Board Committees

Sustainability and Climate Oversight Committee

The Sustainability and Climate Oversight Committee oversees the Pioneer climate strategy and annual Sustainability Report publication. The Chairman of the Board leads the committee, whose membership includes the chairpersons of the Board’s other four standing committees and directors with experience in ESG and the energy transition.

The committee meets regularly with leaders and employees to provide oversight and strategic direction to those responsible for managing and implementing targets, goals, actions and reporting sustainability and climate matters.

Health, Safety and Environment (HSE) Committee

The HSE Committee oversees the company’s HSE practices, including:

• Management efforts to create a culture of safety and environmental protection
• Review and approval of Pioneer HSE goals
• Periodic performance-improvement progress reports

In addition to providing oversight into our HSE practices, HSE Commit¬tee members periodically visit Pioneer operational facilities and speak with employees, learning firsthand about Pioneer field operations and how our Board members can support HSE efforts.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee oversees Board and committee composition and succession planning, changes/improvements, self-evaluation processes, and risks and opportunities related to governance structures and processes.

Committee responsibilities include assisting the Board with identifying, evaluating and monitoring trends in the areas of social, governance, political, human rights, public policy and climate change. The committee also implements sustainability and corporate responsibility governance structures and processes with the potential to affect the business and reputation of Pioneer.

Compensation and Leadership Development Committee

The Compensation and Leadership Development Committee oversees our human capital management. Its responsibilities include Pioneer succession planning and talent development; development activities for executive officers and other key executives; strategies, initiatives and programs related to enhancing our company culture; talent recruitment, development and retention; employee engagement; diversity, equity and inclusion; and general health and welfare benefits. The committee is also responsible for aligning executive compensation with company performance, including the incorporation of sustainability, climate-related and social goals as part of the company’s overall ESG goals.

Audit Committee

The Audit Committee oversees financial and accounting risks; reporting processes; policies and practices; controls; and audits. Additionally, the Audit Committee monitors the U.S. Securities and Exchange Commission’s (SEC) Rules on Auditor Independence, which requires that “lead” and “concurring” audit partners rotate off an engagement after a maximum of five years in either capacity or, upon rotation, remain off the engagement for five years. The committee also oversees the company’s cybersecurity risks as they relate to financial risk exposures and the security of data and information technology systems. Also, as the disclosure of climate-related data is further regulated, the Audit Committee will oversee the resulting controls Pioneer implements.

Reserves Committee

The Reserves Committee oversees the proved reserves estimation process. The committee meets with Pioneer executives and employees responsible for developing the company’s proved reserves estimates prior to our annual Form 10-K filing with the SEC.

More information on Pioneer’s Board and committees can be found in our most recent annual Proxy and our website: Governance.

Executive ESG Leadership

Executive Committee

A focus on sustainability begins with strong governance and committed leadership. Pioneer’s Executive Committee includes the chief executive officer, president and chief operating officer, chief financial officer, and six additional senior officers. This core leadership team is responsible for establishing and executing the company’s strategy as overseen by the Board, including assessing climate-related risks and opportunities. Operationally, the Executive Committee and the ESG Task Force drive Pioneer ESG efforts.

A key function of the Executive Committee is overseeing HSE and ESG strategy, annual goal-setting, and performance reviews. Consistent with all Pioneer employees, members of the Executive Committee have financial incentives (through our annual bonus program) tied to continuous improvements in the areas of health and safety, air emissions, and climate issues, among others. During annual goal-setting, the Executive Committee, with input and approval from the Board, defines measures of success for each goal.

This proactive, incentive-based approach focuses on key HSE and ESG goals that ultimately position Pioneer to achieve long-term objectives and targets.

The Executive Committee has established two multidisciplinary sustainability groups to assist with the tactical aspects of strategy development and operational execution of Pioneer’s climate-related initiatives:

ESG Task Force

Established in 2020, the ESG Task Force comprises a subset of the Executive Committee, officers, key leaders and subject matter experts from various disciplines across the company. Pioneer’s ESG Task Force is responsible for shaping our long-term ESG strategy and overseeing Pioneer’s corporate ESG goals and related reporting. The ESG Task Force ensures project resources are available and provides strategic direction and expert advice. ESG Task Force meetings occur periodically throughout the year. The ESG Task Force assesses, develops and progresses the following goals, which are aligned with our ESG standards, stakeholder feedback and industry-leading practices:

• Updating the Board and its committees on ESG strategy and progress
• Progressing Pioneer’s long-term net zero ambition, complemented by interim emissions-intensity targets for GHGs and methane, flaring intensity, and freshwater use
• Aligning Pioneer risk management and decision-making processes with voluntary reporting frameworks, including TCFD and Sustainability Accounting Standards Board (SASB) principles
• Driving strategic and operational activities that position Pioneer to meet long-term ESG continuous improvement targets, including DEI goals
• Confirming the accuracy of data collection and reporting of key ESG measures, particularly for GHG emissions (and its constituent parts), including emissions-target performance tracking
• Approving third-party audits to provide emissions and intensity data assurance
• Advancing our supply chain performance review of our contractors, suppliers and service-providers related to ESG and human rights
• Commissioning, completing and auditing the Sustainability Report

Executive HSE Committee

Pioneer’s Executive HSE Committee (HSEC) sets the company’s HSE vision and strategy for our operations. Executive leadership incorporates ESG objectives into annual HSE goal-setting sessions for all operational functions, and tracks and reports progress to the Executive Committee and the HSEC. Executive, technical and field staff participate in the cross-functional HSEC. The HSEC convenes monthly to manage HSE issues, regulatory compliance and related opportunities, providing quarterly updates to the Board HSE Committee.

The development and implementation of the HSEC initiatives lie with four subcommittees that work to enhance our HSE programs: Proactive HSE, Hazard Identification and Risk Assessment, Safe Driving Hazard Identification and Risk Assessment, and Management of Change.