stock ownership guidelines as described in Occidental’s Corporate Governance Policies (see Exhibit A). The executive officers are subject to stock ownership guidelines, which range from two to ten times base salary (see Executive Stock Ownership at www.oxy.com). All of the directors and current executive officers were in compliance with the guidelines as of February 28, 2010.
 
Beneficial Ownership of Directors and Executive Officers
Name
 
Sole Voting and
Investment
Shares (1)
 
Restricted
Shares (2)
 
Exercisable
Options (3)
 
Total Shares
Beneficially Owned (4)
 
Percent of
Outstanding
Common Stock (5)
 
Restricted/
Performance
Stock Units (6)
Spencer Abraham
 
3,462
   
13,848
   
0
   
17,310
         
0
 
William E. Albrecht
 
4,498
   
0
   
0
   
4,498
         
34,567
 
Ronald W. Burkle
 
29,000
   
25,000
   
0
   
54,000
         
0
 
John S. Chalsty
 
30,590
   
25,016
   
0
   
55,606
         
0
 
Stephen I. Chazen
 
1,987,139
   
0
   
0
   
1,987,139
         
379,723
 
Donald P. de Brier
 
681,528
   
0
   
565,946
   
1,247,474
         
79,925
 
Edward P. Djerejian
 
20,674
   
23,750
   
0
   
44,424
         
0
 
John E. Feick
 
10,000
   
25,000
   
0
   
35,000
         
0
 
Carlos M. Gutierrez
 
0
   
3,334
   
0
   
3,334
         
0
 
Ray R. Irani
 
7,458,741
(7)
 
0
   
0
   
7,458,741
(7)
       
870,724
 
Irvin W. Maloney
 
25,520
   
25,000
   
0
   
50,520
         
0
 
R. Casey Olson
 
122,478
   
0
   
0
   
122,478
         
28,321
 
Avedick B. Poladian
 
0
   
10,000
   
0
   
10,000
         
0
 
Rodolfo Segovia
 
57,351
(8)
 
27,442
   
0
   
84,793
(8)
       
0
 
Aziz D. Syriani
 
35,860
   
22,820
   
0
   
58,680
         
0
 
Rosemary Tomich
 
34,900
   
25,208
   
0
   
60,108
         
0
 
Walter L. Weisman
 
12,154
   
25,000
   
0
   
37,154
         
0
 
                                     
                                     
All executive officers and directors as a group
(21 persons)
 
10,695,522
   
251,418
   
741,446
   
11,688,386
     1.4 %  
1,490,470
 
                                   

(1)
Includes shares held through the Occidental Petroleum Corporation Savings Plan as of February 28, 2010.
   
(2)
For non-employee directors, includes shares for which investment authority has not vested under the 1996 Restricted Stock Plan for Non-Employee Directors and the 2005 Long-Term Incentive Plan.
   
(3)
Includes options and stock appreciation rights which will be exercisable within 60 days.
   
(4)
Represents the sum of the first three columns.
   
(5)
Unless otherwise indicated, less than 1 percent.
   
(6)
Includes the restricted stock unit awards and awards at target level under performance stock awards. Until the restricted or performance period ends, as applicable, and, in the case of performance stock awards, until the awards are certified, no shares of common stock are issued. However, grant recipients receive dividend equivalents on the restricted stock units during the restricted period and on the target share amount of performance stock awards during the performance period.
   
(7)
Includes 272,000 shares beneficially owned by Dr. Irani through a limited partnership and the Irani Family Foundation.
   
(8)
Includes 15,121 shares held by Mr. Segovia as trustee for the benefit of his children.
 
 
11
 
 

EXECUTIVE COMPENSATION

 

COMPENSATION DISCUSSION AND ANALYSIS
 

Executive Summary of Occidental’s Executive Compensation
 
As its business model and the broader corporate governance environment have evolved, Occidental has maintained an ongoing, constructive dialogue with stockholders and certain stockholder advisory groups, with the goal of achieving continuous improvement in all aspects of its corporate governance practices, including executive compensation. Following are highlights of recent actions:
 
2009

 
The Board voluntarily adopted a policy under which stockholders have an advisory vote on executive compensation philosophy and practice .
     
 
The Lead Independent Director and the Chairman of the Executive Compensation and Human Resources Committee (Compensation Committee) met with stockholders to obtain feedback on Occidental’s compensation policies and practices.
     
 
The Compensation Committee adopted an additional performance target hurdle for equity incentive awards, so that payout over target is made only if Occidental outperforms both its peers and the S&P 500 Index. See page 14.
     
 
The Compensation Committee re-aligned incentive awards to place more emphasis on equity awards that vest upon attainment of pre-established performance goals, and away from equity awards that vest based solely upon the passage of time, such as stock options, stock appreciation rights and restricted stock awards. Occidental has not granted options or stock appreciation rights since 2006 and has not granted restricted stock since 2005 as part of the executive compensation program.
     
 
The Compensation Committee developed a compensation program weighted towards equity awards, which rely on a peer comparison, to incentivize superior performance and growth in stockholder value. While doing so, the executive compensation program maintains more than 90% of compensation value at-risk, including the possibility of no payouts of incentive compensation. See page 14.
     
 
The company adopted pro rata vesting of any future awards of stock options, stock appreciation rights or restricted stock units in the event of the death of the grantee. See page 23.
     
 
The company expanded its stock ownership guidelines to specify that senior management is expected to retain 50% of net after-tax shares acquired after 2008 through equity awards for three years following vesting and revised award agreements to make this guideline mandatory for named executive officers. See page 23.
     
 
The company adopted potential forfeiture of unvested awards in the event the grantee violates Occidental’s Code of Business Conduct. See page 23.
 
2008

 
The company adopted a policy that compensation consultants be independent. See page A-3.
 
Compensation Objectives And Process
 
The Compensation Committee’s executive compensation philosophy is centered on the fundamental belief that long-term growth of the company, which maximizes value creation for stockholders, is the key measure of executive performance. In reviewing Occidental’s growth and performance, the Compensation Committee is convinced that the current executive officer management team has performed at exceptional levels and that it is in the best interests of the stockholders to retain the current team and reward it for continued long-term success.
 
Specific performance highlights of the executive management team’s accomplishments include:

 
Growth in Occidental’s market capitalization from $8 billion at year end 1999 to $66 billion at year end 2009;
     
 
Balance sheet management and improvements, particularly reduced debt levels from $4.4 billion to $2.8 billion over the 10-year period from December 31, 1999 to December 31, 2009;
     
 
Oil and gas production growth and consistent replacement of more than 100% of production reserves each year over the past 10 years;
     
 
Increasing pipeline of production projects and acquisitions that propel the company’s growth;
     
 
Continued increases in total cumulative stockholder returns, including 76% over the past 3 years, 204% over the past 5 years, and 870% over the past 10 years; and
     
 
Maintaining its reputation as a quality oil and gas industry investment during the economic volatility of 2008 and 2009 by delivering total stockholder return over this period of 9.7%, outperforming all of the companies in its peer group as well as major stock market indices. This accomplishment is a result of Occidental’s strong balance sheet, credit ratings, and the company’s operational excellence during this difficult period.
 
In order to ensure continuity of senior management, the Compensation Committee developed a compensation program designed not only to retain outstanding executives, but also to incentivize and reward them for achieving superior performance in the pursuit of Occidental’s long-term strategic objectives. The program rewards exceptional contributions to overall sustainable value creation for stockholders and the attainment of short- and long-term performance targets.
 
 
12
 
 
 
Compensation Program Elements
 
The current compensation program for named executive officers is primarily based on an at-risk, long-term approach that uses a combination of short- and long-term performance incentives. The following charts show the percentages of the total target 2009 compensation value established by the Compensation Committee for the Chief Executive Officer, as split between short-term and long-term compensation and between at-risk and non-performance-based compensation. A similar profile exists for the remaining named executive officers. See pages 18 through 20 for the total compensation values established for each of the named executive officers.
 

Chief Executive Officer
 
 
Long-Term Compensation as percent of Total Compensation Value at target
 
At-Risk Compensation as percent of Total Compensation Value at target
       
 
Short-Term Compensation as percent of Total Compensation Value at target
 
Non-Performance-Based Compensation as percent of Total Compensation Value at target
 
At-risk, long-term compensation. This portion of compensation consists of performance based awards that provide incentives for future outcomes consistent with the ultimate objective of sustained growth in stockholder value. The Compensation Committee believes that at-risk, long-term compensation should represent a high percentage of an executive’s total compensation package and that exceptional performance should result in correspondingly higher levels of compensation. During the process of determining the composition of each named executive officer’s compensation package, the Compensation Committee evaluated many factors, including the following:

 
Alignment of executive and stockholder interests in achieving long-term growth in stockholder value;
     
 
Ensuring that exceptional rewards are attained only for exceptional performance;
     
 
The value of compensation packages being significant enough to encourage a high-performing executive’s continued full-time commitment to the company; and
     
 
The total cost of compensation, including estimated future payouts for performance-based awards, and affordability of that cost to the company.
 
This portion of the executive compensation program includes two types of awards, Return on Equity Incentive Awards and Total Stockholder Return Incentives, based on two respective performance measures: cumulative return on equity over a three-year term and total stockholder return compared to a peer group and the S&P 500 Index over a four-year term.
 
Return on Equity Incentive Award (ROEI) Return on equity (ROE) is an internal measure used in the highly capital-intensive oil and gas industry to evaluate a company's use of capital given its existing financial structure.  The profitable use of capital is a primary determinant of long-term sustainable growth in stockholder value. ROE, which is obtained by dividing net income by stockholder equity and is objectively determinable from Occidental’s published financial statements, is an indicator not only of the effectiveness of capital allocation, but also of the successful execution of the capital program. The use of the ROE performance metric results in management’s focus on the effective use of capital, which is designed to:

 
Encourage profitable long-term investment and growth in the business;
     
 
Ensure that management does not take excessive risk, including excessive debt;
     
 
Balance focus on short-term results while encouraging appropriate long-term risk-taking; and
     
 
Encourage participation in opportunities with returns well above the company’s cost of capital.
 
ROEIs are performance-based awards that pay from 0 to 200 percent of the target incentive amount in cash upon achievement of specific levels of three-year cumulative ROE. Due to the long-term nature of oil and gas business strategies, the economic success of these investment decisions must be measured over a multi-year period. The three-year measurement period for ROE mitigates the impact of short-term oil and gas price fluctuations that could distort results.
 
The Compensation Committee sets the ROE targets to be challenging, but achievable. In selecting them, the Compensation Committee noted that Occidental is operating in a highly competitive environment with rapidly escalating costs and that Occidental’s equity base was expected to continue increasing, factors that will make future performance targets more difficult to reach. Despite the
 
 
13
 
 
 
declining economy and particularly volatile commodity prices of the last two years, the Compensation Committee required the same ROE performance to achieve threshold, target and maximum payouts for awards granted in 2007, 2008 and 2009. The range of ROE performance and corresponding approximate payouts are described below in relation to corresponding approximate earnings achieved:

 
The maximum payout is achieved by a 54% cumulative annual ROE over a three-year period (annualized at approximately 18%), representing approximately $19 billion1 in net income attributable to common stock over the period. If achieved, the total payout for all named executive officers would be $75 million, representing less than 0.4% of such net income over the three-year period.
     
 
The target payout is achieved by a 43.5% cumulative annual ROE over a three-year period (annualized at approximately 14.5%), representing approximately $15 billion1 in net income attributable to common stock over the period. If achieved, the total payout for all named executive officers would be $37.5 million, representing approximately 0.3% of such net income over the three-year period.
     
 
No payout is made with a cumulative annual ROE over a three-year period of 33% or less (annualized at approximately 11%), representing approximately $10 billion1 or less in net income attributable to common stock over the period.
 
The Compensation Committee believes that the ROE measure is both a reasonable and cost-effective means for the company to encourage consistent success in achieving superior returns on equity. These returns contribute to long-term sustainable growth in stockholder value. Fifty percent of the long-term, at-risk target incentive value approved for the named executive officers in July 2009 (see pages 18 through 20) was in the form of ROEIs.
 
Total Stockholder Return Incentives (TSRIs)The Compensation Committee believes that the comparison of Occidental’s total stockholder return over a specified period of time to peer companies' returns over the same period of time is an external measure of the company's effectiveness in translating its results into stockholder returns.  Total stockholder return is the change in price of a share of common stock plus reinvested dividends over a specified period of time (TSR) and is an indicator of management’s achievement of long-term sustainable increases in stockholder value. TSRI awards use both comparative peer company and S&P 500 Index TSRs to determine payout amounts. The TSRIs are designed to:

 
Align executive rewards with stockholder returns over a longer-term horizon of four years;
     
 
Reward growth in Occidental’s total stockholder value compared to total stockholder value of a peer group2, neutralizing major market variables that impact the entire oil and gas industry, thereby rewarding the executives for superior performance relative to the peer group companies; and
     
 
Prevent overpayment for less than superior performance relative to overall market performance by including the S&P 500 Index TSR as a threshold for payouts above target.
 
Payouts are split sixty percent in stock and forty percent in cash regardless of the payout percentage. Dividend equivalents are paid at target during the performance period. Fifty percent of the shares paid out pursuant to the TSRIs to individuals who were named executive officers as of the end of the preceding year are subject to a three-year restriction period.
 
The Compensation Committee’s primary considerations in determining the peer group companies were:

 
Investors’ alternatives for energy sector investment choices;
     
 
Occidental’s global competitors for projects and acquisitions; and
     
 
Occidental’s global competitors for employees.
 
Occidental can be characterized primarily as a global oil and gas production company with no refining and marketing operations, with low debt levels, and with a history of continuing production growth and increasing dividend payouts. Therefore, companies with narrow asset bases, no significant non-U.S. business, that have different debt structures, or are heavily weighted toward refining and marketing were eliminated from consideration in determining the peer group. The peer comparison companies are all significant enterprises within the oil and gas industry. The Compensation Committee regularly reviews the peer group companies and modifies the group to take into account mergers and other developments in such companies.
 
The table below illustrates the respective TSRs for Occidental, the peer comparison companies and the S&P 500 Index over 3, 5 and 10 years.
 

Total Cumulative Stockholder Return
Over 3, 5 and 10 Years
 
     
2007-2009
 
2005-2009
 
2000-2009
 
 
Occidental
 
76 %
   
204 %
   
870 %
   
 
Peer Group Companies
 
2 %
   
48 %
   
169 %
   
 
S&P 500 Index
 
(16)%
   
2 %
   
(9)%
   
 
The TSRI permits maximum award payouts only for performance in the top third of the peer companies and provides no payout for performance in the bottom third of the peer companies. Fifty percent of the long-term, at-risk target incentive value approved for the named executive officers in July 2009 (see pages 18 through 20) was in the form of TSRIs.
 
   
 
1
Assumes no change to stockholders equity other than dividends at the current payout levels and income.
2
 In addition to Occidental, the peer companies are Anadarko Petroleum Corporation, Apache Corporation, BP p.l.c., Chevron Corporation, Conoco Philips, Devon Energy Corporation, ExxonMobil Corporation and Royal Dutch Shell plc.
 
 
14
 
 
 
The following chart shows the target and maximum payouts of 2009 TSRI awards as a percentage of the company’s outstanding shares.
 
 
 
Shares Payable to Named Executive Officers at Target
 
Target Payout as Percentage of Shares Outstanding as of
June 30, 2009
 
Maximum Shares Payable to Named Executive Officers
 
Maximum Payout as Percentage of Shares Outstanding as of
June 30, 2009
 
                 
 
561,886
 
0.07%
 
1,123,772
 
0.14%
 
 
 
Summary of At-Risk Compensation. The following table summarizes key features of the long-term and short-term incentive components of the at-risk portion of the 2009 executive compensation program.
 
Summary of At-Risk Compensation
               
Payout Range
Compensation Component
 
Performance Period
 
Form of Payout
 
Payout Basis
 
 
Minimum Payout (1)
 
 
Performance Resulting in Minimum Payout
 
 
Maximum Payout (1)
 
 
Performance Required for Maximum Payout
                               
Return on Equity Incentive
Award (ROEI)
 
 
3 Years
 
 
Cash
 
 
Cumulative annual ROE
 
 
0%
 
 
ROE ≤ 33% (2)
 
 
200%
 
 
ROE ≥ 54% (2)
                               
Total Stockholder Return
Incentive (TSRI) (3)
 
 
4 Years
 
 
60% Stock
40% Cash
 
 
TSR relative to peer group and, for above target payout, to S&P 500 Index
 
 
0%
 
 
Bottom Third
TSR
 
 
200%
 
 
Top Third TSR and out-perform S&P 500 Index
                               
Executive Incentive
Compensation Plan
(EICP)
                           
                               
 
Non-Equity Incentive
Portion – 60% of target
 
 
1 Year
 
 
Cash
 
 
EPS
 
 
0%(4)
 
 
EPS ≤ $2.00
 
 
200%(4)
 
 
EPS ≥ $4.00
                               
 
Bonus Portion –
40% of target(5)
 
 
1 Year
 
 
Cash
 
 
Key performance areas:
 
Governance and ethical conduct
 
Functional and operating accomplishments
 
Health, environment and safety
 
Diversity
 
Organizational development
 
 
0%
 
 
Subjective Performance Assessment
 
 
200%
 
 
Subjective Performance Assessment

(1)
Percent of target payout.
   
(2)
Returns are compounded on a quarterly basis.
   
(3)
Payout percent for total stockholder return in the middle third of the peer group is based on a linear interpolation of values between the minimum and maximum payout percentages.
   
(4)
Target payout is achieved at $2.50 per share. Payout percent for EPS of $2.00-$2.50 is based on a linear interpolation of values between 0 percent and 100 percent and for EPS of $2.50-$4.00 is based on a linear interpolation of values between 100 percent and 200 percent.
   
(5)
Because of the subjective assessment of performance, bonus targets are shown under “Non-Performance-Based Compensation” in the Total Compensation Value tables beginning on page 18.
 
 
15
 
 

Salary and other short-term compensation. The Compensation Committee believes that meaningful, short-term achievements alone may not translate to sustainable long-term stockholder value creation. Accordingly, the most significant portion of compensation program value should come from awards with performance periods longer than one year and short-term compensation value should be limited. Salary and other short-term compensation represents 11.9% of the 2009 compensation package of the named executive officers. Short-term compensation is comprised of base salary and other compensation, plus an Executive Incentive Compensation Plan (EICP) award. The Compensation Committee reviews publicly available base salary and short-term bonus information for the oil and gas industry and sets executive officer base salary and EICP targets.
 
Salary and other compensation - As part of a corporate-wide initiative to reduce costs, each of Dr. Irani and Messrs. Chazen, de Brier and Olson agreed to a ten percent salary reduction effective January 1, 2009. Certain other compensation and benefits that apply to senior executives are described under “Other Compensation and Benefits” beginning on page 22.
 
Executive Incentive Compensation Plan Award (EICP) - The EICP Award is comprised of a Non-Equity Incentive portion (60% of target value) and a Bonus portion (40% of target value). The Compensation Committee sets target amounts consistent with industry practices for each executive officer based on a review of commercially available compensation surveys and other publicly available information. In setting targets for each executive the Compensation Committee considers each executive’s ability to influence Occidental’s performance during the one-year performance period.
 
Non-Equity Incentive Award - The Non-Equity Incentive portion (60% of target value) is a cash award that is at-risk and based on Occidental’s performance during the year as measured against Core, Basic Earnings Per Share3 (EPS) targets established in the first quarter of the year.   EPS was chosen as the financial target for all corporate executives because it directly impacts stockholder value, is a readily determinable measure of annual performance and rewards the executives for current operating performance.  The Compensation Committee set the 2009 EPS targets (see table above) based on consideration of management’s financial-results scenarios, as well as a review of analysts’ estimates of Occidental’s earnings per share for 2009 and West Texas Intermediate (“WTI”) oil prices for 2009.  In February 2009, when the Compensation Committee made this determination, WTI prices averaged around $40.00 per barrel, which was significantly lower than the 2008 average WTI price of approximately $100 per barrel.  The EPS for 2009 as certified by the Compensation Committee was $3.80, which resulted in a payout percentage of 187%.
 
Bonus Award - The Bonus portion (40% of target value) is based on the Compensation Committee’s subjective assessment of an executive’s handling of certain key performance areas, as well as the executive’s response to unanticipated challenges during the year. Key performance areas include organizational development; succession planning; governance and ethical conduct; functional and operating accomplishments; health, environment and safety responsibilities; and encouraging diversity.
 
Risk Management of Compensation Policies and Practices. While the executive compensation program has a high pay-at-risk profile, the Compensation Committee believes that the program does not encourage excessive risk or unnecessary risk-taking. The Compensation Committee believes that the program, through a balanced set of performance metrics, enhances Occidental’s business interests by encouraging appropriate levels of risk-taking by executives. The Compensation Committee believes that any potential risk that the executive compensation program, or any of its elements, could influence behavior that may be inconsistent with the overall interests of Occidental and its stockholders is mitigated by several factors:

 
Program elements that utilize both annual and longer-term performance periods, with the most substantial portion having terms of three or four years.
     
 
Transparent performance metrics that utilize absolute and relative measures which are readily ascertainable from public information.
     
 
Payouts of all performance-based awards are capped at 200% of the target award amount.
     
 
Stringent share ownership guidelines for executives and the additional requirement that named executive officers retain at least 50% of net after-tax shares acquired through equity awards granted after 2008 for at least three years following vesting of such awards. Dr. Irani is Occidental’s largest individual shareholder and Occidental holdings represent sizable portions of the personal net worth of Messrs. Chazen, de Brier and Olson.
     
 
Forfeiture provisions for unvested awards in the event of violations of Occidental’s Code of Business Conduct.
     
 
Attainment of performance measures that must be certified by the Compensation Committee.
 
Summary of Executive Compensation Program Considerations. In devising and reviewing the compensation packages of the executive officers, the Compensation Committee determined that the awards are both aligned with the goal of achieving increased stockholder value and are reasonable and affordable to the company. The awards allow for the retention of management and result in the maximum payouts only upon the achievement of exceptional long-term results. In balancing desired management focus on both long-term and short-term results, the Compensation Committee noted that compensation levels will be significantly depressed if threshold ROE or relative TSR performance levels are not achieved. Executives can derive meaningful value from the ROE component and continue to be motivated by TSRIs which, as discussed above, require superior performance for payout.
 
   
 
3 For the purposes of the EICP Award, Core, Basic Earnings Per Share (EPS) is computed by excluding the “Significant Items Affecting Earnings” from Occidental’s Net Income Attributable to Common Stock and dividing this amount by the weighted-average basic shares outstanding. For a discussion of “Significant Items Affecting Earnings,” see “Management Discussion and Analysis of Financial Condition and Results of Operations” in Occidental’s Annual Report on Form 10-K for the year ended December 31, 2009.
 
 
16
 
 

Individual Compensation Considerations
 
Overall, the Compensation Committee concluded that the senior executive management team has delivered financial results that have been consistently superior compared to the performance of its peer group and has delivered exceptional growth in stockholder value over the long term. See 2009 Performance Highlights beginning on page 25. The Compensation Committee believes the management team is uniquely qualified to continue Occidental’s superior performance while growing stockholder value over the long term. Nevertheless, effective January 1, 2009, as part of a corporate-wide initiative to reduce costs, each of Dr. Irani and Messrs. Chazen, de Brier and Olson agreed to a ten percent salary reduction.
 
Considerations for each of the named executive officers with respect to 2009 compensation are discussed below. The table accompanying the discussion of each executive’s compensation sets forth the minimum to maximum total compensation value range established by the Compensation Committee for each executive for 2009, 2008 and 2007. In addition to salary and other compensation, the total compensation value ranges shown in the tables below include each at-risk component of compensation at its minimum payout level and maximum payout level for the specified year without regard to if and when the award will vest or, if applicable, the value of the equity when the award vests. The portion of the at-risk components that is attributable to awards under the 2005 Long-Term Incentive Plan is subject to the individual award limit contained in that Plan. The amounts shown in the total compensation value tables differ from the amounts reported in the Summary Compensation Table, which includes grant date fair value amounts attributable to equity awards, but does not include non-equity awards payable in future years.
 
dr. irani – Dr. Irani is the Chairman and Chief Executive Officer of Occidental. Under his leadership, Occidental has grown to become the fourth-largest oil and gas company in the U.S., based on market capitalization as of December 31, 2009. Dr. Irani consults with the Board as it sets the strategic direction for Occidental and, in his role as Chief Executive Officer, oversees the implementation of the strategy.
 
In setting the total compensation value for Dr. Irani, the Compensation Committee considered:

 
Enhanced Value Creation and Consistent Performance: As shown under the 2009 Performance Highlights beginning on page 25, Occidental’s performance, as demonstrated by key financial measures, has been consistent with recent years’ achievements and continues to place Occidental among the best performers in the oil and gas industry. During the difficult economic environment of 2009, Occidental optimized the allocation of capital by focusing on projects with strong financial returns. As a result of the disciplined business approach led by Dr. Irani, the company:
       
   
Announced a significant discovery of oil and gas reserves in Kern County, California, with initial estimated reserves of 150 million to 250 million gross barrels of oil equivalent.
       
   
Announced partnership in a consortium led by Eni SpA, which has been awarded a license for the development of the Zubair Field in Iraq, making Occidental one of a few companies with access to this type of opportunity.
       
   
Signed a Development and Production Sharing Agreement, along with partner Mubadala Development Company, with the National Oil and Gas Authority of Bahrain to further develop the Bahrain Field, which is expected to triple the oil production to more than 100,000 barrels of oil per day over a span of seven years and increase gas production by more than 65 percent to over 2.5 billion cubic feet per day.
       
   
Maintained a debt to capitalization ratio of 9%.
       
   
Occidental has increased the dividend to stockholders by 164% since 2002.
       
   
Maintained a "Single A" credit rating by Standard & Poor's and DBRS and an "A2" credit rating by Moody's.
       
   
In anticipation of fluctuating commodity prices and world-wide economic deterioration, increased the focus on expense and cost management in order to maximize earnings and financial strength.
       
 
Production and Reserve Growth: Under Dr. Irani’s leadership, Occidental replaced 206% of its 2009 oil and gas production. Occidental’s competency in applying appropriate technology and advanced reservoir-management techniques has allowed it to extend the life and advance the development of existing and acquired fields, both domestic and international. During 2009, the Company:
       
   
Completed multiple water treatment facilities at the giant Mukhaizna oilfield in south-central Oman, where Occidental has a major steam flood project for enhanced oil recovery. As of year-end 2009, gross daily production was nearly 90,000 BOE, an 80% increase from 2008 and over 10 times higher than the production rate in September 2005, when Oxy assumed operation of the field.
       
   
Continued with the construction of a carbon dioxide plant in the Permian Basin with the potential to significantly expand current production.
       
   
Increased overall sales volumes by 7% to an average of 645,000 BOE per day for 2009, including production from the new Kern County, California discovery, which at the end of 2009 was 32,000 BOE per day.
       
   
Achieved operational and capital efficiencies resulting in 5% production improvements to existing beam pump wells in the U.S. and 40% to 50% improvements in well drilling times and costs for large-scale drilling programs.
       
 
Other Growth: Under Dr. Irani’s direction, Occidental continues to expand other areas of its core businesses. During 2009, the company:
       
   
Acquired Phibro LLC, an investor in commodities and securities, from Citigroup Inc., for approximately net asset value. This acquisition is expected to add to income and to enhance Occidental’s insight and trading depth in the oil and gas marketing and midstream arena, especially in international markets.
       
   
Acquired the largest U.S. calcium chloride producing unit from The Dow Chemical Company. Occidental is now the world’s largest producer of calcium chloride.
 
 
17
 
 
 
 
Organizational Effectiveness: Dr. Irani has established an organizational culture characterized by a strong senior leadership team supported by proactive talent development and business continuity plans; exemplary performance in Health, Environment and Safety; and a highly regarded reputation for social responsibility. During 2009, the company:
       
   
Developed, identified and recruited a group of high-performing individuals, including local nationals, for strategic roles throughout the organization.
       
   
Effectively reconfigured Occidental’s international oil and gas organization in accordance with strategic succession plans.
       
   
Continued Occidental’s industry leadership in Health, Environment and Safety programs, achieving a worldwide 2009 employee injury incidence rate (IIR) of 0.41 injuries per 100 employees, Occidental’s second best performance ever and a 13-percent improvement over the prior three-year average. Occidental’s worldwide 2009 contractor IIR of 0.67 is its best ever and represents a 36-percent improvement over the prior three-year average. As a comparison, the U.S. private industry average was 3.9 injuries per 100 employees in 2008, according to the most recent data from the U.S. Bureau of Labor Statistics.
       
   
Received high governance and sustainability index ratings from several entities including Governance Metrics International (GMI), where Occidental scored in the top 1% of all companies rated by GMI.
 
After considering Dr. Irani’s contributions to Occidental’s attainment of these achievements, the Compensation Committee concluded that:

 
Dr. Irani has added, and will continue to add, sustainable, significant value to Occidental and its stockholders.
     
 
Dr. Irani has personally developed and sustained strong relationships with government leaders in a number of Middle East countries, enabling Occidental to establish credibility similar to that enjoyed by significantly larger competitors in being considered for business opportunities.
 
The Compensation Committee also noted that:

 
Dr. Irani has retained more than 50% of the net after-tax shares he acquired through his equity awards even though his stock ownership far exceeds the amounts required to be held under the company’s executive stock ownership guidelines (see page 23).
     
 
Dr. Irani is Occidental’s largest individual stockholder and as such his interests are strongly aligned with Occidental’s stockholders.
 
Accordingly, the Compensation Committee believes that Dr. Irani provides unique value to Occidental and that his compensation package should provide him with the opportunity to realize significant value consistent with the amounts he has received in prior years. The components of Dr. Irani’s compensation for 2009, 2008 and 2007 are set forth below.

 
At-Risk Compensation
     
Non-Performance-Based Compensation
Total Compensation Value
Year
 
Non-Equity Incentive Compensation
Plan Award
($) (1)
 
Return on
Equity-Based
Awards
($)
 
Total
Stockholder
Return-Based
Awards
($) (3)
   
Option
Awards
($)
   
Salary and Other
($) (4)
 
Bonus Target
($) (5)
   
Minimum
($) (6)
 
Maximum
($) (7)
 
  2009
 
$
1,365,000
   
$
22,500,000
 (2)
 
$
22,500,000
     
$
0
     
$
2,889,979
   
$
910,000
   
$
2,889,979
 
$
97,439,979
 
  2008
 
$
1,365,000
   
$
29,250,000
   
$
15,750,000
     
$
0
     
$
3,149,627
   
$
910,000
   
$
3,149,627
 
$
89,824,627
 
  2007
 
$
1,287,000
   
$
29,250,000
   
$
17,895,000
     
$
0
     
$
3,775,582
   
$
858,000
   
$
3,775,582
 
$
94,480,582
 

(1)
Dr. Irani’s actual payout amounts are shown in the “Non-Equity Incentive Compensation” column of the Summary Compensation Table on page 27.
   
(2)
The ROEI award represents 50 percent of the $45 million target incentive value approved for Dr. Irani in July 2009. For a discussion of the terms of the awards, see page 13 and Grants of Plan-Based Awards on page 28.
   
(3)
The TSRI award represents 50 percent of the $45 million target incentive value approved for Dr. Irani in July 2009. The 2007 amount included the Total Stockholder Return Incentive Award and the Performance Stock Award.
   
(4)
Salary and Other includes the amounts shown in the “Salary”, “Change in Pension Value and Nonqualified Deferred Compensation Earnings” and “All Other Compensation” columns of the Summary Compensation Table on page 27.
   
(5)
Payout of his bonus is based on the Compensation Committee’s subjective assessment of Dr. Irani’s accomplishment of his objectives for the year. In addition to the key performance areas for bonuses described on page 16, for 2009, his objectives included: enhancing the value of Occidental’s portfolio of assets; improving the quality and consistency of earnings; emphasizing corporate leadership quality by optimizing productivity, communications and incentives; and maintaining focus on Occidental’s commitment to safety, health, the environment, diversity, governance and the highest standards of ethical conduct. The Bonus earned for 2009 is shown in the “Bonus” column of the Summary Compensation Table on page 27.
   
(6)
Total Compensation Value at minimum assumes zero payout for all at-risk compensation and for Dr. Irani’s bonus. The amount shown is the sum of Option Awards and Salary and Other. For the ROEI and TSRI awards, payout will not occur unless threshold performance is achieved, at which level payout would be only one percent.
   
(7)
Total Compensation Value at maximum is the sum of Salary and Other, Bonus (calculated at the maximum amount), the Option Awards plus the dollar value on the date of grant at the respective maximum award levels of the at-risk compensation. Maximum payouts of at-risk compensation are made only upon the achievement of targets requiring exceptional performance. For 2009, the threshold, target and maximum amounts for the at-risk compensation are shown in the Grants of Plan-Based Award chart on page 28.
 
 
18
 
 

mr. chazen – Mr. Chazen has been the President and Chief Financial Officer of Occidental since 2007. As President, Mr. Chazen is responsible for the worldwide oil and gas exploration function; corporate development, which includes implementing Occidental’s overall acquisition strategy; the midstream, marketing and other segment; and the chemical segment. As Chief Financial Officer, Mr. Chazen is responsible for the overall financial management of the company, as well as investor relations and the tax, treasury and controller functions.
 
The components of Mr. Chazen’s compensation for 2009, 2008 and 2007 are set forth below.
 
 
At-Risk Compensation
     
Non-Performance-Based Compensation
Total Compensation Value
Year
 
Non-Equity Incentive Compensation
Plan Award
($) (1)
 
Return on
Equity-Based
Awards
($)
 
Total
Stockholder
Return-Based
Awards
($) (3)
   
Option
Awards
($)
   
Salary and Other
($) (4)
 
Bonus Target
($) (5)
   
Minimum
($) (6)
 
Maximum
($) (7)
 
  2009
 
$
552,000
   
$
10,000,000
 (2)
 
$
10,000,000
     
$
0
     
$
1,029,269
   
$
368,000
   
$
1,029,269
 
$
42,869,269
 
  2008
 
$
552,000
   
$
13,000,000
   
$
7,000,000
     
$
0
     
$
1,200,792
   
$
368,000
   
$
1,200,792
 
$
39,540,792
 
  2007
 
$
475,200
   
$
13,000,000
   
$
7,720,000
     
$
0
     
$
1,176,892
   
$
316,800
   
$
1,176,892
 
$
40,700,892
 
 
(1)
Mr. Chazen's actual payout amounts are shown in the “Non-Equity Incentive Compensation” column of the Summary Compensation Table on page 27.
   
(2)
 
The ROEI award represents 50 percent of the $20 million target incentive value approved for Mr. Chazen in July 2009. For a discussion of the terms of the awards, see page 13 and Grants of Plan-Based Awards on page 28.
   
(3)
 
The TSRI award represents 50 percent of the $20 million target incentive value approved for Mr. Chazen in July 2009. The 2007 amount included the Total Stockholder Return Incentive Award and the Performance Stock Award.
   
(4)
Salary and Other includes the amounts shown in the “Salary”, “Change in Pension Value and Nonqualified Deferred Compensation Earnings” and “All Other Compensation” columns of the Summary Compensation Table on page 27.
   
(5)
Payout of his bonus is based on the Compensation Committee’s subjective assessment of Mr. Chazen's accomplishment of his objectives for the year. In addition to the key performance areas for bonuses described on page 16, for 2009, his objectives included: purchasing or finding reserves at reasonable prices, ensuring that Occidental has sufficient cash flow to meet its needs and ensuring adequate succession planning for the units reporting to him. The Bonus earned for 2009 is shown in the “Bonus” column of the Summary Compensation Table on page 27.
   
(6)
Total Compensation Value at minimum assumes zero payout for all at-risk compensation and for Mr. Chazen's bonus. The amount shown is the sum of Option Awards and Salary and Other. For the ROEI and TSRI awards, payout will not occur unless threshold performance is achieved, at which level payout would be only 1 percent.
   
(7)
Total Compensation Value at maximum is the sum of Salary and Other, Bonus (calculated at the maximum amount), the Option Awards plus the dollar value on the date of grant at the respective maximum award levels of the at-risk compensation. Maximum payouts of at-risk compensation are made only upon the achievement of targets requiring exceptional performance. For 2009, the threshold, target and maximum amounts for the at-risk compensation are shown in the Grants of Plan-Based Award chart on page 28.
 
mr. de brier  Mr. de Brier is Executive Vice President, General Counsel and Corporate Secretary. As Executive Vice President and General Counsel, he is responsible for Occidental’s worldwide legal and compliance, health, environment and safety and communications and public affairs functions.
 
The components of Mr. de Brier’s compensation for 2009, 2008 and 2007 are set forth below.
 
 
At-Risk Compensation
     
Non-Performance-Based Compensation
Total Compensation Value
Year
 
Non-Equity Incentive Compensation
Plan Award
($) (1)
 
Return on
Equity-Based
Awards
($)
 
Total
Stockholder
Return-Based
Awards
($) (3)
   
Option
Awards
($)
   
Salary and Other
($) (4)
 
Bonus Target
($) (5)
   
Minimum
($) (6)
 
Maximum
($) (7)
 
  2009
 
$
231,420
   
$
2,000,000
 (2)
 
$
2,000,000
     
$
0
     
$
749,078
   
$
154,280
   
$
749,078
 
$
9,520,478
 
  2008
 
$
231,420
   
$
2,600,000
   
$
1,400,000
     
$
0
     
$
806,266
   
$
154,280
   
$
806,266
 
$
8,877,666
 
  2007
 
$
214,890
   
$
2,470,000
   
$
1,715,700
     
$
0
     
$
865,549
   
$
143,260
   
$
865,549
 
$
9,288,249
 
 
(1)
Mr. de Brier's actual payout amounts are shown in the “Non-Equity Incentive Compensation” column of the Summary Compensation Table on page 27.
   
(2)
The ROEI award represents 50 percent of the $4 million target incentive value approved for Mr. de Brier in July 2009. For a discussion of the terms of the awards, see page 13 and Grants of Plan-Based Awards on page 28.
   
(3)
The TSRI award represents 50 percent of the $4 million target incentive value approved for Mr. de Brier in July 2009. The 2007 amount included the Total Stockholder Return Incentive Award and the Performance Stock Award.
   
(4)
Salary and Other includes the amounts shown in the “Salary”, “Change in Pension Value and Nonqualified Deferred Compensation Earnings” and “All Other Compensation” columns of the Summary Compensation Table on page 27.
   
(5)
Payout of his bonus is based on the Compensation Committee’s subjective assessment of Mr. de Brier's accomplishment of his objectives for the year. In addition to the key performance areas for bonuses described on page 16, for 2009, his objectives included: further refining and upgrading all legal services for Occidental, including all of its business units, with the ultimate objective of providing more effective, practical and successful legal services. The bonus earned for 2009 is shown in the “Bonus” column of the Summary Compensation Table on page 27.
   
(6)
Total Compensation Value at minimum assumes zero payout for all at-risk compensation and for Mr. de Brier's bonus. The amount shown is the sum of Option Awards and Salary and Other. For the ROEI and TSRI awards, payout will not occur unless threshold performance is achieved, at which level payout would be only 1 percent.
   
(7)
Total Compensation Value at maximum is the sum of Salary and Other, Bonus (calculated at the maximum amount), the Option Awards plus the dollar value on the date of grant at the respective maximum award levels of the at-risk compensation. Maximum payouts of at-risk compensation are made only upon the achievement of targets requiring exceptional performance. For 2009, the threshold, target and maximum amounts for the at-risk compensation are shown in the Grants of Plan-Based Award chart on page 28.
 
 
19
 
 
 
mr. albrecht – Mr. Albrecht has been Vice President of Occidental and President, Oxy Oil & Gas - U.S. since 2008. As such, Mr. Albrecht is responsible for oil and gas operations in the U.S.
 
The components of Mr. Albrecht’s compensation for 2009 are set forth below.
 
 
At-Risk Compensation
     
Non-Performance-Based Compensation
Total Compensation Value
Year
 
Non-Equity Incentive Compensation
Plan Award
($) (1)
 
Return on
Equity-Based
Awards
($)
 
Total
Stockholder
Return-Based
Awards
($) (3)
   
Option
Awards
($)
   
Salary and Other
($) (4)
 
Bonus Target
($) (5)
   
Minimum
($) (6)
 
Maximum
($) (7)
 
  2009
 
$
240,000
   
$
1,500,000
   
$
1,500,000
     
$
0
     
$
524,966
   
$
160,000
   
$
524,966
 
$
7,324,966
 
 
(1)
Mr. Albrecht's actual payout amounts are shown in the “Non-Equity Incentive Compensation” column of the Summary Compensation Table on page 27.
   
(2)
The ROEI award represents 50 percent of the $3 million target incentive value approved for Mr. Albrecht in July 2009. For a discussion of the terms of the awards, see page 13 and Grants of Plan-Based Awards on page 28.
   
(3)
The TSRI award represents 50 percent of the $3 million target incentive value approved for Mr. Albrecht in July 2009.
   
(4)
Salary and Other includes the amounts shown in the “Salary”, “Change in Pension Value and Nonqualified Deferred Compensation Earnings” and “All Other Compensation” columns of the Summary Compensation Table on page 27.
   
(5)
Payout of his bonus is based on the Compensation Committee’s subjective assessment of Mr. Albrecht's accomplishment of his objectives for the year. In addition to the key performance areas for bonuses described on page 16, for 2009, his objectives included increasing total domestic average daily production and continuing successful efforts on reserve replacement for domestic production. The Bonus earned for 2009 is shown in the “Bonus” column of the Summary Compensation Table on page 27.
   
(6)
Total Compensation Value at minimum assumes zero payout for all at-risk compensation and for Mr. Albrecht's bonus. The amount shown is the sum of Option Awards and Salary and Other. For the ROEI and TSRI awards, payout will not occur unless threshold performance is achieved, at which level payout would be only 1 percent.
   
(7)
Total Compensation Value at maximum is the sum of Salary and Other, Bonus (calculated at the maximum amount), the Option Awards plus the dollar value on the date of grant at the respective maximum award levels of the at-risk compensation. Maximum payouts of at-risk compensation are made only upon the achievement of targets requiring exceptional performance. For 2009, the threshold, target and maximum amounts for the at-risk compensation are shown in the Grants of Plan-Based Awards chart on page 28.
 
mr. olson  As Executive Vice President of Occidental, until his retirement which began January 1, 2010, Mr. Olson was responsible for Occidental’s oil and gas operations other than those in the U.S. and for the oil and gas segment’s worldwide business development and engineering operations.
 
The components of Mr. Olson’s compensation for 2009, 2008 and 2007 are set forth below.
 
 
At-Risk Compensation
     
Non-Performance-Based Compensation
Total Compensation Value
Year
 
Non-Equity Incentive Compensation
Plan Award
($) (1)
 
Return on
Equity-Based
Awards
($)
 
Total
Stockholder
Return-Based
Awards
($) (3)
   
Option
Awards
($)
   
Salary and Other
($) (4)
 
Bonus Target
($) (5)
   
Minimum
($) (6)
 
Maximum
($) (7)
 
  2009
 
$
216,000
   
$
1,500,000
 (2)
 
$
1,500,000
     
$
0
     
$
580,620
   
$
144,000
   
$
580,620
 
$
7,300,620
 
  2008
 
$
216,000
   
$
2,600,000
   
$
1,400,000
     
$
0
     
$
663,057
   
$
144,000
   
$
663,057
 
$
8,683,057
 
  2007
 
$
201,600
   
$
2,600,000
   
$
1,736,000
     
$
0
     
$
618,037
   
$
134,400
   
$
618,037
 
$
9,262,037
 
 
(1)
Mr. Olson's actual payout amounts are shown in the “Non-Equity Incentive Compensation” column of the Summary Compensation Table on page 27.
   
(2)
The ROEI award represents 50 percent of the $3 million target incentive value approved for Mr. Olson in July 2009. For a discussion of the terms of the awards, see page 13 and Grants of Plan-Based Awards on page 28.
   
(3)
The TSRI award represents 50 percent of the $3 million target incentive value approved for Mr. Olson in July 2009. The 2007 amount included the Total Stockholder Return Incentive Award and the Performance Stock Award.
   
(4)
Salary and Other includes the amounts shown in the “Salary”, “Change in Pension Value and Nonqualified Deferred Compensation Earnings” and “All Other Compensation” columns of the Summary Compensation Table on page 27.
   
(5)
Payout of his bonus is based on the Compensation Committee’s subjective assessment of Mr. Olson's accomplishment of his objectives for the year. In addition to the key performance areas for bonuses described on page 16, for 2009, his objectives included the negotiation and completion of agreements with respect to certain projects in the Middle East and North Africa. The Bonus earned for 2009 is shown in the “Bonus” column of the Summary Compensation Table on page 27.
   
(6)
Total Compensation Value at minimum assumes zero payout for all at-risk compensation and for Mr. Olson's bonus. The amount shown is the sum of Option Awards and Salary and Other. For the ROEI and TSRI awards, payout will not occur unless threshold performance is achieved, at which level payout would be only 1 percent.
   
(7)
Total Compensation Value at maximum is the sum of Salary and Other, Bonus (calculated at the maximum amount), the Option Awards plus the dollar value on the date of grant at the respective maximum award levels of the at-risk compensation. Maximum payouts of at-risk compensation are made only upon the achievement of targets requiring exceptional performance. For 2009, the threshold, target and maximum amounts for the at-risk compensation are shown in the Grants of Plan-Based Awards chart on page 28.
 
 
20
 
 
 
Succession Planning
 
The Board of Directors annually considers persons to succeed all of the Company’s key executive officers and more than 50 other senior level positions at Occidental and its subsidiaries to assure that management of the Company is not disrupted by changes in key management positions. For each position, the review includes the background, training, qualities and other characteristics that would be desirable in candidates, as well as consideration of possible successors. Possible successors include individuals in the same business group or function as well as individuals in other business groups and functions. Consideration is also given to deliberate rotational moves which have proven to be an effective means to prepare highly capable employees for roles of increasing responsibility. In cases where there is not a strong internal candidate, the succession plan identifies a candidate who could fill the position on an interim basis while an outside search is conducted for a permanent replacement. Dr. Irani leads the review with respect to the successors to the executive officers other than himself and the other executive officers as well as division and functional heads present to the Board with respect to positions that report to them. As to its succession plan with respect to the Chairman and Chief Executive Officer, the Board also discusses this issue both with the Chairman and Chief Executive Officer, and separately in executive session with no members of management present. The effectiveness of this regular and thorough process is demonstrated by the smooth transitions that occurred with respect to the retirements of several named executive officers during the past two years.
 
Role of Management in Executive Compensation
 
The Compensation Committee sets compensation for Occidental’s senior executives. Dr. Irani’s compensation is set only by the Compensation Committee. Dr. Irani recommends compensation for Messrs. Chazen, de Brier, Albrecht and Olson to the Compensation Committee. Dr. Irani and the Executive Vice President - Human Resources may be present for a portion of each of the Compensation Committee meetings, but are not present when compensation decisions regarding Dr. Irani are discussed and made. Mr. Chazen may be present for a portion of certain meetings to provide the Compensation Committee information regarding Occidental’s financial and operating plans and results. Mr. de Brier may be present for a portion of certain meetings to discuss legal matters. Management prepares materials for each Compensation Committee meeting to assist the Compensation Committee in its consideration of executive compensation programs and policies and its administration of plans and programs.
 
Role of Investors and Proxy Advisory Services
 
Occidental maintains an ongoing dialogue with its stockholders and certain stockholder advisory groups. Occidental’s Lead Independent Director and the Chairman of the Compensation Committee participated in a meeting with some of Occidental’s institutional investors in July 2009. Discussions at the meetings included, among other things, succession planning and selection of performance targets and other compensation practices. Feedback obtained from the meeting was provided to the Compensation Committee and the full Board. Comments from investor meetings have been taken into consideration in Occidental’s ongoing efforts to improve its compensation program and the quality of its compensation disclosures.
 
Role of Compensation Consultants
 
In 2009, Occidental participated in compensation surveys conducted by Towers Perrin, Frederic W. Cook & Co. and other compensation consultants in order to better understand general external compensation practices, including executive compensation. From time to time, Occidental, through its executive compensation department or the Compensation Committee, will engage a consultant to provide advice on specific compensation issues. The Board’s policy on retention of independent compensation consultants adopted in 2008 is set forth in Exhibit A under “Other Governance Measures.”
 
In 2009, the Compensation Committee retained Pearl Meyer & Partners, a leading independent compensation consulting firm, to advise on the continued appropriateness of the Company’s long-term incentive plan features, including the performance metrics utilized, brief the Committee on compensation risk assessment approaches, and brief the Committee on regulatory and legislative trends. Pearl Meyer & Partners did not provide any other services to Occidental in 2009. No other compensation consultant provided services to the Compensation Committee.
 
Certification of Previously Granted Performance Stock Awards
 
 
Performance-Based Restricted Stock Awards (PRSU) – In July 2006, the Compensation Committee granted the then named executive officers PRSUs.  The PRSU was an equity award, which used as the performance measure cumulative ROE over a three-year period ending June 30, 2009.  The PRSUs were certified for payment at the July 2009 Compensation Committee meeting.  Occidental’s cumulative ROE for the performance period was 66.87%, which exceeded the 60% cumulative ROE required for maximum payout. As a result, the payout was at 200 percent for all of the participating named executive officers.  The number of shares earned by Dr. Irani, Mr. Chazen, Mr. de Brier and Mr. Olson were 1,000,000, 300,000, 72,000 and 72,000, respectively.  The payout amounts for those awards, including the dividend equivalents that were paid upon vesting, are included in the Options Exercised and Stock Vested table on page 31.
 
Performance Stock Awards (PSAs) No future grants of PSAs are planned at this time. Prior to 2008, a Performance Stock Award was granted effective January 1 of each year. The PSA is an equity award similar to a TSRI award except that (1) the payout was determined by reference to a matrix of possible results included in the award agreement, and (2) the amounts earned in excess of target were settled in cash. The PSAs for which the performance period ended on December 31, 2008 were certified for payment at the February 2009 Compensation Committee meeting. The payout amounts for those awards are included in the Options Exercised and Stock Vested table on page 31.
 
In February 2010, the Compensation Committee certified the total stockholder return calculations for the performance period from January 1, 2006, through December 31, 2009, in order to determine the payout for the PSAs granted in December 2005. The values of these vested PSAs are not included in the Options Exercised and Stock Vested table on page 31 because certification and payout occurred in 2010. Occidental ranked first out of the eight remaining peer companies4 at December 31, 2009, and, as a result, the payout was at 200 percent for all of the participating named executive officers. The number of equivalent shares earned by Dr. Irani, Mr. Chazen, Mr. de Brier and Mr. Olson were 107,412, 36,056, 19,316, and 14,424, respectively, of which the target share amount was settled in stock and the balance in cash.
 
   
 
4
The remaining peer companies in addition to Occidental were: Anadarko Petroleum Corporation, Apache Corporation, Chevron Corporation, ConocoPhillips, Devon Energy Corporation, ExxonMobil Corporation and Hess Corporation.
 
 
21
 
 
 
Other Compensation And Benefits
 
Occidental does not have a defined benefit pension program that provides salaried employees a fixed monthly retirement payment.

 
Qualified Defined Contribution Plans – All salaried employees on the U.S. dollar payroll, including the named executive officers, are eligible to participate in one or more tax-qualified, defined contribution plans. The defined contribution retirement plan, which provides for periodic contributions by Occidental based on annual cash compensation and age, up to certain levels pursuant to Internal Revenue Service (IRS) regulations, was implemented as a successor plan to the defined benefit pension plan that was terminated in 1983. For 2009, the defined contribution 401(k) savings plan permitted employees to save a percentage of their annual salary up to the $245,000 limit set by IRS regulations, and the employee pre-tax contribution was limited to $16,500. Employees may direct their contributions to a variety of investments. Occidental generally matches employee contributions with Occidental common stock on a dollar-for-dollar basis, in an amount up to 6 percent of the employee’s base salary. The amounts contributed to the qualified plans on behalf of the named executive officers are detailed under “All Other Compensation” in the Summary Compensation Table on page 27. As of December 31, 2009, the aggregate balances under the qualified plans were $5,382,852 for Dr. Irani, $1,461,615 for Mr. Chazen, $2,467,020 for Mr. de Brier, $122,721 for Mr. Albrecht and $1,173,254 for Mr. Olson. The named executive officers, except for Mr. Albrecht, are fully vested in their account balances under the qualified plans.
     
 
Nonqualified Defined Contribution Retirement Plan – Occidental’s nonqualified retirement plan is described on page 32. The amounts contributed to the nonqualified retirement plan on behalf of the named executive officers are detailed under “All Other Compensation” in the Summary Compensation Table on page 27. Company contributions, aggregate earnings and aggregate balances for the named executive officers in the nonqualified retirement plan are included in the Nonqualified Deferred Compensation table on page 32.
     
 
Nonqualified Deferred Compensation Plan – Occidental’s nonqualified deferred compensation plan is described on page 32. The amounts of salary and bonuses deferred by the named executive officers are included as compensation in the “Salary,” “Bonus” and “Non-Equity Incentive Compensation” columns of the Summary Compensation Table on page 27, as appropriate, in the year of deferral. The above-market portion of the accrued interest on deferred amounts is reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table. Contributions, aggregate earnings and aggregate balances for the named executive officers for the nonqualified deferred compensation plans are shown in the Nonqualified Deferred Compensation Table on page 32.
     
 
Employment Agreements – Employment agreements may be offered to key executives for recruitment and retention purposes and to ensure the continuity and stability of management. The employment agreements for Dr. Irani, Mr. Chazen and Mr. de Brier, the only named executive officers with employment agreements, are discussed under “Potential Payments Upon Termination or Change of Control” beginning on page 33.
     
 
Security – Personal security services, including home detection and alarm systems and personal security guards, are provided to executives to address perceived risks, at costs which are presented to the Compensation Committee.
     
 
Tax Preparation and Financial Planning – A select group of executives, including the named executive officers, receive reimbursement for financial planning and investment advice, including legal advice related to tax and financial matters, and in Dr. Irani’s case, investment services. Eligible executives are required to have their personal tax returns prepared by a tax professional qualified to practice before the Internal Revenue Service in order to ensure compliance with applicable tax laws.
     
 
Corporate Aircraft Use – Executives and directors may use corporate aircraft for personal travel, if space is available. The named executive officers and directors reimburse Occidental for personal use of company aircraft, including any guests accompanying them, at not less than the standard industry fare level rate (which is determined in accordance with IRS regulations).
     
 
Insurance – Occidental offers a variety of health coverage options to all employees. Senior executives participate in these plans on the same terms as other employees. In addition, for all employees above a certain job level, Occidental pays for an annual physical examination. The company provides all salaried employees with life insurance equal to twice the employee’s base salary. For certain senior employees, Occidental increases that to three times base salary. Occidental also provides senior executives with excess liability insurance coverage.
     
 
Other – Other benefits are included under “All Other Compensation” in the Summary Compensation Table on page 27.
 
 
22
 
 
 
Stock Ownership Guidelines
 
Occidental has had minimum stock ownership guidelines for Occidental’s senior management since 1996. For more information and detail on Occidental’s stock ownership guidelines, see www.oxy.com. As of February 28, 2010, all of the named executive officers held stock in excess of the guidelines. Additionally, named executive officers are required to retain 50 percent of the net after-tax shares received pursuant to equity awards granted after 2008 for at least three years from the vesting date.
 
The target ownership requirements and the named executive officers’ compliance with the requirements are set forth in the table below.
 
 
EXECUTIVE STOCK OWNERSHIP GUIDELINES
Executive Ownership as of February 28, 2010
 
     
Target Ownership Requirement
 
Actual Ownership
 
 
 
Name
 
 
Multiple of Base Salary
 
 
Multiple Expressed in Dollars
 
 
Multiple of Base Salary(1)
 
 
Value of Shares Held by Executive(2)
 
 
Ray R. Irani
 
10
   
$
11,700,000
   
568
   
$
665,107,780
   
 
Stephen I. Chazen
 
5
   
$
3,600,000
   
262
   
$
188,993,931
   
 
Donald P. de Brier
 
5
   
$
2,479,500
   
123
   
$
60,802,022
   
 
William E. Albrecht
 
5
   
$
2,000,000
   
8
   
$
3,119,340
   
 
R. Casey Olson 
 
5
   
$
2,160,000
   
28
   
$
12,041,300
   

 
(1)
The following forms of stock ownership are counted toward satisfaction of the guidelines:
 
           
     
Ÿ
Direct stock holdings, including shares held in a living trust or by a family partnership or corporation controlled by the officer unless the officer expressly disclaims beneficial ownership of such shares.
 
           
     
Ÿ
Shares held in the Occidental Petroleum Corporation Savings Plan.
 
           
     
Ÿ
Long-term stock awards, including, without limitation, restricted stock awards, restricted stock units, performance stock awards and performance stock units. Stock options and stock appreciation rights are not included.
 
           
 
(2)
Value is based on the closing price on the New York Stock Exchange of the Common Stock as of February 28, 2010, which was $79.85.
 
 
Equity Grant Practices
 
The Compensation Committee grants equity awards at regularly scheduled meetings normally held the day before regularly scheduled Board meetings. Board meeting dates are set in the prior year. The grant date value of Occidental stock is based on the closing price on the New York Stock Exchange on the day the Compensation Committee grants equity awards. As specifically authorized by the terms of the 2005 Long-Term Incentive Plan, the Compensation Committee has delegated to the Chairman and Chief Executive Officer the authority to grant awards in the event a new employee is hired between Compensation Committee meeting dates, and an equity award has been deemed to be an important element in persuading the employee to join Occidental. In such cases, the award is generally made on the date the employee starts employment. Any such award granted to an executive officer is reported to the Compensation Committee.
 
The Compensation Committee does not anticipate granting any additional options, stock appreciation rights or restricted stock units to Occidental’s named executive officers at this time. To the extent that any such awards are granted in the future, such grants would vest on a pro rata basis in the event of the grantee’s death; and, if such awards are performance-based, payout of any vested portion would continue to be subject to satisfaction of the performance objective.
 
The 2005 Long-Term Incentive Plan provides that no individual may be granted awards under that Plan in excess of the specified Plan limits. For purposes of applying the share limit, the target incentive value of awards, regardless of whether equity or cash awards, may be converted to a share unit equivalent.
 
Consequences Of Misconduct
 
In 1997, Occidental’s Board of Directors adopted a Code of Business Conduct that prohibits any officer, employee or director from violating or circumventing any law of the United States or a foreign country during the course of his or her employment. The Audit Committee of the Board of Directors oversees compliance with the Code of Business Conduct and has put in place procedures, including a compliance hotline, to ensure that all violations or suspected violations of the Code of Business Conduct are reported promptly, without fear of retaliation. In general, misconduct may have several consequences, including the following:

 
If a named executive officer were found to have violated the Code of Business Conduct, the officer would be subject to disciplinary action, which may include termination, referral for criminal prosecution and reimbursement to Occidental or others for any losses or damages resulting from the violation.
     
 
Stock awards may be forfeited in whole or in part in the case of an employee’s termination for cause.
     
 
Beginning with the awards granted in 2008, awards for continuing employees may be forfeited in whole or in part for violations of the Code of Business Conduct or other provisions of the award agreement.
 
 
23
 
 

Tax and Accounting Considerations
 
Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, places a limit of $1 million on the amount of compensation that Occidental may deduct in any one year with respect to each of its five highest-paid executive officers, other than the Chief Financial Officer. Certain performance-based compensation elements approved by stockholders are not subject to the deduction limit. Although tax consequences are considered in its compensation decisions, the Compensation Committee has not adopted a policy that all compensation must be deductible. Rather, the Compensation Committee gives priority to the overall compensation objectives discussed above.
 
It is expected that certain performance-based awards will not be subject to the deduction limits prescribed by Section 162(m) of the Internal Revenue Code. In order to assure the continued possibility of obtaining deductions for such awards, the company has submitted a proposal to stockholders recommending the re-approval of material terms of the performance goals for such awards. See “Proposal 3: Re-Approval of Material Terms of Performance Goals for Section 162(m) Awards Under the 2005 Long-Term Incentive Plan Pursuant to Tax Deduction Rules” on page 39.

 
COMPENSATION COMMITTEE REPORT

 
 
The Executive Compensation and Human Resources Committee of the Board has reviewed and discussed with management the Compensation Discussion and Analysis for the year ended December 31, 2009, including the Committee’s commitment to pay for performance and the decisions made by the Executive Compensation and Human Resources Committee that recognize the exceptional performance of Occidental under the leadership of Dr. Irani and the other named executive officers. Based on these reviews and discussions, the Executive Compensation and Human Resources Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Proxy Statement for the 2010 Annual Meeting of Stockholders.
 
Respectfully submitted,
 
THE EXECUTIVE COMPENSATION AND
HUMAN RESOURCES COMMITTEE
 
Spencer Abraham (Chair)
John S. Chalsty
Avedick B. Poladian
Rodolfo Segovia
Rosemary Tomich
 
 
24
 
 
 
2009 PERFORMANCE HIGHLIGHTS

 
 
Occidental is the fourth-largest oil and gas company based in the U.S. measured by market capitalization of $66 billion as of December 31, 2009. The following graphs illustrate Occidental’s performance for 2007, 2008 and 2009 with respect to net income, return on equity (ROE) , return on capital employed (ROCE) , oil and natural gas sales volumes, oil and natural gas proved reserves and employee injury and illness rate. See Occidental’s Annual Report on Form 10-K for the year ended December 31, 2009, for more information about these and other performance measures, the factors that affect Occidental’s results and risks associated with future performance.
 
 
 
25
 
 
 
2009 PERFORMANCE HIGHLIGHTS
 

 

 
The following graph compares the yearly percentage change in Occidental’s cumulative total return on its common stock with the cumulative total return of the Standard & Poor’s 500 Stock Index (S&P 500) and with that of Occidental’s peer group over the five-year period ended December 31, 2009. The graph assumes that $100 was invested in Occidental common stock, in the stock of the companies in the S&P 500 Index and in a portfolio of common stock of the peer group companies weighted by their relative market values each year and that all dividends were reinvested. Occidental’s peer group consists of Anadarko Petroleum Corporation, Apache Corporation, BP p.l.c., Chevron Corporation, ConocoPhillips, Devon Energy Corporation, ExxonMobil Corporation, Royal Dutch Shell plc and Occidental.


 
Comparative Total Return

 
 
12/31/04
 
12/31/05
 
12/31/06
 
12/31/07
 
12/31/08
 
12/31/09
 
   
$100
   
$139
   
$173
   
$277
   
$220
   
$304
 
   
100
   
116
   
144
   
181
   
137
   
148
 
   
100
   
105
   
121
   
128
   
81
   
102
 
   
 
The information provided in this Performance Graph shall not be deemed "soliciting material" or "filed" with the Securities and Exchange Commission or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 (Exchange Act), other than as provided in Item 201 to Regulation S-K under the Exchange Act, or subject to the liabilities of Section 18 of the Exchange Act and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act except to the extent Occidental specifically requests that it be treated as soliciting material or specifically incorporates it by reference.
 



 
EXECUTIVE COMPENSATION TABLES
 
Set forth below are tables showing for Dr. Irani, Occidental’s principal executive officer, Mr. Chazen, Occidental’s principal financial officer, and the three other highest-paid executive officers of Occidental serving as executive officers on December 31, 2009: (1) in summary form, the compensation attributed to such executives for 2009, 2008 and 2007, as applicable, (2) the equity and non-equity incentive awards granted to such executives in 2009; (3) the outstanding equity awards held by such executives as of December 31, 2009; (4) the options exercised by such executives and their stock awards vested; and (5) the required information related to the nonqualified deferred compensation plans for such executives. The compensation tables should be read in conjunction with the Compensation Discussion and Analysis (see page 12), which explains Occidental’s compensation plans and philosophy and provides information about the compensation decisions made with respect to the named executive officers for 2009.
 
 
26
 
 
 
SUMMARY COMPENSATION TABLE
 
The table below and the accompanying footnotes summarize the compensation attributed to the principal executive officer, principal financial officer and the three other highest-paid executives in 2009, 2008 and 2007.
 
Summary Compensation Table
Name and Principal Position
 
Year
 
Salary
($)
 
Bonus
($) (1)
 
Stock Awards
($) (2)
 
Option Awards ($)
 
Non-Equity Incentive Compensation
($) (3)
 
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($) (4)
 
All Other Compensation
($)
 
Total
($)
Ray R. Irani,
 
2009
 
$
1,170,000
 
$
1,200,000
 
$
24,758,827
(5)
 
$
0
   
$
2,552,550
   
$
0
   
$
1,719,979
(6)
 
$
31,401,356
 
Chairman and
 
2008
 
$
1,300,000
 
$
900,000
 
$
15,747,997
   
$
0
   
$
2,730,000
   
$
0
   
$
1,849,627
   
$
22,527,624
 
Chief Executive
 
2007
 
$
1,300,000
 
$
1,716,000
 
$
16,614,425
   
$
0
   
$
2,574,000
   
$
584,168
   
$
1,891,414
   
$
24,680,007
 
Officer
                                                               
Stephen I.
 
2009
 
$
720,000
 
$
420,000
 
$
11,003,956
(7)
 
$
0
   
$
1,032,240
   
$
0
   
$
309,269
(8)
 
$
13,485,465
 
Chazen,
 
2008
 
$
800,000
 
$
346,000
 
$
6,999,161
   
$
0
   
$
1,104,000
   
$
47,540
   
$
353,252
   
$
9,649,953
 
President and
 
2007
 
$
720,000
 
$
633,600
 
$
7,118,407
   
$
0
   
$
950,400
   
$
201,158
   
$
255,734
   
$
9,879,299
 
Chief Financial
                                                               
Officer
                                                               
Donald P.
 
2009
 
$
495,900
 
$
170,000
 
$
2,200,850
(9)
 
$
0
   
$
432,755
   
$
0
   
$
253,178
(10)
 
$
3,552,683
 
de Brier,
 
2008
 
$
551,000
 
$
137,160
 
$
1,399,832
   
$
0
   
$
462,840
   
$
0
   
$
255,266
   
$
2,806,098
 
EVP, General
 
2007
 
$
551,000
 
$
170,220
 
$
1,636,064
   
$
0
   
$
429,780
   
$
80,544
   
$
234,005
   
$
3,101,613
 
Counsel and
                                                               
Secretary
                                                               
William E.
 
2009
 
$
400,000
 
$
220,000
 
$
1,650,637
(11)
 
$
0
   
$
448,800
   
$
0
   
$
122,944
(12)
 
$
2,842,381
 
Albrecht,
                                                               
Vice President
                                                               
and President,